R. Wayne Prejean
About R. Wayne Prejean
R. Wayne Prejean, age 63, is DTI’s President & Chief Executive Officer and a director, roles he has held since 2013. He has over 45 years of oilfield services experience across directional drilling, downhole tools, MWD products, and manufacturing; he founded Wildcat Services in 1999, scaling it to 500 systems in 20 countries before selling to National Oilwell Varco in 2004, and later served in leadership/advisory roles at NOV through 2012 . Under his leadership, FY2024 total revenue was $154.446 million versus $152.034 million in FY2023, while Adjusted EBITDA was $40.101 million versus $51.042 million in FY2023, reflecting acquisition-driven mix shifts and softer market conditions . Prejean is a non‑independent director; the Board Chair is Thomas O. Hicks, and all committees are chaired by independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scientific Drilling; BecField Horizontal; Drilling Measurements Inc; Drilex Services; Baker Hughes Inteq | Field ops, ops mgmt, sales, executive mgmt | 1979–1999 | Built multi-disciplinary expertise across directional and horizontal drilling globally . |
| Wildcat Services | Founder | 1999–2004 (sold to NOV) | Grew from 50 rigs locally to 500 systems in 20 countries; strategic exit to NOV . |
| National Oilwell Varco (NOV) | Leadership and advisory roles | 2004–2012 | Post-acquisition integration and scaling of automated drilling technology businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RobJon, L.L.C / RobJon Holdings, L.P. | President/Manager/Sole Member; General Partner | Ongoing | Investment holding vehicle; owns 438,529 DTI shares included in Prejean’s beneficial ownership . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 600,000 |
| Bonus ($) | 677,514 (2023 discretionary STIP, paid Mar 2024) | 1,612 (safety and tenure awards) |
| All Other Compensation ($) | 173,836 (transaction bonus; vehicle; 401k; LTD) | 24,610 (contract allowance; vehicle; 401k; LTD) |
| Total Cash ($) | 1,301,350 | 1,160,147 |
Notes:
- Employment agreement amended March 11, 2024: 5‑year initial term, auto‑renews annually; base salary $600,000; annual target bonus 100% of salary; eligible for equity awards .
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow Margin | 40% | 11.8%–13.8% | 13% | 100% | 40% |
| Revenue | 20% | $170–$185 million | $150.8 million | 85% | 17% |
| Health, Safety & Environment (HSE) | 20% | Program goals | Assessed by HSE team | 80% | 16% |
| Individual Performance | 20% | Board assessment | Leadership/strategy execution | 80% | 16% |
| Total Payout vs Target | — | — | — | 89% | — |
- FY2024 non‑equity incentive payout to Prejean: $533,925 (89% of $600,000 target) .
- Options granted Feb 14, 2024 under 2023 Omnibus Plan: 1,000,000 options ($1,760,000 grant-date fair value) vesting in equal installments on Feb 14, 2025, 2026, 2027; exercise price $3.02; expiration 2/14/2034 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,973,734 shares (includes 1,535,205 vested options and 438,529 shares via RobJon Holdings, L.P.) . |
| Ownership % of Outstanding | 5.5% . |
| Options – Exercisable | 1,201,872 at $3.72, exp. 6/20/2033 . |
| Options – Unexercisable | 1,000,000 at $3.02, exp. 2/14/2034; vest in equal installments on Feb 14, 2025, 2026, 2027 . |
| RSUs – Unvested | 284,360 RSUs, vest in substantially equal installments on Feb 28, 2026, 2027, 2028, 2029 . |
| Pledging/Hedging | Prohibited for directors and officers (short sales, margin accounts, pledging, derivatives, monetization transactions barred) . |
| Director Stock Ownership Guidelines | Covered independent directors must hold shares equal to 5x annual cash meeting fees; compliance/phase‑in confirmed at record date . |
| Upcoming Vesting Windows | Options in 2025/2026/2027; RSUs in 2026–2029, potentially adding tradable float post‑vesting subject to insider trading windows . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Term | 5‑year initial term from Mar 11, 2024; auto‑renewal for successive 1‑year periods unless 60‑day notice of non‑renewal . |
| Target Bonus | 100% of base salary (i.e., $600,000 for FY2024) . |
| Severance (Non‑CIC) | If terminated without cause/for good reason/disability/non‑renewal: Accrued amounts + prorated target bonus + cash severance equal to 2x (base + target bonus) + 18 months employer‑paid COBRA . |
| Change‐in‐Control (Double Trigger) | If terminated without cause/for good reason within 18 months post‑CIC (and before 3rd anniversary): Accrued amounts + prorated bonus + cash severance equal to 2.99x (base + target bonus) + 18 months employer‑paid COBRA; different formula applies if post 3rd anniversary . |
| Equity Treatment | Unvested options fully vest and remain exercisable upon termination without cause/for good reason (including qualifying CIC termination), subject to award terms; death/disability vesting prorated; voluntary termination leaves 3‑month exercise window for vested options . |
| Clawback | Adopted Oct 2023 under Nasdaq Rule 5608 and Exchange Act Section 10D; recovery of erroneously awarded incentive compensation after accounting restatement, including stock price/TSR-linked awards (committee estimates impact; documentation provided to Nasdaq) . |
Board Governance & Director Service
- Board Service History: Director since 2013; currently serves as Director and CEO; does not receive additional director compensation .
