NCS Multistage Holdings, Inc. Stock Compensation Disclosure
Note 14. Share-Based Compensation
Equity Incentive Plan
We maintain an equity incentive plan for the benefit of our employees, directors and other service providers, the 2017 Equity Incentive Plan (the “2017 Plan”). Our previous equity incentive plan, the 2012 Equity Incentive Plan (the “2012 Plan”), terminated on December 20, 2022, provided that any outstanding awards remain outstanding in accordance with the terms of the applicable award agreement.
The 2017 Plan provides for awards of stock options, stock appreciation rights, restricted stock awards, RSUs, stock awards and performance awards. Awards under the 2017 Plan may be granted to any employee, non-employee director, consultant or other personal service provider of NCS. The 2017 Plan is administered by a plan administrator, which is the Compensation, Nominating and Governance Committee or such other committee of the Board or the Board as a whole, in each case as determined by the Board. The maximum aggregate number of shares available to be issued under the 2017 Plan is 876,626 shares. As of December 31, 2025, the total number of shares available for future issuance under the 2017 Plan is 281,854 shares.
Restricted Stock Units
We account for RSUs granted to employees at fair value, which we measure as the closing price of our common stock on the date of grant, and we recognize the compensation expense in the financial statements over the requisite service period. The RSUs granted to our employees generally vest over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The RSUs granted to the nonemployee members of our Board generally vest on or around the -year anniversary of the grant date and either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control.
The following table summarizes RSU activity during the year ended December 31, 2025:
|
| Weighted Average Grant Date Fair Value | |||||||
| Non-vested at December 31, 2024 | 72,100 | $ | 25.44 | |||||
| Granted | 81,188 | 25.13 | ||||||
| Vested | (57,746 | ) | 25.60 | |||||
| Forfeited | (7,251 | ) | 27.93 | |||||
| Non-vested at December 31, 2025 | 88,291 | $ | 25.10 | |||||
The total value of RSUs that vested and were released was $1.4 million and $1.3 million during the years ended December 31, 2025 and 2024. For 2025 and 2024, the income tax benefit recognized for RSUs was $0.3 million and $0.2 million, respectively. As of December 31, 2025, there was $1.1 million of total unrecognized compensation cost related to RSUs, which we expect to recognize over a weighted average period of year, and there are 53,488 vested RSUs that have not been released.
Equivalent Stock Unit Awards
When ESUs are granted to employees, they are valued at fair value, which we measure at the closing price of our common stock on the date of grant. Since ESUs are settled in cash, we record a liability which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs granted to our employees generally vest and settle over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee of the Board.
The following table summarizes ESU activity during the year ended December 31, 2025:
| Number of Awards | Weighted Average Grant Date Fair Value | |||||||
| Non-vested at December 31, 2024 | 277,728 | $ | 18.88 | |||||
| Granted | 55,154 | 25.41 | ||||||
| Vested | (113,553 | ) | 21.66 | |||||
| Forfeited | (22,805 | ) | 19.97 | |||||
| Non-vested at December 31, 2025 | 196,524 | $ | 18.99 | |||||
During the years ended December 31, 2025 and 2024, we paid $3.1 million and $1.0 million, respectively, upon settlement of the ESUs. As of December 31, 2025, the total liability for ESUs was .0 million.
PSUs are granted to certain executives and provide for the recipients to receive a grant of shares of common stock based upon the achievement of certain performance goals over a specified period established by the Compensation, Nominating, and Governance Committee. The number of PSUs ultimately issued is dependent upon our total shareholder return relative to our performance peer group (“relative TSR”) over a -year performance period. Each PSU associated with the March 2025 and March 2024 awards will settle for between and 1.25 shares of our common stock in the first quarter of 2028 and 2027, respectively. The threshold performance level ( percentile relative TSR) earns 50% of the target PSUs, the mid-point performance level ( percentile relative TSR) earns 100% of the target PSUs and the maximum performance level ( percentile relative TSR) or greater earns 125% of the target PSUs. For the PSUs granted in March 2023 and November 2022, each PSU will settle for between and shares of our common stock. The threshold performance level (th percentile relative TSR) starts to earn PSUs, the mid-point performance level (th percentile relative TSR) earns 100% of the target PSUs and the maximum performance level ( percentile relative TSR) or greater earns 200% of the target PSUs.
