Oil States International, Inc DEF 14A, filed Mar 20, 2024

Oil States International, Inc (OIS)

DEF 14A 2024-03-20 For: 2024-05-07

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Added on June 12, 2026

About this DEF 14A

Oil States International, Inc filed this DEF 14A on March 20, 2024.

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☑			Filed by the Registrant			☐			Filed by a Party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Under Rule 14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


When:			9:00 a.m. central daylight time Tuesday, May 7, 2024

Web Address:			www.meetnow.global/MQ6F5X6


			Page

Notice of Annual Meeting of Stockholders			3

Proxy Summary			5
Item 1 – Election of Directo r s			7
Item 2 – Advisory Vote on Executive Compensation			9
Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm			10

Item 1: Election of Director s			11
Nominee s			11
Vote Required			11
Director Resignation Policy			11
Nominees and Directors Continuing in Office			12

Corporate Governance			20
Corporate Governance Guidelines			20
Selecting O ur Directors			20
Qualifications of Directors			21
Director Independence			22
Role and Responsibilities of the Board			22
Board Structure and Processes			25
Committees			25
Board and Committee Meetings; Attendance			29
Director Compensation			29

Item 2: Advisory Vote on Executive Compensation			32
Vote Required			32

Compensation Discussion and Analysis			33
Compensation Committee Report			49
Summary Compensation Table			50
Grants of Plan-Based Awards			52
Outstanding Equity Awards at 202 3 Fiscal Year End			54
Stock Vested			56
Nonqualified Deferred Compensation			57
Potential Payments Upon Termination or Change of Control			58
Pay Versus Performance			62
2023 CEO Pay Ratio			65
Equity Compensation Plan Information			66

Item 3 : Ratification of Appointment of Independent Registered Public Accounting Firm			67
Audit Fee Disclosure			67
Audit Committee Report			68
Vote Required			68

Security Ownership			69

Information About the Meeting and Voting			71
Solicitation			71
Quorum and Voting Rights			72
Stockholders Sharing the Same Address			73
Stockholder Proposals and Director Nominations			73

Appendix A			74



			IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2024: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE AT WWW.IR.OILSTATESINTL.COM/PROXY-MATERIALS.





TIME AND DATE Tuesday, May 7, 2024, 9:00 a.m. (central daylight time)	LOCATION Virtual Stockholder Meeting www.meetnow.global/MQ6F5X6	RECORD DATE March 13, 2024





IN PERSON ONLINE Attend the virtual annual meeting at www.meetnow.global/MQ6F5X6	BY MAIL Follow the instructions to mark, sign and date your proxy card	BY PHONE Use any touch-tone telephone to transmit your voting instructions 1-800-652-VOTE(8683)	BY INTERNET Use the internet to transmit your voting instructions www.investorvote.com/OIS


ITEM 1
						To elect the two (2) Class II members of the Board of Directors named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders. The term of the two current Class II directors will expire at the Annual Meeting. As further described beginning on page 11 of this Proxy Statement, the Board of Directors is currently comprised of seven members. The seven members are divided into three classes currently having two members in each of Class I and II, and three members in Class III. Each class is elected for a term of three years so that the term of one class of directors expires at each Annual Meeting of Stockholders.



						The Board of Directors recommends that stockholders vote “FOR” the election of each of the Class II director nominees named below.


ITEM 2
						To conduct an advisory vote to approve executive compensation. The Board of Directors believes Oil States’ executive compensation program closely links executive compensation to the execution of our strategy and accomplishment of our goals that coincide with stockholder objectives. We recommend that you review our Compensation Discussion and Analysis beginning on page 32, which explains in greater detail our executive compensation programs. While the outcome of this proposal is non-binding, the Board of Directors and Compensation Committee will consider the outcome of the vote when making future compensation decisions.




						The Board of Directors recommends a vote “FOR” the adoption, on an advisory basis, of the resolution approving the compensation of our Named Executive Officers.


Chief Executive Officer Compensation			All Other Named Executive Officers Compensation


ITEM 3
						To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. As further detailed beginning on page 67, our Board of Directors has ratified our Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.




						The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.



