Lyle Williams
FORUM ENERGY TECHNOLOGIESAbout Lyle Williams
D. Lyle Williams is Executive Vice President and Chief Financial Officer of Forum Energy Technologies (FET), serving as CFO since July 10, 2020; he joined FET in 2007 and previously held senior operations and finance roles. He holds a B.A. in Economics and English from Rice University and an MBA from Harvard Business School; he is 55 as of February 21, 2025 . Under management including the CFO, FET delivered 2024 adjusted EBITDA of $100.0 million (+49% YoY), adjusted EBITDA margins of 12%, operating cash flow of $92 million, executed a $100 million senior secured bond offering, and authorized a $75 million share repurchase with leverage at 1.49x by year-end 2024 ; the company’s TSR-based PSU program paid 50% on 2024 and 2023 tranches (ranked 7th versus peers) .
Company performance during Williams’ CFO tenure:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD) | $512.5M | $541.1M | $699.9M | $738.9M | $816.4M |
| EBITDA ($USD) | -$142.4M* | -$3.4M* | $46.0M* | $58.5M* | $89.4M* |
- Values retrieved from S&P Global
TSR context (Pay vs Performance table values, $100 initial investment basis):
| Year | TSR Index Value ($) |
|---|---|
| 2022 | 183.80 |
| 2023 | 138.13 |
| 2024 | 96.51 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forum Energy Technologies | EVP & CFO | Jul 10, 2020–Present | Balance sheet actions, FCF focus, Variperm integration; 2024 leverage 1.49x, $100M secured bonds, $75M buyback |
| Forum Energy Technologies | Senior Vice President – Operations | May 2018–Jul 2020 | Oversaw Drilling, Subsea, Production Equipment, Valve Solutions product lines |
| Forum Energy Technologies | Various finance/operations roles | 2007–2018 | Corporate development & treasury; operations finance; segment finance/leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Cameron Corporation | Director of Operations – Engineering Products | Pre-2007 | Engineering products operations leadership |
Fixed Compensation
Base salary and target bonus:
| Executive | Base Salary 12/31/2023 ($) | Base Salary 12/31/2024 ($) | Increase (%) | Target Bonus (% of base) 2023 | Target Bonus (% of base) 2024 | Max Bonus (% of base) 2024 |
|---|---|---|---|---|---|---|
| D. Lyle Williams | $470,000 | $498,000 | 6.0% | 85% | 85% | 170% |
Actual cash incentive (EMIP) payouts:
| Year | EMIP Target ($) | EMIP Payment ($) | Payout vs Target (%) |
|---|---|---|---|
| 2023 | $399,500 | $302,252 | 77% total factor |
| 2024 | $414,800 | $545,955 | 133% total factor |
Multi-year total compensation mix (CFO):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $463,077 | $1,601,646 | $302,252 | $13,200 | $2,380,175 |
| 2024 | $485,231 | $1,491,250 | $545,955 | $17,250 | $2,539,686 |
Performance Compensation
2024 EMIP design and achievement:
| Metric | Weight | Target | Actual | Percent of Target Earned | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 30% | $120.0 | $100.0 | 58% | 18% |
| Free Cash Flow ($MM) | 40% | $76.0 | $84.8 | 158% | 63% |
| Safety – TRIR | 5% | 1.10 | 0.75 | 200% | 10% |
| Safety – Perfect Days | 5% | 76% | 81% | 200% | 10% |
| Strategic Objectives | 20% | Committee set | Above target on most | 157% | 31% |
| Total | — | — | — | — | 133% |
2024 and 2023 PSU outcomes and structure (Williams):
| Grant | Tranche | Performance Period | Relative TSR Rank | Absolute TSR | Payout % | Vest Date |
|---|---|---|---|---|---|---|
| 2024 PSUs | Tranche 1 (1/3) | 1/1/2024–12/31/2024 | 7th of 9 | -31.7% | 50% | Feb 13, 2025 |
| 2023 PSUs | Tranche 2 (1/3) | 1/1/2023–12/31/2024 | 7th of 9 | -48.6% | 50% | Feb 13, 2025 |
| 2022 PSUs | Tranche 3 | 2/18/2023–2/18/2025 | Price hurdle not met | — | 0% (forfeited) | — |
2024 LTI grant sizing (Williams):
| Instrument | Target Units | Vesting |
|---|---|---|
| Performance RSUs | 34,557 | Earn/vest in 3 tranches through 12/31/2026 |
| Time-based RSUs | 34,557 | Ratably over 3 years (Mar 6, 2025/26/27) |
| Special RSU (retention) | 7,500 | Vested Jan 24, 2025 |
Notes: 2024 relative TSR peer set includes Oil States, Dril-Quip, Hunting, DMC Global, Core Labs, Cactus, NOV, Expro; 2023 peer set removed Newpark and ChampionX post corporate actions .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
