Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the RegistrantFiled by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
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Oil States International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:



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Three Allen Center, 333 Clay Street, Suite 4620
Houston, Texas 77002
Notice of Annual Meeting of Stockholders
To Be Held on May 11, 2021
To the Stockholders of Oil States International, Inc.:
You are invited to our 2021 Annual Meeting of Stockholders of Oil States International, Inc., a Delaware corporation (the “Company”), which will be held virtually at www.meetingcenter.io/292292807 on Tuesday, the 11th day of May, 2021 at 9:00 a.m. central daylight time (the “Annual Meeting”), for the following purposes:
1.To elect one (1) Class II member of the Board of Directors named in the Proxy Statement to serve until the 2024 Annual Meeting of Stockholders (Item 1 - see page 11);
2.To conduct an advisory vote to approve executive compensation (Item 2 - see page 30);
3.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (Item 3 - see page 59);
4.To approve the Amended and Restated Equity Participation Plan of Oil States International, Inc. (Item 4 - see page 61); and
5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The Board of Directors unanimously recommends that you vote FOR Items 1, 2, 3 and 4.
The Company has fixed the close of business on March 17, 2021 as the "Record Date" for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. It is important that your shares be represented and voted at the meeting. Please complete, sign and return a proxy card, or use the telephone or internet voting systems.
A copy of the Company’s 2020 Annual Report on Form 10-K accompanies this Notice and Proxy Statement and is available on the website listed below.
By Order of the Board of Directors
Sincerely,
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William E. Maxwell
Corporate Secretary
Houston, Texas
March 31, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2021: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020 ARE AVAILABLE AT WWW.IR.OILSTATESINTL.COM/PROXY-MATERIALS
WE ARE PLEASED THIS YEAR TO CONDUCT THE ANNUAL MEETING SOLELY ONLINE VIA THE INTERNET THROUGH A LIVE WEBCAST AND ONLINE STOCKHOLDER TOOLS. WE ARE CONDUCTING THE ANNUAL MEETING SOLELY ONLINE DUE TO THE CONTINUING IMPACT OF AND UNCERTAINTY SURROUNDING THE CORONAVIRUS DISEASE 2019 ("COVID-19") PANDEMIC AND TO SUPPORT THE HEALTH AND WELL-BEING OF OUR STOCKHOLDERS AND EMPLOYEES. HOWEVER, WE ALSO BELIEVE A VIRTUAL FORMAT FACILITATES STOCKHOLDER ATTENDANCE AND PARTICIPATION BY LEVERAGING TECHNOLOGY TO ALLOW US TO COMMUNICATE MORE EFFECTIVELY AND EFFICIENTLY WITH OUR STOCKHOLDERS. THIS FORMAT EMPOWERS STOCKHOLDERS AROUND THE WORLD TO PARTICIPATE AT NO COST. WE HAVE DESIGNED THE VIRTUAL FORMAT TO ENHANCE STOCKHOLDER ACCESS AND PARTICIPATION AND PROTECT STOCKHOLDER RIGHTS.

THE PROXY STATEMENT PROVIDES INFORMATION ON HOW TO JOIN THE ANNUAL MEETING ONLINE AND ABOUT THE BUSINESS WE PLAN TO CONDUCT.

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Table of Contents
Page
4
2021 Proxy Statement


Proxy Summary
This summary provides only a brief outline of selected information contained elsewhere in this Proxy Statement and does not provide a full and complete discussion of the information you should consider. Before voting on the items to be presented at the 2021 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 2020 performance, please review the Company’s 2020 Annual Report on Form 10-K (the “Form 10-K”).
The Company’s 2020 Annual Report on Form 10-K is being provided to stockholders together with this Proxy Statement and form of proxy beginning on March 31, 2021.
2021 Annual Meeting of Stockholders
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TIME AND DATE
Tuesday, May 11, 2021, 9:00 a.m.
(Central Daylight Time)
LOCATION
Virtual Stockholder Meeting
www.meetingcenter.io/292292807
RECORD DATE
March 17, 2021
Agenda and Voting Recommendations
ITEM 1
Election of Director
ITEM 2
Advisory Vote on Executive Compensation
ITEM 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ITEM 4
Approval of the Amended and Restated Equity Participation Plan of Oil States International, Inc.
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FOR the nominee
page 11
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FOR
page 30
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FOR
page 59
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FOR
page 61
Voting Methods
If you are a stockholder of record, you may vote using one of the following options. In all cases, please have your proxy card in hand and follow the instructions.
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IN PERSON ONLINE
Attend the virtual annual meeting at www.meetingcenter.io/292292807
BY MAIL
Follow the instructions to mark, sign and date your proxy card
BY PHONE
Use any touch-tone telephone to transmit your voting instructions
1-800-652-VOTE(8683)
BY INTERNET
Use the internet to transmit your voting instructions www.investorvote.com/OIS
Online Meeting
We are pleased this year to conduct the Annual Meeting solely online via the Internet through a live webcast and online stockholder tools. We are conducting the Annual Meeting solely online due to the continuing impact of and uncertainty surrounding the COVID-19 pandemic and to support the health and well-being of our stockholders and employees. However, we also believe a virtual format facilitates stockholder attendance and participation by leveraging technology to allow us to communicate more effectively and efficiently with our stockholders. This format empowers stockholders around the world to participate at no cost. We have designed the virtual format to enhance stockholder access and participation and protect stockholder rights.
We Encourage Questions. Stockholders may submit a question live during the meeting, following the instructions below. During the meeting, we will answer as many appropriate stockholder-submitted questions as time permits.
We Proactively Take Steps to Facilitate Your Participation. During the Annual Meeting, we will offer live technical support for all stockholders attending the meeting.

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Proxy Summary
Meeting Admission
The Annual 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. Online voting is available during the meeting until the polls are closed.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/292292807. You also will be able to vote your shares online by attending the Annual Meeting by webcast.
To participate in the Annual Meeting, you will need to review the information included on your notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is – OIS2021.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 9:00 a.m., central daylight time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do 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.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.
To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Oil States International, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., central daylight time, on Thursday, May 6, 2021.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail
Computershare
Oil States International, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to 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.
In accordance with the Delaware General Corporation Law, a list of the Company’s stockholders of record will be available and may be inspected for a period of at least ten days prior to the Annual Meeting. Stockholders as of the record date may inspect the stockholder list by calling the Company’s Corporate Secretary at 713-470-4863 to schedule an appointment. Stockholders who have a control number will also be able to review the list of stockholders of record during the Annual Meeting through the meeting website.
      
ITEM
1
To elect one (1) Class II member of the Board of Directors named in this Proxy Statement to serve until the 2024 Annual Meeting of Stockholders.
The term of the three current Class II directors will expire at the Annual Meeting. S. James Nelson, Jr. and William T. Van Kleef, both current Class II directors, will not stand for re-election. As further described beginning on page 11 of this Proxy Statement, the Board of Directors is currently comprised of nine members. The nine members are divided into three classes having three members in each of Class I, II and III. Each class is elected for a term of three years so that the term of one class of directors expires at each Annual Meeting of Stockholders.
The Board of Directors recommends that stockholders vote “FOR” the election of the Class II director nominee named below.
6
2021 Proxy Statement

Proxy Summary
The Oil States Board of Directors
Set forth below are the names of, and certain information with respect to, the Company’s directors, including the one (1) nominee for election to the Class II position of the Board of Directors, as of March 31, 2021.
COMMITTEES
NAME AND PRINCIPAL OCCUPATIONAGEDIRECTOR
SINCE
INDEPENDENTOTHER CURRENT PUBLIC
COMPANY BOARDS
ACN&CG
CLASS II DIRECTORS
(NOMINEE TO SERVE UNTIL 2024)
E. Joseph Wright
Former Executive Vice President and Chief Operating Officer,
Concho Resources Inc.
61
2018
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None
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CLASS II DIRECTORS
(NOT STANDING FOR RE-ELECTION AT END OF TERM EXPIRING IN 2021)
S. James Nelson, Jr.
Former Vice Chairman, Cal Dive
International, Inc. (now Helix
Energy Solutions Group, Inc.)
78
2004
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ION Geophysical Corp.
W&T Offshore, Inc.
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William T. Van Kleef
Former Executive Vice President
and Chief Operating Officer,
Tesoro Corporation
69
2006
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None
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CLASS III DIRECTORS
(TERM EXPIRING IN 2022)
Darrell E. Hollek
Former Executive
Vice President, Operations,
Anadarko Petroleum Corporation
64
2018
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None
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Robert L. Potter
Chairman,
Oil States International, Inc.
Former President,
FMC Technologies, Inc.
70
2017
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None
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Hallie A. Vanderhider
Managing Director,
SFC Energy Partners
63
2019
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Noble Midstream
Partners LP
EQT Corporation
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CLASS I DIRECTORS
(TERM EXPIRING IN 2023)
Lawrence R. Dickerson
Former Director, President
and Chief Executive Officer,
Diamond Offshore Drilling, Inc.
68
2014
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Murphy Oil Corporation
Chairman, Great
Lakes Dredge &
Dock Corporation
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Christopher T. Seaver
Former Chairman and
Chief Executive Officer,
Hydril Company
72
2008
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Exterran Corporation
Chairman, McCoy
Global Inc.
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Cindy B. Taylor
President and
Chief Executive Officer,
Oil States International, Inc.
59
2007
AT&T Inc.
AAudit CommitteeCCompensation CommitteeN&CGNominating & Corporate Governance Committee
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Chair
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Member
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Proxy Summary
 
  Director Independence      Gender Diversity  Director Skills and Experience  
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Executive Leadership
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9
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Financial Experience
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9
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Energy/Oilfield
Services
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9
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Outside Board
Experience
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Director Tenure
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International
Operations
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7
  
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0-2 years
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3-11 years
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12+ years
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Past CFO
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5
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Past or Present CEO
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3
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Our Directors bring leadership skills and experience in areas relevant to Oil States
 
Corporate Governance
Oil States has 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 18 describes our governance framework, which includes the following:
Board and Governance Information
Size of
Board
Separate Chair
and CEO
Board Risk Assessment
Oversight
Stock Ownership
Guidelines for Directors
and Executive Officers
9YesYesYes
 
Number of
Independent Directors
Independent Directors
Meet in Executive
Session
Code of Conduct for
Directors, Officers
and Employees
Anti-Hedging and
Pledging Policies
8YesYesYes
 
Board Meetings Held
in 2020
Annual Board and
Committee Evaluations
Incentive Compensation
Clawback Policy
Financial Code of Ethics
for Senior Officers
6YesYesYes
      
ITEM
2
To conduct an advisory vote to approve executive compensation.
The Board of Directors believes Oil States’ executive compensation program closely links executive compensation to the execution of our strategy and accomplishment of our goals that coincide with stockholder objectives. We recommend that you review our Compensation Discussion and Analysis beginning on page 30, which explains in greater detail our executive compensation programs. While the outcome of this proposal is non-binding, the Board of Directors and Compensation Committee will consider the outcome of the vote when making future compensation decisions.
The Board of Directors recommends a vote “FOR” the adoption, on an advisory basis, of the resolution approving the compensation of our Named Executive Officers.

8
2021 Proxy Statement

Proxy Summary
Our Compensation Philosophy
The Company’s philosophy regarding the executive compensation program for our Named Executive Officers (together referred to as the “NEOs”) 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 Company relative 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 Company’s compensation programs are designed to provide compensation that:
 
Attracts, motivates, rewards and retains high-performing executives
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Reinforces the relationship between strong individual performance of executives and business results
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Aligns the interests of our executives with the long-term interests of our stockholders
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Neither promotes overly conservative actions or excessive risk taking
  
In order to further its pay-for-performance goal, the Compensation Committee has determined it appropriate to deliver a significant portion of executive compensation as at risk compensation, including both short- and long-term incentives. The following charts depict elements of the target compensation for the CEO and collectively for the other NEOs of the Company.
2020 Target Compensation Mix
CEO
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ALL OTHER NAMED
EXECUTIVE OFFICERS
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Reported versus Realized Values of Executive Compensation
The Compensation Committee is committed to targeting reasonable and competitive compensation for the NEOs. Because a significant portion of the NEOs’ compensation is at risk (77% to 85% as shown above), the target values established may vary substantially from the actual pay that may be realized, particularly given the highly cyclical nature of the energy services industry.
“Reported compensation” is the total compensation that is reported in the summary compensation table of our Proxy Statement which reflects values at grant date rather than when actually earned. “Realized compensation” for any given year is calculated by adding together: actual base salary paid, total annual non-equity incentive plan compensation paid, the value of service-based and performance-based restricted stock awards that vested during the year (based on the closing price of the Company’s common stock on the day of vesting), the actual value of performance-based cash awards earned during the year and the actual value of all other compensation earned in the year.
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Proxy Summary
The following table summarizes reported compensation values for our CEO and collectively for the other NEOs, as compared to realized values for the years ended December 31, 2019 and 2020 (in thousands):
Reported Versus Realized Compensation Values(1)
CEO Compensation
All Other Named Executive Officers Compensation(2)
  
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(1)This table is intended to provide supplemental information for compensation that has been reported within the Summary Compensation Table. It is not intended to substitute or replace any amounts reported within the Summary Compensation Table.
(2)No values are reflected with respect to Mr. B. Taylor prior to 2020, when Mr. B. Taylor became a Named Executive Officer of the Company. Mr. Steen (the Company's former Executive Vice President, Human Resources & Legal) was a Named Executive Officer in 2019 and therefore his compensation is included in the 2019 values.
      
