John Ivascu

About John Ivascu

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of FET since June 2020; at FET since 2011. Age 47 as of Feb 21, 2025; B.B.A., University of Michigan (Ross); J.D., Brooklyn Law School . Prior roles include SEC Division of Enforcement (2004–2006) and Vinson & Elkins (2006–2011) focusing on capital markets, M&A, governance . Company performance context: adjusted EBITDA rose 49% in 2024 to $100.0 million and free cash flow was $105.1 million; three‑year revenue up 51% and adjusted EBITDA up fivefold per Chair’s letter; cumulative TSR value for a $100 investment was $96.51 at FY2024, $138.13 at FY2023, $183.80 at FY2022 .

Past Roles

Fixed Compensation

Performance Compensation

2024 Long-Term Equity Awards (granted March 2024; 50% PSUs, 50% RSUs)

Grant valuation notes: RSU fair values used closing price ($18.81 or $20.98) and Performance RSUs valued via Monte Carlo ($16.53–$22.46 assumptions listed in filing) .

Outstanding Equity Awards at FY2024

Performance outcomes: 2024 TSR −31.7% ranked 7th of 9 peers → 50% payout of 2024 PSU tranche; 2023–2024 TSR −48.6% ranked 7th → 50% payout of 2023 PSU tranche; 2022 PSU tranche failed stock price hurdle, forfeited .

Equity Ownership & Alignment

• Beneficial ownership: 62,082 shares; less than 1% of outstanding; includes 355 options or RSUs vesting within 60 days; shares outstanding 12,369,625 as of record date .
• Stock ownership guidelines: Executive Vice President level = 2× base salary; all NEOs either in compliance or within grace period; retention requirements restrict sales when below guideline .
• Hedging/pledging: Company policy prohibits short sales, margin accounts, hedging, and pledging of company stock; Rule 10b5‑1 plans permitted subject to pre‑clearance and cooling‑off; trading windows and pre‑clearance apply to officers .
• Ownership vehicles/pledging status: Pledging prohibited by policy; standing orders discouraged; allowable exceptions detailed (e.g., option exercises without market sale, tax withholding net share settlement) .

Employment Terms

• Severance: If terminated without Cause or for Good Reason: lump sum = 2× (base + base×highest target bonus of current or prior two years); within 2 years post‑change‑in‑control: 3× multiple; payment of prior‑year unpaid bonus; pro‑rated current‑year bonus; COBRA premium reimbursement for up to 18 months .
• Restrictive covenants: Non‑compete for two years post‑termination in market of company and affiliates; definitions of “Cause” and “Good Reason” specified (e.g., gross negligence, willful misconduct, material breach; salary decrease >10% across execs; material diminution; 75‑mile involuntary relocation) .
• Equity acceleration: Plan provides double‑trigger vesting (requires change‑in‑control and qualifying termination); no single trigger .

Compensation Structure & Governance Features

• Variable emphasis: 76% average variable for non‑CEO NEOs; 50% of LTI in performance RSUs tied to absolute/relative TSR .
• Clawbacks: Compliant with NYSE 303A.14 and Rule 10D‑1; recoupment for restatements due to material non‑compliance; separate fraud/willful misconduct clawback; plan awards subject to clawback .
• Share plan safeguards: No repricing or cash buyouts of underwater options without shareholder approval; minimum one‑year vesting (5% exception); director annual cap $950k; individual share limits; no dividends on unvested awards .
• No tax gross‑ups; no perquisites; explicit ban on hedging/pledging .

Performance & Track Record

• Company highlights under management: adjusted EBITDA $100.0mm (+49% YoY), free cash flow $105.1mm; debt refinanced; share repurchase authorization $75mm; leverage ratio 1.49× indenture-calculated at YE2024 .
• EMIP strategic objectives achieved at or above target (balance sheet, safety, employee development, customer service, innovation) .
• Pay versus performance: Compensation actually paid to non‑PEO NEOs averaged $1.15mm in 2024 vs cumulative TSR value $96.51; net loss FY2024 −$135.3mm due to intangible impairment .

Compensation Peer Group (for TSR PSUs)

Oil States International; Dril‑Quip; Hunting plc; DMC Global; Core Laboratories; Cactus; NOV; Expro (Newpark and ChampionX removed for 2023 awards) .

Say‑on‑Pay & Shareholder Items

• Advisory say‑on‑pay on 2025 ballot; Board recommends FOR; annual say‑on‑pay frequency recommended (Proposal 3) .

Investment Implications

• Pay‑for‑performance alignment: High variable pay and TSR‑linked PSUs created symmetric outcomes—50% PSU payouts when TSR lagged peers; IMHO reduces windfall risk and signals discipline .
• Upcoming supply events: RSU vesting dates (2/17/2026; 3/6/2026, 3/6/2027) and PSU measurement through 2025/2026 could prompt periodic Form 4 activity; hedging/pledging bans and ownership guidelines mitigate adverse alignment risks .
• Retention and severance: Two‑year non‑compete and 2×/3× severance with double‑trigger vesting support retention but introduce change‑in‑control costs; absence of excise tax gross‑ups and clawbacks offset governance risk .
• Ownership: Beneficial ownership <1% and guideline‑based holding requirements suggest modest insider supply pressure; Rule 10b5‑1 framework and pre‑clearance provide orderly trading mechanisms .

All values and statements above are sourced from FET’s 2025 DEF 14A and 2024 10-K as cited.