DEF 14A

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.)

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

DNOW Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the 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

LOGO


Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1

PROXY STATEMENT
Proxy Summary			2

Proposal No. 1 – Election of Directors			10

Committees and Meetings of the Board			19

Board of Directors			22

Corporate Governance			27

Proposal No. 2 – Ratification of Independent Auditors			38

Audit Committee Report			39

Proposal No. 3 – Approval of the Compensation of our Named Executive Officers			42

Compensation Discussion and Analysis			45

Executive Officers			45

Compensation Committee Report on Executive Compensation			71

Stock Ownership			75

Executive Compensation			77

CEO Pay Ratio			83

2024 Pay vs Performance			85

Director Compensation			88

Certain Relationships and Related Transactions			89

Section 16(a) Beneficial Ownership Reporting Compliance			90

Stockholder Proposals for the 2026 Annual Meeting			90

Annual Report and Other Matters			90

LOGO

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Wednesday, May 21, 2025

10:00 a.m. (Central Standard Time)

DNOW Inc.

7402 N. Eldridge Parkway

Houston, Texas 77041

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of DNOW Inc. (the “Company”) will be held at the Company’s corporate headquarters located at 7402 N. Eldridge Parkway, Houston, Texas 77041 on Wednesday, May 21, 2025, at 10:00 a.m. local time, for the following purposes:

◾

To elect eight directors to hold office for one-year terms (Proposal 1);

◾

To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2025 (Proposal 2);

◾

To consider and act upon an advisory proposal to approve the compensation of our named executive officers (Proposal 3); and

◾

To consider and act upon any other matters that may properly come before the annual meeting or any postponement or adjournment thereof.

The Board of Directors recommends that you vote “FOR” these three proposals.

The Board of Directors has set March 24, 2025 as the record date for the Annual Meeting. If you were a stockholder of record at the close of business on March 24, 2025, you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination during ordinary business hours at our corporate headquarters for a period of ten days prior to the Annual Meeting. The list will also be made available at the Annual Meeting for the duration of such meeting and may be inspected by any stockholder who is present at the Annual Meeting.

On or about April 4, 2025, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2025 Proxy Statement and 2024 Annual Report on Form 10-K and how to vote online will be made available. The Notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your 2025 annual meeting materials via e-mail, the e-mail contains voting instructions and links to the Proxy Statement and Form 10-K online.

You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you return your signed proxy card or complete voting online at your earliest convenience, regardless of whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person.

By Order of the Board of Directors,

Raymond Chang

Vice President, General Counsel and Secretary

April 4, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

Wednesday, May 21, 2025. The Company’s 2025 Proxy Statement and the Annual Report to Stockholders for

the year ended 2024 are also available at: http://www.proxyvote.com

Proxy Summary

This summary highlights information throughout our Proxy Statement. Please read this entire Proxy Statement carefully as this summary does not contain all information you should consider before voting.


ANNUAL SHAREHOLDERS MEETING

Date and Time: May 21, 2025 10:00 a.m. Central Time Place: DNOW Inc. 7402 N. Eldridge Parkway Houston, TX 77041 Record Date: March 24, 2025 How to Vote Online: www.proxyvote.com		Notice Date: This Proxy Statement was first distributed to shareholders on or about April 4, 2025 Meeting Agenda: The meeting will cover the three proposals listed in the Agenda Items and Vote Recommendations herein as well as any other business that may properly come before the meeting. Voting: Shareholders as of the record date are entitled to vote. Each share of common stock of DNOW Inc. (“Company”) is entitled to one vote for each director nominee and one vote for each proposal.

The Company continued to be the leader within the upstream distribution energy market and saw expansion in both the midstream market and the Company’s process solution segment with the additions of Whitco Supply and Trojan Rentals in 2024. These acquisitions show the Company’s continued focus on inorganic growth through acquisitions by taking a patient and disciplined approach of targeting margin accretive businesses and expanding existing relationships and geographical customer service. The Company continued to be debt-free and produced results that fueled an organic growth and efficient operations strategy by driving significant free cash flow while producing solid revenue growth. The Company’s commitment to repurchase shares opportunistically and a broadened capital allocation framework to generate attractive shareholder returns without deviating from a disciplined approach to balance sheet management continue to be drivers despite softer than hoped for market conditions. The Company’s results show its cash generation capabilities and future earnings potential alongside its acquisition focus and share repurchases providing multiple avenues for shareholder value creation.

LOGO

Agenda Items and Vote Recommendations


Proposal 1:		Election of eight nominees as directors of the Company for one-year terms.

