Valerie Mitchell
About Valerie Mitchell
Valerie Mitchell (age 53) is an independent director of NCS Multistage Holdings, Inc. since August 2019. She is a chemical engineer by training (B.S., University of Missouri) with over 20 years of operational leadership in oil and natural gas; she is NACD-certified (NACD.D) and currently serves as President of Troy Energy (since March 2020) . Her board tenure includes audit committee service at NCSM, with independence affirmed under Nasdaq rules and Exchange Act Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troy Energy | President | Mar 2020 – present | Executive leadership in energy operations |
| Corterra Energy LLC | Chief Executive Officer and Director | Dec 2016 – Nov 2019 | Led E&P operations; board oversight |
| Newfield Exploration Company | VP, Mid-Continent; VP, Corporate Development; GM, Mid-Continent Region | Dec 2011 – Aug 2016 (various roles) | Operational and corporate development leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Freehold Royalties | Director | Since Jun 2022 | Governance, Nominating & Compensation Committee; Reserves Committee |
| National Association of Corporate Directors | Member | Ongoing | NACD.D certification |
Board Governance
| Item | Status |
|---|---|
| Committee assignments | Audit Committee member (chair: Michael McShane); Compensation, Nominating & Governance Committee: not a member |
| Independence | Board determined Mitchell is independent under Nasdaq rules; Audit Committee composed entirely of independent directors and compliant with Rule 10A-3 |
| Board and committee meetings (2024) | Board met 16 times; each director attended at least 75% of Board and committee meetings; Audit Committee met 4 times; CNG Committee met 4 times |
| Executive sessions | Non-management directors meet regularly without management; chair presides |
The company is a “controlled company” under Nasdaq due to Advent’s >50% voting power, but both key committees are fully independent, which mitigates governance risks typically associated with controlled structures .
Fixed Compensation
| Year | Quarterly Retainer (Cash) | Annual Cash Total | Committee Chair Fees (if applicable) | Notes |
|---|---|---|---|---|
| 2024 | $31,250 | $125,000 | None (Mitchell not a chair) | Per meeting fees may be paid; policy disclosed without amounts |
| 2023 | $15,625 | $62,500 | None (Mitchell not a chair) | Chairman and committee chair fee levels disclosed (not applicable to Mitchell) |
| 2024 Director Compensation (Mitchell) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant-date fair value) | $62,336 |
| Total | $187,336 |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual RSU grant | $62,500, vests on ~1-year anniversary; director may elect delayed settlement |
| Grant-date fair value per RSU (2024) | $15.35 |
| Outstanding RSUs (12/31/2024) | 23,273 total; 19,212 fully vested |
| Settlement mechanics | Vested deferred RSUs settle within 30 days after service termination or change of control |
| Performance metrics tied to director equity | None disclosed; director RSUs are time-based (no performance conditions stated for directors) |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | Freehold Royalties (Director; GN&C and Reserves committees) |
| Committee interlocks (2024) | None; no compensation committee interlocks or insider participation noted for 2024 |
Expertise & Qualifications
- 20+ years operational leadership in oil and natural gas, including executive roles at Newfield and Corterra; B.S. Chemical Engineering .
- NACD.D credential; governance experience across audit oversight and compensation/governance at Freehold Royalties .
- Skills matrix: engineering/technology, oil and natural gas, sales/marketing, international experience reflected in board skills table .
Equity Ownership
| Ownership Snapshot (Record Date: Mar 28, 2025) | Shares / % |
|---|---|
| Beneficial ownership (common stock) | 2,517 shares; less than 1% |
| Vested deferred RSUs | 19,212 RSUs (delayed settlement elections) |
| Total outstanding RSUs (12/31/2024) | 23,273 RSUs |
| Unvested RSUs (derived) | 4,061 RSUs (23,273 total − 19,212 vested) |
| Stock Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| Non-Employee Director | 5x base annual cash retainer | Each director currently satisfies the guideline per policy disclosure |
Governance Assessment
- Committee effectiveness: Mitchell serves on an all-independent Audit Committee with clear oversight of financial reporting, auditor independence, internal controls, and cybersecurity updates; committee met 4 times in 2024 and issued the audit report recommendation for 2024 10-K inclusion .
