Michael McShane
FORUM ENERGY TECHNOLOGIESAbout Michael McShane
Michael McShane, age 70, has served on Forum Energy Technologies’ board since September 2010. He was Lead Independent Director from 2017–May 2025 and was appointed non‑executive Chairman of the Board on May 12, 2025, succeeding C. Christopher Gaut . He is deemed independent under NYSE standards and qualifies as an audit committee financial expert based on prior CFO/CEO experience in oilfield services . In 2024, the board held five meetings and each director attended at least 90% of board and committee meetings; all directors attended the 2024 Annual Meeting, and executive sessions were held at each regular board meeting presided over by McShane as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Prideco, Inc. | Director; President & CEO; Chairman | 2002–2008 (CEO), 2003–2008 (Chair) | Led a leading North American drill pipe and drill bit company; senior leadership experience strengthens board oversight . |
| BJ Services Company | SVP–Finance & CFO; Director; VP–Finance | 1990–2002 (CFO since 1990; VP–Finance 1987–1990) | Financial leadership in pressure pumping and coiled tubing services; audit committee financial expert credentials . |
| Reed Tool Company | Financial management roles | ~7 years prior to 1987 | Oilfield tools financial management experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NCS Multistage | Chairman of the Board | 2012–present | Public provider of downhole completion tools and technologies . |
| Advent International | Operating Partner | 2009–2018 | Private equity operating partner . |
| Spectra Energy Corp | Director | 2008–Feb 2017 | Natural gas infrastructure; continued on Enbridge board post‑acquisition . |
| Enbridge, Inc. | Director | Feb 2017–Oct 2018 | Energy infrastructure post Spectra acquisition . |
| Complete Production Services, Inc. | Director | 2007–Feb 2012 | Oil and gas completion/production services . |
| Superior Energy Services, Inc. | Director | Feb 2012–Feb 2021 | Oilfield services and equipment . |
| Oasis Petroleum Inc. | Director | May 2010–Nov 2020 | E&P company . |
Board Governance
- Independence: The board affirmatively determined McShane is independent under NYSE standards; all members of the Audit and Compensation & Human Capital Committees meet heightened independence requirements .
- Roles and Committees (2024–early 2025): Lead Independent Director; member, Compensation & Human Capital Committee; transitions to Chairman of the Board upon Gaut’s retirement and will cease Compensation Committee service thereafter .
- Attendance and Engagement: Board met five times in 2024; each director attended ≥90% of board and committee meetings; executive sessions at each regular meeting, presided by McShane as LID; all directors attended the 2024 Annual Meeting .
- Risk Oversight: Active risk oversight via Audit (6 meetings in 2024), Compensation (3), and NG&S (3) committees; Audit oversees cybersecurity with regular management reporting .
- Leadership Structure: Separation of CEO and Chair roles; after May 2025, McShane serves as non‑executive Chairman, and the Lead Independent Director role will not be filled .
Fixed Compensation
| Element (2024 non‑employee directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid in cash . |
| Lead Independent Director fee | $20,000 | Applied to McShane in 2024 . |
| Compensation & Human Capital Committee member fee | $7,500 | Applied to McShane in 2024 . |
| Equity grant (restricted stock or RSUs) | $150,000 | 7,975 shares granted on March 6, 2024; vest fully on first anniversary; RSUs eligible for deferral election . |
| 2024 fees earned (McShane) | $97,500 | Sum of retainer + LID + committee member fee . |
| 2024 stock awards (McShane) | $150,010 | Grant date fair value; $18.81 per unit . |
| 2024 total (McShane) | $247,510 | No “all other” compensation . |
Ownership Guidelines and Compliance:
- Directors must hold at least $210,000 in FET stock or eligible forms of ownership; all directors were compliant or within the 5‑year grace period as of Dec 31, 2024 .
- Insider Trading Policy prohibits short‑swing trading, options/derivatives, short sales, margin accounts, hedging, and pledging Company stock; Rule 10b5‑1 plans permitted .
Performance Compensation
Directors do not receive performance‑based pay. FET’s NEO pay design (for pay‑for‑performance context) uses the EMIP metrics and TSR‑based PSUs.
| EMIP Performance Measure (2024 NEOs) | Weight | 2024 Target | 2024 Actual | Payout factor contribution |
|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 30% | $120.0 | $100.0 | 18% (58% of target × 30%) . |
| Free Cash Flow ($MM) | 40% | $76.0 | $84.8 | 63% (158% × 40%) . |
| Safety – TRIR | 5% | 1.10 | 0.75 | 10% (200% × 5%) . |
| Safety – Perfect Days (%) | 5% | 76% | 81% | 10% (200% × 5%) . |
| Strategic Objectives | 20% | — | Achieved at 157% | 31% (157% × 20%) . |
| Total EMIP Payout Factor | — | — | — | 133% . |
TSR‑based Performance RSUs (peer group and payout mechanics):
- Peer group: Oil States, Dril‑Quip, Hunting, DMC Global, Core Labs, Cactus, NOV, Expro .
- Tranche 1 (2024): FET TSR −31.7%; ranked 7th; payout 50% of target .
- 2023 PSUs Tranche 2 (2023–2024): FET TSR −48.6%; ranked 7th; payout 50% .
- Absolute TSR gates cap upside when TSR is negative; double‑trigger change‑of‑control vesting applies to awards .
