| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Certain Officers
On October 26, 2023, NOV Inc. (the “Company”) issued a press release announcing the retirement of Isaac H. Joseph, President of Wellbore Technologies, and the retirement of Kirk M. Shelton, President of Completion and Production Solutions, effective December 31, 2023. Mr. Shelton and Mr. Joseph each submitted an election to participate in the Company’s 2023 Voluntary Early Retirement Plan (the “Program”).
Mr. Joseph and Mr. Shelton will each step down from their respective positions on December 31, 2023. Mr. Joseph and Mr. Shelton will both continue to serve in a non-executive advisory role and will remain employees of the Company from January 1, 2024 until March 31, 2024 (“Retirement Date”). To facilitate an orderly transition of their duties and responsibilities, it is anticipated that Mr. Joseph and Mr. Shelton will each enter into a consulting agreement with the Company (the “Consulting Agreement”) on or about the Retirement Date, pursuant to which Mr. Joseph and Mr. Shelton will render consulting advice and services to the Company.
Under the terms of the Consulting Agreement, Mr. Joseph and Mr. Shelton will each receive the following compensation and benefits: (a) a monthly retainer fee not to exceed their current monthly salary for twelve (12) months, and (b) continued vesting of all outstanding stock options, stock appreciation rights, performance awards, and time-based restricted stock awards/units during the consulting term. The Consulting Agreement will remain in effect for a term of one (1) year. After the one-year term of the Consulting Agreement, Mr. Joseph and Mr. Shelton will be entitled to retain any unvested and/or outstanding equity-based compensation, which shall continue to vest, per the terms of the Program.
The retirements of Mr. Joseph and Mr. Shelton were not as a result of any issues or disagreements with the Company, including on any matters related to the Company’s financial disclosures, accounting policies or practices.
The Company’s other eligible named executive officers, including the Company’s Chairman, President and Chief Executive Officer, Clay C. Williams, declined to participate in the Program.
Appointment of Certain Officers
On October 26, 2023, the Company also announced that Joseph W. Rovig has been selected to serve as the President of the Energy Equipment segment and Scott B. Livingston has been selected to serve as the President of the Energy Products and Services segment, effective January 1, 2024.
Mr. Rovig, age 63, currently serves as the President of the Rig Technologies segment, a position he has held since 2014. Mr. Rovig has also served as Group Vice President of Global Operations, Vice President of the Eastern Hemisphere, Director of Service and Repair and Senior Vice President of the Offshore Drilling Equipment group within the Company’s Rig Technologies division. Prior to joining the Company in 2002, Mr. Rovig worked for two drilling contractors and an oilfield services company in various positions, both domestically and internationally. Mr. Rovig began his career in the oil and gas industry in 1979 and spent 20 years working in multiple locations in Asia and Europe. Mr. Rovig is a current executive officer of the Company.
Mr. Livingston, age 53, currently serves as the President of the Intervention & Stimulation Equipment business unit, a position he has held since 2018. Mr. Livingston joined the Company in 2001, garnering increasing levels of management responsibilities for global projects and operations, first focused on the offshore energy market. From 2012 to 2018, Mr. Livingston served in various senior management roles leading various aspects of the Company’s onshore and offshore global businesses, production operations, and engineering. From 2006 to 2012, Mr. Livingston worked in Singapore as VP of Installation and Commissioning for the Company’s projects with newly constructed deep-water rigs during the height of the global offshore build-cycle. Prior to joining the Company, Mr. Livingston served eight years as an Officer in the US Air Force involved in maintenance, logistics, and program management for new aircraft weapons systems. Mr. Livingston graduated from Texas A&M with a bachelor’s degree in Industrial Engineering and obtained a Masters of Logistics Management from Georgia College while in the military.
Mr. Rovig and Mr. Livingston will not receive any additional compensation for 2023 in connection with these appointments.