XPRO Expro Group Holdings NV

Date & Time:

Thursday

May 23, 2024

4:00 p.m., Central European Time

Place:

The Offices of Van Campen Liem,

J.J. Viottastraat 52, 1071 JT,

Amsterdam, The Netherlands

Record Date:

April 25, 2024

How to Vote

Online

Vote online at

www.proxyvote.com.

By Phone

Vote by phone by calling

the number located on your
proxy card.

By Mail

If you received a

printed version of these proxy
materials, you may vote by mail.

Your vote is very important. Holders of the Company’s shares of common stock, each with a nominal value of €0.06 (the “Common Stock”), held as of April 25, 2024, the “day of registration” (“dag van registratie”) as referred to in the Dutch Civil Code, are entitled to vote on the matters before the annual meeting. Even if you plan to attend the annual meeting, the Company urges you to promptly vote your shares of Common Stock in advance of the annual meeting. You will retain the right to revoke your proxy at any time before the vote, or to vote your shares of Common Stock personally if you attend the annual meeting. Voting your shares of Common Stock in advance of the annual meeting will not prevent you from attending the annual meeting and voting in person. Please note, however, that if you hold your shares of Common Stock through a broker or other nominee, and you wish to vote in person at the annual meeting, you must obtain from your broker or other nominee a proxy issued in your name.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 23, 2024

The Notice of Annual Meeting of Shareholders and the Proxy Statement for the 2024 Annual Meeting of Shareholders, along with the Company’s 2023 Annual Report to Shareholders, is available free of charge at www.proxydocs.com/xpro.

2024 Proxy Statement

  Voting Matters

For More
Information

Voting
Recommendation

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2024 Proxy Statement

2024 Proxy Statement | 1

When and where is the annual meeting?

The annual meeting will be held on May 23, 2024, at 4:00 p.m. CET, at the offices of Van Campen Liem, J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands.

Who is soliciting my proxy?

The Board is sending you this proxy statement in connection with their solicitation of proxies for use at the Company’s 2024 annual meeting.

Who is entitled to vote at the annual meeting?

All shareholders who own shares of Common Stock as of the record date, April 25, 2024, are entitled to vote the shares of Common Stock that they hold as of that date. Each shareholder that attends the annual meeting in person may be asked to present valid picture identification, such as a driver’s license or passport, and evidence of corporate authorization if representing a corporate shareholder.

What vote is required to approve the proposals?

The affirmative vote of a simple majority of the votes cast is required to elect each director nominee and to approve each item on the agenda at the annual meeting. Under Dutch law, there is no required quorum for shareholder action at a properly convened shareholder meeting. Further, a director nominee proposal made by the Board and submitted on time is binding. However, the general meeting may render the proposal non-binding by a resolution to that effect adopted with a majority of no less than two-thirds of the votes cast, representing over one-half of the issued capital.

“FOR” the election of each of the director nominees named in this proxy statement (“Item One”);

“FOR” the approval on a non-binding advisory basis of the compensation of the Company’s named executive officers (“Item Two”);

“FOR” the confirmation and ratification of the preparation of the Company’s statutory annual accounts and annual report in the English language and the confirmation and adoption of the annual accounts for the fiscal year ended December 31, 2023 (“Item Three”);

“FOR” the discharge of the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2023 (“Item Four”);

“FOR” the appointment of Deloitte Accountants B.V. as our auditor who will audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2024 as required by Dutch law (“Item Five”);

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2024 (“Item Six”);

2 | 2024 Proxy Statement

“FOR” the authorization of the Board to repurchase shares up to 10% of the issued share capital, for any legal purpose, through the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the NYSE, and during a period of 18 months starting from the date of the 2024 annual meeting (“Item Seven”); and

“FOR” the authorization of the Board to issue shares up to 20% of the issued share capital as of the date of the 2024 annual meeting, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the 2024 annual meeting. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares (“Item Eight”).

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with SEC rules, we are providing access to our proxy materials over the Internet. As a result, we have sent a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy. In addition, shareholders may request to receive future proxy materials in printed form by mail or electronically by e-mail. A shareholder’s election to receive proxy materials by mail or e-mail will remain in effect until the shareholder terminates it.

Can I vote my stock by filling out and returning the Notice?

