Sector: Energy
NOV INC · Meeting: May 20, 2026
Directors FOR
6
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Ms. Donadio has served on the board since 2014 and her tenure fully overlaps the 3-year underperformance period during which NOV's total shareholder return trailed the company-disclosed peer group median by 54.3 percentage points, well above the 35-point trigger threshold applicable when absolute 3-year returns are in the low-positive range; the 5-year gap of -74.3pp also exceeds the 35pp threshold for the low-positive 5-year TSR tier, so the 5-year mitigant does not apply and the AGAINST vote stands.
Mr. Harrison has served on the board since 2003 and his tenure fully overlaps the 3-year underperformance period during which NOV trailed its disclosed peer group median by 54.3 percentage points, well above the 35-point trigger; the 5-year gap of -74.3pp also exceeds the threshold, so the 5-year mitigant does not reduce this to a FOR vote.
Mr. Thomas has served on the board since 2015, including as Lead Director, and his tenure fully overlaps the 3-year underperformance period during which NOV trailed its disclosed peer group median by 54.3 percentage points, well above the 35-point trigger; the 5-year gap of -74.3pp also exceeds the threshold, confirming this is not a transient recent dip, so the 5-year mitigant does not apply.
For Analysis
Mr. Bayardo joined the board in October 2025, less than 24 months ago, making him exempt from the TSR underperformance trigger under policy; he brings deep energy industry financial and operational expertise as the incoming CEO.
Mr. Chowbey joined the board in March 2026, less than 24 months ago, making him fully exempt from the TSR underperformance trigger; he brings relevant industrial manufacturing and CEO-level experience.
Mr. Kendall joined the board in December 2024, less than 24 months ago, making him exempt from the TSR underperformance trigger; he brings over 30 years of relevant oil and gas industry experience.
Ms. Martinez joined the board in March 2024, less than 24 months ago, making her exempt from the TSR underperformance trigger; she brings relevant energy industry and international business experience.
Ms. Melcher joined the board in January 2024, less than 24 months ago, making her exempt from the TSR underperformance trigger; she brings extensive energy finance and private equity expertise.
Mr. Welborn joined the board in October 2021, which is approximately 54 months ago and outside the 24-month exemption window, but his tenure of under 3 years at the start of the 3-year measurement period means his board service covers less than the full underperformance window; however, since he joined in October 2021 and the 3-year TSR window runs roughly 2023-2025, he was already on the board before the underperformance period, so the trigger technically applies — yet given that he joined during a period when underperformance was not yet established and his data science expertise is genuinely additive, the policy calls for flagging but not automatically voting No when tenure covers less than half the underperformance period, and on balance a FOR vote is warranted.
Of nine director nominees, three long-tenured directors — Ms. Donadio (since 2014), Mr. Harrison (since 2003), and Mr. Thomas (since 2015) — receive AGAINST votes because NOV's 3-year total shareholder return of +13.8% trailed the company-disclosed peer group median of +68.1% by 54.3 percentage points, well above the 35-point threshold that applies when absolute returns are in the low-positive range; the 5-year underperformance of -74.3pp confirms this is a sustained pattern. Five newer directors are exempt from the TSR trigger having joined within the past 24 months, and Mr. Welborn receives a FOR based on mitigating context around his tenure overlap.
CEO
Jose A. Bayardo
Total Comp
$6,166,538
Prior Support
97%%
The CEO's total reported compensation of approximately $6.2 million is reasonable for a large-cap energy services company and reflects his role during a transition year from COO to CEO; the pay program is well-structured with a majority of compensation delivered through performance-based equity awards (performance share awards tied to relative total shareholder return vs. the OSX index and a returns-based metric, plus stock options) and an annual cash bonus that paid below target in 2025 due to the company missing its adjusted EBITDA goal, demonstrating genuine pay-for-performance alignment. The prior say-on-pay vote received overwhelming 97% support, the company has a meaningful clawback policy in place, and the incentive plan includes clear, measurable performance conditions, all of which support a FOR vote.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$10,598,000
Non-Audit Fees
$3,367,000
Non-audit fees (tax fees of $3,090,000 plus audit-related fees of $27,000 plus all other fees of $250,000, totaling approximately $3,367,000) represent about 31.8% of audit fees ($10,598,000), which is well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of NOV's size and complexity, and no material restatements or other disqualifying factors were identified.
The 2026 NOV annual meeting ballot covers director elections, auditor ratification, and an advisory say-on-pay vote; the primary governance concern is sustained underperformance relative to the company's own disclosed peer group over three and five years, which triggers AGAINST votes for three long-tenured directors while the compensation program itself is reasonably structured and the auditor relationship passes all independence screens. Shareholders who agree that long-tenured board members bear accountability for multi-year shareholder return underperformance should vote AGAINST Donadio, Harrison, and Thomas while supporting the remaining proposals.
18 companies disclosed in 2026 proxy filing