ITEM
3
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
As further detailed beginning on page 59, our Board of Directors has ratified our Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.
The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

      
ITEM
4
To approve the Amended and Restated Equity Participation Plan of Oil States International, Inc.
The Board believes that a stock ownership promotes the alignment of interests of our employees and directors, with those of our stockholders. As further detailed beginning on page 61, we are asking our stockholders to approve the Amended and Restated Equity Participation Plan of Oil States International, Inc. (the “Plan”). This proposed amendment and restatement, if approved, will provide for a four million five hundred thousand (4,500,000) increase in the number of shares authorized for issuance under the Plan. On February 17, 2021, our Board of Directors adopted, subject to stockholder approval, the Plan (as amended and restated) reserving 4,884,390 shares for issuance pursuant to awards thereunder. A total of 384,390 shares remain available for issuance under the Plan as of February 28, 2021. The proposed adoption of the Plan (as amended and restated) will allow us to continue to utilize equity incentive compensation as a means of aligning the interests of participants with those of our stockholders and providing participants with further incentives for outstanding performance. As a result, we believe strongly that the adoption of the Plan (as amended and restated) is important to our ability to recruit and retain executive officers, directors and key employees with outstanding ability and experience, and to our long-term growth and financial success.
The Board of Directors recommends that stockholders vote “FOR” the approval of the Amended and Restated Equity Participation Plan of Oil States International, Inc.
10
2021 Proxy Statement


ITEM 1:
Election of Director
The Board of Directors is currently comprised of nine members. The nine members are divided into three classes having three members in each Class I, II and III. Each class is elected for a term of three years, so that the term of one class of directors expires at each Annual Meeting of Stockholders.
The term of the three current Class II directors will expire at the Annual Meeting. The term of the Class III directors will expire at the 2022 Annual Meeting of Stockholders and the term of the Class I directors will expire at the 2023 Annual Meeting of Stockholders.
Nominee
Based on the recommendation of our Nominating & Corporate Governance Committee, the Board of Directors has nominated E. Joseph Wright to fill an expiring Class II position on the Board of Directors, to hold office for three-year terms expiring at the Annual Meeting of Stockholders in 2024, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. S. James Nelson, Jr. and William T. Van Kleef, both current Class II directors, are not standing for re-election. The director nominee, Mr. Wright, presently serves as a Class II director. Stockholder nominations will not be accepted for filling Board of Directors seats at the Annual Meeting because our bylaws require advance notice for such a
nomination, the time for which has passed. Our Board of Directors has determined that Mr. Wright is “independent” as that term is defined by the applicable New York Stock Exchange (the “NYSE”) listing standards. See “Director Independence” below for a discussion of director independence determinations. The Board of Directors recommends that stockholders vote “FOR” the election of Mr. Wright as a Class II director.
There are no family relationships among executive officers and/or the directors of the Company.
Vote Required
A plurality of votes cast is required for the election of directors. Both abstentions and broker non-votes will not have any effect on the outcome of voting on director elections. If any nominee should be 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 nominee, or the Board of Directors may reduce the size of the Board, at its discretion.
Director Resignation Policy
Our Corporate Governance Guidelines provide that in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his or her resignation for consideration by the Nominating & Corporate Governance Committee following certification of the stockholder vote.
The Nominating & Corporate Governance 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 Committee will consider all factors deemed relevant by its members including, without limitation: (1) the underlying
reasons why stockholders may have “withheld” votes for election from such director, if known; (2) the length of service and qualifications of the director whose resignation has been tendered; (3) the director’s past and potential future contributions to the Company; (4) the current 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. 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 Form 8-K furnished to the Securities and Exchange Commission.
The Board of Directors recommends that stockholders vote “FOR” the election of the director nominee.
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11

Item 1: Election of Director
Nominee and Directors Continuing in Office
Set forth below are the names of, and certain information with respect to, the Company’s directors, including the nominee for election to the Class II position of the Board of Directors as of March 31, 2021.
Nominee for Election at the Annual Meeting for a Term Expiring in 2024 (Class II Director)
  
  
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Age:
61
Director since:
June 2018
  
E. Joseph Wright
Oil States Board Committees: Compensation
Nominating & Corporate Governance
Other Current Public Directorships: None
Former Public Directorships: Concho Resources Inc. (2017-2021)
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
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services 
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience 
  

12
2021 Proxy Statement

Item 1: Election of Director
Class II Directors
Not Standing for Re-Election at End of Term Expiring in 2021
  
  
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Age:
78
Director since:
July 2004
  
S. James Nelson, Jr.
Oil States Board Committees: Audit
Other Current Public Directorships: ION Geophysical Corp.
W&T Offshore, Inc.
Former Public Directorships:
Cal Dive International, Inc. (1990 - 2004)
Quintana Maritime Ltd. (2005 - 2008)
Genesis Energy LP (2010 - 2012)
Mr. Nelson retired, after 15 years of service, from Cal Dive International, Inc. (now known as Helix Energy Solutions Group, Inc.), 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 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, 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 received a Bachelor of Science in Accounting from Holy Cross College and an M.B.A. from Harvard University. Mr. Nelson is a Certified Public Accountant.
 
Attributes, Skills and Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastcfo5a.jpg
Past CFO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience
  
 
  
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Age:
69
Director since:
May 2006
William T. Van Kleef
Oil States Board Committees: Audit (Chair)
Other Current Public Directorships: None
Former Public Directorships: Noble Energy, Inc. (2005-2020)

Mr. Van Kleef served in executive management positions at Tesoro Corporation (“Tesoro”), an independent petroleum refining, logistics, and marketing company, 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.
 
Attributes, Skills and Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastcfo5a.jpg
Past CFO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of
Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board
Experience
  
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13

Item 1: Election of Director
Directors Continuing in Office
Class III Directors (Term Expiring in 2022)
  
  
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Age:
64
Director since:
June 2018
  
Darrell E. Hollek
Oil States Board Committees: Audit
Nominating & Corporate Governance (Chair)
Other Current Public Directorships: None
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
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services 
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations 
  
  
  
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Age:
70
Director since:
July 2017
Independent Chairman since:
August 2018
  
Robert L. Potter
Oil States Board Committees: Compensation
Nominating & Corporate Governance
Other Current Public Directorships: None
Former Public Directorships: Tidewater, Inc. (2013 – 2017)
Mr. 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 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.
 
Attributes, Skills and Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board
Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
  
14
2021 Proxy Statement

Item 1: Election of Director
  
  
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Age:
63
Director since:
July 2019
  
Hallie A. Vanderhider
Oil States Board Committees: Audit
Other Current Public Directorships: Noble Midstream Partners LP
EQT Corporation
Ms. Vanderhider has served as Managing Director of SFC Energy Partners, a private equity firm, since January 2016. 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
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastcfo5a.jpg
Past CFO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of
Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience
  
Class I Directors (Term Expiring in 2023)
  
  
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Age:
68
Director since:
May 2014
  
Lawrence R. Dickerson
Oil States Board Committees: Compensation (Chair)
Other Current Public Directorships: Murphy Oil Corporation
Great Lakes Dredge & Dock Corporation
Former Public Directorships:
Hercules Offshore, Inc. (2015 - 2016)
Mr. 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
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastceo3a.jpg
Past CEO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastcfo5a.jpg
Past CFO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience
  
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15

Item 1: Election of Director
  
  
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Age:
72
Director since:
May 2008
  
Christopher T. Seaver
Oil States Board Committees: Audit
Other Current Public Directorships: Exterran Corporation
McCoy Global Inc.
Former Public Directorships:
Exterran Holdings, Inc. (2008 – 2015)
Mr. Seaver served as the President and Chief Executive Officer and a director of Hydril Company (“Hydril”), an oil and gas services company specializing in pressure control equipment and premium connections for tubing and casing, 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 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 has served as a director and officer of the Petroleum Equipment Supplies Association, a director of the American Petroleum Institute, and a director and Chairman of the National Ocean Industries Association. He holds a B.A. in Economics from Yale University, and M.B.A. and J.D. degrees from Stanford University.
 
Attributes, Skills and Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastceo3a.jpg
Past CEO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience
  
 
  
  
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Age:
59
Director since:
May 2007
  
Cindy B. Taylor
Oil States Board Committees: None
Other Current Public Directorships: AT&T Inc.
Former Public Directorships:
Tidewater Inc. (2008 - 2017)
Mrs. 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 13 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 and served as Senior Vice President—Chief Financial Officer and Treasurer prior to that. 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. in Accounting from Texas A&M University and is a Certified Public Accountant.
 
Attributes, Skills and Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-executiveleadership9a.jpg
Executive Leadership
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-energy-oilfieldservices9a.jpg
Energy/Oilfield Services
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastceo3a.jpg
Present CEO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-financialexperience9a.jpg
High Level of Financial Experience
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-internationaloperations7a.jpg
International Operations
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pastcfo5a.jpg
Past CFO
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-outsideboardexperience8a.jpg
Outside Board Experience
  
16
2021 Proxy Statement

Item 1: Election of Director
Executive Officers
The following profiles provide the relevant experience, age and tenure with the Company as of March 31, 2021 of our Chief Financial Officer and other executive officers of the Company. Information with respect to our Chief Executive Officer is included herein.
  
  
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Lloyd A. Hajdik
Executive Vice President, Chief Financial Officer & Treasurer
Age: 55
Mr. Hajdik joined the Company in December 2013. He has served as our Executive Vice President, Chief Financial Officer and Treasurer since May 2016 and as our Senior Vice President, Chief Financial Officer and Treasurer from December 2013 to May 2016. Prior to joining the Company, he served as the Chief Financial Officer of GR Energy Services, LLC, a privately-held oilfield services entity, from September to November 2013. From December 2003 to April 2013, Mr. Hajdik served in various financial management roles with Helix Energy Solutions Group, Inc. (“Helix”), most recently as Senior Vice President – Finance and Chief Accounting Officer. Prior to joining Helix, Mr. Hajdik served in a variety of accounting and finance related roles of increasing responsibility with Houston-based companies, including NL Industries, Inc., Compaq Computer Corporation (now Hewlett Packard), Halliburton Company, Cliffs Drilling Company and Shell Oil Company. Mr. Hajdik was with Ernst & Young LLP in the audit practice from 1989 to 1995. He graduated Cum Laude with a B.B.A. from Texas State University and 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.
  
  
  
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pg16_photoxscottmoses1a.jpg
  
  
Philip S. “Scott” Moses
Executive Vice President, Offshore/Manufactured Products
Age: 53
Mr. Moses joined the Company in August 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.
  
  
  
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pg16_photoxbriantaylor1a.jpg
  
  
Brian E. Taylor
Vice President, Controller and Chief Accounting Officer
Age: 58
Mr. Taylor joined 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 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 obtained a B.S. in Accounting from Louisiana State University.
  