									Lloyd A. Hajdik Executive Vice President, Chief Financial Officer & Treasurer Age: 58


									Mr. Hajdik joined the Company in December 2013. He has served as our Executive Vice President, Chief Financial Officer and Treasurer since May 2016 and as our Senior Vice President, Chief Financial Officer and Treasurer from December 2013 to May 2016. Prior to joining the Company, he served as the Chief Financial Officer of GR Energy Services, LLC, a privately-held oilfield services entity, from September to November 2013. From December 2003 to April 2013, Mr. Hajdik served in various financial management roles with Helix Energy Solutions Group, Inc. (“Helix”), most recently as Senior Vice President – Finance and Chief Accounting Officer. Prior to joining Helix, Mr. Hajdik served in a variety of accounting and finance related roles of increasing responsibility with Houston-based companies, including NL Industries, Inc., Compaq Computer Corporation (now Hewlett Packard), Halliburton Company, Cliffs Drilling Company and Shell Oil Company. Mr. Hajdik was with Ernst & Young LLP in the audit practice from 1989 to 1995. He graduated Cum Laude with a B.B.A. from Texas State University. Mr. Hajdik is an Advisory Board Member for the Energy Workforce & Technology Council, a Certified Public Accountant, a member of the Texas Society of CPAs, the American Institute of Certified Public Accountants and Financial Executives International.



									Philip S. “Scott” Moses Executive Vice President and Chief Operating Officer Age: 56


									Mr. Moses joined the Company in August 1996. He has served as Executive Vice President and Chief Operating Officer since July 2022. From May 2021 to July 2022, he served as Executive Vice President, Offshore/ Manufactured Products and Downhole Technologies. From May 2016 to May 2021, he served as Executive Vice President, Offshore/ Manufactured Products. From July 2015 to May 2016 he served as President, Offshore/ Manufactured Products. From February 2013 to July 2015, Mr. Moses served as Senior Vice President, Offshore/ Manufactured Products having responsibility over all U.S. and international locations within that business segment. From February 2011 to February 2013, he served as Senior Vice President, Engineering and Industrial Products, Offshore Products. Since joining the Company immediately after attending college, Mr. Moses has held various engineering, project management and senior leadership roles engaged in product design, improving operational efficiencies, directing worldwide facility expansion efforts, and growing the Company through R&D initiatives as well as integrating several key acquisitions. Mr. Moses holds a B.S. in Mechanical Engineering from Texas A&M University.



									Brian E. Taylor Senior Vice President, Controller and Chief Accounting Officer Age: 61


									Mr. Taylor joined the Company in September 2016. He has served as our Senior Vice President, Controller and Chief Accounting Officer since February 2022 and as our Vice President, Controller and Chief Accounting Officer from September 2016 to February 2022. Prior to joining the Company, Mr. Taylor managed personal family investments from January 2015 to September 2016. From April 2012 to December 2014, Mr. Taylor served as Vice President and Chief Financial Officer of Conn’s, Inc., a specialty retailer. Mr. Taylor served as Finance Integration Manager for Schlumberger Limited from September 2010 to April 2012, following its acquisition of Smith International, Inc. From September 1999 through August 2010, he served in various financial management roles with Smith International, Inc., including Corporate Vice President and Controller. Mr. Taylor also served two years at Camco International, Inc. (also acquired by Schlumberger Limited) as its Director of Corporate Accounting and Worldwide Controller. He began his career at Arthur Andersen L.L.P., spending 10 years in its assurance practice. Mr. Taylor is a Certified Public Accountant and received a B.S. in Accounting from Louisiana State University.


CHIEF EXECUTIVE OFFICER

ALL OTHER NAMED EXECUTIVE OFFICERS


2023 COMPENSATION ELEMENTS			AMOUNT ($)
Annual Retainer			60,000
Attendance Fee for each Board and Committee Meeting			2,000
Chair of the Board Annual Retainer (paid 50% in cash and 50% in fully-vested shares of Company common stock)			100,000
Annual Retainer: Audit Committee Chair Audit Committee Member			20,000 10,000
Annual Retainer: Compensation Committee Chair Compensation Committee Member			15,000 5,000
Annual Retainer: Nominating, Governance and Sustainability Committee Chair Nominating, Governance and Sustainability Committee Member			15,000 5,000
Annual Equity Award (approximate value on date of award)			150,000


NAME	FEES EARNED OR PAID IN CASH ($)	STOCK AWARDS ($)(1)(2)	TOTAL ($)
Denise Castillo-Rhodes	86,000	150,002	236,002
Lawrence R. Dickerson	89,000	150,002	239,002
Darrell E. Hollek	109,000	150,002	259,002
Robert L. Potter	142,000	200,000	342,000
Christopher T. Seaver(3)	33,000	—	33,000
Hallie A. Vanderhider	98,000	150,002	248,002
E. Joseph Wright	90,000	150,002	240,002