LOGO

The Board believes that each director nominee brings a valuable set of skills, experience, and attributes to the boardroom that align with the long-term interests of the Company and its stockholders and contribute to the overall effectiveness of the Board as a whole.

The Board recommends that you vote “FOR” the eight director nominees.

See discussion beginning on Page 10


Proposal 2:		Ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for 2025.

LOGO

The Board has appointed Ernst & Young to serve as DNOW’s independent registered public accounting firm for 2025 and this appointment is being submitted for ratification.

The Board recommends that you vote “FOR” the proposal to ratify the appointment of Ernst & Young.

See discussion beginning on Page 38


Proposal 3:		Approval on an advisory basis, the compensation of our named executive officers.

LOGO

The Board, specifically the Compensation Committee, has established a market-competitive executive compensation program with many best practices that is aligned with the long-term interests of our shareholders and significantly dependent on Company’s positive performance.

The Board recommends that you vote “FOR” the advisory proposal of the compensation of the Company’s named executive officers.

See discussion beginning on Page 42

2024 External Recognitions

LOGO

Our Board at a Glance

LOGO

We are committed to and recognize the importance of good corporate governance and high ethical standards. Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibilities. Average Director Tenure Effective & Independent Board Oversight 0-6 Independent Chairman of the Board serving as lead director 7.2 7-10 Executive sessions provided for all Board and years committee meetings All committee chairs and members are independent Average Director Age Declassified where all directors are elected annually 44-65 64.25 66-75 Skills and Competencies years CEO/Former CEO (2) Process Solutions (3) Financial Expert (7) Distribution/Supply Chain (8) Operations Leadership (5) Technology Systems (6) ESG Experience (8) Cybersecurity Experience (7) International Exposure (8) Strategic Planning (8) Energy (8) Business Transformation (8) Other Corporate Governance Highlights ✔ Annual say on pay voting (95% approval in 2024) ✔ Stock ownership guidelines for officers including robust clawback policy to recover executive compensation ✔ Board engagement with CEO over management succession planning ✔ Annual Board and committee evaluations using a third-party facilitator ✔ Majority voting to elect board members ✔ In-depth strategic review with senior management analyzing risks and opportunities ✔ 5X stock ownership requirement of annual retainer for non-employee directors

The charts above are representative of DNOW’s Board composition as of April 4, 2025 unless otherwise noted.

LOGO

DNOW Management Team Members. From Left to Right: Brad Wise, Kelly Munson, Mark Johnson, David Cherechinsky, Timm Bohnert, Clent Rawlinson, and Raymond Chang.

Defined Terms


401(k) Plan		DNOW Inc. 401(k) and Retirement Savings Plan
2024 LTIP		DNOW Inc. Long-Term Incentive Plan approved by stockholders in 2024
Annual Meeting		2025 Annual Meeting of Stockholders of DNOW Inc.
BlackRock		BlackRock, Inc.
Board		Board of Directors of DNOW Inc.
CCUS		Carbon Capture, Utilization and Storage
CD&A		Compensation Discussion and Analysis
CEO		Chief Executive Officer
Company		DNOW Inc.
EBITDA		Earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs
ESG		Environmental, Social, and Governance
EY		Ernst & Young LLP
FCF		Free Cash Flow
GAAP		U.S. Generally accepted accounting principles
GHG		Greenhouse gas
Independent Chair		Chairman of the Board
NACD		National Association of Corporate Directors
NEO		Named executive officers
NFPCC		NFP Compensation Consulting
NWC		Net Working Capital
NYSE		New York Stock Exchange
PCAOB		Public Company Accounting Oversight Board
PEO		Principal executive officer
PEO 1		Mr. Cherechinsky served as our principal executive officer for a portion of 2020 and for the full year onward beginning in 2021
PEO 2		Mr. Alario served as our interim principal executive officer for a portion of 2020
PSA		Performance share award
RNG		Renewable natural gas
ROCE		Return on capital employed


RSU		Restricted stock unit
rTSR		Relative Total Shareholder Return
SASB		Sustainability Accounting Standards Board
SEC		U.S. Securities and Exchange Commission
Supplemental Plan		DNOW Inc. Supplemental Savings Plan
Tax Act		2017 Tax Cuts and Jobs Act, signed into law on December 22, 2017
TCFD		Task Force on Climate-Related Financial Disclosures
TSR		Total stockholder return
UN SDGs		United Nations Sustainable Development Goals
Working Capital		Working capital as a percentage of revenue
Zayla		Zayla Partners

