Thomas M. “Roe” Patterson
About Thomas M. “Roe” Patterson
Thomas M. “Roe” Patterson, age 50, has served as an independent director of Drilling Tools International (DTI) since June 2023. He is President of TMP Companies, Inc. (founded 1999) and previously served at Basic Energy Services, Inc. in roles culminating as President & CEO; Basic underwent Chapter 11 restructurings in 2016 and 2021 with a liquidation plan confirmed in August 2022. He holds a Bachelor of Science from Texas Tech University and brings multi-decade oilfield services leadership and public company governance experience.
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Basic Energy Services, Inc. | Director; President & CEO; COO; SVP; VP | 2006–2020 (Director 2013–Jan 2020) | Led operations and governance; company filed Ch. 11 in 2016 and again in 2021; liquidation plan confirmed Aug 2022 |
| Patterson Drilling Company (predecessor to Patterson‑UTI) | Contracts & Sales Manager | Prior to Basic; dates not specified | Commercial contracting in drilling services |
| West Texas Caterpillar (now Warren Cat) | Engine Sales Manager | Prior to Basic; dates not specified | Equipment sales in energy sector |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| TMP Companies, Inc. | President (Founder) | 1999–present | Manufacturing and oilfield services |
| Marauder Capital LLC | Board Member | Jan 2024–present | Private equity |
| Ventana Midstream, LLC | Board Member | Jun 2021–present | Oilfield midstream trucking |
| ClearWell Dynamics, LLC | Board Member | Dec 2021–present | Wellsite service & decommissioning |
| El Sueno River Ranch, LLC | Board Member | Jun 2009–present | Real estate investment |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Chair: John D. “Jack” Furst; Compensation Chair: Eric C. Neuman.
- Independence: Audit and Compensation Committee members (including Patterson) are independent under SEC and Nasdaq rules; the Board determined all directors other than R. Wayne Prejean and Thomas O. Hicks are independent.
- Attendance and engagement: In 2024 the Board held five meetings, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting and are expected to attend the 2025 Annual Meeting.
- Committee activity levels: Audit Committee held five meetings; Compensation Committee held four; Nominating & Corporate Governance held one.
- Audit Committee responsibilities include appointment/oversight of the auditor, review of financials/internal controls, approval of related‑party transactions, and cybersecurity risk oversight.
- Compensation Committee responsibilities include CEO/NEO pay oversight, director compensation policy, incentive/equity plans, risk review, and stock ownership guidelines monitoring.
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| All Other Compensation | $0 |
| Total Cash | $90,000 |
- Director compensation program structure: $15,000 per in‑person meeting; $5,000 per virtual meeting; annual cash retainer of $25,000 (Audit Chair), $20,000 (Comp Chair), $20,000 (Nominating & Governance Chair); annual cash retainer of $20,000 (Audit members), $15,000 (Comp members), $15,000 (Nominating & Governance members).
- Annual equity grant: $75,000 value, vests one year from grant, issued the day prior to the annual meeting.
Performance Compensation
| Equity Award | Grant Date | Tranche | Shares (#) | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| RSUs (2023 service) | May 14, 2024 | Tranche 1 | 18,610 | Vested at grant | $5.47 per share; total included in $176,802 |
| RSUs (2024 service) | May 14, 2024 | Tranche 2 | 13,712 | Vest on May 14, 2025 | $5.47 per share; total included in $176,802 |
| FY 2024 Stock Awards (Total) | Amount (USD) |
|---|---|
| Stock Awards (RSUs) | $176,802 |
- No director performance metrics tied to pay were disclosed; RSU vesting is time‑based rather than performance‑based.
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Basic Energy Services, Inc. | Public (historical) | Director; President & CEO | Sector overlap; bankruptcy history (Ch. 11 in 2016 and 2021; liquidation plan Aug 2022). No Compensation Committee interlocks requiring Item 404 disclosure at DTI. |
| Marauder Capital LLC | Private | Board Member | Private equity; no DTI related‑party disclosure. |
| Ventana Midstream, LLC | Private | Board Member | Oilfield midstream; no DTI related‑party disclosure. |
| ClearWell Dynamics, LLC | Private | Board Member | Wellsite services; no DTI related‑party disclosure. |
| El Sueno River Ranch, LLC | Private | Board Member | Real estate; no DTI related‑party disclosure. |
- Compensation Committee Interlocks: None—members (including Patterson) were not officers/employees and had no Item 404 relationships in 2024.
Expertise & Qualifications
- Multi‑decade oilfield services operating leadership; prior public company CEO and director experience.
- Capital markets, corporate governance, business combinations experience; oversight of cybersecurity risk protocols at a public company.
- Education: Bachelor of Science, Texas Tech University.
Equity Ownership
| Holding Type (Record Date: Mar 17, 2025) | Shares (#) | Notes |
|---|---|---|
| Common Stock (direct) | 60,135 | Direct ownership |
| RSUs (vested) | 18,610 | Vested RSUs |
| RSUs (unvested; vest within 60 days of record date) | 13,712 | 2024 service tranche scheduled to vest May 14, 2025; eligible RSUs noted as vesting within 60 days for record date presentation |
| Total Beneficial Ownership | 92,457 | Less than 1% of class (*) |
- Stock ownership guidelines: Directors must hold shares equal to at least five times annual cash received from meeting attendance fees; all covered directors are compliant or within the five‑year phase‑in period.
- Hedging/pledging: Prohibited for directors (no short sales, margin accounts, pledging, derivatives, or monetization transactions).
Governance Assessment
-
Positives:
- Independent director with dual committee roles (Audit and Compensation), supporting board oversight of financial reporting, pay governance, and related‑party review.
- Strong attendance signals: Board met five times in 2024; all directors achieved at least 75% attendance and attended the 2024 Annual Meeting.
- Clear director pay structure with committee retainers and modest equity; RSUs are time‑based and align long‑term interests without complex performance metrics.
- Robust governance policies: audit pre‑approval, clawback policy, prohibition on hedging/pledging, ownership guidelines monitored by Compensation Committee.
-
Potential Risks / RED FLAGS:
- Prior leadership at Basic Energy Services, which experienced multiple bankruptcies and a liquidation plan (may raise investor questions about turnaround track record; context‑dependent).
- Sector overlap via external private boards (Ventana Midstream, ClearWell Dynamics, TMP Companies) could present related‑party exposure if DTI transacts with these entities; none disclosed and Audit Committee reviews all related‑party transactions.
- Emerging Growth Company status limits say‑on‑pay votes, reducing direct shareholder feedback on compensation programs.
Overall, Patterson appears to enhance board effectiveness via independent oversight on Audit and Compensation, solid attendance, and aligned equity holdings; prior bankruptcy involvement at Basic and sector interlocks warrant routine monitoring through DTI’s related‑party approval processes and annual independence reviews.
Notes on Insider Trades
- The proxy discloses Section 16(a) compliance, noting one late Form 4 related to MV Partners I, LP (not Patterson). No Form 4 transactions for Patterson are mentioned in the proxy.