Energy companies Technip S.A. and FMC Technologies, Inc. announced their respective designees to the Board of Directors of the combined company, TechnipFMC, effective at the close of the proposed combination.
The Board of Directors of the combined company will comprise 14 directors, seven designated by FMC Technologies and seven designated by Technip as set forth below. FMC Technologies will appoint the initial Independent Lead Director, in accordance with the terms of the Business Combination Agreement. The Board of Directors will have four committees: Audit, Nominating and Governance, Compensation, and Strategy. The committee chairs and Independent Lead Director are indicated below.
The slate of directors nominated by Technip is:
Thierry Pilenko, future Executive Chairman of TechnipFMC and designated Chair of the Strategy Committee
Arnaud Caudoux (Bpifrance designee)
Marie-Ange Debon (designated Chair of the Audit Committee)
- Joseph Rinaldi
The slate of directors nominated by FMC Technologies is:
Douglas J. Pferdehirt, future Chief Executive Officer of TechnipFMC
Eleazar de Carvalho Filho
Claire S. Farley
Peter Mellbye (designated Chair of the Nominating and Governance Committee)
Richard A. Pattarozzi (designated Independent Lead Director)
- Kay G. Priestly
- James M. Ringler (designated Chair of the Compensation Committee)
As previously announced, the transaction is expected to be completed in early 2017 and is subject to approval by FMC Technologies’ and Technip’s stockholders, the receipt of required antitrust and regulatory clearances and other customary closing conditions.
Brief biographies for each of the new Board of Directors designees are included below:
Arnaud Caudoux is Chief Financial Officer, Executive Director and Head of guarantee activities of Bpifrance. Prior to this role, he held various executive positions at Bpifrance and OSEO. Mr. Caudoux started his career in 1997 at Accenture as a consultant before joining AT Kearney.
Pascal Colombani has been a member of the Technip board of directors since 2007. He is Chairman of the Advisory Board of A.T. Kearney, a member of the European Advisory Board of JPMorgan Chase, non-executive Chairman of the Board of Directors of Valeo, a member of the Boards of Directors of Alstom and Siaci-Saint-Honoré and Chairman of the Board of Directors of Noordzee Helikopters Vlaanderen (NHV). He held various executive positions and directorships in both the public and private sectors, including in Schlumberger, the French Ministry of Research, the French Atomic Energy Commission (CEA) and Areva.
Eleazar de Carvalho Filho has been a member of the FMC Technologies board of directors since 2010. Mr. de Carvalho Filho is a Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda., Sinfonia Consultoria Financeira e Participações Ltda., Iposeira Capital Ltda. and STK Capital Gestora de Recursos Ltda. Mr. de Carvalho Filho also currently serves on the board of directors of publicly traded Brookfield Renewable Energy Partners L.P., Companhia Brasileira de Distribuicão—Grupo Pão de Acúcar and Cnova N.V.
Marie-Ange Debon has been a member of the Technip board of directors since 2010. She is Senior Executive Vice President of Suez Group and Chief Executive Officer of the International Division. Mrs. Debon has served in various positions in both the public and private sectors, including in the French Audit Commission (Cour des Comptes), France 3, Thomson and the Collège de l’Autorité des Marchés Financiers (the French Financial Market Authority).
Claire S. Farley has been a member of the FMC Technologies board of directors since 2009. Ms. Farley is a member of KKR Management LLC as of December 2012. She works in KKR’s Energy Group and began her affiliation with KKR in September 2010 as a co-founder of RPM Energy, LLC, a privately- owned oil and gas exploration and development company. Ms. Farley also currently serves on the board of directors of publicly traded LyondellBasell Industries B.V.
Didier Houssin has been a member of the Technip board of directors since 2016. Mr. Houssin is the Chairman and Chief Executive Officer of IFP Énergies nouvelles since April 8, 2015. He also held various international and executive positions both in the French Government and the private industrial sector, including the International Energy Agency, BRGM, the French Geological Survey, the French Ministry of Economy and Finance and Total.
Peter Mellbye has been a member of the FMC Technologies board of directors since 2013. Mr. Mellbye served as Executive Vice President, Development & Production, International, of Statoil ASA from January 2011, where he worked from 1982 until his retirement in September 2012.
John O’Leary has been a member of the Technip board of directors since 2007. Mr. O’Leary is the Chief Executive Officer of Strand Energy (Dubai) and sits on the Supervisory Boards of Huisman Itrec and Jumbo Shipping. He also held various executive positions in Pareto Offshore ASA, the Forasol-Foramer group and the group resulting from the merger between Forasol-Foramer and Pride International.
Richard A. Pattarozzi has been a member of the FMC Technologies board of directors since 2002. Mr. Pattarozzi served as Vice President of Shell Oil Company, where he had worked since October 1991, from March 1999 until his retirement in January 2000. Mr. Pattarozzi also currently serves on the board of directors of publicly traded Stone Energy Corporation and Tidewater Inc.
Douglas J. Pferdehirt is the President and Chief Executive Officer of FMC Technologies and has been a member of the FMC Technologies board of directors since 2016. Prior to joining FMC Technologies as Chief Operating Officer in August 2012, Mr. Pferdehirt worked for Schlumberger Limited for more than 26 years in a number of executive leadership positions.
Thierry Pilenko is the Chairman and Chief Executive Officer of Technip and has been a member of the Technip board of directors since 2007. Before joining Technip in 2007, Mr. Pilenko was Chairman and Chief Executive Officer of Veritas DGC. Prior to this, Mr. Pilenko held various management and executive positions with Schlumberger where he started in 1984 as a geologist.
Kay G. Priestly has been a member of the FMC Technologies board of directors since 2015. Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company, from May 2012 until her retirement in December 2014. Ms. Priestly also currently serves on the board of directors of publicly traded Stone Energy Corporation and Tidewater Inc.
Joseph Rinaldi has been a member of the Technip board of directors since 2009. He is a partner in the international law firm of Davis Polk & Wardwell and has been a senior partner in the Paris office.
James M. Ringler has been a member of the FMC Technologies board of directors since 2001. Mr. Ringler has served as non-executive Chairman of the Board of Teradata Corporation, a provider of database software, data warehousing and analytics, since October 2007. Mr. Ringler served as Vice Chairman of Illinois Tool Works Inc. until his retirement in 2004. Mr. Ringler also currently serves on the board of directors of publicly traded Autoliv Inc., John Bean Technologies Corporation and the Dow Jones Chemical Company.