SEC Filing | Oil States International, Inc.

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ois-20230303

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 Registrant			☐			Filed by a Party other than the Registrant


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

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

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Oil States International, Inc. intends to release definitive copies of the Proxy Statement to stockholders on or about March 28, 2023.

Three Allen Center, 333 Clay Street, Suite 4620
Houston, Texas 77002

Notice of Annual Meeting of Stockholders

To Be Held on May 9, 2023

To the Stockholders of Oil States International, Inc.:

You are invited to our 2023 Annual Meeting of Stockholders of Oil States International, Inc., a Delaware corporation (the “Company”), which will be held virtually at www.meetnow.global/MCA4KMH on Tuesday, the 9th day of May, 2023 at 9:00 a.m. central daylight time (the “Annual Meeting”), for the following purposes:

1.To elect the two (2) Class I members of the Board of Directors named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders (Item 1 - see page 12);

2.To conduct an advisory vote to approve executive compensation (Item 2 - see page 31);

3.To conduct an advisory vote regarding frequency of future advisory votes on executive compensation (Item 3 - see page 32);

4.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (Item 4 - see page 65);

5.To approve the Amended and Restated Certificate of Incorporation (Item 5 - see page 67);

6.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, 4 and 5 and for the option of ONE YEAR on Item 3.

The Company has fixed the close of business on March 15, 2023 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 2022 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,

William E. Maxwell
Corporate Secretary
Houston, Texas
March 28, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2023: 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, 2022 ARE AVAILABLE AT WWW.IR.OILSTATESINTL.COM/PROXY-MATERIALS

WE WILL CONDUCT THE ANNUAL MEETING SOLELY ONLINE VIA THE INTERNET THROUGH A LIVE WEBCAST AND ONLINE STOCKHOLDER TOOLS. WE 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.


			3

Table of Contents


			Page

Notice of Annual Meeting of Stockholders			3

Proxy Summary			5
Item 1 – Election of Directors			7
Item 2 – Advisory Vote on Executive Compensation			8
Item 3 – Advisory Vote Regarding Frequency of Future Advisory Votes on Executive Compensation			10
Item 4 – Ratification of Appointment of Independent Registered Public Accounting Firm			10
Item 5 – Approval of the Amended and Restated Certificate of Incorporation			11

Item 1: Election of Directors			12
Nominees			12
Vote Required			12
Director Resignation Policy			12
Nominees and Directors Continuing in Office			13

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

Item 2: Advisory Vote on Executive Compensation			31
Vote Required			31

Item 3 : Advisory Vote Regarding Frequency of Future Advisory Votes on Executive Compensation			32
Vote Required			32

Compensation Discussion and Analysis			33
Compensation Committee Report			48
Summary Compensation Table			49
Grants of Plan-Based Awards			51
Outstanding Equity Awards at 202 2 Fiscal Year End			53
Stock Vested			55
Nonqualified Deferred Compensation			56
Potential Payments Upon Termination or Change of Control			57
Pay Versus Performance			61
202 2 CEO Pay Ratio			64
Equity Compensation Plan Information			64

Item 4 : Ratification of Appointment of Independent Registered Public Accounting Firm			65
Audit Fee Disclosure			65
Audit Committee Report			66
Vote Required			66

Item 5: Approval of the Amended and Restated Certificate of Incorporation			67
Vote Required			68
Security Ownership			69

Information About the Meeting and Voting			70
Solicitation			70
Quorum and Voting Rights			71
Stockholders Sharing the Same Address			72
Stockholder Proposals			72

Appendix A			73

A p p e n d i x B			81


4			2023 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 2023 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 2022 performance, please review the Company’s 2022 Annual Report on Form 10-K (the “Form 10-K”).

The Company’s Form 10-K is being provided to stockholders together with this Proxy Statement and form of proxy beginning on March 28, 2023. Our principal offices are located at Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002.

2023 Annual Meeting of Stockholders





TIME AND DATE Tuesday, May 9, 2023, 9:00 a.m. (central daylight time)	LOCATION Virtual Stockholder Meeting www.meetnow.global/MCA4KMH	RECORD DATE March 15, 2023

Agenda and Voting Recommendations

ITEM 1

Election of Directors

ITEM 2

Advisory Vote on Executive Compensation

ITEM 3

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

ITEM 4

Ratification of Appointment of Independent Registered Public Accounting Firm

ITEM 5

Approval of Amended and Restated Certificate of Incorporation

FOR each of the nominees

page 12

FOR

page 31

FOR the option of ONE YEAR

page 32

FOR

page 65

FOR

page 67

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.





IN PERSON ONLINE Attend the virtual annual meeting at www.meetnow.global/MCA4KMH	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 will conduct the Annual Meeting solely online via the internet through a live webcast and online stockholder tools. We 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.


			5

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.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MCA4KMH. 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.

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 4, 2023.

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 (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi 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 or (781) 575-2748 for international.

We are excited to embrace technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with internet access.

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.


6			2023 Proxy Statement

Proxy Summary



ITEM 1						To elect the two (2) Class I members of the Board of Directors named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders. The term of the three current Class I directors will expire at the Annual Meeting. Christopher T. Seaver, a current Class I director, is not standing for re-election and will retire when his term expires at the Annual Meeting. As further described beginning on page 12 of this Proxy Statement, the Board of Directors is currently comprised of eight members. The eight members are divided into three classes currently having three members in each of Class I and III, and two members in Class II. Each class is elected for a term of three years so that the term of one class of directors expires at each Annual Meeting of Stockholders.




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

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 two (2) nominees for election to the Class I positions on the Board of Directors as of March 28, 2023.

COMMITTEES

NAME AND PRINCIPAL OCCUPATION

AGE

DIRECTOR
SINCE

INDEPENDENT

OTHER CURRENT PUBLIC
COMPANY BOARDS

NG&S

CLASS I DIRECTORS
(NOMINEES TO SERVE UNTIL 2026)

Lawrence R. Dickerson
Former Director, President
and Chief Executive Officer,
Diamond Offshore Drilling, Inc.

2014

•Chairman, Great Lakes Dredge & Dock Corporation

•Murphy Oil Corporation

Cindy B. Taylor
President and
Chief Executive Officer,
Oil States International, Inc.

2007

•AT&T Inc.

CLASS I DIRECTOR
(RETIRING AT END OF TERM EXPIRING IN 2023)

Christopher T. Seaver
Former Chairman and
Chief Executive Officer,
Hydril Company

2008

•None

CLASS II DIRECTORS
(TERM EXPIRING IN 2024)

Denise Castillo-Rhodes
Chief Financial Officer, Texas Medical Center

2021

•None

E. Joseph Wright
Former Director, Executive Vice President and Chief Operating Officer, Concho Resources, Inc.

2018

•CES Energy Solutions Corp.

CLASS III DIRECTORS
(TERM EXPIRING IN 2025)

Darrell E. Hollek
Former Executive
Vice President, Operations,
Anadarko Petroleum Corporation

2018

•None

Robert L. Potter
Chairman,
Oil States International, Inc.
Former President,
FMC Technologies, Inc.

2017

•None

Hallie A. Vanderhider
Former Managing Director,
SFC Energy Partners

2019

•EQT Corporation

Audit Committee

Compensation Committee

NG&S

Nominating, Governance and Sustainability Committee

Chair

Member


			7

Proxy Summary

Director Independence

Gender Diversity

Director Skills and Experience

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g20.jpg

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g21.jpg

1 of our 8 Directors is Hispanic

Executive Leadership

Financial Experience

Energy/Oilfield
Services

Outside Board
Experience

Director Tenure

International
Operations

0-4 years

5-11 years

12+ years

Past or Present CFO

Past or Present CEO

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 20 describes our governance framework, which includes the following:

Board and Governance Information


Size of Board	Separate Chairman and CEO Roles	Board Risk Assessment Oversight	Stock Ownership Guidelines for Directors and Executive Officers
8	Yes	Yes	Yes

Number of Independent Directors	Independent Directors Meet in Executive Session	Code of Conduct for Directors, Officers and Employees	Anti-Hedging and Pledging Policies
7	Yes	Yes	Yes

Board Meetings Held in 2022	Annual Board and Committee Evaluations	Incentive Compensation Clawback Policy	Financial Code of Ethics for Senior Officers
4	Yes	Yes	Yes



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 31, 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			2023 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

Reinforces the relationship between strong individual performance of executives and business results

Aligns the interests of our executives with the long-term interests of our stockholders

Neither promotes overly conservative actions or excessive risk taking

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.

