Expro N : 2025 Statutory Dutch Annual Report
XPRO
Published on 05/11/2026 at 01:01 pm EDT
Notice to Shareholders: This annual report is prepared in accordance with the International Financial Reporting Standards as adopted by the European Union and the Dutch Civil Code. It does not contain all of the information that is required in our Annual Report on Form 10-K that is prepared in accordance with U.S. SEC regulations. Investors should consult our Annual Report on Form 10-K for additional information.
Consolidated statement of profit and loss and comprehensive income for December 31, 2025 55
Consolidated statement of changes in equity for December 31, 2025 56
Consolidated statement of financial position as of December 31, 2025 57
Consolidated statement of cash flows for December 31, 2025 59
Notes to the consolidated financial statements for December 31, 2025 62
Company profit and loss account for 2025 115
Company balance sheet as of December 31, 2025 116
Notes to the company financial statements 117
Company's branches 129
Provision in the articles of association governing the appropriation of profits 130
Independent Auditor's Report 131
The management of Expro Group Holdings N.V. ("Expro") herewith submits its annual report for the year 2025. It is noted that the relevant sections on the activities and functioning of the members of the board have been prepared in cooperation with all the members of the board of directors ("Board").
Expro Group Holdings N.V. is a Netherlands limited liability company (Naamloze Vennootschap) and includes the activities of the Company and its wholly owned subsidiaries (either individually or together, as context requires, "Expro," the "Company," "Group", "we," "us" and "our").
On March 10, 2021, the Company and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger with Expro Group Holdings International Limited ("Legacy Expro") providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of the Company (the "Merger"). The Merger closed on October 1, 2021, and the Company, previously known as Frank's International N.V. ("Frank's"), was renamed Expro Group Holdings N.V.
With roots dating to 1938, the Company is a global provider of energy services with operations in over 50 countries. The Company's portfolio of capabilities includes products and services related to well construction, well flow management, subsea well access, and well intervention and integrity. The Company's portfolio of products and services enhance production and improve recovery across the well lifecycle, from exploration through abandonment.
The reporting currency of the consolidated financial statements for Expro is the United States dollar ("USD").
Commodity Prices
Average daily oil demand declined slightly in the fourth quarter of 2025, down by 0.1 million b/d compared to levels recorded in the prior quarter; however, there remained an increase compared to the fourth quarter of 2024, and the full year average for 2024. Global liquids demand grew by 1.2 million b/d year-on-year in 2025 and is expected to grow a further 1.1 million b/d in 2026. Brent crude prices softened modestly over the fourth quarter of 2025, declining from a monthly average of approximately
$65 per barrel ("/bbl") in October to around $63/bbl in December. The easing in prices reflected a gradual weakening in market fundamentals as global supply growth outpaced demand and increasing oil in storage outweighed the effect of potential disruptions driven by tensions in Russia-Ukraine and Venezuela. Price declines were marginally offset by Chinese inventory builds and the OPEC+ decision to pause the unwinding of production cuts, underscoring the group's continued focus on market stability.
Market Conditions
Entering 2026, global oil inventories are expected to continue rising, as supply growth outpaces demand, placing downward pressure on prices. Despite softer fundamentals, geopolitical risks, evolving sanctions regimes and policy uncertainty continue to create potential supply disruptions, placing a higher degree of volatility on crude markets. On balance, oil prices are expected to remain subdued throughout 2026. Nevertheless, global oil and gas demand continues to grow, reinforcing the need for sustained investment to maintain and expand supply. There are several market factors that have had, and may continue to have, an effect on our business, including:
The market for energy services and our business are substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand. Changes in oil and gas prices impact customer willingness to spend on exploration and appraisal, development, production, and abandonment activities. The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects.
Activity related to gas and liquified natural gas ("LNG") production (and associated asset development) continues to grow as demand still outpaces supply and long-term energy security remains a priority. More broadly, the net-zero targets of many nations require a transition to lower-carbon sources such as natural gas and LNG, resulting in increased investment in the production of the fuels.
International and offshore activity continues to be a source of growth throughout 2026. We also see an increased demand for services related to brownfield and production enhancement and infield development programs as operators strive to maximize their previous investments and maintain production with a lower carbon footprint. In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments.
Expro remains selective in pursuing low-carbon opportunities that support operators' drive for increased sustainability in their hydrocarbon production, including early-stage carbon capture and storage and flare reduction. While the broader
trend toward decarbonization continues, our customers focus remains on energy security and returns driven by their core hydrocarbon businesses.
We reported a net income for the year ended December 31, 2025 of $54.3 million, compared to a net income of $58.6 million for the year ended December 31, 2024. The decrease in net income primarily reflects lower Segment EBITDA of $6.0 million (as defined in Note 5 "Business segment reporting") and higher depreciation and amortization expense of $27.9 million, partially offset by lower corporate costs of $7.4 million, lower foreign exchange losses of $14.5 million, lower income tax expenses of $12.3 million.
Net Turnover for the year ended December 31, 2025 decreased by $105.7 million, or 6.2%, to $1,607.1 million, compared to
$1,712.8 million for the year ended December 31, 2024. Activity and revenue across our geography-based operating segments decreased during the year ended December 31, 2025, most notably in Europe and Sub-Saharan Africa ("ESSA"), and Asia-Pacific ("APAC"), partially offset by increase in revenue in Middle East and North Africa ("MENA"). Turnover for our segments is discussed separately below.
Revenue for NLA was $558.0 million for the year ended December 31, 2025, a decrease of $8.0 million, or 1.4%, compared to $566.0 million for the year ended December 31, 2024. The decrease in revenue is primarily due to lower well construction revenue in the U.S. and Mexico, lower well flow management revenue in Mexico and lower well flow intervention and integrity revenue in Brazil, partially offset by higher subsea well access revenue in the U.S. and higher well flow management revenue in the U.S. and Brazil.
Segment EBITDA for NLA was $130.0 million, or 23.3% of revenue, during the year ended December 31, 2025, compared to $139.8 million or 24.7% of revenue during the year ended December 31, 2024, a decrease of $10.0 million. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to the decrease in revenue and a less favorable activity mix.
Revenue for ESSA was $486.9 million for the year ended December 31, 2025, a decrease of $77.5 million, or 13.7%, compared to $564.4 million for the year ended December 31, 2024. The decrease in revenue was primarily driven by lower well flow management revenue in Congo and lower subsea well access revenue in Angola as a result of one-time projects in 2024 that did not reoccur in 2025, partially offset by higher well construction revenue in Cyprus and higher subsea well access revenue in the
U.K. and Norway.
Segment EBITDA for ESSA was $147.3 million, or 30.2% of revenue, during the year ended December 31, 2025, compared to $143.0 million, or 25.4% of revenue, during the year ended December 31, 2024, an increase of $4.3 million. The increase in Segment EBITDA and Segment EBITDA margin, despite the decrease in revenue, was primarily attributable to an increase in activities on higher margin services during the year ended December 31, 2025.
Revenue for MENA was $363.6 million for the year ended December 31, 2025, an increase of $31.4 million, or 9.5%, compared to $332.2 million for the year ended December 31, 2024. The increase in revenue was driven by higher well flow management revenue in Iraq, Saudi Arabia, Algeria and higher well construction revenue in Saudi Arabia and the UAE.
Segment EBITDA for MENA was $132.0 million, or 36.3% of revenue, during the year ended December 31, 2025, compared to $117.2 million, or 35.3% of revenue during the year ended December 31, 2024. The increase of $14.7 million was attributable to higher revenue and a more favorable activity mix.
Revenue for APAC was $198.5 million for the year ended December 31, 2025, a decrease of $51.6 million, or 20.6%, compared to $250.1 million for the year ended December 31, 2024. The decrease in revenue was primarily due to lower subsea well access activity in China and Australia, and lower well flow management activity in Australia, partially offset by higher well construction activity in Australia and Brunei.
Segment EBITDA for APAC was $42.5 million, or 21.4% of revenue, during the year ended December 31, 2025, compared to $57.6 million, or 23.1% of revenue, during the year ended December 31, 2024. The decrease in Segment EBITDA was primarily due to decreased activity and less favorable product mix.
During the year ended December 31, 2024, the Company acquired CTL UK Holdco Limited ("Coretrax"). Please refer to Note 3 "Business combinations and dispositions" to the consolidated financial statements for additional information.
Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality. We have approximately 8,500 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries.
Our operations are comprised of four operating segments which also represent our reporting segments and are aligned with our geographic regions as follows:
North and Latin America ("NLA"),
Europe and Sub-Saharan Africa ("ESSA"),
Middle East and North Africa ("MENA"), and
Asia-Pacific ("APAC").
Our corporate strategy is designed to leverage existing capabilities and position Expro as a solutions provider with a technologically differentiated offering. Our objectives for 2026, which we expect will drive our performance in the year ahead, are organized around three themes: relevancy, resilience and results. In particular, we seek to (i) exceed industry expectations in regard to safety and operational performance; (ii) advance our products and services portfolio to provide customers with cost-effective, innovative solutions to produce oil, gas and geothermal resources more efficiently and with a lower carbon footprint; (iii) sustain our relentless drive for efficiency and better utilize existing assets; (iv) nurture our culture based on core values and agreed behaviors, empowering our people to be purposeful, adaptive, tough, and tireless; and (v) leverage the power of data to improve our own business practices and to deliver more value to our customers. We are committed to delivering above-market revenue growth, strong profitability and sustained generation of free cash flow. We believe improved business results require clear goals, an organizational commitment to continuous, systematic improvements, and top-to-bottom accountability.
Our operations are subject to numerous comprehensive and complex laws and regulations governing the emission and discharge of materials into the environment, occupational health and safety aspects of our operations, or otherwise relating to environmental protection. Various governmental agencies promulgate and enforce regulatory schemes to implement and enforce these laws, compliance with which can be complex and costly. Failure to comply with these laws or regulations or to obtain or comply with permits obtained under such legal and regulatory schemes may result in the assessment of sanctions, including administrative, civil penalties, criminal prosecution and penalties, imposition of investigatory, remedial or corrective actions, the required incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, operation, development or expansion of projects, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.
