Perma Pipe International : Revised Proxy Soliciting Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Under § 240.14a-12

Perma-Pipe International Holdings, Inc. (name of registrant as specified in its charter)

_________________________________________

(name of person(s) filing proxy statement, if other than registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Explanatory Note

This amended and restated proxy statement (the "Amended Proxy Statement") is being filed to amend and restate in its entirety the proxy statement on Schedule 14A which was previously filed by Perma-Pipe International Holdings, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on June 21, 2024 (the "Original Proxy Statement") in connection with the 2024 Annual Meeting of Stockholders (the "Annual Meeting").

Subsequent to the filing of the Original Proxy Statement, the Company identified matters in the Original Proxy Statement to be updated or revised. Certain dates have been updated and non-substantive changes made. Reference to "notice and access" delivery have been eliminated. Certain other items that were updated or revised include the following:

• Introduction: The disclosure regarding the 2024 Omnibus Plan (the "2024 Plan") has been revised to reference the 530,000 shares of common stock authorized for issuance under the 2024 Plan.
• Proposal 1 - Election of Directors: The table listing director nominees included reference to an executive officer who is not a director or nominee for director. The table and biographical information for director nominees has been updated accordingly.
• Proposal 4 - Adoption of the 2024 Omnibus Stock Incentive Plan: The Key Highlights discussion has been updated. The effect of abstentions has been revised to be consistent with the disclosure elsewhere in the Amended Proxy Statement.
• Board and Stockholder Meeting Attendance: The disclosure has been updated to confirm that all members of the Board of Directors attended at least 75% of the meetings of the Board and committees on which such director served.
• Executive Compensation: The compensation tables included within this section have been updated.
• Stock Ownership - Principal Stockholders and Security Ownership of PEO, NEOs, and Directors: This information has been updated through the most recent practicable date, and to include all named executive officers.
• Report of the Audit Committee: Statement regarding engaging PricehouseCoopers LLP as the Company's independent registered accounting firm for year ended January 31, 2025.
• Stockholder Proposals and Nominations for 2025 Annual Meeting: The deadlines to submit proposals have been updated.
• Other information: References to a former executive officer were inadvertently included and have been removed.

These changes were made prior to mailing the Original Proxy Statement to stockholders and in advance of sending out the Notice Regarding the Availability of Proxy Materials in connection with the Annual Meeting. No shareholders had the ability to submit a proxy or vote prior to distribution of this Amended Proxy Statement.

June 21, 2024

Dear Fellow Stockholders:

We continue to commit ourselves to focusing on our strategies to improve business performance and drive profitable growth. We are pleased to report that over this past year, we have made notable progress towards this commitment in areas including:

• Formal acceptance of our company into QatarEnergy's Tawteen program;
• Opening our new production facility in Vars, Ontario to expand our business in Eastern Canada;
• Executing our new joint venture in Saudi Arabia with the additional production facility in Riyadh which broadens our capabilities to support the government's growth and investment plans in their infrastructure;
• Bringing our Abu Dhabi facility to full production supporting our expanding energy and industrial business in the U.A.E.;
• Further strengthening our organization and leadership through the promotion of Matthew Lewicki to Chief Financial Officer, replacing Bryan Norwood CFO who announced his retirement in October, and Chuck Heaton to Vice President of Human Resources

Our relentless focus on growth and business improvement is providing demonstrable results as evidenced by our recently announced FY2023 financials. In parallel with this business progress, we maintain focus on strong corporate governance and responsiveness to stockholders' feedback to ensure we manage the Company for the long-term benefit of our customers, employees, and stockholders. We regularly review and update our Board's structure, policies, committee charters, and practices based upon input from investors and third-party experts in corporate governance as well as comparison to the practices of other public companies. These documents are available for your review on our website, www.permapipe.com.

We welcome feedback on how we can improve further and encourage stockholders and other interested parties to write or call our Board at any time as provided below:

Write: Corporate Secretary

Perma-Pipe International Holdings, Inc.

24900 Pitkin Road, Suite 309

Spring, TX 77386

Call: Investor Relations [phone]

Email: [e-mail]

Thank you for your investment in Perma-Pipe International Holdings, Inc. and continued confidence in support of our Board and the Company.