2022 Target Compensation Mix


CEO

ALL OTHER NAMED EXECUTIVE OFFICERS


			9

Proxy Summary

Reported versus Actual Paid 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 (73% to 84% for 2022 as shown above), the target values established may vary substantially from the actual paid values from year-to-year, 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 equity awards at grant date values. As further described and detailed under "Pay versus Performance" beginning on page 61, “actual compensation paid” values presented below for 2020, 2021 and 2022 were determined in accordance with recently issued rules under Item 402(v) of Regulation S-K, which required the Company to make certain adjustments to equity compensation amounts reported in the Summary Compensation Table (including unrealized gains (losses) during the year on unvested equity awards) in an effort to more closely reflect amounts actually earned by the NEOs.

The following table summarizes "reported compensation" values for our CEO and collective average for the other NEOs, as compared to "actual compensation paid" values for the years ended December 31, 2020, 2021 and 2022 (in thousands):

Reported Versus Actual Paid Compensation Values


CEO Compensation			All Other Named Executive Officers Compensation

As discussed above, "compensation actually paid" includes SEC required adjustments for unrealized gains and losses on unvested equity awards during the year. In the case of Ms. C. Taylor, the Company's CEO, the adjustments for unrealized gains (losses) were $(4.4) million, $(0.1) million and $1.6 million in 2020, 2021 and 2022, respectively. In contrast to the amounts presented above for “reported compensation” and “actual compensation paid,” compensation reported on Ms. C. Taylor's Form W-2's for these periods was $2.8 million, $3.2 million and $3.2 million, respectively.



ITEM 3						To conduct an advisory vote regarding frequency of future advisory votes on executive compensation. As further discussed on page 32, this proposal provides stockholders the opportunity to indicate how frequently we should seek an advisory vote on our executive compensation, such as Item 2 above. By voting on this Item 3, stockholders can indicate whether they would prefer an advisory vote on executive compensation every one, two, or three years, or can abstain.




						The Board of Directors recommends that stockholders vote for the option of every “ONE YEAR” as the frequency with which stockholders are provided an advisory vote on the compensation of our named executive officers.



ITEM 4						To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. As further detailed beginning on page 65, 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, 2023, 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, 2023.


10			2023 Proxy Statement

Proxy Summary



ITEM 5						To approve the Amended and Restated Certificate of Incorporation. As further detailed beginning on page 67, this proposal provides for the limitation of liability of certain officers in limited circumstances as set forth under the Delaware General Corporation Law ("DGCL") and make other minor updates to remove certain provisions from our Certificate of Incorporation that are no longer relevant, as it has not been amended since 2001 (the “Amendment”). The Board has unanimously approved the Amendment, subject to stockholder approval. The Board has unanimously determined that the Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL, hereby recommends and seeks approval of the Amendment by our stockholders.




						The Board of Directors recommends that stockholders vote “FOR” approval of the Amended and Restated Certificate of Incorporation.


			11

ITEM 1:

Election of Directors

The Board of Directors is currently comprised of eight members. The eight members are divided into three classes currently having three members in each Class I and III, and two members in Class II. 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 I directors will expire at the Annual Meeting. The term of the Class II directors will expire at the 2024 Annual Meeting of Stockholders and the term of the Class III directors will expire at the 2025 Annual Meeting of Stockholders.

Nominees

Based on the recommendation of our Nominating, Governance and Sustainability Committee, the Board of Directors has nominated Lawrence R. Dickerson and Cindy B. Taylor to fill the expiring Class I positions on the Board of Directors, to hold office for three-year terms expiring at the Annual Meeting of Stockholders in 2026, or until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. Christopher T. Seaver, a current Class I director, is not standing for re-election and will retire when his term expires at the Annual Meeting. The director nominees, Lawrence R. Dickerson and Cindy B. Taylor, presently serve as Class I directors. 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 Lawrence R. Dickerson 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 Lawrence R. Dickerson and Cindy B. Taylor as Class I directors.

There are no family relationships among executive officers and/or the directors of the Company.

Vote Required

A plurality of votes of the shares present in person or represented by proxy cast at the Annual Meeting and entitled to vote on the election of directors is required for the election of directors. A ballot for a nominee that is marked “withheld” will not be counted as a vote cast.

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, Governance and Sustainability Committee following certification of the stockholder vote.

The Nominating, Governance and Sustainability Committee shall promptly consider the resignation offer and make a recommendation to the Board of Directors as to whether the resignation should be accepted. In making this recommendation, the Nominating, Governance and Sustainability Committee will consider all factors deemed relevant by its members including, without limitation: (1) the underlying reasons why stockholders may have

“withheld” 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 "SEC").


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


12			2023 Proxy Statement

Item 1: Election of Directors

Nominees and Directors Continuing in Office

Set forth below are the names of, and certain information with respect to, the Company’s directors, including the nominees for election to the Class I positions of the Board of Directors as of March 28, 2023.

Nominees for Election at the Annual Meeting for a Term Expiring in 2026 (Class I Directors)

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Age:

Director since:

May 2014

Lawrence R. Dickerson

Oil States Board Committees:

Compensation (Chair)

Other Current Public Directorships:

Great Lakes Dredge & Dock Corporation
Murphy Oil Corporation

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

Executive Leadership

Energy/Oilfield Services

Past CEO

High Level of Financial Experience

International Operations

Past CFO

Outside Board Experience

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g51.jpg

Age:

Director since:

May 2007

Cindy B. Taylor

Oil States Board Committees:

None

Other Current Public Directorships:

AT&T Inc.

Ms. Taylor is the Chief Executive Officer and President of Oil States and is a member of the Company’s Board of Directors. She has held these positions for 15 years since assuming the role in May 2007. From May 2006 until May 2007, Ms. Taylor served as President and Chief Operating Officer of Oil States and served as Senior Vice President—Chief Financial Officer and Treasurer prior to that. From August 1999 to May 2000, Ms. Taylor was the Chief Financial Officer of L.E. Simmons & Associates, Incorporated. Ms. Taylor served as the Vice President—Controller of Cliffs Drilling Company from July 1992 to August 1999 and held various management positions with Ernst & Young LLP, a public accounting firm, from January 1984 to July 1992. She received a B.B.A. in Accounting from Texas A&M University and is a Certified Public Accountant.

Attributes, Skills and Experience

Executive Leadership

Energy/Oilfield Services

Present CEO

High Level of Financial Experience

International Operations

Past CFO

Outside Board Experience


			13

Item 1: Election of Directors

Retiring at End of Term Expiring in 2023 (Class I Director)

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g52.jpg

Age:

Director since:

May 2008

Christopher T. Seaver

Oil States Board Committees:

Audit

Other Current Public Directorships:

None

Former Public Directorships:

Exterran Corporation (2015-2022)
McCoy Global Inc. (2010-2022)

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

Executive Leadership

Energy/Oilfield Services

Past CEO

High Level of Financial Experience

International Operations

Outside Board Experience


14			2023 Proxy Statement

Item 1: Election of Directors

Directors Continuing in Office

Class II Directors (Term Expiring in 2024)

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Age:

Director since:

May 2021

Denise Castillo-Rhodes

Oil States Board Committees:

Audit

Other Current Public Directorships:

None

Former Public Directorships:

Allegiance Bancshares, Inc. (2020-2022)

Ms. Castillo-Rhodes is Chief Financial Officer of Texas Medical Center, where she oversees accounting, finance, risk management and tax compliance. Ms. Castillo-Rhodes also serves as secretary of the board and chair of the Audit & Finance committee for Thermal Energy Corporation and as a director for the TMC Library and Texas Medical Center Hospital Laundry Co-Op, all of which are member institutions of Texas Medical Center. Ms. Castillo-Rhodes has served Texas Medical Center in this capacity since 2004. Prior to becoming Chief Financial Officer, from 2002-2004, Ms. Castillo-Rhodes served as Vice President and Controller for Texas Medical Center. Prior to joining Texas Medical Center Ms. Castillo-Rhodes served as Controller for Nabisco’s Manufacturing Facility in Houston. Ms. Castillo-Rhodes is a Trustee for the City of Houston’s Municipal Employee Pension System and in 2022 was appointed by Governor Abbott to serve on the Governor's Commission for Women. Ms. Castillo-Rhodes holds a Bachelor of Business Administration from the University of Texas at El Paso and a Master of Business Administration from the University of St. Thomas. She is a Certified Public Accountant and is a member of the Texas Society of Certified Public Accountants and American Institute of Certified Public Accountants.