Certain environmental laws may impose joint and several strict liability, without regard to fault or the legality of the original conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. The trend in environmental regulation is to typically place more stringent restrictions and limitations on activities with the potential to impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, accidental releases or spills of regulated substances may occur during our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or people.
The following is a summary of the more significant existing environmental and occupational health and safety laws and regulations to which our business operations are subject and for which compliance could have a material adverse impact on our capital expenditures, results of operations or financial position. Additionally, it is possible that other future developments, such as the adoption of complex and stricter environmental and health and safety laws, regulations and enforcement policies may result in additional costs or liabilities that cannot currently be quantified.
Climate Change
Climate change continues to be a focus area in many of the jurisdictions in which we operate. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases ("GHGs") as well as to restrict or eliminate such future emissions. As a result, our operations are subject to a series of regulatory, political, litigation, and financial risks associated with the transport of fossil fuels and emission of GHGs.
Separately, various governments have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, there is a non-binding agreement, the United Nations-sponsored "Paris Agreement," for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. Further, within the Netherlands, in April 2023, the Dutch government introduced a package of 120 measures worth €28 billion that is intended to reduce carbon emissions and promote clean energy to meet the EU's target of reducing net emissions by 55% by 2030 from 1990 levels. In 2025, the EU progressed toward a binding target to reduce GHG emissions by 90% by 2040 compared to 1990 levels. While the United States has withdrawn from the Paris Agreement, emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted in the future by the United States may be possible or, in the absence of federal action, states in which the Group operates may become more active and focused on taking legislative or regulatory actions aimed at climate change and minimizing GHG emissions. Additionally, federal policies and initiatives to restrict or rescind such legislation and to withdraw from or roll back GHG commitments have prompted and may continue to prompt more activity from other states, local legislative bodies and administrative agencies to pass stricter GHG laws, regulations and other binding commitments.
There are also increasing risks of litigation related to climate change effects. Governments and third-parties have brought suit against some fossil fuel companies alleging, among other things, that such companies created public nuisances by marketing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts. Similar or more demanding cases are occurring in other jurisdictions where we operate. For example, in December 2019, the High Council of the Netherlands ruled that the government of the Netherlands has a legal obligation to decrease the country's GHG emissions, and in May 2021, the Hague District Court ordered Royal Dutch Shell plc to reduce its worldwide emissions by 45% by 2030 compared to 2019 levels. Such litigation has the potential to adversely affect the production of fossil fuels, which in turn could result in reduced demand for our services.
Financial risks also exist for fossil fuel producers (and companies that provide products and services to fossil fuel producers) as shareholders who are currently invested in such fossil fuel companies but are concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into other sectors. Banks and institutional lenders that provide financing to fossil fuel companies (and their suppliers and service providers) also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel companies. Additionally, in recent years, the practices of institutional lenders have been the subject of intensive lobbying efforts not to provide funding for such companies. Oftentimes this pressure has been public in nature, by environmental activists, proponents of international GHG reduction initiatives, and foreign citizenry concerned about climate change. Limitation of investments in and financings for fossil fuel companies could result in the restriction, delay or cancellation of production of crude oil and natural gas, which could in turn decrease demand for our services. Our own operations could also face limitations on access to capital as a result of these trends, which could adversely affect our business and results of operation.
While it is not possible at this time to predict the contours of any new or amended legislation or regulatory actions, the adoption and implementation of new or more stringent international, federal or state and local legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products. Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal, tidal and biofuels) could reduce demand for hydrocarbons, and therefore for our products and services, which would lead to a reduction in our revenues. Over time, one or more of these developments could have a material adverse effect on our business, financial condition and results of operations.
Hydraulic Fracturing
Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through our cementing product offering, we do not perform hydraulic fracturing, but many of our onshore customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the U.S.) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. In the U.S., the Environmental Protection Agency ("EPA") regulates certain hydraulic fracturing operations involving diesel under the Underground Injection Control program of the federal Safe Drinking Water Act. Additionally, states and local governments have sought and may further seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether. The widespread adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services. There also exists the potential for states and local governments to pursue new or amended laws, regulations, executive actions and other regulatory initiatives that could impose more stringent restrictions on hydraulic fracturing, including potential restrictions on hydraulic fracturing by banning new oil and gas permitting on federal lands.
Offshore Regulatory and Marine Safety
Spurred on by environmental and safety concerns, governing bodies from time to time have pursued moratoria and legislation or regulatory initiatives that would materially limit or prohibit offshore drilling in certain areas, including areas where we or our oil and gas exploration and production customers conduct operations such as on the federal Outer Continental Shelf waters in the
U.S. and Gulf of Mexico. The adoption of legislation or regulatory programs that restrict or otherwise materially limit offshore drilling could adversely affect, reduce or delay drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.
Employee Health and Safety
We are subject to several federal and state laws and regulations, including the Occupational Safety and Health Act, analogous state statutes, and regulations implementing same, establishing requirements aimed at protecting the health and safety of workers. In addition, the U.S. Occupational Safety and Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and the public. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with laws and regulations relating to worker health and safety.
We also operate in non-U.S. jurisdictions, which may impose similar legal requirements. Historically, our environmental and worker safety costs to comply with existing environmental laws and regulations have not had a material adverse impact on us. However, we believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and more onerous recordkeeping and reporting requirements, thus, we cannot give any assurance that such costs will not materially adversely affect us in the future.
We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations. In accordance with industry practice, however, we do not maintain insurance coverage against all of the operating risks to which our business is exposed. Therefore, there is a risk our insurance program may not be sufficient to cover any particular loss or all losses.
Currently, our insurance program includes, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicle, workers' compensation, and employer's liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. We generally do not procure or maintain business interruption insurance.
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. As of December 31, 2025, total available liquidity was $550.9 million, including cash and cash equivalents and restricted cash of $197.5 million and $353.4 million available for borrowings under our New Credit Facility (as defined below). Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. Our primary sources of liquidity have been cash flows from operations. Our primary uses of capital have been for capital expenditures, acquisitions and repurchases of company stock. We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements.
Our total capital expenditures are estimated to range between $110.0 million and $120.0 million for 2026. Our total capital expenditures were $105.6 million for the year ended December 31, 2025, out of which approximately 90% were used for the purchase or manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.
On October 30, 2025, the board approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the "Stock Repurchase Program"). Under the Stock Repurchase Program, the Company may repurchase shares of the Company's common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management's discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. During the years ended December 31, 2025 and 2024, we repurchased approximately 3.7 million and 1.2 million shares, respectively, of our common stock under the preceding stock repurchase program active at the time for a total cost of approximately $40.1 million and $14.2 million, respectively. Approximately $100.0 million remained authorized for repurchases under the Stock Repurchase Program as of December 31, 2025, subject to the limitation set in our shareholder authorization for repurchases of our common stock.
The timing, declaration, amount of, and payment of any dividends is within the discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with our asset based revolving credit facility, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our Board. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so.
Research and Development
Our research and development ("R&D") activities are related to spending for new product development and innovation and includes internal engineering, materials, and third-party costs.
Revolving Credit Facility
On July 23, 2025, the Company and certain subsidiaries entered into a new senior secured credit facility (the "New Credit Facility") with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $500.0 million. This includes a $400.0 million revolving credit facility and a $100.0 million 364 day term bridge loan. The facility matures on July 30, 2029, and replaces the Company's previous credit agreement dated October 1, 2021, as amended on October 6, 2023 (the "Prior Facility Agreement").
Proceeds from the revolving facility may be used for general corporate purposes, and proceeds from the bridge facility may be used for acquisitions, capital expenditures related to acquisitions, and related expenses.
The facility is jointly and severally guaranteed by certain subsidiaries and secured by first-priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least 80% of consolidated EBITDA and include subsidiaries individually contributing 5.0% or more of EBITDA.
Borrowings bear interest at a floating rate (subject to a 0.00% floor) plus a net leverage linked margin ranging from 2.00% to 3.25%, or 2.75% for bridge loans. Utilization fees of up to 0.40% apply depending on usage levels, and unused commitments are subject to a commitment fee equal to 35% of the applicable margin.
The agreement includes customary affirmative and negative covenants, including limitations on asset sales, indebtedness, investments, distributions, and affiliate transactions. Financial covenants require a minimum interest coverage ratio of 3.5x and a total net leverage ratio cap of 2.75x, tested quarterly. Events of default include payment defaults, covenant breaches, misrepresentations, insolvency events, and revocation of guarantees. The agreement also contains cross-default provisions and requires prepayment in certain events such as asset sales, change of control, or illegality. We are in compliance with all our debt covenants as of December 31, 2025.
As of December 31, 2025, we had $79.1 million of long-term borrowings outstanding under the New Credit Facility. The effective interest rate on our outstanding borrowings was 7.5%. As of December 31, 2024, we had $121.1 million of long-term borrowings outstanding under the Prior Facility Agreement. We utilized $67.5 million of the New Credit Facility and $48.5 million of the prior facility agreement as of December 31, 2025 and December 31, 2024, respectively, for bonds and guarantees.
Cash Flows from Operating, Investing and Financing Activities
The following table summarizes cash flows from operations, investing and financing activities for the years ended December 31, 2025 and 2024 (in thousands):
Years ended December 31,
2025
2024
Cash provided by / (used in):
Operating activities
$ 250,796
$ 209,516
Investing activities
(102,674)
(160,966)
Financing activities
(142,059)
(14,642)
Exchange losses on cash and cash equivalents
6,747
(2,411)
Net change in cash and cash equivalents
$ 12,810
$ 31,497
Net cash provided by operating activities was $250.8 million during the year ended December 31, 2025 as compared to
$209.5million during the year ended December 31, 2024. The increase of $41.3. million in net cash provided by operating activities was primarily driven by favorable movement in working capital.