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-pg3_logoxoilstates-201a.jpg
17


Corporate Governance
Corporate Governance Guidelines
The Company has adopted corporate governance guidelines entitled “Corporate Governance Guidelines,” which are available at www.oilstatesintl.com by first clicking “Corporate Governance” and then “Corporate Governance Guidelines.” These guidelines were adopted by the Board of Directors so that the Board of Directors has the necessary
authority and practices in place to make decisions 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.
Selecting Our Directors
Our director nomination process for new Board of Directors members is as follows:
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 or hiring a search firm, if deemed necessary.
The Nominating & Corporate Governance Committee considers candidate recommendations submitted by stockholders, consistent with the Board's practices and policies.
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).
The final candidate(s) are nominated by the Board of Directors or appointed to fill a vacancy (including a vacancy that results from the Board of Directors expanding the size of the Board).
To submit a candidate recommendation to the Nominating & Corporate Governance 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 2022 Annual Meeting of Stockholders by delivering proper notice to our Secretary at least 120 days prior to the first anniversary date of the 2021 Annual Meeting as more fully described below under Nominating & Corporate Governance Committee.
18
2021 Proxy Statement

Corporate Governance
Qualifications of Directors
When identifying director nominees, the Nominating & Corporate Governance 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 diversity of the Board of Directors, and the optimal enhancement of the current mix of educational backgrounds;
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.
The Nominating & Corporate Governance 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.
The following table notes the breadth and variety of business experience that each of our directors bring to the Company.
DICKERSONHOLLEKNELSONPOTTERSEAVERC. TAYLORVAN KLEEFVANDERHIDERWRIGHT
Executive Leadership
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Financial
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Energy/Oilfield Services
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International Operations
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Past or Present CEO
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Past or Present CFO
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Outside Board Experience
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In selecting nominees for the Board of Directors, the Nominating & Corporate Governance Committee considers, among other things, 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 place to nominate diverse individuals for director, the Nominating & Corporate Governance Committee sees this as a priority and considers gender and
ethnicity in the candidate selection process. In the case of current directors being considered for renomination, in addition to the Board skills and qualifications discussed above, the Nominating & Corporate Governance Committee takes into account the director’s service on the Board of Directors including the director's history of attendance at Board and committee meetings and the director’s preparation for and participation in such meetings.
Director Independence
To qualify as “independent” under the NYSE listing standards, a director must meet objective criteria set forth in the NYSE listing standards, and the Board of Directors must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director.
The Board of Directors reviews all direct or indirect business relationships between each director (including his or her immediate family) and our Company, as well as each director’s relationships with charitable organizations, to assess director independence as defined in the listing standards of the NYSE. The NYSE listing standards include a series of objective tests, such as the director is not an employee of our Company and has not engaged in various types of business dealings, directly or indirectly, with our Company.
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19

Corporate Governance
In addition, as further required by the NYSE, the Board of Directors has made a subjective determination as to each independent director that no material relationships exist which, as determined by the Board of Directors, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. 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.
The Board of Directors has determined that Messrs. Potter, Dickerson, Hollek, Nelson, Seaver, Van Kleef and Wright and Ms. Vanderhider qualify as “independent” in accordance with NYSE listing standards. Cindy Taylor, our President and Chief Executive Officer, is the only non-independent director.
 
Role and Responsibilities of the Board
Board of Directors Oversight of Enterprise Risk
Risk oversight is a responsibility of the Board of Directors. The Board of Directors utilizes an Enterprise Risk Management (“ERM”) process to assist in fulfilling its oversight responsibilities. Management and all employees are responsible for day-to-day risk management, and 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, information technology, and operations. Information relevant to this risk assessment is obtained through surveys and/or interviews of key executives, business segment leaders, and other managers. This ERM process is designed to identify and assess the Company’s primary risks in these areas, including the potential magnitude of the risk, likelihood of the risk occurring, and the speed with which the risk could impact the Company,
as well as to identify steps to mitigate and manage each risk. The results of the risk assessment are reviewed on an annual basis with the Board of Directors and are integral to the Board of Directors and its committees’ deliberations.
The Board of Directors has delegated responsibility for overseeing certain enterprise risks to its standing committees. The Audit Committee oversees the monitoring and assessment of risks related to financial reporting and related compliance matters. The Nominating & Corporate Governance Committee is responsible for overseeing risks related to compliance, business ethics, conflicts of interest, and environmental, social and governance ("ESG"). The Compensation Committee is responsible for overseeing the review and assessment of the Company’s compensation structure to enhance the correlation of executive pay and performance objectives, and to maintain alignment of interests between executive management and the Company’s stockholders.
Executive & Director Stock Ownership and Retention Guidelines
We have executive and director stock ownership guidelines, designed to align executive and director interests with stockholder interests. For a description of the guidelines
applicable to our executive officers and directors, see “Compensation Discussion and Analysis – Executive Stock Ownership Guidelines.”
Anti-Hedging and Pledging Policies
Our directors and officers are prohibited from purchasing financial instruments designed to hedge or offset against a decrease in the market value of the Company’s stock, holding Company stock 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 by 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 other
officer performing policy-making functions. Our anti-hedging policy does not address employees other than such officers, and does not directly address the designees of directors, officers or employees. While no categories of hedging are 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.

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2021 Proxy Statement

Corporate Governance
Incentive Compensation Clawback Policy
The Company has adopted an incentive compensation clawback policy. 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.
The Board’s Role in Stockholder Engagement
Stockholders or other interested parties may send communications, directly and confidentially, to the Board of Directors, to any committee of the Board of Directors, to non-management directors or to any director in particular by sending an envelope marked “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.
Corporate Code of Business Conduct and Ethics
All directors, officers and employees of the Company must act ethically at all times and in accordance with the policies comprising the Company’s ethics policy entitled “Corporate Code of Business Conduct and Ethics” (“Business Conduct and Ethics Code”). This policy is available on the Company’s web site at www.oilstatesintl.com by first clicking “Corporate Governance” and then “Corporate Code of Business Conduct and Ethics.”
Ethical principles set forth in this policy include, among other principles, matters such as:
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 resources
All of our employees with computer access are required to complete online training on a regular basis which includes a review of the Business Conduct and Ethics Code 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 periodically to assess efforts and processes to ensure compliance with laws and regulations to which the Company is subject.
Financial Code of Ethics for Senior Officers
The Company’s Financial Code of Ethics for Senior Officers applies to the Chief Executive Officer, Chief Financial Officer, principal accounting officer, and other senior accounting and financial officers (“Senior Officers”). Senior
Officers must also comply with the Business Conduct and Ethics Code. Each of these policies are available for review on the Company’s website at www.oilstatesintl.com.

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Corporate Governance
Policies and Procedures with Respect to Related Person Transactions and Conflicts of Interest and Related Person and Party Disclosures
Related Person Transaction Policies and Procedures
Pursuant to our written policy, we review all relationships and transactions in which we and any Company director, executive officer or stockholder holding more than 5% of our common stock, or any immediate family member of any such person, is a participant to determine whether any such person has a direct or indirect material interest. Our Corporate Secretary’s office is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction.
We annually distribute a questionnaire to our executive officers and members of our Board of Directors requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for materiality and for potential related person transactions.
Additionally, the charter of our Nominating & Corporate Governance Committee requires that the members of such committee assess the independence of the non-management directors at least annually, including a requirement that it determine whether or not any such directors have a material relationship with us, either directly or indirectly, as defined therein and as further described above under “Director Independence.”
As required under the rules of the Securities and Exchange Commission (the “SEC”), transactions in which we are a participant and in which a related person has a direct or indirect material interest, to the extent any exist, are disclosed in our Proxy Statement.
All material related person transactions must be reviewed, evaluated or ratified by the Audit Committee of our Board of Directors. Any member of the Audit Committee who is a related person with respect to a transaction is recused from the review of the transaction.
Conflict of Interest Policies and Procedures
Our Business Conduct and Ethics Code prohibits conflicts of interest. Under the Business Conduct and Ethics Code, conflicts of interest occur when private or family interests interfere in any way, or even appear to interfere, with the interests of our Company. Our prohibition on conflicts of interest under the Business Conduct and Ethics Code includes transactions where a member of a director’s or an employee’s family or household, receives improper personal benefits as a result of the director’s or the employee’s position in the Company. Any waivers of these guidelines must be approved by the Nominating & Corporate Governance Committee of the Board of Directors.
Related Person and Party Disclosure
Ron Hickerson and John 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 2020 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 and responsibility without regard to their relationship with Philip S. Moses. These two individuals, none of whom resides with or is supported financially by Philip S. Moses, received aggregate compensation for services rendered in the above capacities totaling $449,228 during 2020.


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2021 Proxy Statement

Corporate Governance
Board Structure and Processes
Board of Directors Leadership
Since the Company’s initial public offering in 2001, the Chairman of the Board and Chief Executive Officer roles have been split with the Chairman of the Board role being
filled by a non-executive member of the Board of Directors. We believe the separation of these two positions leads to a strong independent leadership structure.
Board and Committee Self-Evaluation
As required by our Corporate Governance Guidelines, our Board of Directors conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. In accordance with its charter, the Nominating & Corporate Governance Committee oversees the annual evaluations, solicits comments from all directors and reports annually to the Board of Directors with an
assessment of the performance of the Board and its committees. This assessment is then discussed by the full Board of Directors in executive session in its consideration of any appropriate action or response that might strengthen director communications and the overall effectiveness of the Board of Directors and committee meetings.
Executive Sessions of the Board
Our Corporate Governance Guidelines provide that our non-employee directors shall meet separately in executive session at least annually. The director who presides at these sessions is the Chairman of the Board, assuming such person is a non-management director. Otherwise, the presiding director will be chosen by a vote of the non-management directors. In addition to the executive
sessions of our non-management directors, our independent directors (as defined in the applicable NYSE listing standards) are required to meet in executive session at least annually. In the past year, our independent directors met in executive session six times. Our Chairman of the Board, Mr. Potter, who is an independent director, presided at these sessions.
Committees
Board Composition
The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee.
Below is a summary of our committee structure and membership information as of March 31, 2021.
AUDIT
COMMITTEE
COMPENSATION
COMMITTEE
NOMINATING & CORPORATE
GOVERNANCE COMMITTEE
Lawrence R. DickersonChair
Darrell E. HollekMemberChair
S. James Nelson, Jr.
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Member
Robert L. PotterMemberMember
Christopher T. Seaver
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Member
William T. Van Kleef
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Chair
Hallie A. Vanderhider
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Member
E. Joseph WrightMemberMember
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Financial Expert

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Corporate Governance
   
Audit Committee
Chairman
Mr. Van Kleef
Committee Members
Mr. Hollek
Mr. Nelson
Mr. Seaver
Ms. Vanderhider
Meetings Held
in 2020: 6
      
Primary Responsibilities and Additional Information 
Meets separately with representatives of the Company’s independent registered public accounting firm, the Company’s internal audit personnel and with representatives of senior management.
Reviews the general scope of audit coverage.
Evaluates the independence, qualifications, performance and compensation of the independent registered public accounting firm.
Oversees matters relating to internal control systems and other matters related to accounting and reporting functions.
Monitors our compliance with legal and regulatory financial requirements, including our compliance with the applicable reporting requirements established by the SEC and the requirements of Audit Committees as established by the NYSE.
Oversees certain aspects of our Ethics and Compliance Program relating to financial matters, books and records and accounting and as required by applicable statutes, rules and regulations.
Reviews and evaluates related party transactions.
The Board of Directors has determined each member of the Audit Committee is independent as defined in Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and applicable NYSE listing standards. The Board of Directors has determined that all of the members of the Audit Committee are financially literate and have accounting or related financial management expertise, each as required by the applicable NYSE listing standard. The Board of Directors has also determined that Messrs. Van Kleef, Nelson and Seaver and Ms. Vanderhider each qualify as an audit committee financial expert under the applicable rules of the Exchange Act.
The Audit Committee operates under a written charter as amended and restated by the Board of Directors effective May 12, 2020. A copy of the charter is available on our website, www.oilstatesintl.com, by first clicking “Corporate Governance” and then proceeding to the Committee Charters section.