Attributes, Skills and Experience

Executive Leadership

Outside Board Experience

High Level of Financial Experience

Present CFO


			15

Item 1: Election of Directors

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Age:

Director since:

June 2018

E. Joseph Wright

Oil States Board Committees:

Compensation

Nominating, Governance and Sustainability

Other Current Public Directorships:

CES Energy Solutions Corp.

Former Public Directorships:

Concho Resources Inc. (2017-2021)

Since February of 2021, Mr. Wright has served as an independent partner of Geneses Capital Management, LLC. In January 2019, Mr. Wright retired from Concho Resources Inc. (“Concho”), an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties, where he most recently served as Executive Vice President and Chief Operating Officer. He served as a director of Concho from May 2017 to January 2021. Since joining Concho from its formation in 2004, Mr. Wright held a variety of leadership positions, including Senior Vice President and Chief Operating Officer and Vice President of Engineering and Operations. As Executive Vice President and Chief Operating Officer, he oversaw Concho’s drilling and completion programs, as well as its government, regulatory affairs and human resources functions. Prior to Concho, Mr. Wright was Vice President of Operations and Engineering of Concho Oil & Gas Corp. from its formation in 2001 until its sale in 2004. From 1997 to 2001, he was Vice President of Operations of Concho Resources Inc., a predecessor company to Concho Oil & Gas Corp. Mr. Wright has also worked in several operations, engineering and capital markets positions at Mewbourne Oil Company. He holds a Bachelor of Science degree in Petroleum Engineering from Texas A&M University.

Attributes, Skills and Experience

Executive Leadership

Energy/Oilfield Services

Financial Experience

Outside Board Experience


16			2023 Proxy Statement

Item 1: Election of Directors

Class III Directors (Term Expiring in 2025)

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Age:

Director since:

June 2018

Darrell E. Hollek

Oil States Board Committees:

Audit
Nominating, Governance and Sustainability (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

Executive Leadership

Energy/Oilfield Services

Financial Experience

International Operations

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Age:

Director since:

July 2017

Independent Chairman since:

August 2018

Robert L. Potter

Oil States Board Committees:

Compensation
Nominating, Governance and Sustainability

Other Current Public Directorships:

None

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 Board of Advisors for the Jones Graduate School of Business at Rice University.

Attributes, Skills and Experience

Executive Leadership

Energy/Oilfield Services

Outside Board
Experience

Financial Experience

International Operations


			17

Item 1: Election of Directors

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Age:

Director since:

July 2019

Hallie A. Vanderhider

Oil States Board Committees:

Audit (Chair)

Other Current Public Directorships:

EQT Corporation

Former Public Directorships:

Noble Midstream Partners LP (2016-2021)

Ms. Vanderhider served as Managing Director of SFC Energy Partners, a private equity firm, from January 2016 to June 2022. Previously, Ms. Vanderhider served as Managing Partner of Catalyst Partners LLC, a merchant banking firm providing financial advisory and capital services to the energy and technology sectors, from August 2013 to May 2016. She served for ten years as President, Chief Operating Officer and member of the board of Black Stone Minerals Company, L.P., where prior to becoming President in 2007, she served as Executive Vice President and Chief Financial Officer. Prior to Black Stone, Ms. Vanderhider served as Chief Financial Officer for EnCap Investments from 1994 to 2003. Before joining EnCap, Ms. Vanderhider served as Chief Accounting Officer of Damson Oil Corp. She received a B.B.A. in Accounting from the University of Texas at Austin and is a Certified Public Accountant.

Attributes, Skills and Experience

Executive Leadership

Energy/Oilfield Services

Past CFO

High Level of
Financial Experience

Outside Board Experience


18			2023 Proxy Statement

Item 1: Election of Directors

Executive Officers

The following profiles provide the relevant experience, age and tenure with the Company as of March 28, 2023 of our Chief Financial Officer and other executive officers of the Company. Information with respect to our Chief Executive Officer is included herein.



									Lloyd A. Hajdik Executive Vice President, Chief Financial Officer & Treasurer Age: 57


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



									Philip S. “Scott” Moses Executive Vice President and Chief Operating Officer Age: 55


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



									Brian E. Taylor Senior Vice President, Controller and Chief Accounting Officer Age: 60


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


			19

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, Governance and Sustainability 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, Governance and Sustainability 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, Governance and Sustainability Committee considers candidate recommendations submitted by stockholders using the same criteria it applies to evaluate other candidates, 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, Governance and Sustainability Committee.

•The Chairman of the Board and at least one member of the Nominating, Governance and Sustainability Committee interview prospective candidate(s).

•The full Board of Directors is kept informed of progress.

•The Nominating, Governance and Sustainability Committee offers other directors the opportunity to interview the candidate(s) and then meets to consider and approve the final candidate(s).

•The Nominating, Governance and Sustainability 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, Governance and Sustainability Committee, a stockholder should send a written request, as discussed below, to the attention of the Company’s Secretary at Oil States International, Inc., Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002. A stockholder may make a nomination for election to our Board of Directors for the 2024 Annual Meeting of Stockholders by delivering proper notice to our Secretary at least 120 days prior to the first anniversary date of the 2023 Annual Meeting as more fully described below under Nominating, Governance and Sustainability Committee.


20			2023 Proxy Statement

Corporate Governance

Qualifications of Directors

When identifying director nominees, the Nominating, Governance and Sustainability Committee will consider the following:

•the person’s reputation and integrity;

•the person’s qualifications to serve as an independent, disinterested, and non-employee or outside director;

•the person’s skills and business, government or other professional experience and acumen, bearing in mind the composition of the Board of Directors and the current state of the Company and the oilfield services industry generally at the time of determination;

•the 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, Governance and Sustainability Committee and the Board of Directors believe the above mentioned attributes, along with the leadership skills and other experience of its Board of Directors described below, provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their execution.

The following table notes the breadth and variety of business experience that each of our directors bring to the Company.

CASTILLO-RHODES

DICKERSON

HOLLEK

POTTER

SEAVER

C. TAYLOR

VANDERHIDER

WRIGHT

Knowledge, Skills and Experience

Executive Leadership

Financial Experience

Energy/Oilfield Services

International Operations

Past or Present CEO

Past or Present CFO

Outside Board Experience

Gender

Man

Woman

Race/Ethnicity

African American or Black

Alaskan Native or American Indian

Asian

Hispanic or Latino

Native Hawaiian or Pacific Islander

White

In selecting nominees for the Board of Directors, the Nominating, Governance and Sustainability 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, Governance and Sustainability Committee sees this as a priority and considers gender and ethnicity in the candidate selection

process. The Board of Directors currently includes three women and one individual who is Hispanic. In the case of current directors being considered for renomination, in addition to the Board skills and qualifications discussed above, the Nominating, Governance and Sustainability 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.


			21

Corporate Governance

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.

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, Seaver and Wright and Mses. Castillo-Rhodes and Vanderhider qualify as “independent” in accordance with NYSE listing standards. Ms. C. 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 risks; information technology risks; and operational risks. 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, related compliance matters, and cybersecurity. The Nominating, Governance and Sustainability Committee is responsible for overseeing risks related to compliance, business ethics, conflicts of interest, and environmental, social and governance ("ESG") matters, such as climate change. 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


22			2023 Proxy Statement

Corporate Governance

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.

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

•Promoting honest and ethical behavior by others

•Respecting confidentiality of information

•Responsibly using and maintaining assets and resources

Employees are required to complete online training on a regular basis which includes a review of the Business Conduct and Ethics Code and an acknowledgement that the employee has read and understands the policy. The Company has a Compliance Committee composed of key employees that meet quarterly 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, executive officers, 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.


			23

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, Governance and Sustainability 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.” Further, on an annual basis our Board of Directors assesses the independence of the non-management directors.

As required under the rules of 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, Governance and Sustainability Committee.

Related Person and Party Disclosure

Ron Hickerson and John Mundy (the brother-in-law and stepfather, respectively, of Philip S. Moses, Executive Vice President and Chief Operating Officer of the Company) were employed by subsidiaries of the Company as a Group Vice President and Group Director-Finance, respectively, during 2022. Mr. Mundy retired in July 2022. 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 $571,859 during 2022.


24			2023 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, Governance and Sustainability 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 2022, our independent directors met in executive session four 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, Governance and Sustainability Committee.

Below is a summary of our committee structure and membership information as of March 28, 2023.

