SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934 (Amendment No. )
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OIL STATES INTERNATIONAL, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Annual Meeting of Stockholders year ending December 31, 2024 (Item 3 - see page 67); 3. Methods The Oil States Board of Directors • ION Geophysical Corp. • W&T Offshore, Inc. • Murphy Oil Corporation • Chairman, Great Lakes Dredge & Dock Company • Exterran Corporation • Chairman, McCoy Global Inc. Our Compensation Philosophy values actually paid from year-to-year, particularly given the highly cyclical nature of the energy services industry. The following table summarizes Denise Castillo-Rhodes and E. Joseph Wright as Class II directors. unable to serve as a director, the shares represented by proxies will be voted for the election of a substitute nominated by the Board of Directors to replace such mix of skills and attributes of directors on the Board; (5) whether, by accepting the resignation, the Company will no longer be in compliance with any applicable law, rule, regulation, or governing instrument; and (6) whether accepting the resignation would be in the best interests of the Company and its stockholders. 26, 2024. that are independent from management, that the Board of Directors adequately performs its function as the overseer of management and to help ensure that the interests of the Board of Directors and management are aligned with the interests of the Company’s stockholders. •The Nominating, Governance and Sustainability Committee, the Chair of the Board, or another member of the Board identifies a need to add a new Board member who meets specific criteria or to fill a vacancy on the Board of Directors. Qualifications of Directors •the person’s reputation and integrity; The following table notes the breadth and variety of business experience that each of our directors bring to the Company. . required by the NYSE, the Board of Directors has made a subjective determination as to each independent director that no material relationships exist The results of the risk Guidelines.” specifically permitted for directors and officers, our policy does not specifically address prepaid variable forward contracts, equity swaps, collars or exchange funds, however entry into any of these would, in practice, be considered entry into a hedging transaction under our policy, and therefore would be prohibited. result of such employee’s fraud or misconduct, resulting in a material misstatement contained in the Company’s financial statements, which results in a restatement of these financial statements. Corporate Code of Business Conduct and Ethics the peer group. Based on this review, in early 2023, the Compensation Committee recommended, and the Board of Directors approved, changes to the director's compensation program to maintain positioning relative to market benchmarks. The changes included increasing annual retainers for the non-employee Board members and committee chairs as well as increasing the annual equity award value. The last increase in director compensation was in 2012. Stockholders. Upon vesting, the restricted stock is released to the director. If a director elects to defer the issuance of common stock related to the restricted deferred stock unit award to a specified future date, the underlying common stock is not issued to the director until such date. 2023. contributions. Additional details regarding the Deferred Compensation Plan are contained within the sections below titled “Deferred Compensation” and “Nonqualified Deferred Compensation.” The table below summarizes the compensation paid by the Company to non-employee directors for the Advisory Vote on Executive Compensation •Attract, motivate, reward and retain key employees and executive talent required to achieve corporate strategic plans; and practices for our Named Executive Officers In selecting comparison companies, the Compensation Committee considered various factors including each company’s participation in the energy services sector as well as annual revenues, assets, enterprise value, market capitalization, career. difficult in specific situations to maintain the appropriate balance. When designing Compensation Committee makes an independent judgement with respect to compensation levels for each of Ms. C. Taylor's Named Executive Officers direct reports. Ms. C. Taylor does not provide input or participate in the review or determination of her own compensation. An explanation of the individual pay elements of our executive officer compensation program and the impact of performance on each element is Base Salary Short-term Incentives drive Company Performance measures are selected and weighted by management and the Compensation Committee annually to give emphasis to performance criteria that drive Company performance and for which participants have influence. consolidated liquidity metric previously used. For 78% above 2022 actual results, thereby creating stretch goals for management. Time-based restricted stock awards, which are three-year period. Higher-level positions will generally have a greater percentage of their total compensation at risk and based on longer-term incentives which are performance-based. The size of long-term incentive grants will vary from year to year and Performance-Based Awards. The performance-based awards represent the right to receive shares of the Company’s common stock or cash in the future, subject to forfeiture conditions and achieving the identified performance objectives. The performance-based stock awards do not entitle their recipient to the right to vote, receive dividends or to any other privileges or rights of a stockholder of the Company until such time as shares of Company common stock are delivered to the recipient following vesting of the The vesting of performance-based awards The Company offers a standard range of health and welfare benefits to all employees including executives. These benefits include: medical, prescription drug, vision and dental coverages, life insurance, accidental death and dismemberment insurance, short and long-term disability insurance, paid parental leave, flexible spending accounts, employee assistance, business travel accident insurance and 529 college savings plans. Named Executive The Company does not offer a defined benefit retirement plan. The Company does offer a defined contribution 401(k) retirement plan to substantially all of its U.S. employees. first 4% employee contribution and 50% match on the next 2% Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) that permits eligible employees and directors to elect to defer all or a part of their cash compensation (base and/or incentives) from the Company until the termination of their status as an employee or director or in the event of a change of control. Employees, including our Named Executive Officers, that participate in the Deferred Compensation Plan do not receive any additional compensation other than the employer match (as discussed above) on compensation deferred equivalent to what would have been matched in the Company’s 401(k) plan, absent certain IRS limitations. A deferral election may provide for deferring different forms or levels of compensation (base salary and/or incentive compensation) during the year. Directors who elect to participate in the Deferred Compensation Plan do not receive any matching contributions. Additional details regarding the Deferred Compensation Plan are contained within the section below titled “Nonqualified Deferred Compensation.” compensation (base salary and/or incentive compensation) during the year. Participating employees are eligible to receive from the Company a matching deferral under the Deferred Compensation Plan that is intended to compensate them for contributions they could not receive from the Company under the 401(k) plan due to the various limits imposed on 401(k) plans by U.S. federal income tax laws. Directors who elect to participate in the Deferred Compensation Plan do not receive any matching contributions. Participants in the Deferred Compensation Plan are able to invest contributions made to the Deferred Compensation available under our 401(k) Plan, no above market or preferential earnings are provided under the Deferred Compensation Plan. As such, no earnings or losses on Deferred Compensation Plan amounts are reported in the Summary Compensation table. Detailed below is a summary of activity in the Deferred Compensation Plan for each Named Executive Officer. event of death of a consenting participant, the Company will directly terminations, early retirement, retirement, for Cause termination and in the event of disability or death of the executive are the same as other salaried employees, other than with respect to the potential death benefit for participants in the Deferred Compensation Plan described above in the “Nonqualified Deferred Compensation” section. through such Any other withdrawals by the participant will be made in good faith compliance with Section 409A limitations. disabled or dies, then the performance-based award will vest upon the occurrence of such event at the greater of “target” levels or a “determined percentage” of target. The determined Shown in the table below are potential payments upon the assumed (i) involuntary not for Cause termination of our Named Executive Officers other than during the 24-month period following a Change of Control, or (ii) involuntary not for Cause termination or termination by the Named Executive Officer for “Good Reason,” in either case, during Control of the Company occurring as of December 31, Although some amounts may represent actual dollars paid to our For To determine the annual total compensation of our median employee and our 2023: Board of Directors is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. order to verify that the provision of such services does not impair the Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be offered the opportunity to make a statement, if such representatives desire to do so. The representatives of Ernst & Young LLP will also be available to answer questions and discuss matters pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements in our Annual Report on Form 10-K for the year ended December 31, Audit Committee Report the entity’s procedures. If you return your signed proxy to us before Choosing to receive your future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the Quorum and Voting Rights in street name and you do not give voting instructions to your broker, pursuant to NYSE Rule 452, your broker will not be permitted to vote your shares with respect to “Item 1: Election of Directors”, and “Item 2: Advisory Vote on Executive Stockholders Sharing the Same Address If you received householded mailing this year and you would like to have additional copies of the 26, 2024. however, that in the event that the date of the us, unless Rule 14a-19 provides for an earlier date, in which case, such earlier date shall apply.Table
Three Allen Center, 333 Clay Street, Suite 4620
Houston, Texas 77002ContentsOIL STATES INTERNATIONAL, INC.NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo Be Held on May 8, 201820182024 Annual Meeting of Stockholders (the "Annual Meeting") of Oil States International, Inc., a Delaware corporation (the “Company”), which will be held atvirtually. There will be no in-person meeting.When: Web Address: www.meetnow.global/MQ6F5X6 Two Allen Center, 1200 Smith Street, 12th Floor, Forum Room, Houston, Texas, 77002,Annual Meeting is to consider and act on the 8th dayfollowing:May, 2018 at 9:00 a.m. central daylight time (the “Annual Meeting”the Board of Directors named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders (Item 1 - see page 11),;following purposes:•To elect the two (2) Class II members of the Board of Directors named in the Proxy Statement to serve until the 2021 Annual Meeting of Stockholders (Item 1 - see page 10);•To conduct an advisory vote to approve executive compensation (Item 2 - see page 25);•To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 (Item 3 - see page 47);•To approve the Oil States International, Inc. 2018 Equity Participation Plan (Item 4 - see page 49); and•To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.itemsItems 1, 2 3 and 4.14, 201813, 2024 as the record date"Record Date" for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
Corporate Secretary
Houston, Texas
March 26, 2024meeting.Annual Meeting. Please complete, sign and return a proxy card, or use the telephone or internet voting systems.A copy of2017 Annual Review and 2017 Annual ReportMeeting, you will need to review the information included on Form 10-K accompanies this Notice and Proxy Statement and is availableyour notice, on your proxy card or on the websiteinstructions that accompanied your proxy materials.below.on page 6.By Order of the Board of DirectorsSincerely,
William E. MaxwellCorporate SecretaryHouston, TexasMarch 23, 2018IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2018: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD, THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, AND THE COMPANY’S 2017 ANNUAL REVIEW ARE AVAILABLE AT HTTP://WWW.IR.OILSTATESINTL.COM/PROXY.CFM
3 Page 03Proxy Summary05050709Item 4 – Approval of the 2018 Equity Participation Plan09101010101114Corporate Governance17171717181820212323252526353637384040414446Performance Graph464747Vote Required4848Item 4: Approval of the 2018 Equity Participation Plan4950Security Ownership5759Related Party Disclosure60Information About the Meeting and Voting 6161626363644 2018 Proxy Statement4 2024 Proxy Statement 20182024 Annual Meeting of Stockholders (the “Annual Meeting”), you should review the entire Proxy Statement carefully. References to “Oil States,” “we,” “us,” “our” and the “Company” mean Oil States International, Inc. and its consolidated subsidiaries, unless the context otherwise indicates or requires. For more complete information regarding our 20172023 performance, please review the Company’s 20172023 Annual Report on Form 10-K(the (the “Form 10-K”).2017 Annual Review and the Company’s 2017 Annual Report on Form 10-K areis being provided to stockholders together with this Proxy Statement and form of proxy beginning on or about March 23, 2018.2018 ANNUAL MEETING OF STOCKHOLDERSTime and Date:
8, 2018,7, 2024, 9:00 a.m. (Central Daylight Time)Location:Two Allen Center, 1200 Smith Street, 12th Floor (Forum Room), Houston, Texas 77002Record Date:
March 14, 2018Methods:
BY MAILBY PHONEBY INTERNET ONLINE in Houston, Texasat www.meetnow.global/MQ6F5X6
www.investorvote.com/OIS5 telephone and internet voting deadlineAnnual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.is 10:59 p.m.online and submit your questions during the meeting by visiting www.meetnow.global/MQ6F5X6. You also will be able to vote your shares online by attending the Annual Meeting by webcast.on May 7, 2018. leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.beneficial holder (e.g.registered stockholder (i.e., you hold your shares in street name)through our transfer agent, Computershare), you shoulddo not need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the notice or proxy card that you received.voting instruction form providedAnnual Meeting virtually on the internet.bankattach an image of your legal proxy, tolegalproxy@computershare.comorderthe meeting. We encourage you to vote.access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call (888) 724-2416 or (781) 575-2748 for international.6 2024 Proxy Statement 20212027 Annual Meeting of Stockholders.1011 of this Proxy Statement, the Board of Directors is currently comprised of eightseven members. The eightseven members are divided into three classes currently having threetwo members in each of Class I and Class III,II, and twothree members in Class II.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.FOR”FOR” the election of each of the Class II director nominees named below.5
PROXY SUMMARY23, 2018. Committees Name and Principal Occupation Age DirectorSince Independent Other Current Public
Company Boards Audit Compensation Nominating
& Corporate
GovernanceClass II Directors
(Nominees to serve until 2021) S. James Nelson, Jr.
Former Vice Chairman, Cal Dive International, Inc. (now Helix Energy Solutions Group, Inc.) 75 2004 Yes Member William T. Van Kleef
Former Executive Vice President and Chief Operating Officer, Tesoro Corporation 66 2006 Yes • Noble Energy, Inc. Chair Class III Directors
(Term Expiring in 2019) Mark G. Papa
Chairman, Oil States International, Inc.
Chairman and Chief Executive Officer, Centennial Resource Development, Inc.
Advisor, Riverstone Holdings LLC
Former Chairman and Chief Executive Officer, EOG Resources, Inc. 71 2001 Yes • Chairman, Centennial Resource Development, Inc. Member Member Robert L. Potter (1)
Former President, FMC Technologies, Inc. 67 2017 Yes • None Chair Member Stephen A. Wells 74 1996 Yes • None Member Chair Former Chairman, Oil States International, Inc. President, Wells Resources, Inc. Class I Directors
(Term Expiring in 2020) Lawrence R. Dickerson (2)
Former Director, President and Chief Executive Officer, Diamond Offshore Drilling, Inc. 65 2014 Yes Member Christopher T. Seaver
Former Chairman and Chief Executive Officer, Hydril Company 69 2008 Yes Member Cindy B. Taylor
President and Chief Executive Officer, Oil States International, Inc. 56 2007 No • AT&T Inc. (1)Mr. Potter served on the Audit Committee from his appointment in July 2017 to February 2018, at which time he rotated off the Audit Committee to become the Chair of the Compensation Committee. Mr. Potter was appointed to serve on the Nominating & Corporate Governance Committee in July 2017 and continues to serve in that capacity.(2)Mr. Dickerson rotated from the Audit Committee to the Compensation Committee in July 2017.6 2018 Proxy StatementCOMMITTEES NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR
SINCEINDEPENDENT OTHER CURRENT PUBLIC
COMPANY BOARDSA C NG&S CLASS II DIRECTORS
(NOMINEES TO SERVE UNTIL 2027)
Chief Financial Officer, Texas Medical Center63 2021 
Former Director, Executive Vice President and Chief Operating Officer, Concho Resources, Inc.64 2018 CLASS III DIRECTORS
(TERM EXPIRING IN 2025)
Former Executive
Vice President, Operations,
Anadarko Petroleum Corporation67 2018 
Chair, Oil States International, Inc.
Former President,
FMC Technologies, Inc.73 2017
Former Managing Director,
SFC Energy Partners66 2019 CLASS I DIRECTORS
(TERM EXPIRING IN 2026)
Former Director, President
and Chief Executive Officer,
Diamond Offshore Drilling, Inc.71 2014
President and
Chief Executive Officer,
Oil States International, Inc.62 2007 A Audit Committee C Compensation Committee NG&S Nominating, Governance and Sustainability Committee Chair Member 7 
PROXY SUMMARY
Director Independence Gender Diversity Director Skills and Experience 
Executive Leadership 
7 
Financial Experience 
7 
Energy/Oilfield
Services
6 Director Tenure 
Outside Board
Experience
6 
International
Operations
4 
Past or Present CFO 
4 
Past or Present CEO 
2 Our Directors bring leadership skills and experience in areas relevant to Oil States implemented corporate governance policies and guidelines that the Board of Directors believes are consistent with Oil States’ values, and that promote the effective functioning of the Board, its committees and the Company. The Corporate Governance section of this Proxy Statement beginning on page 1720 describes our governance framework, which includes the following:Size of
BoardSeparate Independent Chair and Governance InformationCEO RolesSize of Board8Board Risk Assessment
OversightYesStock Ownership
Guidelines for Directors
and Executive Officers7 Yes Yes Yes Number of
Independent Directors7Independent Directors
Meet in Executive
SessionCode of Conduct for
Directors, Officers
and EmployeesYesAnti-Hedging and
Pledging PoliciesSeparate Chair and CEO6Yes Yes Incentive Compensation Clawback PolicyYes Board Meetings Held in 20178Stock Ownership Guidelines for Directors and Executive OfficersYesIndependent Directors Meet in Executive SessionYesAnti-Hedging and Pledging PoliciesYesStockholder Engagement Annual Board and
Committee EvaluationsYesIncentive Compensation Recoupment and
Clawback PoliciesFinancial Code of Ethics
for Senior OfficersYes Yes Yes Yes 8 2024 Proxy Statement 26,32, 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.FOR”FOR” the adoption, on an advisory basis, of the resolution approving the compensation of our Named Executive Officers.7 PROXY SUMMARYOil States’The Company’s compensation programs are designed to provide compensation that:
Reinforces the relationship between strong individual performance of executives and business results Aligns the interests of our executives with the long-term interests of our stockholders Neither promotes overly conservative actions or excessive risk taking performance-basedat risk compensation, including both short- and long-term incentives. The following charts depict elements of the target compensation for the CEOChief Executive Officer and collectively for the other Named Executive Officers of the Company.
CHIEF EXECUTIVE OFFICER 
EXECUTIVE OFFICERS
9 RealizedActual Paid Values of Executive CompensationNEOs.Named Executive Officers. Because a significant portion of the NEOs’Named Executive Officers’ compensation is performance-based (79%at risk (72% to 84%83% for 2023 as shown above), the target values established at the date of award may vary substantially from the actual pay that may be realized.summary compensation tableSummary Compensation Table of our Proxy Statement. “Realized compensation” for any given year is calculated by adding together: actual base salary paid, total annual non-equity incentive planStatement which reflects equity awards at grant date values. As further described and detailed under "Pay versus Performance" beginning on page 62, “actual compensation paid,paid” values presented in the valuetables below were determined in accordance with the requirements of service-based and performance-based restricted stock awards that vestedItem 402(v) of Regulation S-K, which requires the Company to make certain adjustments to equity compensation amounts reported in the Summary Compensation Table (including unrealized gains (losses) during the year based on unvested equity awards) in an effort to more closely reflect amounts actually earned by the closing price of the Company’s common stock on the day of vesting, the value of any stock options that were exercised in that year based on the actual price of the Company’s common stock at the time of exercise as compared to the grant date exercise price of the option, and the actual value of all other compensation earned in the year.8 2018 Proxy Statement
Named Executive Officers. PROXY SUMMARYreported"reported compensation" values for our CEOChief Executive Officer and collectivelycollective average for the other NEOs compensation,Named Executive Officers, as compared to realized"actual compensation paid" values as offor the years ended December 31, 20162020, 2021, 2022 and 20172023 (in thousands):
(1)Chief Executive Officer Compensation Our CEO’s 2016 realized compensation included $1.1 million related to the vested value of performance-based equity awards granted in 2013 that were converted into time-based restricted stock awards in connection with the 2014 spinoff of our accommodations business. Reported and realized non-equity incentive plan compensation for the Company’s CEO was $0.4 million in 2016 and $1.1 million in 2017.All Other Named Executive Officers Compensation(2)
Our other NEOs’ 2016 realized compensation included $0.9 million related to the vested value of performance-based equity awards granted in 2013 that were converted into time-based restricted stock awards in connection with the 2014 spinoff of our accommodations business. Reported and realized non- equity incentive plan compensation for the Company’s other NEOs was $0.8 million in 2016 and $1.6 million in 2017.
2018.2024. 47,67, our Board of Directors has ratified our Audit Committee’s appointment of Ernst & Young LLP as Oil States’the Company’s independent registered public accounting firm for the year ending December 31,2018, 2024, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.athat stockholders vote“FOR”this item.To approveFOR” the Oil States International, Inc. 2018 Equity Participation Plan.The Board believes that a stock ownership promotesratification of the alignmentappointment of interests of our employees and directors, withthose of our stockholders.As further detailed beginning on page 49, we are asking our stockholders to approveErnst & Young LLP as the Oil States International, Inc.2018 Equity Participation Plan (the “Plan”) to replaceCompany’s independent registered public accounting firm for the Oil States International, Inc. 2001 Equity Participation Plan (the“Prior Plan”). On February 14, 2018, our Board of Directors adopted, subject to stockholder approval, the Plan reservingtwo million shares for issuance pursuant to awards thereunder. A total of 870,537 shares remain available for issuanceunder the Prior Plan as ofyear ending December 31, 2017 (470,080 as of February 28, 2018). The proposed adoption of the Plan willallow us to continue to fully utilize equity incentive compensation as a means of aligning the interests of participants withthose of our stockholders and providing participants with further incentives for outstanding performance. As a result, webelieve strongly that the adoption of the Plan is important to our ability to recruit and retain executive officers, directorsand key employees with outstanding ability and experience, and to our long-term growth and financial success.2024.The Board of Directors recommends a vote“FOR”the approval of Oil States International, Inc. 2018Equity Participation Plan.910 2024 Proxy Statement Tableeightseven members. The eightseven members are divided into three classes currently having two members in each Class I and II, and three members in each of Class I and Class III, and two members in Class II.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.20192025 Annual Meeting of Stockholders and the term of the Class I directors will expire at the 20202026 Annual Meeting of Stockholders.Two directors are to be elected to serve as Class II directors at the Annual Meeting. & Corporate Governance and Sustainability Committee, the Board of Directors has nominated S. James Nelson, Jr.Denise Castillo-Rhodes and William T. Van KleefE. Joseph Wright to fill the two expiring Class II positions on the Board of Directors, to hold office for three-year terms expiring at the Annual Meeting of Stockholders in 2021, and2027, or until their respective successors havehis or her successor has been duly elected and qualified, or until theirhis or her earlier death, resignation or removal. Each of theThe director nominees, Messrs. NelsonDenise Castillo-Rhodes and Van KleefE. Joseph Wright, presently serve as Class II directors. Stockholder nominations will not be accepted for filling Board of Directors seats at the Annual Meeting becauseMessrs. NelsonDenise Castillo-Rhodes and Van KleefE. Joseph Wright are “independent” as that term is defined by the applicable New York Stock Exchange (the “NYSE”) listing standards. See “— Director“Director Independence” below for a discussion of director independence determinations. The proxy (unless otherwise directed, revoked or suspended) will be voted FORBoard of Directors recommends that stockholders vote “FOR” the election of the two nominees for director.nominee.& Corporate Governance and Sustainability Committee following certification of the stockholder vote.& Corporate Governance and Sustainability Committee shall promptly consider the resignation offer and make a recommendation to the Board of Directors as to whether the resignation should be accepted. In making this recommendation, the Nominating, & Corporate Governance and Sustainability Committee will consider all factors deemed relevant by its members including, without limitation: (1) the underlying reasons why stockholders may have “withheld”Any director who changes his or her employer or otherwise has Thereafter, the Board will promptly disclose the material findings of its decision-making process and its decision as to whether to accept the director’s resignation offer (or, if applicable, the reason(s) for rejecting the resignation offer) in a significant change in job responsibilities shall give written noticeForm 8-K furnished to the Nominating & Corporate Governance Committee, specifying the details, as soon as feasible. Any director who changes his or her employer or otherwise has a significant change in job responsibilities shall also proffer his or her resignation to the Board. The Board, through the Nominating & Corporate Governance Committee, shall review the matter in order to evaluate the continued appropriateness of such director’s membership on the Board and each applicable Board committee under these circumstances, taking into account all relevant factors and may accept or reject a proffered resignation.
