EXPRO GROUP HOLDINGS N.V. appointed Michael Jardon as new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure of Certain Officers and Directors 

On October 1, 2021, Michael Kearney departed as President and Chief Executive Officer of the Company, Melissa Cougle departed as Senior Vice President and Chief Financial Officer and principal accounting officer of the Company, John Symington departed as Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of the Company and Steven Russell departed as Senior Vice President of Operations of the Company. Mr. Kearney will continue as the Company's Chairman of the Board of Directors (the "Board"), Ms. Cougle and Mr. Symington will continue as non-executive officer employees of the Company, and Mr. Russell will continue as the Company's Chief Technology Officer.

On October 1, 2021, Michael E. McMahon, Kirkland D. Mosing, Melanie M. Trent, Alexander Vriesendorp, Erich L. Mosing, and L. Don Miller departed as directors of the Company's Supervisory Board of Directors and Steven Russell, Melissa Cougle and John Symington departed as directors of the Company's Management Board of Directors.

Appointment of Executive Officers 

On October 1, 2021, the Board appointed Michael Jardon as President and Chief Executive Officer of the Company, Quinn P. Fanning as Chief Financial Officer of the Company, Michael Bentham as principal accounting officer of the Company, Alistair Geddes as Chief Operating Officer of the Company, Steven Russell as Chief Technology Officer of the Company, and Nigel Lakey as Senior Vice President, Portfolio Advancement of the Company.

Mr. Jardon, age 51, was appointed Chief Executive Officer of Expro in April 2016, after five years as Expro's Chief Operating Officer. Prior to joining the company, 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. He holds a Bachelor of Science degree in Mechanical Engineering and Mathematics from Colorado School of Mines.

The Company has entered into an employment agreement with Mr. Jardon (the "Jardon Agreement") pursuant to which Mr. Jardon will serve as President and Chief Executive Officer of the Company, commencing October 1, 2021. The Jardon Agreement provides for, among other things, (i) an initial annual base salary of


$1,000,000, (ii) an expected target bonus opportunity of 125% of base salary, prorated for 2021 based on the portion of the year that Mr. Jardon is employed pursuant to the Jardon Agreement following the Closing Date, (iii) a one-time retention equity award valued at approximately $1,475,000, which was granted 60% in the form of performance-based restricted stock units ("RSUs") and 40% in the form of time-based RSUs, and (iv) an initial equity award in lieu of a grant for the 2022 calendar year valued at approximately $3,500,000, which was granted 60% in the form of performance-based RSUs and 40% in the form of time-based RSUs.

In addition to the foregoing, the Jardon Agreement provides that if Mr. Jardon is terminated by the Company without "Cause" or resigns for "Good Reason" (each such term as defined in the Jardon Agreement), Mr. Jardon will be eligible to receive the following benefits, in each case, subject to his execution and nonrevocation of a release of claims in favor of the Company and his continued compliance with the confidentiality, intellectual property, non-competition, non-solicitation and non-disparagement covenants set forth in the Jardon Agreement:


- 
Cash severance equal to 2.0 times the sum of (i) the highest base salary in effect for Mr. Jardon during the six-month period ending immediately prior to the date on which his employment is terminated (the "Termination Date") and (ii) the average of the annual bonuses received by Mr. Jardon for the two years immediately preceding the Termination Date (or if two annual bonuses have not yet been received by Mr. Jardon as of the Termination Date, the annual bonus received by Mr. Jardon for the year preceding the Termination Date, annualized to the extent necessary), payable in ten substantially equal monthly installments;


- 
Payment of any earned but unpaid annual bonus for the year immediately preceding the year in which the Termination Date occurs;


- 
A lump sum cash payment equal to $12,500 in consideration of the cost of health care continuation; and


- 
Reimbursement of up to $7,500 in outplacement assistance benefits procured by Mr. Jardon within 12 months following the Termination Date.


The Jardon Agreement further provides that if Mr. Jardon is terminated by the Company without Cause or for Good Reason within the 24 months following a "Change in Control" (such term as defined in the Jardon Agreement), Mr. Jardon will be eligible to receive the following benefits, in each case, subject to his execution and nonrevocation of a release of claims in favor of the Company and his continued compliance with the confidentiality, intellectual property, non-competition, non-solicitation and non-disparagement covenants set forth in the Jardon Agreement:


- 
Cash severance equal to 3.0 times the sum of (i) the highest base salary in effect for Mr. Jardon during the six-month period ending immediately prior to the Termination Date or the date of the Change in Control, whichever results in the greater amount (the "CIC Base Salary"), and (ii) the product of (x) the highest target bonus percentage in place for Mr. Jardon during the year in which the Termination Date occurs and (y) the CIC Base Salary, payable in ten substantially equal monthly installments;