Contacting the Board of Directors, Management, or the Corporate Secretary of DNOW


Please address your inquiry to:		For Investor Relations:
Raymond Chang		Brad Wise
VP, General Counsel and Secretary		VP of Investor Relations and Digital Strategy
7402 N. Eldridge Parkway		7402 N. Eldridge Parkway
Houston, TX 77041		Houston, TX 77041

Disclosure Statement

Statements made in the course of this Proxy Statement that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time-to-time in the Company’s filings with the SEC. Any decision regarding the Company or its securities should be made upon careful consideration of not only the information here presented, but also other available information, including the information filed by the Company with the SEC. Copies of these filings may be obtained by contacting the Company or the SEC.

This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. We use these non-GAAP financial measures internally to evaluate and manage the Company’s operations because we believe it provides useful supplemental information regarding the Company’s ongoing economic performance. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) EBITDA excluding other costs as a percentage of revenue, (iii) net income attributable to DNOW Inc. excluding other costs, (iv) diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs, and (v) free cash flow. The Company uses these non-GAAP financial measures to evaluate and manage the Company’s operations because they believe they provide useful supplemental information regarding the financial performance of our business. These non-GAAP financial measures are not intended to replace the GAAP financial measures. Free cash flow is net cash provided by (used in) operating activities adjusted for purchases of property, plant and equipment. A reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure can be found on page 32 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025. We undertake no duty to update any forward-looking statement that we may make, whether as a result of new information, future events, or otherwise except as may be required by applicable law. References herein to materials available on our website, including website links, are for informational purposes only and is not a part of, nor incorporated by reference into, this Proxy Statement.

DNOW INC.

7402 N. Eldridge Parkway

Houston, Texas 77041

PROXY STATEMENT

Except as otherwise specifically noted in this Proxy Statement, “DNOW,” the “Company,” “we,” “our,” “us,” and similar words in this Proxy Statement refer to DNOW Inc.


ANNUAL MEETING:		Date: Wednesday, May 21, 2025 Time: 10:00 a.m. (Central Standard Time) Place: DNOW Corporate Headquarters 7402 N. Eldridge Parkway Houston, Texas 77041

AGENDA:		Proposal 1: To elect eight nominees as directors of the Company for one-year terms. Proposal 2: To ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2025. Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers. The Board of Directors recommends that you vote “FOR” the election of the eight nominees for director (Proposal 1), “FOR” the proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2025 (Proposal 2), and “FOR” the approval of the compensation of our named executive officers (Proposal 3).

RECORD DATE/ WHO CAN VOTE:		All stockholders of record at the close of business on March 24, 2025 are entitled to vote. The only class of securities entitled to vote at the Annual Meeting is DNOW common stock. Holders of DNOW common stock are entitled to one vote per share at the Annual Meeting.

PROXY NOTICE:		Proxy Materials will be available to stockholders on or about April 4, 2025. Our Annual Report on Form 10-K, including financial statements for the fiscal year ended December 31, 2024, accompanies this Proxy Statement. The Annual Report on Form 10-K does not form any part of the proxy solicitation materials nor will be it considered as having been incorporated by reference.

PROXIES SOLICITED:		Your vote and proxy is being solicited by the Board of Directors for use at the Annual Meeting. This Proxy Statement and enclosed proxy card is being sent on behalf of the Board of Directors to all stockholders as of the record date beginning on or about April 4, 2025. By completing, signing, and returning your proxy card, you will authorize the persons named on the proxy card to vote your shares according to your instructions.

PROXIES:		If your proxy does not indicate how you wish to vote your common stock, the persons named on the proxy card will vote FOR election of


		the eight nominees for director (Proposal 1), FOR the ratification of the appointment of Ernst & Young LLP as independent auditors (Proposal 2), and FOR the approval of the compensation of our named executive officers (Proposal 3).

REVOKING YOUR PROXY:		You can revoke your proxy at any time prior to when the vote is taken at the meeting by: (i) filing a written notice revoking your proxy; (ii) filing another proxy bearing a later date; or (iii) casting your vote in person at the Annual Meeting. Your last vote will be the vote that is counted.

QUORUM:		As of March 24, 2025, there were 108,823,368 shares of DNOW common stock issued and outstanding. The holders of these shares have the right to cast one vote for each share held by them. Shareholders, in person or by proxy, casting at least 54,411,684 votes constitutes a quorum for adopting the proposals at the Annual Meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining a quorum, as will broker non-votes. A broker non-vote occurs when a broker is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given. If you have properly signed and returned your proxy card, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares as instructed.

