John Deane
About John Deane
John Deane (age 73) is an independent director of NCS Multistage Holdings, Inc., serving on the Board since December 2012 and as Chairman from December 2012 to April 2016. He has over 40 years of oil and natural gas industry experience with deep drilling technology expertise, and holds a B.S. in Physics from the Colorado School of Mines . The Board has affirmatively determined he is independent under Nasdaq rules and not affiliated with Advent in the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCS Multistage Holdings, Inc. | Chairman of the Board | Dec 2012 – Apr 2016 | Led Board; currently independent director |
| Advent (Operating Partner) | Operating Partner | 2009 – 2016 | Focused on oil and gas services sector |
| ReedHycalog, L.P. | President | Not disclosed | Executive leadership in drilling technology |
| Schlumberger Limited | Vice President | Not disclosed | Senior executive in drilling-related businesses |
| Hycalog | President | Not disclosed | Executive leadership role |
| Reed Tool Co.; Camco International | Executive/Technical roles | Not disclosed | Technical and managerial roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Variperm Energy Services | Director | Not disclosed | Prior public/private board role |
| RGL Reservoir Management Inc. | Director | Not disclosed | Prior board role |
No current U.S. public company directorships are disclosed for Mr. Deane; the director skills matrix flags “Other U.S. public company board” for certain directors but not for Deane .
Board Governance
- Committee assignments: Chair, Compensation, Nominating and Governance (CNG) Committee; not listed on Audit .
- Independence: Board determined Deane is independent; not affiliated with Advent within last five years .
- Attendance: Board held 16 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; non-management directors meet in regular executive sessions .
- Committee composition: Audit (McShane—Chair; Ralls; Mitchell; all independent; 4 meetings in 2024); CNG (Deane—Chair; McShane; Ralls; all independent) .
- Controlled company: Advent controls >50% voting power; despite exemption, Board maintains majority independent directors and fully independent Audit and CNG committees; Board may adjust composition under the exemption in future .
- Lead Independent Director framework: If Chair/CEO roles were combined, Board anticipates appointing a strong lead independent director and engaging with shareholders .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Detail |
|---|---|---|
| Quarterly retention fee | $31,250 per quarter ($125,000 annual) | Standard for eligible non-employee directors |
| CNG Committee Chair fee | $4,500 per quarter ($18,000 annual) | Additional fee for committee chair role |
| Fees Earned in Cash (reported) | $143,000 | Matches base + chair fees |
| Reimbursement | Not quantified | Travel and related expenses reimbursed |
Directors employed by NCS or who were a managing partner of Advent are not eligible for Board compensation; others receive annual RSU grants and fees .
Performance Compensation
| Equity Award | Grant Value (USD) | Fair Value per Unit | Vesting/Settlement | Outstanding RSUs (12/31/2024) | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSUs (non-employee director) | $62,336 | $15.35 | Vests ~1-year from grant; director may elect delayed settlement | 4,061 | None (time-based) |
- Program design: Eligible directors receive annual RSU awards of approximately $62,500 that vest on the one-year anniversary of grant; settlement may be deferred at the director’s election .
- No performance-based criteria are disclosed for director equity; RSUs are time-based .
Other Directorships & Interlocks
| Category | Status/Detail |
|---|---|
| Current public company boards | None disclosed for Deane |
| Prior boards | Variperm Energy Services; RGL Reservoir Management Inc. |
| Compensation committee interlocks | None during 2024; no insider participation interlocks disclosed |
Expertise & Qualifications
- Over 40 years in oil and natural gas industry; drilling technology specialization .
- Prior CEO experience and extensive management roles in energy services .
- Technical/engineering background; international, sales/marketing experience per Board skills matrix .
- Education: B.S. in Physics, Colorado School of Mines .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares held via Deane Family Partnership Limited | 10,731 shares | Deane holds sole voting/investment power over these shares |
| RSUs outstanding (12/31/2024) | 4,061 | As of year-end; reported in proxy |
| Stock ownership guideline | 5x base annual cash retainer | Applies to non-employee directors; 5-year compliance window; directors currently satisfy requirements |
Related-party transactions: Company reports no related person transactions with directors/executives/5% holders in the last two completed fiscal years .
Governance Assessment
- Board effectiveness: Deane chairs a fully independent CNG committee overseeing CEO/executive pay, director nominations, and governance guidelines—key leverage points for governance quality and succession planning . Attendance thresholds were met; executive sessions are regularly held, supporting independent oversight .
- Alignment: Strong ownership alignment via 5x retainer stock-holding guideline, with directors currently in compliance; Deane also has economic exposure through family partnership holdings and RSU awards .
- Compensation mix: Cash fees are modest with chair premium ($143k cash); equity is time-vested RSUs (~$62k grant), balancing retention with shareholder alignment; absence of performance metrics in director equity is typical but means pay is not directly tied to TSR or operating metrics .
- Independence and conflicts: Board affirms Deane’s independence and non-affiliation with the controlling shareholder Advent in last five years; company reports no related-person transactions—reducing conflict risk .
- Risk indicators and structural considerations: Controlled company status concentrates voting power with Advent; while the Board exceeds independence requirements and maintains independent committees, future use of the controlled company exemption could weaken governance if composition changes—investors should monitor committee independence and nomination processes over time . Audit Committee met four times in 2024, indicating active financial oversight .
RED FLAGS: None specifically disclosed for Deane (no related-party transactions; independence affirmed; attendance ≥75%); structural risk exists from controlled company status even with current independent committee composition .