No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card, or by personally attending and voting at the annual meeting.

How can I access the proxy materials over the Internet?

Your Notice, proxy card and/or voting instruction card will contain instructions on how to view our proxy materials for the annual meeting on the Internet. Our proxy materials are also available at www.proxydocs.com/xpro.

How do I vote?

If you are a shareholder of record as of April 25, 2024, you may vote by any of the following four methods:

Internet. Vote on the Internet at www.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time (“EDT”) on May 22, 2024, or 5:59 a.m. CET on May 23, 2024.

Telephone. Vote by telephone by following the instructions on the Notice. Easy-to-follow voice prompts allow you to vote your shares of Common Stock and confirm that your vote has been properly recorded. Telephone voting facilities for shareholders will be available 24 hours a day and will close at 11:59 p.m. EDT on May 22, 2024, or 5:59 a.m. CET on May 23, 2024.

Mail. If you have requested and received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board. If you mail in your proxy card, it must be received by the Company before the voting polls close at the annual meeting.

In person. You may attend and vote at the Annual Meeting.

2024 Proxy Statement | 3

What do I do if I want to change my vote after I have already voted by proxy?

If you are a shareholder of record as of the record date, you may change or revoke your vote at any time before the voting polls close at the annual meeting by:

voting at a later time by Internet or telephone until 11:59 p.m. EDT on May 22, 2024, or 5:59 a.m. CET on May 23, 2024;

delivering a later-dated, executed proxy card to the address indicated in the envelope accompanying the proxy card;

delivering a written notice of revocation of your proxy to the Company, Attention: Corporate Secretary at 1311 Broadfield Blvd., Suite 400, Houston, Texas 77084; or

attending the annual meeting and voting in person. Please note that attendance at the annual meeting will not by itself (i.e., without also voting) revoke a previously granted proxy.

If my shares of Common Stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my Common Stock for me? How do “abstentions” count?

Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners, but they are not permitted to vote (a “broker non-vote”) on non-discretionary items absent instructions from the beneficial owner. We urge you to provide voting instructions promptly to your broker to ensure that your shares are voted on all of the proposals, even if you plan to attend the annual meeting. Neither abstentions nor broker non-votes, if any, will have any effect on the outcome of voting on items on the agenda for the annual meeting because they are not considered “votes cast.” If any other business properly comes before the annual meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board knows of no matters, other than those previously stated, to be presented for consideration at the annual meeting.

Who covers the expense of the proxy solicitation?

The expense of preparing, printing and mailing the Notice and any proxy statement and the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by employees of the Company, without additional remuneration, by mail, phone, fax or in person. The Company will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the Company’s Common Stock as of March 18, 2024 and will provide reimbursement for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares of Common Stock by following the instructions in the Notice will help to avoid additional expense. In addition, we have engaged the firm of Okapi Partners to assist in the solicitation of proxies for the annual meeting and will pay Okapi Partners a fee of approximately $15,000 plus reimbursement of out-of-pocket expenses. The address of Okapi Partners is 1212 Avenue of the Americas, 17th Floor, New York, New York 10036. If you need assistance in completing your proxy card or voting by telephone or on the Internet, or have questions regarding the annual meeting, please contact Okapi Partners at (855) 305-0857 or by email at info@okapipartners.com.

4 | 2024 Proxy Statement

Are dissenters’ rights available to holders of Common Stock?

Subject to certain exceptions, Dutch law does not recognize the concept of dissenters’ rights. Accordingly, dissenters’ rights are not available to the holders of the Company’s Common Stock with respect to matters to be voted upon at the annual meeting.

Who can I contact for further information?

If you have questions or need assistance voting, please contact Investor Relations at investorrelations@expro.com.