The outstanding PSUs grant date fair values were measured using a Monte Carlo simulation with the following assumptions and the resulting weighted-average grant date fair value per share:
| March 2025 | March 2024 | March 2023 | November 2022 | |||||||||||||
| Grant date | March 4, 2025 | March 7, 2024 | March 2, 2023 | November 1, 2022 | ||||||||||||
| Performance period | January 1, 2025 to December 31, 2027 | January 1, 2024 to December 31, 2026 | January 1, 2023 to December 31, 2025 | January 1, 2023 to December 31, 2025 | ||||||||||||
| Volatility | 51.8 | % | 63.5 | % | 75.2 | % | 95.6 | % | ||||||||
| Risk-free interest rate | 3.9 | % | 4.3 | % | 4.6 | % | 4.4 | % | ||||||||
| Expected dividends | — | % | — | % | — | % | — | % | ||||||||
| Grant date price | $ | 24.54 | $ | 15.35 | $ | 24.49 | $ | 30.50 | ||||||||
| Weighted-average fair value per share | $ | 24.29 | $ | 15.27 | $ | 36.02 | $ | 49.52 | ||||||||
The following table summarizes PSU activity during the year ended December 31, 2025:
| Number of Awards | Weighted Average Grant Date Fair Value | |||||||
| Non-vested at December 31, 2024 | 93,061 | $ | 26.87 | |||||
| Granted | 32,507 | 24.29 | ||||||
| Vested (1) | (36,904 | ) | 44.52 | |||||
| Forfeited | — | — | ||||||
| Non-vested at December 31, 2025 | 88,664 | $ | 18.58 | |||||
| (1) | The conditions for the November 2022 and March 2023 PSU grants were satisfied based on our total shareholder return performance. As a result, these awards will vest above the base number of units reflected in the table above and will be released in March 2026. |
As of December 31, 2025, there was $0.9 million of total unrecognized compensation cost related to PSUs, which we expect to recognize over a weighted average period of year.
Stock options were previously granted to our officers, key employees, and Board but have not been awarded since 2017. Stock options generally vested annually in equal increments over or years and have a 10-year term. We estimated the fair value of each option grant using the Black-Scholes option-pricing model. The Black-Scholes option pricing model required estimates of key assumptions based on both historical information and management judgment regarding market factors and trends, including the expected volatility of the price of our stock, the risk-free rate, the expected term of the options and the expected dividend yield of our common stock.
The following table summarizes stock option activity during the year ended December 31, 2025:
| Total Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Outstanding at December 31, 2024 | 2,292 | $ | 249.42 | 1.40 | ||||||||
| Expired during the year | (769 | ) | 236.40 | |||||||||
| Outstanding at December 31, 2025 | 1,523 | $ | 255.99 | 0.91 | ||||||||
| Exercisable as of December 31, 2025 | 1,523 | $ | 255.99 | 0.91 | ||||||||
Aggregate intrinsic value represents the difference between our estimated fair value of common stock and the exercise price of outstanding in the money options. As of December 31, 2025, we had no outstanding in the money options and no outstanding and exercisable aggregate intrinsic values. No options were exercised during the years ended December 31, 2025 and 2024.
Total Share Based Compensation Expense
The following table summarizes share-based compensation expense recognized in SG&A expense in our consolidated statements of operations and our related tax benefit for the years ended December 31, 2025 and 2024, respectively (in thousands):
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Restricted stock units | $ | 1,486 | $ | 1,631 | ||||
| Equivalent stock units | 3,699 | 2,466 | ||||||
| Performance stock unit awards | 1,020 | 1,116 | ||||||
| Total share-based compensation expense | $ | 6,205 | $ | 5,213 | ||||
| Related income tax benefit | $ | 652 | $ | 322 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 10, 2025 | |
| 2023 | Mar 8, 2024 | |
| 2022 | Mar 7, 2023 | |
| 2021 | Mar 8, 2022 | |
| 2020 | Mar 8, 2021 | |
| 2019 | Mar 3, 2020 | |
| 2018 | Mar 8, 2019 | |
| 2017 | Mar 9, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.