Tim Willems
About Tim Willems
Tim Willems (age 63) is Chief Operations Officer of NCS Multistage Holdings, Inc., a role he has held since May 2015 after serving as President of U.S./International Operations (2012–2015) and Senior Vice President (2010–2012). He has more than 30 years of oil and gas industry experience across applications engineering, operations, sales and marketing, including 16 years in international markets, and holds a B.S. in Petroleum Engineering from Montana College of Mineral Science and Technology . Executive incentives are tied to Adjusted EBITDA (annual cash program) and relative TSR via three-year PSUs, reflecting pay-for-performance alignment with profitability and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCS Multistage Holdings, Inc. | Chief Operations Officer | May 2015–present | Leads global operations; deep experience in wellbore construction, completion, and remediation |
| NCS Multistage Holdings, Inc. | President, U.S./International Operations | Jan 2012–May 2015 | Oversaw U.S. and international operations, leveraging 16 years of international market experience |
| NCS Multistage Holdings, Inc. | Senior Vice President | Apr 2010–Jan 2012 | Executive leadership across operations, sales, and marketing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company proxy | — | — | — |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 365,000 | 365,000 |
| Target Bonus (% of Base) | 80% (2023 policy) | 90% (updated employment agreements) |
| Actual Annual Cash Incentive ($) | 0 (minimum threshold not met) | 373,890 (above target level) |
| Discretionary Bonus ($) | — | 25,000 (one-time) |
| All Other Compensation ($) | 29,960 | 30,960 |
| Perquisites Detail ($) | Auto Allowance 17,020; 401(k) 10,800 | Auto Allowance 17,760; 401(k) 13,200 |
Performance Compensation
| Award Type | Grant Timing | Metric | Target/Scale | Actual/Payout Disclosure | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | FY 2024 | Adjusted EBITDA + Personal Goals | Target 90% of base; Company cap 200% of target | Earned slightly above target; paid $373,890 | Annual cash (following year per program) |
| PSUs (2024) | Q1 2024 | Relative TSR vs peer group (3-year) | 25th pct → 50% of target; 50th pct → 100%; 75th+ pct → 125%; linear interpolation | Grant-date fair value $181,072 | Settles in Q1 2027 |
| PSUs (2023) | Q1 2023 | Relative TSR vs peer group (3-year) | 25th pct → starts earning; 50th pct → 100%; 90th+ pct → 200% | Grant-date fair value $197,570 | Settles in Q1 2026 |
| PSUs (2022) | Q1 2022 | Relative TSR vs peer group (3-year) | 0–200% of target | Certified below minimum threshold in Q1 2025; 0 shares settled | Scheduled Q1 2025 (no payout) |
| RSUs/Equivalent Stock Units (Time-Vested) | Q1 2023 & Q1 2024 | Absolute stock price appreciation (RSU share-settled); cash-settled equivalent units | Q1 2023 awards vest in 3 equal annual installments beginning Feb 28, 2024; Q1 2024 equivalent units vest in 3 equal annual installments beginning Feb 28, 2025; cash equivalents capped at ~2× grant-date price | Included in 2024 Stock Awards total of $363,092 | Time-based as disclosed |
Option awards: Company has not granted stock options “for many years” and did not grant options in 2024 . Tim Willems had no options outstanding in the 12/31/2022 table (all stock awards) .