Very truly yours,
Jerome T. Walker	David J. Mansfield
Chairman of the Board	Chief Executive Officer

24900 Pitkin Road, Suite 309

Spring, Texas 77386

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Thursday, July 25, 2024 1:00 p.m. Central Time

Online at www.virtualshareholdermeeting.com/PPIH2024

Perma-Pipe International Holdings, Inc. ("Company" or "us") is holding its 2024 annual meeting of stockholders virtually by live webcast at 1:00 p.m., Central Time, on Thursday, July 25, 2024, for the following purposes:

1. to elect five directors to hold office until the 2025 annual meeting of stockholders and until their successors are otherwise duly elected or qualified;
2. to approve, on an advisory basis, the compensation of the Company's named executive officers;
3. to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent accountant for the fiscal year ending January 31, 2025;
4. to adopt the 2024 Omnibus Plan through 2027; and
5. to transact such other business as may be properly presented at the meeting.

The Board recommends that you vote "FOR" the election of the director nominees, "FOR" the approval, on an advisory basis, of the compensation of the Company's named executive officers, "FOR" ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountant for the fiscal year ending January 31, 2024, and "FOR" the adoption of the 2024 Omnibus Plan through 2027.

Stockholders of record at the close of business on June 12, 2024, are entitled to notice of and to vote prior to the date of the meeting.

On or about July 1, 2024, the Company will first send to stockholders of record as of June 12, 2024, a copy of this Proxy Statement, including this Notice, the proxy card, and the 2023 Annual Report to Stockholders. Stockholders will have the opportunity to vote on the proposals contained in the proxy material by selecting the proposals being voted upon via proxy card, which is to be marked, signed, and submitted in advance of the annual meeting of stockholders and no later than July 24, 2024, or via the Internet to vote online. On the date of mailing the Notice, all stockholders may access our proxy materials on a website referred to and at the URL address included in the accompanying proxy card. Our proxy materials are available free of charge.

Stockholders of record as of June 12, 2024 will be able to participate in our virtual annual meeting by visiting www.virtualshareholdermeeting.com/PPIH2024. To participate in our virtual annual meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Our virtual annual meeting will begin promptly at 1:00 p.m., Central Time, on Thursday, July 25, 2024. Online check-in will begin at 12:30 p.m., Central Time, on Thursday, July 25, 2024, and you should allow ample time for the online check-in procedures. Appropriate questions may be submitted at any time during the meeting, and they will be addressed at the conclusion of the Company's prepared remarks.

Our Proxy Statement and Annual Report are available on the Company's website at www.permapipe.comunder: Investors - Investor Center.

Perma-Pipe International Holdings, Inc.

AMENDED AND RESTATED PROXY STATEMENT

For the 2024 Annual Meeting of Stockholders

Thursday, July 25, 2024

INTRODUCTION

This Amended and Restated Proxy Statement (this "Proxy Statement"), which amends and restates the original proxy statement dated June 21, 2024, is being furnished to our stockholders by the Board of Directors (the "Board") of Perma-Pipe International Holdings, Inc., in connection with the solicitation of proxies by our Board for use at our 2024 Annual Meeting of Stockholders to be held virtually by live webcast at www.virtualshareholdermeeting.com/PPIH2024 on Thursday, July 25, 2024 at 1:00 p.m., Central Time, and all adjournments or postponements thereof (the "Annual Meeting") for the purposes set forth in the attached Notice of 2024 Annual Meeting of Stockholders.

A Proxy, in the enclosed form, which is properly executed, duly returned to the Company and not revoked, will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted as follows:

• FOR the election of the five nominated directors to hold office until the Company's 2025 Annual Meeting of Stockholders and until their successors are otherwise duly elected or qualified;
• FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers;
• FOR the ratification of our selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025;
• FOR approval of the 2024 Omnibus Plan through 2027; and
• As our proxies deem appropriate, on transacting any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof.

This Proxy Statement and the accompanying form of proxy are first being sent on or about July 1, 2024 to stockholders of record as of June 12, 2024 (the "Record Date"). In addition to the use of the mail, proxies may be solicited by directors, officers, or employees of the Company in person, by electronic mail, by telephone or by other means. The Company will pay the cost of the proxy solicitations.

References in this Proxy Statement to the "Company," "we," "our" and "us," are references to Perma-Pipe International Holdings, Inc. Our fiscal year ends January 31. Years described as 2024, 2023, 2022, and 2021 are our fiscal years ended January 31, 2025, 2024, 2023, and 2022, respectively.

It is important that your shares are represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please sign and date the enclosed proxy card and return it to us. If you own your shares through a broker, bank or other nominee, please return your voting instruction form to your broker, bank or nominee, or use the electronic voting means described below to vote your shares.

