Robert Nipper
About Robert Nipper
Robert Nipper (age 61) has served on NCS Multistage’s Board since December 2012. He co‑founded NCS and previously served as CEO (December 2012–April 2016; November 2016–November 2022) and Executive Chairman (April 2016–February 2017). Prior roles include 18 years at Tri‑State Oil Tools and Baker Hughes, culminating as Baker Hughes’ North American Marketing Manager. He has invented several patented technologies related to downhole oil, gas, and geothermal service equipment, bringing >30 years of industry experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCS Multistage Holdings, Inc. | Chief Executive Officer | Dec 2012–Apr 2016; Nov 2016–Nov 2022 | Led company through multiple operating cycles; co‑founder credentials |
| NCS Multistage Holdings, Inc. | Executive Chairman | Apr 2016–Feb 2017 | Oversight of corporate governance and strategy |
| Tri‑State Oil Tools Inc. | Operations/Sales Mgmt | ~18 years (dates not individually specified) | Operations and sales leadership |
| Baker Hughes | North American Marketing Manager | Prior to founding NCS (dates not specified) | Commercial leadership in oilfield services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Nipper in proxy |
Board Governance
- Committee assignments: None. Current committee rosters list Audit (McShane—Chair; Ralls; Mitchell) and Compensation, Nominating & Governance (Deane—Chair; McShane; Ralls); Nipper is not a member of either committee .
- Independence: The Board determined that McShane, Deane, Grewal, McKenna, Ralls, and Mitchell are independent under Nasdaq rules; Nipper is not included in the independent director list, indicating he is not classified as independent .
- Attendance: In 2024 there were 16 Board meetings; each director attended at least 75% of the aggregate of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting, and the Board holds regular executive sessions of non‑management directors .
- Controlled company status: Advent beneficially owns >50% voting power; NCS qualifies as a controlled company. Despite this, both the Audit Committee and the Compensation, Nominating & Governance Committee are composed entirely of independent directors .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Committee Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 125,000 | — (not a chair) | 125,000 | Quarterly retention fee $31,250 for eligible directors; chair roles receive $4,500/quarter; Chair of Board receives $12,500/quarter (structure disclosure) |
| 2023 | 62,500 | — (not a chair) | 62,500 | Quarterly retention fee $15,625 for eligible directors; chair roles $4,500/quarter; Chair of Board $12,500/quarter |
Performance Compensation
| Year | Stock Awards ($) | Instrument | Grant-date FV per RSU ($) | Outstanding RSUs at YE | Vesting/Settlement |
|---|---|---|---|---|---|
| 2024 | 62,336 | RSUs | 15.35 | 5,846 | RSUs vest ≈ one year from grant; directors may elect delayed settlement at vest |
| 2023 | 126,197 | RSUs | 24.49 | 10,347 | RSUs vest ≈ one year from grant; delayed settlement election available |
- No director performance‑conditioned equity (e.g., PSUs) is disclosed for non‑employee directors; RSU grants are time‑based. Performance metrics (Adjusted EBITDA, TSR) apply to named executive officers, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation, Nominating & Governance Committee interlocks | None; during 2024, no executive officers had interlocks reported; committee comprised Deane, McShane, Ralls |
| External public boards | None disclosed for Nipper |
Expertise & Qualifications
- Co‑founder with >30 years’ oilfield service experience; inventor of several patented downhole technologies .
- Deep operations, sales/marketing leadership spanning Tri‑State Oil Tools and Baker Hughes .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Robert Nipper | 121,859 | 4.8% | Includes 91,743 shares held by Nipper Family Limited Partnership; Nipper exercises sole voting and investment power over these shares |
| RSUs (outstanding, YE 2024) | 5,846 | — | Director RSUs subject to vesting; delayed settlement feature available |
- Shares outstanding used for % calc: 2,540,849 as of record date .
- Stock ownership guidelines: Non‑employee directors must hold at least 5× base annual cash retainer; policy states all covered directors and NEOs currently satisfy requirements .
Governance Assessment
- Signals of alignment: Material personal ownership (4.8%) and adherence to 5× retainer stock ownership guideline indicate strong skin‑in‑the‑game and alignment with shareholders .
- Board effectiveness: Nipper is not on Audit or Compensation/Nominating committees, limiting direct oversight influence; committee independence is strong and chaired by independent directors .
- Independence/conflict profile: Not classified as independent; prior CEO tenure and significant ownership via a family partnership may introduce perceived conflicts, though the company reports no related‑party transactions in the last two fiscal years .
- Attendance/engagement: Meets ≥75% attendance threshold; full annual‑meeting participation supports engagement .
- Shareholder support: 2025 election received 1,771,701 “For” and 238,266 “Withheld”; say‑on‑pay passed with 1,975,710 “For” vs 10,498 “Against,” indicating broad investor support .
- Compensation mix shift: Year‑over‑year move from equity‑heavy (2023: cash $62.5k vs stock $126.2k) to cash‑heavier (2024: cash $125.0k vs stock $62.3k) reflects recalibration of director pay structures; RSU grants remain time‑based without performance conditions .
RED FLAGS
- Not independent under Nasdaq rules; former CEO and significant holder via family partnership could raise perceived conflict risk even absent related‑party transactions .
- Controlled company status (Advent majority voting power) reduces minority shareholder influence on director elections and board composition .
Notes on Related Party & Policies
- Related‑party transactions: None reported in the last two fiscal years .
- Insider trading/clawback: Company maintains insider trading policy with pre‑clearance windows and a Nasdaq‑compliant incentive‑compensation recovery (clawback) policy administered by the Compensation, Nominating & Governance Committee .
Shareholder Voting Snapshot (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Robert Nipper (Class II) | 1,771,701 | 238,266 | — | 212,443 |
| Say‑on‑Pay (Advisory) | 1,975,710 | 10,498 | 23,759 | 212,443 |