10 2018 Proxy Statement11 TableContents ITEM 1NOMINEES AND DIRECTORS CONTINUING IN OFFICEtwo nominees for election to the Class II positions onof the Board of Directors as of March 23, 2018.Re-ElectionElection at the Annual Meeting for a Term Expiring in 20212027 (Class II Directors)S. JAMES NELSON, JR.Age: 75Director since: 2004Independent Director NomineeIn 2004,S. James Nelson, Jr.retired, after 15 years of service, from Cal Dive International, Inc. (now known as Helix Energy Solutions Group, Inc. (NYSE:HLX), a marine contractor and operator of offshore production facilities, where he was a founding stockholder and director from 1990 to 2004, Chief Financial Officer from 1990 to 2000, and Vice Chairman from 2000 to 2004. From 1985 to 1988, Mr. Nelson was a Senior Vice President and Chief Financial Officer of Diversified Energies, Inc. From 1980 to 1985, Mr. Nelson served as Chief Financial Officer of Apache Corporation (NYSE: APA), an oil and gas exploration and production company. From 1966 to 1980, Mr. Nelson was employed with Arthur Andersen L.L.P., where, from 1976 to 1980, he was a partner serving on the firm’s worldwide oil and gas industry team. Mr. Nelson is a director and a member of the audit committee of ION Geophysical Corp. (NYSE: IO), a seismic services provider; and a director of W&T Offshore, Inc. (NYSE: WTI), an oil and gas exploration and production company where he is also a member of the audit and governance committees. From 2010 to 2012 he was a member of the board of directors and audit and compensation committees of Genesis Energy, L.P. (NYSE: GEL), a U.S-based mid-stream pipeline transportation, refinery services, industrial gases and supply and logistics master limited partnership. From 2005 to 2008, he was a member of the board of directors and audit and compensation committees of Quintana Maritime Ltd., an international provider of dry bulk cargo marine transportation services. He received a B.S. in Accounting from Holy Cross College and a M.B.A. degree from Harvard University. Mr. Nelson is also a Certified Public Accountant.Committees:Audit WILLIAM T. VAN KLEEFAge: 66Director since: 2006Independent Director NomineeWilliam T. Van Kleefserved in executive management positions at Tesoro Corporation (“Tesoro”) (NYSE: TSO) from 1993 until he retired in March 2005, most recently serving as Tesoro’s Executive Vice President and Chief Operating Officer. During his tenure at Tesoro, Mr. Van Kleef held various positions, including President, Tesoro Refining and Marketing, and Executive Vice President and Chief Financial Officer. Before joining Tesoro, Mr. Van Kleef, a Certified Public Accountant, served in various financial and accounting positions with Damson Oil from 1982 to 1991 most recently as Senior Vice President and Chief Financial Officer. Mr. Van Kleef serves on the board of directors, and is Chairman of the audit committee as well as a member of the corporate governance and nominating committee of Noble Energy, Inc. (NYSE: NBL), an independent oil and gas company.Committees:Audit (Chair)11
Attributes, Skills and Experience 
Executive Leadership 
Outside Board Experience 
High Level of Financial Experience 
Present CFO 12 2024 Proxy Statement TableContentsDirectors
Since February of 2021, Mr. Wright has served as an independent partner of Geneses Capital Management, LLC. In January 2019, Mr. Wright retired from Concho Resources Inc. (“Concho”), an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties, where he most recently served as Executive Vice President and Chief Operating Officer. He served as a director of Concho from May 2017 to January 2021. Since joining Concho from its formation in 2004, Mr. Wright held a variety of leadership positions, including Senior Vice President and Chief Operating Officer and Vice President of Engineering and Operations. As Executive Vice President and Chief Operating Officer, he oversaw Concho’s drilling and completion programs, as well as its government, regulatory affairs and human resources functions. Prior to Concho, Mr. Wright was Vice President of Operations and Engineering of Concho Oil & Gas Corp. from its formation in 2001 until its sale in 2004. From 1997 to 2001, he was Vice President of Operations of Concho Resources Inc., a predecessor company to Concho Oil & Gas Corp. Mr. Wright has also worked in several operations, engineering and capital markets positions at Mewbourne Oil Company. He holds a Bachelor of Science degree in Petroleum Engineering from Texas A&M University. Attributes, Skills and Experience Executive Leadership 
Energy/Oilfield Services Financial Experience Outside Board Experience ITEM 113 2019)MARK G. PAPAAge: 71Director since: 2001 (Independent Chairmansince February 2016)Independent Chairman of the BoardMark G. Papaserved as Chairman of the Board and Chief Executive Officer of EOG Resources, Inc. (NYSE: EOG), an oil and gas exploration and production company, from August 1999 until December 2013 when he retired. He served as a member of EOG’s Board of Directors until December 2014. From February 1994 to August 1999, he held a number of management positions with EOG Resources, Inc. Mr. Papa is currently an Advisor with Riverstone Holdings LLC as well as Chief Executive Officer and Chairman of the Board of Centennial Resource Development, Inc. (NASDAQ: CDEV), an independent oil producer. He has a petroleum engineering degree from the University of Pittsburgh and a M.B.A. degree from the University of Houston.Committees:Compensation, Nominating & Corporate Governance ROBERT L. POTTERAge: 67Director since: July 2017Independent DirectorRobert L. Potterserved as President of FMC Technologies, Inc., a global provider of technology solutions for the energy industry, from August 2012 until November 2013 when he retired. Mr. Potter joined FMC in 1973 after his graduation from Rice University with a degree in Commerce. He served in a number of sales management roles in North America and overseas (Middle East, Europe, and Africa). Subsequently, he held numerous operations management roles responsible for multiple manufacturing facilities throughout North and South America. In 2001, Mr. Potter was appointed as Vice President of Energy Processing and corporate officer following FMC Technologies split from FMC Corporation. In that role, Mr. Potter was responsible for multiple global businesses focused on downstream energy applications. In 2007, he was appointed Senior Vice President of Energy Processing and Global Surface Wellhead and then in 2010 to Executive Vice President of Energy Systems where he was responsible for FMC’s upstream and downstream portfolio. Mr. Potter previously served on the compensation committee and nominating and governance committee of Tidewater, Inc. Mr. Potter is a former chairman of the board for the Petroleum Equipment & Services Association and a former member of the board of directors of the National Ocean Industries Association. He is a current member of the Council of Overseers for the Jones Graduate School of Business at Rice University.Committees:Compensation (Chair) as of February 2018, Nominating & Corporate Governance, Audit from July 2017 to February 201812 2018 Proxy Statement
2025)
Nominating, Governance and Sustainability (Chair)Mr. Hollek served as Executive Vice President, Operations of Anadarko Petroleum Corporation (“Anadarko”), an independent oil and natural gas exploration and production company with operations onshore and offshore the United States, and internationally in Africa and South America until he retired in 2017. His responsibilities included U.S. onshore exploration, production and midstream activities along with Gulf of Mexico and international operations. During his 38-year career at Anadarko, Mr. Hollek held a number of senior leadership positions, including Executive Vice President, U.S. Onshore Exploration and Production, Senior Vice President, Deepwater Americas Operations and Vice President of Gulf of Mexico and Worldwide Deepwater Operations. Mr. Hollek holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. Attributes, Skills and Experience Executive Leadership Energy/Oilfield Services Financial Experience 
International Operations 14 2024 Proxy Statement TableContents ITEM 1STEPHEN
Nominating, Governance and SustainabilityMr. Potter served as President of FMC Technologies, Inc. (“FMC”), a global provider of technology solutions for the energy industry, from August 2012 until November 2013 when he retired. Mr. Potter joined FMC in 1973 after his graduation from Rice University with a degree in Commerce. He served in a number of sales management roles in North America and overseas (Middle East, Europe, and Africa). Subsequently, he held numerous operations management roles responsible for multiple manufacturing facilities throughout North and South America. In 2001, Mr. Potter was appointed as Vice President of Energy Processing and a corporate officer following FMC Technologies split from FMC Corporation. In this role, Mr. Potter was responsible for multiple global businesses focused on downstream energy applications. In 2007, he was appointed Senior Vice President of Energy Processing and Global Surface Wellhead and then in 2010 to Executive Vice President of Energy Systems where he was responsible for FMC’s upstream and downstream portfolio. Mr. Potter is a former chair of the board for the Petroleum Equipment & Services Association and a former member of the board of directors of the National Ocean Industries Association. He is a current member of the Board of Advisors for the Jones Graduate School of Business at Rice University. Attributes, Skills and Experience Executive Leadership Energy/Oilfield Services Outside Board
ExperienceFinancial Experience International Operations 15 
WELLSVanderhiderMs. Vanderhider served as Managing Director of SFC Energy Partners, a private equity firm, from January 2016 to June 2022, when she retired. Previously, Ms. Vanderhider served as Managing Partner of Catalyst Partners LLC, a merchant banking firm providing financial advisory and capital services to the energy and technology sectors, from August 2013 to May 2016. She served for ten years as President, Chief Operating Officer and member of the board of Black Stone Minerals Company, L.P., where prior to becoming President in 2007, she served as Executive Vice President and Chief Financial Officer. Prior to Black Stone, Ms. Vanderhider served as Chief Financial Officer for EnCap Investments from 1994 to 2003. Before joining EnCap, Ms. Vanderhider served as Chief Accounting Officer of Damson Oil Corp. She received a B.B.A. in Accounting from the University of Texas at Austin and is a Certified Public Accountant. Attributes, Skills and Experience Executive Leadership Age: 74Director since: 1996 (served as IndependentChairman from May 2006 to February 2016)Energy/Oilfield Services Past CFO High Level of
Financial ExperienceOutside Board Experience 16 2024 Proxy Statement Independent DirectorStephen A. Wellsis the PresidentWells Resources, Inc., a privately-owned oil, natural gas and ranching company, and has served in that position since 1983. From October 1993 to February 1996, he was a director and Chief Executive Officer of Coastwide Energy Services, Inc., a Gulf Coast marine terminal operator. From March 1992 to September 1994, he was a director and Chief Executive Officer of Grasso Corporation, an oil and gas production management services company. Mr. Wells served as a director and a member of the audit and executive committees of Pogo Producing Company, an oil and gas exploration and production company until it was acquired in November 2007.Committees:Compensation, Nominating & Corporate Governance (Chair)2020)2026)LAWRENCE
DICKERSONDickerson
Murphy Oil CorporationMr. Dickerson retired in March 2014 as President and Chief Executive Officer of Diamond Offshore Drilling, Inc., an offshore drilling company. During his 34-year career at Diamond, Mr. Dickerson held a number of senior positions, including Chief Operating Officer and Chief Financial Officer. He holds a B.B.A. from the University of Texas. Attributes, Skills and Experience Executive Leadership Age: 65Director since: 2014Energy/Oilfield Services 
Past CEO Independent DirectorLawrence R. Dickersonis the retired President and Chief Executive Officer of Diamond Offshore Drilling, Inc. (NYSE:DO). During his 34-year career at Diamond, Mr. Dickerson held a number of senior positions, including Chief Operating Officer and Chief Financial Officer. Previously, he was a director of Global Industries, Ltd. where he served as chairman of the audit and compensation committees and was the Chairman of Hercules Offshore, Inc., a now liquidated offshore drilling contractor. Mr. Dickerson is currently a director of Murphy Oil Corporation (NYSE:MUR), an independent oil and gas company. He has been a director of Great Lakes Dredge & Dock Company (NASDAQ: GLDO), a marine dredge engineering company, since January 2017 and was elected to Chairman effective February 1, 2018. He holds a BBA from the University of Texas and he is a Certified Public Accountant.Committees:Compensation as of July 2017, Audit until July 2017CHRISTOPHER T. SEAVERHigh Level of Financial Experience Age: 69Director since: 2008International Operations Past CFO Independent DirectorChristopher T. Seaverserved as the President and Chief Executive Officer and a director of Hydril Company (“Hydril”) from February 1997 until Hydril was acquired in May 2007, at which point he retired. Mr. Seaver served as Chairman of Hydril from November 2006 to May 2007. From 1993 until 1997, Mr. Seaver served as President of Hydril. Mr. Seaver joined Hydril in 1985 and served as Executive Vice President in charge of Hydril’s premium connection and pressure control businesses prior to February 1993. Prior to joining Hydril, Mr. Seaver was a corporate and securities attorney for Paul, Hastings, Janofsky & Walker, and was a Foreign Service Officer in the U.S. Department of State with postings in Kinshasa, Republic of Congo and Bogota, Colombia. Mr. Seaver was a director and member of the audit and nominating & corporate governance committees of Exterran Holdings, Inc., a company that sells, operates and maintains compression equipment used in the oil and gas industry worldwide, from October 2008 until November 2015, when Exterran Holdings, Inc. spun out Exterran Corporation (NYSE: EXTN). Mr. Seaver became a director of Exterran Corporation in October 2015 and currently serves on the audit, compensation and nominating & corporate governance committees. Since December 2010, Mr. Seaver has served on the board of directors of McCoy Global Inc. (TSX: MCB) and served on the audit committee until becoming Chairman in May 2014. McCoy Global Inc. manufactures pipe handling equipment, principally tongs, for the oil and gas sector in Canada and internationally. He holds a B.A. in economics from Yale University and M.B.A. and J.D. degrees from Stanford University.Committees:Audit13Outside Board Experience
Ms. Taylor is the Chief Executive Officer and President of Oil States and is a member of the Company’s Board of Directors. She has held these positions for 16 years since assuming the role in May 2007. From May 2006 until May 2007, Ms. Taylor served as President and Chief Operating Officer of Oil States and served as Senior Vice President—Chief Financial Officer and Treasurer prior to that. From August 1999 to May 2000, Ms. Taylor was the Chief Financial Officer of L.E. Simmons & Associates, Incorporated. Ms. Taylor served as the Vice President—Controller of Cliffs Drilling Company from July 1992 to August 1999 and held various management positions with Ernst & Young LLP, a public accounting firm, from January 1984 to July 1992. Ms. Taylor has been a director of the Federal Reserve Bank of Dallas since January 2020 and previously served as a director of the Federal Reserve Bank's Houston Branch from 2018 to 2019. She received a B.B.A. in Accounting from Texas A&M University and is a Certified Public Accountant. Attributes, Skills and Experience Executive Leadership Energy/Oilfield Services Present CEO High Level of Financial Experience International Operations Past CFO Outside Board Experience 17 TableContents ITEM 1CINDY B. TAYLORAge: 56Director since: 2007Executive DirectorCindy B. Tayloris the Chief Executive Officer and President of Oil States and is a member of the Company’s Board of Directors. She has held these positions for 11 years since assuming the role in May 2007. From May 2006 until May 2007, Mrs. Taylor served as President and Chief Operating Officer of Oil States. From May 2000 until May 2006, Mrs. Taylor was the Senior Vice President—Chief Financial Officer and Treasurer. From August 1999 to May 2000, Mrs. Taylor was the Chief Financial Officer of L.E. Simmons & Associates, Incorporated. Mrs. Taylor served as the Vice President—Controller of Cliffs Drilling Company from July 1992 to August 1999 and held various management positions with Ernst & Young LLP, a public accounting firm, from January 1984 to July 1992. She received a B.B.A. degree from Texas A&M University and is a Certified Public Accountant. Mrs. Taylor is currently a director of AT&T Inc. (NYSE: T), a global telecommunications and entertainment company, and is a member of its public policy and corporate reputation committee in addition to its audit committee.Committees:None 23, 201826, 2024 of our Chief Financial Officer and other executive officers of the Company. Information with respect to our Chief Executive Officer is included above.herein.LLOYD
HAJDIKHajdik 5258Executive Vice President, Chief Financial Officer & TreasurerLloyd A. Hajdikjoined 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, and Senior Vice President – Finance and Chief Accounting Officer of Helix Energy Solutions Group, Inc. (“Helix”) from November 2008 to April 2013. Mr. Hajdik joined Helix in December 2003 as Vice President and Corporate Controller and was named Chief Accounting Officer in February 2004 and continued in that role until April 2013. 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’s Baroid Drilling Fluids and Zonal Isolation product service lines, Cliffs Drilling Company and Shell Oil Company. Mr. Hajdik was with Ernst & Young LLP in the audit practice from 1989 to 1995. Mr. Hajdik graduated Cum Laude from Texas State University receiving a Bachelor of Business Administration degree. Mr. Hajdik is a Certified Public Accountant and a member of the Texas Society of CPAs, the American Institute of Certified Public Accountants and Financial Executives International.14 2018 Proxy StatementMr. 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. 
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. 18 2024 Proxy Statement TableContents ITEM 1CHRISTOPHER
CRAGGTaylor 5661Mr. 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. Executive Vice President, OperationsChristopher E. Craggjoined the Company in February 2001 as Vice President – Tubular. He has served as Executive Vice President, Operations of the Company since May 2016 and as Senior Vice President of Operations from May 2006 to May 2016. Mr. Cragg was Executive Vice President—Chief Financial Officer of Sooner Inc., a predecessor of our Company (“Sooner”), from December 1999 to February 2001. Mr. Cragg also served as President of Sooner from October 2003 until May 2006. From April 1994 to June 1999, he was Vice President and Controller of Ocean Energy, Inc., an independent oil and gas exploration and production company, and its predecessor companies. Mr. Cragg served as Manager—Internal Audit with Cooper Industries, a manufacturer of diversified products, from April 1993 to April 1994 and as a senior manager with Price Waterhouse, a public accounting firm, from August 1983 to April 1993. Mr. Cragg is a director and serves on the audit and compensation committees and, beginning in February 2011, as Chairman of the compensation committee of Powell Industries, Inc. (NASDAQ: POWL), a company that manufactures and services electrical energy systems. Mr. Cragg was elected to the Board of Trustees of Southwestern University in June 2015. Mr. Cragg is past Chairman of the Petroleum Equipment & Services Association and currently serves as a director. He graduated Cum Laude with a B.B.A. degree from Southwestern University and is a Certified Public Accountant.LIAS J. “JEFF” STEENAge: 59Executive Vice President, Human Resources and LegalLias J. “Jeff” Steenjoined the Company in June 2008. He has served as Executive Vice President, Human Resources and Legal since May 2016 and as Senior Vice President, Human Resources and Legal from February 2011 to May 2016. From June 2008 to February 2011, Mr. Steen served as Vice President, Human Resources and Legal. A native of Cuero, Texas, Mr. Steen has been involved in the energy service business in various capacities since 1978, starting his career as a petroleum landman. Mr. Steen spent 10 years with Camco International, Inc. as Assistant General Counsel and General Counsel. Following his tenure at Camco, Mr. Steen served for five years as the General Counsel for North America for Schlumberger Limited, then, from December 2002 to April 2008, he served as Vice President of Legal and Human Resources at Grant Prideco. Mr. Steen is a graduate of Texas A&M University with a B.S. in Agricultural Economics and received his Juris Doctor from South Texas College of Law Houston.PHILIP S. “SCOTT” MOSESAge: 50Executive Vice President, Offshore Products/Manufactured ProductsPhilip S. “Scott” Mosesjoined the Company in 1996. He has served as Executive Vice President of the Company and President, Offshore/Manufactured Products segment since May 2016 and as Senior Vice President of the Company and President, Offshore/Manufactured Products from July 2015 to May 2016. 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.1519 ITEM 1BRIAN E. TAYLORAge: 55Vice President, Controller and Chief Accounting OfficerBrian E. Taylorjoined the Company as Vice President, Controller and Chief Accounting Officer in September 2016. 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 GovernanceAccounting 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 obtained a B.S. in Accounting from Louisiana State University.16 2018 Proxy Statement
Governance GuidelinesCORPORATE GOVERNANCE GUIDELINES•The Nominating & Corporate Governance Committee, the Chairman of the Board, or another member of the Board identifies a need to add a new Board member who meets specific criteria or to fill a vacancy on the Board of Directors.•The Nominating & Corporate Governance Committee initiates a search by working with staff support, seeking input from members of the Board and senior management and hiring a search firm, if deemed necessary.•The Nominating & Corporate Governance Committee considers recommendations for nominees for directorships submitted by stockholders.•The initial slate of candidates that will satisfy specific criteria and otherwise qualify for membership on the Board of Directors is identified and presented to the Nominating & Corporate Governance Committee.•The Chairman of the Board and at least one member of the Nominating & Corporate Governance Committee interview prospective candidate(s).•The full Board of Directors is kept informed of progress.•The Nominating & Corporate Governance Committee offers other directors the opportunity to interview the candidate(s) and then meets to consider and approve the final candidate(s).•The Nominating & Corporate Governance Committee seeks the endorsement of the Board of Directors of the final candidate(s).an informala candidate recommendation to the Nominating, & Corporate Governance and Sustainability Committee, a stockholder should send a written request, as discussed below, to the attention of the Company’s Secretary at Oil States International, Inc., Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002. A stockholder may make a nomination for election to our Board of Directors for the 20192025 Annual Meeting of Stockholders by delivering proper notice to our Secretary at least 120 days prior to the first anniversary date of the 20182024 Annual Meeting as more fully described below under Nominating, & Governance and Sustainability Committee.20 2024 Proxy Statement & Corporate Governance and Sustainability Committee will consider the following:•the person’s reputation and integrity;•the person’s qualifications to serve as an independent, disinterested, and non-employee or outside director;•the person’s skills and business, government or other professional experience and acumen, bearing in mind the composition of the Board of Directors and the current state of the Company and the oilfield services industry generally at the time of determination;•the number of other public companies for which the person serves as a director and the availability of the person’s time and commitment to the Company; and•the person’s knowledge of areas and businesses in which the Company operates.& Corporate Governance and Sustainability Committee and the Board of Directors believe the above mentioned attributes, along with the leadership skills and other experience of its Board of Directors described below, provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their execution.17 CORPORATE GOVERNANCE
ExecutiveLeadership
Financial
Energy/OilField ServicesInternationalOperationsPast orPresentCEOPast orPresentCFOOutsideBoardExperience