- Independence and engagement: Independence affirmed under Nasdaq and Rule 10A-3; Board frequency (16 meetings) and minimum 75% attendance threshold achieved by all directors; all directors attended the 2024 annual meeting .
- Pay alignment: Director pay is largely fixed cash (2024 $125k) plus time-based RSUs ($62.5k grant, $62,336 fair value), with optional delayed settlement promoting long-term alignment; no performance metrics attached to director equity grants, consistent with director roles .
- Ownership alignment: 5x retainer stock ownership guideline applies to directors; policy states directors currently satisfy requirements; Mitchell holds vested deferred RSUs which settle post-service or upon change of control, reinforcing retention and alignment .
- Controlled company context: Advent owns ~58.2% of common stock; while this concentrates voting power, the company maintains fully independent Audit and CNG committees, mitigating typical risks of controlled structures .
Risk Indicators & RED FLAGS
- Controlled company risk: Advent control (>50%) can reduce minority shareholder influence; mitigated by independent committees but remains a structural risk .
- Related-party transactions: None in the last two fiscal years for directors and >5% holders; reduces conflict risk .
- Pledging/hedging: No pledging or hedging disclosures identified for Mitchell; stock ownership guideline enforces retention thresholds, but specific anti-pledging language not cited in available extracts .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes | For % (computed) | |---|---|---:|---:|---:|---:|---:| | Advisory vote on NEO compensation | 1,975,710 | 10,498 | 23,759 | 212,443 | 98.6% of votes cast (For ÷ (For+Against+Abstain)) |
High say-on-pay support indicates broad investor acceptance of compensation practices; not director-specific but relevant to overall governance climate .
Compensation Structure Analysis (Directors)
- Shift in mix: 2023 cash retainer $62,500 vs. RSU $125,000; 2024 cash retainer doubled to $125,000 while RSU grant halved to $62,500—greater guaranteed cash, lower equity-at-risk year-over-year .
- Equity grant sizing and pricing: 2024 RSU fair value per unit $15.35; outstanding RSUs and deferred settlement elections evidence long-term alignment rather than short-term performance-based equity .
- Consultants: Mercer LLC engaged by the CNG Committee; independence assessed with no conflicts—supports robust compensation governance .
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Members (2024) | John Deane (Chair), Michael McShane, W. Matt Ralls |
| Meetings (2024) | 4 |
| Independent consultant | Mercer LLC; independence affirmed; advised on director and executive compensation |
| Interlocks | None in 2024 |
Related Party Transactions
| Item | Disclosure |
|---|---|
| Policies | Audit Committee reviews/approves related-person transactions; disinterested review required |
| Transactions (last two fiscal years) | None involving directors, executive officers, or >5% holders |
Board Governance – Additional Context
| Item | Disclosure |
|---|---|
| Controlled company exemption | Advent >50% voting power; Board may adjust composition under exemption; Audit Committee independence unchanged |
| Cybersecurity oversight | Audit Committee receives periodic IT/cybersecurity updates; outside experts engaged; insurance maintained |
| ESG oversight | Board continues ESG oversight; policies maintained; 2024 ESG update on website |
Director Compensation Policy Details
| Element | 2024 Structure |
|---|---|
| Annual RSU grant | $62,500; vests ~1-year from grant; optional delayed settlement |
| Quarterly retention fee | $31,250 (cash) |
| Chair fees | Audit and CNG chairs: +$4,500 per quarter; Chairman of the Board: +$12,500 per quarter |
| Reimbursements | Travel and related expenses reimbursed |
Summary Implications for Investors
- Mitchell strengthens audit oversight with independent status and energy-operations expertise; engagement appears satisfactory given Board/committee meeting cadence and attendance thresholds .
- Pay structure is conventional for small-cap controlled companies, with higher cash retainer in 2024 and time-based RSUs; long-term alignment reinforced via 5x ownership guideline and deferred RSU settlement, though lack of performance-conditioned director equity is typical but not performance-linked .
- No related-party transactions and no committee interlocks in 2024, plus high say-on-pay support, indicate stable governance signals; controlled company status remains a notable structural consideration .