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2021 Proxy Statement

Corporate Governance
   
Compensation Committee
Chairman
Mr. Dickerson
Committee Members
Mr. Potter
Mr. Wright
Meetings Held
in 2020: 7
      
Primary Responsibilities and Additional Information 
Administers the Equity Participation Plan and makes recommendations to the full Board of Directors concerning all stock and performance-based awards to employees, including our Named Executive Officers.
Reviews and makes recommendations to the Board of Directors with respect to the compensation of our Chief Executive Officer and our other Named Executive Officers.
Monitors compensation and employee benefit policies.
Oversees our disclosures relating to compensation plans, policies and programs, including overseeing the preparation of the Compensation Discussion and Analysis included in this Proxy Statement.
Acts to retain or terminate any compensation consultant to be used to assist the Compensation Committee in the discharge of its responsibilities.
The Compensation Committee may form or delegate some or all of its authority to any one of its members or subcommittees when it deems appropriate, whether or not such delegation is specifically contemplated under any plan or program. In particular, the Compensation Committee may delegate the approval of award grants and other transactions and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are (1) “Non-Employee Directors” for the purposes of Rule 16b-3, and/or (2) “outside directors” for the purposes of Section 162(m).
The Compensation Committee has delegated certain authority to our Chief Executive Officer for the approval of long-term incentive awards to non-officer employees.
Reviews and assesses the succession plan for the Chief Executive Officer and other members of executive management and reviews such plan with the Board of Directors on at least an annual basis.
Compensation Committee Interlocks and Insider Participation. During 2020, the Company’s Compensation Committee consisted of Messrs. Dickerson, Potter and Wright, each of whom is an independent, non-employee director. There were no compensation committee interlock relationships nor any insider participation in compensation arrangements for the year ended December 31, 2020.
The Board of Directors has determined each member of the Compensation Committee is a “Non-Employee Director” and independent as defined in Rule 16b-3 promulgated under the Exchange Act and applicable NYSE listing standards, respectively.
The Compensation Committee operates under a written charter as amended and restated by the Board of Directors effective May 12, 2020. A copy of the charter is available on our website, www.oilstatesintl.com, by first clicking “Corporate Governance” and then proceeding to the Committee Charters section.

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25

Corporate Governance
   
Nominating & Corporate Governance Committee
Chairman
Mr. Hollek
Committee Members
Mr. Potter
Mr. Wright
Meetings Held
in 2020: 2
      
Primary Responsibilities and Additional Information 
Makes proposals to the Board of Directors for candidates to be nominated by the Board of Directors to fill vacancies or for new directorship positions, if any, which may be created from time to time.
Considers suggestions from any source, particularly from stockholders, regarding possible candidates for director.
Considers and reviews the following for director nominees: the person’s reputation and integrity; the person’s qualifications as an independent, disinterested, 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 a major geographical area in which the Company operates or another area of the Company’s operational environment. The Nominating & Corporate Governance Committee also considers the diversity of the Board of Directors, and the optimal enhancement of the current mix of educational backgrounds, business industry experience and knowledge of different geographic markets and oilfield services and products.
Leads the Board of Directors in its annual review of the performance of the Board of Directors and its committees.
Develops, reviews and recommends to the Board of Directors any changes to our Corporate Governance Guidelines, Bylaws and other applicable governance policies.
Oversees the Company's significant environmental, social and governance and sustainability activities and practices.
The Board of Directors has determined each member of the Nominating & Corporate Governance Committee is independent as defined in the applicable NYSE listing standards.
The Nominating & Corporate Governance Committee operates under a written charter as amended and restated by the Board of Directors effective May 12, 2020. A copy of the charter is available on our website, www.oilstatesintl.com, by first clicking “Corporate Governance” and then proceeding to the Committee Charters section.
To Submit a Candidate Recommendation
To submit a recommendation to the committee, a stockholder should send a written request to the attention of the Company’s Secretary at Oil States International, Inc., Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002. The written request must include the nominee’s name, contact information, biographical information and qualifications, as well as the nominee’s written consent to serve, if elected. The request must also meet the other specific requirements set forth in our bylaws, including providing information regarding the number of shares of common stock beneficially owned by the person or group making the request, the period of time such person or group has owned those shares and the nature of any arrangement or agreement between the stockholder making a nomination and other parties with respect to the nomination. The request must be received by the Company no later than the 120th day prior to the first anniversary of the preceding year’s Annual Meeting, or January 11, 2022 for the 2022 Annual Meeting of Stockholders. These procedures do not preclude a stockholder from making nominations in accordance with the process described below under “Stockholder Proposals.”

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2021 Proxy Statement

Corporate Governance
Board and Committee Meetings; Attendance
Number of Meetings in 2020
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Each of the directors attended at least 90% of the meetings of the Board of Directors and the committees of the Board of Directors on which they served in 2020.
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 2020, each of the directors at that time attended the Annual Meeting of Stockholders.
Director Compensation
Compensation received by our non-employee directors following the first quarter of 2020 was reduced from 2019 levels in response to the market disruption caused by the Coronavirus Disease 2019 (“COVID-19”) pandemic. Specifically, the Board voluntarily reduced the annual non-employee director restricted stock award value at the date of grant from $125,000 to $37,108 in response to the harsh economic impact that COVID-19 was having on the Company's operating and financial results and due to a historically low stock price. The Board of Directors elected to temporarily reduce the grant value by applying the same grant date price to the Director awards as was in effect in February 2020 when the executive stock awards were granted. The annual retainer for each non-employee director (paid quarterly) was also reduced from $50,000 to $46,250, and the additional quarterly stock grant to the Chairman of the Board of Directors was reduced from $12,500 per quarter to an average of $4,671 per quarter (to reflect the same grant date price that was in effect in February 2020 when the executive stock awards were granted).
During 2020, our non-employee directors received:
an annual retainer of $46,250 plus $2,000 for attendance at each Board of Directors or committee meeting;
an additional fee of $17,500 for the chair of the Audit Committee and $10,000 for other members of the committee;
an additional fee of $10,000 for the chair of the Compensation Committee and $5,000 for other members of the committee;
an additional fee of $10,000 for the chair of the Nominating & Corporate Governance Committee and $5,000 for other members of the committee;
an additional fee of $76,513 for the Chairman of the Board of Directors, which was paid quarterly, 65% in cash and 35% in fully-vested shares of Company stock; and
an additional restricted stock award grant valued at $37,108 at the time of grant (temporary reduction in value discussed above).
Director cash compensation is paid at the end of each quarter.
To align the non-employee directors’ compensation with the financial interests of our stockholders, a significant portion of their compensation is generally paid in the form of restricted stock awards. Newly elected or appointed non-employee directors receive restricted stock awards of the Company’s common stock valued at approximately $125,000 after their initial election or appointment. Non-employee directors generally receive additional restricted stock awards of the Company’s common stock valued at approximately $125,000 at each annual meeting of stockholders after which they continue to serve. In 2020, the value of this award at the date of grant was reduced following the market disruptions caused by the COVID-19 pandemic as previously discussed. The non-employee directors’ restricted stock awards vest on the earlier of one year from the date of grant or the date of the next annual meeting of stockholders.
Directors will be fully vested in all outstanding restricted stock and all outstanding stock options in the event of the occurrence of a “Change of Control.”
Non-employee directors are subject to the Company’s stock ownership and retention guidelines pursuant to which they are expected to retain restricted stock 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, 2020.
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27

Corporate Governance
Stock that counts toward satisfaction of the stock ownership and retention guidelines includes:
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.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or committees and for other reasonable expenses related to the performance of their duties as directors, including attendance at pertinent continuing education programs and training.
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. 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 sections below titled “Deferred Compensation” and “Nonqualified Deferred Compensation.”
Non-employee director compensation levels are reviewed by the Compensation Committee each year, and resulting recommendations are presented to the Board of Directors for approval.
The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2020.
NAMEFEES EARNED OR
PAID IN CASH
($)
STOCK
AWARDS
($)(1)(2)
TOTAL
($)
Lawrence R. Dickerson82,25037,108 119,358 
Darrell E. Hollek94,25037,108 131,358 
S. James Nelson, Jr.80,25037,108 117,358 
Robert L. Potter136,25063,622 199,872 
Christopher T. Seaver78,25037,108 115,358 
William T. Van Kleef87,75037,108 124,858 
Hallie A. Vanderhider
80,25037,108 117,358 
E. Joseph Wright86,25037,108 123,358 
(1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock awards granted in 2020 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for information regarding the assumptions relied upon for this calculation. These amounts reflect our accounting expense for these awards, and do not necessarily correspond to the actual value that may be realized by the directors.
(2)The grant date fair values of the restricted stock awards with respect to the year ended December 31, 2020 were as follows:
NAMEGRANT DATESTOCK AWARDS
#
GRANT DATE
FAIR VALUE
($)
Lawrence R. DickersonMay 12, 202011,211 37,108 
Darrell E. HollekMay 12, 202011,211 37,108 
S. James Nelson, Jr.May 12, 202011,211 37,108 
Robert L. Potter
March 31, 2020(a)
6,158 12,501 
 May 12, 202011,211 37,108 
 
June 30, 2020(a)
1,121 5,325 
 
September 30, 2020(a)
1,121 3,060 
 
December 31, 2020(a)
1,121 5,627 
Christopher T. SeaverMay 12, 202011,211 37,108 
William T. Van KleefMay 12, 202011,211 37,108 
Hallie A. VanderhiderMay 12, 202011,211 37,108 
E. Joseph WrightMay 12, 202011,211 37,108 
(a) Mr. Potter’s stock award total includes $26,513 of the Company’s fully-vested stock issued as part of his fees as Chairman of the Board of Directors for 2020.

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2021 Proxy Statement

Corporate Governance
As of December 31, 2020, the aggregate number of unvested restricted stock awards held by non-employee directors were as follows:
NAMESTOCK AWARDS
#
Lawrence R. Dickerson11,211 
Darrell E. Hollek11,211 
S. James Nelson, Jr.11,211 
Robert L. Potter11,211 
Christopher T. Seaver11,211 
William T. Van Kleef11,211 
Hallie A. Vanderhider11,211 
E. Joseph Wright11,211 

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29


ITEM 2:
Advisory Vote On Executive Compensation
The Company is asking that you vote for approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement.
Section 14A of the Exchange Act requires us to provide an advisory stockholder vote, at least every three years, to approve the compensation of our Named Executive Officers, as such compensation is disclosed pursuant to the disclosure rules of the SEC. The Company currently provides stockholders with this opportunity annually, and plans to continue to do so for the foreseeable future. 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, under “Compensation Discussion and Analysis.”
As discussed in greater detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation programs are designed to:
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.
Our compensation program is designed to reward executives for long-term strategic management and the enhancement of stockholder value. 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.
For the reasons expressed above, the Compensation Committee and the Board of Directors believe that these compensation policies and practices are aligned with the interests of our stockholders.
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.”
Vote Required
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.
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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 of Directors 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.

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2021 Proxy Statement


Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) summarizes the Company’s 2020 compensation programs, actions and results relative to the Company’s 2020 performance. These outcomes considered the short-term financial and operating achievements measured against plan objectives, and stock price performance on an relative basis through the end of 2020.
This 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 & Chief Executive Officer
Lloyd A. Hajdik—Executive Vice President, Chief Financial Officer & Treasurer
Christopher E. Cragg—Former Executive Vice President, Operations
Philip S. “Scott” Moses—Executive Vice President, Offshore / Manufactured Products
Brian E. Taylor—Vice President, Controller and Chief Accounting Officer (no relation to the Company's CEO, Cindy Taylor)
Mr. Cragg's employment with the Company ended on March 1, 2021, but due to his executive officer status as of December 31, 2020, he is deemed to be a Named Executive Officer in 2020.
The 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 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.
Executive Total Compensation Philosophy
The 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 Company relative 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
Design a compensation program that neither promotes overly conservative actions or excessive risk taking.
The compensation program is designed to reward executives for long-term strategic management and the enhancement of stockholder value.

