Michael Morrison
About Michael Morrison
Michael Morrison (age 54) is Chief Financial Officer (CFO) of NCS Multistage Holdings, Inc., a role he has held since November 2022; he also serves as Treasurer since November 2023. Prior to NCS, he was EVP & CFO at ION Geophysical (Feb 2020–Sep 2022), VP Finance & Treasurer (Apr 2016–Feb 2020), and held various finance and accounting roles at ION since 2002; earlier he was Director of Accounting supporting transactions at an energy trading company and worked at Deloitte & Touche. He holds a B.B.A. from Texas A&M University and is a Certified Public Accountant. NCS ties annual incentives to Adjusted EBITDA with personal goals, and long-term incentives to relative TSR via PSUs; executives earned above-target annual cash bonuses in 2024, but none in 2023, evidencing pay-for-performance linkage to profitability and relative shareholder return over multi-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ION Geophysical Corporation | Executive Vice President & Chief Financial Officer | Feb 2020–Sep 2022 | Led finance function including treasury and financial reporting |
| ION Geophysical Corporation | Vice President of Finance & Treasurer | Apr 2016–Feb 2020 | Oversaw finance and treasury operations |
| ION Geophysical Corporation | Various finance and accounting roles | 2002–2016 | Progressive finance/accounting responsibilities |
| Energy trading company | Director of Accounting | Pre-2002 | Provided transaction support |
| Deloitte & Touche LLP | Various positions | Pre-2002 | Public accounting experience |
External Roles
No public-company directorships or external board roles disclosed in the company’s proxy biography for Morrison .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary (paid) | $355,000 | Annual salary paid per SCT |
| Base Salary (agreement) | $360,000 (as of 12/31/2024) | Amended & restated employment agreement (7/17/2024) |
| Target Annual Bonus % | 80% of base | Max 200% of base; company target set annually |
| Annual Cash Incentive Paid | $327,878 | 2024 bonus paid above target; 2023 bonus = $0 for NEOs |
| Discretionary One-Time Bonus | $25,000 | Recognition of contributions |
| Perquisites | Auto allowance $12,000; 401(k) match/contributions $13,800; total $25,800 | Standard benefits; no excise tax gross-ups |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA (75%) + Personal Goals (25%) | 75% company / 25% personal | 80% of base bonus target | 2024 payout above target; Morrison received $327,878 | Annual payout based on year performance |
| Performance Stock Units (2024 grant) | Relative TSR vs peer group (3-year) | Not disclosed | Threshold: 25th percentile TSR earns 50% of target; Mid: 50th earns 100%; Max: 75th+ earns 125% | Grant-date fair value $178,598 | Granted Q1 2024; settles Q1 2027 (0–1.25x shares) |
| Performance Stock Units (2022 grant) | Relative TSR vs peer group (3-year) | Not disclosed | Threshold: 25th starts to earn; Mid: 50th earns 100%; Max: 90th+ earns 200% (2023 programs; 2022 design referenced) | Morrison granted 4,781 PSUs on Nov 1, 2022 | Settles Q1 2026 (0–2.0x shares) |
| Restricted Stock Units (RSUs) | Time-based | Not disclosed | N/A | 1,877 RSUs unvested (market value $48,727 at $25.96) | Vests Nov 1, 2025 |
| Equivalent Stock Units (cash-settled RSUs) | Time-based; value tracks stock price; capped at ~2x grant-date price | Not disclosed | Three equal annual installments beginning Feb 28, 2025 (2024 awards) | Included in 2024 stock awards total $358,132 | Cash-settled; liability-classified (re-measured each period) |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 2,842 shares; less than 1% of outstanding (2,540,849 shares at record date) |
| Unvested RSUs | 1,877 units (vest Nov 1, 2025); $48,727 market value at $25.96 |
| Unearned PSUs (as of 12/31/2024) | 19,401 units; $503,650 market/payout value at $25.96 |
| Stock options | None; company has not granted options for many years |
| Stock Ownership Guidelines | CFO must hold 3x base salary; all NEOs currently satisfy policy |
| Hedging & Pledging | Designated Persons prohibited from short sales and require pre-approval for pledging and hedging transactions |
| Clawback | Nasdaq-compliant incentive-compensation recovery policy adopted |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Amended & restated July 17, 2024; initial 3-year term, auto-renews annually |
| Base Salary (agreement) | $360,000 (as of 12/31/2024) |
| Target Annual Bonus | 80% of base; max 200% |
| Termination – Without Cause/Good Reason/Non-Renewal | Cash severance: 1x (base + target bonus); pro-rated annual bonus for year of termination based on actual performance; continued vesting of unvested equity per schedules; COBRA cash payments up to 24 months (subject to release/confidentiality/compliance) |
| Termination within 24 months after Change of Control (Double Trigger) | Cash severance: 2x (base + target bonus); pro-rated annual bonus; full vesting of unvested equity; COBRA cash payments up to 24 months (subject to release/confidentiality/compliance) |
| Single-trigger CoC severance | Company policy: no single-trigger CoC severance payments |
| Insider Trading Controls | Blackout periods; pre-clearance; Rule 10b5-1 plan requirements; post-termination restrictions |
Compensation Structure Analysis
- Pay mix and alignment: 2024 compensation included base ($355k), a discretionary $25k bonus, $327.9k annual incentive paid above target on Adjusted EBITDA/personal goals, and $358.1k in stock awards including time-based RSUs/equivalent units and PSUs tied to relative TSR—reflecting a balanced cash/equity mix with significant performance-based components .
