Bayardo joined the board in October 2025, well within the 24-month exemption window, so the TSR trigger does not apply; he brings deep financial and operational expertise as the incoming CEO and has no overboarding, attendance, or independence concerns.

Chowbey joined the board in March 2026, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings relevant industrial manufacturing and executive leadership experience and there are no overboarding or attendance concerns, though the board should monitor the commercial relationship between NOV and Kennametal Inc. (where Chowbey serves as CEO), which the board has reviewed and deemed immaterial.

Donadio has served since 2014 and the 3-year TSR trigger does not fire — NOV's 3-year return of +19.6% trails the peer median by only 5.3 percentage points, well below the 35-point threshold required to trigger a vote against; she holds three public board seats (NOV, Norfolk Southern, Freeport-McMoRan), which is within the four-board limit, and her deep oil and gas audit expertise makes her an excellent fit as Audit Committee Chair.

Harrison has served since 2003 and the TSR trigger does not fire given the peer underperformance gap of only 5.3 percentage points versus the 35-point threshold; he currently serves on only the NOV board (having retired from his other board seats), attended all required meetings, and brings over 30 years of financial expertise as a former CFO qualifying him as an Audit Committee financial expert.

Kendall joined in December 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings over 30 years of oil and gas operational experience and currently holds two public board seats (NOV and California Resources Corporation and Range Resources — three total including NOV), which is within the four-board limit.

Martinez joined in March 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings relevant energy industry and international operations experience and holds two public board seats (NOV and Par Pacific), which is within the policy limit.

Melcher joined in January 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings over 35 years of energy finance and private equity experience and serves on only the NOV board with no overboarding or attendance concerns.

Thomas has served since 2015 and the TSR trigger does not fire — the peer underperformance gap of 5.3 percentage points is well below the 35-point threshold; he serves on only the NOV board as Lead Director, attended all required meetings, and brings deep oil and gas industry expertise as a former chairman and CEO of EOG Resources.

Welborn has served since October 2021, now beyond the 24-month exemption window, but the TSR trigger does not fire as NOV's peer underperformance gap of 5.3 percentage points is well below the 35-point threshold; he holds two public board seats (NOV and Onity Group), attended all required meetings, and brings valuable data science and technology expertise.