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31

Compensation Discussion and Analysis
2020 Advisory Vote on Executive Compensation
In 2017, a majority of stockholders expressed their preference for an advisory vote on executive compensation occurring every year, and we have implemented their recommendation.
Our executive compensation programs have historically received strong stockholder support (averaging 97 percent in the five years prior to 2019). At our 2019 Annual Meeting of Stockholders, our stockholders expressed concerns regarding certain elements of our compensation program for our Named Executive Officers. Our Compensation Committee addressed those concerns for our 2019 compensation programs through both stockholder engagement, as well as modifying certain elements of our compensation programs. With these changes, a total of 87% of the votes cast supported our executive compensation policies and practices for our Named Executive Officers at our 2020 Annual Meeting of Stockholders. In reviewing our executive compensation
program for the 2020 year, our Compensation Committee considered the results of last year’s advisory vote on executive compensation and feedback from our stockholders in their overall assessment of our programs. As described in more detail below, the Compensation Committee considered stockholder feedback on recent compensation changes, peer data and other market conditions when determining the types and amounts of compensation to be paid to Named Executive Officers. Based upon stockholder outreach, the Company reduced the relative percentage of grant date value associated with time-vesting restricted stock awards from 67% to 50% in 2020, with a corresponding increase in the relative percentage of performance-based awards from 33% to 50%. Beginning with the 2019 awards, potential payouts related to performance-based cash awards based on Relative TSR (defined below) are capped at target if Relative TSR is negative over the performance period.
Say-On-Pay Results (“Percentage of Votes For“)
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Compensation Alignment with Stockholders
Demand for most of our products and services depends substantially on the level of capital expenditures invested in the oil and natural gas industry, which has experienced a prolonged downturn due to volatility in underlying commodity prices, particularly that of crude oil. This downward volatility in commodity prices was exacerbated in 2020 given the worldwide market disruptions and demand destruction caused by the COVID-19 pandemic. The unprecedented decline in crude oil prices, coupled with higher crude oil inventory levels in 2020, caused rapid reductions in most of our customers' drilling, completion and production activities and their related spending on products and services, particularly those supporting activities in the U.S. shale play regions.
Following the unprecedented events commencing in March 2020, we immediately began aggressive implementation of cost reduction initiatives in an effort to protect the financial health of our company, including reductions in personnel levels, base compensation levels, annual short-term and long-term incentive compensation and other employees benefits.
Given this backdrop, our financial results and our returns to stockholders have suffered since 2014. Total realized compensation as compared to total reported compensation of our Named Executive Officers has also declined over this period. In 2020, the Compensation Committee took the following actions to manage costs and
align pay with performance, both prior to and after the unprecedented events triggered by the COVID-19 pandemic:
In February/March 2020:
Reduced executives long-term incentive award levels from 2019 values by 10% on average (excluding Mr. B. Taylor), with individual reductions ranging from 5-17% depending on peer group positioning; reflecting the challenging environment expected in 2020;
Added two new metrics to the short-term incentive plan: Free Cash Flow and the preservation of liquidity; these metrics were added to recognize the critical importance of generating cash and protecting liquidity during what was expected to be an extremely challenging year in 2020.
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2021 Proxy Statement

Compensation Discussion and Analysis
In May 2020:
Reduced executive salaries and director cash compensation by 10% to reflect the unprecedented challenging environment; these reductions are still in place as of March 31, 2021;
Suspended the Company’s 401(k) and Deferred Compensation Plan matching contributions to help manage costs; these suspensions are still in place;
Reduced director restricted stock award grants by approximately 70% to manage costs and preserve shares; and
Did not adjust any of the 2020 annual incentive compensation plan goals that were originally established despite the harsh effects of the COVID-19 pandemic to better maintain a pay and performance alignment.
In January 2021:
Truncated the 2018 compound annual growth rate of EBITDA ("EBITDA CAGR") performance-based award, ending the measurement period as of March 31, 2020 while simultaneously reducing the target payouts by 25% to reflect the shortened
performance period; resulted in a payout of approximately 34% of the original target grant value. This decision was supported by the fact that the Company had generated strong EBITDA CAGR growth through March 31, 2020 (pre-COVID-19 pandemic period) with an EBITDA CAGR of 62%.;
• Did not adjust any other outstanding EBITDA CAGR performance-based awards (all of which are tracking for no payout) despite the material impact of the COVID-19 pandemic on 2020 financial results.
Please see more detailed examples regarding realized compensation for our Named Executive Officers below in the section titled “Reported versus Realized Values of Executive Compensation.”
Our Compensation Committee is very sensitive to market conditions and stockholder returns. However, the Compensation Committee also strives to balance the need to retain qualified executives in an industry that is performing at low levels relative to other industries so that stockholder returns can be maximized over the longer term.
Compensation Comparisons Relative to Market
The Compensation Committee establishes executive compensation primarily based on a review of the executive’s performance and compensation history while taking into account corporate 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”) consisting of industry companies of comparable size and business complexity.
In selecting comparison companies, the Compensation Committee considered various factors including each company’s participation in the energy services sector as well as market capitalization, 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.
The Compensation Committee reviews the compensation programs for comparable positions at similar corporations with which the Company competes for executive talent, and also considers relative internal equity within its executive pay structure. This approach allows the Compensation Committee to respond to changing business conditions and
to manage salaries and incentives more evenly over an individual’s career.
In evaluating the peer group and other comparison data for compensation purposes, the Compensation Committee neither bases its decisions on quantitative relative weights of various factors, nor follows mathematical formulas. Rather, the Compensation Committee exercises 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). In the review conducted for the Compensation Committee in late 2019, the Consultant recommended a list of 13 publicly traded companies as the peer group for comparison purposes of reviewing 2020 compensation decisions (collectively, the “Peer Group”). The Peer Group for 2020 compensation decisions is comprised of 12 of the 13 companies utilized as the peer group in 2019, reflecting the removal of Key Energy Services, Inc. due to its restructuring, and the addition of Apergy Corporation (renamed ChampionX Corporation after Apergy's combination with ChampionX Holding, Inc., the former upstream business of Ecolab, Inc.). In August 2020, the Compensation Committee approved certain changes to the Company’s Peer Group for 2021 compensation planning purposes, including the addition of Select Energy Services, Inc. and the removal of ChampionX Corporation due to its revenue level following its merger with Apergy Corporation. The Peer Group identified for purposes of both the 2020 and 2021 compensation years is reflected below:
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33

Compensation Discussion and Analysis
     
2021 Peer Evaluation by
Compensation Committee
     
2020 PEERS2021 PEERS
     
   
AROCArchrock, Inc.PEER ADDEDAROCArchrock, Inc.
CHXApergy Corporation (renamed ChampionX Corporation as discussed above)CLBCore Laboratories N.V.
CLBCore Laboratories N.V.
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WTTRSelect Energy Services, Inc.DRQDril-Quip, Inc.
DRQDril-Quip, Inc.EXTNExterran Corporation
EXTNExterran CorporationFETForum Energy
FETForum EnergyTechnologies, Inc.
Technologies, Inc.
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FIFrank’s International N.V.
FIFrank’s International N.V.HLXHelix Energy Solutions
HLXHelix Energy SolutionsPEER REMOVEDGroup, Inc.
Group, Inc.HPHelmerich & Payne, Inc.
HPHelmerich & Payne, Inc.
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CHXChampionX Corporation (formerly Apergy Corporation)NRNewpark Resources, Inc.
NRNewpark Resources, Inc.OIIOceaneering International, Inc.
OIIOceaneering International, Inc.RESRPC, Inc.
RESRPC, Inc.WTTRSelect Energy Services, Inc.
SPNSuperior Energy Services, Inc.SPNSuperior Energy Services, Inc.
     
     
Compensation Practices as They Relate to Risk Management
Our compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on an individual basis and at the entity level. In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking. Our compensation strategies are designed to encourage Company growth and appropriate risk taking but not to encourage excessive risk taking. 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-day activities. We recognize, however, that there are trade-offs and that it can be difficult in specific situations to maintain the appropriate balance.
Our compensation arrangements contain certain design elements that are intended to minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results. Those elements include a maximum amount that can be earned under the annual incentive cash compensation and performance-based stock and cash award programs.
In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees, including our Named Executive Officers, are reasonably likely to have a material adverse effect on us.



34
2021 Proxy Statement

Compensation Discussion and Analysis
Elements of Compensation
In order to further its pay-for-performance goal, the Compensation Committee has determined that it is appropriate to deliver a significant portion of executive compensation in the form of equity based compensation with a large portion of compensation that is “at risk” and tied to corporate performance. The following charts
depict elements of the target compensation for the CEO and, collectively, for the other NEOs of the Company during 2020. Approximately 85 percent of the compensation granted to our CEO and 77 percent granted to our other NEOs was at risk, demonstrating management’s alignment with stockholder objectives.
2020 Target Compensation Mix
CEO
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ALL OTHER NAMED EXECUTIVE OFFICERS
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When designing incentives, the Compensation Committee employs selected performance metrics to ensure a strong link between executive compensation and performance. Metrics such as EBITDA, EBITDA growth rate, free cash flow, average liquidity levels and relative stock price performance have been used in the past to align compensation to Company performance.
In terms of 2020 grant date fair value awarded under our long-term incentive program, 25% was awarded in the form of cliff-vesting performance-based stock awards, 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 CEO and our other Named Executive Officers (see page 47), with the exception of Mr. B. Taylor, who received 100% time-based restricted stock award prior to becoming a Named Executive Officer.
An explanation of the individual pay elements of our executive officer compensation program and the impact of performance on each element is summarized below.
Reported versus Realized Values of Executive Compensation
The Compensation Committee is committed to targeting reasonable and competitive compensation for the NEOs. Because a significant portion of the NEOs’ compensation is at risk (77% to 85% for 2020 as shown above), the target values established may vary substantially from the actual pay that is realized.
“Reported compensation” is the total compensation that is reported in the summary compensation table of our Proxy Statement which reflects values at grant date rather than when actually earned. “Realized compensation” for any
given year is calculated by adding together: actual base salary paid, total annual non-equity incentive plan compensation paid, the value of service-based and performance-based restricted stock awards that vested during the year (based on the closing price of the Company’s common stock on the day of vesting), the actual value of performance-based cash awards earned during the year and the actual value of all other compensation earned in the year. Realized pay disclosures are intended to reflect what an executive would have reported as wages earned in their Form W-2 for income tax purposes.
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35

Compensation Discussion and Analysis
The following table summarizes reported compensation values for our CEO and collectively for the other NEOs, as compared to realized values for the years ended December 31, 2019 and 2020 (in thousands):
Reported Versus Realized Compensation Values(1)
CEO Compensation
All Other Named Executive Officers Compensation(2)
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(1)This table is intended to provide supplemental information for compensation that has been reported within the Summary Compensation Table. It is not intended to substitute or replace any amounts reported within the Summary Compensation Table. A more detailed chart containing information regarding our CEO’s reported vs. realized values for certain long-term equity awards can be found below in the section titled “Long-term Incentives.”
(2)No values are reflected with respect to Mr. B. Taylor prior to 2020, when Mr. B. Taylor became a Named Executive Officer of the Company. Mr. Steen (the Company's former Executive Vice President, Human Resources & Legal) was a Named Executive Officer in 2019 and therefore his compensation is included in the 2019 values.

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2021 Proxy Statement

Compensation Discussion and Analysis
Base Salary
Base salary is the guaranteed 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 considers compensation data from peer group companies and other
similarly sized companies, 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 conditions. Beginning in May 2020, in response to the unprecedented market disruptions caused by the COVID-19 pandemic, the Compensation Committee implemented a 10% base salary reduction for our Named Executive Officers as shown below. These pay reductions have not yet been restored as of March 31, 2021.
NAMED EXECUTIVE OFFICERPERCENT DECREASE DURING 2020   
FIVE YEAR BASE SALARY SUMMARY(1)
2020(2)
2019201820172016
Cindy B. Taylor (10%)$765,000 $850,000 $850,000 $800,000 $800,000 
Lloyd A. Hajdik(10%)405,000 450,000 435,000 425,000 400,000 
Christopher E. Cragg(10%)414,000 460,000 450,000 440,000 400,000 
Philip S. Moses(10%)360,000 400,000 375,000 350,000 350,000 
Brian E. Taylor (3)
(10%)270,450 
(1)Reflects base salary amounts at year-end.
(2)The base salary of each of the Company's Named Executive Officers was reduced by 10% beginning in May 2020. The table above lists salaries in effect at December 31, 2020 while the Summary Compensation Table on page 46 reflects average base salary earned in 2020.
(3)Mr. B. Taylor became a Named Executive Officer in 2020, thus no base salary amounts are presented for years prior to 2020.
Mrs. C. 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. C. Taylor’s NEO direct reports. Mrs. C. Taylor does not provide input or participate in the review or determination of her own compensation.
Short-term Incentives
The Company’s Annual Incentive Compensation Plan (“AICP”) is performance-based and provides executives with direct financial incentives in the form of annual cash bonuses based on total Company and business unit 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:
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 financial performance metrics; and
motivate employees to continually improve Company-wide and business unit performance.
The AICP is based upon metrics set by the Compensation Committee with input from management that it believes are consistent with creating stockholder value. The goals and objectives have been 100% weighted in recent years toward financial objectives for executive officers and goals that management and the Board of Directors believe will drive Company performance.
Under the AICP, an incentive target percentage is established for each executive officer based upon, among other factors, the Compensation Committee’s review of publicly available competitive compensation data for that position, level of responsibility, past performance and ability to impact the Company’s success. Achieving results which exceed a minimum, or threshold, level of performance triggers an AICP payout. Performance results at or below the threshold results in no AICP award. Target performance is earned when an executive achieves 100% of their AICP performance objective(s). Overachievement 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, 25-100% 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 overachievement 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 2020 award opportunities, expressed as a percentage of eligible AICP earnings (i.e. annual base salary), for our CEO and other Named Executive Officers are outlined below:
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37