NAME	GRANT DATE	STOCK AWARDS #	GRANT DATE FAIR VALUE ($)
Denise Castillo-Rhodes	May 9, 2023	21,708	150,002
Lawrence R. Dickerson	May 9, 2023	21,708	150,002
Darrell E. Hollek	May 9, 2023	21,708	150,002
Robert L. Potter	March 31, 2023(a)	1,501	12,503
	May 9, 2023	21,708	150,002
	June 30, 2023(a)	1,673	12,497
	September 30, 2023(a)	1,493	12,496
	December 31, 2023(a)	1,841	12,500
Hallie A. Vanderhider	May 9, 2023	21,708	150,002
E. Joseph Wright	May 9, 2023	21,708	150,002


NAME	UNVESTED STOCK AND DEFERRED STOCK UNIT AWARDS #	VESTED DEFERRED STOCK UNIT AWARDS #
Denise Castillo-Rhodes	21,708	—
Lawrence R. Dickerson	21,708	19,470
Darrell E. Hollek	21,708	—
Robert L. Potter	21,708	19,470
Hallie A. Vanderhider	21,708	—
E. Joseph Wright	21,708	—



			2023 CORPORATE/CONSOLIDATED ACCOMPLISHMENTS(1)

			•Grew consolidated revenues by 6% to $782 million •Generated net income of $13 million, up $23 million from a net loss reported in 2022 •Increased Adjusted EBITDA(1) by 19% to $88 million •Generated cash flow from operations of $57 million, net of $21 million in growth-driven investments in working capital •Invested in research and development toward products that support long-term growth and energy transition						•Expanded backlog in our Offshore/Manufactured Products segment by 8% to $333 million, supported by a 1.1x book-to-bill ratio •Repurchased $7 million of our common stock •Reduced net debt by $22 million, with net debt to Adjusted EBITDA ratio(1) of 1.0x at year-end •Consolidated and leveraged existing assets, personnel and infrastructure to support growth, with a full-time headcount increase of only 1%



	Year ended December,
(in millions)	2023		2022		Change

Revenues	$	782	$	738	$	44
Operating income(2)	23		3		20
Adjusted EBITDA(1)	88		74		14
Net income (loss)	13		(10)		23
Cash flow from operations	57		33		24
Capital expenditures	31		20		11
Proceeds from sales of property and equipment	5		6		(1)
Free cash flow(1)	31		18		13


2023 Corporate Short-term Incentive Award Results

Metric	Metric Weight		Attainment		Payout %		Weighted Payout %
Consolidated Adjusted EBITDA	75	%	90	%	75	%	56	%
Consolidated Cash Flow From Operations	25	%	97	%	92	%	23	%
Weighted Average Payout							79	%

Long-term Incentive Award Results for 2021-2023 Performance Period

Metric	Metric Weight		Attainment		Payout %		Weighted Long-term Payout %
Performance-Based Cash:
Three-year Relative TSR Payout	50	%	27th percentile		55	%	28	%
Performance-Based Stock:
Three-year Cumulative EBITDA Payout	50	%	168	%	200	%	100	%
Weighted Average Payout							128	%


NAMED EXECUTIVE OFFICER	Percent Increase During 2023		END OF YEAR FIVE YEAR BASE SALARY SUMMARY(1)
			2023	2022(2)		2021(3)		2020(3)		2019
Cindy B. Taylor	—	%	$ 925,000	$	925,000	$	850,000	$	765,000	$	850,000
Lloyd A. Hajdik	3.1	%	495,000	480,000		450,000		405,000		450,000
Philip S. Moses	3.1	%	495,000	480,000		425,000		360,000		400,000
Brian E. Taylor	3.0	%	350,200	340,000		300,500		270,450		300,500


	THRESHOLD	TARGET(1)	OVERACHIEVEMENT
Cindy B. Taylor	40.25%	115%	230%
Lloyd A. Hajdik	31.5%	90%	180%
Philip S. Moses	31.5%	90%	180%
Brian E. Taylor	17.5%	50%	100%


(IN MILLIONS)	CONSOLIDATED EBITDA(1) (75% WEIGHTING) ($)	CONSOLIDATED CASH FLOW FROM OPERATIONS(2) (25% WEIGHTING) ($)
Threshold	71.6	43.8
Target	95.4	58.4
Maximum	119.3	73.0