AUDIT
COMMITTEE

COMPENSATION
COMMITTEE

NOMINATING,
GOVERNANCE AND SUSTAINABILITY COMMITTEE

Denise Castillo-Rhodes

Member

Lawrence R. Dickerson

Chair

Darrell E. Hollek

Member

Chair

Robert L. Potter

Member

Christopher T. Seaver

Member

Hallie A. Vanderhider

Chair

E. Joseph Wright

Member


			Financial Expert


			25

Corporate Governance

Audit Committee

Chair

Ms. Vanderhider

Committee Members

Ms. Castillo-Rhodes

Mr. Hollek

Mr. Seaver

Meetings Held

in 2022: 5

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 Ms. Castillo-Rhodes, Ms. Vanderhider and Mr. Seaver 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 10, 2022. 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.


26			2023 Proxy Statement

Corporate Governance

Compensation Committee

Chair

Mr. Dickerson

Committee Members

Mr. Potter

Mr. Wright

Meetings Held

in 2022: 5

Primary Responsibilities and Additional Information

•Establishes and sets the compensation of our Chief Executive Officer and the compensation structure for all other Named Executive Officers.

•Administers the Amended and Restated Equity Participation Plan and makes recommendations to the full Board of Directors concerning all service-based stock awards, performance-based stock awards, performance-based cash awards and cash-based awards to employees, including our 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.

Compensation Committee Interlocks and Insider Participation. During 2022, 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, 2022.

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 10, 2022. 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.


			27

Corporate Governance

Nominating, Governance and Sustainability Committee

Chair

Mr. Hollek

Committee Members

Mr. Potter

Mr. Wright

Meetings Held

in 2022: 3

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, Governance and Sustainability 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 ("ESG") and sustainability activities and practices.

The Board of Directors has determined each member of the Nominating, Governance and Sustainability Committee is independent as defined in the applicable NYSE listing standards.

The Nominating, Governance and Sustainability Committee operates under a written charter as amended and restated by the Board of Directors effective May 10, 2022. 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 10, 2024, for the 2024 Annual Meeting of Stockholders. These procedures do not preclude a stockholder from making nominations in accordance with the process described below under “Stockholder Proposals.”


28			2023 Proxy Statement

Corporate Governance

Board and Committee Meetings; Attendance

Number of Meetings in 2022

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g63.jpg

Each of the directors attended 100% of the meetings of the Board of Directors and the committees of the Board of Directors on which they served in 2022.

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 2022, each of the directors attended the Annual Meeting of Stockholders.

Director Compensation

During 2022, our non-employee directors received:

•an annual retainer of $50,000 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, Governance and Sustainability Committee and $5,000 for other members of the committee;

•an additional fee of $100,000 for the Chairman of the Board of Directors, which was paid quarterly, 50% in cash and 50% in fully-vested shares of Company stock; and

•an additional restricted stock or deferred stock unit award grant valued at $125,000 at the time of grant.

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 or deferred stock unit 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 or deferred stock unit awards valued at approximately $125,000 at each annual meeting of stockholders after which they continue to serve. The non-employee directors’ restricted stock and deferred stock unit awards vest on the earlier of one year from the date of grant or the date of the next annual meeting of stockholders. Upon vesting, the restricted stock is released to the director. If a director elects to defer the issuance of common stock related to the deferred stock unit award to

a specified future date, the underlying common stock is not issued to the director until such date.

Directors will be fully vested in all outstanding restricted stock and deferred stock units 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 or deferred stock unit award shares remaining, after payment of applicable taxes, valued at five times the annual board retainer amount until retirement or until leaving the Board of Directors. Directors are required to achieve their ownership guideline within five years from inclusion in the program and continue to maintain and hold the level of stock ownership as long as they are directors of the Company. All directors were in compliance with the ownership guidelines as of December 31, 2022.

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 shares and time-based restricted deferred stock units 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.


			29

Corporate Governance

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, 2022.


NAME	FEES EARNED OR PAID IN CASH ($)	STOCK AWARDS ($)(1)(2)	TOTAL ($)
Denise Castillo-Rhodes	78,000	124,997	202,997
Lawrence R. Dickerson	78,000	124,997	202,997
Darrell E. Hollek	94,000	124,997	218,997
Robert L. Potter	134,000	175,001	309,001
Christopher T. Seaver	78,000	124,997	202,997
Hallie A. Vanderhider	85,500	124,997	210,497
E. Joseph Wright	84,000	124,997	208,997

(1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock and deferred stock unit awards granted in 2022 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 and deferred stock unit awards with respect to the year ended December 31, 2022 were as follows:


NAME	GRANT DATE	STOCK AWARDS #	GRANT DATE FAIR VALUE ($)
Denise Castillo-Rhodes	May 10, 2022	19,470	124,997
Lawrence R. Dickerson	May 10, 2022	19,470	124,997
Darrell E. Hollek	May 10, 2022	19,470	124,997
Robert L. Potter	March 31, 2022(a)	1,799	12,503
	May 10, 2022	19,470	124,997
	June 30, 2022(a)	2,306	12,499
	September 30, 2022(a)	3,213	12,499
	December 31, 2022(a)	1,676	12,503
Christopher T. Seaver	May 10, 2022	19,470	124,997
Hallie A. Vanderhider	May 10, 2022	19,470	124,997
E. Joseph Wright	May 10, 2022	19,470	124,997

(a)Mr. Potter’s stock award total includes $50,004 of the Company’s fully-vested stock issued as part of his fees as Chairman of the Board of Directors for 2022.

As of December 31, 2022, the aggregate number of unvested restricted stock and deferred stock unit awards held by non-employee directors were as follows:


NAME			STOCK AWARDS #
Denise Castillo-Rhodes			19,470
Lawrence R. Dickerson			19,470
Darrell E. Hollek			19,470
Robert L. Potter			19,470
Christopher T. Seaver			19,470
Hallie A. Vanderhider			19,470
E. Joseph Wright			19,470


30			2023 Proxy Statement

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 a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. For purposes of the advisory vote on executive

compensation, broker non-votes are not counted as votes with respect to the proposal and, therefore, will not affect the outcome of the vote on this proposal, and abstentions will have the same effect as a vote against the proposal.


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

Note: The Company is providing this advisory vote as required pursuant to Section 14A of the Exchange Act. 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 future compensation practices.


			31

ITEM 3:

Advisory Vote Regarding Frequency of Future Advisory Votes on Executive Compensation

This proposal gives stockholders the opportunity to indicate how frequently we should seek future advisory votes on our executive compensation, such as Item 2 above. By voting on this Item 3, stockholders can indicate whether they would prefer an advisory vote on executive compensation every one, two, or three years, or can abstain.

After careful consideration, the Board of Directors recommends that future advisory votes on executive compensation continue to occur every year (annually). We believe that an annual advisory vote on executive compensation is the most appropriate alternative for us because it will allow the Company’s stockholders to provide more frequent, direct input on the Company’s compensation objectives, policies and practices, and the resulting compensation for our named executive officers. Stockholders will have the opportunity to consider our most recent compensation decisions as disclosed in the proxy statement every year, and to provide feedback in a timely manner. The Board of Directors also believes an annual advisory stockholder vote on compensation of our named executive officers promotes corporate transparency and accountability for the Compensation Committee. In making this recommendation, the Board of Directors also took into account that a majority of the votes cast at our 2017 Annual Meeting of Stockholders voted in favor of holding an annual advisory votes on executive compensation.

Stockholders may cast their vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below.

“RESOLVED, that the option of every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the frequency preferred by stockholders for which the Company is to hold future advisory stockholder votes to approve the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

The option of one year, two years or three years that receives the highest number of votes cast by stockholders will generally be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However, because this vote is advisory and not binding on our Board of Directors or the Company in any way, our Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

Vote Required

Approval requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter, unless none of the three frequency choices receives a majority, in which case the choice that receives the plurality of votes cast will be considered approved. For purposes of

the advisory vote regarding frequency of future advisory votes 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 option of every “ONE YEAR” as the frequency with which stockholders are provided an advisory vote on the compensation of our named executive officers.

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 making a decision concerning the frequency of advisory votes on executive compensation.


32			2023 Proxy Statement

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) summarizes the Company’s 2022 compensation programs, actions and results relative to the Company’s 2022 performance. These outcomes considered the short-term financial and operating achievements measured against plan objectives, cumulative EBITDA performance and stock price performance on an relative basis through the end of 2022. This Compensation Discussion and Analysis provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer, and our two other most highly compensated executive officers (collectively our “Named Executive Officers,” named below) 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.