Mark G. PapaüüüüüüKnowledge, Skills and ExperienceCindy B. TaylorExecutive Leadershipl üll üll ülüüüülLawrence R. DickersonFinancial Experiencel üll üll ülüüüülS. James Nelson, Jr.Energy/Oilfield Servicesl üll üll üüüülRobert L. PotterInternational Operationsl üll ülPast or Present CEO ül l üPast or Present CFO l l l l Outside Board Experience üll l l l l Christopher T. SeaverGenderMan ül l ülüüüülWilliam T. Van KleefWomanl ül l üüüüüStephen A. WellsRace/EthnicityAfrican American or Black üAlaskan Native or American Indian Asian üHispanic or Latino l üNative Hawaiian or Pacific Islander White ül l üll l ül& Corporate Governance and Sustainability Committee considers, among other things, the diversity of the Board of Directors in terms of educational background, business and industry experience, diversity and knowledge of different geographic markets and oilfield services and products. While the Board of Directors does not have a formal diversity policy in identifying nomineesplace to nominate diverse individuals for director, the Nominating, & Corporate Governance and Sustainability Committee considers diversity broadlythis as a priority and endeavors to select directors from an initial pool of qualified candidates that includes (but need not betermsviewpoints, backgrounds, education and business experience. The Board of educationalbackground, businessDirectors currently includes three women and industry experience, and knowledge of different geographic markets and oilfield services and products.one individual who is Hispanic. In the case of current directors being considered for renomination, in addition to the Board skills and qualifications discussed above, the Nominating, & Corporate Governance and Sustainability Committee tooktakes into account the director’s service on the Board of Directors including the director's history of attendance at Board of Directors and committee meetings the director’s service as a member of the Board of Directors and the director’s preparation for and participation in such meetings.21 that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director.which, as determined by the Board of Directors in its sole discretion, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director.between each such director and us. When assessing the materiality of a director’s relationship with us, the Board of Directors considers the issue not merely from the standpoint of the director, but also from the standpoint of the persons or organizations with which the director has an affiliation.all of our directors, except for Cindy Taylor, our current PresidentMessrs. Potter, Dickerson, Hollek and Chief Executive Officer,Wright and Mses. Castillo-Rhodes and Vanderhider qualify as “independent” in accordance with NYSE listing standards. Prior to his departurethe retirement of Mr. Seaver from the Board of Directors in February 2018, Gary L. RosenthalMay 2023, he was determined to be independent. Ms. C. Taylor, our President and Chief Executive Officer, is the only non-independent director.The Board of Directors utilizes our Enterprise Risk Management (“ERM”) process to assist in fulfilling its oversight of our risks. Management and all employees are responsible for day-to-day risk management, and management conducts a risk assessment of Oil States’ business annually. The risk assessment process is global in nature and has been developed to identify and assess the Company’s primary risks, including the nature, materiality and velocity of therisk, as well as to identify steps to mitigate and manage each risk. Our key business leaders, functional heads and other managers are surveyed and/or interviewed when developing this information.has delegated responsibilityutilizes an Enterprise Risk Management (“ERM”) process to assist in fulfilling its oversight responsibilities.monitoring certain enterpriseday-to-day risk management. Each year, management conducts a comprehensive risk assessment of Oil States’ business. The risk assessment process is global in nature and is focused on four main areas: strategic risks (both internal and external); compliance risks; information technology risks; and operational risks. Information relevant to its standing committees.18 2018 Proxy StatementTablethis risk assessment is obtained through surveys and/or interviews of Contents CORPORATE GOVERNANCEThe resultskey executives, business segment leaders, and other managers. Our ERM process is designed to identify and assess the Company’s most significant risks (over the short-, medium- and long-term) in these areas, including: the potential magnitude of the risk; likelihood of the risk assessment are reviewed with the full Board of Directors annually. The centerpiece of the assessment is the discussion of the key risks of the Company, which includes the potential magnitude, likelihood of each risk occurringoccurring; and the speed with which the risk could impact the Company. As part of theprocess for evaluating each risk, a senior manager is identifiedCompany; as well as to manage the risk, monitor potential impact of the risk and execute initiativesidentify steps to mitigate theand manage each significant risk.considered inreviewed on an annual basis with the Board of Directors’ processes. Risk discussionsDirectors and are integral to the Board of Directors and its committees’ deliberations.Guidelines”.22 2024 Proxy Statement executive officers are prohibited from hedging their ownershippurchasing financial instruments designed to hedge or offset against a decrease in the market value of the Company’s stock, holding Company stock. Furthermore, ourstock in margin accounts, or pledging Company securities as collateral for loans. These prohibitions apply to any Company equity held directly or indirectly (including equity granted as compensation or otherwise held) by directors, and executiveby executives and management personnel who are in charge of business segments, divisions or key functions (such as operations, sales, administration, finance or accounting), and any otherprohibited from pledging their Company stock.ClawbackRecoupment Policy for Named Executive OfficersThe Companyeffective January 1,described below.The Board’s Role in Stockholder EngagementStockholders or other interested partiessend communications, directly and confidentially,receive incentive compensation awards. However, with respect to any officer covered by the new Recoupment Policy described above, to the Board of Directors, to any committeeextent that the Recoupment Policy and our original policy conflict or potentially cover the same event, we will apply the terms of the Board of Directors, to non-management directors or to any director in particular by sending an envelope markedRecoupment Policy.“confidential” to such person or persons c/o Oil States International, Inc., Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002. Any such correspondence will be forwarded by the Secretary of the Company to the addressee without review by management.aton the Company’s web site at www.oilstatesintl.com by first clicking “Corporate Governance” and then “Corporate Code of Business Conduct and Ethics.”•Acting ethically with honesty and integrity•Avoiding conflicts of interest•Complying with disclosure and reporting obligations with full, fair, accurate, timely and understandable disclosures•Complying with applicable laws, rules and regulations•Acting in good faith, responsibly with due care, competence and diligence•Promoting honest and ethical behavior by others•Respecting confidentiality of information•Responsibly using and maintaining assets and resourcesAll•Acting ethically with honesty and integrityour employeesinterestcomputer accessdisclosure and reporting obligations with full, fair, accurate, timely and understandable disclosures policy and an acknowledgement that the employee has read and understands the policy. The Company has a Compliance Committee composed of key employees that meet periodicallyquarterly to assess efforts and processes to ensure compliance with laws and regulations to which the Company is subject.23 BOARD AND COMMITTEE MEETINGS; ATTENDANCE Board of Directors Audit Committee Compensation
CommitteeNominating &
Corporate Governance
Committee 
Number of Meetings in 2017 8 5 4 5 During 2017, the entire Board of Directors held eight meetings, the Audit Committee held five meetings, the Compensation Committee held four meetings and the Nominating & Corporate Governance Committee held five meetings. Each of the directors attended at least 85% of the meetings of the Board of Directors and the committees of the Board of Directors on which they served with theexception of one director that attended at least 70% of the meetings. While we understand that scheduling conflicts may arise, we expect directors to make reasonable efforts to attend the Annual Meeting of Stockholders and all meetings of the Board of Directors and the committees on which they serve. In 2017,2023, each of the directors attended the Annual Meeting of Stockholders.During 2017, our non-management directors received:•2023 COMPENSATION ELEMENTS an annual retainer of $50,000 plus $2,000AMOUNT
($)Annual Retainer 60,000 Attendance Fee for attendance at each Board of Directors or committee meeting;and Committee Meeting2,000 •an additional fee of $17,500 for the chair of the Audit Committee;•an additional fee of $10,000 for the chair of the Compensation Committee;•an additional fee of $10,000 for the chair of the Nominating & Corporate Governance Committee;•an additional fee of $100,000 for the ChairmanChair of the Board of Directors, which is paid quarterly,Annual Retainer (paid 50% in cash and 50% in fully vestedfully-vested shares of Company stock;common stock)100,000 20,000
10,000•an additional fee of $10,000 for members of the Audit Committee;15,000
5,000•an additional fee of $5,000 for members of the Compensation Committee;15,000
5,000•Annual Equity Award (approximate value on date of award)an additional fee of $5,000 for members of the Nominating & Corporate Governance Committee; and•150,000 an additional restricted stock award grant valued at $125,000 at the time of grant (discussed below).Director cashis paid atin December 2022, the endCompensation Committee reviewed benchmark data regarding director compensation. The benchmark data showed that the directors' pay program was below the median of each quarter.non-managementnon-employee directors’ compensation with the financial interests of our stockholders, a significant$125,000approximately $150,000 after their initial election or appointment. Non-employee directors generally receive additional restricted stock or deferred stock unit awards of the Company’s common stock valued at $125,000approximately $150,000 at each annual meeting of stockholders after which they continue to serve. The non-employee directors’ restricted stock awards are valued on the award date based on the closingand deferred stock price on that date andunit awards vest on the earlier of one year from the date of grant or the date of the next annual meetingAnnual Meeting of stockholders.29 grantedoutstanding restricted stock and all outstandingdeferred stock optionsunits in the event of the occurrence of a “Change of Control.”Non-EmployeeNon-employee directors are subject to the Company’s stock ownership and retention guidelines pursuant to which they are expected to retain restricted stock or deferred stock unit award shares remaining, after payment of applicable taxes, valued at five times the annual board retainer amount until retirement or until leaving the Board of Directors. Directors are required to achieve their ownership guideline within five years from inclusion in the program and continue to maintain and hold the level of stock ownership as long as they are directors of the Company. All directors were in compliance with the ownership guidelines as of December 31, 2017.•Company shares owned outright (i.e. open market purchases) by the director or his or her immediate family members residing in the same household;•Shares owned indirectly by the director (e.g., by a spouse or other immediate family member or a trust for the benefit of the director or his or her family), whether held individually or jointly; and•Time-based restricted stock granted to the director under the Company’s long-term stock incentive plans.23 CORPORATE GOVERNANCEfiscal year ended December 31, 2017.Name Fees Earned or
Paid in Cash
($) Stock Awards
($) (1) Total
($) Lawrence R. Dickerson 79,840 125,006 204,846 S. James Nelson, Jr. 86,000 125,006 211,006 Mark G. Papa 134,000 174,999 308,999 Robert L. Potter (2) 42,084 124,984 167,068 Gary L. Rosenthal (3) 84,000 125,006 209,006 Christopher T. Seaver 86,000 125,006 211,006 William T. Van Kleef 91,500 125,006 216,506 Stephen A. Wells 99,000 125,006 224,006 NAME FEES EARNED OR
PAID IN CASH
($)TOTAL
($)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 33,000 — 33,000 Hallie A. Vanderhider 98,000 150,002 248,002 E. Joseph Wright 90,000 150,002 240,002 (1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock awards granted in 2017 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 14 to our consolidated financial statements included in our Form 10-K for information regarding the assumptions relied upon for this calculation. Pursuant to FASB ASC Topic 718—Stock Compensation, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our future accounting expense for these awards, and do not necessarily correspond to the actual value that will be realized by the directors. Mr. Papa’s stock award total includes $49,993 of the Company’s stock issued as part of his fees as Chairman of the Board of Directors for 2017.30 (2)Mr. Potter was appointed to the Board of Directors in July 2017. Accordingly, his compensation has been pro-rated.(3)Mr. Rosenthal resigned from the Board of Directors and the Compensation Committee effective February 6, 2018.2024 Proxy StatementNAME GRANT DATE STOCK AWARDS
#GRANT DATE
FAIR VALUE
($)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 1,501 12,503 May 9, 2023 21,708 150,002 1,673 12,497 1,493 12,496 1,841 12,500 Hallie A. Vanderhider May 9, 2023 21,708 150,002 E. Joseph Wright May 9, 2023 21,708 150,002 2017,2023, the aggregate number of unvested shares of restricted stock and deferred stock unit awards and vested deferred stock unit awards (underlying stock will not be issued until specified future dates) held by non-employee directors arewere as follows:Stock AwardsName#Lawrence R. Dickerson4,318S. James Nelson, Jr.4,318Mark G. Papa4,318Robert L. Potter4,595Gary L. Rosenthal (1)4,318Christopher T. Seaver4,318William T. Van Kleef4,318Stephen A. Wells4,318(1)Mr. Rosenthal resigned from the Board of Directors and the Compensation Committee effective February 6, 2018. In connection with Mr. Rosenthal’s resignation, the Board approved the acceleration of the vesting of Mr. Rosenthal’s 4,318 shares effective February 6, 2018.24 2018 Proxy StatementNAME 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 — 31 ADVISORY VOTE ON EXECUTIVE COMPENSATIONTheIn accordance with the vote of the Company's stockholders at the Company's 2023 Annual Meeting of Stockholders regarding the frequency of future advisory votes on the compensation of our Named Executive Officers, the Company currently provides stockholders with this opportunity annually, and plans to continue to do so.so for the foreseeable future. The next advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers is expected to occur at the Annual Meeting of Stockholders in 2029. Accordingly, we are providing our stockholders with the opportunity to cast an advisory vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement, including under “Compensation Discussion and Analysis.” The last advisory stockholder vote on frequency was submitted at the Company’s 2017 Annual Meeting, and the advisory stockholder vote on frequency is required to be submitted to stockholders every three years.•Attract, motivate, reward and retain key employees and executive talent required to achieve corporate strategic plans;•Reinforce the relationship between strong individual performance of executives and business results;•Align the interests of executives with the long-term interests of stockholders; and•Provide a compensation program that neither promotes overly conservative actions or excessive risk taking.believeare therefore requesting your non-binding vote on the following resolution:32 2024 Proxy Statement Year ended December, (in millions) 2023 2022 Change Revenues $ 782 $ 738 $ 44 23 3 20 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) 31 18 13 33 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 PeriodMetric Metric Weight Attainment 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 % policies contributedetermine if the current metrics required adjustment to achievementmotivate long-term sustainable performance, better align executive and stockholder interests and reward for performance. No material changes were made to our short-term or long-term incentive metrics for 2024.34 2024 Proxy Statement objectives. executive compensation program and administers incentive compensation plans.corporate performance relative to established goals and the performance of the Company relative to the performance of other companies ofForreasons expressed above, the Compensation Committeerelationship between strong individual performance of executives and the Board of Directors believe that these policies and practices are aligned withbusiness results;our stockholdersexecutives with the long-term interests of stockholders; and reward our executives for their performance.We are therefore requesting your non-binding vote on the following resolution:“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”Approval requires the affirmative vote of holders of a majority of the shares present and entitled to vote at the Annual Meeting. For purposes of the advisory vote on executive compensation, broker non-votes are not counted as votes with respect to the proposal and,therefore, will not affect the outcome of the vote on this proposal, and abstentions will have the same effect as a vote against the proposal.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.Note:The Company is providing this advisory vote as required pursuant to Section 14A of the Exchange Act (15 U.S.C. 78n-1). The stockholder vote will not be binding on the Company, the Board of Directors or the Compensation Committee, and it will not be construed as overruling any decision by the Company, the Board ofDirectors or the Compensation Committee or creating or implying any change to, or additional, fiduciary duties for the Company, the Board of Directors or the Compensation Committee. Nevertheless, the Compensation Committee will consider the outcome of the vote when evaluating the Company’s compensation practices.25COMPENSATION DISCUSSION AND ANALYSISThis Compensation Discussion and Analysis provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers (collectively our “Named Executive Officers”) during the last completed fiscal year, and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion. Throughout this discussion, the following individuals are referred to as our Named Executive Officers and are included in the Summary Compensation Table which follows:•Cindy B. Taylor—President and Chief Executive Officer•Lloyd A. Hajdik—Executive Vice President, Chief Financial Officer and Treasurer•Christopher E. Cragg—Executive Vice President, Operations•Lias J. “Jeff” Steen—Executive Vice President, Human Resources and Legal•Philip S. “Scott” Moses—Executive Vice President, Offshore / Manufactured ProductsThe Compensation Committee of the Board of Directors provides overall guidance to the Company’s executive compensation program and administers incentive compensation plans.The executive compensation program includes three primary elements which are largely performance oriented and, taken together, constitute a flexible and balanced method of establishing total compensation for the Company’s executive officers. The three major elements consist of a) base salary, b) annual incentive compensation, and c) long-term incentive awards. The design of this compensation program supports the Company’s philosophy governing executive total compensation.Executive Total Compensation PhilosophyThe Company’s philosophy regarding the executive compensation program for our Named Executive Officers and other senior managers has been to design a compensation package that provides competitive base salary levels and compensation incentives that (i) attract and retain individuals of outstanding ability in these key positions, (ii) recognize corporate performance relative to established goals and the performance of the Companyrelative to the performance of other companies of comparable size, complexity and quality and against budget goals and (iii) support both the short-term and long-term strategic goals of the Company. The Compensation Committee believes this approach closely links the compensation of the Company’s executives to the execution of the Company’s strategy and the accomplishment of Company goals that coincide with stockholder objectives.Compensation Program Objectives•Attract, motivate, reward and retain key employees and executive talent required to achieve corporate strategic plans;•Reinforce the relationship between strong individual performance of executives and business results;•Align the interests of executives with the long-term interests of stockholders; and We believe that the compensation program design and policies contribute to achievement of the Company’s objectives.2017AIn 2023, a majority of stockholders expressed their preference for an advisory vote on executive compensation occurring every year, and we have implemented their recommendation.20172023 Annual Meeting of Stockholders, our stockholders expressed their continued support for the compensation program for our Named Executive Officers by approving the non-binding advisory vote on our executive compensation.Officers. A total of 96%95% of the votes cast supported our executive compensation policiesduring 2017.at our 2023 Annual Meeting of Stockholders. In reviewing our executive compensation program for the 2023 year, our Compensation Committee considered the results of last year’s advisory vote on executive compensation and the support expressed byfeedback from our stockholders in their overall assessment of our programs. OurThe Compensation Committee elected to apply similar principlesconsidered stockholder feedback, changes in roles and responsibilities, peer data and other market conditions when determining the types and amounts of compensation to be paid to Named Executive Officers.
35 Officers.26 2018 Proxy Statement
Officers is at risk (83% for our Chief Executive Officer and 72% in aggregate for our other Named Executive Officers in 2023), actual paid values of compensation have also experienced significant variation over the period.
As further discussed above in the section titled “Executive Summary,” our 2023 results benefited from significant COMPENSATION DISCUSSION AND ANALYSIS based on a review of the executive’s performance and compensation history and takeswhile taking into account corporate performance.performance and stockholder returns. In the exercise of its duties, the Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies; however, the Compensation Committee does not set percentile goals against comparison data for purposes of determining executive compensation levels. The Compensation Committee considers the market to consist of both the oilfield services industry and geographic markets in which the Company competes for executive talent. Compensation data is periodically obtained for a selected peer group approved by the Compensation Committee (the “peer group”) as well as for industryconsisting of energy services companies of comparable size and business complexity. For the 2017 compensation analysis, the Company used the following peer group companies (which is the same as the peer group the Company used for 2016 compensation analysis):•Archrock, Inc.;•Bristow Group, Inc.;•Carbo Ceramics, Inc.;•Core Laboratories N.V.;•Dril-Quip, Inc.;•Forum Energy Technologies, Inc.;•Frank’s International N.V.;•Helix Energy Solutions Group, Inc.;•Helmerich & Payne, Inc.;•Key Energy Services, Inc.;•McDermott International, Inc.;•Oceaneering International, Inc.;•Patterson-UTI Energy Inc.;•RPC, Inc.;•Superior Energy Services, Inc.; and•Tidewater, Inc. annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees. The selected peer companies change from time to time to ensure their continued appropriateness for comparative purposes.career as well as minimize the potential for the automatic ratcheting-up of salaries and incentives that could occur with an inflexible and more narrowly defined approach.its discretion and makes its judgment after considering the factors it deems relevant. The Compensation Committee has engaged Meridian Compensation Partners (the “Consultant”) to, among other things, assess the reasonableness of the peer group of companies used for comparison purposes (more about the Compensation Committee’s relationship with the Consultant is discussed below).36 2024 Proxy Statement 2023 PEERS 2024 PEERS PEER ADDED AROC Archrock, Inc. AROC Archrock, Inc. CLB Core Laboratories N.V. DO Diamond Offshore Drilling, Inc. CLB Core Laboratories N.V. DRQ Dril-Quip, Inc. DO Diamond Offshore Drilling, Inc. XPRO Expro Group Holdings N.V. DRQ Dril-Quip, Inc. FET Forum Energy Technologies, Inc. PUMP XPRO Expro Group Holdings N.V. HLX Helix Energy Solutions Group, Inc. FET Forum Energy Technologies, Inc. HP Helmerich & Payne, Inc. HLX Helix Energy Solutions Group, Inc. NR Newpark Resources, Inc. 
NR Newpark Resources, Inc. NEX NexTier Oilfield Solutions Inc. PEER REMOVED OII Oceaneering International, Inc. OII Oceaneering International, Inc. PUMP ProPetro Holding Corp. RES RPC, Inc. 
HP RES RPC, Inc. WTTR WTTR TTI Tetra Technologies, Inc. NEX TTI Tetra Technologies, Inc. companyCompany growth and appropriate risk taking but not to encourage excessive risk taking. Our Compensation Committee retains discretion with respect to the compensation packages of our Named Executive Officers. Our compensation strategies are designed so as not to encourage management to take actions that could have a material adverse effect on us in the long-run to simply achieve a specific short-term goal. We also attempt to design the compensation program for our larger general employee population so that it does not inappropriately incentivize our employees to take unnecessary risks in their day to dayday-to-day activities. We recognize, however, that there are trade-offs and that it can be As such, we continue to evaluate our programs with a goal of preventing them from becoming materially imbalanced one way or the other.equitystock and cash award programs.2737 COMPENSATION DISCUSSION AND ANALYSISas performance-basedin the form of equity based compensation including both short-with a large portion of compensation that is “at risk” and long-term incentives.tied to corporate performance. The following charts depict elements of the target compensation for the CEOChiefNEOsNamed Executive Officers of the Company during 2017.2023. Approximately 84 percent83% of the compensation deliveredgranted to our CEOChief Executive Officer and 79 percent delivered72% granted to our other NEOsNamed Executive Officers was at risk, demonstrating management’s alignment with stockholder objectives.CHIEF EXECUTIVE OFFICER 
ALL OTHER NAMED EXECUTIVE OFFICERS 
these incentives, the Compensation Committee employs selected performance metrics to ensure a strong link between executive compensation and performance. Metrics such as Adjusted EBITDA, return on invested capitalcash flow from operations, free cash flow, average liquidity levels and relative stock price performance have been used in the past to align compensation to Company performance.As shown in the target compensation mix charts above for 2017, base salaries were 16% of the target compensation mix for the CEO and an average of 21% for our other Named Executive Officers. Short-term cash incentives represented 16% of the target compensation mix for the CEO and the average for our other Named Executive Officers was also 16%, while long-term equity incentives were 68% and 63%, respectively. 20172023 grant date fair value awarded under our long-term incentive program, 33%25% was awarded in the form of cliff-vesting performance-based stock awards, and 67%25% was awarded in the form of cliff-vesting performance-based cash awards and 50% was awarded in the form of time-based restricted stock awards to our CEOChief Executive Officer and our other Named Executive Officers (see page 37). Base salary52), with the exception of Mr. B. Taylor, who was frozen from February 2014 to December 31, 2017 for the CEO.No performance-based equity was earned for the three-year performance period ended December 31, 2017 (awards granted in 2015) as the level of after-tax return on capital invested (“ROIC”) achieved was below threshold, reflecting the severe industry downturnawarded 67% in the energy sectorform of a time-based restricted stock award and 33% in the absoluteform of a time-based cash award.criteria appliedof other Company executives and makes compensation recommendations with respect to these individuals. In light of market data and analysis and other factors noted above, the awards.providedsummarized below. We believe38 2024 Proxy Statement greatest pay opportunities should existSummary Compensation Table of our Proxy Statement which reflects equity awards at grant date values. As further described and detailed under Pay versus Performance beginning on page 62, “actual compensation paid” values presented in the tables below were determined iexecutives who demonstrate high levelsour Chief Executive Officer and collective average for the other Named Executive Officers, as compared to "actual compensation paid" values for the years ended December 31, 2020, 2021, 2022 and 2023 (in thousands):All Other Named Executive Officers Compensation performance over a sustained period of time.Ms. C. Taylor, the Company's Chief Executive Officer, the adjustments for unrealized gains (losses) were $(4.4) million, $(0.1) million, $1.6 million and $(1.1) million in 2020, 2021, 2022 and 2023, respectively. In contrast to the amounts presented above for “reported compensation” and “actual compensation paid,” compensation reported on Ms. C. Taylor's Form W-2's for these periods was $2.8 million, $3.2 million, $3.2 million and $4.9 million, respectively.guaranteedstationary element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive. The Compensation Committee reviews each executive’s base salary annually. Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge and which also considersin the context of compensation data from the peer group companies and other similarly sized in businesses comparable to the Company’s, the Company’s and the executive’s performance, and any significant changes in the executive’s responsibilities. The Compensation Committee considers all these factors together plus overall industry conditionsconditions. In 2023, Mr. Hajdik's and retention risks and makes a subjective determination on base salary adjustments. During 2017, the Compensation Committee approved certain changes to theMr. Moses' base salaries of our other Named Executive Officers after also being frozen from February 2014.were each increased to $495,000 and Mr. Hajdik’sB. Taylor's base salary was increased 6.25% to $425,000; Mr. Cragg’s$350,200 to maintain positioning relative to market benchmarks. Ms. C. Taylor did not receive a base salary increase in 2023.39 NAMED EXECUTIVE OFFICER 2023 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 increased 10%appointed to $440,000;Executive Vice President and Chief Operating Officer and Mr. Steen’sB. Taylor was appointed to Senior Vice President, Controller and Chief Accounting Officer.was increased 6.25% to $425,000.Mrs. Taylor provides the Compensation Committee with input regarding the performance of other Company executives and makes compensation recommendations with respect to these individuals. In light of market data and analysis and other factors noted above, the Compensation Committee makes an independent judgment with respect to compensation levels for each of Mrs. Taylor’s NEO direct reports. Mrs. Taylor does not provide input or participatethe Company's Named Executive Officers was reduced by 10% beginning in May 2020 as a result of the review or determinationCOVID-19 disruptions to our industry, but was restored in June 2021. Mr. Moses received an additional 6.3% increase in connection with his assumption of her own compensation.28 2018 Proxy Statement
