Michael McShane
About Michael McShane
Michael McShane (age 70) is an independent director and Chairman of the Board at NCS Multistage Holdings, serving as Chair since February 2017 and as a director since December 2012 . He is an Audit Committee financial expert and brings CEO/CFO experience from the energy services sector, including Chairman & CEO of Grant Prideco and SVP–Finance/CFO of BJ Services; he was an Operating Partner at Advent (2009–2014) . He currently serves on Forum Energy Technologies’ board and previously on Enbridge, Superior Energy Services, and Oasis Petroleum boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent | Operating Partner (oil and gas services/equipment) | 2009–2014 | Private equity operator; sector expertise |
| Grant Prideco Inc. | Chairman & Chief Executive Officer | Not disclosed | Led oilfield drill pipe manufacturer |
| BJ Services Company | SVP–Finance & Chief Financial Officer | Not disclosed | CFO experience in pressure pumping/cementing/stimulation services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forum Energy Technologies, Inc. | Director | Current | Not disclosed |
| Enbridge Inc. | Director | Prior | Not disclosed |
| Superior Energy Services, Inc. | Director | Prior | Not disclosed |
| Oasis Petroleum Inc. | Director | Prior | Not disclosed |
Board Governance
- Board structure: McShane is Chairman; CEO role held separately (Ryan Hummer), which the Board believes fosters effective governance and risk oversight .
- Independence: Board determined McShane is independent; despite NCSM’s “controlled company” status under Nasdaq (Advent >50%), both Audit and Compensation, Nominating and Governance Committees are composed entirely of independent directors .
- Committees: McShane chairs the Audit Committee and is a member of the Compensation, Nominating and Governance Committee; he and W. Matt Ralls qualify as “audit committee financial experts” .
- Meetings and attendance: Board met 16 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting; McShane presides over executive sessions as Chair .
- Audit Committee activity: Audit Committee met 4 times in 2024 .
| Committee | Membership | Role | Independence | Meetings (2024) |
|---|---|---|---|---|
| Audit | Michael McShane; W. Matt Ralls; Valerie Mitchell | McShane Chair; Ralls financial expert; Mitchell independent | All members independent under Nasdaq/Rule 10A-3 | 4 |
| Compensation, Nominating & Governance (CNG) | John Deane; Michael McShane; W. Matt Ralls | Deane Chair; McShane member; Ralls member | All members independent under Nasdaq | 4 |
Fixed Compensation
- Policy: Eligible non-employee directors received a quarterly retention fee of $31,250 and an annual RSU award of $62,500 (approximately one-year vesting; optional delayed settlement). Audit and CNG Chairs received an additional $4,500 per quarter; the Chairman of the Board received an additional $12,500 per quarter .
- Actual 2024 director compensation: McShane received $188,500 in cash fees and $62,336 in stock awards (RSUs) for a total of $250,836; RSU grant date fair value per share was $15.35 .
| Component (2024) | Amount | Notes |
|---|---|---|
| Quarterly retention fee | $31,250 per quarter | Non-employee directors |
| Audit/CNG Chair fee | $4,500 per quarter | Each chair |
| Chairman fee | $12,500 per quarter | Board Chair |
| Annual RSU grant | $62,500 (policy) | Time-based vest ~1 year; delayed settlement election permitted |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael McShane | $188,500 | $62,336 | $250,836 |
Performance Compensation
- Director pay is not tied to explicit performance metrics; RSUs for directors are time-based with approximately one-year vesting and may be subject to delayed settlement at the director’s election .
- Company-wide performance metrics (for executives, not directors) include Adjusted EBITDA (annual bonus) and three-year relative TSR PSUs; these inform governance quality but do not directly apply to director compensation .
| Metric | Definition | Performance Period | Applicability to Director Pay |
|---|---|---|---|
| Adjusted EBITDA (Annual Bonus) | Profitability measure used for NEO annual cash incentive; minimum threshold and 200% cap | Annual | Not applied to directors |
| Relative TSR (PSUs) | TSR vs performance peer group; settlement 0–2x (2022/2023 grants); 0–1.25x (2024 grants) over 3 years | 3 years | Not applied to directors |
| Director RSU vesting | Time-based RSU vests ~one year; optional delayed settlement | ~1 year | Applies to directors |
- Clawbacks: Incentive compensation recovery policy compliant with Nasdaq/Section 10D; awards subject to recoupment and restatement-based recoveries (plan and policy provisions) .
Other Directorships & Interlocks
- Current public company board: Forum Energy Technologies (Director) .
- Prior public company boards: Enbridge Inc.; Superior Energy Services, Inc.; Oasis Petroleum Inc. .
- Committee interlocks: CNG Committee retains Mercer as independent compensation consultant; Mercer also provided services to management; the committee assessed and concluded Mercer’s independence and no conflicts .
- Advent relationships: McShane is not affiliated with Advent in the last five years; Board determined independence despite Advent’s control .
Expertise & Qualifications
- Financial expert: Qualifies as an Audit Committee financial expert under Item 407(d)(5) of Regulation S-K .
- Executive leadership: Former CEO and CFO in energy services; extensive industry and financial oversight experience .
- Sector knowledge: Deep oil and natural gas services/equipment background; international operations; engineering/technology exposure reflected in board skills matrix .
Equity Ownership
- Beneficial ownership: McShane beneficially owns 41,218 shares (1.6% of 2,540,849 outstanding as of record date) .
- RSUs outstanding: 4,061 RSUs as of December 31, 2024 (director RSUs; not counted in ownership % until within 60 days of vest/settlement unless specified) .
- Ownership guidelines: Non-employee directors must hold at least 5x base annual cash retainer; Company discloses all directors currently satisfy guidelines .
- Pledging/hedging: Insider Trading Policy governs trading and pre-clearance; no pledging or hedging disclosures specific to McShane found in the proxy .
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 41,218 | As of March 28, 2025 record date |
| % of shares outstanding | 1.6% | Based on 2,540,849 shares |
| RSUs outstanding | 4,061 | As of Dec 31, 2024 |
| Ownership guideline | 5x cash retainer (compliant) | Applies to non-employee directors |
Governance Assessment
- Board effectiveness: Separate Chair/CEO roles with regular executive sessions; McShane presides over executive sessions—supports independent oversight .
- Committees: McShane chairs an all-independent Audit Committee; meets regularly (4 times in 2024) and includes two audit financial experts—strength in financial oversight .
- Independence within controlled company: Despite Advent’s control (>50%), Board and key committees are majority/all independent and affirm McShane’s independence—mitigates control risk .
- Director pay alignment: Cash/equity mix with one-year RSU vesting and 5x retainer ownership guideline; McShane’s 2024 pay totaled $250,836 with $62,336 equity—reasonable alignment and skin-in-the-game .
- Conflicts/related parties: Company reports no related person transactions in the last two fiscal years—no disclosed conflicts tied to McShane .
- Shareholder sentiment: 2025 say-on-pay passed with strong support (For: 1,975,710; Against: 10,498; Abstentions: 23,759)—positive governance signal .
- RED FLAGS: Controlled company status is a structural risk (Advent controls elections) . Mitigations include independent committees, stock ownership guidelines, clawbacks, and consultant independence .