2024 Proxy Statement | 5

Name

Michael C. Kearney

75

Chairman of the Board and non-executive director

Michael Jardon

54

President and Chief Executive Officer and executive director

Eitan Arbeter

43

Non-executive director

Robert W. Drummond

63

Non-executive director

Lisa L. Troe

61

Non-executive director

Brian Truelove

65

Non-executive director

Frances M. Vallejo

Non-executive director

Eileen G. Whelley

70

Non-executive director

Quinn Fanning

60

Chief Financial Officer

Alistair Geddes

61

Chief Operating Officer

John McAlister

57

General Counsel and Secretary

Steven Russell

56

Chief Technology Officer

6 | 2024 Proxy Statement

 Michael C. Kearney

Chairman of the Board

Director since: 2013

Committee Membership:

None

Mr. Kearney currently serves as the Chairman of the Board and non-executive director of the Board, a position he has held since October 2021. Previously, Mr. Kearney served as supervisory director from November 2013 until October 2021. He was Lead Supervisory Director from May 2014 until December 31, 2015, when he was named Chairman. From September 2017 until September 2021, he served as Chairman, President and Chief Executive Officer of the Company. In addition, he served on the Company’s Audit Committee from 2013 until 2017 and the Compensation Committee from 2014 until 2016. Mr. Kearney previously served as President and Chief Executive Officer of DeepFlex Inc., a privately held oil service company which was engaged in the manufacture of flexible composite pipe used in offshore oil and gas production, from September 2009 until June 2013, and had served as the Chief Financial Officer of DeepFlex Inc. from January 2008 until September 2009. Mr. Kearney served as Executive Vice President and Chief Financial Officer of Tesco Corporation from October 2004 to January 2007. From 1998 until 2004, Mr. Kearney served as the Chief Financial Officer and Vice President—Administration of Hydril Company.

Skills and Qualifications

Mr. Kearney has over 25 years of upstream energy executive and board experience, principally in the oil services sector. In addition to his executive experience, Mr. Kearney’s oil service experience extends to serving on the Board of Core Laboratories from 2004 until 2017, most recently as its Lead Director, and serving on the board and Audit Committee of Fairmount Santrol from 2015 until its merger with Unimin Corporation in 2018. Mr. Kearney currently serves on the board of Ranger Energy Services, Inc., an independent provider of well service rigs and associated services, since 2018 and as Chairman of the Board and its Nominating and Governance Committee since January 2024. He also previously served as Chairman of its Audit Committee and as a member of its Compensation Committee until his appointment as Chairman of the Board. Mr. Kearney received a Bachelor of Business Administration degree from Texas A&M University, as well as a Master of Science degree in Accountancy from the University of Houston. Mr. Kearney was selected as a director because of his experience in the oil and gas industry and his experience serving on the board of directors of other companies.

 Michael Jardon

President and Chief Executive Officer

Director since: 2021

Committee Membership:

None

Mr. Jardon currently serves as the Company’s President and Chief Executive Officer and an executive member of the Board, positions he has held since October 2021. Prior to serving in his current positions, he was appointed Chief Executive Officer of Legacy Expro in April 2016, after five years as Legacy Expro’s Chief Operating Officer. Prior to joining Legacy Expro, he was Vice President Well Testing and Subsea responsible for North and South America at Schlumberger and held senior roles in wireline, completions, well testing and subsea from 1992 until 2008. He held a variety of assignments throughout North America, South America and the Middle East. He spent three years with Vallourec as President of North America, leading the commercial activities across North America, directing global research and development, as well as managing sales and strategy for the region.

Skills and Qualifications

Mr. Jardon holds a Bachelor of Science degree in Mechanical Engineering and Mathematics from Colorado School of Mines. Mr. Jardon was selected as a director because of his extensive experience and familiarity with Legacy Expro and its affiliates as well as his industry and management expertise.

2024 Proxy Statement | 7

 Eitan Arbeter

Non-Executive Director

Director since: 2021

Committee Membership:

•  Compensation

Mr. Arbeter has been a non-executive member of the Company’s Board since October 2021. Mr. Arbeter previously served on the Board of Directors of Legacy Expro. He shares portfolio management responsibilities for stressed and distressed credit and certain less liquid multi-strategy portfolios as Portfolio Manager and Partner at Oak Hill Advisors, L.P., a leading alternative investment firm. Mr. Arbeter serves on the Oak Hill Advisors’ investment strategy and several fund investment committees. He has led a number of high-profile restructuring cases and has served on various ad hoc creditor committees, including on several steering committees. Prior to assuming a portfolio management role, Mr. Arbeter spent over 10 years as a senior research analyst. In this role, he had responsibility for Oak Hill Advisors’ distressed investments and covered the consumer products, retail, restaurants, cable and telecommunications industries. Prior to joining Oak Hill Advisors, Mr. Arbeter worked at Bear, Stearns & Co. Inc. in its Global Industrials Group. He currently serves on the Board of Directors for the Winebow Group.

