Our Board of Directors has adopted policies to guide the operation and direction of the Board and its committees, including Corporate Governance Guidelines and charters for each of its committees. These comply with the requirements of the NYSE standards, applicable provisions of the Sarbanes-Oxley Act of 2002, and SEC rules. Copies of the Corporate Governance Guidelines, as well as the charters for each of the Audit Committee, Compensation Committee, and Nominating & Governance Committee, are available below.
Our Board of Directors
Our Board consists of seven directors, six of whom are independent non-management directors. The sole inside director is C&J’s CEO. An independent director serves as Chairman.
Mr. Gawick joined our Board of Directors in July 2016. He also currently serves as our President and Chief Executive Officer, a position he was appointed to in June 2016, having previously served as our Chief Operating Officer.
Mr. Gawick was President and Chief Executive Officer of C&J’s wireline business, Casedhole Solutions, Inc. (“Casedhole Solutions”), from March 2010 through June 2012, when C&J acquired Casedhole Solutions. Mr. Gawick continued in his role of President of Casedhole Solutions until his promotion to Chief Operating Officer in October 2012. Mr. Gawick started his oilfield career in 1979 with Schlumberger, and from then until March 2010, he held numerous management positions with Schlumberger, focusing on operations and marketing, including oversight of all of Schlumberger’s oilfield business segments. In addition, he has held senior leadership positions in oilfield services in sales business and new technology development, service delivery and health-safety-environmental management, with assignments throughout the United States, as well as in Canada, Europe, the Far East and Latin America.
Mr. Gawick holds a Bachelor of Science degree in Electrical Engineering from the University of Manitoba.
Mr. Murray joined our Board of Directors in January 2017 and currently serves as Chairman of the Board. In 2007, Mr. Murray retired from Dresser, Inc. (including its successors in interest, “Dresser”), a manufacturer and marketer of highly engineered equipment for the energy industry, where he had been the chairman of the board and Chief Executive Officer since 2001. Mr. Murray has over 35 years of domestic and international experience in both operational management and financial/business development leadership roles.
Mr. Murray served in a variety of senior leadership roles with Dresser, including President and Chief Executive Officer of Dresser; President of Halliburton Company’s Dresser Equipment Group, Inc.; Vice President, Strategic Initiatives of Dresser Industries, Inc.; and Vice President, Operations of Dresser, Inc. from 1996 to 2000. Mr. Murray was Chief Executive Officer of the management team that led the leveraged buyout of Dresser Equipment Group by Dresser senior management and investment firms.
Mr. Murray served as the President of Sperry-Sun Drilling Services from 1988 through 1996. Mr. Murray joined NL Industries in 1973 as a Systems Application Consultant and served in a variety of increasingly senior management positions. Mr. Murray also serves on the board of the World Affairs Council of Dallas Fort Worth, on the board of advisors for the Maguire Energy Institute at the Edwin L. Cox School of Business, Southern Methodist University, and as Chairman of the Board of Regents of Seton Hall University. Mr. Murray holds a Bachelor of Science degree in Accounting and a Master of Business Administration from Seton Hall University. He also served for two years in the U.S. Army as a commissioned officer.
Mr. Brightman joined our Board of Directors in January 2017. Mr. Brightman has served as Chief Executive Officer of TETRA Technologies, Inc. (“TETRA”), a diversified oilfield services company, since May 2009, at which time he was also appointed to serve on its board of directors. He also served as President of TETRA from May 2009 until February 2018, and as Executive Vice President and Chief Operating Officer of TETRA from April 2005 to May 2009. Mr. Brightman also serves as chairman of the board of directors of CSI Compressco GP Inc., a subsidiary of TETRA and the general partner of CSI Compressco LP, a subsidiary of TETRA and a publicly traded master limited partnership.
During his tenure in executive roles at TETRA, Mr. Brightman has successfully positioned TETRA as a leading player in several of its markets. He has also led TETRA through multiple key acquisitions and divestitures.
Prior to TETRA, Mr. Brightman spent 11 years at Dresser, Inc. (including its successors in interest, “Dresser”), in a variety of leadership roles, during which he was involved in multiple M&A transactions, internal restructurings and product/market repositionings. He has experience in integration of acquisitions and oversight of operations, engineering, sales and marketing, finance, human resources and information technology. He was also part of the management team that led the leveraged buyout of Dresser Equipment Group by Dresser senior management and investment firms.
Mr. Brightman received his Bachelor of Science degree from the University of Pennsylvania and his Master of Business Administration degree from the Wharton School of Business.
Mr. Kennedy joined our Board of Directors in January 2017. Mr. Kennedy was president and chief executive officer of Wilson International, a wholly owned business unit of Smith International, from 1999 to 2010 and of Schlumberger from August 2010 to May 2012. During his tenure, the company developed and executed growth strategies, building a global infrastructure and implementing leading supply chain information technologies.