Accomplishments and Priorities

The 2022 year was a year of significant growth for Oil States — following the unprecedented crude oil demand destruction and uncertainties resulting from the COVID-19 pandemic that began in 2020. The Oil States team delivered impressive results in 2022, exceeding all of our financial targets set at the beginning of the year. The Company exited 2022 with increased momentum by reporting in the fourth quarter our fifth sequential quarter increase in revenues and second consecutive quarter of net income.



			2022 CORPORATE/CONSOLIDATED ACCOMPLISHMENTS(1)

			•Increased annual revenues 29% to $738 million •Adjusted EBITDA(1) increased 94% to $74 million •Generated net income in the third and fourth quarters of 2022 •Generated cash flow from operations of $33 million, inclusive of $35 million in growth-driven investments in working capital •Invested in research and development toward products that support the energy transition						•Grew backlog in our Offshore/Manufactured Products segment, evidenced by a 1.1x book-to-bill ratio •Net debt reduced by $15 million, with net debt to Adjusted EBITDA ratio(1) of 1.5x at year end •Leveraged existing assets, personnel and infrastructure to support growth with capital expenditures and headcount increases of 16% and 15%, respectively •Favorably settled all significant outstanding litigation matters

Demand for most of our products and services increased throughout 2022 from the lows experienced in 2020 and 2021 due to the waning impact of the global response to the COVID-19 pandemic, which had adversely affected energy demand and prices. Increased capital investments by our customers, together with internal cost reduction and strict capital discipline measures and other corporate actions, resulted in significant improvements in our consolidated results in 2022 as highlighted below.



	Year ended December,
(in millions)	2022		2021		Change

Revenues	$	738	$	573	$	165
Operating income (loss)	3		(65)		68
Adjusted EBITDA(1)	74		38		36
Cash flow from operations	33		7		26
Capital expenditures	20		18		3
Free cash flow(1)	18		1		17

(1)See Appendix B for discussion and reconciliation of non-GAAP financial measures and Cautionary Language Concerning Forward Looking Statements.


			33

Compensation Discussion and Analysis

Oil States delivered significantly improved results in 2022 through the execution of numerous business priorities which should also benefit future earnings:

•Grew project-related business within our Offshore/Manufactured Products segment – Project-driven revenues totaled $158 million, an increase of 29% from 2021. Overall segment bookings increased to $435 million in 2022, yielding a book-to-bill ratio of 1.1x and an 18% year-over-year increase in backlog.

•Enforced Strict Capital and Cost Discipline – Leveraged existing assets, personnel and infrastructure to support growth. For example, revenues increased 29% and Adjusted EBITDA grew 94% from 2021, while capital expenditures and headcount increased 16% and 15%, respectively.

•Successfully Integrated Acquired E-Flow Control Business – Acquired a global provider of fully integrated handling, control, monitoring and instrumentation solutions for $8 million in April. Rapidly integrated operations, with reported results and new project bookings in 2022 exceeding our acquisition economics.

•Retain and Attract Personnel – Actively adjusted compensation levels within our workforce to retain and attract qualified individuals.

•Invested in Research and Development – With a focus on sustained future growth, we invested over $3 million in the development of new proprietary product offerings and the expansion of existing technologies to markets outside the traditional energy industry – such as offshore wind and deepwater mineral gathering systems. Reflective of our multi-year investments in innovation for example, customer acceptance of our active-seat gate valve expanded significantly in 2022 following its introduction in the latter part of 2021 and we received our first order for our managed pressure drilling and riser gas handling system in February 2023.

Further demonstrating our commitment to innovation and sustainable growth, we received two Spotlight on New Technology® Awards from the Offshore Technology Conference for our managed pressure drilling and riser gas handling system and our Merlin™ 15K high-pressure, high-temperature riser system.

In 2022, the Oil States team also improved available liquidity when compared to the 2022 budget by reducing net debt by $15 million and increasing available borrowing capacity under our asset-based revolving credit facility by $43 million as a result of diligent efforts with lenders aimed at enhancing liquidity. Further, we repaid $17 million in principal of our 1.5% convertible senior notes at maturity on February 15, 2023. As a result, we do not have any material amount of indebtedness maturing before April 2026.

Summary of Incentive Compensation

The following tables present the payout percentages achieved in 2022 under our Corporate performance-based incentive compensation programs, together with the relevant weightings of the various short- and long-term components. While annual (or short-term) incentive awards paid out in excess of target, long-term incentive awards were forfeited given the harsh effects of the COVID-19 pandemic on our three-year cumulative results.


2022 Corporate Short-term Incentive Award Results

Metric	Metric Weight		Attainment		Payout %
Consolidated EBITDA	75	%	126	%	200	%
Consolidated Liquidity Level	25	%	135	%	200	%
Weighted Average Payout					200	%


Long-term Incentive Award Results for 2020-2022 Performance Period

Metric	Metric Weight		Attainment		Final Long-term Payout %
Performance-Based Stock:
Three-year EBITDA CAGR Payout	50	%	—	%	0	%
Performance-Based Cash:
Three-year Relative TSR Payout	50	%	—	%	0	%

2023 Executive Compensation Preview

During 2022, the Compensation Committee, the committee’s independent consultant and management reviewed the design of the short- and long-term incentive compensation programs. The purpose of the review was to evaluate program design and determine if the current metrics required adjustment to motivate long-term sustainable performance, better align executive and stockholder interests and reward for performance. Given strong performance in the last two years, 2023 short-term performance metrics were updated to replace the consolidated liquidity metric with a consolidated cash flow from operations metric. No material changes were made to our long-term incentive metrics for 2023.


34			2023 Proxy Statement

Compensation Discussion and Analysis

Throughout this CD&A, 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

•Philip S. “Scott” Moses—Executive Vice President and Chief Operating Officer

•Brian E. Taylor—Senior Vice President, Controller and Chief Accounting Officer (no relation to the Company's CEO, Cindy B. Taylor)

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 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.

2022 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.

At our 2022 Annual Meeting of Stockholders, our stockholders expressed their support for the compensation program for our Named Executive Officers. A total of 91% of the votes cast supported our executive compensation policies and practices for our Named Executive Officers at our 2022 Annual Meeting of Stockholders. In reviewing our executive compensation program for the 2022 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. The Compensation Committee considered stockholder feedback, changes in roles and responsibilities, peer data and other market conditions when determining the types and amounts of compensation to be paid to Named Executive Officers.

Say-On-Pay Results (“Percentage of Votes For“)

https://cdn.kscope.io/5c2c8f8e55e7e6f02281a3f44cc6ea4d-ois-20230303_g64.jpg


			35

Compensation Discussion and Analysis

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. Given this backdrop, our financial results and our returns to stockholders have suffered since 2014.

Given that a substantial portion of the total compensation granted to our Named Executive Officers is at risk ( 84% for our CEO and 73% in aggregate for our other NEOs in 2022), actual paid values of compensation has also experienced significant downward pressure over the period. For example, no payouts were made under the three-year performance-based equity and cash awards granted to NEOs in February 2020 – due in large part to the unprecedented crude oil demand destruction and uncertainties resulting from the COVID-19 pandemic that intensified in March of 2020.

As further discussed above in the section titled “Executive Summary,” 2022 was a year of recovery and growth for the Company with the management team delivering favorable results and exceeding all of the 2022 short-term financial targets. Please see the section titled “Pay versus Performance” for further discussion and details.

Our Compensation Committee is very sensitive to market conditions and stockholder returns. However, the Compensation Committee also strives to balance that sensitivity to the need to retain qualified executives in a highly cyclical industry so that stockholder returns can be maximized over the longer term.


36			2023 Proxy Statement

Compensation Discussion and Analysis

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 annual revenues, assets, enterprise value, market capitalization, 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 September 2021, the Consultant recommended a list of 13 publicly traded companies as the peer group for comparison purposes of reviewing 2022 compensation decisions (collectively, the “Peer Group”). The Peer Group for 2022 compensation decisions is comprised of 11 of the 13 companies utilized as the peer group in 2021, reflecting the removal of Superior Energy Services, Inc. (due to limited disclosures for the new management team members following its emergence from bankruptcy) and Exterran Corporation after the announcement of the acquisition by Enerflex Ltd as well as the addition of NexTier Oilfield Solutions, Inc. and Tetra Technologies, Inc. In September 2022, the Compensation Committee reviewed the Company’s Peer Group for 2023 compensation planning purposes and no changes were recommended. The Peer Group identified for purposes of both the 2022 and 2023 compensation years is reflected below:



2022 AND 2023 PEER GROUP





AROC			Archrock, Inc.
CLB			Core Laboratories N.V.
DRQ			Dril-Quip, Inc.
XPRO			Expro Group Holdings N.V.
FET			Forum Energy Technologies, Inc.
HLX			Helix Energy Solutions Group, Inc.
HP			Helmerich & Payne, Inc.
NR			Newpark Resources, Inc.
NEX			NexTier Oilfield Solutions Inc.
OII			Oceaneering International, Inc.
RES			RPC, Inc.
WTTR			Select Energy Services, Inc.
TTI			Tetra Technologies, Inc.