Skills and Qualifications

Mr. Arbeter earned a B.B.A, with Honors, from the Stephen M. Ross School of Business at the University of Michigan. Mr. Arbeter was selected as a director because of his familiarity with Expro as well as his business acumen and capital markets expertise.

 Robert W. Drummond

Non-Executive Director

Director since: 2017

Committee Membership:

•  Compensation

Mr. Drummond has been a director of the Company since May 2017. Prior to October 2021, he served as a supervisory director of the Company, and thereafter, as a non-executive member of the Board. He currently serves as Vice Chairman of the Board of Directors of Patterson-UTI Energy, Inc., an oilfield services company, a position he has held since September 2023. Prior to serving in his current position, Mr. Drummond was President and Chief Executive Officer of NexTier Energy Solutions Inc., f.k.a. Keane Group, Inc., an oilfield services company, from August 2018 until its merger with Patterson-UTI in September 2023. He also served on the Board of Directors of NexTier from August 2018 until September 2023. Prior to that, Mr. Drummond served as President and Chief Executive Officer of Key Energy Services, Inc., an oilfield services company, from March 2016 to May 2018, prior to which he was President and Chief Operating Officer since June 2015. He also served on the Board of Directors of Key Energy Services, Inc. from November 2015 until August 2018. Prior to joining Key, Mr. Drummond was previously employed for 31 years by Schlumberger Limited, where he served in multiple engineering, marketing, operations, and leadership positions throughout North America. His positions at Schlumberger included President of North America from January 2011 to June 2015; President of North America Offshore & Alaska from May 2010 to December 2010; Vice President and General Manager for the US Gulf of Mexico from May 2009 to May 2010; Vice President of Global Sales from July 2007 to April 2009; Vice President and General Manager for US Land from February 2004 to June 2007; Wireline Operations Manager from October 2003 to January 2004; Vice President and General Manager for Atlantic and Eastern Canada from July 2000 to September 2003; and Oilfield Services Sales Manager from January 1998 to June 2000.

Skills and Qualifications

Mr. Drummond began his career in 1984 with Schlumberger. Mr. Drummond is a member of the Society of Petroleum Engineers. Formerly, he served as a member of the Board of Directors of the National Ocean Industries Association, the Energy Workforce & Technology Council and the Greater Houston Partnership and on the Board of Trustees for the Hibernia Platform Employees Organization—Newfoundland; and as an advisory board member for each of the University of Alabama College of Engineering Board, University of Houston Global Energy Management Institute, the Texas Tech University Petroleum Engineers and Memorial University’s Oil and Gas Development Partnership. Mr. Drummond received his Bachelor of Science in Mineral/Petroleum Engineering from the University of Alabama in 1983. Mr. Drummond was selected as a director because of his extensive industry and management expertise.

8 | 2024 Proxy Statement

 Lisa L. Troe

Non-Executive Director

Director since: 2021

Committee Membership:

•  Audit

•  Nominating and Governance

Ms. Troe has been a non-executive member of the Board since October 2021. From January 2014 to June 2021, Ms. Troe was a Senior Managing Director of Athena Advisors LLC, a business advisory firm she co-founded to provide services in securities litigation, public company accounting, financial reporting and disclosure, compliance systems, enterprise risk management, and other business needs and strategies. From 2005 through 2013, Ms. Troe was a Senior Managing Director at FTI Consulting, Inc. (NYSE: FCN), a global business advisory firm. From 1995 through 2005, she served on the staff of the U.S. Securities and Exchange Commission’s Pacific regional office, including seven years as an Enforcement Branch Chief and six years as Regional Chief Enforcement Accountant. Prior to joining the SEC, she was an auditor at a Big Four public accounting firm and worked inhouse in upstream oil and gas companies and a petroleum products pipeline company. From 2003 to 2014, Ms. Troe was a member of the advisory board that functioned as a board of directors for a Texas general partnership engaged in oil and gas exploration and production. Ms. Troe serves on the board of HireRight Holdings Corporation (NYSE: HRT), a global provider of technology-driven workforce risk management and compliance solutions. She previously served on the board of Magnite, Inc. (Nasdaq: MGNI), an independent platform that facilitates the purchase and sale of digital advertising, from February 2014 to June 2023, and Stem, Inc. (NYSE: STEM), a provider of clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios, from April 2021 to June 2023.