Net cash used in investing activities was $102.7 million during the year ended December 31, 2025, as compared to net cash used in investing activities of $160.9 million during the year ended December 31, 2024. Our principal recurring investing activity is our capital expenditures, which decrease by $58.2 million.
Net cash used in financing activities was $142.0 million during the year ended December 31, 2025, as compared to $14.6 million during the year ended December 31, 2024. The change in net cash used in financing activities is primarily due to the repayment of long term borrowings of $42.0 million during 2025 as compared to net proceeds received from borrowings of $72.9 million in 2024 and the increase in repurchases of common stock of $25.9 million, partially offset by payment of acquisition-related contingent consideration of $13.9 million during 2024 that did not repeat in 2025.
Expro's selection of non-financial Key Performance Indicators (KPIs) is aligned with the Company's strategic priorities and its remuneration framework, particularly the Short Term Incentive (STI) scheme. Within this framework, Expro has identified two non-financial KPIs as most relevant to driving responsible and sustainable performance: greenhouse gas (GHG) emissions reduction metrics and Total Recordable Case Frequency (TRCF).
These KPIs reflect areas that are fundamental to operating safely, responsibly, and sustainably.
GHG emissions reduction metrics capture reductions in CO₂e emissions and support Expro's broader climate and
environmental objectives.
TRCF is a core health and safety measure, indicating the frequency of recordable incidents and providing insight into the effectiveness of the company's safety management systems.
The incorporation of these KPIs into the STI scheme ensures that management performance is assessed not only on financial outcomes but also on progress toward critical sustainability and safety objectives. This alignment promotes a balanced evaluation of performance and reinforces Expro's commitment to maintaining high safety standards while delivering sustainable long term value.
Total Recordable Case Frequency
The TRCF metrics measures the number of work-related recordable injuries and illnesses relative to total hours worked across the operations of the Company. The metric serves as a key indicator of the effectiveness of the company's health and safety management systems and operational risk controls. Recordable cases include workplace injuries or illnesses requiring medical treatment beyond first aid, restricted work, lost workdays, or job transfers. A lower TRCF indicates stronger safety performance and improved management of workplace hazards.
In 2023, the company reported a TRCF of 0.61, reflecting a relatively low incident frequency across operations. In 2024, TRCF increased to 1.05, indicating a higher number of recordable incidents relative to hours worked during the year. This increase suggests that operational conditions or activity levels may have introduced additional risks, highlighting areas where safety processes, hazard identification, and preventive controls required further reinforcement. During this period, the company continued to review incident data and implement corrective actions aimed at strengthening safety performance.
In 2025, TRCF improved significantly to 0.37, representing a substantial reduction in recordable incident frequency compared with both 2023 and 2024. This improvement reflects the impact of strengthened safety management initiatives, including enhanced hazard identification and risk assessment processes, increased workforce safety training, more systematic incident reporting and investigation, and a continued focus on operational discipline. The decline in TRCF demonstrates progress in reducing workplace risks and improving the overall effectiveness of the Company's health and safety management framework.
Looking ahead, the Company aims to maintain TRCF at consistently low levels while further strengthening its safety culture and preventive risk management practices. Continued focus on proactive hazard identification, workforce engagement in safety programs, and systematic learning from incidents and near-miss events is expected to support further improvements in safety performance. As safety management processes mature and operational controls continue to be enhanced, the company expects to sustain strong safety outcomes across its global operations.
Green House Emissions Reduction
The GHG emissions reduction metrics measure decreases in greenhouse gas emissions, expressed in carbon dioxide equivalent (CO₂e), achieved through operational efficiencies, energy management, and the adoption of lower-carbon technologies. These metrics are used to track progress against climate targets and evaluate the effectiveness of emissions-reduction initiatives, in line with internationally recognized frameworks such as the Greenhouse Gas Protocol.
In 2025, the Company achieved a 28% reduction in absolute greenhouse gas emissions compared with the 2021 baseline. This reduction reflects the continued implementation of emissions-reduction initiatives, including improved energy efficiency, operational optimization, and the deployment of lower-carbon technologies. The result demonstrates steady progress toward the Company's climate objectives and indicates that emissions-management strategies implemented since the baseline year are delivering measurable improvements in environmental performance.
For 2026, the Company expects to achieve a 34% reduction in absolute greenhouse gas emissions compared with the 2021 baseline, indicating continued progress in lowering the carbon footprint of its operations. This improvement is expected to be supported by further efficiency gains, optimization of energy use, and ongoing deployment of lower-emission technologies across operational activities. Together, these initiatives are expected to contribute to continued reductions in emissions intensity while supporting the company's longer-term strategy to improve environmental performance and advance operational decarbonization.
As of December 31, 2025, we had approximately 8,500 employees worldwide. We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of December 31, 2025, approximately 20% of our employees were subject to collective bargaining agreements, with 10% being under agreements that expire within one year. We consider our relations with our employees to be positive. In the United States of America ("U.S."), where approximately 13% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary. Based upon the geographic diversification of our employees, we believe any risk of loss from employee strikes or other collective actions would not be material to the conduct of our operations taken as a whole.
The Company currently has a one-tier board structure. Under the Company's Articles, the Board must consist of one or more executive directors and one or more non-executive directors. Only a non-executive director can serve as Chair of the Board.. Executive directors are primarily charged with the Company's day-to-day operations and non-executive directors are primarily charged with the supervision of the performance of the duties of the directors.
The Board exercises oversight of management with the Company's interests in mind. At the annual meeting, the terms of our seven incumbent directors will expire. Assuming the shareholders elect the nominees as set forth in "Item 1-Election of Directors," the Board will continue to consist of seven members.
The Board assesses director independence on a case-by-case basis, in each case consistent with applicable legal requirements and the listing standards of the NYSE. After reviewing all relationships each director has with the Company, including the nature and extent of any business relationships between the Company and each director, as well as any significant charitable contributions the Company makes to organizations where its directors serve as board members or executive officers and transactions discussed under "Transactions with Related Persons" below, the Board has affirmatively determined each of Mr. Arbeter, Mr. Drummond, Ms. Troe, Mr. Truelove, Ms. Vallejo and Ms. Whelley have no material relationships with the Company and are independent under the applicable NYSE rules. Except for Mr. Arbeter, who is appointed pursuant to this right under the Director Nomination Agreement with Oak Hill Group, the directors are also independent under the Dutch Corporate Governance Code (as meant in best practice provisions 2.1.7-2.1.9).
During 2025, the Board held five meetings, the Audit Committee of the Board held four meetings, the Compensation Committee of the Board held five meetings, and the Nominating and Governance Committee held four meetings. During 2025, each of the Company's directors attended at least 75% of the Board meetings and the meetings of the committees on which that director served. The Company's directors are encouraged to attend the annual meeting of shareholders either in person or telephonically. Six of the seven directors at the time attended the 2025 annual meeting of shareholders either in person or through electronic conferencing and were available to answer questions.
Robert Drummond
gender: male
age: 65
nationality: United States of America
principal position: Chariman and non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: May 19, 2017 for the supervisory board as in place at that time.
current term in office: at the Company's annual meeting 2026, Mr. Drummond will be standing for re-election as director to serve until the Company's annual meeting 2027. If re-elected to the Board at the 2026 annual meeting, Mr. Drummond will serve as Chair of the Board following the meeting.
Mr. Drummond currently serves as Chairman of the Board, a position he has held since May 2024. He has been a director of the Company since May 2017. Prior to October 2021, he served as a supervisory director of the Company, and thereafter, as a non-executive member of the Board. He currently serves as Vice Chairman of the board of directors of Patterson-UTI Energy, Inc., an oilfield services company, a position he has held since September 2023. Prior to serving in his current position, Mr. Drummond was President and Chief Executive Officer of NexTier Energy Solutions Inc., f.k.a. Keane Group, Inc., an oilfield services company, from August 2018 until its merger with Patterson-UTI in September 2023. He also served on the Board of Directors of NexTier from August 2018 until September 2023. Prior to that, Mr. Drummond served as President and Chief Executive Officer of Key Energy Services, Inc., an oilfield services company, from March 2016 to May 2018, prior to which he was President and Chief Operating Officer since June 2015. He also served on the board of directors of Key Energy Services, Inc. from November 2015 until August 2018. Prior to joining Key, Mr. Drummond was previously employed for 31 years by Schlumberger Limited, where he served in multiple engineering, marketing, operations, and leadership positions throughout North America. His positions at Schlumberger included President of North America from January 2011 to June 2015; President of North America Offshore & Alaska
from May 2010 to December 2010; Vice President and General Manager for the US Gulf of Mexico from May 2009 to May 2010; Vice President of Global Sales from July 2007 to April 2009; Vice President and General Manager for US Land from February 2004 to June 2007; Wireline Operations Manager from October 2003 to January 2004; Vice President and General Manager for Atlantic and Eastern Canada from July 2000 to September 2003; and Oilfield Services Sales Manager from January 1998 to June 2000. Mr. Drummond began his career in 1984 with Schlumberger. Mr. Drummond is a member of the Society of Petroleum Engineers. Formerly, he served as a member of the board of directors of the National Ocean Industries Association, the Energy Workforce & Technology Council and the Greater Houston Partnership and on the Board of Trustees for the Hibernia Platform Employees Organization - Newfoundland; and as an advisory board member for each of the University of Alabama College of Engineering Board, University of Houston Global Energy Management Institute, the Texas Tech University Petroleum Engineers and Memorial University's Oil and Gas Development Partnership. Mr. Drummond received his Bachelor of Science in Mineral/Petroleum Engineering from the University of Alabama in 1983. Mr. Drummond was selected as a director because of his extensive industry and management expertise.
Michael Jardon
gender: male
age: 56
nationality: United States of America
principal position: the Company's President and Chief Executive Officer
other positions: see biography here below.
date of initial appointment: October 1, 2021
current term in office: at the Company's annual meeting 2026, Mr. Jardon will be standing for re-election as director to serve until the Company's annual meeting 2027.