| Holder | Shares Beneficially Owned | Percent of Class | Shares Acquirable within 60 Days | Ownership Guideline | Compliance |
|---|---|---|---|---|---|
| D. Lyle Williams | 92,384 | <1% | 3,851 (options/RSUs) | EVP: 2x base salary | In compliance or within grace period |
Outstanding options (all exercisable at 12/31/2024; intrinsic value $0 at $15.49 close):
| Options Exercisable | Strike | Expiration | Intrinsic Value at $15.49 |
|---|---|---|---|
| 758 | $373.60 | 2/21/2025 | $0 |
| 1,645 | $187.80 | 2/19/2026 | $0 |
| 707 | $402.00 | 2/20/2027 | $0 |
| 1,499 | $240.00 | 2/16/2028 | $0 |
RSU and PSU vesting schedule (as of 12/31/2024):
| Award | Units | Vesting |
|---|---|---|
| RSU (2019–2022 cycles) | 8,800 | Feb 18, 2025 |
| RSU (2023 grant) | 13,670 | Feb 17, 2025 & Feb 17, 2026 |
| RSU (2024 grant) | 34,557 | Mar 6, 2025/2026/2027 |
| 2023 PSUs Tranche 1 earned | 3,418 | Earned/vested Feb 13, 2025 |
| 2024 PSUs Tranche 1 earned | 5,760 | Earned/vested Feb 13, 2025 |
| 2022 PSUs (price-hurdle) | 8,800 (unearned as of YE) | Not earned; forfeited 2/18/2025 |
| 2023 PSUs (pending) | 6,835 (unearned) | Subject to TSR through 12/31/2025 |
| 2024 PSUs (pending) | 23,038 (unearned) | Subject to TSR through 12/31/2025 & 12/31/2026 |
| Special RSU (retention) | 7,500 | Vested Jan 24, 2025 |
Alignment policies:
- Stock Ownership Requirements: CEO 5x, EVP 2x, SVP 1x base salary; counting vested shares, RSUs, earned PSUs; excludes options and unearned PSUs .
- Hedging/Pledging: Prohibited (no short sales, derivatives, hedging, margin accounts, or pledging); only Rule 10b5-1 plans permitted .
- Clawbacks: Rule 10D-1 compliant recovery for restatements; separate clawback tied to fraud/willful misconduct .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (no-CIC) | Lump sum 2x (base salary + base salary × highest target bonus in current or prior two years); prior-year unpaid bonus; prorated current-year bonus; COBRA differential reimbursements up to 18 months . |
| Change-in-Control | If terminated within 2 years post-CIC, cash multiple increases to 3x; equity accelerates on double trigger only (no single-trigger vesting) . |
| Non-compete | During employment and for 2 years post-termination, subject to defined scope . |
| Good Reason / Cause | Defined (material pay cut beyond universal ≤10%, material diminution in duties, involuntary relocation >75 miles; Cause includes gross negligence, willful misconduct, material policy breach, injurious conduct, felony fraud/dishonesty/moral turpitude) . |
| Tax Gross-ups | No excise tax gross-ups; cutback vs full-pay better-net test applies . |
| Equity Plan Governance | Minimum 1-year vesting (5% basket exempt), no repricing, director cap, double-trigger CIC vesting; stock ownership policy applies . |
Investment Implications
- Pay-for-performance alignment improving: 2024 EMIP re-weighted materially toward Free Cash Flow (40% vs 10% in 2023), delivering 158% of FCF target and a 133% overall payout; this emphasizes cash discipline and should support capital returns and deleveraging .
- Near-term selling pressure windows: Multiple RSU/PSU vestings clustered in Jan–Mar 2025 (special RSU and PSU tranches), increasing available tradable shares; however, the insider policy restricts trading to windows and prohibits hedging/pledging, and 10b5-1 plans mitigate timing risk .
- Equity ownership and options profile: Beneficial ownership of 92,384 shares (<1%); legacy options are deeply out-of-the-money at YE 2024, implying alignment primarily via RSUs/PSUs rather than option convexity .
- Retention and CIC economics: Double-trigger equity acceleration and 3x CIC cash multiple provide retention through change; 2-year non-compete/non-solicit reduces transition risk but raises replacement cost sensitivity .
- Execution track record: Over Williams’ CFO tenure, revenue grew from ~$512.5M (FY20) to ~$816.4M (FY24), and EBITDA improved from negative to ~$89.4M*, with management citing strong FCF generation and refinancing/share repurchase actions; PSU outcomes (50% payouts) reflect mixed relative TSR amid sector volatility .
- Values retrieved from S&P Global