Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRER14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | MRC GLOBAL INC. |
Entity Central Index Key | 0001439095 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance Disclosure The following table sets forth certain compensation information for the Company’s two principal executive officers (“PEOs”) during the 2020-23 Pay vs. Performance (1) Value of Fixed $100 Year Summary Summary Compensation Compensation Average Non-PEO Average Non-PEO Total Philadelphia Net Income Adjusted 2023 — $6,653,695 — $ 3,144,397 $1,692,319 $1,130,373 $81 $107 $ 90,000,000 $250,000,000 2022 — $6,206,019 — $11,019,566 $1,633,774 $2,549,179 $85 $107 $ 75,000,000 $261,000,000 2021 $1,067,972 $5,922,877 -$ 103,009 $ 4,521,852 $1,491,918 $1,211,125 $50 $ 67 -$ 14,000,000 $146,000,000 2020 $8,436,273 — $2,407,746 — $1,113,767 $ 175,299 $49 $ 57 -$274,000,000 $ 97,000,000 (1) MRC Global’s first principal executive officer (“PEO”) for 2020-21 2021-23 2022-23 (2) For MRC Global’s first PEO, Andrew Lane, 2021 compensation actually paid reflects 2021 total compensation reported in Summary Compensation Table of $1,067,972 with the following modifications: (i) less the aggregate equity compensation reported in the 2021 Summary Compensation Table of $797,807 (ii) plus the aggregate change in equity fair value accrued for equity awards outstanding as of fiscal year-end year-end (3) For MRC Global’s second PEO, Robert Saltiel, 2023 compensation actually paid reflects 2023 total compensation reported in Summary Compensation Table of $6,653,695 with the following modifications: (i) less the aggregate equity compensation reported in the 2023 Summary Compensation Table of $4,914,551 (ii) plus the aggregate change in equity fair value accrued for equity awards outstanding as of fiscal year-end year-end year-end (4) The fair value as of the applicable fiscal year end (prior to vesting) for RSUs and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For 2020 and 2021, the PSUs vest at the end of a three-year performance period with payouts ranging from 0% - 200% for both the relative TSR component and the RANCE component. For 2022 and 2023, the PSUs vest at the end of a three-year period based on relative TSR performance for each of four periods with payouts ranging from 0% - 200%. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in the OSX index for 2020 through 2022 and the OIH index for 2023 (plus DNOW Inc. and, for 2022 and 2023, the Russell 2000 Index). With respect to the RANCE component, to the extent it becomes likely that the RANCE component will be above or below target, the number of shares for the RANCE component was adjusted to take into account the performance. (5) For MRC Global’s non-PEO year-end year-end year-end (6) Total shareholder return is based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. (7) The Board, and its Compensation & Human Capital Committee, determined that Adjusted EBITDA was the most important financial performance measure that the Company used to link compensation actually paid to our NEOs to financial performance for 2023. The Company and investors use Adjusted EBITDA to assess the performance of MRC Global’s business over time and against similar companies. Adjusted EBITDA directly impacts the executive annual cash bonus payments. We believe adjusted EBITDA provides investors a helpful measure for comparing our operating performance with the performance of other companies that may have different financing and capital structures or tax rates. We believe it is a useful indicator of our operating performance without regard to items, such as amortization of intangibles, which can vary substantially from company to company depending upon the nature and extent of acquisitions. | |||
Company Selected Measure Name | AdjustedEBITDA | |||
Named Executive Officers, Footnote | MRC Global’s other NEOs for 2020 were Kelly Youngblood, Daniel Churay, Grant Bates, Robert Stein and James Braun. MRC Global’s other NEOs for 2021 were Kelly Youngblood, Daniel Churay, Grant Bates, John Bowhay and Karl Witt. MRC Global’s other NEOs for 2022-23 | |||
Peer Group Issuers, Footnote | Total shareholder return is based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. | |||
Adjustment To PEO Compensation, Footnote | (2) For MRC Global’s first PEO, Andrew Lane, 2021 compensation actually paid reflects 2021 total compensation reported in Summary Compensation Table of $1,067,972 with the following modifications: (i) less the aggregate equity compensation reported in the 2021 Summary Compensation Table of $797,807 (ii) plus the aggregate change in equity fair value accrued for equity awards outstanding as of fiscal year-end year-end (3) For MRC Global’s second PEO, Robert Saltiel, 2023 compensation actually paid reflects 2023 total compensation reported in Summary Compensation Table of $6,653,695 with the following modifications: (i) less the aggregate equity compensation reported in the 2023 Summary Compensation Table of $4,914,551 (ii) plus the aggregate change in equity fair value accrued for equity awards outstanding as of fiscal year-end year-end year-end | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,692,319 | $ 1,633,774 | $ 1,491,918 | $ 1,113,767 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,130,373 | 2,549,179 | 1,211,125 | 175,299 |