Mr. Jardon currently serves as the Company's President and Chief Executive Officer and an executive member of the Board, positions he has held since October 2021. Prior to serving in his current position, he was appointed Chief Executive Officer of Expro Group Holdings International Limited (which was acquired by the Company in October 2021 ("Legacy Expro," and such transaction, the "Merger")) in April 2016, after five years as Legacy Expro's Chief Operating Officer. Prior to joining Legacy Expro, 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. Mr. Jardon holds a Bachelor of Science degree in Mechanical Engineering and Mathematics from Colorado School of Mines. Mr. Jardon was selected as a director because of his extensive experience and familiarity with Legacy Expro and its affiliates as well as his industry and management expertise.
Eitan Arbeter
gender: male
age: 45
nationality: United States of America
principal position: non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: October 1, 2021
current term in office: at the Company's annual meeting 2026, Mr. Arbeter will be standing for re-election as director to serve until the Company's annual meeting 2027.
Mr. Arbeter has been a non-executive member of the Board since October 2021. Mr. Arbeter previously served on the board of directors of Legacy Expro. He shares portfolio management responsibilities for stressed and distressed credit and certain less liquid multi-strategy portfolios as Portfolio Manager and Partner at Oak Hill Advisors, L.P., a leading alternative investment firm. Mr. Arbeter serves on the Oak Hill Advisors' investment strategy and several fund investment committees. He has led a number of high-profile restructuring cases and has served on various ad hoc creditor committees, including on several steering
committees. Prior to assuming a portfolio management role, Mr. Arbeter spent over 10 years as a senior research analyst. In this time, he had responsibility for Oak Hill Advisors' distressed investments and covered the consumer products, retail, restaurants, cable and telecommunications industries. Prior to joining Oak Hill Advisors, Mr. Arbeter worked at Bear, Stearns & Co. Inc. in its Global Industrials Group. He currently serves on Board of Trustees for the T. Rowe Price OHA Flexible Credit Income Fund and on the board of directors for the Winebow Group. Mr. Arbeter earned a B.B.A, with honors, from the Stephen M. Ross School of Business at the University of Michigan. Mr. Arbeter was selected as a director because of his familiarity with Expro as well as his business acumen and capital markets expertise.
Lisa Troe
gender: female
age: 64
nationality: United States of America
principal position: non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: October 1, 2021
current term in office: at the Company's annual meeting 2026, Ms. Troe will be standing for re-election as director to serve until the Company's annual meeting 2027.
Ms. Troe has been a non-executive member of the Board since October 2021. Ms. Troe has been involved in the oil and gas industry since 1980, working in upstream and midstream companies, investing in direct working interests, evaluating transactions and governance practices, and from 2003 to 2014 providing board-level oversight to an exploration and production general partnership. From January 2014 to June 2021, Ms. Troe served as Senior Managing Director of Athena Advisors LLC, an advisory firm she founded to provide public company accounting, disclosure and other compliance expertise in corporate investigations and litigations, and strategic responses to crisis-driven and other business needs. Previously, she served as a Senior Managing Director at FTI Consulting, Inc. and as the Pacific region Regional Chief Enforcement Accountant at the U.S. Securities and Exchange Commission. From February 2014 to June 2023, Ms. Troe was a director of Magnite, Inc. (Nasdaq: MGNI), an advertising technology company. From March 2021 to June 2024, when the company was sold to PE firms, Ms. Troe was a director of HireRight Holdings Corp (formerly NYSE: HRT), a provider of workforce management solutions. From April 2021 to June 2023, she was a director of Stem, Inc. (NYSE: STEM), a provider of clean energy technology. Ms. Troe served as audit committee chair for each of the preceding three companies. She is a CPA and has a Bachelor of Science degree from the University of Colorado. She is an NACD Certified Director, CERT Certified in Cybersecurity, NACD CERT Certified in Cyber-Risk Oversight, and holds AI certifications. Ms. Troe was selected as a director due to her expertise in public company accounting, financial reporting and corporate governance, as well as her public company director and audit committee experience.
Brian Truelove
gender: male
age: 67
nationality: United States of America
principal position: non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: October 1, 2021
current term in office: at the Company's annual meeting 2026, Mr. Truelove will be standing for re-election as director to serve until the Company's annual meeting 2027.
Mr. Truelove has been a non-executive member of the Board since October 2021. He has over 40 years of experience in the global upstream oil and gas industry. From 2018 to October 2021, he served on the board of directors of Legacy Expro. Mr. Truelove has also served on the board of directors of Bristow Group Inc. since 2019. From 2011 to 2018, he worked for the Hess Corporation, an energy company, most recently as Senior Vice President, Global Services, which included serving as the Chief Information Officer, Chief Technology Officer, and leading the Supply Chain/Logistics organization. Prior to assuming this role, he served as Senior Vice President for Hess' global offshore businesses and prior to that he was Senior Vice President for Global Drilling and
Completions. From 1980 through 2010, Mr. Truelove worked for Royal Dutch Shell where he most recently served as Senior Vice President for the Abu Dhabi National Oil Company/NDC on secondment from Shell. Prior to that he led Shell's global deepwater drilling and completions business. During his time with Hess and Shell, Mr. Truelove held leadership positions around the world in drilling and production operations and engineering, asset management, project management, R&D, Health/Safety/Environment, and corporate strategy, amongst others. Mr. Truelove was selected as a director because of his extensive experience in the oil and gas industry and his public company experience.
Frances M. Vallejo
gender: female
age: 61
nationality: United States of America
principal position: non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: May 24, 2023
current term in office: at the Company's annual meeting 2026, Ms. Vallejo will be standing for re-election as director to serve until the Company's annual meeting 2027.
Ms. Vallejo has been a non-executive member of the Board since May 2023. She is a former executive officer of ConocoPhillips, an independent exploration and production company, where she began her career in 1987. She served as Vice President, Corporate Planning and Development from April 2015 until December 2016 and as Vice President and Treasurer from October 2008 until March 2015. Prior to October 2008, she served as General Manager Corporate Planning and Budgets, Vice President Upstream Planning and Portfolio Management, Assistant Treasurer, Manager Strategic Transactions, and in other geophysical, commercial, and finance roles. Ms. Vallejo currently serves on the board of directors of Coterra Energy Inc, a publicly traded exploration and production company with focused operations in the Permian Basin, Marcellus Shale and Anadarko Basin, since October 2021 and South Bow Corporation, a publicly traded energy infrastructure business, since October 2024. She previously served from February 2021 to November 2023 on the board of directors of Crestwood Equity Partners LP, a publicly traded master limited partnership that owned and operated oil and gas midstream assets located primarily in the Bakken Shale, Delaware Basin and Powder River Basin before being purchased by Energy Transfer LP. She was a member of the Board of Trustees of Colorado School of Mines from 2010 until 2016 and is Chair of the Colorado School of Mines Foundation Board of Governors. Ms. Vallejo holds a Bachelor of Science in mineral engineering mathematics from Colorado School of Mines and a Master of Business Administration from Rice University, where she was named a Jones Scholar. Ms. Vallejo was selected as a director because of her vast experience in the oil and gas industry and extensive leadership roles in corporate planning, budgeting, and treasury. Ms. Vallejo is a NACD Certified Director and CERT Certified in Cybersecurity Oversight.
Eileen Whelley
gender: female
age: 72
nationality: United States of America
principal position: non-executive member of the Company's Board
other positions (in so far as they are relevant to the performance of the duties as non-executive member of the Board): see biography here below
date of initial appointment: October 1, 2021
current term in office: at the Company's annual meeting 2026, Ms. Whelley will be standing for re-election as director to serve until the Company's annual meeting 2027.
Ms. Whelley has been a non-executive member of the Board since October 2021. Ms. Whelley founded EGW Advisors, LLC in January 2019 through which she provides coaching to C-suite executives in the areas of leadership and executive team effectiveness, strategic plan and performance alignment and cultural transformation. She retired from the XL Group, a commercial (re)insurance company, in January 2019, having served as Chief Human Resources Officer, where she was responsible for leading all aspects of Human Resources including leadership development and succession planning, compensation and benefits, diversity
and inclusion, cultural transformation and colleague engagement. Prior to joining XL Group in 2012, Ms. Whelley spent five years as Chief Human Resources Officer for the Hartford Financial Services Group, and before that, was at General Electric Company for 17 years where she was a Company officer and held a number of Human Resources leadership roles, including Executive Vice President Human Resources for NBC Universal. Ms. Whelley has expertise in the areas of organizational transformation, executive development and succession planning, leadership effectiveness, acquisition integration and executive compensation. She is a member of the SUNY Research Foundation board of directors where she serves as Vice Chair of the Board. Ms. Whelley graduated from SUNY Potsdam with a BA in Sociology and earned an MA from Bowling Green State University. She was selected as a director due to her experience in management, executive development and human resources.
The Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each of the three committees is composed of independent directors and has the composition and responsibilities described below. The Board may decide in the future to create additional committees.
Audit Committee
The Audit Committee oversees, reviews, acts on and reports to the Board on various auditing and accounting matters, including: the selection of the Company's independent accountants; the scope of the Company's annual audits; fees to be paid to the independent accountants; the performance of the Company's independent accountants and the Company's accounting practices. In addition, the Audit Committee oversees the Company's compliance programs relating to legal and regulatory requirements. On a quarterly basis, the Audit Committee meetings are typically attended by the Company's Chief Financial Officer, General Counsel, representatives from its external and internal auditors, and others as necessary and appropriate. The Company has adopted an audit committee charter defining the committee's primary duties in a manner consistent with the rules of the SEC and the NYSE market standards, which is available at https://www.expro.com.
