Ryan Hummer
About Ryan Hummer
Ryan Hummer (age 47) is Chief Executive Officer of NCS Multistage Holdings and has served on the Board since November 2022; he previously served as CFO/Treasurer (2020–2022), CFO (2016–2020), EVP Corporate Development (2015–2016), and VP Corporate Development (2014–2015), and holds a B.S. in Economics from the Wharton School (University of Pennsylvania) . Company performance under the pay-versus-performance framework shows 2024 net income of $6.593 million and a three-year TSR value of $89.55 (value of initial $100), with the proxy noting partial alignment of his “compensation actually paid” to cumulative TSR and a positive correlation to net income due to Adjusted EBITDA-based annual incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCS Multistage Holdings | Chief Executive Officer; Director | 2022–present (CEO since Nov 1, 2022; Director since Nov 2022) | Leads strategy and execution; Board oversight as management director . |
| NCS Multistage Holdings | Chief Financial Officer; Treasurer | 2020–2022 (Treasurer also in 2023 intermittently) | Financial leadership through industry cycle and capital structure actions . |
| NCS Multistage Holdings | Chief Financial Officer | 2016–2020 | Directed finance during public-company phase . |
| NCS Multistage Holdings | EVP, Corporate Development | 2015–2016 | Corporate development and M&A initiatives . |
| NCS Multistage Holdings | VP, Corporate Development | 2014–2015 | Corporate development . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lazard Frères & Co. | Director, Investment Banking | 2011–2014 | Advised on M&A, restructurings, and capital raises . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Max Bonus (% of Salary) | Notes |
|---|---|---|---|---|
| 2024 | 400,000 | 125% | 200% | Salary voluntarily reduced to $400k effective Nov 1, 2023; target/max set by employment agreement . |
| 2025 (effective) | 450,000 | — | — | Salary restored to $450k on Jan 1, 2025 . |
Performance Compensation
Annual Cash Incentive (Short-Term Incentive)
| Metric | Weighting | Target Definition | 2024 Outcome | 2024 Payout ($) |
|---|---|---|---|---|
| Company Adjusted EBITDA | 75% | Stretch profit-sharing; paid only when above budgeted Adjusted EBITDA | Above target (thresholds applied) | Included within Non-Equity Incentive Plan Comp for Hummer: 482,243 . |
| Personal Goals | 25% | Objective measures of company and personal performance | Above target | Included within Non-Equity Incentive Plan Comp (see above) . |
| Discretionary Bonus | n/a | One-time award recognizing contributions | Granted | 25,000 |
Key design features:
- Minimum performance level required for the Company component; cap at 200% of target bonus .
- Target bonus opportunity for CEO = 125% of base salary .
Long-Term Incentive (Equity)
| Instrument | Grant Year | Grant Date Fair Value ($) | Performance/Vesting | Payout Range | Settlement/Timing |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | 2024 | 357,196 | Relative TSR vs peer group over 3 years; 25th percentile = 50% payout, 50th = 100%, 75th+ = 125%; linear interpolation | 50%–125% of target | PSUs granted in Q1’24 settle in Q1’27 . |
| Stock Awards (RSUs/ESUs + PSUs total) | 2024 | 716,263 | RSUs/ESUs generally vest in 3 equal annual installments beginning Feb 28, 2025; ESUs are cash-settled and capped at ~2x grant-date price | n/a | RSUs begin vesting Feb 28, 2025 . |
| Stock Options | 2024 | — | Company has not granted stock options for many years and did not grant options or SARs in 2024 | n/a | n/a |
Outstanding awards (as of Dec 31, 2024):
- Unvested time-based units: 5,080 ($131,877 value at $25.96 close) .
- Unearned PSUs outstanding: 50,837 ($1,319,729 value at $25.96 close); includes PSUs granted Nov 1, 2022 and Q1’24; PSUs granted Q1’22 certified below threshold in Q1’25 and settled at 0 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 22,947 shares; less than 1% of outstanding . |
| Shares outstanding (record date Mar 28, 2025) | 2,540,849 . |
| Vested/unvested breakdown (as of Dec 31, 2024) | Unvested time-based units: 5,080; Unearned PSUs: 50,837 . |
| Near-term vesting/settlement dates | 854 RSUs vested Feb 28, 2025; 4,226 RSUs vest Nov 1, 2025; PSUs from Nov 1, 2022 settle in Q1 2026; PSUs from Q1 2024 settle in Q1 2027 . |
| Stock ownership guidelines | CEO must hold shares worth 5x base salary; all covered executives/directors currently satisfy the requirement . |
| Hedging/pledging policy | Short sales prohibited; hedging/pledging require pre-approval from General Counsel; options trading restricted; 10b5-1 plans permitted subject to conditions . |
| Clawback policy | Nasdaq/Exchange Act Section 10D-compliant incentive-compensation recovery policy . |
Note: Proxy does not identify any pledged NCSM shares for Mr. Hummer; company policy restricts pledging absent pre-approval .
