Brian Taylor
OIL STATES INTERNATIONALAbout Brian Taylor
Brian E. Taylor (age 62) is Senior Vice President, Controller and Chief Accounting Officer at Oil States International (OIS). He joined OIS in September 2016, became VP, Controller & CAO from September 2016–February 2022, and has served as SVP, Controller & CAO since February 2022; he is a CPA with a B.S. in Accounting from LSU and earlier held finance leadership roles at Conn’s, Schlumberger, Smith International, Camco International, and Arthur Andersen . OIS’s 2024 annual incentive plan (AICP) was tied 75% to Consolidated EBITDA (target $90.4mm; actual $79.1mm; payout 68%) and 25% to Cash Flow from Operations (target $68.2mm; actual $45.8mm; below threshold), resulting in Taylor’s total incentive payout equal to 26% of base salary (51% of target) and AICP cash of $88,636 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oil States International | Senior Vice President, Controller & Chief Accounting Officer | Feb 2022–present | Corporate controller/accounting leadership; oversight of reporting and controls |
| Oil States International | Vice President, Controller & Chief Accounting Officer | Sep 2016–Feb 2022 | Established controllership post-joining; financial reporting leadership |
| Personal family investments | Manager | Jan 2015–Sep 2016 | Managed personal capital |
| Conn’s, Inc. | Vice President & Chief Financial Officer | Apr 2012–Dec 2014 | Public-company CFO; capital markets and financial operations |
| Schlumberger Limited | Finance Integration Manager | Sep 2010–Apr 2012 | Led integration after acquisition of Smith International |
| Smith International, Inc. | Various financial management roles incl. Corporate VP & Controller | Sep 1999–Aug 2010 | Corporate controllership; multi-year finance leadership |
| Camco International, Inc. | Director of Corporate Accounting & Worldwide Controller | Two years (dates not specified) | Global accounting oversight |
| Arthur Andersen L.L.P. | Assurance practice | 10 years (dates not specified) | Audit foundation; CPA credential |
External Roles
No public company board roles or external directorships are disclosed for Mr. Taylor in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2020 | $270,450 | 10% salary reduction in May 2020 restored in June 2021 |
| 2021 | $300,500 | Restored salary |
| 2022 | $340,000 | Role change to SVP, Controller & CAO in 2022 |
| 2023 | $350,200 | No increase in 2024 |
| 2024 | $350,200 | No increase in 2024 |
| Year | Salary ($) | All Other Compensation ($) | Components of “All Other” (401k/Deferred/Other) |
|---|---|---|---|
| 2022 | $321,769 | $6,435 | Not itemized in table |
| 2023 | $345,492 | $28,079 | Not itemized in table |
| 2024 | $350,200 | $21,935 | $24,867 401(k) match; $(2,932) deferred comp plan match; no “Other” |
Performance Compensation
| Year | AICP Target Award ($) | AICP Actual Award ($) | Target Bonus (% of Base) | Actual Paid (% of Base) | Payout vs Target |
|---|---|---|---|---|---|
| 2024 | $175,100 | $88,636 | 50% of base salary | 26% | 51% |
| 2024 AICP Metric | Weighting | Threshold | Target | Maximum | Actual | Metric Payout Result |
|---|---|---|---|---|---|---|
| Consolidated EBITDA ($mm) | 75% | 67.8 | 90.4 | 113.0 | 79.1 | 68% |
| Cash Flow from Operations ($mm) | 25% | 51.2 | 68.2 | 85.3 | 45.8 | —% (below threshold) |
| Equity/Long-Term Award | Grant Date | Type | Shares/Value | Vesting |
|---|---|---|---|---|
| 2024 LT Equity | 2/16/2024 | Restricted Stock | 49,180 shares; $299,998 grant date fair value | 33% each in 2025, 2026, 2027 |
| 2024 Long-Term Cash Award | 2024 | Time-based cash | $170,000 (included in Non-Equity Incentive Compensation) | See footnote (6): vesting continues in disability; forfeited upon retirement; paid at death; paid at CoC |
| Year | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total Compensation ($) |
|---|---|---|---|
| 2022 | $300,001 | $391,769 | $1,019,974 |
| 2023 | $300,001 | $256,225 | $929,797 |
| 2024 | $299,998 | $258,636 | $930,769 |
Performance cash awards based on Relative TSR had a 200% payout for the 2022 cycle for participating NEOs; Mr. B. Taylor did not participate in the 2022 performance-based cash awards .