Skills and Qualifications

Ms. Troe is an experienced public company audit committee chair and CPA. Ms. Troe received her B.S. in Business Administration with honors from the University of Colorado. Ms. Troe was selected as a director due to her expertise in public company accounting, financial reporting and corporate governance, as well as her public company director and audit committee experience.

 Brian Truelove

Non-Executive Director

Director since: 2021

Committee Membership:

•  Audit

•  Nominating and Governance

Mr. Truelove has been a non-executive member of the Board since October 2021. He has over 40 years of experience in the global upstream oil and gas industry. From 2018 to October 2021, he served on the Board of Directors of Legacy Expro. Mr. Truelove has also served on the Board of Directors of Bristow Group Inc. since 2019. From 2011 to 2018, he worked for the Hess Corporation, an energy company, most recently as Senior Vice President, Global Services, which included serving as the Chief Information Officer, Chief Technology Officer, and leading the Supply Chain/Logistics organization. Prior to assuming this role, he served as Senior Vice President for Hess’ global offshore businesses and prior to that he was Senior Vice President for Global Drilling and Completions. From 1980 through 2010, Mr. Truelove worked for Royal Dutch Shell where he most recently served as Senior Vice President for the Abu Dhabi National Oil Company/NDC on secondment from Shell. Prior to that he led Shell’s global deepwater drilling and completions business.

Skills and Qualifications

During his time with Hess and Shell, Mr. Truelove held leadership positions around the world in drilling and production operations and engineering, asset management, project management, R&D, Health/Safety/Environment, and corporate strategy, amongst others. Mr. Truelove was selected as a director because of his extensive experience in the oil and gas industry and his public company experience.

2024 Proxy Statement | 9

 Frances M. Vallejo

Non-Excutive Director

Director since: 2023

Committee Membership:

•  Audit

Ms. Vallejo has been a non-executive member of the Board since May 2023. She is a former executive officer of ConocoPhillips, an independent exploration and production company, where she began her career in 1987. She served as Vice President, Corporate Planning and Development from April 2015 until December 2016 and as Vice President and Treasurer from October 2008 until March 2015. Prior to October 2008, she served as General Manager Corporate Planning and Budgets, Vice President Upstream Planning and Portfolio Management, Assistant Treasurer, Manager Strategic Transactions, and in other geophysical, commercial, and finance roles. Ms. Vallejo currently serves on the board of directors of Coterra Energy Inc, a publicly traded exploration and production company with focused operations in the Permian Basin, Marcellus Shale and Anadarko Basin, since October 2021. She previously served from February 2021 to November 2023 on the board of directors of Crestwood Equity Partners LP, a publicly traded master limited partnership that owned and operated oil and gas midstream assets located primarily in the Bakken Shale, Delaware Basin and Powder River Basin before being purchased by Energy Transfer LP.

Skills and Qualifications

Ms. Vallejo was a member of the Board of Trustees of Colorado School of Mines from 2010 until 2016 and is a member of the Colorado School of Mines Foundation Board of Governors. Ms. Vallejo holds a Bachelor of Science in mineral engineering mathematics from Colorado School of Mines and a Master of Business Administration from Rice University, where she was named a Jones Scholar. Ms. Vallejo was selected as a director because of her vast experience in the oil and gas industry and extensive leadership roles in corporate planning, budgeting, and treasury. Ms. Vallejo is a NACD Certified Director and CERT Certified in Cybersecurity Oversight.

 Eileen G. Whelley

Non-Executive Director

Director since: 2021

Committee Membership:

•  Compensation

•  Nominating and Governance

Ms. Whelley has been a non-executive member of the Board since October 2021. Ms. Whelley founded EGW Advisors, LLC in January 2019 through which she provides coaching to C-suite executives in the areas of leadership and executive team effectiveness, strategic plan and performance alignment and cultural transformation. She retired from the XL Group, a commercial (re)insurance company, in January 2019, having served as Chief Human Resources Officer, where she was responsible for leading all aspects of Human Resources including leadership development and succession planning, compensation and benefits, diversity and inclusion, cultural transformation and colleague engagement. Prior to joining XL Group in 2012, Ms. Whelley spent five years as Chief Human Resources Officer for the Hartford Financial Services Group, and before that, was at General Electric Company for 17 years where she was a Company officer and held a number of Human Resources leadership roles, including Executive Vice President Human Resources for NBC Universal.