The Company's Audit Committee currently consists of Ms. Troe, Mr. Truelove and Ms. Vallejo, with Ms. Troe serving as the Chair. Each member satisfies the heightened requirements for independence under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). An "audit committee financial expert" is defined as a person who, based on his or her experience, possesses the attributes outlined in Regulation S-K Item 407(d)(5)(ii) and (iii). The Board has determined that each of Ms. Troe, Mr. Truelove and Ms. Vallejo are an "audit committee financial expert" as defined by the rules and regulations of the SEC. The Company has determined that each of Ms. Troe, Mr. Truelove and Ms. Vallejo are financially literate as defined by the rules and regulations of the NYSE.
The Audit Committee is delegated all authority of the Board as may be required or advisable to fulfill its purpose. The Audit Committee may form and delegate some or all of its authority to subcommittees or to its Chair when it deems appropriate. Meetings may, at the discretion of the Audit Committee, include other directors, members of the Company's management, consultants or advisors, and such other persons as the Audit Committee believes to be necessary or appropriate.
If re-elected to the Board, Ms. Troe, Mr. Truelove and Ms. Vallejo will continue to serve on the Audit Committee, with Ms. Troe serving as Chair.
Compensation Committee
The Company's Compensation Committee currently consists of Mr. Arbeter, Mr. Drummond and Ms. Whelley, with Ms. Whelley serving as the Chair. Each member satisfies the heightened requirements for compensation committee independence set out in Section 303A.02(a)(ii) of the NYSE Manual and Rule 10C-1 of the Exchange Act.
The Compensation Committee oversees, reviews, acts on and reports to the Board on various compensation matters, including: the compensation of the Company's executive officers and directors; the Compensation Discussion and Analysis included in the Company's proxy statement or Annual Report on Form 10-K and the Compensation Committee Report; compensation matters required by Dutch Law; and the discharge of the Board's responsibilities relating to compensation of the Company's executive officers and directors. The Company has adopted a compensation committee charter defining the committee's primary duties, which is available at https://www.expro.com.
The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill its purpose. The Compensation Committee may form and delegate some or all of its authority to subcommittees or to its Chair when it deems
appropriate. Meetings may, at the discretion of the Compensation Committee, include other directors, members of the Company's management, consultants or advisors, and such other persons as the Compensation Committee believes to be necessary or appropriate. Further, Meridian Compensation Partners, LLC has been engaged by the Compensation Committee to provide advice and recommendations regarding compensation.
If re-elected to the Board, Mr. Arbeter, Mr. Drummond and Ms. Whelley will continue to serve on the Compensation Committee, with Ms. Whelley serving as Chair.
Nominating and Governance Committee
The Company's Nominating and Governance Committee currently consists of Ms. Troe, Mr. Truelove and Ms. Whelley, with Mr. Truelove serving as the Chair.
The Nominating and Governance Committee oversees, reviews, acts on and reports to the Board on various corporate governance matters, including the selection of director nominees; composition of the Board and its committees; compliance with corporate governance guidelines; enterprise risk management, including risks related to matters including compliance, and information technology and cybersecurity as well as artificial intelligence/AI; annual performance evaluations of the Board and its committees; and succession planning for the Chief Executive Officer. It also oversees management's effort to increase the Company's environmental, social and governance related policies and initiatives, including climate- and human capital-related risks. The Company has adopted a Nominating and Governance Committee charter defining the committee's primary duties, which is available at https://www.expro.com.
The Nominating and Governance Committee is delegated all authority of the Board as may be required or advisable to fulfill its purpose. The Nominating and Governance Committee may form and delegate some or all of its authority to subcommittees or to its Chair when it deems appropriate. Meetings may, at the discretion of the Nominating and Governance Committee, include other directors, members of the Company's management, consultants or advisors, and such other persons as the Nominating and Governance Committee believes to be necessary or appropriate.
If re-elected to the Board, Ms. Troe, Mr. Truelove and Ms. Whelley will continue to serve on the Nominating and Governance Committee, with Mr. Truelove serving as Chair.
The number of members of the Board is determined from time to time at a general meeting upon a proposal by the Board. Pursuant to the Company's Articles, directors are appointed by the shareholders voting at the general meeting upon a proposal of the Board. A proposal made by the Board and submitted on time is binding. However, the general meeting may render the proposal non-binding by a resolution to that effect adopted with a majority of no less than two-thirds of the votes cast, representing over one-half of the issued capital. Under Dutch law, if a binding proposal for the relevant board seat is made, then that person is deemed elected if no resolution is adopted by the general meeting to render the proposal non-binding. When making a proposal, subject to applicable law, the Board must observe the terms of the Director Nomination Agreement (
Pursuant to the Director Nomination Agreement, Oak Hill Advisors, L.P. currently has the right in respect of one non-executive board seat to designate the person who must be proposed by the Board for appointment provided that it owns at least 10%, but less than 20%, of the Common Stock outstanding at the closing of the Merger. Mr. Arbeter was appointed pursuant to this right under the Director Nomination Agreement and will be the Oak Hill Group's designee at the 2026 annual meeting.
In evaluating director candidates, the Company assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board's ability to oversee and direct the Company's affairs and business, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and the quality of the Board's deliberations and decisions. In evaluating directors under its diversity policy, the Company considers diversity in its broadest sense, including persons diverse in perspectives, personal and professional experiences, geography, gender, race and ethnicity. The Board assesses the effectiveness of this policy in connection with its annual evaluation of the Board and its committees.
In order to assist the Board in the director selection process as well as in the selection of Board committee composition, the Nominating and Governance Committee has developed a written matrix of the ideal characteristics and competencies of a public company board of directors, including the best practice compositions for members of an audit committee, compensation committee and nominating and governance committee. The criteria include (i) senior leadership experience, (ii) business
development/mergers and acquisition experience, (iii) financial expertise and financial literacy, (iv) public board experience, (v) the number of public boards on which the individual is currently serving, (vi) diversity, (vii) global experience, (viii) industry experience, (ix) operational/manufacturing experience, (x) information technology experience, (xi) brand marketing experience,
(xii) independence, (xiii) drilling/service company experience, (xiv) strategy and vision development, (xv) collegiality and respectfulness with regards to the ideas of others, and (xvi) emergency CEO capability.
The Company will consider director candidates recommended by shareholders on the same basis as candidates recommended by the Board and other sources. For a description of the procedures and qualifications required to submit shareholder proposals, including for nominating directors, please see "Shareholder Proposals." Other than as described above, the Company does not have a policy regarding consideration of director candidates submitted by shareholders.
Shareholder Proposals
Pursuant to the Company's Articles, general meetings will be held in Amsterdam, The Netherlands in the municipality in which the Company has its statutory seat, or at the Municipality of Haarlemmermeer (Schiphol). A general meeting of shareholders will be held at least once a year within the period required by Dutch law, which is currently no later than six months after the end of the Company's financial year.
The agenda for the 2027 annual meeting is expected to include, in addition to other matters, any matter the consideration of which has been requested by one or more shareholders, representing alone or jointly with others at least such percentage of the issued capital stock as determined by our Articles and Dutch law, which is currently set at three percent. Shareholders who desire to submit a proposal for action, including a proposal to appoint a director, at the 2027 annual meeting other than pursuant to Rule 14a-8 of the Exchange Act must comply with Article 30 of the Company's Articles. The request to consider such matter must be received by us no later than on the 60th day prior to the day of the 2027 annual meeting accompanied by a statement containing the reasons for the request. We currently expect our 2027 annual meeting to be held on or about June 9, 2027, with mailing to commence on or about April 16, 2027. Requests received later than the 60th day prior to the day of the meeting (anticipated to be Saturday, April 10, 2027), will be considered untimely. In addition, the deadline for providing notice to the Company under Rule 14a-19, the SEC's universal proxy rule, of a shareholder's intent to solicit proxies in support of nominees submitted under the Company's Articles is April 11, 2027.
Any proposals sought for inclusion in the proxy statement for the 2027 annual meeting must comply with Rule 14a-8 under the Exchange Act and be submitted by December 18, 2026.
In order for any matters to be included in the Company's proxy statement or presented at the 2026 annual meeting, the qualified shareholder(s) must submit the matter to the Company's Secretary at 1311 Broadfield Blvd., Suite 400, Houston, Texas 77084.
A "Related Party Transaction" is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. According to Company policy, a "Related Person" means:
any person who is, or at any time during the applicable period was, one of the Company's executive officers or one of its directors;
any person who is known by the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities;
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of any class of the Company's voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of any class of the Company's Common Stock; and
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
The Company's Board adopted a written Related Party Transactions Policy and has approved, along with the Audit Committee, the applicable Related Party Transactions at this time. Pursuant to this policy, the Audit Committee will review all material facts of all new Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, the Audit Committee
expects to take into account, among other factors, the following: (1) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (2) the extent of the Related Person's interest in the transaction. Further, the policy requires that all Related Party Transactions required to be disclosed in the Company's filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.
The related party transactions are disclosed below:
Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the years ended December 31, 2025, 2024 and 2023, we provided goods and services to related parties totaling $2.8 million, $7.6 million and $13.0 million, respectively. During the years ended December 31, 2025, 2024 and 2023, we received services from related parties totaling $0.1 million, $0.1 million and $1.1 million respectively.
Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was less than $0.1 million, $0.3 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Further, during the years ended December 31, 2025, 2024 and 2023, we received dividends from CETS totaling $10.9 million,
$8.2 million and $8.3 million, respectively.
As of December 31, 2025 and 2024, amounts receivable from related parties were $0.9 million and $0.8 million, respectively, and amounts payable to related parties were nil and less than $0.1 million as of December 31, 2025 and 2024, respectively.
Transactions with Directors, Executive Officers and Affiliates
None other than director fees paid. Refer to Note 11 to the Expro Group Holdings N.V. Company Accounts for further details.
None of the Company's executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on the Board. No member of the Board is an executive officer of a company in which one of the Company's executive officers serves as a member of the board of directors or compensation committee of that company.