incremental duties. COMPENSATION DISCUSSION AND ANALYSIStotal Company and business unitthe Company's performance. Annual incentive awards are linked to the achievement of pre-determined Company-wide and business unit quantitative performance goals and are designed to place a significant portion of the executive’s total compensation at risk. The purpose of the AICP is to:•create stockholder value;•provide focus on the attainment of annual goals that lead to long-term success of the Company;•provide annual performance-based cash incentive compensation;•motivate achievement of critical annual operating performance metrics; and•motivate employees to continually improve Company-wide and business unit performance.flexible and providesbased upon metrics set by the Compensation Committee the discretion annually to set goals and objectives with input from management that it believes are consistent with creating stockholder value. The goals and objectives are substantiallyhave been 100% weighted in recent years toward financial objectives but do, at times, incorporate other operating objectivesfor executive officers and goals that management and the Board of Directors believe willperformance. performance and protect its financial health and liquidity.The AICP recognizes market differences in incentive award opportunities between organizational levels. Achieving results which exceed a minimum, or threshold, level of performance triggers an AICP payout. Performance results at or below the threshold (i.e. achieving a percentage up to 75% to 85% for specific Named Executive Officers of the related AICP performance objective or less) results in no AICP award. Target performance is earned when an executive achieves 100% of their AICP performance objective(s). Overachievement (i.e. achieving a percentage ranging from 120% to 125% for specific Named Executive Officers of the related AICP performance objective) is the performance level at which short-term incentive compensation is maximized. If the performance results fall between the threshold level and the target level, 0-100%35-100% of the AICP target amount will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the overachieveoverachievement level, 100-200% of the AICP target amount will be paid out proportionately to the distance such performance results fall between the two levels. The 20172023 award opportunities, expressed as a percentage of eligible AICP earnings (i.e. annual base salary), for our CEOChief Executive Officer and other Named Executive Officers are outlined below: Threshold Target Overachievement Cindy B. Taylor 0% 100% 200% Lloyd A. Hajdik 0% 75% 150% Christopher E. Cragg 0% 80% 160% Lias J. Steen 0% 75% 150% Philip S. Moses 0% 80% 160% THRESHOLD 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% target percentages for the CEO and other Named Executive Officers were held constant during 2017 with the exception of Mr. Hajdik and Mr. Steen. Both Mr. Hajdik’s and Mr. Steen’s target AICP percentage was increased from 70% to 75%.At the beginning of each year, the Compensation Committee is responsible for approving the AICP performance objectives based on recommendations made by the CEO which have historically been tied to achievement of measures outlined in the annual operating plan. Chief Executive Officer.achievable and quantifiable. At the end of each year, the Compensation Committee reviews the performance results of the Company and the incentive awards to be paid to each executive officer and to all participants in the AICP, as a group. In its discretion, the Compensation Committee will interpret the AICP and has authority to make adjustments in individual, business unit or Company-wide results. The Compensation Committee made certaindiscretionary changes to the 2017 performance results to adjust for the financial statement impact of unbudgeted acquisition-related costs incurred during 2017.40 2024 Proxy Statement amortization”amortization expense” (“EBITDA”) as thea primary corporate financial performance objective for each executive officer.officer in recent years. The EBITDA targetsand other financial objectives are generally set based on the Company or business unitCompany's annual budgeted financial statements which areoperating plan approved by the Board of Directors. The relative percentages of EBITDA usedDue to evaluate our executives are based uponreduced liquidity concerns, a consolidated cash flow from operations ("CFFO") metric was introduced to replace the nature of each executive’s role in the Company and how that role relates to overall goals and performance of the Company. We believe the use of tailored performance goals, which are closely aligned with drivers of the Company’s success, furthers our compensation objective of reinforcing the relationship between strong individual performance of executives and overall business performance. Individual objectives are tailored to match areas of direct responsibility and impact on company performance.29 COMPENSATION DISCUSSION AND ANALYSISour2023, all Named Executive Officers only EBITDA performance measures were used to determine AICP results. For 2017, Messrs. Hajdik and Steen and Mrs. Taylor had 100%75% of their incentive compensationobjective based on achievement of the Company’s budgeted EBITDA. The Company’s EBITDA, approved by the Board in February 2017, was based on the Company’s annual operating plan and totaled $33.5 million. Mr. Cragg’s incentive compensation was based 40% on achievement of the Company’sconsolidated EBITDA and 60% on25% of their objective based upon CFFO. The 2023 EBITDA target was increased 62% above the Company’s Well Site Services segment EBITDA of $13.8 million. Mr. Moses’ incentive compensationprior-year target and 29% above 2022 actual results and the 2023 CFFO target was based 20% on the Company’s EBITDA and 80% on the Company’s Offshore/Manufactured Products segment EBITDA of $71 million.executive officerNamed Executive Officer based on the level of achievement of the AICP performance objectives.The Company’s adjusted EBITDA was $36.1 million or 139% of the approved target on a consolidated basis for 2017. The Actual incentive plan payments under the AICP variedin 2023 were based upon the level of Company and business unit achievement of the related quantitative financial goals and objectives. All named executive officers, exceptThe following tables present the Company’s AICP results for Mr. Moses, exceed target for 2017 performance. Mr. Cragg achieved 140%each of his eligible earnings in 2017 due to overachievement in the Well Site Services segment. Mr. Moses achieved 38% of his eligible earnings in 2017 due to the below target performance of the Offshore/Manufactured Products segment. Ourour Named Executive Officers, together with relevant weightings of the various components and payouts achieved. The following table presents the 2023 AICP performance objective goals together with the corresponding actual performance achieved.(IN MILLIONS) 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% fiscal year ended December 31, 2017, receivedBoard of Directors as part of the following paymentsannual budgeting process (actual adjusted performance in March 2018 under2023 was $86.0 million). See Exhibit A for discussion and reconciliation of non-GAAP financial measure.AICP related to fiscal 2017 performance.Board of Directors at $58.4 million. AICP
Award
($) % of Eligible
AICP EarningsCindy B. Taylor 1,110,052 139% Lloyd A. Hajdik 438,284 104% Christopher E. Cragg 609,129 140% Lias J. Steen 438,284 104% Philip S. Moses 132,453 38% FINANCIAL OBJECTIVES CONSOLIDATED
EBITDACindy 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% % 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% 41 Incentives—Incentives—The Company makes certain stock-based awards under the 2001its Amended and Restated Equity Participation Plan which has been approved by stockholders,(the “Equity Participation Plan”) to better align the interests of executive officers with those of stockholders and to provide retention incentives. Specifically, the plan’s purposes are to:provide an additional incentive for executives to further the growth, development and financial success•place a significant percentage of the Company by personally benefiting through ownership of Company stock and/ or rights; andexecutive compensation at risk;Company and/or rights which will reflectCompany; andCompany.Company by personally benefiting through ownership of Company stock and/or rights. 2001 Equity Participation Plan provides for the grant of any combination of:•stock options;•restricted stock;•performance-based awards;•dividend equivalents;•deferred stock; and•stock payments or phantom stock awards. 2001 Equity Participation Plan provides for minimum vesting periods of one year for performance-based awards and three years for tenure-based awards, except for a small percentage of the authorized shares available for awards under the 2001 Equity Participation Plan. Vesting may occur earlier than the minimum vesting periods with respect to no more than 10%5% of shares cumulatively authorized under the 2001 Equity Participation Plan. 100% of the options historically granted by the Compensation Committee vest at a rate of 25% per year over four years. Optionsawardedvalued at the NYSE’s closing price of the Company’s common stock on the date of the grant, or the last preceding trading day if the award date is a date when markets are closed (“NYSE Closing Price”). Restricted stock awards, which are valued at the NYSE Closing Price on the date of grant generally vest in equal installments over a three or four year period; however, in special situations the Compensation Committee has approved awards with shorter vesting periods. The Compensation Committee has never granted options with an exercise price that is less than the NYSE Closing Price on the grant date.The Compensation Committee has never repriced outstanding options, and the 2001 Equity Participation Plan prohibits repricing or replacing underwater stock options or canceling or effecting a cash buyout of stock options without the approval of the Company’s stockholders.stock option grantsawards, and, in certain circumstances, cliff-vesting performance-based stock and phantom stockcash awards, along with significant vesting requirements, are an effective method of reinforcing the long-term nature of the Company’s business, andin creating retention incentives. In addition, grants of restricted stock, stock optionsincentives and performance-based and phantom stock awards reinforcein reinforcing alignment with stockholder interests. The Compensation Committee considers the foregoing30 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSISfactors and any other relevant factors and makes a subjective determination with respect to awarding equity-based compensation to its executive officers.reflectsreflect a variety of factors including, among others, competitive market practices, retention priorities, total previous grants, current stock valuation, estimated impact on future charges to earnings, and individual, business unitsegment and company-wideCompany-wide performance. The Compensation Committee determines the award level for executives,Named Executive Officers, if any, on an annual basis usually(usually at its February meetingmeeting).year.For 2017,of the Company incorporatedNamed Executive Officers received a combination of grants weighted in terms of grant date value, 50% to time-vesting restricted stock awards and 50% to cliff-vesting performance-based awards, asexcept for Mr. B. Taylor who was awarded 67% in the primary executive long-term incentiveform of a time-vesting restricted stock award and retention tool for our Named Executive Officers. Restricted stock awards offer33% in the additional advantagesform of potentially reducing overall Company stock dilution relative to other awards, while improving the Company’s executive retention prospects in a competitive labor market.time-vesting cash-based award. We believe the inclusion of performance-based awards adds incentive for continued outstanding performance, enhances the Company’s ability to attract and retain talented executives in an increasingly competitive marketplace and benefits stockholder returns.stockholders. The Compensation Committee weighs the cost to stockholders of these grants against their potential benefit as an incentive, retention and compensation tool.In administering the long-term incentive equity plan, the Compensation Committee is sensitivethe potential for dilution of future earnings per share. For this reasonMs. C. Taylor and because of other compensation design considerations, the Compensation Committee focuses the long-term incentive planMessrs. Hajdik, Moses and B. Taylor on employees who will have the greatest impactFebruary 16, 2023 based on the strategic direction and long-term resultsthen fair value of $9.11 per restricted share. These awards vest in three equal installments on each annual anniversary of the Company by virtuegrant date (so that the awards will be 100% vested on February 16, 2026), provided the Named Executive Officer remains an employee continuously from the date of their senior roles and responsibilities. However, management andgrant through the Compensation Committee believe that a reasonably broad-basedapplicable vesting date.equity incentives throughout the Company, while avoiding an excessive concentration of awardsrestricted stock to our Named Executive Officers creates incentives acrossin coordination with the organization which encourages retentionrelease of highly qualified employees. In 2017, restricted stock awards grantedmaterial non-public information. Except in special circumstances, equity grants are made to ouremployees annually at the time of the Board of Directors’ February meeting. Named Executive Officers represented 28% of the total number of restricted stock awards issued to all employees and directors and performance-based awards grantedare expressly prohibited from trading options or any derivative type of contract related to our Named Executive Officers represented 88% of the total of performance-based awards issued to all employees.Each of the Named Executive Officers received a combination of grants of restricted stock awards and performance-based awards in 2017. During 2017, a total of 134,163 shares of restricted stock and 66,081 performance-based awards were granted to our Named Executive Officers.performance-based awards and achievement of the performance criteria. granted is contingent upon the Named Executive Officer’s continued employment with us through the specified vesting date and our achievement of predefined performance metrics generally covering a three-year measurement period. Depending on the level of performance achieved, our Named Executive Officers may earn between 0% and 200% of the target number of shares of our stocktargeted value covered42 2024 Proxy Statement award, and the number of earned shares will typically be paid to our Named Executive Officer within two and one half months following the end of the performance period.award. Upon the occurrence of certain events, such as a change in control or specified employment termination scenarios, vesting of the performance-based awards (equity and cash) may be accelerated. As further described below,performance measure forcomposition of the 2017 and 2016long-term incentive award value in the form of performance-based awards.iswere divided into two components: a performance-based stock award based on relative total stockholder returnthe achievement of a predefined cumulative adjusted EBITDA (an absolute growth measure), and a performance-based cash award based on Relative Total Stockholder Return ("Relative TSR") compared to our peer group whilegroup.measure specified for the 2015 awards was average after-tax return on invested capital.Prior to 2016,period. This performance metric is an absolute rather than a relative performance measure.hadgranted by the Compensation Committee were a performance measurecash-based award to more closely correlate the level of benefit granted to recipients to amounts expensed in our financial statements. Potential payouts related to performance-based cash awards based upon “absolute” rather than “relative” ROIC achievement. No performance-based equity was earned for the three-year performance period ended December 31, 2017 (awards granted in 2015) ason Relative TSR are capped at target if Relative TSR is negative over the performance metric threshold was not achieved, reflecting the severe industry downturn in the energy sector and the absolute performance criteria applied to the awards.For 2016 and 2017, the performance-based measurement criteria was changed to be based on relative total stockholder return (“Relative TSR”). Relative TSR will be calculated based on average stock prices for the last 20 trading days of the calendar year preceding the performance period (i.e. last 20 trading days of 2015 and 2016, respectively) compared to the last 20 trading days at the end of the performance period (i.e. last 20 trading days of 2018 and 2019, respectively) compared against the Company’s 2017 peer group. period.potential adjustment to shares earned or cash received based on actual results achieved over the three-year performance periodperiod. Performance matrices provide for outstanding performance-based awards.graduated award levels when the measure achievement falls between the minimum and maximum levels. 2015 Performance Share Grants(1) (January 1, 2015 to December 31, 2017 Performance Period) ROIC Performance Award as % of Grant Value ≥ 13% Overachievement 200% 9.5% Target 100% ≤ 6% Non Qualifying — (1) Performance measure threshold was not met and performance share grants were forfeited.31≥$143.8 million Overachievement 200 % $115.0 million Target 100 % $86.3 million Entry 50 % <$86.3 million Non Qualifying — ≥$220.9 million Overachievement 200 % $176.7 million Target 100 % $132.5 million Entry 50 % <$132.5 million Non Qualifying — ≥$357.8 million Overachievement 200 % $286.2 million Target 100 % $214.7 million Entry 50 % <$214.7 million Non Qualifying — 43 COMPENSATION DISCUSSION AND ANALYSIS2016 Performance Share Grants and 2023(3) PERFORMANCE BASED RELATIVE 75th Percentile Top (January 1, 2016 to December 31, 2018 Performance Period)200 % 50th Percentile Middle Relative TSR Performance Award as % of Grant Value100 % 75th25th PercentileBottom Top50 200%% 50th PercentileMiddle100%25th PercentileBottom50%<25th Percentile Non Qualifying — —(2) and 74th percentiles.2017 Performance Share Grants(3)(January 1, 2017 to December 31, 2019 Performance Period)Relative TSR Performance Award as % of Grant Value75th PercentileTop200%50th PercentileMiddle100%25th PercentileBottom50%<25th PercentileNon Qualifying—(3) Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentiles.Stock and Option Awards74th percentiles. However, if the Company’s TSR is negative, payout as a percentage of grant value will not exceed 100%.Restricted stock awards were made to Mrs.At the time of our 2023 annual grants, Mr. B. Taylor and Messrs. Hajdik, Cragg, Steen and Moses on February 15, 2017 atreceived a cash award in the then fair valueamount of $40.70 per restricted share. These awards$150,000 that will vest in three equal installmentsannual installment payments, subject to his continued employment on each annual anniversarythe applicable payment dates. He could receive accelerated vesting and settlement of the grant date (soaward inawardsfinal payment date. Although we consider this award to be part of his long-term incentive compensation, the amounts paid pursuant to this award will be 100% vested on February 15, 2020), providedreported as bonus compensation each year in the NamedSummary Compensation Table as it is earned in accordance with SEC rules.44 2024 Proxy Statement remains an employee continuously from the date of grant through the applicable vesting date. Vesting of the awards may be accelerated upon the occurrence of certain events, as described in detail below under “—Potential Payments Upon Termination or Change in Control.” While a NamedLong-Term Performance-Based Stock and Cash Awardsholds unvested restricted shares, he or she is entitledas compared to all the rightsrealized values of ownership with respect to the shares, including the right to vote the shares and receivedividends thereon (except that any dividends or other distributions paid in any form other than cash will subject to forfeiture restrictions applicable to the underlying award).Stock optionperformance-based long-term stock grants restricted stock awards and performance-based awards are expensed to comply with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, Compensation—Stock cash awards.2019 33% 1,266,670 50% Relative TSR
(settled in cash);
50% EBITDA CAGR
(settled in stock);
three-year cliff vest
for both metrics62% based on
Relative TSR;
0% based on
EBITDA CAGR392,666 2020 50% 1,799,995 50% Relative TSR
(settled in cash);
50% EBITDA CAGR
(settled in stock);
three-year cliff vest
for both metrics0% based on
Relative TSR;
0% based on
EBITDA CAGR0 2021 50% 1,799,997 50% Relative TSR
(settled in cash);
50% Cumulative EBITDA
(settled in stock);
three-year cliff vest
for both metrics2,221,633 2022 50% 1,799,997 50% Relative TSR
(settled in cash);
50% Cumulative EBITDA
(settled in stock);
three-year cliff vest
for both metricsPerformance
period in progress2023 50% 1,800,004 50% Relative TSR
(settled in cash);
50% Cumulative EBITDA
(settled in stock);
three-year cliff vest
for both metricsPerformance
period in progressMetric Realized Value at
Vesting Date ($)2021 Performance Awards
Performance Period
1/1/2021- 12/31/2023Relative TSR 55 % 900,000 495,000 Cumulative EBITDA 200 % 899,997 1,726,633 2022 Performance Awards
Performance Period
1/1/2022 - 12/31/2024Relative 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 - 12/31/2025Relative 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 45 (“FASB ASC Topic 718—Stock Compensation”). There is no program, plan or practice to time the grant of stock options or award restricted stock to executives in coordination with the release of material non-public information. Except in special circumstances, equity grants are made to employees annually at the time of the Board of Directors’ February meeting. Executive officersDiscussion and directors are expressly prohibited from trading options or any derivative type of contract related to the Company’s stock.AnalysisofficersOfficers make the same contributions for the same type of coverage and receive the same level of benefit as any other employee for each form of coverage/benefit.Participants may contribute from 1% to 75% of their base pay and cash incentive compensation (subject to U.S. Internal Revenue Service (“IRS”) limitations), andDuring 2023, the Company makes matching contributions under thisthe 401(k) retirement plan on the first 6%were: 100% match of the participant’s compensation (100% match of thecontribution). Company matching contributions vest at a rate of 20% per year for each of the employee’s first five years of service and then are fully vested thereafter.32 2018 Proxy Statement
employee contribution. COMPENSATION DISCUSSION AND ANALYSIS46 2024 Proxy Statement 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 stockNO employment agreements with NEOs NO excise tax gross-ups in post-2009 agreements NO excessive perquisites NO guaranteed bonuses NO repricing of underwater optionsPOSITION MULTIPLE OF SALARY Chief Executive Officer 5X Executive Officers (Section 16) 2X 47 48 2024 Proxy Statement 49 NAME AND PRINCIPAL POSITION YEAR 2023 925,000 2,700,004 — 1,333,860 167,657 5,126,521 2022 884,904 2,699,998 — 1,946,788 52,560 5,584,250 2021 810,769 2,699,999 — 1,236,575 13,710 4,761,053 2023 492,115 937,501 — 521,143 66,559 2,017,318 2022 466,154 937,499 — 839,077 15,822 2,258,552 2021 429,231 937,501 — 479,928 — 1,846,660 2023 492,115 937,501 — 521,143 72,218 2,022,977 2022 454,616 937,499 — 818,308 8,621 2,219,044 2021 395,000 937,501 — 433,349 — 1,765,850 2023 345,492 300,001 — 256,225 28,079 929,797 2022 321,769 300,001 — 391,769 6,435 1,019,974 2021 286,631 90,000 — 122,051 — 498,682 Cindy B. Taylor 838,860 495,000 — 1,333,860 Lloyd A. Hajdik 349,268 171,875 — 521,143 Philip S. Moses 349,268 171,875 — 521,143 136,225 — 120,000 256,225 50 2024 Proxy Statement 9,314 134,276 24,067 167,657 Lloyd A. Hajdik 8,232 58,327 — 66,559 Philip S. Moses 8,400 63,818 — 72,218 Brian E. Taylor 4,512 23,567 — 28,079 51 NAME PLAN 372,313 1,063,750 2,127,500
Cash
Award(2)450,000 900,000 1,800,000
Participation
Plan (Performance Stock Unit)(3)49,397 98,793 197,586 900,004 Equity
Participation
Plan (Restricted Stock)197,585 1,799,999 155,925 445,500 891,000
Cash
Award(2)2/16/2023 156,250 312,500 625,000
Participation
Plan (Performance Stock Unit)(3)2/16/2023 17,152 34,303 68,606 312,500 Equity
Participation
Plan (Restricted Stock)2/16/2023 68,606 625,001 52 2024 Proxy Statement NAME PLAN
Moses155,925 445,500 891,000
Cash
Award(2)2/16/2023 156,250 312,500 625,000
Participation
Plan (Performance Stock Unit)(3)2/16/2023 17,152 34,303 68,606 312,500 Equity
Participation
Plan (Restricted Stock)2/16/2023 68,606 625,001 Brian E. Taylor 61,285 175,100 350,200 Equity
Participation
Plan (Restricted Stock)2/16/2023 32,931 300,001 53 NAME OF
EXECUTIVEGRANT
DATEAWARD
TYPENUMBER
OUTSTANDINGPORTION
EXERCISABLEEXERCISE
PRICEEXPIRATION
DATEMARKET
VALUEVESTING SCHEDULE Cindy B. Taylor 2/19/2014 Options 17,158 17,158 58.54 2/19/2024 $ — 2/18/2015 Options 46,500 46,500 42.29 2/18/2025 — 2/17/2021 Restricted
Stock87,336 593,011 100% in 2024 2/17/2021 Performance
Stock Unit262,008 1,779,034 2/16/2022 Restricted
Stock183,767 1,247,778 50% in each of 2024 and 2025 2/16/2022 Performance
Stock Unit137,825 935,832 2/16/2023 Restricted
Stock197,585 1,341,602 33% in each of 2024, 2025 and 2026 2/16/2023 Performance
Stock Unit49,397 335,406 Total 981,576 63,658 $ 6,232,663 54 2024 Proxy Statement NAME OF
EXECUTIVEGRANT
DATEAWARD
TYPENUMBER
OUTSTANDINGPORTION
EXERCISABLEEXERCISE
PRICEEXPIRATION
DATEMARKET
VALUEVESTING SCHEDULE Lloyd A. Hajdik 2/19/2014 Options 5,662 5,662 $ 58.54 2/19/2024 $ — 2/18/2015 Options 15,230 15,230 42.29 2/18/2025 — 2/17/2021 Restricted
Stock30,325 205,907 100% in 2024 2/17/2021 Performance
Stock Unit90,976 617,727 2/16/2022 Restricted
Stock63,808 433,256 50% in each of 2024 and 2025 2/16/2022 Performance
Stock Unit47,856 324,942 2/16/2023 Restricted
Stock68,606 465,835 33% in each of 2024, 2025 and 2026 2/16/2023 Performance
Stock Unit17,152 116,462 Total 339,615 20,892 $ 2,164,129 Philip S. Moses 2/19/2014 Options 4,461 4,461 58.54 2/19/2024 $ — 2/18/2015 Options 11,135 11,135 42.29 2/18/2025 — 2/17/2021 Restricted
Stock30,325 205,907 100% in 2024 2/17/2021 Performance
Stock Unit90,976 617,727 2/16/2022 Restricted
Stock63,808 433,256 50% in each of 2024 and 2025 2/16/2022 Performance
Stock Unit47,856 324,942 2/16/2023 Restricted
Stock68,606 465,835 33% in each of 2024, 2025 and 2026 2/16/2023 Performance
Stock Unit17,152 116,462 Total 334,319 15,596 $ 2,164,129 Brian E. Taylor 6/1/2021 Restricted