Equity Ownership & Alignment
| Beneficial Ownership | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Brian E. Taylor | 197,270 | <1%; outstanding shares 62,017,356 | Includes unvested time-based restricted stock; excludes PSUs |
| Unvested Time-Based Restricted Stock Included in Beneficial Ownership | Shares |
|---|---|
| As of Mar 19, 2025 | 113,595 |
| Outstanding Equity Awards (12/31/2024) | Grant Date | Award Type | Number Outstanding | Market Value at $5.06 | Vesting Schedule |
|---|---|---|---|---|---|
| Brian E. Taylor | 2/16/2022 | Restricted Stock | 15,314 | $77,489 | 100% in 2025 |
| Brian E. Taylor | 2/16/2023 | Restricted Stock | 21,954 | $111,087 | 50% in 2025 & 50% in 2026 |
| Brian E. Taylor | 2/16/2024 | Restricted Stock | 49,180 | $248,851 | 33% in 2025, 2026, 2027 |
| Total | — | — | 86,448 | $437,427 | — |
| Stock Vested in 2024 | Shares Vested | Pre-Tax Value Realized |
|---|---|---|
| Brian E. Taylor | 30,722 | $180,182 |
| Ownership Guidelines | Requirement | Compliance Status |
|---|---|---|
| Executive Officers (Section 16) | 2x base salary | All covered executives in compliance as of 12/31/2024 |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Stock Awards Accelerated | Cash LT Awards | Health & Welfare Benefits | Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary Not-for-Cause (no CoC) | $525,300 | $437,427 | — | $23,312 | — | $986,039 |
| Termination with Change of Control | $1,050,600 | $437,427 | $300,000 | $34,969 | $52,530 | $1,875,526 |
| Disability/Retirement/Death | — | $437,427 | $300,000 (death; continues to vest in disability; forfeited upon retirement) | — | — | $737,427 |
| Change of Control (no termination) | — | $437,427 | $300,000 | — | — | $737,427 |
- Executive Agreements are at-will, three-year terms that auto-extend daily; severance requires a qualified termination and provides additional protections during a specified period post-change-of-control (double-trigger for severance) . Equity acceleration occurs upon change-of-control even without termination (single-trigger for stock awards) . No excise-tax gross-up protection for Mr. Taylor; the company discontinued tax gross-ups in 2010 for executives other than Ms. C. Taylor .
Investment Implications
- Pay-for-performance alignment: Annual incentive tied to EBITDA and Cash Flow; 2024 payout at 51% of target reflects underperformance on cash generation while EBITDA was below target, indicating variable cash pay is sensitive to operational outcomes .
- Retention and selling pressure: Significant unvested restricted stock (86,448 shares) vesting through 2027 and time-based cash LTI that pays at death/CoC and continues in disability create retention hooks; absence of options reduces near-term exercise-driven selling pressure .
- Ownership alignment: Beneficial ownership of 197,270 shares, including 113,595 unvested restricted shares, and compliance with 2x salary ownership guideline support alignment; no pledging disclosure identified in the provided sections .
- Change-of-control economics: Cash severance scales materially under CoC scenarios and equity accelerates on CoC even without termination, which could increase management’s neutrality in strategic transactions but also raises dilution/overhang considerations for investors in event-driven scenarios .
- Execution risk: Non-participation in 2022 TSR-based cash awards and heavy reliance on restricted stock suggest a tilt toward time-based retention over purely performance-conditioned equity for Mr. Taylor; AICP construct still provides operating discipline via EBITDA/CFO metrics .