- Independence: The Board determined Prejean and Chair Thomas O. Hicks are not independent; all other directors are independent under SEC/Nasdaq rules .
- Committee Roles: Independent committees in place—Audit, Compensation, and Nominating/Corporate Governance—with independent chairs and members; Prejean is not listed as a member of these committees .
- Annual Meeting Attendance: All directors attended the 2024 Annual Meeting .
- Director Compensation Program (for independent directors): $15,000 per in-person meeting; $5,000 per virtual meeting; committee chair/member retainers; annual equity grant of $75,000 vesting one year from grant; certain 2024 RSU tranches covered 2023 and 2024 service .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($000) | 152,034 | 154,446 |
| Tool Rental Revenue ($000) | 119,239 | 117,926 |
| Product Sale Revenue ($000) | 32,795 | 36,520 |
| Adjusted EBITDA ($000) | 51,042 | 40,101 |
| Net Income ($000) | 14,748 | 3,014 |
- 2024 revenue grew modestly YoY; adjusted EBITDA and net income declined due to softer market conditions, higher SG&A and acquisition integration costs; cost of tool rental declined with activity; product sale revenue and costs increased with acquisitions (DCT in March 2024, EDP in October 2024) .
- Segment reporting change: Effective Q1 2025, results to bifurcate into Eastern and Western Hemisphere segments to support global expansion .
Risk Indicators & Related Party
- Related Party Transactions: Management fees paid to Hicks Holdings Operating LLC were $750,000 (2024), $1,100,000 (2023), $441,250 (2022) .
- Section 16 Compliance: One late Form 4 in 2024 related to MV Partners I, LP; company handles filings for officers/directors .
- Insider Trading Safeguards: Prohibition on hedging/pledging; formal clawback; independent committee oversight; irrevocable resignation policy for directors who fail to receive required votes .
Compensation Committee Practices
- Composition: Independent directors—Neuman (Chair), Patterson, Vermillion; four meetings in 2024 .
- Consultant: Korn Ferry engaged in 2025 to review peer group, executive pay levels, and program design; intent to align pay with strategy and outcomes .
Investment Implications
- Alignment: Prejean’s 5.5% beneficial stake and sizable vested options align interests with shareholders; prohibition on pledging/hedging reduces misalignment risk .
- Incentive Quality: FY2024 payouts linked heavily to Adjusted FCF margin (40%) and revenue (20%); payout at 89% indicates balanced calibration amid market softness, with disciplined safety and individual performance assessments .
- Retention vs. Transaction Economics: Robust double‑trigger CIC severance (2.99x base+bonus) and accelerated vesting protect management continuity in a sale but increase transaction costs; non‑CIC severance (2x base+bonus) provides retention stability .
- Supply Overhang: Scheduled option and RSU vesting across 2025–2029 could add tradable float; monitor trading windows and any Form 4 activity to gauge selling pressure .
- Execution Risk: 2024 EBITDA compression and increased SG&A reflect integration and public company costs; the 2025 segment realignment and acquisition program will be key to re‑accelerating profitability .