Actual Performance	86.0	56.6
Payout Achieved (%)	75%	92%


		FINANCIAL OBJECTIVES
		CONSOLIDATED EBITDA		CONSOLIDATED CASH FLOW FROM OPERATIONS
	TARGET INCENTIVE OPPORTUNITY AS % OF BASE SALARY	WEIGHT (%)	PAYOUT RESULT (%)	WEIGHT (%)	PAYOUT RESULT (%)	TOTAL 2023 INCENTIVE PAID AS % OF BASE SALARY	TOTAL 2023 INCENTIVE PAYOUT AS % OF TARGET
Cindy B. Taylor	115%	75	75	25	92	91%	79%
Lloyd A. Hajdik	90%	75	75	25	92	71%	79%
Philip S. Moses	90%	75	75	25	92	71%	79%
Brian E. Taylor	50%	75	75	25	92	39%	79%


	AICP TARGET AWARD ($)	AICP ACTUAL AWARD ($)	% OF BASE SALARY
Cindy B. Taylor	1,063,750	838,860	91%
Lloyd A. Hajdik	442,904	349,268	71%
Philip S. Moses	442,904	349,268	71%
Brian E. Taylor	172,746	136,225	39%


2021 PERFORMANCE SHARE UNIT GRANTS(1) (JANUARY 1, 2021 TO DECEMBER 31, 2023 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED)
≥$143.8 million	Overachievement	200	%
$115.0 million	Target	100	%
$86.3 million	Entry	50	%
<$86.3 million	Non Qualifying	—


2022 PERFORMANCE SHARE UNIT GRANTS(3) (JANUARY 1, 2022 TO DECEMBER 31, 2024 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED)
≥$220.9 million	Overachievement	200	%
$176.7 million	Target	100	%
$132.5 million	Entry	50	%
<$132.5 million	Non Qualifying	—


2023 PERFORMANCE SHARE UNIT GRANTS(3) (JANUARY 1, 2023 TO DECEMBER 31, 2025 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED)
≥$357.8 million	Overachievement	200	%
$286.2 million	Target	100	%
$214.7 million	Entry	50	%
<$214.7 million	Non Qualifying	—


2021(1) , 2022(2) and 2023(3) PERFORMANCE BASED RELATIVE TSR PERFORMANCE AWARD AS % OF GRANT VALUE (CASH-BASED)
75th Percentile	Top	200	%
50th Percentile	Middle	100	%
25th Percentile	Bottom	50	%
<25th Percentile	Non Qualifying	—


	Performance-Based Stock as Percent of Total Long-Term Incentive Grant	Proxy Reported Value of Performance-Based Awards on Date of Grant ($)	Performance Metrics	Performance Level Achieved	Realized Value of Performance-Based Awards on Date of Vest ($)
2019	33%	1,266,670	50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics	62% based on Relative TSR; 0% based on EBITDA CAGR	392,666
2020	50%	1,799,995	50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics	0% based on Relative TSR; 0% based on EBITDA CAGR	0
2021	50%	1,799,997	50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics	55% based on Relative TSR; 200% based on Cumulative EBITDA	2,221,633
2022	50%	1,799,997	50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics	Performance period in progress
2023	50%	1,800,004	50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics	Performance period in progress


	Metric	Achievement Level Through 12/31/2023		Reported Value on Date of Grant ($)	Realized Value at Vesting Date ($)
2021 Performance Awards Performance Period 1/1/2021- 12/31/2023	Relative TSR	55	%	900,000	495,000
	Cumulative EBITDA	200	%	899,997	1,726,633
2022 Performance Awards Performance Period 1/1/2022 - 12/31/2024	Relative TSR	67	%	900,000	Performance period in progress
	Cumulative EBITDA	90% of target in year two of performance period		899,997	Performance period in progress
2023 Performance Awards Performance Period 1/1/2023 - 12/31/2025	Relative TSR	133	%	900,000	Performance period in progress
	Cumulative EBITDA	30% of target in year one of performance period		900,004	Performance period in progress



What We Do						What We Don’t Do

100% independent Compensation Committee Performance-based compensation Balance of short- and long-term incentives Challenging stock ownership guidelines Consider peer group reports when establishing compensation Risk assessment Incentive recoupment policy for named executive officers Incentive clawback policy						NO hedging of our stock NO pledging of our stock NO employment agreements with NEOs NO excise tax gross-ups in post-2009 agreements NO excessive perquisites NO guaranteed bonuses NO repricing of underwater options


POSITION			MULTIPLE OF SALARY
Chief Executive Officer			5X
Executive Officers (Section 16)			2X