Compensation Discussion and Analysis
THRESHOLDTARGETOVERACHIEVEMENT
Cindy B. Taylor25 %110 %220 %
Lloyd A. Hajdik25 %80 %160 %
Christopher E. Cragg25 %80 %160 %
Philip S. Moses25 %80 %160 %
Brian E. Taylor25 %40 %80 %
As shown in the table above, the maximum AICP overachievement percentage (payout) is limited to twice the target level percentage which helps mitigate the potential for excessive risk taking. In addition, targets and goals are adjusted upward to incorporate material acquisitions which also limits excessive risk taking. During 2020, the financial objectives established for all Named Executive Officers were held constant for short-term incentive goals once approved by the Compensation Committee despite the demand destruction in our industry resulting from the COVID-19 pandemic beginning in the first quarter of 2020. However, the mix of financial objectives was changed to incorporate the free cash flow and liquidity metrics as mentioned previously.
At the beginning of each year, the Compensation Committee is responsible for approving the AICP performance objectives based on recommendations made by the CEO. The Compensation Committee sets performance goals that are measurable and quantifiable.
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. The Compensation Committee has established “earnings before interest, taxes, depreciation and amortization expense” (“EBITDA”) as a primary corporate financial performance objective for each executive officer for several years. The EBITDA and other financial objectives are generally set based on the Company or business unit annual operating plan approved by the Board of Directors. In 2020, a free cash flow (operating cash flow less net capital expenditures) ("FCF") metric was introduced to reflect stockholder input and to support our pursuit of
strategies that enhance stockholder value. A metric for Mrs. C. Taylor and Messrs. Hajdik and B. Taylor was established for 2020 based upon average calculated liquidity levels (cash on-hand plus borrowing availability under the Company's revolving credit facility) (the " Consolidated Liquidity Level" metric in the table below) due to the anticipated reduction in available liquidity resulting from the COVID-19 induced demand destruction for crude oil coupled with the financial maintenance covenants contained in the Company's then outstanding revolving credit facility. We believe the use of these tailored financial objectives were aligned with stockholder concerns and were responsive to the rapidly declining economic environment triggered by the COVID-19 pandemic, which ultimately prevented potential breaches of the financial maintenance covenants contained in the Company's revolving credit facility. Management secured an amendment to its revolving credit facility in June 2020 thereby suspending the financial maintenance covenants through March 30, 2021.
At the end of each year, the Compensation Committee reviews the performance results of the Company and the total incentive awards to be paid to each executive officer based on the level of achievement of the AICP performance objectives. Actual incentive plan payments under the AICP varied based upon the level of Company and business segment achievement of the related quantitative financial goals and objectives with no Named Executive Officer receiving an above target payout. The following tables present the Company’s 2020 annual cash incentive results for each of our NEOs, together with relevant weightings of the various components and payouts achieved.
FINANCIAL OBJECTIVES
EBITDACONSOLIDATED
FREE CASH FLOW
CONSOLIDATED
LIQUIDITY LEVEL
INCENTIVE OPPORTUNITY AS % OF BASE SALARYWEIGHT
(%)
PAYOUT RESULT
(%)
WEIGHT
(%)
PAYOUT RESULT
(%)
WEIGHT
(%)
PAYOUT RESULT
(%)
TOTAL 2020 INCENTIVE PAID AS % OF BASE SALARY
Cindy B. Taylor110 %50 
(1)
25 200 25 200 110 %
Lloyd A. Hajdik80 %50 
(1)
25 200 25 200 80 %
Christopher E. Cragg80 %75 
(2)
25 200 40 %
Philip S. Moses80 %75 
(3)
25 200 40 %
Brian E. Taylor40 %50 
(1)
25 200 25 200 40 %
(1) No payout due to threshold level achievement of the consolidated EBITDA target not being met.
(2) No payout due to threshold level achievement of the Well Site Services segment EBITDA target not being met.
(3) No payout due to threshold level achievement of the Offshore/Manufactured Products segment EBITDA target not being met.
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2021 Proxy Statement

Compensation Discussion and Analysis
AICP
TARGET
AWARD
($)
AICP
ACTUAL
AWARD
($)
% OF BASE SALARY
Cindy B. Taylor877,462 877,462 110 %
Lloyd A. Hajdik337,846 337,846 80 %
Christopher E. Cragg345,354 172,677 40 %
Philip S. Moses300,923 150,462 40 %
Brian E. Taylor112,803 112,803 40 %
The following table presents the 2020 AICP performance objective goals together with the corresponding actual performance achieved.
(IN MILLIONS)CONSOLIDATED EBITDA
($)
WELL SITE SERVICES
EBITDA
($)
OFFSHORE/MANUFACTURED PRODUCTS EBITDA
($)
CONSOLIDATED FREE CASH FLOW ($)CONSOLIDATED LIQUIDITY LEVEL
($)
Threshold64.2 43.4 46.4 60.0 50.0 
Target(1)
85.6 57.8 61.9 70.0 75.0 
Maximum107.1 72.3 77.4 90.0 100.0 
Actual Performance17.0 7.4 44.4 129.4 125.6 
Payout Achieved (%)%%%200 %200 %
(1)The consolidated EBITDA target established for 2020 of $85.6 million was approved by the Board of Directors as part of the annual operating budget process, which represented a 16% decrease from 2019 actual EBITDA of $101.7 million reflecting the anticipated impact on customer spending given the decline in the price of crude oil during the fourth quarter of 2019.
Our reported results of operations for 2020 were negatively impacted by the unprecedented decline in crude oil prices starting in March and April of 2020 stemming from the
global response to the COVID-19 pandemic and ongoing uncertainties related to future crude oil demand, resulting in below threshold achievement for each of the EBITDA performance measures.
Long-term Incentives
Equity-Based Incentives—The Company makes certain stock-based awards under the 2018 Equity Participation Plan (previously the 2001 Equity Participation Plan) (collectively referred to as the “Equity Participation Plan”), which was approved by stockholders at the 2018 Annual Meeting of Stockholders, to better align the interests of executive officers with those of stockholders and to provide retention incentives. Specifically, the plan’s purposes are to:
place a significant percentage of executive compensation at risk;
enable the Company to obtain and retain the services of executives considered essential to its long-term success by offering them an opportunity to own stock in the Company; and
provide an additional incentive for executives to further the growth, development and financial success of the Company by personally benefiting through ownership of Company stock and/or rights.
The 2018 Equity Participation Plan provides for the grant of any combination of:
restricted stock; ("RSA's")
performance-based awards; ("PSU's")
stock options;
deferred stock;
stock payments or phantom stock awards; and
dividend equivalents.
The 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 Equity Participation Plan. Vesting may occur earlier than the minimum vesting periods with respect to no more than 10% of shares cumulatively authorized under the Equity Participation Plan. Time-based restricted stock awards, which are valued 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”) generally vest in equal installments over a three-year period.
In determining appropriate awards, the Compensation Committee annually reviews each executive’s past performance and experience, his or her position and ability to contribute to the future success and growth of the Company, time in the current job, base compensation and competitive market data.
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39

Compensation Discussion and Analysis
The Compensation Committee also takes into account the risk of losing the executive to other employment opportunities and the value and potential for appreciation in the Company’s stock. The Compensation Committee also takes into consideration that, unlike some peer companies, the Company has no defined benefit retirement plan nor any supplemental executive retirement benefits or similar arrangements. The Compensation Committee believes that the current program of time-based restricted stock, and, in certain circumstances, cliff-vesting performance-based stock and cash awards, along with significant vesting requirements, are an effective method of reinforcing the long-term nature of the Company’s business, in creating retention incentives and in reinforcing alignment with stockholder interests.
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 reflects a variety of factors including, among others, competitive market practices, retention priorities, total previous grants, current stock valuation, estimated impact on future earnings, and individual, segment and Company-wide performance. The Compensation Committee determines the award level for executives, if any, on an annual basis, usually at its February meeting each year.
For 2020, the Company granted a combination of time-based restricted stock awards and cliff-vesting performance-based awards to the Named Executive Officers, except Mr. B. Taylor who received only restricted stock awards. We believe the inclusion of performance-based awards adds incentive for continued performance, enhances the Company’s ability to attract and retain talented executives in an increasingly competitive marketplace and benefits stockholder returns. The Compensation Committee weighs the cost to stockholders of these grants against their potential benefit as an incentive, retention and compensation tool.
In 2020, in part as a result of the feedback we received from the significant stockholder engagement we conducted in 2019, each of the Named 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, except for Mr. B. Taylor who received only restricted stock awards in 2020 prior to becoming a Named Executive Officer.
Stock Awards. Restricted stock awards were made to Mrs. C. Taylor and Messrs. Hajdik, Cragg, Moses and B. Taylor on February 19, 2020 based on the then fair value of $11.15 per restricted share. These awards vest in three equal installments on each annual anniversary of the grant date (so that the awards will be 100% vested on February 19, 2023), provided the Named Executive Officer remains an employee continuously from the date of grant through the applicable vesting date.
There is no program, plan or practice to time the award of 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 officers and directors are
expressly prohibited from trading options or any derivative type of contract related to the Company’s stock.
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 awards and achievement of the performance criteria.
The vesting of performance-based awards 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 targeted value covered by the 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. The 2018, 2019 and 2020 performance-based awards were divided into two components: a performance-based stock award based on the achievement of a predefined EBITDA CAGR (an absolute growth measure), and a performance-based cash award based on Relative Total Stockholder Return ("Relative TSR") compared to our peer group.
EBITDA CAGR refers to the average year-over-year growth rate of that performance measure over the three-year performance period. This performance metric is an absolute rather than a relative performance measure.
Relative TSR performance-based awards granted by the Compensation Committee in 2018, 2019 and 2020 were a cash-based award to more closely correlate the level of benefit granted to recipients to amounts expensed in our financial statements. Beginning with the 2019 awards, potential payouts related to performance-based cash awards based on Relative TSR are capped at target if Relative TSR is negative over the performance period.
Based upon stockholder outreach, the Company reduced the percentage of grant date value associated with time-vesting restricted stock awards (67% to 50%) with a corresponding increase in the percentage granted that was performance-based granted (33% to 50%) in 2020.
The Company utilizes a combination of performance based and absolute metrics in the composition of the long-term incentive award value in the form of performance-based awards.
The tables below summarize the predefined performance criteria and the shares earned or cash received based on results achieved over the three-year performance period for these performance-based awards. Performance matrices provide for graduated award levels when the measure achievement falls between the minimum and maximum levels.
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2021 Proxy Statement

Compensation Discussion and Analysis
Performance-Based Relative Award Criteria
2018(1) , 2019(2) and 2020(3) PERFORMANCE BASED RELATIVE
TSR PERFORMANCE AWARD AS % OF GRANT VALUE
(CASH-BASED)
75th PercentileTop200 %
50th PercentileMiddle100 %
25th PercentileBottom50 %
<25th PercentileNon Qualifying— 
(1)The 2018 award's performance period was January 1, 2018 to December 31, 2020. Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentile. The actual Relative TSR achievement level for the 2018 grant was 86%.
(2)The 2019 award's performance period is January 1, 2019 to December 31, 2021. Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentiles. However, if the Company’s TSR is negative, payout as a percentage of grant value will not exceed 100%.
(3)The 2020 award's performance period is January 1, 2020 to December 31, 2022. Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentiles. However, if the Company’s TSR is negative, payout as a percentage of grant value will not exceed 100%.
Performance-Based Absolute Award Criteria
2018 PERFORMANCE SHARE UNIT GRANTS(1)
(JANUARY 1, 2018 TO DECEMBER 31, 2020 PERFORMANCE PERIOD)
EBITDA CAGR PERFORMANCE AWARD AS % OF GRANT VALUE
(STOCK-BASED)
≥30.0%Overachievement200 %
20.0%Target100 %
≤10.0%Non Qualifying— 
(1)The 2018 award's performance period was originally set as January 1, 2018 to December 31, 2020. In response to the unprecedented impact of the COVID-19 pandemic, the Compensation Committee truncated the performance period for this award from December 31, 2020 to March 31, 2020 (and pro-rated the award to 75% reflective of a reduced performance period).The actual EBITDA CAGR achievement level for the 2018 grant was 200% throughout the performance period prior to the impact of the COVID-19 pandemic. The actual earned dollar value of this award was substantially less than the grant values reported in 2018 (34% of grant date value).
2019 PERFORMANCE SHARE UNIT GRANTS(1)
(JANUARY 1, 2019 TO DECEMBER 31, 2021 PERFORMANCE PERIOD)
EBITDA CAGR PERFORMANCE AWARD AS % OF GRANT VALUE
(STOCK-BASED)
≥17.5%Overachievement200 %
12.5%Target100 %
7.5%Entry50 %
<7.5%Non Qualifying— 
(1)Performance matrix provides for graduated award levels when the EBITDA CAGR achievement falls between 7.5% and 17.5%. Based on performance achieved through December 31, 2020, these awards are currently at 0% of award value.
2020 PERFORMANCE SHARE UNIT GRANTS(1)
(JANUARY 1, 2020 TO DECEMBER 31, 2022 PERFORMANCE PERIOD)
EBITDA CAGR PERFORMANCE AWARD AS % OF GRANT VALUE
(STOCK-BASED)
≥15.0%Overachievement200 %
10.0%Target100 %
5.0%Entry50 %
<5.0%Non Qualifying— 
(1)Performance matrix provides for graduated award levels when the EBITDA CAGR achievement falls between 5.0% and 15.0%. Based on performance achieved through December 31, 2020, these awards are currently at 0% of award value.