Employment Terms
| Provision | Terms (CEO – Ryan Hummer) |
|---|---|
| Agreement status | Amended and restated July 17, 2024 . |
| Term | Initial 3-year term; auto-renews for one-year terms . |
| Base salary | $400,000 as of Dec 31, 2024; restored to $450,000 effective Jan 1, 2025 . |
| Target/Max bonus | Target 125% of salary; maximum 200% of salary . |
| Termination without cause / good reason / non-renewal | Cash severance = 2x (CEO) of (base salary + target bonus), paid over 12 months; pro-rata annual bonus based on actual performance; continued vesting of unvested equity per schedule; COBRA premium cash up to 24 months; release and restrictive covenants required . |
| Change of Control (within 24 months) + qualifying termination | Cash severance = 3x (CEO) of (base salary + target bonus), paid over 12 months; pro-rata bonus based on actual performance; full vesting of unvested equity; COBRA premium cash up to 24 months . |
| Triggers | Double-trigger for CoC severance (no single-trigger payments); company highlights no single-trigger CoC severance as a governance practice . |
| Clawback | Recovery policy compliant with Nasdaq Section 10D . |
| Other | Subject to restricted covenants (e.g., non-compete/non-solicit referenced) as a condition to benefits . |
Board Governance and Service
| Topic | Details |
|---|---|
| Board service | Director since Nov 2022; nominated to shift from Class III (term expiring 2026) to Class II slate at the May 21, 2025 annual meeting to balance classes; he will relinquish Class III seat immediately prior to the meeting and stand for Class II election . |
| Board leadership | Roles separated: Michael McShane is Chairman; Hummer is CEO and director . |
| Independence | Company identifies independent directors (McShane, Deane, Grewal, McKenna, Ralls, Mitchell); committees are entirely independent; Hummer is not listed among independents . |
| Committees | Audit (McShane—Chair, Ralls, Mitchell); Compensation, Nominating and Governance (Deane—Chair, McShane, Ralls); no committee roles for Hummer . |
| Meetings/attendance | 16 Board meetings in 2024; each director attended at least 75% of Board and committee meetings; regular executive sessions of non-management directors . |
| Controlled company | Advent International controls >50% voting power and influences director elections; company uses “controlled company” exemptions but maintains majority independent Board and fully independent committees . |
| Director pay (employee directors) | Employee directors (including CEO) are not eligible for board fees; non-employee director fee program summarized in proxy . |
Performance & Track Record (Pay vs Performance context)
| Year | Compensation Actually Paid to Hummer ($) | Value of $100 Investment Based on TSR ($) | Net Income (Loss) ($) |
|---|---|---|---|
| 2022 | 1,554,489 | 111.06 | (1,102,000) |
| 2023 | (312,005) | 79.30 | (3,153,000) |
| 2024 | 2,593,517 | 89.55 | 6,593,000 |
Context: The proxy notes partial alignment of Hummer’s “compensation actually paid” with cumulative TSR and positive correlation to net income because annual cash incentives are based on Adjusted EBITDA; equity award values depend on absolute stock price (RSUs/ESUs) and relative TSR (PSUs) .
Investment Implications
- Pay-for-performance mechanics: Annual cash incentives are primarily tied to Adjusted EBITDA (75% company/25% personal), with threshold and a 200% cap; 2024 paid “above target,” indicating tighter linkage to operating profitability and execution . LTI emphasizes relative TSR PSUs over three years (2024 curve 50%–125%) plus RSUs/ESUs, which balance market-relative and absolute stock performance .
- Severance and CoC economics: Hummer’s severance is 2x base+target (ordinary termination) and 3x base+target with double-trigger after a change in control, plus full vesting in CoC termination—sizeable but subject to double-trigger, no single-trigger payments, and supported by a compliant clawback policy (mitigates windfall risk) .
- Ownership alignment and trading practices: CEO must hold 5x salary in stock and is currently in compliance; hedging and pledging are restricted (pre-approval) and short sales are prohibited, supporting alignment and reducing downside-protection behaviors that can weaken incentives .
- Vesting-driven supply overhang: Near-term RSU vesting (854 vested on Feb 28, 2025; 4,226 vest Nov 1, 2025) and PSU settlements in 2026/2027 can create episodic selling pressure; company permits 10b5-1 plans subject to pre-approval, which may smooth execution .
- Governance checks around dual roles: Although Hummer is both CEO and director, the Chair/CEO roles are split, committees are fully independent, and Advent’s controlled-company status is disclosed; this mitigates some independence concerns, but Advent’s control concentrates voting power and director selection influence .