The Board welcomes questions or comments about the Company and its operations. Interested parties who wish to communicate with the Board, the Chair, the non-employee or independent directors, or any individual director, may write to Expro Group Holdings N.V., c/o U.S. Headquarters, Attention: Corporate Secretary - 1311 Broadfield Blvd., Suite 400, Houston, Texas 77084. If requested, any questions or comments will be kept confidential to the extent reasonably possible. Depending on the subject matter, the Corporate Secretary, will:
forward the communication to the director or directors to whom it is addressed;
refer the inquiry to the appropriate corporate department if it is a matter that does not appear to require direct attention by the Board or an individual director; or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
Our Internet address is https://www.expro.com. Our Corporate Governance Guidelines, our Corporate Code of Conduct and Ethics and the Audit Committee Charter are available on our website.
Compliance with the Dutch Corporate Governance Code
In addition to the New York Stock Exchange listing standards and the rules and regulations as promulgated by the SEC, as a Dutch company, our governance practices are based on the Dutch decree on additional requirements for annual reports of the board of directors "Besluit inhoud bestuursverslag", which was last amended effective as of March 28, 2025 (the "Decree") and also governed by the principles and best practice provisions of the Dutch Corporate Governance Code, as most recently amended during March 2025 (the "Dutch Code", published at http:// https://www.mccg.nl/), which contains a number of principles and best practices.
The Dutch Code, in contrast to U.S. laws, rules and regulations related to corporate governance, contains a "comply-or-explain" principle, offering the possibility to deviate from the Dutch Code, without being in breach, as long as any such deviations are explained.
Importantly, the Dutch Code prescribes that an explanation for any departures should in any event include the following elements:
how the company departed from the principle or best practice provision;
the reasons for the departure;
if the departure is of a temporary nature and continues for more than one financial year, an indication of when the company intends to comply with the principle or the best practice provision again; and
where applicable, a description of the alternative measure that was taken and either an explanation of how that measure attains the purpose of the principle or best practice provision, or a clarification of how the measure contributes to good corporate governance of the company.
There is considerable overlap between the requirements we must meet under U.S. rules and regulations and the provisions of the Dutch Code. If there are conflicting provisions of the Dutch Code and the requirements of the NYSE and the SEC, we will comply with the NYSE and SEC requirements, given their mandatory nature. As a SEC registrant and NYSE listed company, we believe that it is appropriate to maintain governance practices that are consistent with our peers listed on the NYSE.
The Code is focused on companies with a two-tier governance structure (having a separate board with supervisory directors), but also applies to companies with a one-tier governance structure. In addition to Chapters 1 to 4 inclusive, Chapter 5 contains one principle and five best practice provisions that apply specifically to companies with a one-tier governance structure.
Those provisions in the Dutch Code that relate to supervisory board members also apply to non-executive directors, without prejudice to the other responsibilities that these non-executive directors may have. Where this is not possible, the "comply or explain" principle applies. Expro complies with the Dutch Code, expect for the best practice provisions mentioned below. The required statements are also included below.
Expro chooses to deviate from certain best practice provisions of the Dutch Code. Please see below the items that Expro does not comply with.
- Reporting by the management board
Expro does not to include the items mentioned in this provision in the management board report of the annual accounts (e.g. effects on people and environment), since there is an extensive document named "Our 2024 Sustainability Review" covering these items of the relevant best practice provisions.
As long as this document shall be prepared, Expro shall deviate from this provision.
- Dialogue with stakeholders
Expro engages regularly with its stakeholders to solicit their feedback, as mentioned on page 25 of the extensive document named "Our 2024 Sustainability Review". Expro, however, does not have a specific policy in this respect. We enter the dialogue when we deem appropriate and when stakeholders inform us that they wish to do so.
This approach has worked for Expro and Expro shall deviate from this best practice provision as long as we and the stakeholders remain satisfied with this approach.
- Risk assessment
Expro does not comply with this best practice provisions, since not all of the elements that are mentioned in the provision have been covered in the management board report. However, we follow SEC rules and have an extensive Risk Oversight and Risk Factors Related to Our Business section. As long as the company shall be subject to SEC rules, we expect to be non-compliant.
- Appointment and dismissal (senior internal auditor)
Our executive director and CEO interviews, appoints and dismisses the senior internal auditor, after consulting the Audit Committee and the Chief Financial Officer (CFO). The appointment, however, is not subject to the formal approval of the non-executive directors. We think that this approach is (i) more appropriate since the CEO and the CFO have more information in respect of the Company and (ii) in line with common practice in the United States of America. We don't expect to change our approach in the near future.
2.1.6 - Reporting on the D&I policy
Expro includes the diversity goals in a different publicly disclosed document, namely the proxy statement. Also, there is not a concrete plan to achieve specific goals, because whilst nominating the directors, it is decided which persons are the best for the role based on their background and experience, regardless of their gender. It is noted, however, that Expro's sub top is quite gender diverse, with over 40% being female. We expect to deviate from this best practice provision at least for the coming years.
2.2.2 - Appointment and reappointment periods - supervisory board members
Page18 of the management board report contains the following statement: "All non-executive Board members who are reappointed each year at the annual meeting serve until the annual meeting of the next year.". Currently, the Board does not believe there is a driving interest in limiting members to the maximum terms mentioned in provision 2.2.2 of the Dutch Code. To the contrary, the Board believes that a depth of history and knowledge of the Company, which can be developed through longterm service, continues to be key to an effective oversight. We expect to deviate from this best practice provision for the coming years.
2.2.4 - Succession
The Company does not have a retirement schedule for the Board. The Company's Corporate Governance Guidelines state that a non-executive director will not be nominated for re-election to the Board once he or she has reached the age of 75 and he or she will retire immediately prior to the annual shareholder meeting that follows his or her 75th birthday. Notwithstanding the foregoing, on the recommendation of the Nominating and Governance Committee, the Board may make case-by-case exception to this policy if it deems such exception to be in the best interests of the Company.
We expect to deviate from the best practice provision for the coming years.
2.2.8 - Evaluation accountability
The non-executive director's report does include information regarding points i and ii. The report, however, does not include information regarding the main findings and conclusions of the individual evaluations, since we do not think that we need to disclose this information due to privacy and other reasons.
As mentioned in the management board report, any findings and conclusions as a result of the performance reviews are reviewed and discussed by the non-executive Board members, but are not disclosed to the public. Any findings from the evaluations will be reflected in future nomination procedures, if necessary. It is expected that this policy shall remain during the coming years.
2.3.1 - Supervisory board's terms of reference
Expro complies with NYSE rules and the Corporate Governance Guidelines which also covers matters for the non-executive Board members and their meetings. As long as Expro shall be subject to said rules, we expect to be non-compliant.
2.3.7 - Vice-chairman of the supervisory board
Expro has not appointed a formal vice-chairman. In practice, the Chairman of the Nominating and Governance Committee could act as an interim Chairman, if needed. If the current Chairman cannot act or is not acting adequately, the non-executive directors will appoint another Chairman. It is expected the above will apply for at least the coming years.
2.3.8 - Delegated supervisory board member
So far Expro has not been in need of a delegated non-executive Board member. If and when needed, the Board could delegate certain tasks in respect of certain projects to individual members or subcommittees. Expro also does have the concept of a Lead Director in case the Chairman is not independent. This, however, is currently not the case. We expect to deviate from this best practice provision for as long as we do not come across a situation in which we deem such delegated non-executive Board member necessary.
2.4.3 - Point of contact for the functioning of supervisory board and management board members
As mentioned above, if the current Chairman is not able to act or not acting adequately, the non-executive Board members can appoint another Chairman. We expect to be deviating for at least the coming years.
2.4.4 - Attendance at supervisory board meetings
Expro follows NYSE rules and therefore deviate from this best practice provision. Under NYSE rules, the Board members need to attend at least 75% of the Board meetings and the meetings of the committees on which that Board member served. If this attendance rate has not been met, the Board members need to clarify who was not present for at least 75% and why. Since the 75% attendance requirement has been met, no additional information has been given regarding absence of directors. As a result of the above, the report of the non-executive Board members only mentions the 75% attendance and not an exact breakdown of the absence of each Board member. We expect to deviate for as long as Expro needs to follow the NYSE rules.
3.1.2 - Remuneration policy
The salaries within Expro are within a certain range, but do not have fixed pay ratios. Expro follows US customary market practice and therefore deviate from this best practice provision. We expect to deviate from best practice provision for at least the coming years.
3.2.3 - Severance payments
Expro follows US customary market practice and therefore deviate from this best practice provision. We expect to deviate as long as we are listed in the US.
- Remuneration supervisory board
The non-executive Board members are rewarded stocks, because we believe that they will function better if they will be affected by the Company's performance.
Furthermore, in our case non-executive Board members do not need to present their proposal each year and they also do not need to have their compensation approved by the general meeting. All relevant information, including raises, is disclosed.
We think that this deviation shall continue for the coming years.
3.3.2 - Remuneration of supervisory board members
As is customary in the industry in which we compete, the Company does grant annual equity compensation to the non-executive members of the Board. The Company believes that widespread common share ownership by all its directors is an effective way to align the interests of the members of the Board with those of the Company and its shareholders. The Company also believes that directors with substantial equity positions are more proprietary in their approach to oversight than those with little or no stake in the Company. U.S. securities laws do not require directors to retain shares for a particular length of time. The equity compensation of the directors is granted pursuant to the Company's Long Term Incentive Plan, which was amended, restated and approved by our shareholders at the 2022 annual general meeting. We think that this deviation shall continue for the coming years, if not more.
- Accountability for implementation of remuneration policy
The non-executive Board members do not prepare a separate remuneration report. The given compensation, however, is publicly available and published on the website (in the proxy statement) as required under NYSE and/or SEC law.
We think that this deviation shall continue for the coming years.
- Remuneration report
The non-executive Board members do not prepare a separate remuneration report.
To ensure the Company continues to meet its compensation objectives as a public company, we work with Meridian Compensation Partners, LLC ("Meridian") and use market data to develop an understanding of the current compensation practices among peers and to ensure that our executive compensation program is appropriately benchmarked against peers within the industry.