Stock4,431 $ 30,086 100% in 2024 2/16/2022 Restricted
Stock30,628 207,964 50% in each of 2024 and 2025 2/16/2023 Restricted
Stock32,931 223,601 33% in each of 2024, 2025 and 2026 Total 67,990 $ 461,651 55 NAME Cindy B. Taylor 233,031 2,213,246 Lloyd A. Hajdik 80,913 768,483 Philip S. Moses 80,166 761,200 Brian E. Taylor 29,461 263,530 56 2024 Proxy Statement Additional details regarding the Deferred Compensation Plan are contained within the section below titled “Nonqualified Deferred Compensation.”Other Perquisites and Personal BenefitsThe Company does not generally offer any perquisites or other personal benefits to any executive with an aggregate value over $10,000. Some executives do have Company paid club memberships, which are used for personal and business purposes and are included in the Summary Compensation Table below.Compensation ConsultantIn 2017, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (the “Consultant”) to provide independent advice on executive compensation matters. In 2017, the Consultant confirmed to the Compensation Committee Chairman certain industry compensation data provided by management and provided feedback regarding proposed compensation terms and decisions to the Compensation Committee. The Compensation CommitteeChairman pre-approved the scope of the work to be performed by the Consultant and the fee arrangement with the Consultant was based on agreed upon rates per hour. The Consultant’s engagement was limited to executive compensation projects requested by the Compensation Committee, and no other services were provided to the Company or management. Fees paid to the Consultant in 2017 did not exceed $10,000.Executive Compensation PoliciesThe following is a summary of some of our executive compensation practices and policies.What We DoWhat We Don’t DoüPerformance-based compensationûNO hedging of our stocküBalance of short- and long-term incentivesûNO pledging of our stocküChallenging stock ownership guidelinesûNO tax gross-ups in post-2009 agreementsüConsider peer group reports when establishing compensationûNO excessive perquisitesüRisk assessmentûNO guaranteed bonusesüClawback policyûNO stock repricing•Repricing Stock Options—The Company’s practice is to price awards at the market price on the date of award. The Company’s 2001 Equity Participation Plan prohibits any repricing of options without our stockholders’ approval.•Securities Trading Policy—The Company prohibits directors, officers and employees from trading the Company’s securities on the basis of material, non-public information or “tipping” others who may so trade on such information. In addition, the policy prohibits certain officers, directors, and related persons from trading in the Company’s securities without obtaining prior approval from the Company’s Compliance Officer.Executive officers and directors are expressly prohibited from trading options or any derivative type of contract related to the Company’s stock.•Anti-Hedging/Anti-Pledging—Directors and officers are prohibited from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds; (ii) engaging in short sales related to the Company’s common stock; (iii) placing standing orders; (iv) holding Company stock in margin accounts; and (v) pledging Company securities as collateral for a loan.33 COMPENSATION DISCUSSION AND ANALYSIS•Incentive Compensation Clawback Policy— The Company adopted an incentive compensation clawback policy effective January 1, 2017. The policy provides the Company with the ability, in appropriate circumstances, to seek restitution of any performance-based compensation received by an employee as a result of such employee’s fraud or misconduct, resulting in a material misstatement contained in the Company’s financial statements, which results in a restatement of these financial statements.•Executive Stock Ownership and Retention Guidelines—Effective February 16, 2007 (amended effective January 1, 2017), Executive Stock Ownership and Retention Guidelines were adopted by the Compensation Committee to further align the interests of executives with the interests of stockholders and further promote the Company’s commitment to sound corporate governance. The Executive Stock Ownership Guidelines are calculated based on a multiple of the executive’s base salary, which is then converted to a fixed number of shares. Once the ownership guideline is established for an executive and communicated, the executive has five years to attain the targeted level of ownership. The Compensation Committee may, from time to time, reevaluate and revise participants’ guidelines to incorporate pay changes or other events. An executive’s stock ownership guideline may also increase because of a change in title.The ownership guidelines for the senior executives are as follows:PositionMultiple of SalaryChief Executive Officer5XExecutive Officers (Section 16)2XStock that counts toward satisfaction of the stock ownership guidelines includes:•Company shares owned outright (i.e. open market purchases) by the executive or his or her immediate family members residing in the same household;•Shares owned indirectly by the executive officer (e.g., by a spouse or other immediate family member or a trust for the benefit of the executive officer or his or her family), whether held individually or jointly;•Time-based restricted shares granted to the executive officer under the Company’s long-term stock incentive plans;•Shares represented by amounts invested in the executive officer’s account under the Company’s 401(k) plan; and•Shares held on behalf of the executive officer that are deemed invested in shares under the Company’s Deferred Compensation Plan.Covered executives are required to achieve their stock ownership guideline within five years from inclusion in the program and continue to maintain and hold the level of stock ownership as long as they are executive officers of the Company. All covered executives were in compliance with the Executive Stock Ownership and Retention Guidelines as of December 31, 2017.Executive and Change of Control AgreementsThe Company maintains Executive Agreements with its Named Executive Officers. The Executive Agreements are not considered employment agreements and the executives are employed “at will” by the Company. These agreements provide protection in the event of a qualified termination, which is defined as an (i) involuntary termination of the executive officer by the Company other than for “Cause” or (ii) either an involuntary termination other than for “Cause” or a voluntary termination by the executive for “Good Reason,” in each case, during a specified period of time after a corporate “Change of Control” (as defined in each Executive Agreement) of the Company. The triggering events were selected due to the executive not having complete control of his or her circumstances. Executives are exercising control over their circumstances when they resign voluntarily without Good Reason or are terminated for Cause. As a result, these events do not trigger any payments.The Change of Control provision in the Executive Agreement is intended to encourage continued employment by the Company of its executive officers and to allow such executive to be in a position to provide assessment and advice to the Board of Directors regarding any proposed Change of Control without concern that such executivemight be unduly distracted by the uncertainties and risks created by a proposed Change of Control. Executive Agreements entered into previously with Mrs. Taylor and Messrs. Cragg and Steen entitle the executive to be made whole for any excise taxes incurred with respect to severance payments that are in excess of the limits set forth under the Internal Revenue Code. The Company discontinued the practice of providing tax gross-ups in its Executive Agreements several years ago, and accordingly, the Executive Agreements entered into with Messrs. Hajdik and Moses do not contain excise tax gross up protection.The Executive Agreements have a term of three years and are extended automatically for one additional day on a daily basis, unless notice of non-extension is given by the Board of Directors of the Company, in which case the Executive Agreement will terminate on the third anniversary of the date notice is given. To receive benefits under the Executive Agreement, the executive officer will be required to execute a release of all claims against the Company. See “Potential Payments Under Termination or Change of Control” in this Proxy Statement for additional disclosures of severance and Change of Control payments for Named Executive Officers.34 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSISThe Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis filed in this document. The Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2017.THE COMPENSATION COMMITTEERobert L. Potter , ChairmanLawrence R. DickersonMark G. PapaStephen A. Wells35 COMPENSATION DISCUSSION AND ANALYSISThe table below summarizes the total compensation paid or earned by our Named Executive Officers for each fiscal year in the three year period ended December 31, 2017. The Company has not entered into any employment agreements with any of our Named Executive Officers.Name and Principal Position Year Salary
($) Stock
Awards
($) (1) Option
Awards
($) (1) Non-Equity
Incentive Plan
Compensation
($) (2) All Other
Compensation
($) (3) Total
($) Cindy B. Taylor 2017 800,000 3,249,976 — 1,110,052 70,136 5,230,164 President & Chief 2016 800,000 2,350,007 — 411,783 43,730 3,605,520 Executive Officer 2015 800,000 2,501,454 619,380 — 111,537 4,032,371 Lloyd A. Hajdik 2017 421,154 1,249,978 — 438,284 36,488 2,145,904 Executive Vice President, 2016 396,442 1,850,004 — 142,842 27,742 2,417,030 Chief Financial Officer & Treasurer 2015 375,000 820,004 202,864 — 39,385 1,437,253 Christopher E. Cragg 2017 433,846 1,249,978 — 609,129 26,968 2,319,921 Executive Vice President, 2016 400,000 899,998 — 65,885 21,806 1,387,689 Operations 2015 400,000 939,684 232,834 — 46,878 1,619,396 Lias J. Steen 2017 421,154 1,199,999 — 438,284 36,636 2,096,073 Executive Vice President, 2016 400,000 849,986 — 144,124 25,476 1,419,586 Human Resources & Legal 2015 400,000 911,772 225,841 — 52,735 1,590,348 Philip S. Moses 2017 350,000 1,199,999 — 132,453 42,167 1,724,619 Executive Vice President, 2016 350,000 849,986 — 470,243 28,800 1,699,029 Offshore Products 2015 330,000 600,096 148,318 195,750 37,913 1,312,077 (1)These columns represent the dollar amounts for the years shown of the aggregate grant date fair value of restricted stock awards, performance-based awards and option awards, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Values actually earned can vary greatly from reported amounts depending upon movements in the stock price during the vesting period. Generally, the aggregate grant date fair value is the aggregate amount that the Company expects to expense in its financial statements over the award’s vesting schedule (generally three to four years) and, for performance-based awards, is based upon the probable outcome (here, between target and overachievement) of the applicable performance conditions. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect the Company’s future accounting expense for these awards and options, and do not necessarily correspond to the actual value that will be recognized by our Named Executive Officers. All options awarded were priced at the date of the award. See Note 14 to our consolidated financial statements included in our Form 10-K for additional detail regarding assumptions underlying the value of these awards. The performance-based stock awards can potentially achieve a maximum number of shares equal to 200% of the target level of shares, depending on the Company’s performance. The maximum number of shares (200% of target levels) and the corresponding grant date fair value of that level of payout is reflected in the Grants of Plan-Based Awards table below. The actual performance level achieved through December 31, 2017 was 100% of target for the 2016 awards and 80% of target for the 2017 awards.(2)Amounts of “Non-Equity Incentive Plan Compensation” paid to each applicable Named Executive Officer were made pursuant to the Company’s Annual Incentive Compensation Plan. For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short–Term Incentive.”(3)The 2017 amount shown in “All Other Compensation” column reflects the following for each Named Executive Officer: 401 (k)
Plan Match
($) (a) Deferred
Compensation
Plan Match
($) (a) Other
($) (b) Total
($) Cindy B. Taylor 8,808 52,398 8,930 70,136 Lloyd A. Hajdik 6,190 22,259 8,039 36,488 Christopher E. Cragg 13,500 11,487 1,981 26,968 Lias J. Steen 8,285 19,979 8,372 36,636 Philip S. Moses 12,402 28,937 828 42,167 (a)Represents the matching contributions and adjustments made by the Company to each of our Named Executive Officers pursuant to the 401(k) Retirement Plan and the Deferred Compensation Plan as more fully described in “Nonqualified Deferred Compensation,” included herein.(b)The amounts shown in the “Other” column in the table above include club dues and the imputed income attributable to term life insurance benefits provided for Mrs. Taylor and Messrs. Hajdik, Cragg, Moses and Steen.36 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSISThe following table provides information about equity and non-equity awards granted to our Named Executive Officers in 2017, including the following: (1) the grant date; (2) the estimated possible payouts under the non-equity incentive plan, which is discussed in “Compensation Discussion and Analysis—Elements of Compensation—Long–Term Incentive”, included herein; (3) thenumber of performance-based awards pursuant to the Company’s 2001 Equity Participation Plan; (4) the number of restricted stock awards pursuant to the Company’s 2001 Equity Participation Plan; and (5) the fair value of each equity award computed in accordance with FASB ASC Topic 718—Stock Compensation as of the grant date. All Other Stock Grant Date Awards: Fair Value Estimated Future Payouts Under Estimated Future Payouts Under Number of of Stock Non-Equity Incentive Plan Performance-Based Stock Shares of and Awards(1) Awards(2) Stock or Option Name Plan Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Units
(#) (3) Awards
($) (4) Cindy B. Taylor AICP — 800,000 1,600,000 2001 Plan 2/15/2017 13,176 26,351 52,702 1,072,486 2001 Plan 2/15/2017 53,501 2,177,491 2001 Plan 2/15/2017 — Lloyd A. Hajdik AICP — 315,866 631,732 2001 Plan 2/15/2017 5,068 10,135 20,270 412,495 2001 Plan 2/15/2017 20,577 837,484 2001 Plan 2/15/2017 — Christopher E. Cragg AICP 2/15/2017 — 347,077 694,154 2001 Plan 2/15/2017 5,068 10,135 20,270 412,495 2001 Plan 2/15/2017 20,577 837,484 2001 Plan — Lias J. Steen AICP 2/15/2017 — 315,866 631,732 2001 Plan 2/15/2017 4,865 9,730 19,460 396,011 2001 Plan 2/15/2017 19,754 803,988 2001 Plan — Philip S. Moses AICP 2/15/2017 — 280,000 560,000 2001 Plan 2/15/2017 4,865 9,730 19,460 396,011 2001 Plan 2/15/2017 19,754 803,988 2001 Plan 2/15/2017 — (1)The amounts shown in the column “Target” reflect the target level of bonus payable under the Company’s AICP (see discussion in “Compensation Discussion and Analysis—Elements of Compensation—Short–Term Incentive,” included herein) which is based on an executive’s base salary paid during the year multiplied by the executive’s bonus percentage. The base salary used in this table is the base salary in effect as of December 31, 2017; however, actual awards are calculated based on a participant’s eligible AICP earnings paid in the year. The amount shown in the “Maximum” column represents 200% of the target amount. Performance results at or below the threshold level percentage of performance targets established under the AICP will result in no payments being made under the AICP. The threshold level percentage was set at 75% to 85% of target in 2017 for specific Named Executive Officers, depending on the business unit involved. If the performance results fall between the threshold level and the target level, 0 – 100% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the maximum level, 100 – 200% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels.(2)The amounts shown under “Estimated Future Payouts Under Performance–Based Stock Awards” include performance-based awards as described as “Elements of Compensation – Long-Term Incentives” in this Proxy Statement. Target level performance of awards granted in 2017 is based on Relative TSR. Relative TSR is to be calculated based on average stock prices for the last 20 trading days of the calendar year preceding the performance period (i.e. last 20 trading days of 2016) compared to the last 20 trading days at the end of the performance period (i.e. last 20 trading days of 2019) compared against the 2017 peer group. If the Relative TSR performance is less than 25%, 100% of the performance-based awards will be forfeited. If the performance is between 25%-74%, 50% up to 193% of the performance-based awards will vest. If the performance is greater than or equal to 75%, the performance-based awards vest at 200%. As of December 31, 2017, the performance-based awards measured on Relative TSR were at a 80% achievement level.(3)The amounts shown in “All Other Stock Awards” column reflect the number of restricted stock awards granted in 2017 pursuant to the Company’s 2001 Equity Participation Plan. These awards carry a three year vesting requirement to be fully earned.(4)This column shows the full grant date fair value of restricted stock awards, performance-based stock awards, phantom stock awards and stock options computed under FASB ASC Topic 718—Stock Compensation which were granted to our Named Executive Officers during 2017. Generally, the full grant date fair value is the amount that the Company would expense in its financial statements over the award or option vesting schedule and, for performance- based awards, is based upon the probable outcome of the applicable performance conditions.37 COMPENSATION DISCUSSION AND ANALYSISWhile not considered employment agreements, each of our Named Executive Officers is party to an Executive Agreement. For a description of these agreements, please see “Compensation Discussion and Analysis—Executive and Change of Control Agreements.” The compensation amounts described in the preceding table were determined as described under “CompensationDiscussion and Analysis—Elements of Compensation.” The material terms of the awards reported in the Grants of Plan-Based Awards Table below are described in the “Compensation Discussion and Analysis—Elements of Compensation—Short–Term Incentive” and “—Long-Term Incentives.”OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR ENDThe following table provides information on the holdings of stock options and stock awards by our Named Executive Officers as of December 31, 2017. This table includes outstanding and exercisable option awards and unvested stock awards, including restricted stock awards, performance-based awards and phantom stock awards, if any. Each equity grant is shown separately for each Named Executive Officer. The vesting schedule for each grant is provided in this table, based on the option or stock award grant date or other factors, as discussed. Accelerated vesting provisions applicable to the outstanding awards are described below under “—Potential Payments Upon Termination or Change in Control.” The market value of the stock awards is based on the closing market price of theCompany’s common stock as of December 29, 2017 (the last day of trading in 2017), which was $28.30. In accordance with disclosure requirements, performance-based awards have been presented in the table below assuming that the performance period ended on December 31, 2017 and that the performance level achievement would have been at target for the 2016 awards and 2017 awards. However, the actual performance level achieved through December 31, 2017 was 100% of target for the 2016 awards and 80% of target for the 2017 awards. For additional information about these awards, see the description of equity incentive compensation in “Compensation Discussion and Analysis Elements of Compensation—Long–Term Incentives,” included herein.Name of Grant Award Number Portion Exercise Expiration Market Executive Date Type Outstanding Exercisable Price Date Value Vesting Schedule Cindy B. Taylor 02/17/2011 Options 25,737 25,737 $ 43.95 2/17/21 $ — 02/16/2012 Options 27,453 27,453 49.33 2/16/22 — 02/19/2013 Options 22,652 22,652 46.78 2/19/23 — 02/19/2014 Restricted Stock 7,721 218,504 100% on 2/19/2018 02/19/2014 Options 17,158 12,869 58.54 2/19/24 — 100% on 2/19/2018 02/18/2015 Restricted Stock 14,787 418,472 50% in 2018 and 2019 02/18/2015 Options 46,500 23,250 42.29 2/18/25 — 50% in 2018 and 2019 02/17/2016 Restricted Stock 42,291 1,196,835 50% in 2018 and 2019 02/17/2016 Performance 31,245 884,234 100% in 2018, subject Stock Unit to performance 02/15/2017 Restricted Stock 53,501 1,514,078 33% in 2018, 2019 and 2020 02/15/2017 Performance 26,351 745,733 100% in 2019, subject Stock Unit to performance Total 315,396 111,961 $4,977,856 Lloyd A. Hajdik 02/19/2014 Restricted Stock 2,531 $ 71,627 100% on 2/19/2018 02/19/2014 Options 5,662 4,247 $ 58.54 2/19/24 — 100% on 2/19/2018 02/18/2015 Restricted Stock 4,847 137,170 50% in 2018 and 2019 02/18/2015 Options 15,230 7,616 42.29 2/18/25 — 50% in 2018 and 2019 02/17/2016 Restricted Stock 15,296 432,877 50% in 2018 and 2019 02/17/2016 Performance 11,301 319,818 100% in 2018, subject Stock Unit to performance 08/23/2016 Restricted Stock 20,444 578,565 50% in 2018 and 2019 02/15/2017 Restricted Stock 20,577 582,329 33% in 2018, 2019 and 2020 02/15/2017 Performance 10,135 286,821 100% in 2019, subject Stock Unit to performance Total 106,023 11,863 $2,409,207 38 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSISName of Grant Award Number Portion Exercise Expiration Market Executive Date Type Outstanding Exercisable Price Date Value Vesting Schedule Christopher E. 02/17/2011 Options 4,289 4,289 $ 43.95 02/17/2021 $ — Cragg 02/16/2012 Options 7,721 7,721 49.33 02/16/2022 — 02/19/2013 Options 6,863 6,863 46.78 02/19/2023 — 02/19/2014 Restricted Stock 2,359 66,760 100% on 2/19/2018 02/19/2014 Options 6,863 5,148 58.54 02/19/2024 — 100% on 2/19/2018 02/18/2015 Restricted Stock 5,554 157,178 50% in 2018 and 2019 02/18/2015 Options 17,480 8,740 42.29 02/18/2025 — 50% in 2018 and 2019 02/17/2016 Restricted Stock 16,196 458,347 50% in 2018 and 2019 02/17/2016 Performance 11,966 338,638 100% in 2018, subject Stock Unit to performance 02/15/2017 Restricted Stock 20,577 582,329 33% in 2018, 2019 and 2020 02/15/2017 Performance 10,135 286,821 100% in 2019, subject Stock Unit to performance Total 110,003 32,761 $1,890,073 Lias J. Steen 02/17/2011 Options 4,289 4,289 $ 43.95 02/17/2021 $ — 02/16/2012 Options 7,721 7,721 49.33 02/16/2022 — 02/19/2013 Options 6,863 6,863 46.78 02/19/2023 — 02/19/2014 Restricted Stock 2,359 66,760 100% on 2/19/2018 02/19/2014 Options 6,863 5,148 58.54 02/19/2024 — 100% on 2/19/2018 02/18/2015 Restricted Stock 5,390 152,537 50% in 2018 and 2019 02/18/2015 Options 16,955 8,478 42.29 02/18/2025 — 50% in 2018 and 2019 02/17/2016 Restricted Stock 15,296 432,877 50% in 2018 and 2019 02/17/2016 Performance 11,301 319,818 100% in 2018, subject Stock Unit to performance 02/15/2017 Restricted Stock 19,754 559,038 33% in 2018, 2019 and 2020 02/15/2017 Performance 9,730 275,359 100% in 2019, subject Stock Unit to performance Total 106,521 32,499 $1,806,389 Philip S. Moses 02/17/2011 Options 5,147 5,147 $ 43.95 02/17/2021 $ — 02/16/2012 Options 5,147 5,147 49.33 02/16/2022 — 02/19/2013 Options 5,147 5,147 46.78 02/19/2023 — 02/19/2014 Restricted Stock 1,287 36,422 100% on 2/19/2018 02/19/2014 Options 4,461 3,346 58.54 02/19/2024 — 100% on 2/19/2018 02/18/2015 Restricted Stock 3,547 100,380 50% in 2018 and 2019 02/18/2015 Options 11,135 5,568 42.29 02/18/2025 — 50% in 2018 and 2019 02/17/2016 Restricted Stock 15,296 432,877 50% in 2018 and 2019 02/17/2016 Performance 11,301 319,818 100% in 2018, subject Stock Unit to performance 02/15/2017 Restricted Stock 19,754 559,038 33% in 2018, 2019 and 2020 02/15/2017 Performance 9,730 275,359 100% in 2019, subject Stock Unit to performance Total 91,952 24,355 $1,723,894 39 COMPENSATION DISCUSSION AND ANALYSISOPTION EXERCISES AND STOCK VESTEDThe following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of stock awards and the value realized, in each case before payment of any applicable withholding tax or exercise prices. None of our Named Executive Officers exercised stock options during 2017. Stock Awards (1) Pre-tax Number of Shares Value Realized Acquired on Vesting on Vesting Name (#) ($) Cindy B. Taylor 43,920 1,589,904 Lloyd A. Hajdik 22,826 676,038 Christopher E. Cragg 15,595 564,539 Lias J. Steen 15,062 545,244 Philip S. Moses 11,997 434,291 (1)Reflects shares received pursuant to restricted stock awards under the 2001 Equity Participation Plan for grants made in 2013 through 2016 to each Named Executive Officer. The value realized upon vesting of these awards represents the aggregate dollar amount realized by the Named Executive Officer upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting date.NONQUALIFIED DEFERRED COMPENSATIONDeferred Compensation PlanThe Company maintains the Deferred Compensation Plan, which is a nonqualified deferred compensation plan for U.S. citizens that permits our directors and eligible employees to elect to defer all or a part of their cash compensation (base and/or incentive pay) from us until the termination of their status as a director or employee or a change of control.Employees that participate in the Deferred Compensation Plan do not receive any additional compensation other than the employer match on compensation deferred equivalent to what would have been matched in the Company’s 401(k) plan, absent certain IRS limitations. A deferral election may provide for deferring different forms or levels of compensation (base salary and/or incentive compensation) during the year. The Compensation Committee administers the Deferred Compensation Plan. Participating employees are eligible to receive from the Company a matching deferral under the Deferred Compensation Plan that is intended to compensate them for contributions they could not receive from the Company under the 401(k) plan due to the various limits imposed on 401(k) plans by U.S. federal income tax laws. Directors who elect to participate in the Deferred Compensation Plan do not receive any matching contributions.Employee contributions into the Deferred Compensation Plan are automatically vested and an employee can defer all of their salary and bonus compensation. Since the investment choices under the Deferred Compensation Plan are identical to the choices The Retirement Plan Compensation Committee is composed of employees of the Company. The Compensation Committee has established a grantor trust to hold the amounts deferred under the Deferred Compensation Plan by the Company’s officers, directors and other employees. All amounts deferred under the Deferred Compensation Plan remain subject to the claims of the Company’s creditors.Allocation of net income (or net loss) in each participant’s account is divided into sub accounts to reflect each participant’s deemed investment designation in a particular fund(s). As of each valuation date, the net income (or net loss) of each fund is allocated among the corresponding sub accounts of the participants. Each sub account is credited with (or debited for) that portion of such net income (or net loss) due to the change in the value of each corresponding sub account from the prior valuation date.2001 Equity Participation Plan). For “Key Employees,” as defined in IRS regulations, distributions of deferrals made after 2004 due to the Key Employee’s “separation from service” will generally be delayed at least six months. Any other withdrawals by the participant will be made in compliance with limitations imposed under Section 409A of the Internal Revenue Code.40 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Aggregate Aggregate Executive Registrant Earnings Balance Contributions Contribution (Loss) Aggregate At Last in Last in Last in Last Withdrawals/ Fiscal Fiscal Year Fiscal Year Fiscal Year Distributions Year End Name ($) (1) ($) (2) ($) (3) ($) ($) Cindy B. Taylor 64,707 57,081 432,824 — 3,247,005 Lloyd A. Hajdik 33,840 22,010 25,376 — 171,925 Christopher E. Cragg 26,031 11,487 132,792 — 1,017,370 Lias J. Steen 33,917 21,538 72,892 — 459,326 Philip S. Moses 49,618 39,071 93,655 — 613,753 (1)All contribution amounts for the last fiscal year reported in this table are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” amounts reported in the Summary Compensation Table for 2017.