Equity Ownership & Alignment
| Item | Value | As-of |
|---|---|---|
| Beneficial Ownership (Shares) | 18,864 shares; less than 1% of outstanding | Record Date; 2,540,849 shares outstanding |
| Unvested Stock Awards (#) | 2,596 units | 12/31/2024 |
| Unvested Stock Awards (Market Value $) | 67,392 (2,596 × $25.96) | 12/31/2024 (price $25.96) |
| Unearned PSUs (#) | 23,026 units (at target/max assumptions per plan footnote) | 12/31/2024 |
| Unearned PSUs (Market/Payout Value $) | 597,755 | 12/31/2024 |
| Stock Ownership Guidelines (COO) | 3× base salary requirement | Policy |
| Compliance Status | In compliance with guidelines | Policy statement |
| Shares Pledged as Collateral | Not disclosed in proxy | 2025 DEF 14A reviewed |
| Options (Exercisable/Unexercisable) | None disclosed currently | 2025 proxy; no options granted for years |
Vesting and Settlement Schedule (Key Dates)
- RSUs: 759 vested on Feb 28, 2025; 1,837 RSUs vest in two equal annual installments beginning Feb 28, 2025 (continuing per schedule) .
- PSUs: 2022 grant certified below threshold in Q1 2025 (no settlement) ; 2023 grant settles Q1 2026 ; 2024 grant settles Q1 2027 .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Amended and restated July 17, 2024; initial 3-year term; auto-renews for 1-year periods |
| Base Salary | $365,000 (as of Dec 31, 2024) |
| Annual Bonus Target | 90% of base salary; cap 200% of target |
| Termination (Without Cause/Good Reason/Non-Renewal) | Severance equal to 1× (base + target bonus) paid over 12 months; pro-rated bonus for year of termination (based on actual performance); continued vesting per existing schedules; COBRA premiums paid up to 24 months (cash payment) |
| Change-of-Control (within 24 months; double trigger) | 2× (base + target bonus) paid over 12 months; pro-rated bonus; full vesting of unvested equity; COBRA premiums up to 24 months |
| Clawback | Nasdaq-compliant incentive-based recovery policy |
| Tax Gross-Ups | No excise tax gross-ups |
| Non-Compete | Applies during employment and for one year post-termination; broad geographic scope (U.S., Canada, and other territories where company operates) |
| Non-Solicit | During Restricted Period per agreement |
| Confidentiality & Non-Disparagement | Perpetual confidentiality; mutual non-disparagement; injunctive relief available |
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 total compensation $1,157,942 with a meaningful cash incentive component ($373,890) after no cash incentive in 2023, indicating stronger 2024 operating performance relative to EBITDA targets; equity grants present in both years ($363,092 in 2024; $400,224 in 2023) .
- Shift in Instrument Types: Company continues to emphasize RSUs/equivalent units and PSUs; options not granted in 2024 and not an element “for many years” .
- Performance Metric Calibration: 2024 PSUs reduced maximum to 125% at 75th percentile (vs 200% max at 90th percentile in 2023), tightening upside and potentially moderating payout volatility; annual cash program retains 200% cap but requires minimum EBITDA threshold .
- Discretionary Bonus: One-time $25,000 recognition in 2024 alongside formula payout suggests Committee discretion layered on performance framework .
Say-on-Pay & Governance Signals
- Program highlights: Performance-based compensation; robust ownership guidelines; independent consultant; clawback policy; no single-trigger severance; no excise tax gross-ups; no option repricings .
Investment Implications
- Alignment: Strong alignment via 3× salary stock ownership guideline (in compliance) and multi-year PSUs tied to relative TSR; cash incentives driven by Adjusted EBITDA link pay to profitability .
- Retention Risk: Moderate—severance at 1× base+target (non-CoC) and 2× (CoC) with continued or accelerated vesting reduces flight risk while preserving shareholder protections (double-trigger; non-compete/non-solicit) .
- Selling Pressure: Near-term RSU vest dates (Feb 2025/2026) and cash-settled equivalent units may limit open-market selling; 2022 PSU zero certification in Q1 2025 removes a potential settlement-driven sale, but PSUs remain scheduled for 2026/2027 .
- Execution Risk: 2024 improved cash bonus outcomes vs 2023’s zero payout highlight sensitivity to EBITDA delivery; PSU design (relative TSR) can pay out even in down markets if peer-relative performance is strong, introducing dispersion vs absolute TSR .