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41

Compensation Discussion and Analysis
CEO Long-Term Performance-Based Stock and Cash Awards
In 2020, a larger percentage of stock value was granted in the form of performance-based awards as mentioned previously. The following table summarizes reported
values for our CEO as compared to realized values of performance-based long-term stock grants and performance-based cash awards:
201520162017201820192020
Performance-Based Stock as Percent of Total Long-Term Incentive Grant33%33%33%33%33%50%
Reported Value
of Performance-
Based Awards on
Date of Grant
1,250,727775,5011,072,4861,266,6671,266,6701,799,995
Performance
Metrics
Return On Invested Capital (settled in stock); three-year cliff vestRelative TSR
(settled in stock);
three-year cliff vest
50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics50% Relative TSR (settled in cash);
50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics
Performance
level achieved
0%125%167%86% based on Relative TSR;

200% based on EBITDA CAGR
Performance period in progress; however, EBITDA CAGR award performance achievement at 0% through
December 31, 2020.
Performance
period in progress; however, EBITDA CAGR award performance achievement at 0% through
December 31, 2020.
Realized Value
of Performance-
Based Awards on
Date of Vest
0644,033696,979761,098
The Compensation Committee truncated the performance period for the 2018 EBITDA CAGR awards due to the market disruptions caused by the COVID-19 pandemic (shortened by 25% - January 1, 2018 to March 31, 2020). The Compensation Committee concurrently reduced the target number of shares by 25% due to the reduced performance period. As illustrated in the table below, the actual earned dollar value of performance share unit payout in January 2021 for the 2018 EBITDA CAGR awards was substantially less than the grant date
award value reported in the Summary Compensation Table when the awards were granted in 2018. The actual earned dollar value of these awards were approximately 34% of grant date value. The 2019 and 2020 EBITDA CAGR performance-based awards have absolute growth targets and are at 0% achievement through December 31, 2020 due to the material decline in financial performance in 2020 driven by the effects of the COVID-19 pandemic.
Status of CEO Performance-Based Awards Outstanding at December 31, 2020
MetricAchievement
Level through 3/31/2020
Achievement
Level through 12/31/2020
Reported
Value on Date
of Grant ($)
Realized Value at
Vesting Date ($)
2018 Performance Awards
Performance Period
1/1/2018 - 12/31/2020
Performance Period
1/1/2018 - 3/31/2020
Relative TSR86 %86 %633,333 544,666 
EBITDA CAGR200 %n.a.633,334 216,432 
2019 Performance Awards
Performance Period
1/1/2019 - 12/31/2021
Relative TSRn.a.77 %633,333 Performance period in progress
EBITDA CAGRn.a.%633,337 Performance period in progress
2020 Performance Awards
Performance Period
1/1/2020 - 12/31/2022
Relative TSRn.a.%900,000 Performance period in progress
EBITDA CAGRn.a.%899,995 Performance period in progress
42
2021 Proxy Statement

Compensation Discussion and Analysis
Benefits
Employee benefits are designed to be broad based, competitive and to attract and retain employees. From time to time the Compensation Committee reviews plan updates and recommends that the Company implement certain changes to existing plans or adopt new benefit plans.
Health and Welfare Benefits
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, short and long-term disability insurance, flexible spending accounts, employee assistance, business travel accident insurance and 529 college savings plans. Named Executive Officers 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.
Retirement Plans
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. The Company historically made matching contributions under this plan on the first 6% of the participant’s compensation (100% match of the first 4% employee contribution and 50% match on the next 2% contribution). Given the market disruptions caused by the COVID-19 global pandemic, Company matching contributions were suspended in 2020, beginning in April 2020.
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 on compensation deferred equivalent to what would have been matched in the Company’s 401(k) plan, absent certain IRS limitations. Company matching contributions were suspended in 2020, beginning in April 2020, in response to the market disruptions caused by the COVID-19 pandemic. 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.”
Other Perquisites and Personal Benefits
The Company does not generally offer any perquisites or other personal benefits to our Named Executive Officers with an aggregate value over $10,000. Some Named Executive Officers do have Company paid club memberships, which are used for both personal and business purposes.
Compensation Consultant
In 2020, the Compensation Committee engaged Meridian Compensation Partners (the “Consultant”) to: (i) review the peer group of companies used for comparison purposes in the preceding year and assess the peer group’s continued validity; (ii) conduct a review of the competitiveness of our total direct compensation of the Named Executive Officers, relative to data disclosed in proxy statements and other filings with the SEC by the peer group of companies and survey data; (iii) conduct a pay-for-performance analysis to assess the alignment of Chief Executive Officer pay and the Company performance and the peer group of companies identified; (iv) assess compensation for non-employee directors relative to compensation programs of a peer group of companies; (v) assist in assessment of potential excise taxes pursuant to Section 4999 of the Code, assuming a change of control occurred on December 31, 2020; and (vi) assist the Compensation Committee in the performance of its duties. The decision to engage the Consultant and the approval of its compensation and other terms of engagement were made by the Compensation Committee without reliance on any recommendation of management. The Consultant’s engagement was limited to executive compensation and non-employee director projects requested by the Compensation Committee, and no other services were provided to the Company or management. The Compensation Committee considered this and other factors in its recent assessment of the independence of the Consultant and concluded that the Consultant’s work for the Compensation Committee does not raise any conflict of interest. Fees paid to the Consultant in 2020 did not exceed $85,000.

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43

Compensation Discussion and Analysis
Executive Compensation Policies
The following is a summary of some of our executive compensation practices and policies.
What We DoWhat We Don’t Do
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Performance-based compensation
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Balance of short- and long-term incentives
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Challenging stock ownership guidelines
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Consider peer group reports when establishing compensation
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Risk assessment
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_54a.jpg Clawback policy
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO hedging of our stock
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO pledging of our stock
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO tax gross-ups in post-2009 agreements
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO excessive perquisites
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO guaranteed bonuses
https://cdn.kscope.io/6eb317d9acb14f5a51796271dc1b32bb-image_82.jpg    NO repricing of underwater options
Repricing Stock Options—The Company’s practice is to price awards at the market price on the date of award. The Company’s 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 Chief Executive Officer, Chief Financial Officer or Corporate Secretary. 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. See the Corporate Governance section for a more detailed discussion of our anti-hedging policy.
Incentive Compensation Clawback Policy— The Company's incentive compensation clawback 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—The Compensation Committee has adopted 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 Compensation Committee may, from time to time, reevaluate and revise participants’ guidelines to incorporate pay changes or other events.
The ownership guidelines for the senior executives are as follows:
POSITIONMULTIPLE OF SALARY
Chief Executive Officer5X
Executive Officers (Section 16)2X
Stock 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 equity 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, 2020.

44
2021 Proxy Statement

Compensation Discussion and Analysis
Executive and Change of Control Agreements
The Company maintains Executive Agreements with its Named Executive Officers with the exception of Mr. B. Taylor, who participates in the Change of Control Severance Plan for Selected Members of Management (the "Severance Plan"). The Executive Agreements are not considered employment agreements and the applicable executives are employed “at will” by the Company. The individual agreements provide protection in the event of a qualified termination, which is generally 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 Severance Plan provides protection in the event of an involuntary termination other than for "Cause," or a voluntary termination by Mr. B. Taylor with "Good Reason," in each case during a specified period of time after a corporate "Change of Control"(as defined within the Severance Plan). Executives who resign voluntarily without Good Reason under either arrangement do not trigger any payments.
The Change of Control provision in the Executive Agreements and the Severance Plan 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 executive might be unduly distracted by the uncertainties and risks created by a proposed Change of Control. Executive Agreements entered into previously with Mrs. C. Taylor and Mr. Cragg 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 in 2010, and accordingly, the Executive Agreements entered into with Messrs. Hajdik and Moses, and Mr. B. Taylor's Change of Control Severance Agreement, do not contain excise tax gross up protection. In the event that payments pursuant to the Severance Plan would incur such excise taxes, the payments would be reduced to a level that would not create excise tax liabilities.
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. See “Potential Payments Under Termination or Change of Control” in this Proxy Statement for additional disclosures regarding the Executive Agreements and the Severance Plan.

Compensation Committee Report
The 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, 2020.
The Compensation Committee
Lawrence R. Dickerson, Chairman
Robert L. Potter
E. Joseph Wright
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45

