Ori Lev
About Ori Lev
Ori Lev (age 39) serves as Executive Vice President, General Counsel and Secretary of NCS Multistage Holdings, Inc., a role he has held since May 2020 after joining NCS in 2017; prior roles included Associate General Counsel and Assistant Secretary (Feb 2020–May 2020) and Associate General Counsel (Apr 2017–Feb 2020) . He previously practiced at Baker Botts L.L.P. (Oct 2012–Apr 2017) advising on M&A, SEC filings, and corporate governance; Lev holds a J.D. and M.B.A. from Duke University, a B.A. in Business Economics from UCLA, and is a Certified Public Accountant . Executive incentives at NCS are tied to Adjusted EBITDA (annual cash bonus) and three‑year relative TSR (PSUs), with 2024 bonuses paid above target and 2023 bonuses paid at zero due to a minimum threshold miss . Lev signed the 2025 proxy in his capacity as EVP, General Counsel and Secretary, underscoring his standing as corporate secretary and governance officer .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NCS Multistage Holdings, Inc. | EVP, General Counsel & Secretary | May 2020–present | Executive legal leadership; corporate secretary |
| NCS Multistage Holdings, Inc. | Associate General Counsel & Assistant Secretary | Feb 2020–May 2020 | Corporate/securities legal support |
| NCS Multistage Holdings, Inc. | Associate General Counsel | Apr 2017–Feb 2020 | Corporate/securities legal support |
| Baker Botts L.L.P. | Attorney | Oct 2012–Apr 2017 | Advised on M&A, SEC filings, corporate governance |
External Roles
- None disclosed in company filings (no public company directorships or committee roles identified for Lev) .
Fixed Compensation
| Year | Base Salary Paid ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 296,667 | 65% | 0 (no payout; threshold not met) | 12,614 | Base salary set at $300,000 as of 12/31/2023 |
Performance Compensation
Annual Cash Incentive (Structure and Outcomes)
| Year | Company Metric | Weighting | Personal Component | Weighting | Payout Outcome |
|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA (stretch profit‑sharing vs. budget) | 75% | Objective Company/personal goals | 25% | Above target (executives) |
| 2023 | Adjusted EBITDA (minimum threshold to pay) | — | Personal goals | — | 0% (minimum not met) |
- Bonus maximum capped at 200% of target; program approved by the Compensation, Nominating & Governance Committee .
Long‑Term Incentives: Design and 2023 Grants
| Instrument | Metric/Terms | Payout Range | Performance/Measurement | 2023 Grant Detail (Lev) |
|---|---|---|---|---|
| RSUs/ESUs | Time‑based vesting; ESUs cash‑settled | N/A | Value tied to stock price; ESUs remeasured until settlement | Included within total 2023 stock awards; aggregate grant‑date fair value $299,032 |
| PSUs | Relative TSR vs. peer group | 0%–200% | Three‑year period; linear interpolation; Threshold 25th percentile; Target 50th; Max ≥90th | 2023 PSU grant‑date fair value $147,610; max grant‑date value scenario $200,720 |
- 2021 PSU awards for NEOs (including Lev) certified below minimum threshold; zero shares settled (1Q 2024) .
Equity Ownership & Alignment
Beneficial Ownership (as disclosed)
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date / Shares O/S |
|---|---|---|---|
| Ori Lev | 4,136 | <1% (starred as less than 1%) | Apr 1, 2024; 2,485,708 shares outstanding |
- Stock Ownership Guidelines require EVP, General Counsel to hold 1.6x base salary; the company disclosed covered executives and directors “currently satisfy” ownership requirements at the time of the 2024 and 2025 proxies .
Outstanding Equity Awards and Vesting Schedule (as of Dec 31, 2023)
| Award Type | Quantity/Terms | Vesting/Settlement | Reference Valuation |
|---|---|---|---|
| Stock Options (Exercisable) | 632 shares @ $340 strike; expires 4/27/2027 | Exercisable; expiration 4/27/2027 | Stock closed at $17.85 on 12/29/2023 (for table valuation) |
| RSUs (unvested) | 3,847 units | 1,880 vested 2/28/2024; 1,281 vest 2/28/2025; 686 vest 2/28/2026 | Market value at 12/29/2023: $68,669 |
| PSUs (target) | 8,619 units (target) | 2,198 (granted 1Q22) settle 0–200% in 1Q2025; 4,098 (granted 1Q23) settle 0–200% in 1Q2026 | Target payout value at 12/29/2023: $153,849 |
- Upcoming vesting and potential selling pressure: 1,281 RSUs on 2/28/2025 and 686 RSUs on 2/28/2026; PSUs scheduled to settle in 1Q 2025 and 1Q 2026 at 0–200% based on relative TSR .