VOTING AND OTHER INFORMATION

Who may vote? You may vote up to the day of the Annual Meeting if you were the holder of record of our common stock ("Common Stock") at the close of business on the Record Date. You are entitled to one vote on each proposal presented at the Annual Meeting for each share you owned on the Record Date. If you held Common Stock on the Record Date in "street name" through a bank, broker, or other nominee, you must obtain a legal proxy, executed in your favor, from the institution that held your Common Stock as of the close of business on the Record Date, to be entitled to vote those shares of Common Stock. As of the close of business on the Record Date, there were 8,017,981 shares of Common Stock outstanding.

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What am I voting on? You are voting on:

1. the election of five directors to hold office until our 2025 annual meeting of stockholders and until their successors are otherwise duly elected or qualified;
2. the approval, on an advisory basis, of the compensation of the Company's named executive officers;
3. the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountant for our fiscal year ending January 31, 2025;
4. the approval of the 2024 Omnibus plan through 2027; and
5. such other business as may be properly presented at the Annual Meeting.

In case any nominee named herein for election as a director is unable to serve when the election occurs, proxies in the accompanying form may be voted for a substitute as determined by our Board. The Company expects all nominees to be able to serve as a director if elected and knows of no matters to be brought before the Annual Meeting other than those referred to in the accompanying Notice of 2024 Annual Meeting and this Proxy Statement. If, however, any other matters come before the Annual Meeting, proxies in the accompanying form will be voted thereon in accordance with the judgment of the designated proxies.

What vote is required to approve the various proposals?

Proposal 1. A plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting will be required to elect our directors. This means that the individuals receiving the largest number of votes will be elected as directors, up to the maximum number of directors to be elected at the Annual Meeting. Any shares that are not voted on this matter at the Annual Meeting, whether by abstention, broker non-vote or otherwise, will have no effect on the election of directors at the Annual Meeting.

Proposal 2. The compensation of the Company's named executive officers will be approved, on an advisory basis, if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.

Proposal 3. The appointment of PricewaterhouseCoopers LLP as our independent accountant for our fiscal year ending January 31, 2025 will be ratified if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions will not affect the voting results for this proposal. Brokers may vote uninstructed shares for this proposal as it is considered to be a "routine" proposal.

Proposal 4. The adoption of the 2024 Omnibus Plan (the "2024 Plan") through 2027, including the authority to issue up to 530,000 shares of common stock under the 2024 Plan will be approved if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions will have the effect of a vote "against". In general, brokers do not have discretionary authority on proposals relating to equity compensation plans. Therefore, absent instructions from you, your broker may not vote our shares on this proposal. Broker non-votes will have no effect on this proposal.

Why a virtual meeting? We are excited to continue to utilize the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting again this year will enable increased stockholder attendance and participation, since our stockholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your appropriate questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PPIH2024, however, you will not be able to vote electronically at our Annual Meeting. Appropriate questions may be submitted at any time during the meeting and they may be addressed at the conclusion of the Company's prepared remarks. Therefore, you must submit your proxy or otherwise vote your shares prior to our Annual Meeting in order for your vote to be properly cast.

What is householding? The rules of the SEC permit companies to provide a single copy of an annual report, proxy statement or notice of internet availability of proxy materials to households in which more than one stockholder resides. As a result, any stockholders who share an address and who have been previously notified that their broker, bank or other intermediary will be householding their proxy materials, will receive only one copy of our proxy statement and 2023 Annual Report to Stockholders and Notice, unless one or more have affirmatively objected to the householding notice.

Stockholders sharing an address who received only one set of these materials may request a separate copy, which will be promptly sent at no cost, by contacting our Corporate Secretary orally or in writing at the address below. Stockholders sharing an address who received multiple copies of these materials may request householding by contacting the Corporate Secretary as follows:

Perma-Pipe International Holdings, Inc. 24900 Pitkin Road, Suite 309 Spring, TX 77386

[phone]

For future annual meetings, a stockholder may request separate annual reports, proxy statements, or notices of internet availability of proxy materials, as applicable, or may request the householding of such materials, by contacting the Company's Transfer Agent at the following address:

Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342

Brentwood, NY 11717

[phone] or [phone]

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What is the quorum requirement for holding the Annual Meeting? The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our Common Stock as of the Record Date will constitute a quorum. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Can I revoke my proxy? Yes, a stockholder of record may revoke his or her proxy at any time prior to the voting thereof by giving written notice of such revocation to the Company in care of the Corporate Secretary at Perma-Pipe International Holdings, Inc., 24900 Pitkin Road, Suite 309, Spring, Texas 77386 or, by executing and duly and timely delivering a subsequent proxy to the same address shown immediately above. For Common Stock you hold beneficially in "street name," you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your Common Stock, by executing and properly delivering a timely subsequent proxy to the address set forth in such proxy. If you are a stockholder of record as of the Record Date, you may vote whether or not a proxy has been previously given, but your presence (without further action) at the Annual meeting will not constitute revocation of a previously submitted proxy.