(2)Amounts reported as Company matching contributions or adjustments in this column are also included in the “All Other Compensation” column of the Summary Compensation Table for 2017.(3)This column represents net unrealized appreciation, depreciation, dividends and distributions from mutual fund and other investments for 2017 associated with investments held in the Deferred Compensation Plan for Mrs. Taylor and Messrs. Hajdik, Cragg, Steen and Moses.NAME Cindy B. Taylor 172,307 134,276 841,007 (7,425) 6,004,079 Lloyd A. Hajdik 84,793 58,327 99,537 — 681,126 Philip S. Moses 63,910 63,818 148,360 (8,475) 1,109,123 Brian E. Taylor 13,108 23,567 10,748 — 90,377 in 2017 to include companyCompany owned life insurance as a component of the Deferred Compensation Plan to partially fund the cost of the plan with life insurance proceeds if a consenting participant dies. In thebenefit.benefit in the amount of $1,550,000. For consenting participants who are still actively employed by the Company, the Company has agreed to pay a survivor benefit equal to 50% ($775,000) of the individual coverage amount to their designated beneficiary.57 subsidiary that is materially injurious to the Company or such subsidiary regardless of whether a criminal conviction is obtained;subsidiary; executive’s willful and continued failure to devote substantially all of his business time to the Company’s business affairs (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) which failure is not remedied within a reasonable time after written demand is delivered by the Company, which demand specifically identifies the manner in which the Company believes that executive has failed to devote substantially all of hisor her business time to the Company’s business affairs; or executive’s unauthorized disclosure of confidential information of the Company that is materially injurious to the Company. The Executive Agreements generally define “Good Reason” shallto mean a material reduction in the executive’s authority, duties or responsibilities from those in effect immediately prior to the Change of Control or the assignment to executive of duties or responsibilities inconsistent in any material respect from those of executive in effect immediately prior to the Change of Control;responsibilities; a material reduction of executive’s compensation and benefits,including, without limitation, annual base salary, annual bonus, and equity incentive opportunities, from those in effect immediately prior to the Change of Control;benefits; the Company’s failure to obtain a written agreement from any successor or assigns of the Company to assume and perform the executive agreement; or the Company requires executive, without executive’s consent, to be based at any office locatedrelocate more than 50 miles from the Company’s offices to which executive was based immediately prior to the Change of Control, except for travel reasonably required in the performance of executive’s duties.miles. A “Change of Control” for the Executive Agreements shall generally mean any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as theirperson acquires beneficial ownership of stock of the Company), acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that if the Company engages in a merger or consolidation in which the Company or surviving entity in such merger or consolidation becomes a subsidiary of another entity, then references to the Company’s then outstanding securities..; consummation of a merger or consolidation of the Company with another entity, other than a transaction that would result in the Company's outstanding voting securities immediately prior to the transaction continuing to represent more than 50% of the outstanding voting securities of the resulting entity; approval of a complete liquidation of the Company; or the sale or disposition of all or substantially all of the Company's assets. See “Compensation Discussion and Analysis—Executive and Change of Control Agreements” herein for additional information. The scope and terms of compensation due to each Named Executive Officer upon voluntary41 COMPENSATION DISCUSSION AND ANALYSISall salaried employees.20172023 and, therefore, include compensation earnedtime and are estimates of thedate. The table includes estimate amounts which would be paid out to the executives upon their terminations or a Change of Control. Thebecause actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or upon a Change of Control event.Per Mrs. Taylor’sAgreement,Officers’ Executive Agreements, if Mrs. Taylorthe executive is terminated by the Company following a Change of Control (other than termination by the Company for Cause, or by reason of death or disability), or if Mrs. Taylorthe executive voluntarily terminates her employment for Good Reason, in either case, during the 24-month period following a corporate Change of Control, shethen the executive is entitled to receive (i) a lump sum severance payment of two times (or two and onea half timesin the case of Ms. C. Taylor) the sum of herthe executive’s base salary and the target annual bonus that may be earned by herthe executive pursuant to the AICP for the year of termination. If Mrs. Taylor is terminated bytermination or the Company not for Cause other than duringyear preceding the 24-month period following a Change of Control, shewhichever is entitledthe greater amount, (ii) medical and dental health benefits and disability benefits coverage until the earlier of (A) 36 months and (B) the date the executive begins receiving comparable benefits from a subsequent employer, (iii) 100% vesting of all restricted shares, restricted stock units and stock options (and such options shall remain exercisable for the remainder of their term), (iv) vesting of all contributions to receive a lump sum severance payment of oneour 401(k) plan and one half times the sum of her base salary and the target annual bonus that may be earned by her pursuantAICP forextent not already vested and (v) outplacement services equal to a maximum of 15% of the executive’s salary at the time of termination until the earliest to occur of (A) December 31 of the second calendar year following the year of termination.Pursuant to the Company’s other Named Executive Officers’ Executive Agreements, if any of them is terminated by the Company following a Change of Control (other than termination by the Company for Cause, or by reason of death or disability), or if any of them voluntarily terminate their employment for Good Reason, in either case, during the 24-month period following a corporate Change of Control, then the affected Named Executive Officer is entitled to receive a lump sum severance payment of two times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the AICP for the year of termination. If any of them are terminated by the Company not for Cause other than during the 24-month period following a Change of Control, he is entitled to receive a lump sum severance payment of one times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the AICP for the year of termination.If any Named Executive Officer is terminated by the Company not for Cause other than during the 24-month period following a corporate Change of Control, the Executive Agreements provide (i) for the cash lump sum severance payments described above, (ii) that all restrictions on restricted stock and phantom stock units will lapse and (iii) for continued health benefits for 12 months. Any vested, non-qualified stock options would expire after 3 months of(B) the date of termination if not exercised prior to their expiration.The Change of Control provision in the Executive Agreements is intended to encourage continued employment by the Company of its executive officers and to allow such executives to be in a position to provide assessment and advice to the Board of Directors regarding any proposed Change of Control without concern that such executives might be unduly distracted by the uncertainties and risks created by a proposed Change of Control.accepts subsequent employment. Unlike “single trigger” plans that pay out immediately upon a change of control, the executive agreements require a “double trigger” (i.e. a change of control along with an involuntary loss of employment)followed by a qualified termination) for the payment of severance. However, the Executive Agreements provide that upon a Change in Control all awards of stock options will become vested and exercisable.qualified termination occursexecutive is terminated by the Company without Cause other than during the 24-month period following a corporate Change of Control, the agreementsExecutive Agreements provide (i) for the casha lump sum severance payments described above. Withpayment of one times (or one and one half with respect to such a qualified termination,Ms. C. Taylor) the sum of the executive’s base salary and the target annual bonus that may be earned by the executive officerpursuant to the AICP for58 2024 Proxy Statement also be entitled to (A)lapse and (iii) for continued medical and dental health benefits and disability benefits coverage until the earlier of (i) 36 (A) 24 months and (ii)(B) the date the executive begins receiving comparable benefits from a subsequent employer, (B) vesting of all contributions to our 401(k) plan and Deferred Compensation Plan to the extent not alreadyemployer. Any vested, and (C) outplacement services equal to a maximum of 15%non-qualified stock options would expire after 3 months of the executive’s salary at the timedate of termination until the earliestif not exercised prior to occur of (i) December 31 of the second calendar year following the year of termination and (ii) the date the executive accepts subsequent employment. In addition, solely upon a Change of Control, the agreements provide that all restricted stock, performance-based stock, phantom stock and options will become vested, that all restrictions on such awards will lapse and that outstanding stock options will remain exercisable for the remainder of their terms.expiration.agreementsAgreement entered into previously with Mrs.Ms. C. Taylor and Messrs. Cragg and Steen entitle the executive to be made whole for anyduring 2001 contains parachute payment excise taxes incurred with respect to severance payments that are in excess of the limits set forth under the Internal Revenue Code.tax gross up protection. Executive Agreements entered into with Messrs. Hajdik, Moses and MosesTaylor do not contain excise tax gross up protection.Agreement,Agreements, the executive officer will be required to execute a release of all claims against the Company. Please see “Nonqualified Deferred Compensation” for information regarding the aggregate balance of each Named Executive Officer who participates in the Deferred Compensation Planfor additional information regarding payments under the Deferred Compensation Plan.42 2018 Proxy Statement
Performance-Based Awards COMPENSATION DISCUSSION AND ANALYSISEquity AwardsThe Company’s stock option agreements provide that, in the event of an employee’s disability, retirement or death, outstanding unvested stock options will become fully vested and will be exercisable for a period of one year following the employee’s date of termination due to disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), retirement (on or after attainment of age 65 or, with the Compensation Committee’s express written consent, on or after the age of 55) or death. The Company’s restricted stock award agreements provide that restricted stock awards will become fully vested on (i) the date a Change of Control occurs or (ii) the termination of an employee’s employment due to his or her death or a disability that entitles the employee to receive benefits under a long-term disability plan of the Company. The Company’s performance-based award agreements provided that, if prior to the eighteen-month anniversary of the grant date of the award, (A) a Change of Control occurs, or (B) the employee retires or becomes disabled or dies, then the performance-based award will vest upon the occurrence of such event at such level as specified in the applicable award agreement.percentagepercentages with respect to the performance-based stock awards (cumulative EBITDA) would be calculated using the actual level of performance attained for the award on the last day of the fiscal quarter that is coincident with or immediately precedes the Change of Control or the termination event, as applicable. The determined percentages with respect to the performance-based cash award (Relative TSR) would be calculated using the actual level of performance attained for the award on the date of the applicable vesting event (the Change of Control), or the termination event, as applicable. In the event that the acceleration is due to the employee’s disability or death, both the target level and the determined percentage will be further multiplied by a fraction that is based upon the number of days the employee was actually employed during the performance period compared to the total number of days in the performance period.Also following the eighteen-month anniversary of the grant date, inIn the event that the employee retires (defined6058 that is due to a reason other than death or disability), the performance-based award will vest based upon actual performance on the "determined percentage" of target described above, but if the retirement date occurs prior to the eighteen-month anniversary of the grant date of the employee’s retirement, butaward, then the award will be further multiplied by a fraction that is based upon the number of days the employee was actually employed during the performance period compared to the total number of days in the performance period.59 2017.2023. In addition, the tables that follow show the potential payments upon the hypothetical (i) disability, retirement or death of our Named Executive Officers, and (ii) Change of Control of the Company, in each case, occurring as of December 31, 2017. Potential Payments Upon Termination and Change of Control Involuntary Not for Termination Cause Termination with a Disability, without a Change Change of Retirement, Change of of Control on Control on or Death on Control on Executive Benefits and Payments Upon Separation 12/31/2017 12/31/2017 12/31/2017 12/31/2017 Cindy B. Taylor Compensation: Cash Severance $ 2,400,000 $ 4,000,000 $ — $ — Stock Options (1) — — — — Stock Awards (1) 5,814,829 5,814,829 5,814,829 5,814,829 Benefits & Perquisites: Health and Welfare Benefits (2) 21,207 31,436 — — Outplacement Assistance (3) — 120,000 — — Tax Gross Up — — — — Total $ 8,236,036 $ 9,966,265 $ 5,814,829 $ 5,814,829 Lloyd A. Hajdik Compensation: Cash Severance $ 743,750 $ 1,487,500 $ — $ — Stock Options (1) — — — — Stock Awards (1) 2,683,576 2,683,576 2,683,576 2,683,576 Benefits & Perquisites: Health and Welfare Benefits (2) 21,207 31,436 — — Outplacement Assistance (3) — 63,750 — — Total $ 3,448,533 $ 4,266,262 $ 2,683,576 $ 2,683,576 43POTENTIAL PAYMENTS UPON TERMINATION AND
CHANGE OF CONTROLEXECUTIVE BENEFITS AND PAYMENTS
UPON SEPARATIONTERMINATION
WITH A
CHANGE OF
CONTROL ON
12/31/2023CHANGE OF
CONTROL ON
12/31/2023Cindy B. Taylor Compensation: $ 2,983,125 $ 4,971,875 $ — $ — 5,678,545 5,678,545 5,678,545 5,678,545 2,700,000 2,700,000 2,700,000 2,700,000 Benefits & Perquisites: 20,146 30,219 — — — 138,750 — — Tax Gross Up — 3,725,394 — — Total $ 11,381,816 $ 17,244,783 $ 8,378,545 $ 8,378,545 Lloyd A. Hajdik Compensation: $ 940,500 $ 1,881,000 $ — $ — 1,971,721 1,971,721 1,971,721 1,971,721 937,500 937,500 937,500 937,500 Benefits & Perquisites: 20,146 30,219 — — — 74,250 — — Total $ 3,869,867 $ 4,894,690 $ 2,909,221 $ 2,909,221 60 2024 Proxy Statement TablePOTENTIAL PAYMENTS UPON TERMINATION AND
CHANGE OF CONTROLEXECUTIVE BENEFITS AND PAYMENTS
UPON SEPARATIONTERMINATION
WITH A
CHANGE OF
CONTROL ON
12/31/2023CHANGE OF
CONTROL ON
12/31/2023Philip S. Moses Compensation: $ 940,500 $ 1,881,000 $ — $ — 1,971,721 1,971,721 1,971,721 1,971,721 937,500 937,500 937,500 937,500 Benefits & Perquisites: 20,146 30,219 — — — 74,250 — — Total $ 3,869,867 $ 4,894,690 $ 2,909,221 $ 2,909,221 Brian E. Taylor Compensation: $ 525,300 $ 1,050,600 $ — $ — 461,652 461,652 461,652 461,652 — 320,000 320,000 320,000 Benefits & Perquisites: 20,146 30,219 — — — 52,530 — — Total $ 1,007,098 $ 1,915,001 $ 781,652 $ 781,652 ContentsDecember 31, 2023. COMPENSATION DISCUSSION AND ANALYSIS Potential Payments Upon Termination and Change of Control Involuntary Not for Termination Cause Termination with a Disability, without a Change Change of Retirement, Change of of Control on Control on or Death on Control on Executive Benefits and Payments Upon Separation 12/31/2017 12/31/2017 12/31/2017 12/31/2017 Christopher E. Cragg Compensation: Cash Severance $ 792,000 $ 1,584,000 $ — $ — Stock Options (1) — — — — Stock Awards (1) 2,204,486 2,204,486 2,204,486 2,204,486 Benefits & Perquisites: Health and Welfare Benefits (2) 21,207 31,436 — — Outplacement Assistance (3) — 66,000 — — Tax Gross Up — — — — Total $ 3,017,693 $ 3,885,922 $ 2,204,486 $ 2,204,486 Lias J. Steen Compensation: Cash Severance $ 743,750 $ 1,487,500 $ — $ — Stock Options (1) — — — — Stock Awards (1) 2,111,463 2,111,463 2,111,463 2,111,463 Benefits & Perquisites: Health and Welfare Benefits (2) 21,207 31,436 — — Outplacement Assistance (3) — 63,750 — — Tax Gross Up — — — — Total $ 2,876,420 $ 3,694,149 $ 2,111,463 $ 2,111,463 Philip S. Moses Compensation: Cash Severance $ 630,000 $ 1,260,000 $ — $ — Stock Options (1) — — — — Stock Awards (1) 1,924,683 1,924,683 1,924,683 1,924,683 Benefits & Perquisites: Health and Welfare Benefits (2) 21,207 31,436 — — Outplacement Assistance (3) — 52,500 — — Total $ 2,575,890 $ 3,268,619 $ 1,924,683 $ 1,924,683 (1)Reflects the value of unvested stock options, restricted stock awards and performance-based awards as of December 31, 2017(2)Reflects the value of unvested restricted stock awards and performance-based stock awards as of December 31, 2023 that would be accelerated as a result of the separation event based on the Company’s stock price of $28.30, which was the closing market price of the Company’s common stock as of December 29, 2017 (the last day of trading in 2017). Performance-based awards have been quantified assuming that the performance period ended on December 31, 2017 and that the performance level achievement would have been at target for the 2015, 2016 and 2017 awards; however, the actual performance level achieved at December 31, 2017 was 0% of target for the 2015 awards, 100% of target for the 2016 awards and 80% of target for the 2017 awards. The amounts reported in the “Stock Options” row, if any, would also be realized by the Named Executive Officers in the event of a Named Executive Officer’s disability, retirement or death occurring on December 31, 2017. In addition, the amounts reported in the “Stock Awards” row would be realized by our Named Executive Officers in the event of the occurrence of a Change of Control (without the occurrence of a qualified termination) or upon our Named Executive Officer’s death or disability, in each case, occurring on December 31, 2017.(2)Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the Named Executive Officer under the Company’s health and welfare benefit plans for the applicable continuation period specified in the Executive Agreements.(3)Reflects the maximum amount of outplacement assistance that would be provided for the Named Executive Officer pursuant to the Executive Agreement.As a result of the recently adopted rulesseparation event based on the Company’s stock price of $6.79, which was the closing market price of the Company’s common stock as of December 29, 2023. Performance-based stock awards have been quantified assuming that the performance period ended on December 31, 2023 and that the performance level achievement would have been at target for the 2021, 2022 and 2023 awards. In addition, the amounts reported in the “Stock Awards” row would be realized by our Named Executive Officers in the event of the occurrence of a Change of Control (without the occurrence of a qualified termination) or upon our Named Executive Officer’s death or disability, in each case, occurring on December 31, 2023. Retirement payments are only applicable as described above.Dodd-Frank Act, beginning with our 2018 Proxy Statement,Company’s health and welfare benefit plans for the SEC requiresapplicable continuation period specified in the disclosureExecutive Agreements.61 YEAR 2023 $ 5,126,521 $ 4,464,232 $ 1,656,697 $ 1,484,105 $ 42 $ 100 $ 12.9 $ 87.8 2022 5,584,250 7,421,144 1,832,523 2,297,346 46 102 (9.5) 74.0 2021 4,761,053 4,904,405 1,234,400 1,325,808 31 56 (64.0) 38.1 2020 5,181,793 270,834 1,573,433 140,629 31 56 (468.4) 26.1 2023 2022 2021 2020 CEO/PEO SUMMARY COMPENSATION TABLE TOTALS $ 5,126,521 $ 5,584,250 $ 4,761,053 $ 5,181,793 Add (Subtract): Fair value of equity awards granted during the year from the Summary Compensation Table (2,700,004) (2,699,998) (2,699,999) (2,916,427) Fair value at year end of equity awards granted during the year 2,012,407 3,084,531 2,604,364 810,404 Change in fair value of equity awards granted in prior years that were unvested as of the end of the year (449,527) 1,221,323 (7,783) (2,262,720) Change in fair value of equity awards granted in prior years that vested during the year 474,835 231,038 246,770 (542,216) Equity awards granted in prior years that were forfeited during the year — — — — Total Equity Award Related Adjustments (662,289) 1,836,894 143,352 (4,910,959) COMPENSATION ACTUALLY PAID TOTALS $ 4,464,232 $ 7,421,144 $ 4,904,405 $ 270,834 median employee pay ratio. Therefore,the totals presented above, compensation reported on Ms. C. Taylor's Form W-2's was $4.9 million, $3.2 million, $3.2 million and $2.8 million in 2023, 2022, 2021 and 2020, respectively.62 2024 Proxy Statement 2023 2022 2021 2020 NON-PEO/OTHER NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS $ 1,656,697 $ 1,832,523 $ 1,234,400 $ 1,573,433 Add (Subtract): Fair value of equity awards granted during the year from the Summary Compensation Table (725,001) (725,000) (491,251) (834,810) Fair value at year end of equity awards granted during the year 540,369 828,254 468,666 244,810 Change in fair value of equity awards granted in prior years that were unvested as of the end of the year (111,888) 297,515 (1,670) (674,984) Change in fair value of equity awards granted in prior years that vested during the year 123,928 64,054 115,663 (167,820) Equity awards granted in prior years that were forfeited during the year — — — — Total Equity Award Related Adjustments (172,592) 464,823 91,408 (1,432,804) AVERAGE COMPENSATION ACTUALLY PAID TOTALS $ 1,484,105 $ 2,297,346 $ 1,325,808 $ 140,629 12/31/2023 12/31/2022 12/31/2021 12/31/2020 12/31/2019 Closing Market Price of OIS Common Stock $ 6.79 $ 7.46 $ 4.97 $ 5.02 $ 16.31 63 Financial Performance Measures Consolidated Adjusted EBITDA Consolidated Cash Flow From Operations Average Liquidity Levels Three-Year Cumulative EBITDA EBITDA Growth Rate Relative Stock Price Performance Year ended December, Year-over-Year Changes ($ in millions, except common stock price) 2023 2022 2021 2020 2023 vs 2022 2022 vs 2021 2021 vs 2020 Financial Results: Net Income (Loss) $ 12.9 $ (9.5) $ (64.0) $ (468.4) n.m. 85 % 86 % Consolidated Adjusted EBITDA $ 87.8 $ 74.0 $ 38.1 $ 26.1 19 % 94 % 46 % Total Stockholders' Return: Oil States $ 42 $ 46 $ 31 $ 31 (9 %) 50 % (1) % Peer Groups $ 100 $ 102 $ 56 $ 56 n.m. n.m. n.m. Compensation Actually Paid to: CEO $ 4.5 $ 7.4 $ 4.9 $ 0.3 (39 %) 51 % n.m. Other NEOs (average) $ 1.5 $ 2.3 $ 1.3 $ 0.1 (35 %) 73 % n.m. Oil States Common Stock Price: Beginning of Year $ 7.46 $ 4.97 $ 5.02 $ 16.31 End of Year 6.79 7.46 4.97 5.02 Change in Stock Price (9 %) 50 % (1) % (69) % 64 2024 Proxy Statement Mrs.Ms. C. Taylor. The amounts and ratios described below have been prepared pursuant to applicable rules.CEOChief Executive Officer or that would be paid to our hypothetical median employee, other amounts are estimates based on certain assumptions or they may represent dollar amounts recognized for financial statement reporting purposes in accordance with accounting rules, but do not represent actual dollars received (e.g., dollar values of our CEO’sChief Executive Officer’s stock awards). The explanations herein contain important estimates, assumptions and other information regarding our CEOChief Executive Officer pay ratio disclosures.44 2018 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS2017,2023, our last completed fiscal year:•Mrs. Taylor had total annual compensation of $5,230,164 the Summary Compensation Table included in this Proxy Statement.•Our median employee’s annual total compensation was $57,059.•As a result, we estimate that Mrs. Taylor’s 2017 annual total compensation was approximately 92 times that of our median employee.To identify the Summary Compensation Table included in this Proxy Statement.tookidentified for the following steps:
2022 analysis, although that individual's total annual compensation was recalculated using relevant 2023 data.•We determined that, as of December 31, 2017, our employee population consisted of 3,077 individuals (as reported in Item 1,Business, in our 2017 Form 10-K). This population consisted of our full-time and part-time employees (including both active employees and employees on leave as of December 31, 2017).•We selected December 31, 2017 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner by utilizing 2017 compensation amounts.•We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records. Compensation was not annualized for employees that were not employed by us for all of 2017.•For our employees located outside of the United States, we obtained similar payroll records and converted such information into U.S. dollars using the year-end currency exchange rate.CEO,Chief Executive Officer in 2023, we took the following steps:•After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2017 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $57,059.•With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement.4565 COMPENSATION DISCUSSION AND ANALYSISEQUITY COMPENSATION PLAN INFORMATIONplansplan as of December 31, 2017: Number of Securities Weighted-Average Remaining Available for Number of Securities to Exercise Price of Future Issuance Under Be Issued Upon Exercise Outstanding Options, Compensation Plans of Outstanding Options, Warrants and Rights (Excluding Securities Plan Category Warrants and Rights ($) Reflected in First Column) Equity compensation plans approved by security holders 693,277 49.04 870,537 Equity compensation plans not approved by security holders N/A N/A N/A Total 693,277 49.04 870,537 PLAN CATEGORY NUMBER OF SECURITIES TO
BE ISSUED UPON EXERCISE
OF OUTSTANDING OPTIONS,
WARRANTS AND RIGHTSWEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
($)NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN FIRST
COLUMN)Equity compensation
plans approved by
security holders158,149 50.66 3,433,684 Equity compensation
plans not approved by
security holdersn.a. n.a. n.a. Total 158,149 50.66 3,433,684 2001 Equity Participation Plan has beenwas approved by our stockholders. Based upon the December 29, 2017 (the last day of trading in 2017)2023 closing stock price of $28.30,$6.79, all outstanding stock options are significantly out-of-the-money.The graph below matches the cumulative five-year total return of holders of Oil States International, Inc.’s common stock with the cumulative total returns of the S&P 500 index, the PHLX Oil Service Sector index and a customized peer group of sixteen companies that includes: Archrock Inc., Bristow Group Inc., Carbo Ceramics Inc., Core Laboratories NV, Dril-Quip Inc., Forum Energy Technologies Inc., Franks International NV, Helix Energy Solutions Group Inc., Helmerich And Payne Inc., Key Energy Services Inc., McDermott International Inc., Oceaneering International Inc., Patterson-UTI Energy Inc., RPC Inc., Superior Energy Services Inc. and Tidewater Inc. The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2012 and tracks it through 12/31/2017.