Skills and Qualifications

Ms. Whelley has expertise in the areas of organizational transformation, executive development and succession planning, leadership effectiveness, acquisition integration and executive compensation. She is a member of the SUNY Research Foundation Board of Directors where she serves as Vice Chair of the Board and chairs the Nominating Committee. Ms. Whelley graduated from SUNY Potsdam with a BA in Sociology and earned an MA from Bowling Green State University. She was selected as a director due to her experience in management, executive development and human resources.

10 | 2024 Proxy Statement

 Quinn Fanning

Chief Financial Officer

Mr. Fanning currently serves as the Company’s Chief Financial Officer, a position he has held since October 2021. Prior to serving in his current position, Mr. Fanning was appointed Chief Financial Officer for Legacy Expro in October 2019. Mr. Fanning has more than 25 years’ experience in financial leadership and general management through his time as Chief Financial Officer of both publicly traded and privately held companies and as an investment banker. Prior to joining Expro, Mr. Fanning was Executive Vice President of Tidewater Inc., an energy service company, from July 2008 to March 2019, and Chief Financial Officer from September 2008 to November 2018, where he played a leadership role in successfully completing Tidewater’s financial restructuring and its business combination with GulfMark Offshore, Inc.

Skills and Qualifications

Prior to joining Tidewater, Mr. Fanning was a Managing Director with Citigroup Global Markets, Inc. where he was responsible for senior client coverage and executing a wide variety of M&A, strategic advisory and capital markets transactions across all sectors of the global energy complex. Mr. Fanning holds a Bachelor of Business Administration from the University of Notre Dame and a Master of Business Administration from the University of Chicago Graduate School of Business.

 Alistair Geddes

Chief Operating Officer

Mr. Geddes currently serves as the Company’s Chief Operating Officer, a position he has held since October 2021. Prior to serving in his current position, Mr. Geddes served as Chief Operating Officer of Legacy Expro from 2019 until October 2021, responsible for Region Operations, Group Business Development, Group HR and Group HSEQ. He served as Legacy Expro’s Executive Vice President, responsible for Product Lines, Technology and Business Development from 2014 to 2019. He joined Legacy Expro in 2011 as President for Strategy, Resource Development & Support. Prior to joining Legacy Expro, Mr. Geddes held the position of Vice President for the Asia Pacific region for Weatherford.

Skills and Qualifications

Mr. Geddes has enjoyed a successful 30-year career in the oil and gas industry, having started his career with BP and held senior management roles at Mobil / Exxon Mobil, BG Group and Weatherford International. Mr. Geddes has a BSc in Chemical Engineering from Heriot Watt University, Edinburgh.

2024 Proxy Statement | 11

 John McAlister

General Counsel and Secretary

Mr. McAlister currently serves as the Company’s General Counsel and Secretary, a position he has held since October 2021. Prior to serving in his current position, Mr. McAlister was Group General Counsel of Legacy Expro from June 2006 until October 2021. He was appointed to the board of Expro International Group PLC in June 2006 and was appointed as a Director of Expro International Group Holdings Ltd in 2008.

Skills and Qualifications

Prior to joining Legacy Expro, Mr. McAlister was employed as a solicitor by Clifford Chance before moving to work in the energy sector, holding positions with BG Group PLC, Lattice Group PLC and latterly National Grid PLC. Mr. McAlister holds a BA (Hons) in Law from the University of Kent, graduated from the College of Law in 1992 with First Class Honours and was admitted as a Solicitor of the Senior Courts of England and Wales in 1993.

 Steven Russell

Chief Technology Officer

Mr. Russell currently serves as the Company’s Chief Technology Officer, a position he has held since October 2021. Prior to serving in his current position, Mr. Russell was the Company’s Senior Vice President, Operations. Prior to that, he served as the Company’s President, Tubular Running Services, from June 2018 through November 2019, and as the Company’s Senior Vice President, Human Resources from May 2017 to June 2018. Prior to joining the Company, Mr. Russell served as Vice President, Human Resources for Archer Ltd., a global oil services company, from January 2011 until May 2017.

