W. Matt Ralls
About W. Matt Ralls
W. Matt Ralls (age 75) is an independent director of NCS Multistage Holdings and has served on the board since March 2017. He is a former Executive Chairman (2014–2016) and CEO/President (2009–2014/2013) of Rowan Companies plc, and previously served as Senior Vice President & CFO (2001–2005) and Executive Vice President & COO (2005–2007) of GlobalSantaFe Corporation through its merger with Transocean in 2007 . He is designated an independent director under Nasdaq rules via board committee disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rowan Companies plc | Executive Chairman | Apr 2014 – Apr 2016 | Led board oversight post-CEO tenure |
| Rowan Companies plc | Chief Executive Officer | Jan 2009 – Apr 2014 | CEO leadership of offshore driller |
| Rowan Companies plc | President & CEO | Jan 2009 – Apr 2013 | Executive leadership |
| GlobalSantaFe Corporation | Executive Vice President & Chief Operating Officer | 2005 – 2007 | Senior operating role through merger with Transocean in 2007 |
| GlobalSantaFe Corporation | Senior Vice President & Chief Financial Officer | 2001 – 2005 | Senior finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cabot Oil & Gas Corporation | Director (prior) | Not disclosed | Prior U.S. public company board |
| Pacific Drilling S.A. | Director (prior) | Not disclosed | Prior public company board |
| Superior Energy Services, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Rowan Companies plc | Director (prior) | Not disclosed | Prior public company board |
| American Petroleum Institute | Board (prior) | Not disclosed | Industry association governance |
| National Oceanic Industries Association | Board (prior) | Not disclosed | Industry association governance |
| International Association of Drilling Contractors | Board (prior) | Not disclosed | Industry association governance |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation, Nominating & Governance (CNG) Committee .
- Expertise designation: The board has determined Mr. Ralls qualifies as an “audit committee financial expert” under SEC rules (Item 407(d)(5) of Regulation S-K) .
- Independence: The board has affirmatively determined he is independent under Nasdaq rules; independent designation is shown in the committee matrix .
- Attendance and engagement: The board met 16 times in 2024; each director attended at least 75% of board and relevant committee meetings. Audit Committee met 4 times and CNG Committee met 4 times in 2024 .
- Executive sessions: Non-management directors meet regularly in executive session; the Chair presides when present .
- Control considerations: Advent controls a majority of voting power and therefore controls election of directors, a structural consideration for minority shareholders .
Fixed Compensation
Director compensation for fiscal 2024 (non-employee director):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | 2024 reported amount for Ralls |
| Stock Awards (grant-date fair value) | 62,336 | 2024 RSU grant ASC 718 fair value; per-share grant value $15.35 disclosed for director RSUs |
| Total | 187,336 | Sum of cash and stock for 2024 |
Additional program terms for non-employee directors in 2024:
- Quarterly retention fee of $31,250 (annualized $125,000); annual RSU award $62,500 vesting approximately one year after grant; chairs of Audit and CNG each receive an additional $4,500 quarterly; Chairman of the Board receives an additional $12,500 quarterly; reasonable travel expenses reimbursed .
Performance Compensation
| Incentive Type | Vesting / Terms | Performance Metrics |
|---|---|---|
| Director RSUs | Time-based; vest on approximately one-year anniversary; settlement may be deferred at director’s election | None disclosed for director RSUs (time-based only) |
- Company-level incentive compensation clawback policy (administered by CNG Committee) compliant with Nasdaq listing standards and Exchange Act Section 10D; applies to certain current and former executive officers upon a required financial restatement .
Other Directorships & Interlocks
- Prior public company directorships: Cabot Oil & Gas, Pacific Drilling S.A., Superior Energy Services, Rowan Companies plc .
- Compensation committee interlocks: None—no executive officers served on other companies’ boards/comp committees with reciprocity during 2024 .
Expertise & Qualifications
- Audit committee financial expert; seasoned CEO/CFO/COO with extensive oil and gas services experience .
- Board skills matrix indicates: past/present CEO, CFO, oil & natural gas industry, engineering/technology, sales/marketing, international experience, and other U.S. public company board experience among board skills associated with Ralls .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 2,588 | As of March 28, 2025; less than 1% of outstanding |
| Ownership % of outstanding | <1% | Company denotes “* Represents beneficial ownership of less than 1%” |
| RSUs outstanding (director) | 20,917 | As of Dec 31, 2024 |
| RSUs vested (subset of above) | 16,856 | As of Dec 31, 2024; remaining RSUs implied unvested |
| Stock ownership guidelines | 5x annual cash retainer for non-employee directors; five-year compliance window | All directors and NEOs currently satisfy guidelines; eligible securities include actual shares, RSUs (including vested deferred) and earned but unvested PSUs |
- No share pledging disclosed for Mr. Ralls; beneficial ownership table includes any securities deemed outstanding within 60 days per SEC rules .
- Insider trading policy requires pre-clearance for certain individuals and restricts trading while aware of MNPI; more detail in 10-K exhibit reference .
Governance Assessment
Strengths
- Independent director with deep industry and financial expertise; designated audit committee financial expert; serves on Audit and CNG committees, supporting board oversight of financial reporting and pay/governance .
- Active engagement: Board and committees met frequently in 2024; each director met at least 75% attendance threshold .
- Alignment mechanisms: Director pay includes annual equity; ownership guideline of 5x retainer, and the company reports all directors currently satisfy guidelines .
- Conflicts oversight: No related person transactions in the last two fiscal years; no compensation committee interlocks in 2024 .
- Shareholder-aligned practices: Company highlights no repricing of underwater options and maintains a compliant clawback policy (though clawback is executive-focused) .
Watch items / potential red flags
- Controlled company dynamics: Advent controls a majority of voting power and therefore controls director elections, which can limit minority shareholder influence on board composition and oversight priorities .
- Per meeting fees are paid in addition to retainers (policy statement), though specific per-meeting amounts are not disclosed; continued monitoring warranted to ensure pay-for-service remains balanced .
Related-Party/Conflicts Summary
- The company reports no related person transactions during the last two completed fiscal years .
- No pledging of company shares by Mr. Ralls is disclosed in the beneficial ownership footnotes .
Director Compensation Structure Notes
- 2024 cash/equity mix for Mr. Ralls reflects $125,000 cash and $62,336 stock awards; RSUs are time-based with one-year vesting and optional deferred settlement, supporting retention and alignment with shareholders .