			37

Compensation Discussion and Analysis

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.

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 2022. Approximately 84% of the compensation granted to our CEO and 73% granted to our other NEOs was at risk, demonstrating management’s alignment with stockholder objectives.

2022 Target Compensation Mix


CEO

ALL OTHER NAMED EXECUTIVE OFFICERS

When designing incentives, the Compensation Committee employs selected performance metrics to ensure a strong link between executive compensation and performance. Metrics such as EBITDA, 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 2022 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 51), with the exception of Mr. B. Taylor, who was awarded

67% in the form of a time-based restricted stock award and 33% in the form of a time-based cash award.

Ms. 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 judgement with respect to compensation levels for each of Ms. C. Taylor's NEO direct reports. Ms. C. Taylor does not provide input or participate in the review or determination of her own compensation.

An explanation of the individual pay elements of our executive officer compensation program and the impact of performance on each element is summarized below.


38			2023 Proxy Statement

Compensation Discussion and Analysis

Reported versus Actual Paid Values of Executive Compensation

n accordance with recently issued rules under Item 402(v) of Regulation S-K, which required the Company to make certain adjustments to equity compensation amounts reported in the Summary Compensation Table (including unrealized gains (losses) during the year on unvested equity awards) in an effort to more closely reflect amounts actually earned by the NEOs.

Reported Versus Actual Paid Compensation Values


CEO Compensation			All Other Named Executive Officers Compensation

Base Salary

Base salary is the stationary 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 in the context of 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. Following several years of flat (or reduced) salaries and to

maintain positioning relative to market benchmarks, Ms. C. Taylor's salary was increased to $925,000 and Mr. Hajdik's salary was increased to $480,000. Ms. C. Taylor has over fifteen years tenure in her role (compared to the peer median of 5.5 years). This is the first raise that has been granted to Ms. C. Taylor since February of 2018 which followed a salary decrease taken in 2020. In 2022, Mr. Moses was appointed to Executive Vice President and Chief Operating Officer and Mr. B. Taylor was appointed Senior Vice President, Controller and Chief Accounting Officer. Reflective of their expanded growth in their roles, Mr. Moses' salary was set at $480,000 and Mr. B. Taylor's at $340,000.


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Compensation Discussion and Analysis


NAMED EXECUTIVE OFFICER	Percent Increase During 2022		END OF YEAR FIVE YEAR BASE SALARY SUMMARY(1)
			2022	2021(2)		2020(2)		2019		2018
Cindy B. Taylor	8.8	%	$ 925,000	$	850,000	$	765,000	$	850,000	$	850,000
Lloyd A. Hajdik	6.7	%	480,000	450,000		405,000		450,000		435,000
Philip S. Moses	12.9	%	480,000	425,000		360,000		400,000		375,000
Brian E. Taylor	13.1	%	340,000	300,500		270,450		300,500		291,748

(1)The table above lists salaries in effect at December 31 of each year while the Summary Compensation Table on page 49 reflects actual base salaries earned in 2022, 2021 and 2020.

(2)The base salary of each of the Company's Named Executive Officers was reduced by 10% beginning in May 2020 as a result of the COVID-19 disruptions to our industry, but was restored in June 2021. Mr. Moses received an additional 6.3% increase in connection with his incremental duties managing our Downhole Technologies segment.

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 and protect its financial health and liquidity.

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 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, 35-100% of the AICP target amount will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the 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 2022 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:


	THRESHOLD	TARGET(1)	OVERACHIEVEMENT
Cindy B. Taylor	38.5%	110%	220%
Lloyd A. Hajdik	31.5%	90%	180%
Philip S. Moses	31.5%	90%	180%
Brian E. Taylor	17.5%	50%	100%

(1)During 2022, the target percentage for Mr. Hajdik and Mr. Moses was increased from 80% to 90% and the target percentage for Mr. B. Taylor was increased from 45% to 50%, based upon positioning relative to the peer group. The target percentage for Ms. C. Taylor was held constant during 2022.

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 (if any) which also limits excessive risk taking.

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


40			2023 Proxy Statement

Compensation Discussion and Analysis

expense” (“EBITDA”) as a primary corporate financial performance objective for each executive officer in recent years. The EBITDA and other financial objectives are generally set based on the Company's annual operating plan approved by the Board of Directors. For 2022, all Named Executive Officers had 75% of their objective based on Consolidated EBITDA and 25% of their objective based upon Consolidated Liquidity Level (defined below).

In recognition of the importance of managing the Company’s near-term liquidity requirements given the market disruptions resulting from the COVID-19 pandemic, along with pending debt maturities, the liquidity metric was introduced beginning in 2020 and continued for 2021 and 2022. The liquidity metric is calculated based on average liquidity (cash on-hand plus borrowing availability under the Company's revolving credit facility) (the "Consolidated Liquidity Level" financial objective in the table below). As noted above, as we continue to distance ourselves from the COVID-19 pandemic impacts, this metric has been replaced for the 2023 annual AICP awards.

While the objectives and relative weighting remained the same year-to-year, the targets were adjusted for each of the objectives (54% increase in EBITDA target and a 7% increase in the liquidity target). 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 Named Executive Officer based on the level of achievement of the AICP performance objectives. Actual incentive plan payments under the AICP in 2022 were based upon the level of Company achievement of the related quantitative financial goals and objectives. The following tables present the Company’s AICP results for each of our NEOs, together with relevant weightings of the various components and payouts achieved. The following table presents the 2022 AICP performance objective goals together with the corresponding actual performance achieved.


(IN MILLIONS)	CONSOLIDATED EBITDA(1) ($)	CONSOLIDATED LIQUIDITY LEVEL(2) ($)
Threshold	44.2	55.0
Target	58.9	80.0
Maximum	73.6	105.0

Actual Performance	74.0	107.8
Payout Achieved (%)	200%	200%

(1)The consolidated EBITDA target established for 2022 of $58.9 million was approved by the Board of Directors as part of the annual budgeting process (actual adjusted performance in 2021 was $32.7 million).

(2)The consolidated liquidity level target established for 2022 increased to $80 million from $75 million in 2021 (actual liquidity in 2021 was $110.4 million).

The 2022 EBITDA target was increased 54% above the prior year target and 80% above 2021 actual results. The corresponding liquidity target was increased 7% above the prior year target but 28% below 2021 actual results. The Company's 2022 budget contemplated various liquidity reducing items including outlays for the E-Flow Control Holdings Limited acquisition, planned convertible senior

note repurchases (in advance of their February 2023 maturity), settlement of promissory note associated with the GEODynamics, Inc. acquisition and working capital builds due to planned revenue increases. While average liquidity in the 2022 budget was $73.9 million, the Compensation Committee set a stretch goal of $80 million to ensure more rigor in the goal.


		FINANCIAL OBJECTIVES
		CONSOLIDATED EBITDA		CONSOLIDATED LIQUIDITY LEVEL
	TARGET INCENTIVE OPPORTUNITY AS % OF BASE SALARY	WEIGHT (%)	PAYOUT RESULT (%)	WEIGHT (%)	PAYOUT RESULT (%)	TOTAL 2022 INCENTIVE PAID AS % OF BASE SALARY
Cindy B. Taylor	110%	75	200	25	200	220%
Lloyd A. Hajdik	90%	75	200	25	200	180%
Philip S. Moses	90%	75	200	25	200	180%
Brian E. Taylor	50%	75	200	25	200	100%


	AICP TARGET AWARD ($)	AICP ACTUAL AWARD ($)	% OF BASE SALARY
Cindy B. Taylor	973,394	1,946,788	220%
Lloyd A. Hajdik	419,539	839,077	180%
Philip S. Moses	409,154	818,308	180%
Brian E. Taylor	160,885	321,769	100%


			41

Compensation Discussion and Analysis

Long-term Incentives

Equity-Based Incentives—The Company makes certain stock-based awards under the Amended and Restated Equity Participation Plan (previously the 2018 Equity Participation Plan) (collectively referred to as the “Equity Participation Plan”) to better align the interests of executive officers with those of stockholders and to provide retention incentives. Specifically, the plan’s purposes are to:

•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 Equity Participation Plan provides for the grant of any combination of:

•restricted stock awards ("RSA's");

•performance-based awards;

•stock options;

•deferred stock units;

•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 5% 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.

