Gurinder Grewal
About Gurinder Grewal
Gurinder Grewal (age 47) has served as an independent director of NCS Multistage Holdings since December 2012. He is Managing Partner of 42 North Renewables (since Sep 2022), previously SVP of Strategy at Rapid Micro Biosystems (Mar 2021–Aug 2022), and formerly a Managing Director at Advent (2009–Feb 2021) and Vice President at Bain Capital; he holds an H.B.A. from the Richard Ivey School of Business and an M.B.A. from Harvard Business School . He is currently a Class I director with a term expiring at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 42 North Renewables | Managing Partner | Sep 2022–present | Energy/industrial investing background |
| Rapid Micro Biosystems | SVP, Strategy | Mar 2021–Aug 2022 | Corporate strategy leadership |
| Advent | Managing Director | 2009–Feb 2021 | Energy and industrial sector investments; prior affiliation considered in independence review |
| Bain Capital | Vice President | Pre-2009 (dates not disclosed) | Investments in industrial, media, retail sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culligan International Group | Director (prior) | Not disclosed | Not disclosed |
| BOS Solutions Ltd. | Director (prior) | Not disclosed | Not disclosed |
| Oleoducto Central S.A. (Ocensa) | Director (prior) | Not disclosed | Not disclosed |
| Quala | Director (prior) | Not disclosed | Not disclosed |
| RGL Reservoir Management Inc. | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Grewal is independent under Nasdaq rules; the Board considered his prior Advent role (Managing Director until 2021) and determined it does not impair independence .
- Board class/tenure: Class I director; term expires at 2027 Annual Meeting; director since Dec 2012 .
- Committee assignments: Not currently on Audit Committee or Compensation, Nominating and Governance (CNG) Committee; independent director status noted in committee matrix .
- Attendance/engagement: Board met 16 times in 2024; each director attended at least 75% of Board and committee meetings; non-management directors meet regularly in executive session .
- Committee activity levels: Audit Committee met 4 times in 2024; CNG Committee met 4 times in 2024 .
- Board skills matrix: Grewal is listed among directors with oil and natural gas industry, engineering/technology, sales/marketing, and international experience .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash retainer | $125,000 | Quarterly retention fee of $31,250 to eligible non-employee directors |
| Committee chair fees | $0 | Chairs receive $4,500 per quarter; Grewal is not a chair |
| Chairman of the Board premium | $0 | $12,500 per quarter for Chairman; not applicable to Grewal |
| Meeting fees | Not disclosed | Company pays annual director, committee and per-meeting fees, specifics not itemized |
- FY2024 total director compensation: Fees earned $125,000; Stock awards $62,336; Total $187,336 .
Performance Compensation (Director)
| Equity Vehicle | Grant Value | Grant Terms | Vesting | Settlement | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | $62,500 target; $62,336 ASC 718 value | Annual RSU award to eligible directors | Vests ~1-year from grant | Director may elect delayed settlement | Grant date fair value $15.35; RSUs count toward ownership guidelines |
| One-time grant (on election) | Not disclosed for Grewal | New directors receive stock option or RSU grant upon election | Not disclosed | Not disclosed | Policy statement; specific to “newly elected” directors |
Outstanding RSUs (as of Dec 31, 2024)
| Metric | Quantity |
|---|---|
| Total outstanding RSUs | 13,359 |
| Vested RSUs | 9,298 |
| Unvested RSUs | 4,061 |
| Vested RSUs subject to delayed settlement (excluded from beneficial ownership table) | 13,359 (policy note includes vested deferred RSUs) |
No director-specific performance metrics (e.g., EBITDA, TSR) apply to non-employee director RSU grants; performance-based metrics described in the proxy apply to executives (Adjusted EBITDA and PSUs tied to TSR) .
Other Directorships & Interlocks
- Current U.S. public company boards: None disclosed for Grewal in the skills matrix (marks appear for McShane and Ralls) .
- CNG Committee interlocks: None; no insider participation or cross-compensation committee interlocks in 2024 .
- Controlled company context: Advent beneficially owns 58.2% of common stock (controls director elections); Board/committees remain majority/all independent; Audit and CNG committees fully independent .
Expertise & Qualifications
- Education: H.B.A., Richard Ivey School of Business, University of Western Ontario; M.B.A., Harvard Business School .
- Sector experience: Energy and industrial sectors; oil and natural gas industry; engineering/technology; sales/marketing; international .
- Private equity/investment: Senior roles at Advent and Bain Capital; board experience across industrial and energy services companies .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial common shares | 0 (— in table) | Beneficial ownership table shows “—” for Grewal; excludes vested deferred RSUs |
| Ownership % of outstanding | 0% | Based on 2,540,849 shares outstanding as of record date |
| RSUs (vested, deferred) | 13,359 | Vested RSUs eligible for delayed settlement excluded from “beneficial ownership” computation |
| RSUs (vested vs unvested) | 9,298 vested; 4,061 unvested | As of Dec 31, 2024 |
| Pledged shares | Not disclosed | No pledging disclosed in proxy materials |
| Ownership guidelines | 5x annual cash retainer for non-employee directors | All covered directors currently satisfy guidelines; RSUs (including vested deferred) count; options do not count |
Governance Assessment
- Independence and conflicts: The Board explicitly assessed Grewal’s prior Advent affiliation and affirmed independence; there were no related-party transactions involving directors, executives, or 5% holders in the last two fiscal years, reducing conflict risk .
- Controlled company dynamics (RED FLAG): Advent controls a majority of voting power and the election of directors; while committees are fully independent, the controlling shareholder influence warrants continued monitoring, particularly given Grewal’s prior Advent role (mitigated by independence determination) .
- Committee roles and effectiveness: Grewal is not on Audit or CNG; these committees met 4 times each in 2024 and are fully independent with use of an independent consultant (Mercer), which the Board assessed as independent with no conflicts—positive governance practice .
- Attendance and engagement: Board convened 16 times in 2024; all directors met at least 75% attendance; regular executive sessions of non-management directors—adequate engagement .
- Pay-for-performance alignment: Director pay mix is cash retainer plus RSUs with a one-year vest and optional delayed settlement; ownership guidelines at 5x retainer and reported compliance support alignment, though Grewal’s zero beneficial common shares may present optics risk offset by vested deferred RSUs counting toward guidelines .
- Compensation risk controls: Company policies include an incentive-based compensation recovery (clawback) compliant with Nasdaq and Section 10D and an insider trading policy with pre-clearance windows—sound oversight infrastructure .
Monitoring priorities: confirm ongoing independence from Advent in practice; track any Form 4 transactions or changes in RSU settlement elections; review future proxies for committee assignments and any evolution in board class balance or governance structure under the controlled company exemption .