OIL STATES INTERNATIONAL – NYSE Cumulative Total Return 12/12 12/13 12/14 12/15 12/16 12/17 ($) ($) ($) ($) ($) ($) OIL STATES INTERNATIONAL, INC. 100.00 142.19 119.65 66.67 95.42 69.24 S & P 500 100.00 132.39 150.51 152.59 170.84 208.14 PHLX OIL SERVICE SECTOR 100.00 130.93 110.66 85.70 107.87 92.11 PEER GROUP 100.00 142.17 100.97 72.18 91.89 78.02 The stock price performance included in this graph is not necessarily indicative of future stock price performance.46 2018 Proxy Statement66 2024 Proxy Statement TableContentsITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2018. 2024. The Audit Committee’s decision to re-appoint our independent auditor was based on the following considerations: quality and performance of the lead audit partner and the overall engagement team, knowledge of the manufacturing and services industry and company operations, global capabilities and technical expertise, auditor independence and objectively, and the potential impact of rotating to another independent audit firm. Based on these considerations, the Audit Committee believes that the selection of Ernst & Young LLP is in the best interest of the Company and its stockholders. Therefore, the Audit Committee recommends that stockholders ratify the appointment of Ernst & Young LLP.Company’sCompany's independent registered public accounting firm for the year ending December 31, 2018 will require the affirmative vote of the holders of a majority of the shares present and entitled to be voted at the Annual Meeting. Although ratification2024 is not required by our bylaws or otherwise,ourIfAlthough this vote is not binding on the Board or the Audit Committee, if the selection of Ernst & Young LLP is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the may reconsider its decision.Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year, if it determines that such a change would be in our best interest, and in the best interest of our stockholders.Fee Disclosure and paid to, Ernst & Young LLP for services rendered in each of the last two fiscal years: 2017 2016 ($ in thousands) Audit Fees 1,944 1,808 Audit-Related Fees 57 34 Tax Fees 45 685 All Other Fees — — Total 2,046 2,527 2023 2022 ($ IN THOUSANDS) Audit Fees 2,098 1,932 Audit-Related Fees 8 5 Tax Fees — — Total 2,106 1,937 Fees.Fees. Fees for audit-related services relate primarily to assurance and related services that are reasonably related to the performance of the audit or review of our financial statements not reported above under “Audit Fees”, and principally include due diligence, accounting consultations, and auditsnon-audit procedures in connection with acquisitions, accounting consultations, and internal control reviews.Fees.Fees. Tax fees include fees for professional services provided for tax compliance, tax advice and tax planning, except those rendered in connection with the audit.67 independent registered public accounting firm’s independence. The Audit Committee has adopted the Audit Committee Pre-Approval Policy, effective as of February 19, 2008, pursuant to which the Audit Committee has granted general pre-approval of the specified audit, audit-related, tax and other permitted services. The pre-approval policy provides that the Audit Committee must be promptly informed of the provision of any pre-approved services. Services to be provided by our independent registered public accounting firm that have not received general pre-approval, as set forth in the pre-approval policy, require specific pre-approval by the Audit Committee and must be submitted to the Audit Committee by the Chief Financial Officer or the Senior Vice President, Controller and Chief Any such submission must include a statement as to whether, in such officer’s view, the request or application is consistent with maintaining the independence of the independent registered public accounting firm in accordance with the SEC’s rules on auditor independence. All services rendered by Ernst & Young LLP in 20172023 were subject to our pre-approval policy. The Company has not agreed to indemnify Ernst & Young LLP in connection with any of their work, except for limited indemnification for certain tax compliance and tax advisory engagements. The Company has a policy that the hiring of any alumni of the Company’s registered independent accounting firm must be pre-approved by either the Chief Financial Officer or the Senior Vice President, Controller and Chief Accounting Officer to promote compliance with independence regulations.47 ITEM 32017.Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 will require the affirmative vote of the holders of a majority of the shares present and entitled to be voted at the Annual Meeting.For purposes of voting on the ratification of the selection of our independent registered public accounting firm, abstentions will have the same effect as a vote against the proposal.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, 2018.2017;2023; (2) discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees;the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firmfirm’s communications with the Audit Committee concerning independence; and (4) discussed with the independent registered public accounting firm the registered public accounting firmfirm's independence.2017,2023, be included in the Oil States’States' Annual Report on Form 10-K for filing with the Securities and Exchange Commission.William T. Van Kleef, ChairmanS. James Nelson, Jr.Robert L. PotterChristopher T. Seaver48 2018 Proxy Statement
Hallie A. Vanderhider, Chair
Denise Castillo-Rhodes
Darrell E. HollekContentsITEM 4: APPROVAL OF THE 2018 EQUITY PARTICIPATION PLANOur Board of Directors has approved a new 2018 Equity Participation Plan, subject to stockholder approval. The 2018 Equity Participation Plan (the “Plan”), if approved, will provide for 2,000,000 shares authorized for issuance thereunder. We arrived atErnst & Young LLP as the number of shares to proposeCompany’s independent registered public accounting firm for the Plan after consideration of the historic rate of share awards and the number of shares remaining to be awarded under the 2001 Equity Participation Plan (the “Prior Plan”), among other factors. We are submitting the Plan to our stockholders for approval. We refer to this proposal in this Proxy Statement as the 2018 Equity Participation Plan Proposal. If the 2018 Equity Participation Plan Proposal is approved, the Plan will be effective as of the date of the Annual Meeting. We have added certain new provisions to the Plan (not included in the Prior Plan) as follows: •Common stock issued pursuant to awards under the Plan are subject to any stock ownership and retention guidelines adopted by the Company; and•To the extent required by law or securities exchange listing standards, or otherwise by the Committee, awards or amounts paid under the Plan are subject to any clawback policies or procedures adopted by the Company.Our Board of Directors believes that the 2,000,000 shares available for grant under the Plan, plus an estimated 470,080 shares (as of February 28, 2018) available for future awards under the Prior Plan, would provide sufficient shares for equity-based compensation needs of the Company for approximately four years after stockholder approval of the Plan. These estimates are based on our average burn rate over the past three years. The actual amount of time will vary depending on factors such as changes in employee headcount, future forfeitures and cancellations, and Oil States’ stock price. If stockholders do not approve the Plan, we believe our future ability to issue stock-based awards will be limited, adversely affecting our business.Our stock-based compensation model, including the historical broad-based participation of our employees and directors, and the portion of equity compensation paid to our senior executives, resulted in a “burn rate,” or share utilization rate, presented in the table below. The table summarizes the number of awards granted and the burn rate for each of the last three fiscal years. 2015 2016 2017 (a) Stock options granted (1) 119,370 — — (b) Restricted stock granted 483,307 623,584 475,874 (c) Performance-based restricted stock units granted (2) 75,900 86,462 74,758 (d) Increase in diluted shares due to equity awards (a + b + c) 678,577 710,046 550,632 (e) Weighted average common shares outstanding 51,341,000 51,307,000 51,253,000 Burn rate (d/e) (3) 1.3% 1.4% 1.1% (1)No stock options were granted in 2016 and 2017.(2)Includes performance–based stock awards at target. If the maximum number of shares subject to performance–based stock awards were taken into account, awards granted in row (c) would be as follows: 151,800 in 2015; 172,924 in 2016; and 149,516 in 2017.(3)The burn rate is not adjusted for forfeitures and expirations, which would reduce the burn rate if taken into account.The Company recognizes that, as commonly calculated, the total potential dilution or “overhang” from the adoption of the Plan would be 5.3% as of February 28, 2018.The market price of a share of common stock as of February 28, 2018 is $24.60. As of February 28, 2018, there are 306 officers, employees, and directors participating in the Prior Plan.The Prior Plan is our only equity compensation plan. It plays an important role in our efforts to attract and retain employees and directors of outstanding ability on a basis competitive with market practices, and to align the interests of employees and directors with those of stockholders through an increased equity stake in theCompany. The Board of Directors believes the Plan is necessary in order to continue to attract and retain high caliber individuals to serve as officers, directors and employees of the Company. Approval of the Plan Proposalyear ending December 31, 2024 will require the affirmative vote of the holders of a majority of the votes castvoting power of the shares present in person or represented by proxy at the Annual Meeting provided that total votes cast represent over 50% in interest of all securitiesand entitled to vote on the proposal.49 BENEFICIAL OWNERSHIP SHARES 11,897,534 18.5% 4,288,574 6.7% 4,227,323 6.6% 4,010,164 6.2% 3,464,939 5.4% 1,827,064 2.8% 515,155 * 555,183 * 148,551 * 59,506 * 53,231 * 82,140 * 82,923 * 79,662 * 82,100 * 3,485,515 5.4% 69 TableContentsthe shares shown. SECURITY OWNERSHIP(4)Based on a Schedule 13G-A (Amendment No. 15) filed on February 13, 2018 with the SEC pursuant to the Exchange Act, the shares reported represent the aggregated beneficial ownership by FMR LLC (“FMR”) (together with its wholly-owned subsidiaries). FMR may be deemed to have sole voting power with respect to 313,994 shares and sole dispositive power with respect to 6,089,304 shares. FMR has no shared voting or dispositive power with respect to any of the shares shown.(5)Based on a Schedule 13G-A (Amendment No. 4) filed on February 7, 2018 with the SEC pursuant to the Exchange Act. The shares reported represent the aggregated beneficial ownership by the Vanguard Group. The Vanguard Group may be deemed to have the sole voting power with respect to 55,333 shares and sole dispositive power with respect to 4,788,764 shares. The Vanguard Group has shared voting power with respect to 7,073 shares and shared dispositive power with respect to 58,879 shares.(6)Based on a Schedule 13G-A (Amendment No. 1) filed on February 14, 2018 pursuant to the Exchange Act, the shares reported represent the aggregate beneficial ownership by AllianceBerstein L.P. and certain of its affiliates. AllianceBerstein L.P. may be deemed to have sole voting power with respect to 3,908,960 shares and sole dispositive power with respect to 4,472,687 shares and shared dispositive power with respect to 43,589 shares.AllianceBerstein has no shared voting power with respect to any of the shares shown.(7)Based on a Schedule 13G-A (Amendment No. 1) filed on February 9, 2018 pursuant to the Exchange Act, the shares reported represent the aggregate beneficial ownership by Dimensional Fund Advisors LP. and certain of its affiliates. Dimensional Fund Advisors LP. may be deemed to have sole voting power with respect to 4,179,749 shares and sole dispositive power with respect to 4,306,282 shares.(8)Based on a Schedule 13G-A (Amendment No. 1) filed on February 26, 2018, pursuant to the Exchange Act, HCperf Holdings B.V., formerly known as Geo Dynamics B.V., may be deemed to have shared voting power with respect to 2,736,033 shares and shared dispositive power with respect to 2,736,033 shares. HCperf Holdings B.V. has no sole voting power or dispositive power with respect to any of the shares shown.(9)Based on a Schedule 13G filed on January 30, 2018 pursuant to the Exchange Act, the shares reported represent the aggregate beneficial ownership by Franklin Advisory Services, LLC and certain of its affiliates. Franklin Advisory Services, LLC may be deemed to have sole voting power with respect to 2,516,053 shares and sole dispositive power with respect to 2,718,948 shares. Franklin Advisory Services, LLC has no shared voting or dispositive power with respect to any of the shares shown.(10)Includes shares that may be acquired within 60 days of February 28, 2018(8)Includes shares that may be acquired within 60 days of March 13, 2024 through the exercise of options to purchase shares of our common stock as follows: Mrs. Taylor—127,875; Mr. Hajdik—17,085; Mr. Cragg—38,846; Mr. Steen—38,453; Mr. Moses—28,254; and all directors and executive officers combined—250,513.58 2018 Proxy StatementSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Exchange Act requires executive officers, directors and persons who own more than 10% of our common stock to file initial reports of ownershipas follows: Ms. C. Taylor—46,500; Mr. Hajdik—15,230; Mr. Moses—11,135; and changes in ownership with the SECall directors and the NYSE. Such persons are also required to furnish the Company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports received by us and representations from certain reporting persons, we believe that, during 2017, all of our executive officers combined—72,865. Also includes time-based restricted stock currently unvested and outstanding, regardless of whether such shares may be acquired within 60 days, as follows: Ms. C. Taylor—518,688; Mr. Hajdik—180,100; Mr. Moses—180,100; Mr. B. Taylor—90,879; and all directors and beneficial owners of more than 10% of our commonexecutive officers combined—1,056,599. Does not include performance share units.complied withunit awards. (*For all Section 16(a) filing requirements applicable to them.
directors, C. Taylor. Castillo-Rhodes, Dickerson, Hollek, Potter, Vanderhider and Wright.)5970 2024 Proxy Statement Ron HickersonJohn Mundy (the brother-in-law and stepfather, respectively, of Philip S. Moses, an Executive Vice President of the Company) were employed by a subsidiary of the Company as a General Manager and Group Director-Finance, respectively, during 2017 and continue to be employed by us. These individuals are employed on an “at will” basis and compensated on the same basis as our other employees of similar function, seniority andVotingresponsibility without regard to their relationship with Philip S. Moses. These two individuals, none of whom resides with, is supported financially by, or is a direct report of Philip S. Moses, received aggregate compensation for services rendered in the above capacities totaling $493,843 (including the value of equity awards) during 2017.60 2018 Proxy Statement
SolicitationINFORMATION ABOUT THE MEETING AND VOTING Two Allen Center at 1200 Smith Street, 12th Floor (Forum Room), Houston, Texas, 77002, www.meetnow.global/MQ6F5X6on the 8th 7th day of May, 2018,2024, at 9:00 a.m. central daylight time, for the following purposes:(1)To elect two (2) Class II members of the Board of Directors to serve until the 2021 Annual Meeting of Stockholders;(2)To conduct an advisory vote to approve executive compensation;(3)To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018;(4)To approve the Oil States International, Inc. 2018 Equity Participation Plan;(5)To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.in personvirtually at the Annual Meeting. If your shares are held in street name and you vote by proxy, you may change your vote by submitting new voting instructions to your bank, banker or nominee in accordance withallthe nominees for director as set forth under “Item 1: Election of Directors” on page 10;11; “FOR” the approval of executive compensation set forth under “Item 2: Advisory Vote on Executive Compensation” on page 25;32; and “FOR” the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm as set forth under “Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm” on page 47; and “FOR” the approval of the Oil States International, Inc. 2018 Equity Participation Plan as set forth under “Item 4: Approval of the Oil States International, Inc. 2018 Equity Participation Plan” on page 49.67; If any other business is brought before the meeting, any unspecified proxies will be voted in accordance with the judgment of the persons voting those shares.$8,000.$12,000. Computershare, the Company’s transfer agent, will serve as the inspector of election for the Annual Meeting.8, 20187, 2024Internet.internet. The approximate date on which this Proxy Statement, accompanying Notice of 20182024 Annual Meeting of Stockholders (the "Notice") and proxy card, and the Company’s 20172023 Annual Report on Form 10-K and the 2017 Annual Review are first being made available to stockholders at www.investorvote.com/OISis March 27, 2018.26, 2024. The Notice will be sent to all of our stockholders as of the close of business on March 14, 201813, 2024 (the “Record Date”). The Notice includes instructions on how to access our proxy materials over the Internetinternet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.20172023 filed with the SEC on February 20, 201821, 2024 is available to all stockholders entitled to vote at the Annual Meeting at www.investorvote.com/OISbut does not constitute a part of the proxy soliciting material.27, 201826, 2024 at www.investorvote.com/OIS.OIS.6171 INFORMATION ABOUT THE MEETING AND VOTING, a Delaware corporation, (“Company,” “Oil States,” “we,” “us,” and “our” refer to Oil States International, Inc. and its subsidiaries), has one outstanding class of security that entitle holders to vote at meetings of the Company’s stockholders, its common stock, par value $.01 per share. Each share of common stock outstanding on the record date is entitled to one vote. Stockholders may not cumulate their votes. There are no matters that require a supermajority vote under our certificate of incorporation. Our bylaws permit amendment by a majority vote of stockholders.14, 2018.13, 2024. At the record date, 59,958,971 64,210,082shares of common stock were outstanding and entitled to be voted at the Annual Meeting.stockholders entitled to vote who are present in personchair of the meeting or by proxythe majority of the shares so represented at the Annual Meeting have the power to adjourn the Annual Meeting from time to time, without notice other than an announcement at the Annual Meeting, until a quorum is present.as required by law or our bylaws. At any adjourned Annual Meeting of Stockholders at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting of Stockholders as originally notified.19, 2014,16, 2023, any director who does not receivereceives a majoritygreater number of votes cast"withheld" form his or her election than votes "for" in an uncontested election is required to promptly tender his or her resignation for consideration by the Nominating, & Corporate Governance and Sustainability Committee following certification of the stockholders vote. The Nominating, & Corporate Governance and Sustainability Committee shall promptly consider the resignation offer and make a recommendation to the Board of Directors as to whether the resignation should be accepted. The Board of Directors will render its decision on the tendered resignation with the affected director abstaining. Ratification of the selection of the Company’s independent registered public accounting firm and approval of the advisory vote on executive compensation each requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to be voted atvote on the Annual Meeting.matter. An automated system that the Company’s transfer agent administers will tabulate the votes. Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners.Compensation,” or “Item 4: Approval of 2018 Equity Participation Plan”Compensation” and your shares will be considered “broker non-votes” with respect to these proposals. If you are a street name stockholder, and you do not give voting instructions, your broker will nevertheless be entitled to vote your shares with respect to “Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm” in the discretion of the broker. Abstentions occur when stockholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting. Abstentions and broker non-votes will count in determining whether a quorum is present at the Annual Meeting. Both abstentions and broker non-votes will not have any effect on the outcome of voting on director elections. For purposes of voting on the ratification of the selection of the Company’s independent registered public accounting firm, abstentions will have the same effect as a vote against the proposal. For purposes of the advisory vote on executive compensation broker non-votes are not counted as votes with respect to the proposal and therefore will not affect the outcome of the vote on this proposal, and abstentions will have the same effect as a vote against the proposal. With respect to the equity participation plan proposal, an abstention is treated as a vote cast and therefore has the same effect as a vote against the proposal. Broker non-votes are not treated as votes cast and therefore are not counted for purposed of determining whether a majority has been achieved, but are included in the number of shares entitled to vote on the proposal.three personsperson named in this Proxy Statement as the Board of Directors’ nominees for election to the Board of Directors; FOR the approval of the advisory vote on executive compensation; FOR the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm; FOR the approval of the Oil States International, Inc. 2018 Equity Participation Plan; and in accordance with the discretion of the holders of the proxy with respect to any other business that properly comes before the stockholders at the Annual Meeting. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting. The persons named in the accompanying Proxy Statement may also, in their discretion, vote the proxy to adjourn the Annual Meeting from time to time.62 2018 Proxy Statement72 2024 Proxy Statement INFORMATION ABOUT THE MEETING AND VOTINGSTOCKHOLDERS SHARING THE SAME ADDRESS20192025 Annual Meeting of Stockholders must follow the procedures set forth in Rule 14a-8 under the Exchange Act, and any such proposal must be receivedreceived by our Secretary no later than the close of business on November 27, 2018.20192025 Annual Meeting of Stockholders must deliver proper notice to our Secretary at least 120 days prior to the first anniversary date of the 2024 Annual Meeting.Meeting of Stockholders. In other words, for a stockholder nomination for election to our Board or a proposal of business (other than pursuant to Rule 14a-8) to be considered at the 20192025 Annual Meeting of Stockholders, it should be properly submitteddelivered to our Secretary no later than January 8, 20197, 2025 (provided,20192025 Annual Meeting of Stockholders is more than 30 calendar days before or more than 30 calendar days after May 8, 2019,7, 2025, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (A) the 120th calendar day prior to the 2025 Annual Meeting of Stockholders or (B) the 10th calendar day following the calendar day on which public announcement of the date of the meeting is first made by us).us).andor specifying the size of the increased Board of Directors at least 120 days prior to the first anniversary of the preceding year’s Annual Meeting of Stockholders, a stockholder’s notice regarding the nominees for the new positions created by the increase will be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our Secretary not later than the close of business on the 10th calendar day following the day on which the public announcement is first made. Please see “Committees and Meetings—Nominating, & Corporate Governance and Sustainability Committee” for information regarding the submission of director nominees by stockholders. No stockholder proposal was received for inclusion in this Proxy Statement.63EXHIBIT A: THE OIL STATES INTERNATIONAL, INC. 2018 EQUITY PARTICIPATION PLANOIL STATES INTERNATIONAL, INC., a Delaware corporation (the “Company”), hereby adopts The 2018 Equity Participation Plan of Oil States International, Inc. (the “Plan”), effective as of May 8, 2018 (the “Effective Date”), for the benefit of its eligible employees, consultants and directors.The purposes of this Plan are as follows:(1)To provide an additional incentive for Directors, Employees and consultants to further the growth, development and financial success of the Company by personally benefiting through the ownership of Common Stock and/or rights which recognize such growth, development and financial success.(2)To enable the Company to obtain and retain the services of Directors, Employees and consultants considered essential to the long range success of the Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company.ARTICLE I Definitions1.1General. Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the context clearly indicates otherwise.1.2Affiliate. “Affiliate” shall mean any entity that, directly or through one or more intermediaries, is controlled by the Company or controls the Company as determined by the Committee.1.3Award Limit. “Award Limit” shall mean 400,000 shares of Common Stock.1.4Board. “Board” shall mean the Board of Directors of the Company.1.5Change of Control. “Change of Control” shall mean any of the following:(a)any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that if the Company engages in a merger or consolidation in which the Company or surviving entity in such merger or consolidation becomes a subsidiary of another entity, then references to the Company’s then outstanding securities shall be deemed to refer to the outstanding securities of such parent entity;(b)a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors whoeither (i) are directors of the Company as of the Effective Date, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination, but Incumbent Director shall not include an individual whose election or nomination occurs as a result of either (1) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or (2) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;(c)the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or if the surviving entity is or shall become a subsidiary of another entity, then such parent entity)) more than 50% of the combined voting power of the voting securities of the Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such merger or consolidation;(d)the stockholders of the Company approve a plan of complete liquidation of the Company; or(e)the sale or disposition (other than a pledge or similar encumbrance) by the Company of all or substantially all of the assets of the Company other than to a subsidiary or subsidiaries of the Company.1.6Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.1.7Committee. “Committee” shall mean the Board or a subcommittee of the Board appointed as provided in Section 8.1.64 2018 Proxy Statement EXHIBIT A1.8Common Stock. “Common Stock” shall mean the common stock of the Company, par value $0.01 per share.1.9Company. “Company” shall mean Oil States International, Inc., a Delaware corporation.1.10Deferred Stock. “Deferred Stock” shall mean Common Stock awarded under Article VII of this Plan.1.11Director. “Director” shall mean a member of the Board who is not an Employee.1.12Dividend Equivalent. “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Article VII of this Plan. Dividend Equivalents shall not be permitted on Options under this Plan.1.13Employee. “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or of any Affiliate or Subsidiary.1.14Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.1.15Fair Market Value. “Fair Market Value” of a share of Common Stock as of a given date shall mean (i) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (as reported in any reporting service approved by the Committee), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by Nasdaq or such successor quotation system; or (iii) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Committee acting in good faith. Notwithstanding the foregoing, the Fair Market Value of a share of Common Stock on the date of an initial public offering of Common Stock shall be the offering price under such initial public offering.1.16Grantee. “Grantee” shall mean an Employee, Director or consultant granted a Performance Award, Dividend Equivalent, or Stock Payment, or an award of Deferred Stock, under this Plan.1.17Non-Qualified Stock Option. “Non-Qualified Stock Option” shall mean an Option which is not designated as an Incentive Stock Option by the Committee.1.18Option. “Option” shall mean a stock option granted under Article III of this Plan. An Option granted under this Plan shall, as determined by the Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Employees, Directors and consultants employed by an Affiliate that is not a Subsidiary shall be Non-Qualified Stock Options.1.19Optionee. “Optionee” shall mean an Employee, Director or consultant granted an Option under this Plan.1.20Performance Award. “Performance Award” shall mean a performance or incentive award, other than an Option, Restricted Stock, Deferred Stock or Stock Payments, that is paid in cash, Common Stock or a combination of both, awarded under Article VII of this Plan.1.21Performance Objectives. “Performance Objectives” shall mean the objectives, if any, established by the Committee that are to be achieved with respect to an award granted under this Plan, which may be described in terms of Company-wide objectives, in terms of objectives that are related to performance of a division, subsidiary, department or function within the Company or an Affiliate in which the Participant receiving the award is employed, or otherwise or in individual or other terms, and which will relate to the period of time determined by the Committee. Which objectives to use with respect to an award, the weighting of the objectives if more than one is used, and whether the objective is to be measured against a Company-established budget or target, an index, a peer group of companies or other standards, shall be determined by the Committee in its discretion. A Performance Objective need not be based on an increase or a positive result and may include, for example, maintaining the status quo or limiting economic losses.1.22Plan. “Plan” shall mean The 2018 Equity Participation Plan of Oil States International, Inc.1.23Prior Plan. “Prior Plan” shall mean The 2001 Equity Participation Plan of Oil States International, Inc.1.24QDRO. “QDRO” shall mean a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.1.25Restricted Stock. “Restricted Stock” shall mean Common Stock awarded under Article VI of this Plan.1.26Restricted Stockholder. “Restricted Stockholder” shall mean an Employee, Director or consultant granted an award of Restricted Stock under Article VI of this Plan.1.27Rule 16b-3. “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.1.28Stock Payment. “Stock Payment” shall mean (i) a payment in the form of shares of Common Stock, or (ii) an option or other right to purchase shares of Common Stock, as part of a deferred compensation arrangement, made in lieu of all or any portion of the compensation, including without limitation, salary, bonuses and commissions, that would otherwise become payable to an Employee, Director or consultant in cash, awarded under Article VII of this Plan.1.29Subsidiary. “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.65 EXHIBIT AARTICLE IIShares Subject to Plan2.1Shares Subject to Plan.(a)The shares of stock subject to Options, awards of Restricted Stock, Performance Awards, Dividend Equivalents, awards of Deferred Stock, or Stock Payments shall be Common Stock. The aggregate number of such shares which may be issued upon exercise of such options or rights or upon any such awards under the Plan shall, subject to the requirements of Section 9.4, not exceed Two Million (2,000,000), plus (i) any shares of Common Stock that, as of the Effective Date, are available for issuance under the Prior Plan (and that are not subject to outstanding awards under the Prior Plan as of the Effective Date) and (ii) any shares of Common Stock subject to outstanding awards under the Prior Plan as of the Effective Date that are not vested and/or subsequently expired or forfeited and cancelled, for any reason. Notwithstanding the foregoing, all outstanding awards under the Prior Plan as of the Effective Date shall remain subject to the terms of the Prior Plan. The shares of Common Stock issuable upon exercise of such options or rights or upon any such awards may be either previously authorized but unissued shares or treasury shares.