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 awards, 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 reflect 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 Named Executive Officers, if any, on an annual basis, usually at its February meeting each year.

In 2022, 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 was awarded 67% in the form of a time-vesting restricted stock award and 33% in the form of a time-vesting cash-based award. 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 stockholders. The Compensation Committee weighs the cost to stockholders of these grants against their potential benefit as an incentive, retention and compensation tool.

Stock Awards. Restricted stock awards were made to Ms. C. Taylor and Messrs. Hajdik, Moses and B. Taylor on February 16, 2022 based on the then fair value of $6.53 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 16, 2025), 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 Named Executive Officers 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. Named 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.


42			2023 Proxy Statement

Compensation Discussion and Analysis

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 Company utilizes a combination of relative and absolute metrics in the composition of the long-term incentive award value in the form of performance-based awards.

The 2022 performance-based awards were divided into two components: a performance-based stock award based on the achievement of a predefined cumulative adjusted EBITDA (an absolute growth measure), and a performance-based cash award based on Relative Total Stockholder Return ("Relative TSR") compared to our peer group.

Cumulative EBITDA refers to the sum of EBITDA amounts for each of the three calendar years in the performance period. This performance metric is an absolute rather than a relative performance measure.

Relative TSR performance-based awards granted by the Compensation Committee were a cash-based award to more closely correlate the level of benefit granted to recipients to amounts expensed in our financial statements. Potential payouts related to performance-based cash awards based on Relative TSR are capped at target if Relative TSR is negative over the performance period.

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. Performance matrices provide for graduated award levels when the measure achievement falls between the minimum and maximum levels.

Performance-Based Absolute Award Criteria


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%	Overachievement	200	%
10.0%	Target	100	%
5.0%	Entry	50	%
<5.0%	Non Qualifying	—

(1)The actual level achieved for the 2020 grant was below entry level and the awards were forfeited.


2021 PERFORMANCE SHARE UNIT GRANTS(2) (JANUARY 1, 2021 TO DECEMBER 31, 2023 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED)
≥$143.8 million	Overachievement	200	%
$115.0 million	Target	100	%
$86.3 million	Entry	50	%
<$86.3 million	Non Qualifying	—

(2)Performance matrix provides for graduated award levels when the cumulative EBITDA achievement falls between $86.3 million and $143.8 million. Actual performance level indicated through the partial performance period ended on December 31, 2022 was 93% of target.


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

(3)Performance matrix provides for graduated award levels when the cumulative EBITDA achievement falls between $132.5 million and $220.9 million. Actual performance level indicated through the partial performance period ended on December 31, 2022 was 42% of target.


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Compensation Discussion and Analysis

Performance-Based Relative Award Criteria


	2020(1) , 2021(2) and 2022(3) PERFORMANCE BASED RELATIVE TSR PERFORMANCE AWARD AS % OF GRANT VALUE (CASH-BASED)
75th Percentile	Top	200	%
50th Percentile	Middle	100	%
25th Percentile	Bottom	50	%
<25th Percentile	Non Qualifying	—

(1)The actual level achieved for the 2020 grant was below entry level and the awards were forfeited.

(2)The 2021 award's performance period is January 1, 2021 to December 31, 2023. 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 2022 award's performance period is January 1, 2022 to December 31, 2024. 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%.

Long-Term Cash Incentive Award for Mr. B. Taylor. At the time of our 2022 annual grants, Mr. B. Taylor received a cash award in the amount of $150,000 that will vest in three annual installment payments, subject to his continued employment on the applicable payment dates. He could receive accelerated vesting and settlement of the award

in the event that a change in control occurs prior to the final payment date. Although we consider this award to be part of his long-term incentive compensation, the amounts paid pursuant to this award will be reported as bonus compensation each year in the Summary Compensation Table as it is earned in accordance with SEC rules.


44			2023 Proxy Statement

Compensation Discussion and Analysis

CEO Long-Term Performance-Based Stock and Cash Awards

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.


	Performance-Based Stock as Percent of Total Long-Term Incentive Grant	Proxy Reported Value of Performance-Based Awards on Date of Grant ($)	Performance Metrics	Performance Level Achieved	Realized Value of Performance-Based Awards on Date of Vest ($)
2018	33%	1,266,667	50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics	86% based on Relative TSR; 200% based on EBITDA CAGR	761,098
2019	33%	1,266,670	50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics	62% based on Relative TSR; 0% based on EBITDA CAGR	392,666
2020	50%	1,799,995	50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics	0% based on Relative TSR; 0% based on EBITDA CAGR	0
2021	50%	1,799,997	50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics	Performance period in progress
2022	50%	1,799,997	50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics	Performance period in progress

Status of CEO Performance-Based Awards Outstanding at December 31, 2022


	Metric	Achievement Level Through 12/31/2022		Reported Value on Date of Grant ($)	Realized Value at Vesting Date ($)
2020 Performance Awards Performance Period 1/1/2020- 12/31/2022	Relative TSR	0	%	900,000	0
	EBITDA CAGR	0	%	899,995	0
2021 Performance Awards Performance Period 1/1/2021 - 12/31/2023	Relative TSR	73	%	900,000	Performance period in progress
	Cumulative EBITDA	93% of target in year two of performance period		899,997	Performance period in progress
2022 Performance Awards Performance Period 1/1/2022 - 12/31/2024	Relative TSR	92	%	900,000	Performance period in progress
	Cumulative EBITDA	42% of target in year one of performance period		899,997	Performance period in progress


			45

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 insurance, short and long-term disability insurance, paid parental leave, flexible spending accounts, employee assistance, business travel accident insurance and 529 college savings plans. Named Executive 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. Given the market disruptions caused by the COVID-19 global pandemic, Company matching contributions were suspended beginning in April 2020 and were partially restored January 1, 2022. The Company made matching contributions in 2022 under this plan on the first 4% of the participant’s deferrals (50% match on the first 4% employee contribution). On January 1, 2023, Company matching contributions under the 401(k) retirement plan were fully restored (100% match of the first 4% employee contribution and 50% match on the next 2% employee contribution).

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 beginning in April 2020, in response to the market disruptions caused by the COVID-19 pandemic and were partially restored January 1, 2022. On January 1, 2023, Company matching contributions were fully restored (100%

match of the first 4% employee contribution and 50% match on the next 2% employee contribution). 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 2022, 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, 2022; 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 2022 did not exceed $95,000.


46			2023 Proxy Statement

Compensation Discussion and Analysis

Executive Compensation Policies

The following provides a summary of some of our executive compensation practices and policies.



What We Do						What We Don’t Do

Performance-based compensation Balance of short- and long-term incentives Challenging stock ownership guidelines Consider peer group reports when establishing compensation Risk assessment Clawback policy						NO hedging of our stock NO pledging of our stock NO tax gross-ups in post-2009 agreements NO excessive perquisites NO guaranteed bonuses 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 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 stock ownership guidelines for the senior executives are as follows:


POSITION			MULTIPLE OF SALARY
Chief Executive Officer			5X
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, 2022.


			47

Compensation Discussion and Analysis

Executive and Change of Control Agreements

The Company maintains Executive Agreements with its Named Executive Officers. 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. Executives who resign voluntarily without Good Reason under either arrangement do not trigger any payments.

The Change of Control provision in the Executive Agreements is intended to encourage continued employment by the Company of its executive officers and to allow such 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. An Executive Agreement entered into previously with Ms. C. Taylor entitles her 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, Moses and Taylor do not contain excise tax gross up protection.

The Executive Agreements have a term of three years and are extended automatically for one additional day on a daily basis, unless notice of non-extension is given by the Board of Directors of the Company, in which case the Executive Agreement will terminate on the third anniversary of the date notice is given. See “Potential Payments Under Termination or Change of Control” in this Proxy Statement for additional disclosures regarding the Executive Agreements.

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, 2022.