Skills and Qualifications

Previously, Mr. Russell served in a variety of roles for Schlumberger Ltd. Mr. Russell has over 30 years of experience in the oilfield services industry, with an emphasis on strong line management in North America, Europe, Asia, and Russia. Mr. Russell received a Master’s in Chemical Engineering from the Imperial College of Science & Technology in London, England.

12 | 2024 Proxy Statement

Demographics

Age

Gender

Ethnic Diversity (Y/N)

Tenure on This Board (yrs)

Total # other Public Board Commitments

Compliance

Independent Director

Audit Committee Financial Expert (SEC)

Experience

Public Company CEO

Public Company CFO

Public Company Senior Executive

Public Company Board Director

Audit Committee

Compensation Committee

Nom/Gov Committee

Oil and Gas Industry

International

Expertise*

Finance/Accounting

Banking

Operations

Technology (other than IT), R&D

IT/Cybersecurity

HSE/Risk Management/Audit

Strategic Planning

M&A, Deal Making

HR/Compensation

Legal/Regulatory Affairs

Sales/Marketing/Commercial

Investor Relations

Supply Chain/Logistics

Environmental/Social

Qualification for Expertise is that the nominee served in a role where they extensively used this expertise. Simply managing the function does not qualify unless a direct role was included.

2024 Proxy Statement | 13

Members:

Lisa L. Troe, Chair*

Brian Truelove

Frances M. Vallejo

*  Audit Committee Financial Expert

Primary responsibilities:

The Audit Committee oversees, reviews, acts on and reports to the Board on various auditing and accounting matters, including:

•  the selection of the Company’s independent accountants;

•  the scope of the Company’s annual audits;

•  fees to be paid to the independent accountants;

•  the performance of the Company’s independent accountants and the Company’s accounting practices.

14 | 2024 Proxy Statement

Members:

Eileen G. Whelley, Chair

Eitan Arbeter

Robert W. Drummond

Primary responsibilities:

The Compensation Committee oversees, reviews, acts on and reports to the Board on various compensation matters, including:

•  the compensation of the Company’s executive officers and directors:

•  the Compensation Discussion and Analysis included in the Company’s proxy statement or Annual Report on Form 10-K and the Compensation Committee Report;

•  compensation matters required by Dutch Law;

•  and the discharge of the Board’s responsibilities relating to compensation of the Company’s executive officers and directors.

Members:

Brian Truelove, Chair

Lisa L. Troe

Eileen G. Whelley

Primary responsibilities:

The Nominating and Governance Committee oversees, reviews, acts on and reports to the Board on various corporate governance matters, including:

•  the selection of director nominees;

•  composition of the Board and its committees;

•  compliance with corporate governance guidelines;

•  enterprise risk management, including risks related to matters including compliance, and information technology and cybersecurity;

•  annual performance evaluations of the Board and its committees;

•  and succession planning for the Chief Executive Officer.

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Under this law, the following rules apply:

A company must set suitable and ambitious targets—in the form of a percentage or number—to ensure a balanced board and group of senior officers/employees (as determined by the company) in terms of gender.

A company must prepare a plan to meet those gender targets.

Each year, by October 31, a company must report to the Dutch Social Economic Counsel on the number of men and women who are part of the board by the end of the year; a similar report must be made for the group of senior officers/employees for which a gender target applies.

As part of its report to the Dutch Social Economic Counsel, a company must also indicate what its targets were, what its plans were to meet those targets and, if applicable, why it failed to meet those targets.

The report as mentioned under iii. and iv. was filed by the Company for the first time on October 31, 2023 covering the financial year 2022.

forward the communication to the director or directors to whom it is addressed;

refer the inquiry to the appropriate corporate department if it is a matter that does not appear to require direct attention by the Board or an individual director; or

not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

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☑

Utilize variable, at-risk performance-based elements to align pay and performance for a large portion of compensation.

Permit hedging or pledging of Company stock.

☑

Maintain stock ownership requirements for officers and non-employee directors.

Agree to single trigger post-employment and change-in-control provisions.

☑

Utilize multiple performance metrics across our short- and long-term incentive plans.

