Lisa Troe
EXPRO GROUP HOLDINGSAbout Lisa L. Troe
Independent non-executive director at Expro Group Holdings N.V. (XPRO); age 63; director since October 2021; designated Audit Committee Financial Expert by the Board under SEC rules . CPA with a B.S. from the University of Colorado; NACD Certified Director and CERT Certified in Cybersecurity/Cyber-Risk Oversight . Tenure on this board shown as 2 years in the 2025 nominee skills matrix .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Athena Advisors LLC | Senior Managing Director; founder | Jan 2014–Jun 2021 | Provided public company accounting, disclosure and compliance expertise in investigations and crisis responses |
| FTI Consulting (NYSE: FCN) | Senior Managing Director | 2005–2013 | Led advisory work in accounting/financial reporting; governance expertise |
| U.S. SEC (Pacific Region) | Enforcement Branch Chief; Regional Chief Enforcement Accountant | 1995–2005 | Enforcement leadership and accounting oversight; regulatory expertise |
| Big Four accounting firm | Auditor | Prior to SEC tenure | External audit experience; financial reporting |
| Oil & gas E&P general partnership (Texas) | Advisory board providing board-level oversight | 2003–2014 | Governance oversight in upstream exploration and production |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Magnite, Inc. (Nasdaq: MGNI) | Director | Feb 2014–Jun 2023 | Served as Audit Committee Chair |
| HireRight Holdings Corp (formerly NYSE: HRT) | Director | Mar 2021–Jun 2024 (company sold to PE) | Served as Audit Committee Chair |
| Stem, Inc. (NYSE: STEM) | Director | Apr 2021–Jun 2023 | Served as Audit Committee Chair |
| Current public company boards | — | As of 2025: none | Skills matrix shows 0 other public board commitments for Troe |
Board Governance
- Committees and roles:
- Audit Committee Chair; members: Lisa L. Troe (Chair; Audit Committee Financial Expert), Brian Truelove, Frances M. Vallejo .
- Nominating and Governance Committee member; Chair: Brian Truelove; members: Troe, Eileen G. Whelley .
- Independence: Board determined Troe has no material relationships and is independent under NYSE rules .
- Attendance: In 2024, Board held 6 meetings; Audit 4; Compensation 6; Nominating & Governance 4; each director attended at least 75% of Board and committee meetings .
- Audit oversight: As Chair, Troe signs the Audit Committee Report; oversight includes selection and fees for Deloitte; 2024 total fees $4,742,743 (Audit $4,155,403; Tax $505,115; All Other $82,225) .
- Insider trading policy: prohibits hedging and pledging of company securities; trading windows and pre-clearance for covered persons .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees ($) | $105,000 | $105,000 |
| Stock awards ($) | $133,649 | $170,069 |
| Total ($) | $238,649 | $275,069 |
| Committee cash components (detail) | Retainer $75,000; Committee fees $30,000 (Audit Chair $25,000; Nom/Gov member $5,000) | Retainer $75,000; Committee schedule unchanged (Audit Chair $25,000; Nom/Gov member $5,000) |
Notes:
- Director remuneration structure: $75,000 cash retainer + ~$150,000 RSUs; committee chairs/members receive additional fixed cash per committee (Audit Chair $25,000; Audit member $12,500; Compensation Chair $15,000; member $7,500; Nominating & Governance Chair $10,000; member $5,000) .
Performance Compensation
- Non-employee director equity is RSU-based and time-based; no performance metrics (e.g., TSR, EBITDA) are disclosed for director grants .
- Grant detail example: On June 1, 2023, non-employee directors received 8,056 RSUs each; grant date fair value $133,649; RSUs determined by dividing $150,000 by 30-day VWAP before approval date .
| Element | 2023 | 2024 |
|---|---|---|
| Equity instrument | RSUs (time-based) | RSUs (time-based) |
| Grant date | Jun 1, 2023 | Not disclosed |
| RSU count | 8,056 | Not disclosed |
| Performance metrics tied to director equity | None disclosed | None disclosed |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current external public boards | None (as per 2025 skills matrix) |
| Past external public boards | Magnite (MGNI), HireRight (HRT), Stem (STEM) – Audit Committee Chair in each |
| Shareholder influence agreements | Oak Hill Advisors has nomination rights; currently designates one director (Eitan Arbeter) while owning ~11.1% of shares outstanding as of Closing Date base reference . Troe is not the Oak Hill designee . |
| Related party transactions policy | Audit Committee reviews and approves related party transactions >$120,000; policy factors include third-party terms and extent of related person’s interest . |
Expertise & Qualifications
- CPA; Audit Committee Financial Expert per SEC definition; financial literacy under NYSE standards .
- Governance, public company accounting/financial reporting, cybersecurity oversight credentials (NACD, CERT) .
- Oil & gas industry involvement since 1980 (upstream/midstream; board-level oversight) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Reference Date |
|---|---|---|---|
| Lisa L. Troe | 22,769 | <1% (*) | March 31, 2025 |
| Total shares outstanding | 116,027,967 | — | March 31, 2025 |
Director stock ownership guidelines: non-employee directors must hold shares equal to 5x annual cash retainer, to be achieved within 5 years of the Merger closing or date of election . Hedging and pledging of company securities are prohibited under the Insider Trading Policy .
Governance Assessment
- Strengths:
- Independent director with deep audit and SEC enforcement background; designated Audit Committee Financial Expert; enhances financial reporting oversight .
- Consistent engagement: ≥75% attendance across Board/committee meetings in 2024; chairs Audit Committee; signs committee report overseeing auditor independence and fees .
- Alignment mechanisms: meaningful annual director RSU grants; 5x retainer ownership guideline; hedging/pledging prohibitions reduce misalignment risk .
- Potential risks/considerations:
- No disclosed performance metrics for director equity (RSUs are time-based), so director pay is not explicitly tied to operating/TSR outcomes; however, equity mix still provides market alignment .
- Board-level shareholder influence via Oak Hill nomination rights; while Troe is independent, overall board composition includes one sponsor designee—monitor for any governance tensions; Audit Committee oversight of related-party transactions mitigates risk .
- Overall implication for investor confidence: Troe’s audit expertise, independence, and leadership as Audit Chair are positives for financial reporting integrity and compliance oversight; attendance and policy safeguards support board effectiveness .