- Sales discipline: Officers not in compliance with guidelines may only sell to cover taxes on awards; guidelines count actual shares, vested deferred RSUs, and earned but unvested PSUs; options and unearned PSUs do not count .
- Hedging/pledging: No pledging by Lev is disclosed in beneficial ownership tables; the Company maintains an insider trading policy with pre‑clearance and blackout restrictions (policy details referenced in 2024 Form 10‑K exhibit) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated Oct 27, 2020 (three‑year initial term; auto‑renews for one‑year terms) |
| Base Salary & Target Bonus | As of 12/31/2023, base salary $300,000; target bonus 65% of base (max 200%) |
| Severance (No‑Cause / Good Reason / Non‑renewal) | 1x (salary + target bonus) paid over 12 months; pro‑rated annual bonus for year of termination (based on actual performance); continued vesting of unvested equity per original schedules; COBRA‑equivalent cash up to 24 months; release required and restrictive covenants apply |
| Change‑of‑Control (Double‑Trigger) | If termination without cause or for good reason within 24 months post‑CoC: 2x (salary + target bonus) over 12 months; pro‑rated annual bonus (actual performance); full vesting of unvested equity; COBRA‑equivalent cash up to 24 months . Company states “No single‑trigger” CoC severance |
| Definitions | “Good Reason” (material diminution, pay/bonus reduction >10% unless broad‑based, relocation >50 miles, or material breach; 60‑day notice/cure) and “Cause” (criminal issues, failure to perform, fiduciary breach, theft/fraud, policy violations, willful misconduct, gross negligence, material breach) |
| Post‑Termination Restrictions | Confidentiality (perpetual), company non‑disparagement, non‑competition and non‑solicitation during employment and 1 year post‑termination |
| Clawback | Nasdaq‑compliant incentive compensation recovery policy under Exchange Act §10D |
| Deferred Compensation | Company terminated the NQDC plan on Dec 18, 2023; balances to be paid 1–2 years post‑termination of the plan (participant‑specific participation not disclosed) |
Compensation Structure Analysis
- Pay mix and leverage: Significant equity weighting via RSUs/ESUs and PSUs ties realized pay to stock price and relative TSR; annual incentives tied to Adjusted EBITDA and personal goals, with a 200% cap .
- Calibration and rigor: 2023 bonuses paid at 0% due to threshold not met; 2024 paid above target—demonstrating variability tied to performance; 2021 PSUs certified at 0% for NEOs, indicating hurdle rigor on relative TSR .
- Governance guardrails: No single‑trigger CoC severance; no repricing of underwater options; no excise tax gross‑ups; Nasdaq‑compliant clawback .
- Ownership alignment: EVP/GC ownership guideline set at 1.6x salary; company disclosed covered executives are in compliance, reinforcing alignment incentives .
Investment Implications
- Alignment and sensitivity: Lev’s incentive structure (Adjusted EBITDA bonus plus relative TSR‑based PSUs) aligns with operational execution and shareholder returns; 2023 zero payout and 2021 PSU zero‑settlement underscore pay‑for‑performance linkage, while 2024 above‑target bonus signals improved operating results .
- Near‑term supply/vesting: RSUs vest in 2025 and 2026 (1,281 and 686 units), and PSUs settle in 1Q 2025 and 1Q 2026 (0–200% of 2,198 and 4,098 target units), creating known vesting events; options are far out‑of‑the‑money (strike $340 vs. $17.85 at 12/29/2023 reference), implying minimal option‑driven selling pressure .
- Retention and change‑of‑control: Continued vesting upon no‑cause/good‑reason termination and double‑trigger acceleration upon CoC termination reduce forced turnover risk but also provide portability of equity; severance multiples (1x / 2x) are moderate, balancing retention and governance .
- Ownership and overhang: Lev’s direct beneficial stake is modest (<1%), but compliance with ownership guidelines for covered executives mitigates misalignment risk; the equity plan remains the primary incentive lever rather than static ownership .
- Trading policy and controls: Pre‑clearance and blackout policies reduce information risk; absence of disclosed pledging for Lev limits alignment red flags .
Overall: Incentives emphasize operational performance and relative returns, with upcoming RSU/PSU events as potential—albeit modest—flow catalysts. Governance features (double‑trigger CoC, clawback, stock ownership guidelines) are investor‑friendly, while historical zero outcomes (2021 PSUs, 2023 bonus) suggest rigor in targets and potential volatility in realized pay tied to performance .