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Companies Dnow Inc.

Dnow (DNOW): executive pay, fiscal 2025

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CEO total pay$7,118,605CEO David Cherechinsky · source
Say-on-pay support96.18%Latest vote · source
CEO vs. named peers46th pct.Of 14 peer CEOs
CEO pay ratio2:1To the median employee · source

CEO pay, last three years

  • $5,580,418FY2023
  • $6,081,037FY2024
  • $7,118,605FY2025

CEO total pay was $7,118,605 in fiscal 2025, up from $6,081,037 in fiscal 2024.

FY2025: salary $999,173 · bonus $0 · stock awards $4,555,071 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Dnow Inc. in fiscal 2025?
As disclosed, David Cherechinsky (President & Chief Executive Officer) was the highest-paid executive at Dnow Inc. in fiscal 2025, with total compensation of $7,118,605.
How does Dnow Inc.'s chief executive pay compare to its disclosed peer group?
As disclosed, David Cherechinsky's total compensation ranked at the 46th percentile of Dnow Inc.'s disclosed peer group.
What is Dnow Inc.'s CEO-to-median employee pay ratio?
As disclosed, Dnow Inc.'s CEO-to-median employee pay ratio was 2:1.
How did shareholders vote on Dnow Inc.'s executive compensation?
As disclosed, 96.18% of shareholders supported Dnow Inc.'s executive compensation in the latest say-on-pay vote.
How much does Dnow Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Dnow Inc. reported total board compensation of $1,987,535 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
David Cherechinsky$999,173$0$4,555,071$0$1,550,548$0$13,813$7,118,605
President & Chief Executive Officer
Mark Johnson548,65401,252,6260620,219021,9462,443,445
Senior Vice President & Chief Financial Officer
Raymond Chang489,45650,000916,0040552,763014,0002,022,223
VP, General Counsel, & Secretary
Kelly Munson390,7980665,5910459,025016,2581,531,672
Chief Administrative and Information Officer
Rocio Surratt296,779—332,871—274,870—10,487915,007
VP – Finance and Corporate Controller
Gillian Anderson274,8120154,6580123,755010,887564,112
Vice President & Chief Accounting Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
David Cherechinsky$7,118,605$6,081,037$5,580,418↑ +1,037,568
Mark Johnson2,443,4452,069,9811,832,284↑ +373,464
Raymond Chang2,022,2231,860,8851,794,480↑ +161,338
Kelly Munson1,531,6721,424,2671,361,611↑ +107,405
Rocio Surratt915,007837,012805,139↑ +77,995
Gillian Anderson564,112———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Company follows a 'pay for performance' philosophy, believing that compensation should be directly linked to performance and aligned with the shareholders' experience. A significant portion of executive compensation is at-risk and only realized if the Company achieves performance goals, with programs benchmarked annually to be market competitive.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantZayla Partners
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Rocio SurrattPSU2025-02-254,4368,8738,87317,746$332,871
Gillian AndersonPSU—8226,5706,57013,140154,658
Mark JohnsonPSU2025-02-2516,69533,39033,39066,7801,252,626
Raymond ChangPSU2025-02-2512,20824,41724,41748,834916,004
Kelly MunsonPSU2025-02-258,87117,74217,74235,484656,591
David CherechinskyPSU2025-02-2560,710121,420121,420242,8404,555,071

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Rocio Surratt$0$332,871$0100.0%
Gillian Anderson0154,6580100.0%
Mark Johnson01,252,6260100.0%
Raymond Chang0916,0040100.0%
Kelly Munson0656,5910100.0%
David Cherechinsky04,555,0710100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Gillian AndersonRSU5,586—$5,586
Gillian AndersonRSU6,234—6,234
Gillian AndersonRSU7,107—7,107
Rocio SurrattRSU8,873—117,567
Rocio SurrattPSU8,873—117,567
Rocio SurrattRSU9,615—127,399
Rocio SurrattPSU9,615—127,399
Rocio SurrattRSU10,569—140,039
Rocio SurrattPSU10,569—140,039
Gillian AndersonRSU12,864—12,864
Kelly MunsonRSU17,742—235,082
Kelly MunsonPSU17,742—235,082
Kelly MunsonRSU19,231—254,811
Kelly MunsonPSU19,231—254,811
Kelly MunsonRSU21,138—280,079
Kelly MunsonPSU21,138—280,079
Raymond ChangRSU24,417—323,525
Raymond ChangPSU24,417—323,525
Mark JohnsonRSU26,923—356,730
Mark JohnsonPSU26,923—356,730
Raymond ChangRSU26,923—356,730
Raymond ChangPSU26,923—356,730
Raymond ChangPSU28,824—381,918
Raymond ChangRSU32,667—432,838
Mark JohnsonRSU33,390—442,418
Mark JohnsonPSU33,390—442,418
Mark JohnsonRSU34,589—458,304
Mark JohnsonPSU34,589—458,304
David CherechinskyRSU115,385—1,528,851
David CherechinskyPSU115,385—1,528,851
David CherechinskyRSU121,420—1,608,815
David CherechinskyPSU121,420—1,608,815
David CherechinskyRSU125,865—1,667,711
David CherechinskyPSU125,865—1,667,711
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Richard AlarioIndependent · Board Chair · Audit · Compensation$149,000$216,011——$0$365,011
Rodney EadsIndependent · Audit · Not standing for re-election120,000150,004——0270,004
Paul CoppingerIndependent · Environmental, Social, Governance, and Nominating Committee (Chair)117,500150,004——0267,504
Terry BonnoIndependent · Audit115,000150,004——0265,004
Sonya ReedIndependent · Compensation Committee (Chair)110,000150,004——0260,004
Galen CobbIndependent · Audit107,500150,004——0257,504
Karen David-GreenIndependent · Audit Committee (Chair)107,500150,004——0257,504
George DamirisIndependent · Audit · Partial-year service22,5000——022,500
Ronald JadinIndependent · Audit · Partial-year service22,5000——022,500
David CherechinskyEmployee director · Audit—————0