(b)The maximum number of shares which may be subject to Options, Restricted Stock or Deferred Stock granted under the Plan to any individual in any calendar yearshall not exceed the Award Limit. The maximum value of Performance Awards granted under the Plan to any individual in any calendar year shall not exceed $4,000,000.2.2Add-back Restricted Stock Performance Awards, Dividend Equivalents, Awards of Deferred Stock or Stock Payments.If any Restricted Stock Performance Awards, Dividend Equivalents, Awards of Deferred Stock or Stock Payments, or other right to acquire shares of Common Stock under any other award under this Plan,expiresor isforfeitedandcanceledwithout having been fully vested, the number of shares subject to such Restricted Stock Performance Awards, Dividend Equivalents, Awards of Deferred Stock or Stock Payments or other right but as to which such Restricted Stock Performance Awards, Dividend Equivalents, Awards of Deferred Stock or Stock Payments or other right was not vested prior to its expiration or cancellation may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Notwithstanding the foregoing, shares of Common Stock subject to an award under this Plan shall not again be made available for issuance as awards under this Plan if such shares are (a) tendered in payment for an award, (b) delivered or withheld for payment of taxes, or (c) not issued or delivered as a result of a net settlement process.ARTICLE IIIGranting of Options3.1Eligibility. Any Employee, Director or consultant selected by the Committee pursuant to Section 3.4(a)(i) shall be eligible to be granted an Option.3.2Disqualification for Stock Ownership.No person may be granted an Incentive Stock Option under this Plan if such person, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary unless (a) at the time such Option is granted, the Option price is at least 110% of the Fair Market Value of the Common Stock subject to the Option and (b) such Option by its terms is not exercisable after the expiration of five years from date of grant.3.3Qualification of Incentive Stock Options.No Incentive Stock Option shall be granted unless such Option, when granted, qualifies as an “incentive stock option” under Section 422 of the Code. No Incentive Stock Option shall be granted to any person who is not an employee of the Company or a Subsidiary.3.4Granting of Options(a)The Committee shall from time to time, in its absolute discretion, and subject to applicable limitations of this Plan:(i)Select from among the Employees, Directors or consultants (including Employees, Directors or consultants who have previously received Options or other awards under this Plan) such of them as in its opinion should be granted Options;(ii)Subject to the Award Limit, determine the number of shares to be subject to such Options granted to the selected Employees, Directors or consultants;(iii)Determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and(iv)Determine the terms and conditions of such Options, consistent with this Plan.(b)Upon the selection of an Employee, Director or consultant to be granted an Option, the Committee shall instruct the Secretary of the Company to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate.(c)Any Incentive Stock Option granted under this Plan may be modified by the Committee to disqualify such option from treatment as an “incentive stock option” under Section 422 of the Code.662018 Proxy Statement EXHIBIT AARTICLE IVTerms of Options4.1Option Agreement. Each Option shall be evidenced by a Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with this Plan.4.2Option Price. The price per share of the shares subject to each Option shall be set by the Committee; provided, however, that, except as provided in Section 8.1 with respect to assumed options, such price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted.4.3Option Term. The term of an Option shall be set by the Committee in its discretion; provided, however, that in the case of Incentive Stock Options, the term shall not be more than ten (10) years from the date the Incentive Stock Option is granted.4.4Option Vesting.(a)The period during which the right to exercise an Option in whole or in part vests in the Optionee shall be set by the Committee and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. At any time after grantof an Option, the Committee may, in its sole and absolute discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.(b)To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by an Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company and any parent or Subsidiary) exceeds $100,000, such Options shall be treated as Non-Qualified Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted. For purposes of this Section 4.4(b), the Fair Market Value of stock shall be determined as of the time the Option with respect to such stock is granted.4.5Restrictions on Repricing of Options. Except as provided in Section 9.3, the Committee may not, without approval of the Company’s stockholders, amend any outstanding Stock Option Agreement to lower the Option price of an underwater Option or cancel an outstanding underwater Option in exchange for cash, another award or an Option having a lower price.ARTICLE VExercise of Options5.1Partial Exercise. An exercisable Option may be exercised in whole or in part; however, an Option shall not be exercisable with respect to fractional shares and the Committee may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.5.2Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company or his office:(a)A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion;(b)Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Committee or Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;(c)In the event that the Option shall be exercised pursuant to Section 9.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and(d)Full cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is exercised. However, the Committee may in its discretion or provide in the grant agreement (i) that payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery not in excess of the aggregate exercise price of the Option or exercised portion thereof and subject to such other limitations as the Committee may impose thereon, (ii) allow payment, in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof, (iii) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (iv) allow payment through a cashless-broker procedure approved by the Company, or (v) allow payment through any combination of the consideration provided above.5.3Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:(a)The admission of such shares to listing on all stock exchanges on which such class of stock is then listed;67 EXHIBIT A(b)The completion of any registration or other qualification of such shares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee shall, in its absolute discretion, deem necessary or advisable;(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;(d)The lapse of such reasonable period of time following the exercise of the Option as the Committee may establish from time to time for reasons of administrative convenience; and(e)The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax.5.4Rights as Stockholders. The holders of Options shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any shares purchasable upon theexercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders.5.5Ownership and Transfer Restrictions. The Committee, in its absolute discretion, may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Committee may require the Optionee to give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (i) two years from the date of granting such Option to such Optionee or (ii) one year after the transfer of such shares to such Optionee. The Committee may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition.ARTICLE VIAward of Restricted Stock6.1Award of Restricted Stock(a)The Committee shall from time to time, in its absolute discretion:(i)Select from among the Employees, Directors or consultants (including Employees, Directors or consultants who have previously received other awards under this Plan) such of them as in its opinion should be awarded Restricted Stock; and(ii)Determine the terms and conditions applicable to such Restricted Stock, consistent with this Plan, which may include the achievement of Performance Objectives.(b)Upon the selection of an Employee, Director or consultant to be awarded Restricted Stock, the Committee shall instruct the Secretary of the Company to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.6.2Restricted Stock Agreement. Restricted Stock shall be issued only pursuant to a Restricted Stock Agreement, which shall be executed by the selected Employee, Director or consultant and an authorized officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with this Plan.6.3Rights as Stockholders. Upon delivery of the shares of Restricted Stock to the escrow holder, the Restricted Stockholder shall have, unless otherwise provided by the Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in a Restricted Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that in thediscretion of the Committee, any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set forth in Section 6.4.6.4Restriction. All shares of Restricted Stock issued under this Plan (including any shares received by holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Restricted Stock Agreement, be subject to such restrictions as the Committee shall provide, which restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment with the Company, Company performance and individual performance; provided, however, that, by action taken after the Restricted Stock is issued, the Committee may, on such terms and conditions as it may determine to be appropriate, remove any or all of the restrictions imposed by the terms of the Restricted Stock Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.6.5Escrow. The Secretary of the Company or such other escrow holder as the Committee may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Restricted Stock Agreement with respect to the shares evidenced by such certificate expire or shall have been removed.6.6Legend. In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Committee shall cause a legend or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Restricted Stock Agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby.682018 Proxy Statement EXHIBIT AARTICLE VIIPerformance Awards, Dividend Equivalents, Deferred Stock, Stock Payments7.1Performance Awards. Any Employee, Director or consultant selected by the Committee may be granted one or more Performance Awards. The value of such Performance Awards may be linked to the achievement of such specific Performance Objectives determined appropriate by the Committee over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Employee, Director or consultant.7.2Dividend Equivalents. Any Employee, Director or consultant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date, Deferred Stock or a Performance Award is granted, and the date such Deferred Stock or Performance Award vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. Dividend Equivalents shall not be paid out prior to the time the underlying Deferred Stock or Performance Award vests.7.3Stock Payments. Any Employee, Director or consultant selected by the Committee may receive Stock Payments in the manner determined from time to time by the Committee. The number of shares shall be determined by the Committee and may be based upon the Fair Market Value, book value, net profits or other measure of the value of Common Stock or other specific performance criteria determined appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter.7.4Deferred Stock. Any Employee, Director or consultant selected by the Committee may be granted an award of Deferred Stock in the manner determined from time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to the achievement of suchspecific Performance Objectives determined to be appropriate by the Committee over any period or periods determined by the Committee. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule or Performance Objectives set by the Committee, as the case may be. Unless otherwise provided by the Committee, a Grantee of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the award has vested and the Common Stock underlying the award has been issued.7.5Performance Award Agreement, Dividend Equivalent Agreement, Deferred Stock Agreement, Stock Payment Agreement. Each Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be evidenced by an agreement, which shall be executed by the Grantee and an authorized Officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with this Plan.7.6Term.The term of a Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be set by the Committee in its discretion.7.7Payment Upon Termination of Employment.A Performance Award, Dividend Equivalent, award of Deferred Stock and/ or Stock Payment is payable only while the Grantee is an Employee, Director or consultant; provided that the Committee may determine that the Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment may be paid subsequent to termination of employment or termination of directorship or consultancy without cause, or following a Change of Control of the Company, or because of the Grantee’s retirement, death or disability, or otherwise.7.8Payment.Payment of the amount determined under Section 7.1 or 7.2 above shall be in cash, in Common Stock or a combination of both, as determined by the Committee. To the extent any payment under this Article VII is effected in Common Stock, it shall be made subject to satisfaction of all provisions of Section 5.3.ARTICLE VIIIAdministration8.1Committee. The Committee members shall be appointed by and hold office at the pleasure of the Board. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.8.2Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of this Plan in accordance with its provisions. The Committee shall have the power to interpret this Plan and the agreements pursuant to which Options, awards of Restricted Stock or Deferred Stock, Performance Awards, Dividend Equivalents or Stock Payments are granted or awarded, and to adopt such rulesfor the administration, interpretation, and application of this Plan as are consistent therewith and to interpret, amend or revoke any such rules. Any such grant or award under this Plan need not be the same with respect to each Optionee, Grantee or Restricted Stockholder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.69 EXHIBIT A8.3Majority Rule; Unanimous Written Consent.The Committee shall act by a majority of its members in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee.8.4Compensation; Professional Assistance, Good Faith Actions.Members of the Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the Company’s officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Optionees, Grantees, Restricted Stockholders, the Company and all other interested persons. No members of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan, Options, awards of Restricted Stock orDeferred Stock, Performance Awards, Dividend Equivalents or Stock Payments, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.8.5Delegation of Authority by the Committee.Notwithstanding the preceding provisions of this Article VIII or any other provision of the Plan to the contrary, subject to the constraints of applicable law, the Committee may from time to time, in its sole discretion, delegate to the Chief Executive Officer of the Company the right to grant Awards under the Plan, insofar as such power to grant Awards relates to any person who is not then subject to section 16 of the Exchange Act (including any successor section to the same or similar effect). Any such delegation may be effective only so long as the Chief Executive Officer of the Company is a member of the Board, and the Committee may revoke such delegation at any time. The Committee may put any conditions and restrictions on the powers that may be exercised by the Chief Executive Officer of the Company upon such delegation as the Committee determines in its sole discretion.ARTICLE IXMiscellaneous Provisions9.1Not Transferable. Except as provided below, Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments under this Plan may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution or pursuant to a QDRO, unless and until such rights or awards have been exercised, or the shares underlying such rights or awards have been issued, and all restrictions applicable to such shares have lapsed. No Option, Restricted Stock award, Deferred Stock award, Performance Award, Dividend Equivalent or Stock Payment or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee, Grantee or Restricted Stockholder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. An Optionee may, with the consent of the Committee, transfer a Nonqualified Stock Option to such family members and persons as may be permitted by this Committee, subject to such restrictions and limitations, if any, that the Committee, in its discretion, may impose on such transfer.During the lifetime of the Optionee or Grantee, only they may exercise an Option or other right or award (or any portion thereof) granted to them under the Plan unless it has been disposed of pursuant to a QDRO. After the death of the Optionee or Grantee, any exercisable portion of an Option or other right or award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement or other agreement, be exercised by theirpersonal representative or by any person empowered to do so under the deceased Optionee’s or Grantee’s will or under the then applicable laws of descent and distribution.9.2Amendment, Suspension or Termination of this Plan.This Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s stockholders given within twelve months before or after the action by the Committee, no action of the Committee may, except as provided in Section 9.3, increase the limits imposed in Section 2.1 on the maximum number of shares which may be issued under this Plan or reduce the exercise price of an Option, and no action of the Committee may be taken that would otherwise require stockholder approval as a matter of applicable law, regulation or rule. No amendment, suspension or termination of this Plan shall, without the consent of the holder of Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments, materially alter or impair any rights or obligations under any Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments theretofore granted or awarded, unless the award itself otherwise expressly so provides. No Options, Restricted Stock, Deferred Stock, Performance Awards, Dividend Equivalents or Stock Payments may be granted or awarded during any period of suspension or after termination of this Plan, and in no event may any Incentive Stock Option be granted under this Plan after the first to occur of the following events:(a)The expiration of ten years from the date the Plan is adopted by the Board; or(b)The expiration of ten years from the date the Plan is approved by the Company’s stockholders under Section 9.4.702018 Proxy Statement EXHIBIT A9.3Changes in Common Stock or Assets of the Company; Acquisition or Liquidation of the Company and Other Corporate Events.(a)Subject to Section 9.3(e), in the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spinoff, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Committee’s sole discretion, affects the Common Stock such that an adjustment is determined by the, Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option, Restricted Stock award, Performance Award, Dividend Equivalent, Deferred Stock award or Stock Payment, then the Committee shall, in such manner as it may deem equitable, adjust any or all of(i)the number and kind of shares of Common Stock (or other securities or property) with respect to which Options, Performance Awards, Dividend Equivalents or Stock Payments may be granted under the Plan, or which may be granted as Restricted Stock or Deferred Stock (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued and adjustments of the Award Limit),(ii)the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Options, Performance Awards, Dividend Equivalents, or Stock Payments, and in the number and kind of shares of outstanding Restricted Stock or Deferred Stock, and(iii)the grant or exercise price with respect to any Option, Performance Award, Dividend Equivalent or Stock Payment.(b)Subject to Section 9.3(e), in the event of any corporate transaction or other event described in Section 9.3(a) which results in shares of Common Stock being exchanged for or converted into cash, securities (including securities of another corporation) or other property, the Committee will have the right to terminate this Plan as of the date of the event or transaction, in which case all options, rights and other awards granted under this Plan shall become the right to receive such cash, securities or other property, net of any applicable exercise price.(c)Subject to Section 9.3(e), in the event of any corporate transaction or other event described in Section 9.3(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee in its discretion is herebyauthorized to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any option, right or other award under this Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:(i)In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either automatically or upon the Optionee’s request, for either the purchase of any such Option, Performance Award, Dividend Equivalent, or Stock Payment, or any Restricted Stock or Deferred Stock for an amount of cash equal to the amount that could have been attained upon the exercise of such option, right or award or realization of the Optionee’s rights had such option, right or award been currently exercisable or payable or the replacement of such option, right or award with other rights or property selected by the Committee in its sole discretion;(ii)In its sole and absolute discretion, the Committee may provide, either by the terms of such Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event that it cannot be exercised after such event;(iii)In its sole and absolute discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of such Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that, for a specified period of time prior to such transaction or event, such option, right or award shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in (1) Section 4.4 or (2) the provisions of such Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock;(iv)In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of such Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that upon such event, such option, right or award be assumed by the successor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;(v)In its discretion, and on such terms and conditions as it deems appropriate, the Committee may make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options, Performance Awards, Dividend Equivalents, or Stock Payments, and in the71 EXHIBIT Anumber and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards and options, rights and awards which may be granted in the future;(vi)In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide either by the terms of a Restricted Stock award or Deferred Stock award or by action taken prior to the occurrence of such event that, for a specified period of time prior to such event, the restrictions imposed under a Restricted Stock Agreement or a Deferred Stock Agreement upon some or all shares of Restricted Stock or Deferred Stock may be terminated; and(vii)In its discretion, and on such terms and conditions as it deems appropriate, the Committee may make adjustments to the Performance Objectives of any outstanding award.(d)Notwithstanding anything in Sections 9.3(a), 9.3(c) or 9.3(e) to the contrary, except to the extent an award agreement expressly provides to the contrary, in the event of a Change of Control of the Company, all outstanding awards automatically shall become fully vested immediately prior to such Change of Control (or such earlier time as set by the Committee), all restrictions, if any, with respect to such awards shall lapse, and all performance criteria, if any, with respect to such awards shall be deemed to have been met at their target level.9.4Approval of Plan by Stockholders.The Plan will be submitted for the approval of the Company’s stockholders within twelve months after the Effective Date. Options, Performance Awards, Dividend Equivalents, Stock Payments or Deferred Stock may be granted or awarded prior to such stockholder approval with respect to the shares of Common Stock authorized for awards under Section 2.1, provided that such Options, Performance Awards, Dividend Equivalents, Stock Payments or Deferred Stock shall not be exercisable and/or shall not vest prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, all such Options, Performance Awards, Dividend Equivalents, Stock Payments or Deferred Stock previously granted or awarded under this Plan, shall thereupon be canceled and become null and void.9.5Tax Withholding.The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Optionee, Grantee or Restricted Stockholder of any sums required by applicable tax law to be withheld with respect to the issuance, vesting or exercise of any Option, Restricted Stock, Deferred Stock, Performance Award, Dividend Equivalent or Stock Payment. Subject to the timing requirements of Section 5.3, the Committee may, in its discretion and in satisfaction of the foregoing requirement, allow such Optionee, Grantee or Restricted Stockholder to elect to have the Company withhold shares of Common Stock otherwise issuable under such Option or afterward (or allow the return of shares of Common Stock) having a Fair Market Value not to exceed withholding determined by the maximumindividual statutory tax rate in the applicable jurisdiction. Notwithstanding the foregoing, any such person who is subject to Section 16b with respect to Company Stock may direct that the Company’s tax withholding obligation be satisfied by withholding the appropriate number of shares from such award and/or the “constructive” tender of already-owned shares of Common Stock.9.6Limitations Applicable to Section 16 Persons.Notwithstanding any other provision of this Plan, this Plan, and any Option, Performance Award, Dividend Equivalent or Stock Payment granted, or Restricted Stock or Deferred Stock awarded, to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan, Options, Performance Awards, Dividend Equivalents, Stock Payments, Restricted Stock and Deferred Stock granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.9.7Limitations Applicable to Awards.Provisions of Article VI and Article VII to the contrary notwithstanding, and subject to the exceptions provided below, awards of Restricted Stock, stock-based Performance Awards, full value Stock Payments and Deferred Stock shall be subject to a minimum one-year vesting period if performance-based and shall be subject to a minimum three-year vesting period (1/3 each year) if solely tenure-based. Notwithstanding the foregoing, (i) vesting may be accelerated upon death, disability, retirement or Change of Control (of the Company, or a division of the Company respecting divisional Grantees) and (ii) vesting may occur earlier than the minimums set forth above with respect to a number of shares from awards or grants which shares in the aggregate do not exceed the result of multiplying 5% times the total cumulative number of shares authorized under the Plan commencing with the Plan’s inception. The calculation of the number of shares which are not Otherwise Exempt Shares and which are covered by the exception in clause (ii) immediately above shall be made at the time of award except in the case of an acceleration of the vesting period in which case the calculation shall be made at the time of acceleration. “Otherwise Exempt Shares” are shares which meet the minimum vesting requirements of the first sentence of this Section 9.7; or are entitled to the benefit of clause (i) of this Section 9.7. Provisions of the Plan to the contrary notwithstanding, discretionary awards to Directors, specifically excluding awards to directors related to their annual retainer, shall be determined solely by the independent Compensation Committee.9.8Stock Ownership and Retention Guidelines.Common Stock issued pursuant to awards under the Plan shall be subject to the provisions of any applicable stock ownership and retention guidelines adopted by the Company. Notwithstanding any provision of the Plan or any award agreement to the contrary, the Company reserves the right, without the consent of any recipient of any award under the Plan, to adopt any such stock ownership and retention guidelines, including such guidelines applicable to the Plan or any award agreement.72 2018 Proxy Statement EXHIBIT A9.9Effect of Plan Upon Options and Compensation Plans.This Plan amendment and restatement shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in this Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or compensation for Employees, Directors or consultants of the Company or any Subsidiary or (ii) to grant or assume options or other rights otherwise than under this Plan in connection with any proper corporate purpose including but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, entity or association.9.10Compliance with Laws.This Plan, the granting and vesting of Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments under this Plan and the issuance and delivery of shares of Common Stock and the payment of money under this Plan or under Options, Performance Awards, Dividend Equivalents or Stock Payments granted or Restricted Stock or Deferred Stock awarded hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan, Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.9.11Clawback Policy.To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Committee, awards and amounts paid or payable pursuant to or with respect to awards shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company which clawback policies or procedures may provide for forfeiture, repurchase and/or recoupment of awards and amounts paid or payable pursuant to or with respect to awards. Notwithstanding any provision of the Plan or any award agreement to the contrary, the Company reserves the right, without the consent of any recipient of any award under the Plan, to adopt any such clawback policies and procedures, including such policies and procedures applicable to the Plan or any award agreement with retroactive effect.9.12Compliance with Section 409A.Notwithstanding anything in this Plan to the contrary, if any provision of the Plan or any award document would result in the imposition of the additional tax under Section 409A of the Code (“Section 409A”), that Plan or award provision may be reformed, to the extent permitted by Section 409A, to avoid imposition of the additional tax and no action taken by the Company to have the award comply with Section 409A shall be deemed to materially adversely affect the recipient’s rights with respect to the award. Further, if any payment or benefit provided for under an award would be subject to additional taxes and interest under Section 409A if the recipient’s receipt of such payment or benefit is not delayed in accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code, then such payment or benefit shall not be provided to the recipient (or the recipient’s estate, if applicable) until the earlier of (i) the date of the recipient’s death or (ii) the date that is six months after the date of the recipient’s separation from service with the Company.9.13Titles.Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan.9.14Governing Law.This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Texas without regard to conflicts of laws thereof.73 Year ended December, (in millions) 2023 2022 Net Income (loss) $ 13 $ (10) Net interest expense 8 10 Income tax provision 3 5 Depreciation and amortization expense 61 67 Facility consolidation charges 2 — Patent defense costs 1 — Loss on settlement of disputes with seller of GEODynamics, Inc. — 1 Adjusted EBITDA $ 88 $ 74 As of December 31, (in millions) 2023 2022 Total debt $ 136 $ 153 Less: cash and cash equivalents (47) (42) Net Debt $ 89 $ 111 Adjusted EBITDA $ 88 $ 74 Ratio of Net Debt to Adjusted EBITDA 1.0x 1.5x Year ended December 31, (in millions) 2023 2022 Net cash flows provided by operating activities $ 57 $ 33 Less: Capital expenditures (31) (20) Plus: Proceeds from disposition of property and equipment 5 6 Free cash flow $ 31 $ 18 74 2024 Proxy Statement 75 
IMPORTANT ANNUAL MEETING INFORMATION Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.
Electronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxies submitted by the Internet or telephone must be received by 11:59 p.m., EDT, on May 7, 2018.Vote by Internet●Go to www.investorvote.com/OIS●Or scan the QR code with your smartphone●Follow the steps outlined on the secure websiteVote by telephone●Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone●Follow the instructions provided by the recorded messageAnnual Meeting Proxy Card
▼IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼AItems — The Board of Directors recommends a vote “FOR” all director nominees and the following proposals:1. ELECTION OF DIRECTORS:01 - S. James Nelson, Jr.02 - William T. Van Kleef☐Mark here to voteFORall nominees☐Mark here toWITHHOLD vote from all nominees☐For AllEXCEPT- To withhold authority to vote for anynominee(s), write the name(s) of such nominee(s) below.
ForAgainstAbstain2.TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION☐☐☐3.TO RATIFY THE APPOINTMENT OF ERNST & YOUNGLLP AS THE INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018☐☐☐
ForAgainstAbstain4.TO APPROVE THE OIL STATES INTERNATIONAL, INC. 2018 EQUITY PARTICIPATION PLAN☐☐☐5.IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS(S) THEREOF.BNon-Voting ItemsChange of Address— Please print your new address below.Comments— Please print your comments below.Meeting AttendanceMark the box to the right if you plan to attend the Annual Meeting.☐CAuthorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowNOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. / /
02SGFD▼IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
Proxy — OIL STATES INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, 2018The undersigned hereby (1) acknowledges receipt of the Notice of Annual Meeting of Stockholders of Oil States International, Inc. (the “Company”) to be held on May 8, 2018, and the Proxy Statement in connection therewith, each dated March 23, 2018 and (2) constitutes and appoints Cindy B. Taylor and Lloyd A. Hajdik and each of her or his attorneys and proxies, with full power of substitution to each, for and in the name, place, and stead of the undersigned, to vote, and to act with respect to, all of the shares of common stock of the Company standing in the name of the undersigned or with respect to which the undersigned is entitled to vote and act at that meeting and at any meeting(s) (“Adjournment(s)”) to which that meeting is adjourned, as indicated on reverse:THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE OF THIS CARD. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, FOR THE APPROVAL, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION, AND FOR THE APPROVAL OF THE OIL STATES INTERNATIONAL, INC. 2018 EQUITY PARTICIPATION PLAN. IN ORDER FOR THIS PROXY TO BE VALID, IT MUST BE SIGNED ON THE REVERSE SIDE OF THIS CARD.IN THEIR DISCRETION, MRS. TAYLOR AND MR. HAJDIK (AND EACH OF HER OR HIS ATTORNEYS AND PROXIES) ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.(Continued and to be marked, dated and signed, on the other side)