How can I access the proxy materials on the internet? You can access this proxy statement and our 2023 Annual Report from the Company's website at www.permapipe.com. No information contained on the Company's website is part of or incorporated into this proxy statement.

How may I obtain a paper copy of the proxy materials? Additional copies of our 2023 Annual Report to Stockholders, excluding exhibits, and this proxy statement may be obtained, without charge, from the Company by calling 847-929-1200, or by writing to the Company's Corporate Secretary at the address above.

In addition to the use of the mail, proxies may be solicited by directors, officers, or employees of the Company in person, by electronic mail, by telephone or by other means. The cost of the proxy solicitations will be paid by the Company.

What is the effect of a "broker non-vote" on the proposals to be voted on at the Annual Meeting? Common Stock held by a broker, bank or other nominee that does not have authority, either express or discretionary, to vote on a particular matter at the Annual Meeting is a broker non-vote.A broker non-voteis counted as present for purposes of determining the presence of a quorum at the Annual Meeting. All proposals, other than the ratification of the appointment of our independent accountants, are non-routinematters and are not matters on which a broker may vote without your instructions. Therefore, if your Common Stock is not registered in your name and you do not provide instructions to your broker, bank or other nominee with respect to any proposal other than the ratification of the appointment of independent accountants, a broker non-voteas to your Common Stock will result. The ratification of the appointment of the independent accountant is a routine item. As a result, brokers who do not receive instructions from you as to how to vote on that matter generally may vote on that matter in their discretion.

How do I vote? Most stockholders have a choice of voting prior to the Annual Meeting by proxy over the Internet, by telephone or by submitting a traditional proxy card. You may not vote your shares electronically at the Annual Meeting. Refer to your proxy or voting instruction card to see which options are available to you and how to use them.

The Internet and telephone voting procedures are designed to authenticate your identity and to confirm that your instructions have been properly recorded.

What if I do not specify a choice for a matter when returning a signed proxy? If your proxy form is signed and returned, your Common Stock represented thereby will be voted in accordance with your directions on the proxy form. In the absence of your direction as to any proposal, your shares will be voted FOR the election of the director nominees, FOR the approval of the advisory resolution on executive compensation, and FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountant for the fiscal year ending January 31, 2025 and FOR the adoption of the 2024 Omnibus Plan.

All stockholders are cordially invited to attend our virtual Annual Meeting.

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PROPOSAL 1 - ELECTION OF DIRECTORS

The Board has nominated five individuals for re-election for a one-year term through the 2025 Annual Meeting, and until their successors are duly elected and qualified. All of the nominees have been previously elected as directors by our stockholders, and all of the nominees are currently serving as directors of the Company.

		Offices and Positions, if any,	First Became a Director
	Name	held with the Company; Age	of the Company
	Cynthia A. Boiter	Director; Age 50	2019
	David B. Brown	Director; Age 61	2015
	David J. Mansfield	Director, President and Chief Executive Officer; Age 64	2017
	Robert J. McNally	Director; Age 53	2022
	Jerome T. Walker	Director; Age 60	2014

The director nominees' biographical sketches, including their business experience during the past five years, directorships of other public corporations and their qualifications to serve on our Board are set forth below.

Cynthia A. Boiter has been a director of the Company since 2019. Mrs. Boiter is currently Executive Vice President & President of Milliken & Company's Chemical Division. Milliken is a leading, privately held, technology-based company with businesses in the performance material, floor covering, chemical and healthcare markets. Mrs. Boiter joined Milliken in 2012 as the Director of Marketing, Strategy and Business Development for the Chemicals Division. She became the division's CFO in 2013 where she played an integral role in its rapid growth. In 2019, she was promoted to the position of Chief Strategy Officer at Milliken, where she led the company's 2025 strategic planning initiatives and oversaw two significant acquisitions. In March 2021, she was promoted and appointed to her current role. Prior to joining Milliken, Mrs. Boiter held various finance and business leadership positions at Eaton Corporation and MeadWestvaco. She has a B.S. in Accounting from Indiana University and a Master of Business Administration from Emory University. Mrs. Boiter has experience in strategy and planning, mergers and acquisitions and CFO level experience in international companies, all of which qualifies her as one of our directors. She is a board member of the American Red Cross of the Upstate, is a member of the board of directors of the American Chemistry Council and is on the executive committee of the Society of Chemical Industry.