Adjustment to Non-PEO NEO Compensation Footnote | (5) For MRC Global’s non-PEO year-end year-end year-end | |||
Compensation Actually Paid vs. Total Shareholder Return | The following graphs show the relationship between MRC Global’s cumulative total shareholder return since December 31, 2019 each year through the end of 2023 and the cumulative total shareholder return of the companies in the Philadelphia Oil Services Index as well as Compensation Actually Paid as set forth in the Pay vs Performance Chart above. For further information see page 18 of the Company’s Annual Report on Form 10-K | |||
Compensation Actually Paid vs. Net Income | The following graph shows the relationship between each of Net Income and adjusted EBITDA and compensation actually paid for our PEOs and the average of the other NEOs in each year. Compensation actually paid does not reflect the compensation that the NEOs will ultimately realize as it includes changes in unvested equity value. | |||
Compensation Actually Paid vs. Company Selected Measure | The following graph shows the relationship between each of Net Income and adjusted EBITDA and compensation actually paid for our PEOs and the average of the other NEOs in each year. Compensation actually paid does not reflect the compensation that the NEOs will ultimately realize as it includes changes in unvested equity value. | |||
Tabular List, Table | The following table sets forth the most important financial performance measures, which in the Company’s assessment, represent the most important financial performance measures used by the Company to link compensation actually paid to its executive officers, including the NEOs, during 2023. 2023 Compensation Performance Measures Adjusted EBITDA TRIR LWDR 3-Year 3-Year 1-Year | |||
Total Shareholder Return Amount | $ 81 | 85 | 50 | 49 |
Peer Group Total Shareholder Return Amount | 107 | 107 | 67 | 57 |
Net Income (Loss) | $ 90,000,000 | $ 75,000,000 | $ (14,000,000) | $ (274,000,000) |
Company Selected Measure Amount | 250,000,000 | 261,000,000 | 146,000,000 | 97,000,000 |
Incentive | $ 530,000 | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | TRIR | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | LWDR | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | 3-Year RANCE, adjusted for LIFO | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | 3-Year Relative TSR | |||
Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | 1-Year Relative TSR | |||
Andrew Lane [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 1,067,972 | $ 8,436,273 | ||
PEO Actually Paid Compensation Amount | $ (103,009) | $ 2,407,746 | ||
PEO Name | Andrew Lane | Andrew Lane | ||
Robert Saltiel [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 6,653,695 | $ 6,206,019 | $ 5,922,877 | |
PEO Actually Paid Compensation Amount | $ 3,144,397 | 11,019,566 | $ 4,521,852 | |
PEO Name | Robert Saltiel | Robert Saltiel | ||
Salary | $ 860,000 | |||
PEO | Andrew Lane [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (950,935) | |||
PEO | Andrew Lane [Member] | Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 797,807 | 6,862,393 | ||
PEO | Andrew Lane [Member] | Change In Equity Fair Value Accrued For Equity Awards Outstanding As Of Fiscal YearEnd [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (972,078) | 1,784,801 | ||
PEO | Andrew Lane [Member] | Plus the Aggregate Change in Equity Fair Value up to Any Applicable Vesting Event for Equity Awards Vesting During the Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 598,904 | |||
PEO | Robert Saltiel [Member] | Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,914,551 | 3,578,576 | 4,804,408 | |
PEO | Robert Saltiel [Member] | Change In Equity Fair Value Accrued For Equity Awards Outstanding As Of Fiscal YearEnd [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,447,076 | 8,104,077 | 3,403,383 | |
PEO | Robert Saltiel [Member] | Plus the Aggregate Change in Equity Fair Value up to Any Applicable Vesting Event for Equity Awards Vesting During the Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (41,823) | 288,045 | ||
Non-PEO NEO | Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 940,740 | 643,889 | 780,052 | 463,921 |
Non-PEO NEO | Change In Equity Fair Value Accrued For Equity Awards Outstanding As Of Fiscal YearEnd [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 333,487 | 1,461,652 | 439,798 | (341,654) |
Non-PEO NEO | Plus the Aggregate Change in Equity Fair Value up to Any Applicable Vesting Event for Equity Awards Vesting During the Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 45,307 | $ 97,642 | $ 59,462 | $ (132,893) |