Michael Jardon
EXPRO GROUP HOLDINGSAbout Michael Jardon
Michael Jardon is President and Chief Executive Officer of Expro Group Holdings N.V. (XPRO) and an executive director, roles he has held since October 2021; he is 55 years old and holds a B.S. in Mechanical Engineering and Mathematics from the Colorado School of Mines . Under his tenure, Expro’s 2024 revenue rose 13.2% year over year to $1,712.8 million, with net income of $51.9 million (versus a 2023 net loss), and Adjusted EBITDA increased by $98.5 million year over year to $347.4 million, aided by the Coretrax acquisition contribution of $88.2 million to revenue . The company’s 2024 short‑term incentive plan paid at 55.25% of target based on performance against Adjusted EBITDA, Free Cash Flow, safety (TRCF) and ESG metrics, demonstrating explicit pay‑for‑performance linkage . The Pay‑Versus‑Performance table indicates a $100 initial investment value of 40.20 for 2024 TSR (versus 103.72 for the peer group), while 2021–2023 values were 46.26, 58.45, and 51.45 respectively, highlighting multi‑year relative TSR headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expro Group Holdings N.V. | President & CEO; Executive Director | Oct 2021–present | Not disclosed |
| Expro Group Holdings International Limited (Legacy Expro) | CEO | Apr 2016–Oct 2021 | Not disclosed |
| Expro Group Holdings International Limited (Legacy Expro) | COO | ~2011–Apr 2016 (five years prior to CEO) | Not disclosed |
| Vallourec | President, North America (commercial, R&D leadership) | Three years (dates not provided) | Not disclosed |
| Schlumberger | VP Well Testing & Subsea (N. & S. America) and senior roles in wireline, completions, well testing, subsea | 1992–2008 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in 2025 DEF 14A | — | — | No current external public company directorships disclosed for Jardon in the biography |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Annual Incentive Paid ($) |
|---|---|---|---|---|
| 2024 | 1,000,000 | 125% | 1,250,000 | 690,625 |
Notes:
- Base salary for Jardon was unchanged in 2024; merit adjustments applied to some other NEOs, not to Jardon .
Performance Compensation
Annual Short‑Term Incentive (STI) – 2024 Design and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Achievement |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $323M | $363M | $411M | $347M | 40.25% |
| Free Cash Flow | 35% | $122M | $142M | $159M | $96M | 0% |
| TRCF (safety) | 10% | 1.12 | 1.06 | n/a | 1.05 | 10.0% |
| ESG (CO2e reduction vs 2021) | 5% | 1000 tonnes | 1140 tonnes | n/a | 3,537 tonnes | 5.0% |
| Total Payout | — | — | — | — | — | 55.25% |
Notes:
- Following the May 2024 Coretrax acquisition, STI targets for Adjusted EBITDA and Free Cash Flow were increased to reflect the combined company .
- No discretion was applied to individual NEO payouts under the plan .
Long‑Term Incentives (LTI) – 2024 Grants and Terms
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Key Vesting/Performance Terms |
|---|---|---|---|---|
| PRSUs | 2/22/2024 | 134,930 | 3,508,180 | 3‑year performance period ending 12/31/2026; payout based on relative TSR vs SPDR S&P Oil & Gas Equipment & Services ETF (XES); delivered Feb 2027; negative TSR caps payout at 100% |
| RSUs | 2/22/2024 | 89,953 | 1,737,892 | Time‑based RSUs vest one‑third on Feb 22, 2025/2026/2027 (continuous employment required) |
Additional PRSU context:
- Relative TSR payout curve: 25th percentile = 50% of target; 50th = 100%; 75th = 150%; 90th+ = 200%; negative TSR capped at 100% .
- October 2021 PRSUs (3 one‑year performance segments) paid out at 21.3% of target with delivery in Feb 2025 .
Option Awards (Outstanding at 12/31/2024)
| Exercisable Options (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 782,103 | — | 17.08 | 02/04/2028 | Assumed from Legacy Expro; vested pursuant to IRR thresholds |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,020,288 shares; less than 1% of outstanding |
| Unvested RSUs | 176,049 units; $2,195,331 market value at $12.47 (12/31/2024 close) |
| Unvested PRSUs (at target) | 413,444 units; $5,155,647 market value at $12.47 (12/31/2024 close) |
| Options | 782,103 exercisable; $17.08 strike; 02/04/2028 expiry |
| Shares Acquired on Vesting (2024) | 61,892 shares; $1,180,746 value realized (aggregate) |
| Ownership Guidelines (CEO) | 5x annual base salary; all NEOs either compliant or within grace period |
| Hedging/Pledging | Prohibited by Insider Trading Policy; policy filed with 2024 Form 10‑K |
Vesting and potential selling pressure:
- Time‑based RSUs vest in equal one‑third tranches on February 22, 2025/2026/2027; PRSUs granted in 2023 and 2024 are scheduled to be delivered in February 2026 and February 2027, respectively, following performance measurement through 12/31/2025 and 12/31/2026; vesting/delivery windows may create periodic tax‑related sell‑to‑cover activity .
Employment Terms
| Provision | Without CIC (Qualifying Termination) | With CIC (Qualifying Termination within 24 months) |
|---|---|---|
| Cash Severance | 2.0x (highest base salary in prior 6 months + average of last two annual bonuses); paid in 10 monthly installments | 3.0x (CIC Base Salary + CIC Base Salary × highest target bonus %) paid in 10 monthly installments |
| Bonus Treatment | Earned but unpaid prior‑year bonus paid | Pro‑rata target bonus for year of termination paid |
| COBRA/Health | $12,500 lump sum | $22,500 lump sum |
| Outplacement | Up to $7,500 reimbursed | Up to $15,000 reimbursed |
| Equity Treatment | As per Employment Agreement; accelerated or continued vesting as applicable | Accelerated vesting; PRSUs at greater of actual performance through termination or 100% target |
| Restrictive Covenants | Confidentiality, IP, non‑compete, non‑solicit, non‑disparagement; release required |
Scenario values as of 12/31/2024 (stock $12.47):
- Involuntary termination: Cash $4,055,000; COBRA $12,500; Outplacement $7,500; Total $4,075,000 (equity acceleration not included except as described in footnote) .