Board fee structure and ownership guideline

Annual cash retainer$90,000
Annual equity retainer$150,004
Per board meeting fee$2,000
Committee chair fees (audit / comp / nom-gov)30,000 / 20,000 / 20,000
Stock ownership guideline$5

Total cost of the board

ComponentFY2025
Cash retainers and fees$871,500
Equity awards (grant-date value)$1,116,035
All other compensation$0
Total cost of the board$1,987,535

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Dnow as a peer

Companies that benchmark against DNOW

11 companies name DNOW as a compensation peer

Each company listed discloses DNOW in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named DNOW in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

The companies Dnow Inc. names as compensation peers that name it back in their own disclosed peer groups.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1NOV Inc.2025Clay Williams$1,000,000$9,576,940$899,208$1,129,492$12,713,187
2Flowserve Corp.2025R. Scott Rowe1,236,5387,245,11401,901,25010,914,232
3Rush Enterprises, Inc.2025W.M. Rush1,762,8033,786,300665,350010,224,299
4Core & Main, Inc.2025Mark Witkowski786,5395,825,1672,474,832194,5209,327,106
5Oceaneering International, Inc.2025Roderick Larson910,0002,027,79604,282,4257,735,670
6Applied Industrial Technologies, Inc.2026Neil Schrimsher1,025,0003,718,0601,387,9721,334,3457,699,136
7Boise Cascade Company2025Nate Jorgensen1,104,8465,249,9640689,4247,236,278
8Dnow Inc.2025David Cherechinsky999,1734,555,07101,550,5487,118,605
9Kirby Corporation2025David Grzebinski1,091,7542,250,12703,349,2556,735,134
10MSC Industrial Direct Co. Inc.2025Erik Gershwind871,4113,549,96601,425,7505,873,837
11BlueLinx Holdings Inc.2025Shyam Reddy838,1544,086,804005,369,222
12Liberty Energy2025Ron Gusek591,2822,943,85501,057,7184,793,487
13DXP Enterprises, Inc.2025David Little808,5001,856,22301,617,0004,594,369
14Resideo Technologies, Inc.2025Jay Geldmacher1,066,000001,622,9852,714,465

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Dnow Inc.not disclosedRSU 50 · PSU 50not disclosedZayla Partners
Applied Industrial Technologies, Inc.not disclosedPSU 50 · Options 25 · RSU 25NoPay Governance
BlueLinx Holdings Inc.not disclosedRSU 50 · PRSU 50not disclosedMeridian Compensation Partners, LLC
Boise Cascade Companynot disclosednot disclosednot disclosedFW Cook
Core & Main, Inc.not disclosedOption 75 · RSU 25not disclosedPearl Meyer & Partners, LLC
DXP Enterprises, Inc.not disclosedRestricted Stock 100not disclosedNFP Compensation Consulting
Flowserve Corp.117%not disclosedYes — relative Total Shareholder Return (rTSR)F.W. Cook
Kirby Corporationnot disclosedRSU 100not disclosedMeridian Compensation Partners
Liberty Energynot disclosednot disclosedNoCBIZ Inc.
MSC Industrial Direct Co. Inc.95%PSU 50 · RSU 50NoFW Cook
NOV Inc.87%PSU 50 · RSU 40 · Options 10Yes — TSR (total shareholder return) goalMeridian Compensation Partners
Oceaneering International, Inc.124%not disclosedYes — Relative TSRMeridian Compensation Partners, LLC
Resideo Technologies, Inc.101.5%RSU 50 · PSU 50NoFW Cook
Rush Enterprises, Inc.not disclosednot disclosednot disclosedCompensation Advisory Partners LLC

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-20155,128,9686,013,091144,34396.18%Passed
20252025-05-2187,714,6514,153,98547,08395.43%Passed
20242024-05-2289,535,5304,943,47731,77894.74%Passed
20232023-05-2490,087,2934,935,478365,21394.44%Passed
20222022-05-2585,006,5218,048,708149,92091.2%Passed
20212021-05-1991,207,5124,360,23380,92995.36%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-2096.18%a
20252025-05-2195.43%b
20242024-05-2294.74%c

a. Approved under the standard stated in the filing — “An abstention will have the same effect as a vote AGAINST for each such proposal.”.