The Compensation Committee:

Lawrence R. Dickerson, Chair

Robert L. Potter

E. Joseph Wright

February 15, 2023


48			2023 Proxy Statement

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, 2022.


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)(1)	STOCK AWARDS ($)(2)	BONUS AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3)	ALL OTHER COMPENSATION ($)(4)	TOTAL ($)
Cindy B. Taylor President & Chief Executive Officer	2022	884,904	2,699,998	—	1,946,788	52,560	5,584,250
	2021	810,769	2,699,999	—	1,236,575	13,710	4,761,053
	2020	797,692	2,916,427	—	1,422,128	45,546	5,181,793
Lloyd A. Hajdik Executive Vice President, Chief Financial Officer & Treasurer	2022	466,154	937,499	—	839,077	15,822	2,258,552
	2021	429,231	937,501	—	479,928	—	1,846,660
	2020	422,308	1,022,941	—	552,846	19,066	2,017,161
Philip S. Moses Executive Vice President and Chief Operating Officer	2022	454,616	937,499	—	818,308	8,621	2,219,044
	2021	395,000	937,501	—	433,349	—	1,765,850
	2020	376,154	968,359	—	322,462	16,426	1,683,401
Brian E. Taylor Senior Vice President, Controller & Chief Accounting Officer	2022	321,769	300,001	—	391,769	6,435	1,019,974
	2021	286,631	90,000	—	122,051	—	498,682
	2020	282,008	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 were restored on June 7, 2021, therefore amounts for the 2020 and 2021 year reflect a combination of reduced and regular salary payments.

(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, and as noted in the CD&A, the 2020 grants were forfeited without payment despite the fact that a grant date value was reported in the 2020 year for these awards. 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 2022 below. The maximum fair value of performance-based stock awards granted in 2022 (rather than the probable value for accounting purposes reflected in the table above) was $1,799,995 for Ms. C. Taylor, $624,999 for each of Mr. Hajdik and Mr. Moses.

(3)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 long-term, time-based cash award granted to Mr. B. Taylor and the 2020 performance-based cash awards based on Relative TSR, which were forfeited due to below threshold performance. Due to SEC reporting rules, the cash-based awards granted in 2021 and 2022 will not be reported in the Summary Compensation Table until 2024 and 2025 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:


	2022 AICP ($)	2020 PERFORMANCE-BASED CASH AWARDS ($)	LONG-TERM TIME-BASED CASH AWARDS ($)	TOTAL ($)
Cindy B. Taylor	1,946,788	—	—	1,946,788
Lloyd A. Hajdik	839,077	—	—	839,077
Philip S. Moses	818,308	—	—	818,308
Brian E. Taylor(a)	321,769	—	70,000	391,769

(a)Mr. B. Taylor did not participate in the 2020 performance-based cash awards.


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Compensation Discussion and Analysis

(4)The 2022 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 ($)	TOTAL ($)
Cindy B. Taylor(b)	3,586	30,990	17,984	52,560
Lloyd A. Hajdik	1,302	14,520	—	15,822
Philip S. Moses	1,282	7,339	—	8,621
Brian E. Taylor	3,659	2,776	—	6,435

(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. On January 1, 2022, Company matching contributions were partially restored (50% match on the first 4% employee contribution).

(b)The amount shown in the “Other” column in the table above include club membership dues provided for Ms. C. Taylor.


50			2023 Proxy Statement

Compensation Discussion and Analysis

Grants of Plan-Based Awards

The following table provides information about equity and non-equity awards granted to our Named Executive Officers in 2022, 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 EQUITY INCENTIVE PLAN			ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4)	GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5)
NAME	PLAN	GRANT DATE	THRESHOLD ($)	TARGET ($)	MAXIMUM ($)	THRESHOLD (#)	TARGET (#)	MAXIMUM (#)
Cindy B. Taylor	AICP(1)		356,125	1,017,500	2,035,000
	Performance Cash Award(2)	2/16/2022	450,000	900,000	1,800,000
	Equity Participation Plan (Performance Stock Unit)	2/16/2022				68,913	137,825	275,650		899,997
	Equity Participation Plan (Restricted Stock)	2/16/2022							275,651	1,800,001
Lloyd A. Hajdik	AICP(1)		151,200	432,000	864,000
	Performance Cash Award(2)	2/16/2022	156,250	312,500	625,000
	Equity Participation Plan (Performance Stock Unit)	2/16/2022				23,928	47,856	95,712		312,500
	Equity Participation Plan (Restricted Stock)	2/16/2022							95,712	624,999


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Compensation Discussion and Analysis


			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS			ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN			ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4)	GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5)
NAME	PLAN	GRANT DATE	THRESHOLD ($)	TARGET ($)	MAXIMUM ($)	THRESHOLD (#)	TARGET (#)	MAXIMUM (#)
Philip S. Moses	AICP(1)		151,200	432,000	864,000
	Performance Cash Award(2)	2/16/2022	156,250	312,500	625,000
	Equity Participation Plan (Performance Stock Unit)	2/16/2022				23,928	47,856	95,712		312,500
	Equity Participation Plan (Restricted Stock)	2/16/2022							95,712	624,999
Brian E. Taylor	AICP(1)		59,500	170,000	340,000
	Equity Participation Plan (Restricted Stock)	2/16/2022							45,942	300,001

(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, 2022; 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 2022 for our Named Executive Officers. If the performance results fall between the threshold level and the target level, 35 – 100% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the maximum level, 100 – 200% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels.

(2)The amounts shown under “Estimated Future Payouts Under 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 2022 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, 62% up to 177% 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 2025 Proxy Statement after the performance period has ended (assuming the performance criteria is achieved).

(3)The amounts shown under “Estimated Future Payouts Under Equity Incentive Plan” 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 2022 is based on Cumulative EBITDA. If the Cumulative EBITDA performance is less than $132.5 million, 100% of the performance-based awards will be forfeited. If the performance is between $132.5 million and $176.7 million, up to 100% of the performance-based awards vest. If the performance is between $176.7 million and $220.9 million, the performance awards vest between 100% and 200%. If the performance is greater than or equal to $220.9 million, the performance awards vest at 200%.

(4)The amounts shown in “All Other Stock Awards” column reflect the number of restricted stock awards granted in 2022 pursuant to the Company’s Equity Participation Plan. These awards carry a three-year vesting requirement to be fully earned.

(5)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 2022. 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 2022 awards above. The maximum fair value of the performance-based stock awards granted in 2022 was $1,799,995 for Ms. C. Taylor, $624,999 for each of Mr. Hajdik and Mr. Moses.

While not considered employment agreements, each of our Named Executive Officers is party to an Executive Agreement. For a description of these agreements, please see “Compensation Discussion and Analysis—Executive and Change of Control Agreements.” The compensation amounts described in the preceding table were determined

as described under "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.”


52			2023 Proxy Statement

Compensation Discussion and Analysis

Outstanding Equity Awards at 2022 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, 2022. 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 30, 2022 (the last day of trading in 2022), which was $7.46. 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, 2022 and that the performance level achievement would have been at entry (50%) for the 2020 awards (actual results achieved were 0% and awards were forfeited), target (100%) for the 2021 awards and entry (50%) for the 2022 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. Taylor	2/19/2013	Options	22,652	22,652	46.78	2/19/2023	$	—
	2/19/2014	Options	17,158	17,158	58.54	2/19/2024	—
	2/18/2015	Options	46,500	46,500	42.29	2/18/2025	—
	2/19/2020	Restricted Stock	53,811				401,430		100% in 2023
	2/19/2020	Performance Stock Unit	40,359				301,078		100% on December 31, 2022, subject to performance(1)
	2/17/2021	Restricted Stock	174,672				1,303,053		50% in each of 2023 and 2024
	2/17/2021	Performance Stock Unit	131,004				977,290		100% on December 31, 2023, subject to performance(2)
	2/16/2022	Restricted Stock	275,651				2,056,356		33% in each of 2023, 2024 and 2025
	2/16/2022	Performance Stock Unit	68,913				514,091		100% on December 31, 2024, subject to performance(3)
Total			830,720	86,310			$	5,553,298


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Compensation Discussion and Analysis

NAME OF
EXECUTIVE

GRANT
DATE

AWARD
TYPE

NUMBER
OUTSTANDING

PORTION
EXERCISABLE

EXERCISE
PRICE

EXPIRATION
DATE

MARKET
VALUE

VESTING SCHEDULE

Lloyd A. Hajdik

2/19/2014

Options

5,662

58.54

2/19/2024

—

2/18/2015

Options

15,230