- 
Payment of a pro-rata portion of the target annual bonus that would have been earned for the year in which the Termination Date occurs, based on the number of days employed during such year;


- 
A lump sum cash payment equal to $22,500 in consideration of the cost of health care continuation;


- 
Accelerated vesting of any outstanding equity awards, with vesting of any performance-based equity awards determined based on the greater of (x) actual performance as of the Termination Date and (y) target performance at the 100% target payout level; and


- 
Reimbursement of up to $15,000 in outplacement assistance benefits procured by Mr. Jardon within 12 months following the Termination Date.


Mr. Fanning, age 58, was appointed Chief Financial Officer for 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 a publicly traded and privately held company and as an investment banker. Prior to joining Expro, Mr. Fanning was Executive Vice President and Chief Financial Officer of Tidewater Inc. from 2008 to 2019, where he played a leadership role in successfully completing Tidewater's financial restructuring and its business combination with GulfMark Offshore, Inc. 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.

Mr. Bentham, age 59, was appointed Expro's Principal Accounting Officer and Vice President of Finance in October 2019. Prior to that, Mr. Bentham served as Expro's Chief Financial Officer from July 2017 to October 2019. Mr. Bentham has more than 30 years' experience working in a variety of finance roles in the oilfield sector, having spent 23 years in various international roles in the finance and treasury functions at Schlumberger NV. Mr. Bentham holds a degree in Accounting and Finance from the University of Northumbria and is a Fellow of the Chartered Institute of Management Accountants UK.

The Company has entered into offer letters with each of Mr. Fanning and Mr. Bentham (the "Fanning Offer Letter" and the "Bentham Offer Letter," respectively) pursuant to which Mr. Fanning will serve as Chief Financial Officer of the Company and Mr. Bentham will serve as Principal Accounting Officer of the Company, in each case commencing as of October 1, 2021. Mr. Fanning's letter agreement provides for, among other things, (i) an initial annual base salary of $450,000, (ii) an expected target bonus opportunity of 100% of base salary, (iii) an initial equity award valued at approximately $2,000,000 which was granted in the form of time- and performance-based RSUs; and (iv) participation in the Company's Executive Retention and Severance Plan and Executive Change-in-Control Severance Plan. Mr. Bentham's letter agreement provides for, among other things, (i) an initial annual base salary of $310,000, (ii) an expected target bonus opportunity of 50% of base salary; (iii) an initial equity award valued at approximately $448,800 which was granted in the form of time- and performance-based RSUs; and (iv) participation in the Company's Executive Retention and Severance Plan and Executive Change-in-Control Severance Plan.

Mr. Geddes, age 59, joined Expro in 2011 as President for Strategy, Resource Development & Support, before being appointed to Executive Vice President, responsible for Product Lines, Technology, Resource Development and Business Development in 2014. In 2019, Mr. Geddes was appointed Chief Operating Officer, responsible for Region Operations, Group Business Development, Group HR and Group HSEQ. Mr. Geddes has spent 35 years in the oil and gas industry, having started his career with BP and has held senior management roles at ExxonMobil, BG Group and Weatherford International. Mr. Geddes has a Bachelor of Science degree in Chemical Engineering from Heriot Watt University, Edinburgh.

Expro North Sea Ltd, a subsidiary of Expro, entered into a service contract with Mr. Geddes effective October 1, 2021 (the "Geddes Contract"), which provides for, among other things, (i) an annual base salary of £420,000, (ii) participation in the Company's Executive Retention and Severance Plan and Executive Change-in-Control Severance Plan, (iii) a monthly car allowance of £636.67, (iv) an additional monthly payment equal to 20% of base salary in lieu of pension scheme contributions, and (v) standard restrictive covenants, including confidentiality, intellectual property assignment, non-competition and non-solicitation covenants.


The Company has entered into an Employment Assignment Letter with Mr. Russell effective October 1, 2021 (the "Russell Letter"), which provides for, among other things, (i) an initial annual base salary of $425,000, (ii) an expected target bonus opportunity of 100% of base salary, (iii) an initial equity award valued at approximately $975,000, which will be granted in the form of time- and performance-based RSUs; and (iv) participation in the Company's Executive Retention and Severance Plan and Executive Change-in-Control Severance Plan.