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David B. Brown, NACD.DC has been a director of the Company since 2015. Since July 2020, he has been the Chief Financial Officer for Authentix, Inc., a global authority in authentication solutions owned by Blue Water Energy Private Equity that provides advanced authentication solutions for governments, central banks, and commercial companies, ensuring local economies grow, banknote security remains intact and commercial products have robust market opportunities. He was the Chief Financial Officer for Trillium Flow Technologies, a global manufacturing company owned by First Reserve Private Equity that serves customers in the power, oil and gas, general industry and water and wastewater sectors with highly engineered valves, pumps, and actuators from March 2019 to June 2020. Mr. Brown received his Bachelor of Business Administration degree in Accounting from the University of Texas at Austin and is a Certified Public Accountant in the State of Texas. Mr. Brown spent the first 10 years of his career with PricewaterhouseCoopers serving clients primarily in the energy industry while stationed in its Dallas, London, Houston, and Moscow offices. He is an active member of the Institute for Ethical Corporate Governance, Financial Executives International and National Association of Corporate Directors ("NACD"). He is also a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Brown has been an NACD Board Leadership Fellow since 2015 and completed the NACD Cybersecurity Continuous Learning Cohort curriculum and earned the NACD Directorship Certification in 2022. Mr. Brown brings to our Board extensive business transformation experience, accounting experience, expertise in the energy industry, a breadth of global business knowledge and best practices gained working with both public and private equity owned global businesses, all of which qualifies him as one of our directors.

David J. Mansfield has been the Company's President and Chief Executive Officer since November 2016 and a director of the Company since January 30, 2017. From 2015 to 2016, Mr. Mansfield served as CFO of Compressor Engineering Corp. & CECO Pipeline Services Co., which provide products and services to the gas transmission, midstream, gas processing, and petrochemical industries. In this position, he had overall responsibility for the group's financial affairs, including the development and execution of turnaround plans and the successful negotiation of a corporate refinancing. From 2009 to 2014, Mr. Mansfield served as CFO and as Acting CEO of Pipestream, Inc. a venture capital-owned technology development company providing a suite of products to the oil and gas pipeline industry. In this position, he was a member of the executive team with overall responsibility for directing the financial, accounting, and administrative affairs of the company, including IT, HR, insurance, internal control, management and financial reporting, treasury, tax compliance, investment evaluation, strategic planning, budgeting, and forecasting. He also had overall responsibility for commercial, marketing and business development activities. As Acting CEO, he established corporate strategies and directed the activities of the company toward the successful technical development and commercialization of its products and services and for the development of a sustainable and profitable business. From 1992 to 2009, Mr. Mansfield was employed with Bredero Shaw, the world's largest provider of protective coatings for the oil and gas pipeline industry, most recently as Vice President Strategic Planning. During his tenure with Bredero Shaw, Mr. Mansfield served in roles including Vice President Controller and Commercial General Manager, Europe, Africa & Former Soviet Union. He played a key role in strategy development and merger and acquisition activities as the company grew from annual revenues of $100 million to over $900 million. He is a Fellow member of the Association of Chartered Certified Accountants. Mr. Mansfield brings to the Board extensive general management, business development and merger and acquisition experience in businesses like the Company's and, in addition to being our CEO, qualifies him as one of our directors.