VOTE REQUIRED FOR APPROVAL:		For the proposal to elect the eight director nominees (Proposal 1), our bylaws require that each director nominee be elected by the majority of votes cast with respect to such nominee (i.e. the number of shares voted FOR a director nominee must exceed the number of shares voted AGAINST that nominee). For additional information regarding our majority voting policy, see page 10 of the Proxy Statement. Broker non-votes and abstentions are not counted as votes cast for or against a director nominee and therefore will have no effect on this vote. Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted. Approval of the proposal to ratify the appointment of Ernst & Young LLP as independent auditors (Proposal 2) and the proposal to approve the compensation of our named executive officers (Proposal 3) will require the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting. An abstention will have the same effect as a vote AGAINST for each such proposal. For Proposal 2, brokers are permitted to vote your shares in the absence of your specific instructions as to how to vote. With respect to Proposal 3, brokers are not permitted to vote your shares in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted. Broker non-votes will have no impact on the outcome of Proposal 3.

HOUSEHOLDING:		The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy


		statements with respect to two or more stockholders sharing the same address by delivering a copy of these materials, other than the Proxy Card, to those stockholders. This process, which is commonly referred to as “householding,” can mean extra convenience for stockholders and cost savings for the Company. Beneficial stockholders can request information about householding from their banks, brokers, or other holders of record. Through householding, stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. If an individual receives multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all of your shares are voted. Stockholders who participate in householding will continue to receive separate Proxy Cards. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you are a beneficial stockholder. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of Proxy Statements and Annual Reports, or if you hold stock in more than one account and wish to receive only a single copy of the Proxy Statement or Annual Report for your household, please contact Broadridge Householding Department, in writing, at 51 Mercedes Way, Edgewood, New York 11717, or by phone at (800) 542-1061.

COST OF PROXY SOLICITATION:		We have retained Okapi Partners LLC to solicit proxies from our stockholders at an estimated fee of $12,500, plus expenses. This fee does not include the costs of preparing, printing, assembling, and delivering the Proxy Statement. The Company will pay for the cost of soliciting proxies. Some of our directors, officers, and employees may also solicit proxies personally, without any additional compensation, by telephone or mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be

Held on Wednesday, May 21, 2025. The Company’s 2025 Proxy Statement and the Annual Report

to Stockholders for the year ended 2024 are also available at:

http://www.proxyvote.com

For directions to the Annual Meeting, please contact Investor Relations at 281-823-4700.

PLEASE VOTE – YOUR VOTE IS IMPORTANT

ELECTION OF DIRECTORS

PROPOSAL NO. 1 ON THE PROXY CARD

At the Company’s inception in 2014, the Board of Directors of DNOW Inc. (the “Board”) was divided into three classes with each class serving a term of three years. In 2020, stockholders approved the declassification of the Board over a three-year period which culminated in 2023. All directors stand for election for one-year terms if elected at the upcoming Annual Meeting.

Richard Alario, Terry Bonno, David Cherechinsky, Galen Cobb, Paul Coppinger, Karen David-Green, Rodney Eads, and Sonya Reed are nominees for director, each for a one-year term expiring at the Annual Meeting in 2026, or when their successors are duly elected and qualified. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have the authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Vote Required for Approval

DNOW’s Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted FOR a director nominee must exceed the number of votes cast AGAINST that nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not contested is determined 14 days in advance of when we file our definitive Proxy Statement with the SEC. This year’s election was determined to be an uncontested election and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote. In that situation, our Environmental, Social, Governance, and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. The Board will act on the Environmental, Social, Governance, and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” In 2025, all director nominees are currently serving on the Board.

Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

Information Regarding Nominees for Director for Terms Expiring in 2024:


Richard Alario Former Chief Executive Officer, Key Energy Services Chairman since 2021 Independent director Director since 2014 Age 70 Committee(s) ● Environmental, Social, Governance, and Nominating Committee ● Compensation Committee	Mr. Alario has been a director of the Company since May 2014 and has served as the Company’s Chairman of the Board since April 2021. Mr. Alario served as Interim Chief Executive Officer of the Company from November 2019 until June 2020, and as Executive Vice Chairman on an interim, short-term basis from June 2020 until October 2020. Mr. Alario served as Chief Executive Officer and director of Key Energy Services, Inc., a provider of oilfield services, from 2004 until his retirement in March 2016. Prior to joining Key Energy Services, Mr. Alario was employed by BJ Services Company, an oilfield services company, where he served as Vice President from 2002 after OSCA, Inc. was acquired by BJ Services. Prior to joining BJ Services, Mr. Alario had over 21 years of service in various capacities with OSCA, an oilfield services company, most recently having served as its Executive Vice President. He is also Chairman of the Board of Kirby Corporation, serving as a member of its Compensation Committee and a member of its Environmental, Social, Governance and Nominating Committee. He formerly served as Chairman of the National Ocean Industries Association. Professional Experience DNOW ● Executive Vice Chairman (2020) ● Interim Chief Executive Officer (2019 – 2020) Key Energy Services ● Chairman and Chief Executive Officer (2004 – 2016) Skills
		CEO/Former CEO	Process Solutions
		Financial Expert	Distribution/Supply Chain
		Operations Leadership	Technology Systems
		ESG Experience	Cybersecurity Experience
		International Exposure	Strategic Planning
		Energy	Business Transformation


Terry Bonno Former Senior Vice President of Industry and Community Relations of Transocean Independent director Director since 2014 Age 67 Committee(s) ● Audit Committee ● Environmental, Social, Governance, and Nominating Committee	Ms. Bonno has been a director of the Company since May 2014. Ms. Bonno provides advisory and consulting services to numerous private companies utilizing her professional expertise in Global business development, commercial and contractual due diligence, Sustainability and Enterprise Risk Management. She has served as a Director of Kodiak Gas Services, a publicly held gas compression company, where she serves as the Chair of the Personnel and Compensation Committee and as a member of the Nominating, Governance, and Sustainability Committee. From 2017 to the successful divestiture to 3i in 2019, Ms. Bonno served as a Director of Tampnet, the largest offshore high-capacity communication network in the world. She also served as a director on energy industry and charity boards. In 2017, she was accepted as an industry expert to serve in an advisory capacity on the National Offshore Safety and Advisory Committee (NOSAC) for a three-year term ending 2020. Ms. Bonno served as Senior Vice President of Industry and Community Relations for Transocean Ltd. from 2017 until her retirement in September 2018. Her responsibilities included leadership in industry forums, community affairs and driving sustainability in the organization. Ms. Bonno previously served as Senior Vice President of Marketing for Transocean Ltd. from 2011 and Vice President Marketing from 2008 with oversight of Transocean’s marketing in 14 countries. Prior to this role, she served in various director and management roles at Transocean Ltd. leading the marketing and contracts efforts for West Africa and the Americas from 2001 until 2008. She served in a Director Marketing and Contracts role for Turnkey Drilling with RBFalcon and Global Marine (a wholly owned subsidiary of Applied Drilling Technology Inc. (ADTI)) from 1993 until 2001, who later became acquired by Transocean Ltd. During her time with Global Marine from 1982 to 1999, she served in various Accounting Management roles. She is also a Certified Public Accountant. Professional Experience Transocean ● Senior Vice President of Industry and Community Relations (2017 – 2018) ● Senior Vice President of Marketing (2011 – 2017) ● Vice President Marketing (2008 – 2011) Skills
		Financial Expert	Technology Systems
		ESG Experience	Cybersecurity Experience
		International Exposure	Strategic Planning
		Energy	Business Transformation
		Distribution/Supply Chain


David Cherechinsky President and Chief Executive Officer of DNOW Director since 2020 Age 61	Mr. Cherechinsky has served as President and Chief Executive Officer and been a director of the Company since June 2020. Prior to serving as President and Chief Executive Officer, Mr. Cherechinsky served as the Company’s Senior Vice President and Chief Financial Officer from February 2018 until May 2020. Mr. Cherechinsky previously served as Vice President, Corporate Controller and Chief Accounting Officer from February 2014 until February 2018. Mr. Cherechinsky served as Vice President—Finance for NOV’s distribution business group from 2003, and as Vice President—Finance for NOV’s Distribution & Transmission business segment from 2011, until the Company’s spin-off in May 2014. He previously served NOV starting in 1989 in various corporate roles, including internal auditor, credit management and business analyst, and is a CPA. Professional Experience DNOW ● President and CEO (2020 – present) ● Senior Vice President and Chief Financial Officer (2018 – 2020) ● Vice President, Corporate Controller and Chief Accounting Officer (2014 – 2018) Skills
		CEO/Former CEO	Process Solutions
		Financial Expert	Distribution/Supply Chain
		Operations Leadership	Technology Systems
		ESG Experience	Cybersecurity Experience
		International Exposure	Strategic Planning
		Energy	Business Transformation

SEC Form DEF 14A filed by DNOW Inc.