The Company has entered into an Employment Assignment Letter with Mr. Lakey effective October 1, 2021 (the "Lakey Letter"), which provides for, among other things, (i) an initial annual base salary of $365,000, (ii) an expected target bonus opportunity of 75% of base salary, (iii) an initial equity award valued at approximately $465,000, which will be granted in the form of time- and performance-based RSUs; and (iv) participation in the Company's Executive Retention and Severance Plan and Executive Change-in-Control Severance Plan.

The foregoing descriptions of the Jardon Agreement, the Fanning Offer Letter, the Bentham Offer Letter, the Geddes Contract, the Russell Letter and the Lakey Letter are qualified in their entirety by reference to the full text of such arrangements, which are attached as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8, respectively, to this Current Report on Form 8-K.

Appointment of Directors 

On October 1, 2021, the Board confirmed the appointments authorized at the General Meeting of the Shareholders of the Company held on September 10, 2021, appointing the following persons as directors of the Company: Michael Kearney, Michael Jardon, Eitan Arbeter, Alan Schrager, Lisa Troe, Brian Truelove, Eileen Whelley, Keith Mosing and Robert Drummond. Mr. Arbeter and Mr. Schrager were appointed pursuant to a director nomination agreement entered into in connection with the Merger Agreement between the Company and certain shareholders of the Company and Expro, the form of which is attached hereto as Exhibit 10.9.

Ms. Troe, Mr. Truelove and Ms. Whelley have been appointed to serve on the Company's audit committee. Mr. Drummond, Mr. Arbeter and Ms. Whelley have been appointed to serve on the Company's compensation committee. Mr. Truelove, Ms. Troe and Mr. Drummond have been appointed to serve on the Company's nominating and governance committee.

In connection with the consummation of the Merger, the Board approved a new non-employee director compensation program. Pursuant to this program, non-employee director compensation is determined by the Board at the recommendation of the Compensation Committee. In consultation with the Company's compensation consultant, the Compensation Committee has recommended that all non-executive directors receive an annual retainer of $75,000, and committee chairs and members receive an additional annual retainer. The Compensation Committee has also recommended that all non-employee directors receive an annual RSU grant equal to $150,000. The director compensation program is described in more detail in the Proxy Statement/Prospectus.

Long-Term Incentive Plan 

In connection with the consummation of the Merger, the Board approved an amendment and restatement of the LTIP. Among other ministerial changes to reflect the Company's reverse stock split and the Merger, the amendment and restatement of the LTIP provides for the assumption of shares remaining available for delivery under the Expro Equity Plan as of immediately prior to the Effective Time (as appropriately adjusted to reflect the Merger) such that such shares shall be available for awards under the LTIP in accordance with NYSE listing rules to individuals who were not employed immediately before the Effective Time by the Company or its subsidiaries through February 4, 2028, the otherwise applicable expiration date of the Expro Equity Plan.


The foregoing description of the amendment and restatement of the LTIP is qualified in its entirety by reference to the full text of the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated, which is attached as Exhibit 10.10 to this Current Report on Form 8-K.

Inducement Grants 

In connection with the consummation of the Merger, the Company granted restricted stock unit ("RSU") awards to certain employees of Expro or its subsidiaries, including Messrs. Jardon, Fanning, Bentham and Geddes, representing an aggregate of 645,139 shares of Company Common Stock assuming target performance levels are achieved (the "Inducement Grants"). The Inducement Grants consist of: (i) time-based RSUs representing the right to receive up to 330,553 shares of Company Common Stock, which vest in three installments on February 22, 2023, February 22, 2024 and February 22, 2025, and (ii) performance-based RSUs representing the right to receive up to 314,587 shares of Company Common Stock (assuming performance is achieved at target performance levels), which vest based on the Company's relative total stockholder return performance over a performance period that runs from October 1, 2021 through December 31, 2024 and may be earned at 0% to 200% of target. Mr. Jardon was granted 113,062 time-based RSUs and 169,593 performance-based RSUs; Mr. Fanning was granted 68,178 time-based RSUs and 45,452 performance-based RSUs; Mr. Bentham was granted 15,299 time-based RSUs and 10,199 performance-based RSUs; and Mr. Geddes was granted 61,360 time-based RSUs and 40,907 performance-based RSUs.

The Inducement Grants have been approved by the Compensation Committee of the Board of Directors. The Inducement Grants were issued outside of the LTIP as inducement grants in accordance with NYSE Rule 303A.08.

The foregoing description of the Inducement Grants is qualified in its entirety by reference to the full text of the form of time- and performance-based Inducement Grant award agreements, which will be attached as exhibits to the Company's forthcoming Form S-8 filing.