| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 11, 2024, MRC Global Inc. (the “Company”) issued a press release announcing that David A. Hager has been appointed to the Board of Directors (the “Board”) as of that date for an initial term that will expire at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) following an increase of the size of the Board from nine to 10 directors. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Mr. Hager, age 67, served as Executive Chairman of Devon Energy Corporation from 2021 until 2023 and President and CEO from 2015 until 2021. Prior to that he served as Chief Operating Officer and Vice President – Exploration & Production. Before Mr. Hager joined Devon in 2006, he was Chief Operating Officer of Kerr-McGee Corporation. Mr. Hager joined Kerr-McGee as Vice President, Operations, Gulf of Mexico and had increasing levels of responsibility during his time with Kerr-McGee. Mr. Hager began his career as an exploration geophysicist with Mobil Oil Corporation and then served in various positions with Sun Company Inc. He received his BS in Geophysics from Purdue University and his MBA from Southern Methodist University.
In addition to his board service at Devon Energy, Mr. Hager served as a non-executive director of both EnLink Midstream, LLC from 2014 to 2018 and Pride International Inc. from 2008 until 2011.
Mr. Hager has been appointed to serve on the Board’s Audit Committee and its Environmental, Social, Governance (“ESG”) & Enterprise Risk Committee. In connection with his appointment to the Board, Mr. Hager will receive cash retainers pursuant to the Company’s Director Compensation Plan (the “Plan”) and has received an equity award on substantially the same terms as the equity awards granted to other non-employee MRC Global directors that Plan provides. As Mr. Hagar has received this grant upon his appointment, he will not be eligible for an additional 2024 grant pursuant to the Plan upon his reelection at the Company’s 2024 Annual Meeting. The Plan is described in the MRC Global’s Current Report on Form 8-K dated May 4, 2023 and filed as Exhibits 10.7 and 10.7.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
There is no arrangement or understanding between Mr. Hager and any other persons pursuant to which he was selected as a director. Mr. Hager has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hager and the Company have entered into the Company’s standard director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their Board service, subject to the terms and conditions provided in the agreement. The form of indemnification agreement is filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
In addition, on March 11, 2024, the Board did not re-nominate Barbara J. Duganier for re-election at the 2024 Annual Meeting as she notified the Board of her desire to not stand for re-election at the 2024 Annual Meeting. Ms. Duganier’s decision to not stand for re-election to the Board is not as a result of any disagreement with the Company or the Board.
| Item 9.01 | Financial Statements and Exhibits. |
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