Robert J. McNally joined the Company's Board as an independent director in February 2022. He is the Chief Growth Officer and EVP of Eco Material Technologies. He also serves as a director of Summit Midstream Partners, LP, where he sits on the Audit Committee. He previously served on the Oasis Petroleum, Inc. board, where he sat on the Audit

• Reserves Committee and the Compensation Committee. From 2018 through 2019, Mr. McNally served as President and Chief Executive Officer of EQT Corporation, an NYSE-listed independent natural gas producer with operations in Pennsylvania, West Virginia, and Ohio. Prior to that role, from 2016 to 2018, Mr. McNally served as Senior Vice President and Chief Financial Officer of EQT Corporation. From 2010 until 2016, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a TSE and NYSE-listed drilling contractor with operations primarily in the United States, Canada, and the Middle East. From 2009 to 2010, and in 2007, Mr. McNally was an Investment Principal for Kenda Capital LLC. In 2008, Mr. McNally served as the Chief Executive Officer of Dalbo Holdings, Inc. In 2006, Mr. McNally served as Executive Vice President of Operations and Finance for Warrior Energy Services Corp. From 2000 to 2005, Mr. McNally worked in corporate finance with Simmons & Company International. Mr. McNally began his career as an engineer with Schlumberger Limited and served in various capacities of increasing responsibility during his tenure from 1994 until 2000. In addition to his experience as an executive, Mr. McNally has had experience in the boardroom, where he has served, at various times, on the boards of Warrior Energy Services, Dalbo Holdings, EQT Midstream Partners, EQT GP Holdings, Rice Midstream Partners and EQT Corporation. Mr. McNally holds a B.S. in Mechanical Engineering from the University of Illinois, a B.A. in Mathematics from Knox College, and an M.B.A. from Tulane University Freeman School of Business. Mr. McNally brings to the Board extensive knowledge of the oil and gas industry, as well as significant corporate governance expertise, which qualifies him as one of our directors.

Jerome T. Walker has been a director of the Company since 2014. He is CEO of Caribbean Distributed Energy, LLC ("CDE"), a company he co-founded in early 2017. CDE is a global provider of modular, packaged, and clean energy solutions. In 2023, Mr. Walker was appointed as director on the board of Fox Innovation & Technologies, a private equity backed company which provides technologically differentiated value-add aftermarket services to mission critical specialized rotating equipment. Previously, he had been Executive Vice President and Corporate Officer at Dresser-Rand Group Inc., a global supplier of custom-engineered rotating equipment solutions for long-life, critical applications in the oil, gas, chemical, petrochemical, process, power, military, and other industries worldwide as well as a senior executive at Honeywell International. Mr. Walker received a Master of Business Administration degree from Northwestern University Kellogg Graduate School of Management and a Bachelor of Science degree in chemical engineering from the University of Notre Dame. Mr. Walker's experience in the energy industry, large industrial operations, and international business development, particularly Brazil, China, India, and the Middle East, brings additional insight to our Board on strategy, resource, and process deployment for accelerating profitable growth, and qualifies him as one of our directors.

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Director Selection and Board Refreshment

Our Board and Nominating and Corporate Governance Committee ensure that our directors have the balance of skills, background and values to effectively represent the long- term interest of our stockholders. Our Board annually reviews and updates a matrix of the cumulative qualifications, skills and experience that we believe are necessary to effectively steward the Company and identifies any gaps to be filled to improve the Board's performance. When we identify potential new director candidates, we review extensive background information, evaluate their references, consider their prior board experience and conduct in-person interviews. Considering and valuing diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its stockholders.

We also value new perspectives and ideas as essential for a high performing Board. The average tenure on our Board of our nominees is approximately 6.6 years. Since 2014, we have had a 100% refreshment of independent directors on our Board. In addition, the Committee routinely reviews the Board's committee assignments with a goal of rotating membership on committees every three to five years. The committee assignments were last rotated in 2022, including the election of a new Chairman of the Board and new chairs of each of the committees of the Board.

Each board member is required to devote sufficient time to our affairs and be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of his or her responsibilities in order to effectively represent the best long-term interests of all of our stockholders. In addition, we require substantial and significant related experience that would be necessary to perform his or her duties as a director. The Nominating and Corporate Governance Committee does not alter the manner in which it evaluates candidates, including the foregoing criteria, based on whether or not the candidate was recommended by a stockholder.

The Board believes that each of the director nominees are highly qualified and bring a collective balance of relevant knowledge and skills to the boardroom and an effective mix of diversity and leadership and professional experiences. The Board of Directors Skills Matrix table set forth below illustrates the experience, skills and qualifications the Board has identified as important for the Company and highlights each director nominee's skills, knowledge and experience that uniquely qualify such director to serve on the Board. The lack of a mark does not mean the director nominee does not possess that qualification or skill. All of our director nominees also satisfy the criteria set forth in our corporate governance principles and possess characteristics that we believe are essential for the proper and effective functioning of the Board. The biographies set forth above for each director describe in more detail the relevant experience, qualifications, attributes and skills of each director.

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