Other Directorships & Interlocks
| Company | Segment overlap with FET | Potential interlock/conflict commentary |
|---|---|---|
| NCS Multistage (Chairman) | Downhole completion tools | Industry adjacency; no related-party transactions disclosed with NCS; monitor information flow risk . |
| Superior Energy Services; Complete Production Services; Oasis Petroleum; Spectra/Enbridge | Oilfield services/E&P/energy infrastructure | Historical roles; no current related‑party transactions disclosed by FET in 2023–2024 . |
Director Overboarding Policy: Generally ≤5 public boards (and ≤1 other board for sitting public‑company executives); all nominees in compliance; board actively monitors commitments .
Expertise & Qualifications
- Financial expertise: former CFO, CEO; designated audit committee financial expert; financially literate .
- Deep oilfield services domain knowledge and global relationships across customers and service companies; producer perspective valuable to strategy .
- Public board leadership experience enhances governance effectiveness; prior chair/CEO roles support board leadership as Chairman .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael McShane | 18,911 | <1% | As of March 14, 2025; director holdings evaluated against $210,000 guideline; all directors compliant or within grace period . |
| Restricted Stock held (as of Dec 31, 2024) | 7,975 | — | 2024 annual grant; vests in full on first anniversary . |
Hedging/Pledging: Strictly prohibited under Company policy (short sales, hedging, pledging, margin accounts); 10b5‑1 plans permitted .
Governance Assessment
- Board effectiveness: McShane’s elevation to non‑executive Chairman reinforces independent oversight, while his planned exit from the Compensation Committee mitigates potential conflicts from chairing while overseeing executive pay .
- Independence and engagement: Affirmed independence; robust executive sessions; high attendance in 2024; strong committee cadence (Audit 6, Compensation 3, NG&S 3) .
- Pay and alignment: Director compensation appropriately balanced between cash and equity; stock ownership requirement ($210,000) with compliance/grace period; prohibitions on hedging/pledging improve alignment; clawback policies aligned with NYSE Rule 303A.14 and Rule 10D‑1 .
- Say‑on‑pay support: Strong stockholder support for executive compensation (see table below) .
- Related‑party/Conflicts: No related‑party transactions disclosed involving McShane; historical transactions with entities tied to a former director (John Schmitz) were immaterial (<1% of revenue) and arm’s‑length .
- RED FLAGS: None disclosed relating to McShane. Monitor potential informational interlocks with NCS Multistage due to industry adjacency; Company policies (Code of Conduct, related‑party approval via Audit Committee) provide mitigants .
Director Compensation Detail (McShane – 2024)
| Component | Detail | Amount/Units | Vesting |
|---|---|---|---|
| Cash fees | Annual retainer + LID + Comp Committee member | $97,500 | N/A . |
| Equity | Restricted stock grant | 7,975 shares | Vest in full on first anniversary of 3/6/2024; RSUs eligible for deferral election . |
| Grant fair value | ASC 718 grant date fair value | $150,010 at $18.81 per unit | N/A . |
| Total | Cash + equity | $247,510 | N/A . |
Say‑on‑Pay & Shareholder Voting Results
| Metric | 2024 | 2025 |
|---|---|---|
| Director election – McShane For/Withheld/Broker non‑votes | 6,935,938 / 980,682 / 2,081,941 | N/A (Class I slate only) — . |
| Say‑on‑Pay For/Against/Abstain/Broker non‑votes | 7,730,508 / 116,878 / 68,404 / 2,082,771 | 6,858,861 / 604,145 / 21,659 / 2,945,362 . |
| Say‑on‑Pay frequency (votes for 1‑yr/2‑yr/3‑yr/abstain) | N/A in 2024 | 6,956,356 / 2,470 / 524,514 / 1,325; company will hold annual votes . |
| Plan amendment approval (shares added to 2016 Plan) | +800,000 shares approved | +600,000 shares approved . |
| Charter amendment (authorized shares increase) | — | Approved; certificate filed May 12, 2025 . |
Related‑Party Transactions & Policies
- Policy: Audit Committee reviews/approves related‑person transactions >$120,000; evaluates arm’s‑length terms and materiality .
- Disclosures (2023–2024): Transactions with Endurance Lift and Axis Energy (companies associated with former director John Schmitz) totaled ~$2–3MM and ~$0.5–0.6MM respectively; each <1% of FET consolidated revenue and at arm’s‑length .
- No disclosed related‑party transactions involving McShane .
Compensation Committee Analysis
- Composition: Raspino (Chair), Rowsey, McShane, Beyer; all independent and non‑employee directors; McShane to cease service upon assuming Chair role .
- Consultant: Meridian Compensation Partners engaged to benchmark director compensation; 2024 levels competitive at market median .
- Practices: Double‑trigger vesting under equity plan; clawback policies; prohibition on repricing; director annual total comp cap $950,000; minimum vesting ≥1 year for equity (with 5% exception) .
Governance Quality Signals
- Strong alignment: Stock ownership requirements; prohibition of hedging/pledging; clawbacks consistent with Rule 10D‑1; separation of CEO/Chair .
- Engagement: High attendance, structured executive sessions, and robust committee oversight .
- Shareholder responsiveness: Share repurchase authorization and capital structure proposals passed; say‑on‑pay supported .