Maintain individual employment agreements providing cash severance following a termination of employment (other than with respect to an individual agreement with our CEO).

☑

Limit maximum payout under our short- and long-term incentive plans.

Backdate or reprice stock option awards.

☑

Engage an independent outside consultant to help the Compensation Committee evaluate and monitor our compensation program.

Provide tax gross-ups on change-in-control benefits.

☑

Include clawback provisions in key agreements, and maintain policies that allow us to recover all incentive compensation paid to covered employees, including our Named Executive Officers, in the event of an accounting restatement or certain acts of misconduct.

Provide excessive perquisites.

☑

Utilize reasonable post-employment and change-in-control provisions that do not allow single-trigger change-in-control payments and do not pay severance in the event of voluntary termination.

☑

Annually review all officer compensation opportunities against peer groups.

attract, motivate, retain and reward employees by offering competitive and flexible compensation and benefits packages

promote alignment with our business strategy, goals and processes by tying a substantial portion of executive pay to performance

ensure compliance with applicable law, achievement of the best return on investment and promotion of global equity and consistency

reward long-term profitability

discourage excessive risk-taking

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base salary;

annual cash incentive awards;

equity-based long-term incentive compensation (comprised of both performance-based equity awards and time- based vesting equity awards); and

severance benefits for certain terminations of employment.

2023 Peer Group

Weatherford International plc

Helmerich & Payne, Inc.

Newpark Resources, Inc.

ChampionX Corporation

U.S. Silica Holdings, Inc.

Helix Energy Solutions Group, Inc.

Dril-Quip, Inc.

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Michael Jardon

President and
Chief Executive Officer

Quinn Fanning

Chief Financial Officer

Alistair Geddes

Chief Operating Officer

John McAlister

General Counsel
and Secretary

Steven Russell

Chief Technology Officer

⬛ Base Salary  ⬛ Target Cash Incentives ⬛ Target Equity Awards

May not add to 100% due to rounding. The percentage of each compensation element reflected above is based on the target amounts set by the Compensation Committee.

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Name

Michael Jardon

Quinn Fanning

Alistair Geddes

John McAlister

Steven Russell

Converted to USD from GBP using an exchange ratio of $1.24157 to British Pound, which is the average monthly rate for 2023 as reported by XE.com. With respect to Mr. Geddes, only amounts paid prior to March 31, 2023 were denominated in GBP.

Converted to USD from GBP using an exchange ratio of $1.23982 to British Pound, which is the average monthly rate for 2022 as reported by XE.com.

Increase due to exchange rate fluctuations.

the Company’s financial and operating performance;

the executive officer’s personal performance;

market conditions; and

any other factors that the Compensation Committee deems appropriate to consider.

Name

Michael Jardon

Quinn Fanning

Alistair Geddes

John McAlister

Steven Russell

Converted to USD from GBP using an exchange ratio of $1.24157 to British Pound, which is the average monthly rate for 2023 as reported by XE.com.

2024 Proxy Statement | 25

Metric

Threshold 

(50% Payout) 

Target 

(100% Payout) 

Maximum 

(200% Payout) 

Adjusted EBITDA(1)

Free Cash Flow(2)

TRCF(3)

ESG(4)

“Adjusted EBITDA” is defined by the Company as net income/(loss) adjusted for interest and finance charges, net income tax expense, foreign exchange gains/(losses), severance and other charges, stock-based compensation expense, other income/(expense), gain/(loss) on disposal of group of assets and exceptional items (including merger and integration costs), depreciation, amortization and impairments.

“Free Cash Flow” is defined by the Company as Adjusted Cash Flow From Operations (Adjusted CFFO, which excludes cash paid for interest and exceptional items, such as severance and other integration related costs, share repurchases, withholding taxes on vested shares, settlement costs/payments (e.g., FCPA), and M&A related costs) less Core Capital Expenditures (Core Capex, which excludes integration-related Capex, capitalized software and licenses, and M&A)

Total Recordable Case Frequency, or “TRCF”, is defined as the total recordable cases multiplied by one million, divided by the number of exposure (working) hours.

ESG component is measured by the total reduction measured in CO2e GHG (Greenhouse Gas) emissions as compared to the Company’s 2021 emissions as a baseline.

Goal

Adjusted EBITDA

Free Cash Flow

TRCF