Compensation Discussion and Analysis
Summary Compensation Table
The 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, 2020.
NAME AND PRINCIPAL POSITIONYEAR
SALARY
($)(1)
STOCK
AWARDS
($)(2)
BONUS
AWARDS
($)(3)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)(5)
ALL OTHER
COMPENSATION
($)(6)
TOTAL
($)
Cindy B. Taylor
President & Chief Executive Officer
2020797,692 2,916,427 — 1,422,128 45,546 5,181,793 
2019850,000 3,166,668 — 345,190 79,291 4,441,149 
2018842,884 3,166,669 150,000 532,271 105,147 4,796,971 
Lloyd A. Hajdik
Executive Vice President,
Chief Financial Officer & Treasurer
2020422,308 1,022,941 — 552,846 19,066 2,017,161 
2019447,866 1,250,008 — 132,277 59,732 1,889,883 
2018433,577 1,250,021 125,000 205,349 27,929 2,041,876 
Christopher E. Cragg
Former Executive Vice President,
Operations
2020431,692 1,022,941 — 387,677 21,118 1,863,428 
2019458,577 1,250,008 — 263,130 45,512 2,017,227 
2018448,577 1,250,021 75,000 451,647 56,636 2,281,881 
Philip S. Moses
Executive Vice President,
Offshore/Manufactured Products
2020376,154 968,359 — 322,462 16,426 1,683,401 
2019396,442 1,083,333 — 190,068 27,588 1,697,431 
2018371,442 1,000,011 — 148,095 25,531 1,545,079 
Brian E. Taylor
Vice President,
Controller & Chief Accounting Officer(4)
2020282,008 325,000 — 112,803 9,932 729,743 
(1)Beginning in May 2020, in response to the market disruptions caused by the COVID-19 pandemic, the base salaries of all our Name Executive Officers were reduced by 10%. These pay reductions have not yet been restored as of March 31, 2021.
(2)These columns represent the dollar amounts for the years shown of the aggregate grant date fair value of restricted stock awards and performance-based stock 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 years) and, for performance-based stock awards, is based upon the probable outcome 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 estimated accounting expense for these awards and options, and do not necessarily correspond to the actual value that may be recognized by our Named Executive Officers. See Note 12 to our consolidated financial statements included in our Annual Report on 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 target number of shares (100% of target levels) and the corresponding grant date fair value of the performance-based stock awards is reflected in this table and in the Grants of Plan-Based Awards table for 2020 below. The maximum fair value of performance-based stock awards granted in 2020 (rather than the probable value for accounting purposes reflected in the table above) was $1,799,989 for Mrs. C. Taylor, $625,002 for Mr. Hajdik, $625,002 for Mr. Cragg, and $600,004 for Mr. Moses.
Additionally, for 2020 this column also includes the incremental value of the performance-based stock awards that were based upon an EBITDA CAGR originally granted on February 14, 2018. The 2018 award's performance period was originally set as January 1, 2018 to December 31, 2020. In response to the unprecedented impact of the COVID-19 pandemic, the Compensation Committee truncated the performance period for this award from December 31, 2020 to March 31, 2020 (and pro-rated the award to 75% reflective of a reduced performance period).The actual EBITDA CAGR achievement level for the 2018 grant was 200% throughout the performance period prior to the impact of the COVID-19 pandemic. The actual earned dollar value of this award was substantially less than the grant values reported in 2018 (34% of grant date value). These performance-based awards were reported in 2018 at grant date value but due to the truncation of the performance measurement period in January 2021 are also required to be reported in this table for 2020. The additional amounts reported in this column in 2020 related to the 2018 performance-based awards was $216,432 for Mrs. C. Taylor, $85,438 for Mr. Hajdik, $85,438 for Mr. Cragg and $68,353 for Mr. Moses.
(3)In the 2020 and 2019 years, none of our Named Executive Officers were awarded a discretionary bonus. In 2018, the Compensation Committee recommended and our Board of Directors approved a one-time discretionary transaction bonus related to the GEODynamics acquisition.
(4)No amounts are reflected with respect to Mr. B. Taylor for 2019 and 2018, as Mr. B. Taylor was not a Named Executive Officer of the Company until 2020.
(5)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 Incentives.” This column also includes amounts earned related to the 2018 performance-based cash awards based on Relative TSR, which were earned at 86% of target level performance. Due to SEC reporting rules, the cash-based performance awards granted in 2019 and 2020 will not be reported in the Summary Compensation Table until 2022 and 2023 respectively, after the performance period for those awards has ended (assuming the performance criteria is achieved). A summary of “Non-Equity Incentive Plan Compensation” included the following for each Named Executive Officer:
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2021 Proxy Statement

Compensation Discussion and Analysis
 
2020 AICP
($)
2018 Performance-Based Cash Awards
($)
TOTAL
($)
Cindy B. Taylor877,462 544,666 1,422,128 
Lloyd A. Hajdik337,846215,000 552,846 
Christopher E. Cragg172,677 215,000 387,677 
Philip S. Moses150,462 172,000 322,462 
Brian E. Taylor(a)
112,803 — 112,803 
(a) Mr. B. Taylor did not participate in the 2018 performance-based cash awards.
(6) The 2020 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. Taylor14,100 17,871 13,575 45,546 
Lloyd A. Hajdik17,451 
(3,048)(c)
4,663 19,066 
Christopher E. Cragg13,996 7,122 — 21,118 
Philip S. Moses12,277 4,149 — 16,426 
Brian E. Taylor7,393 2,539 — 9,932 
(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. Beginning in April 2020, Company matching contributions were suspended.
(b)The amounts shown in the “Other” column in the table above include club membership dues provided for Mrs. C. Taylor and Mr. Hajdik.
(c)Negative amount reflects an adjustment for a prior year over-contribution.
Grants of Plan-Based Awards
The following table provides information about equity and non-equity awards granted to our Named Executive Officers in 2020, 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—Short-term Incentives
and —Long-term Incentives”, included herein; (3) the number of performance-based awards pursuant to the Company’s Equity Participation Plan; (4) the number of restricted stock awards pursuant to the Company’s 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.
   
ESTIMATED FUTURE
PAYOUTS UNDER
NON-EQUITY INCENTIVE
PLAN AWARDS
ESTIMATED FUTURE
PAYOUTS UNDER
PERFORMANCE-BASED
STOCK AWARDS(4)
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS
(#)(5)
GRANT
DATE
FAIR
VALUE
OF STOCK
AWARDS
($)(6)
NAMEPLAN
GRANT
DATE
THRESHOLD
($)
TARGET
($)
MAXIMUM
($)
THRESHOLD
(#)
TARGET
(#)
MAXIMUM
(#)
Cindy B.
Taylor
AICP(1)
 219,366 877,462 1,754,924 
Performance
Cash
Award
(2)
2/19/2020

450,000 900,000 1,800,000 
Equity
Participation
Plan (PSU's)
2/19/2020

40,359 80,717 161,434 899,995 
Equity
Participation
Plan (RSA's)
2/19/2020

161,435 1,800,000 
Equity
Participation
Plan(3) (PSU's)
2/14/2018

33,043 216,432 
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47

Compensation Discussion and Analysis
ESTIMATED FUTURE
PAYOUTS UNDER
NON-EQUITY INCENTIVE
PLAN AWARDS
ESTIMATED FUTURE
PAYOUTS UNDER
PERFORMANCE-BASED
STOCK AWARDS(4)
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS
(#)(5)
GRANT
DATE
FAIR
VALUE
OF STOCK
AWARDS
($)(6)
NAMEPLAN
GRANT
DATE
THRESHOLD
($)
TARGET
($)
MAXIMUM
($)
THRESHOLD
(#)
TARGET
(#)
MAXIMUM
(#)
Lloyd A.
Hajdik
AICP(1)
 84,462 337,846 675,692 
Performance
Cash
Award
(2)
2/19/2020
156,250 312,500 625,000 
Equity
Participation
Plan (PSU's)
2/19/2020
14,014 28,027 56,054 312,501 
Equity
Participation
Plan (RSA's)
2/19/2020
56,054 625,002 
Equity
Participation
Plan(3) (PSU's)
2/14/201813,044  85,438 
Christopher
E. Cragg
AICP(1)
86,339 345,354 690,708 
Performance
Cash
Award
(2)
2/19/2020
156,250 312,500 625,000 
Equity
Participation
Plan (PSU's)
2/19/2020
14,014 28,027 56,054 312,501 
Equity
Participation
Plan (RSA's)
2/19/2020
56,054 625,002 
Equity
Participation
Plan(3) (PSU's)
2/14/201813,044  85,438 
Philip S.
Moses
AICP(1)
75,231 300,923 601,846 
Performance
Cash
Award
(2)
2/19/2020
150,000 300,000 600,000 
Equity
Participation
Plan (PSU's)
2/19/2020
13,453 26,906 53,812 300,002 
Equity
Participation
Plan (RSA's)
2/19/2020
53,812 600,004 
Equity
Participation
Plan(3) (PSU's)
2/14/201810,436 68,353 
Brian E. Taylor
AICP(1)
28,201 112,803 225,606 
Equity
Participation
Plan (RSA's)
2/19/2020
29,148 325,000 
(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 Incentives,” 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, 2020; 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% of target in 2020 for our Named Executive Officers. If the performance results fall between the threshold level and the target level, 25 – 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.
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2021 Proxy Statement

Compensation Discussion and Analysis
(2)The amounts shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” include cash-based performance awards as described as “Elements of Compensation – Long-term Incentives” included herein. Target level cash-based performance awards granted in 2020 are based on Relative TSR. If the Relative TSR performance is below the 25th percentile, 100% of the cash-based performance awards will be forfeited. If the performance is between the 25th and the 75th percentiles, 50% up to 167% of the cash-based performance awards will payout. If the performance is greater than or equal to 75th percentile, the cash-based performance awards payout is 200%. However, if the Company’s Relative TSR is negative, payout as a percentage of grant value will not exceed 100%. Due to SEC reporting rules, the cash-based performance awards will not be reported in the Summary Compensation Table until the 2023 Proxy Statement after the performance period has ended (assuming the performance criteria is achieved).
(3)Includes the incremental value of the performance-based stock awards that were based upon an EBITDA CAGR originally granted on February 14, 2018. The 2018 award's performance period was originally set as January 1, 2018 to December 31, 2020. In response to the unprecedented impact of the COVID-19 pandemic, the Compensation Committee truncated the performance period for this award from December 31, 2020 to March 31, 2020 (and pro-rated the award to 75% reflective of a reduced performance period).The actual EBITDA CAGR achievement level for the 2018 grant was 200% throughout the performance period prior to the impact of the COVID-19 pandemic. The actual earned dollar value of this award was substantially less than the grant values reported in 2018 (34% of grant date value). These performance-based awards were reported in 2018 at grant date value but due to the truncation of the performance measurement period in January 2021 are also required to be reported in this table for 2020. The additional amounts reported in this column related to the 2018 performance-based awards was $216,432 for Mrs. C. Taylor, $85,438 for Mr. Hajdik, $85,438 for Mr. Cragg and $68,353 for Mr. Moses.
(4)The amounts shown under “Estimated Future Payouts Under Performance–Based Stock Awards” include performance-based stock awards (reflected in shares) as described as “Elements of Compensation – Long-term Incentives” included herein. Target level performance of awards granted in 2020 is based on EBITDA CAGR. If the EBITDA CAGR performance is less than or equal to 5%, 100% of the performance-based awards will be forfeited. If the performance is between 5%-10%, up to 100% of the performance-based awards vest. If the performance is greater than or equal to 15%, the performance awards vest at 200%.
(5)The amounts shown in “All Other Stock Awards” column reflect the number of restricted stock awards granted in 2020 pursuant to the Company’s Equity Participation Plan. These awards carry a three-year vesting requirement to be fully earned.
(6)This column shows the full grant date fair value of restricted stock awards and performance-based stock awards computed under FASB ASC Topic 718—Stock Compensation which were granted to our Named Executive Officers during 2020. Generally, the full grant date fair value is the amount that the Company would expense in its financial statements over the award vesting schedule and, for performance-based stock awards, is based upon the probable outcome of the applicable performance conditions. The target number of shares (100% of target levels) and the corresponding grant date fair value of that level of payout is reflected in this table and in the Summary Compensation table for 2020 awards above. The maximum fair value of the performance-based awards granted in 2020 was $1,799,989 for Mrs. C. Taylor, $625,002 for Mr. Hajdik, $625,002 for Mr. Cragg, and $600,004 for Mr. Moses.
While not considered employment agreements, each of our Named Executive Officers is party to an Executive Agreement or participates in the Severance Plan except for Mr. Cragg who surrendered his effective March 1, 2021. 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 "Compensation
Discussion 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 Incentives” and “—Long-term Incentives.”


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49

Compensation Discussion and Analysis
Outstanding Equity Awards at 2020 Fiscal Year End
The following table provides information on the holdings of stock options and stock awards by our Named Executive Officers as of December 31, 2020. This table includes outstanding and exercisable option awards and unvested stock awards, including restricted stock awards and performance-based stock awards. 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 the
Company’s common stock as of December 31, 2020 (the last day of trading in 2020), which was $5.02. In accordance with disclosure requirements, performance-based stock awards have been presented in the table below assuming that the performance period ended on December 31, 2020 and that the performance level achievement would have been at maximum 200% for the 2018 awards (actual results achieved) and entry (50%) for the 2019 awards and 2020 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
EXECUTIVE
GRANT
DATE
AWARD
TYPE
NUMBER
OUTSTANDING
PORTION
EXERCISABLE
EXERCISE
PRICE
EXPIRATION
DATE
MARKET
VALUE
VESTING SCHEDULE
Cindy B. Taylor2/17/2011Options25,737 25,737 $43.95 2/17/2021$— 
2/16/2012Options27,453 27,453 49.33 2/16/2022— 
2/19/2013Options22,652 22,652 46.78 2/19/2023— 
2/19/2014Options17,158 17,158 58.54 2/19/2024— 
2/18/2015Options46,500 46,500 42.29 2/18/2025— 
2/14/2018Restricted
Stock
29,372 147,447 100% in 2021
2/14/2018Performance
Stock Unit
33,043 165,876 
100% on December 31, 2020, subject to performance certification(1)
2/13/2019Restricted
Stock
96,068 482,261 50% in each of 2021 and 2022
2/13/2019Performance
Stock Unit
18,013 90,425 100% on December 31, 2021, subject to performance
2/19/2020Restricted
Stock
161,435 810,404 33% in each of 2021, 2022 and 2023
2/19/2020Performance
Stock Unit
40,359