b. Approved under the standard stated in the filing — “An abstention will have the same effect as a vote AGAINST for each such proposal.”.

c. Approved under the standard stated in the filing — “An abstention will have the same effect as a vote AGAINST for each such proposal.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)2 : 1
CEO total compensation$1,370,180
Median employee compensation$554,808
Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (47 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, David Cherechinsky. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · page 80. As printed: 7,118,605. View filing ↗
  • Section 01, Mark Johnson. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 2,443,445. View filing ↗
  • Section 01, Raymond Chang. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 2,022,223. View filing ↗
  • Section 01, Kelly Munson. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 1,531,672. View filing ↗
  • Section 01, Rocio Surratt. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 915,007. View filing ↗
  • Section 01, Gillian Anderson. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 564,112. View filing ↗
  • Section 03, Rocio Surratt PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Gillian Anderson PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Mark Johnson PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Raymond Chang PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Kelly Munson PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, David Cherechinsky PSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2021-04-08. Section “CEO Pay Ratio”. As printed: 2 : 1. View filing ↗
  • Section 08, Richard Alario. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 365,011. View filing ↗
  • Section 08, Rodney Eads. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 270,004. View filing ↗
  • Section 08, Paul Coppinger. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 267,504. View filing ↗
  • Section 08, Terry Bonno. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 265,004. View filing ↗
  • Section 08, Sonya Reed. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 260,004. View filing ↗
  • Section 08, Galen Cobb. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 257,504. View filing ↗
  • Section 08, Karen David-Green. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 257,504. View filing ↗
  • Section 08, George Damiris. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 22,500. View filing ↗
  • Section 08, Ronald Jadin. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 22,500. View filing ↗
  • Section 08, David Cherechinsky. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-20. Item 5.07 · say-on-pay result. As reported: 96.18% (votes for as printed: 155,128,968). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-21. Item 5.07 · say-on-pay result. As reported: 95.43% (votes for as printed: 87,714,651). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-22. Item 5.07 · say-on-pay result. As reported: 94.74% (votes for as printed: 89,535,530). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 871,500 + equity 1,116,035 + all other 0 = 1,987,535, summed across the director compensation table rows.
  • NOV Inc., Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in NOV Inc.'s own proxy. As printed: 12,713,187. View filing ↗
  • Flowserve Corp., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Flowserve Corp.'s own proxy. As printed: 10,914,232. View filing ↗
  • Rush Enterprises, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-07. CEO total compensation as printed in Rush Enterprises, Inc.'s own proxy. As printed: 10,224,299. View filing ↗
  • Core & Main, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-07. CEO total compensation as printed in Core & Main, Inc.'s own proxy. As printed: 9,327,106. View filing ↗
  • Oceaneering International, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Oceaneering International, Inc.'s own proxy. As printed: 7,735,670. View filing ↗
  • Applied Industrial Technologies, Inc., Section 10b CEO total. DEF 14A, filed 2026-09-10. CEO total compensation as printed in Applied Industrial Technologies, Inc.'s own proxy. As printed: 7,699,136. View filing ↗
  • Boise Cascade Company, Section 10b CEO total. DEF 14A, filed 2026-03-17. CEO total compensation as printed in Boise Cascade Company's own proxy. As printed: 7,236,278. View filing ↗
  • Dnow Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in Dnow Inc.'s own proxy. As printed: 7,118,605. View filing ↗
  • Kirby Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-06. CEO total compensation as printed in Kirby Corporation's own proxy. As printed: 6,735,134. View filing ↗
  • MSC Industrial Direct Co. Inc., Section 10b CEO total. DEF 14A, filed 2025-12-11. CEO total compensation as printed in MSC Industrial Direct Co. Inc.'s own proxy. As printed: 5,873,837. View filing ↗
  • BlueLinx Holdings Inc., Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in BlueLinx Holdings Inc.'s own proxy. As printed: 5,369,222. View filing ↗
  • Liberty Energy, Section 10b CEO total. DEF 14A, filed 2026-03-05. CEO total compensation as printed in Liberty Energy's own proxy. As printed: 4,793,487. View filing ↗
  • DXP Enterprises, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in DXP Enterprises, Inc.'s own proxy. As printed: 4,594,369. View filing ↗
  • Resideo Technologies, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in Resideo Technologies, Inc.'s own proxy. As printed: 2,714,465. View filing ↗
  • Section 10a, Kirby Corporation reciprocity. DEF 14A. Kirby Corporation names Dnow Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, BlueLinx Holdings Inc. reciprocity. DEF 14A. BlueLinx Holdings Inc. names Dnow Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Oceaneering International, Inc. reciprocity. DEF 14A. Oceaneering International, Inc. names Dnow Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, MSC Industrial Direct Co. Inc. reciprocity. DEF 14A. MSC Industrial Direct Co. Inc. names Dnow Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
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