Prior to this, he served in multiple senior financial roles, including Chief Financial Officer at Smith International Inc., where he held responsibility for, among other things, accounting, strategic planning, investor relations, SEC reporting, board reporting, tax planning, exposure management, acquisition integration and corporate finance.
He currently serves as chairman of the board of directors of MicroSeismic Inc., where he has also served as chairman of the audit committee since January 2015. He was appointed to MicroSeismic’s board of directors in September 2013. Mr. Kennedy also currently serves as an advisor to Sumitomo Corporation of the Americas, a position he has held since 2015. Mr. Kennedy previously served on the board of directors for Edgen Group from January to November 2013 and CE Franklin Inc. from 1999 to May 2012. Mr. Kennedy is a member of the Industry Advisory Board to the Industrial Distribution Program at Texas A&M university, a position he has held since 2005. His career has spanned over 35 years in both executive finance and operating positions providing a broad range of expertise in strategic planning, organization structure, acquisitions, divestitures, recapitalizations and reorganizations in companies with global operations.
Mr. Kennedy is a member of the Chartered Association of Corporate Treasurers (FCT). Mr. Kennedy graduated from Farnborough College of Technology in 1973.
Mr. Mueller joined our Board of Directors in January 2017. He is also currently as a Senior Advisor for First Reserve Corporation (a private equity investment firm exclusively focused on energy and specializing in buyouts, growth capital, and industry consolidations in middle market companies), having joined the First Reserve Senior Advisor Program in September 2016.
Mr. Mueller served in key leadership roles, including Chairman of the Board, Chief Executive Officer, Chief Operating Officer and President at Southwestern Energy Company (“Southwestern”), an energy company engaged in exploration, development, production, gathering and marketing, during his tenure from 2008 until his retirement in 2016. While with Southwestern, he repositioned the company from Arkansas-centric to a significant Appalachian exploration and production player and oversaw numerous acquisitions and divestitures. He was also instrumental in Southwestern’s environmental and sustainability efforts, including developing a leading approach to water use, methane emissions and fracture stimulation issues.
Mr. Mueller holds a Bachelor of Science degree in Geologic Engineering from the Colorado School of Mines. His 40-plus years of experience in the oil and gas industry evolved from his first position as a Geological Engineer with Tenneco Oil and Gas Company to roles of increasing responsibility in engineering, operations and management with both large and micro exploration and production companies. He has also participated in transformations in all but one of those companies.
He continues to exhibit his leadership in the industry through his involvement with the Gas Technology Institute.
Mr. Roemer joined our Board of Directors in December 2010. Mr. Roemer also operates his business, Roemer Financial Consulting, a financial advisory services company that he founded in 2012. He advises closely held businesses with financial advice, focusing on potential merger and acquisitions and exit transactions.
Prior to his current role, Mr. Roemer served as a Partner and Chief Financial Officer of Hammond, Kennedy, Whitney & Company (“HKW”), a private equity firm. In this role, his responsibilities included, among other things, financial and tax reporting, coordinating financial due diligence of acquisition targets, and working with the HKW team to assess a target’s financial results and the financial management team’s capabilities.
Mr. Roemer received his Bachelor of Science in Accounting from the University of Rhode Island. Mr. Roemer began his career with the Flackman, Goodman & Potter accounting firm, where he rose to the level of Partner. He is a licensed CPA with over 35 years’ experience.
Mr. Zawadzki joined our Board of Directors in January 2017. Mr. Zawadzki is also a Senior Managing Director of The Blackstone Group and Co-Head of the energy platform at GSO Capital Partners (“GSO”). Mr. Zawadzki oversees GSO’s activities in the energy sector and sits on the investment committee for GSO’s various energy funds.
Prior to joining GSO 2006, Mr. Zawadzki was with Citigroup Private Equity, where he completed numerous private equity and subordinated debt investments. He also worked in the investment banking division of Salomon Smith Barney, focused on the media and telecommunications industries. Mr. Zawadzki currently serves on the Board of Directors of Twin Eagle Resource Management, where he has served since March 2017, Sequel Energy Group since November 2016, 3Bear Energy since September 2016, Elevation Midstream since July 2018 and Community Development Capital Group since November 2013. During the past five years, Mr. Zawadzki has also served on the Board of Directors of Titan Energy, LLC. Mr. Zawadzki received a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania, where he graduated magna cum laude.
Board Committee Composition
Our Board has three standing committees, each of which is comprised solely of independent, non-management directors. This is in accordance with NYSE corporate governance listing standards. The composition of each committee is reflected below.
|Name of Director||Independent||Audit Committee||Compensation Committee||Nominating and Governance Committee|
* Committee Member
** Committee Chair
+ The NYSE and SEC require that each of the Audit Committee, Compensation Committee and Nominating and Governance Committee be comprised solely of independent directors, with heightened standards applicable to Audit Committee and Compensation Committee members. We also significantly exceed the NYSE requirement that a majority of the directors be independent.