- PSU design tightening in 2024: Maximum payout reduced to 125% for 2024 grants versus 200% for the 2023 program, lowering upside and potentially moderating risk of outsized equity payouts; Morrison’s 2024 PSU grant-date fair value was $178,598 .
- Option risk: No stock options granted, eliminating repricing risk; governance policy explicitly disallows option repricing .
- Governance safeguards: No excise tax gross-ups; robust stock ownership guidelines (CFO 3x salary) with compliance; anti-hedging/pledging restrictions; and an incentive-compensation clawback policy aligned with Nasdaq and SEC rules .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term RSU vesting: 1,877 RSUs vest on Nov 1, 2025 (valued $48,727 at $25.96 as of 12/31/2024), a modest event relative to total equity; equivalent units vest in three equal tranches starting Feb 28, 2025 but settle in cash, limiting direct share-sale pressure .
- PSU settlement windows: 2022 PSUs (4,781 units) settle in Q1 2026 (0–2.0x shares) and 2024 PSUs (11,696 units) settle in Q1 2027 (0–1.25x shares), deferring potential equity delivery and any associated trading until those windows .
Equity Grants Detail (Counts and Timing)
| Grant Year | Instrument | Units | Payout Multiple | Settlement Window |
|---|---|---|---|---|
| 2022 | PSUs | 4,781 | 0–2.0x shares | Q1 2026 |
| 2024 | PSUs | 11,696 | 0–1.25x shares | Q1 2027 |
| 2025 (as of 12/31/2024) | RSUs (unvested) | 1,877 | N/A | Nov 1, 2025 |
Performance & Track Record
- 2024 bonuses: Above-target annual cash awards driven by Adjusted EBITDA performance and personal goals; 2023 threshold not met and no cash awards paid, consistent with a profitability-based bonus design .
- Pay vs TSR/net income: Company shows partial alignment of compensation actually paid with cumulative TSR and positive correlation with net income over the period; equity value depends on relative TSR outcomes, which can increase even if absolute TSR declines due to peer-relative measurement .
Risk Indicators & Red Flags
- Hedging/pledging controls: Prohibitions on short sales; pre-approval required for pledging or hedging, reducing misalignment risk; blackout/pre-clearance procedures in place .
- Clawback: Incentive compensation recovery policy per Section 10D/Nasdaq mitigates restatement-related pay risk .
- Change-of-control economics: Double-trigger protection with full vesting under CoC termination could create retention leverage but also increases cost upon transition; CFO multiple is 2x salary+target bonus .
Compensation Peer Group (Benchmarking)
Peer group is referenced for TSR-based PSU measurement, but specific peer constituents are not disclosed in the cited sections; PSUs measure relative TSR percentile vs a defined peer group over three years .
Say-on-Pay & Shareholder Feedback
Proxy solicits advisory approval of executive compensation and describes governance practices; specific historical say-on-pay approval percentages are not disclosed in the cited sections .
Employment Terms Summary Table
| Category | Key Terms |
|---|---|
| Severance (no CoC) | 1x salary + target bonus; pro-rated annual bonus; continued vesting per schedule; up to 24 months COBRA cash payments (release/compliance required) |
| Severance (CoC + termination within 24 months) | 2x salary + target bonus; pro-rated annual bonus; full vesting; up to 24 months COBRA cash payments (release/compliance required) |
| Trigger Structure | No single-trigger CoC severance (double-trigger required) |
| Agreement Term | 3-year initial term; automatic 1-year renewals |
Investment Implications
- Alignment: Morrison’s pay is tied to Adjusted EBITDA (near-term) and relative TSR (long-term), with 2024 bonuses paid above target and multi-year PSU outcomes dependent on peer-relative performance—supporting pay-for-performance but adding PSU outcome variability .
- Selling pressure: Near-term equity delivery is modest (1,877 RSUs vesting Nov 1, 2025); cash-settled equivalent units reduce forced share sales, and major PSU settlements are in 2026–2027, tempering near-term insider selling risk .
- Retention and change-of-control: Double-trigger severance with 2x salary+target and full vesting under CoC termination creates retention value but raises transaction costs; governance policies (clawback, no tax gross-ups, ownership guidelines) mitigate shareholder-unfriendly risks .
- Ownership: Direct beneficial ownership is small (<1%), but company ownership guidelines require 3x salary for CFO and are currently met, indicating enforced alignment despite low direct share count .