- CIC + involuntary termination: Cash $8,000,000; Accelerated equity $7,350,978; COBRA $22,500; Outplacement $15,000; Total $15,388,478 .
Notes:
- Jardon is not a participant in the Company’s CIC Severance Plan or Executive Retention and Severance Plan; his Employment Agreement governs .
- Clawback/recoupment policies consistent with NYSE Rule 10D‑1; additional recoupment policy maintained .
Performance & Track Record
Company Financial Performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total revenue ($000s) | 1,279,418 | 1,512,764 | 1,712,802 |
| Net income (loss) ($000s) | (20,145) | (23,360) | 51,918 |
| Adjusted EBITDA ($000s) | 206,233 | 248,880 | 347,403 |
Highlights:
- 2024 revenue +$200.0 million (+13.2%) vs 2023; Coretrax contributed $88.2 million of revenue .
- 2024 net income of $51.9 million vs 2023 net loss of $23.4 million .
- 2024 Adjusted EBITDA +$98.5 million vs 2023 .
Total Shareholder Return (Value of $100 Initial Investment)
| Year | Company TSR | Peer Group TSR |
|---|---|---|
| 2021 | 46.26 | 63.42 |
| 2022 | 58.45 | 102.76 |
| 2023 | 51.45 | 109.63 |
| 2024 | 40.20 | 103.72 |
Board Governance
- Structure: One‑tier board; only a non‑executive director may serve as Chair; the current Chair is non‑executive, which mitigates CEO/Chair dual‑role concerns .
- Jardon board role: Executive director since 2021; no committee memberships .
- Board activity and attendance: In 2024, the Board held 6 meetings; each director attended at least 75% of Board and committee meetings .
- Compensation Committee: Members include Eileen G. Whelley (Chair), Robert W. Drummond, and Eitan Arbeter; committee engages an independent outside consultant .
- Say‑on‑Pay: 96% approval at the 2024 annual meeting .
- Director compensation and alignment: Non‑employee directors receive ~$225,000 total (cash + RSUs), with additional committee/chair fees; 5x cash retainer stock ownership guideline for directors .
Compensation Structure Analysis
- Cash vs equity mix: In 2024, Jardon’s total compensation of $6,962,497 included $1,000,000 salary, $690,625 annual incentive, and $5,246,072 in stock awards, indicating a high at‑risk equity component .
- LTI design shift and risk profile: Current LTI is 60% PRSUs (relative TSR vs XES) and 40% time‑based RSUs with 3‑year ratable vesting, emphasizing retention and relative performance; legacy options remain outstanding from the 2021 merger but no new options were reported for 2024 .
- Target changes and rigor: Post‑Coretrax acquisition, the Compensation Committee raised 2024 Adjusted EBITDA and Free Cash Flow targets, evidencing higher performance hurdles; nevertheless, FCF under‑achievement drove zero payout for that component .
- Governance safeguards: No single‑trigger CIC payments, no option repricing, no tax gross‑ups on CIC benefits; hedging and pledging of Company stock are prohibited; clawback and additional recoupment policies in place .
Director Compensation (Context for Dual Role)
- As an employee (CEO), Jardon does not receive additional director compensation; the non‑employee director compensation framework (cash + RSUs + committee fees) applies only to non‑executive directors .
- Independence: Jardon serves as an executive director (not independent); the Chair is non‑executive per Dutch law, which addresses CEO‑Chair independence concerns .
Employment Terms (Severance & CIC Economics) – Summary Table
| Scenario (as of 12/31/2024) | Cash ($) | Accelerated Equity ($) | COBRA ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination | 4,055,000 | — | 12,500 | 7,500 | 4,075,000 |
| CIC + Involuntary Termination | 8,000,000 | 7,350,978 | 22,500 | 15,000 | 15,388,478 |
Investment Implications
- Pay‑for‑performance alignment: 2024 STI paid at 55.25% of target, tightly tracking under/over‑performance on EBITDA, FCF, TRCF, and ESG metrics; LTI is majority PRSUs linked to relative TSR, with payout capped at 100% when TSR is negative, promoting shareholder alignment and risk control .
- Retention and vesting overhang: Concentrated RSU/PRSU vesting and delivery windows in late February (2025–2027) may create periodic sell‑to‑cover flows; 2021–2024 awards and continued three‑year PRSU cycles support retention but cluster potential trading around those dates .
- Ownership and incentives: Jardon’s beneficial ownership is under 1%, with significant unvested RSUs/PRSUs; CEO ownership guideline of 5x salary and hedging/pledging prohibitions reinforce alignment while reducing financing risk from pledged shares .
- Downside protections and CIC costs: Double‑trigger CIC benefits (3x salary+target bonus, equity acceleration at greater of target or actual) create a material payout on change‑of‑control with termination; investors should factor potential ~$15.4 million package at 12/31/2024 prices into deal modeling .
- Execution track record: 2024 revenue and Adjusted EBITDA growth, a swing to net income, and Coretrax contribution underscore operational progress; however, multi‑year TSR underperformance versus peers remains a key overhang embedded directly in PRSU metrics .