The given compensation is publicly available and published on the website (in the proxy statement) as required under NYSE and/or SEC law. We think that this deviation shall continue for the coming years.
4.1.3 - Agenda
Expro does not comply with best practice provisions 4.1.3.iii. and 4.1.3.iv. The Company's dividend policy is set out in the prospectus and is aimed at paying a dividend each quarter. We believe it is not necessary to further explain this policy during each annual meeting. Under the Articles of Association the Board may resolve to pay dividends. However, on October 27, 2017, the former management board of the Company has resolved to suspend the payment of quarterly distributions indefinitely. We expect to deviate until the dividend payments will be re-introduced.
Furthermore, Expro does also not comply with best practice provisions 4.1.3.vii. The Corporate Governance Code contains many provisions. We may need to decide on certain aspects without being able to convene a general meeting first. From efficiency purposes, we therefore decide to deviate. We expect to deviate for the coming years.
4.1.10 - Report of the general meeting
Although the Company does not publish a copy of the minutes of the shareholder meetings, a summary of the actions taken at the general meeting of shareholders will be available to shareholders on our website no later than three months after the meeting. The minutes are adopted by the Chairman and the secretary of the meeting. Also, the voting results will be published via a Current Report on Form 8-K that will be filed with the SEC no later than four business days after the general meeting, which Current Report will be available on the Company's website. We expect to deviate from this best practice provision for the coming years.
- Reporting on risk management
Our risk appetite, i.e. our tolerance, varies between low to high depending on the type of risk and is described on page 37 and onwards.
See page 35 of our report under the heading "Risk Oversight" for the design and operations of the internal risk management and control systems and see page 38: "We have implemented mitigating actions to offset the risk including decreasing our workforce, lowering our planned capital spending, implementing cost reduction efforts and developing initiatives to prioritize various corporate functions.
Expro assessed the effectiveness of its internal risk management and control systems for operational, compliance and reporting risks during the financial year and concluded that these systems functioned effectively. No material weaknesses were identified.
No major failings in the internal risk management and control systems were observed during the financial year. Accordingly, no significant changes or major improvements were required. Relevant matters were reviewed and discussed with the Audit Committee and the Supervisory Board.
Expro has assessed the sensitivity of its results to material external factors and confirms that these sensitivities are appropriately disclosed and considered within its broader risk oversight framework.
- Statement by the management board
In accordance with best practice provision 1.4.3. of the Dutch Code, the Board states to the best of its knowledge that:
The Board report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;
the aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies;
these systems provide at least limited assurance that the sustainability reporting is free from material misstatements;
the Board is not aware that the internal risk management and control systems do not provide sufficient comfort that the operational and compliance risks that are identified are effectively managed;
based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and
subject to our explanation in respect of best practice provision 1.2.1., the 2025 Board report includes the material risks as referred to in said best practice provision and the uncertainties, to the extent that they are relevant for the Company's continuity for the period of twelve months after the preparation of the 2025 Board report.
2.1.3 - Executive committee
The Company has an executive committee (as meant in the Dutch Code) consisting of six members, of which only the Chief Executive Officer is member of the Board. The Executive Management Team includes all Named Executive Officers, whose names and roles are as follows: (i) Michael Jardon (sole executive director and Chief Executive Officer), (ii) Sergio Maiworm (Chief Financial Officer), (iii) Alistair Geddes (Chief Operating Officer), (iv) John McAlister (General Counsel), (v) Steven Russell (Chief Technology Officer) and (vi) Natalie Questell (Senior Vice President of Human Resources).
It is noted that the members of the above EMT team join the meetings of the Board to report on the relevant subjects they are responsible for.
2.5.4 - Reporting on culture
In accordance with provision 2.5.4. we note the following:
Our culture is the foundation of our organization and reflects the behaviors and mindset through which we conduct our business and create value. At Expro, we have a strong and thriving culture that we seek to continuously strengthen and improve. It is important that every member of the Expro team feels that they have a voice and are able to make constructive suggestions to constantly improve our working environment. We therefore promote an inclusive and accountable working environment in which employees feel empowered to contribute, collaborate, and speak up.
Our values describe the essence of Expro. They are the guiding principles that we follow every day and are embedded in our culture.
People: Our people are at the heart of our success. We recognize the value of our people and are committed to providing the working environment, encouragement, and personal development to achieve our goals.
Partnerships: We listen to our customers and build relationships to understand their needs. We innovate with purpose to apply, adapt or develop our technologies and services to provide timely and effective solutions.
Performance: It's about getting it right first time, every time. We are passionate about safely delivering excellent quality customer service. We embrace teamwork, individually and collectively assuming responsibility for delivering the highest value to all our stakeholders.
Planet: We are committed to reducing our own environmental impact. We will play a relevant role in the energy transition towards a lower carbon future. We are also determined to make a positive impact wherever we operate.
At the same time, we acknowledge that values alone are not sufficient to fully describe our culture. We therefore continue to further develop and clarify how these values are translated into concrete behaviors, leadership practices, and decision-making
processes across the organization. These include, for example, fostering open dialogue (People), building long-term stakeholder relationships (Partnerships), taking ownership and accountability (Performance), and acting responsibly towards the environment and society (Planet).
In line with our commitment to continuous improvement, we periodically assess our culture through internal evaluations, employee engagement surveys, and management reviews. The outcomes of these assessments are used to identify areas for improvement and to implement targeted actions to strengthen alignment between our values, behaviors, and strategic objectives.
We believe that a strong and well-defined culture is essential for sustainable long-term value creation. By embedding our values into daily operations and decision-making, we promote responsible behavior, ethical conduct, and a focus on quality, safety, and innovation.
Our Code of Conduct forms an integral part of our culture and sets out the standards of behavior expected of all employees. It provides guidance on ethical decision-making and compliance with applicable laws and regulations. The Code is supported by underlying policies and procedures and is communicated through regular training and awareness initiatives. In cases of uncertainty, our employees are encouraged to seek advice from the compliance department. This multi-faceted compliance framework supports our efforts to operate with integrity, uphold legal standards, and mitigate risks associated with our business activities.
Compliance with the Code of Conduct is actively monitored through a structured framework, including internal controls, management oversight, and a confidential speak-up mechanism. Reports of potential breaches are recorded, investigated, and addressed in accordance with established procedures. Lessons learned are used to further strengthen our internal controls, policies, and organizational culture.
This integrated approach ensures that our culture, values, and Code of Conduct collectively support our commitment to integrity, transparency, and sustainable long-term value creation.
2.7 - Preventing conflicts of interest
The Company's Code Conduct and Financial Code of Ethics provide basic principles and guidelines to assist directors, officers and employees in complying with the legal and ethical requirements governing the Company's business conduct. The current text of the relevant codes are available on the Company's public website at https://http://expro.com.
As stated in article 19 paragraph 6 of our articles of association, a director shall not participate in the deliberations and the decision making process if he has a direct or indirect personal interest which is in conflict with the interests of the Company and its affiliated business. Furthermore, if as a result thereof no resolution of the Board can be adopted, the resolution may nevertheless be passed by the Board as if none of the directors has a conflict of interest as described in the previous sentence. Pursuant to the Company's Code of Conduct and Code of Ethics, an actual or potential conflict of interest involving a director, officer or employee, or a member of such person's family, must be reported by the affected person in accordance with the Code of Conduct. Any (potential) conflict of interest must be disclosed immediately to the relevant manager, HR or Compliance Department. The possible conflict of interest will be made a matter of record, and the Board will determine whether the possible conflict of interest indeed constitutes a conflict of interest. The Board's approval will be required prior to the consummation of any proposed transaction or arrangement that is determined by the Board to constitute a conflict of interest. In accordance with best principles 2.7.3, 2.7.4 and 2.7.5 of the Dutch
Civil Code, the Company discloses transactions, if any, in which there are conflicts of interest with board members and transactions between the Company and legal or natural persons who hold at least ten percent of the shares in the Company under section: Transactions with Related Parties.
The Company is focused on establishing an executive compensation program that is intended to attract, motivate, and retain key executives and to reward executives for creating and increasing the value of the Company. These objectives are taken into consideration when creating the Company's compensation arrangements, when setting each element of compensation under those programs, and when determining the proper mix of the various compensation elements for each of the Executive Officers. We annually reevaluate whether our compensation programs and the levels of pay awarded under each element of compensation achieve these objectives. The main components of our executive compensation program for 2025 consisted of the following items, which are described in greater detail in the sections below:
base salary;
annual cash incentive awards;
equity-based long-term incentive compensation (comprised of both time-based vesting equity awards and performance-based equity awards);
severance benefits for certain terminations of employment;
prerequisites and other compensation elements.
Information on the compensation paid to each member of the Board can be found in Note 11 to the Company Financial Statements.
Base Salary
Each Named Executive Officer's base salary is a fixed component of compensation for each year for performing specific job responsibilities. The Named Executive Officers received base salaries determined by the Company's Compensation Committee. In setting the base salaries for 2025, the Company's Compensation Committee considered various factors, including current market conditions, market and peer group data provided by Meridian, the individual's performance, experience, scope of responsibilities, and the overall compensation package received by each Named Executive Officer. The Compensation Committee did not make any changes to the base salaries of named executive officers.
The 2025 annual base salary for each of the Named Executive Officers is set forth below.
Name
Annual Base Salary after mid-year increase
Annual Base Salary prior to mid-year increase
% Change
Michael Jardon
$1,000,000
$1,000,000
-
Sergio Maiworm
$ 500,000(1)
-
-
Quinn Fanning
$ 465,000
$ 465,000
-
Alistair Geddes
$ 529,200
$ 529,200
-
John McAlister
$ 432,767*
$ 422,193*
2%
Steven Russell
$ 440,000
$ 440,000
-
(1) Mr. Maiworm succeeded Mr. Fanning as Chief Financial Officer effective June 30, 2025. Amounts reported in the table above reflect the annualized base salary for each of Mr. Maiworm and Mr. Fanning for the full fiscal year.
* Converted to USD from GBP using an exchange ratio of $1.31142 to British Pound, which is the average monthly rate for 2025 as reported by XE.com.
In the future, the Company expects the Compensation Committee will review base salaries on an annual basis to determine if the Company's financial and operating performance, as well as the executive officer's personal performance, market conditions, and
any other factors that the Compensation Committee deems appropriate to consider, support any adjustment to the executive officer's base salary.
Annual Cash Incentives
Our annual short-term incentive program (STI) in 2025 was designed to provide management, including our Named Executive Officers, with an annual incentive opportunity tied to certain metrics measuring the Company's performance. The annual incentive program measures performance over the full fiscal year. For 2025, each officer had an assigned target annual incentive expressed as a percentage of base salary, as shown in the table below.
Target Annual Target
Incentive Incentive
Award (% of Award
Annual Base Amount
Name Salary) ($)
Michael Jardon
125%
$1,250,000
Sergio Maiworm
100%
$ 500,000
Quinn Fanning
100%
$ 465,000(1)
Alistair Geddes
100%
$ 529,200
John McAlister
100%
$ 432,767*
Steven Russell
100%
$ 440,000
(1) Reflects Mr. Fanning's original target incentive award amount, which was subsequently modified. Pursuant to the terms of his separation agreement (as discussed under "Severance Benefits - Mr. Fanning's Separation and Release Agreement"), Mr. Fanning was eligible to receive an STI award for 2025 pro-rated to his separation date of July 1, 2025, calculated on the same basis as the Company's other executives. As modified by his separation agreement, Mr. Fanning's pro-rated target incentive award amount for 2025 was $232,500.
* Converted to USD from GBP using an exchange ratio of $1.31142 to British Pound, which is the average monthly rate for 2025 as reported by XE.com.
The amounts listed in the table above reflect each individual's STI target award for 2025, based on a level of achievement that would result in a 100% payout of their target annual incentive award.
For the Named Executive Officers, the target incentive opportunity for 2025 was based on the Company's achievement of four corporate-wide quantitative metrics, which were approved by the Compensation Committee in February 2025. The four metrics and their respective weightings were unchanged as compared to the metrics used for the annual cash incentive program for 2024, but target amounts were based on the Company's 2025 planned budget.
The following table illustrates the weighting of each metric and the potential payout levels for 2025.
Metric
Weighting
Threshold (50% Payout)
Target (100% Payout)
Maximum (200% Payout)
Adjusted EBITDA(1)
50.0%
$292M
$390M
$448M
Free Cash Flow(2)
35.0%
$96M
$128M
$147M
TRCF(3)
10.0%
1.15
1.05
n/a
ESG(4)
5.0%
982 tonnes
1228 tonnes
n/a
"Adjusted EBITDA" is defined by the Company as net income/(loss) adjusted for interest and finance charges, net income tax expense, foreign exchange gains/(losses), severance and other charges, stock-based compensation expense, other income/(expense), gain/(loss) on disposal of group of assets and exceptional items (including merger and integration costs), depreciation, amortization and impairments.
"Free Cash Flow" is defined by the Company as Adjusted Cash Flow From Operations (Adjusted CFFO, which excludes cash paid for interest and exceptional items, such as severance and other integration related costs, share repurchases, withholding taxes on vested shares, settlement costs/payments (e.g., FCPA), and M&A related costs) less Core Capital Expenditures (Core Capex, which excludes integration-related Capex, capitalized software and licenses, and M&A).
Total Recordable Case Frequency, or "TRCF", is defined as the total recordable cases multiplied by one million, divided by the number of exposure (working) hours.
ESG component is measured by the total reduction measured in CO2e GHG (Greenhouse Gas) emissions as compared to the Company's 2021 emissions as a baseline.
As reflected in the table above, if the Company achieved the target performance metrics for 2025, the cash incentive awards for the Named Executive Officers would be paid at 100% of the target levels. Achievement of the threshold level would result in a 50% payout of a target cash incentive award and achievement of the maximum or greater performance level would result in a maximum payout up to 200% of target. Achievement below the threshold goal would result in no payout for the given metric. For performance above target (101%-200% of target achievement), the STI payout is determined exclusively by two enterprise financial metrics, Adjusted EBITDA and Free Cash Flow, each weighted at 50% for the stretch portion of the bonus. This stretch structure applies uniformly across the eligible population and ensures that upside earnings are directly aligned with enterprise level value creation. While the Compensation Committee has discretion to adjust payments up and down, based on individual performance and other factors, no adjustments were made to any of our Named Executive Officers' individual annual incentive payments for 2025 under the plan.
For performance achievement between threshold, target, and maximum levels, payouts are calculated using straight line interpolation. The actual results attained by the Company during 2025 with respect to the performance metrics established for 2025 yielded a 116.9% payout. This was based on actual results as described in the table below.
Goal
Weighting
Actual
Weighted Achievement
(%)
Adjusted EBITDA
50%
$353M
40.6%
Free Cash Flow
35%
$138M
61.3%
TRCF
10%
0.37
10.0%
ESG
5%
2,198 tonnes
5.0%
Total Payout % 116.9%
The amounts listed in the table below reflect the actual 2025 STI payout received by each of the Named Executive Officers based on the performance criteria described above.
Name
Actual 2024 Incentive Award Payout ($)
Michael Jardon
$1,461,250
Sergio Maiworm
$584,500
Quinn Fanning
$271,793(1)
Alistair Geddes
$618,635
John McAlister
$505,905*
Steven Russell
$514,360
Pursuant to the terms of his separation agreement (as discussed under "Severance Benefits - Mr. Fanning's Separation and Release Agreement"), Mr. Fanning received an STI award for 2025 pro-rated to his separation date of July 1, 2025, calculated on the same basis as the Company's other executives.
* Converted to USD from GBP using an exchange ratio of $1.31142 to British Pound, which is the average monthly rate for 2025 as reported by XE.com.
Long-Term Incentives
Equity Awards
To create additional incentives for the executive officers and to align their pay with shareholders, we maintain the Company's 2022 Long-Term Incentive Plan (the "LTIP"). We believe a formal long-term equity-based incentive program is important and consistent with the compensation programs of the companies in our peer group. We also believe that long-term equity-based incentive compensation is an important component of our overall compensation program because it:
balances short and long-term objectives;
aligns our executives' interests with the long-term interests of our shareholders;
rewards long-term performance relative to industry peers;
makes our compensation program competitive from a total remuneration standpoint;
encourages executive retention; and
gives executives the opportunity to share in our long-term value creation.
Our Compensation Committee has the authority under the LTIP to award incentive equity compensation to our executive officers in such amounts and on such terms as the committee determines appropriate in its sole discretion based on a variety of factors, including the Company's financial and operating performance; the size and mix of the executive's total compensation; achievement of strategic non-financial goals; market comparisons and individual factors.
2025 Equity Awards
Our long-term equity-based incentive compensation consists of grants of performance-based restricted stock unit awards ("PRSU") and time-based restricted stock unit awards ("RSU"). In February 2025, the Compensation Committee approved grants on the following terms to each of the Named Executive Officers:
PRSU / RSU mix
For 2025, Messrs. Jardon and Maiworm received their 2025 annual awards 60% in the form of PRSUs and 40% in the form of RSUs. For Named Executive Officers other than Messrs. Jardon and Maiworm, 50% of the annual awards were provided in the form of PRSUs and 50% of annual awards were provided in the form of RSUs.
Vesting Conditions
The time-based RSUs provide for ratable vesting with one-third of the award vesting on each anniversary from grant date based on continued service with the Company. For the Named Executive Officers (other than Messrs. Maiworm and Fanning), the RSUs will vest on February 22, 2026, February 22, 2027 and February 22, 2028.
Mr. Maiworm's time-based RSUs will vest on June 30, 2026, June 30, 2027 and June 30, 2028.
Pursuant to his separation agreement, one-third of Mr. Fanning's RSUs will vest on February 22, 2026, and the remainder of his 2025 RSUs shall be forfeited.
The PRSUs granted in 2025 vest after the end of a three-year performance period ending on December 31, 2027, and will be delivered in February 2028 (except for Mr. Maiworm, who will receive delivery of his PRSUs in June 2028, which is three years after the grant date of his PRSUs). Performance for all PRSUs will be measured at the end of the full three-year period, taken as a whole.
Key Award Conditions
RSUs and PRSUs are subject to the recipient's continuous employment at the Company, unless otherwise agreed by the Compensation Committee.
The PRSUs are subject to the achievement of performance conditions based on the Company's total shareholder return ("TSR") performance as compared to the TSR performance of the constituent companies in the exchange traded fund (ETF) described below, with payout determined as follows:
(1) performance for the three-year performance period is measured by calculating TSR performance at the end of the entire period;
(2) the Company's relative TSR is measured against the companies listed in the SPDR S&P Oil & Gas Equipment and Services ETF, a fund whose investments are based on an index derived from the oil and gas equipment and services segment of a U.S. total market composite index; and
(3) in determining payout amounts, the TSR relative percentile rank and the resulting payout percentages include the following levels, however, if the Company's TSR for the performance period is negative but exceeds the peer group median on a relative basis, the payout will not exceed 100% of the target level:
Level
TSR Percentile Rank vs. Comparison Group
Payout Percentage
Maximum
90th percentile and above
200% of Target Level
Target
75th percentile
150% of Target Level
Target
50th percentile
100% of Target Level
Threshold
25th percentile
50% of Target Level
Below 25th percentile
0%
Below is a summary of the value of LTIP awards made to each Named Executive Officer in 2025. The number of RSUs and PRSUs underlying each award is calculated using the 30-day volume-weighted average price of the Company's common stock.
Disclaimer
Expro Group Holdings NV published this content on May 11, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 11, 2026 at 17:00 UTC.