Cindy Taylor
OIL STATES INTERNATIONALAbout Cindy Taylor
Cindy B. Taylor (age 63) is President and Chief Executive Officer of Oil States International and has been a director since May 2007. She has held the CEO and President roles for 17 years since May 2007. She holds a B.B.A. in Accounting from Texas A&M University and is a Certified Public Accountant . In 2024, Oil States generated $693 million in revenue and $77 million in Adjusted EBITDA; net cash from operations was $46 million, and the company exited underperforming U.S. land locations while maintaining Offshore Manufactured Products backlog at a 1.0x book-to-bill. Consolidated Adjusted EBITDA declined year-over-year largely due to lower U.S. land activity and one-time charges, while offshore/international remained resilient . On a pay-versus-performance basis, cumulative TSR for 2024 was 31 (indexed to 2019=100) versus 107 for the peer group; “compensation actually paid” to the CEO decreased 9% year-over-year in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oil States International | CEO & President | 2007–Present | Led through industry cycles; portfolio repositioning; offshore/international backlog maintained in 2024 |
| Oil States International | President & COO | 2006–2007 | Operational leadership prior to CEO transition |
| Oil States International | SVP, CFO & Treasurer | Pre-2006 | Financial leadership and capital structure oversight |
| L.E. Simmons & Associates | Chief Financial Officer | 1999–2000 | Sponsor-side CFO experience in energy services |
| Cliffs Drilling Company | VP—Controller | 1992–1999 | Accounting/controls at drilling company |
| Ernst & Young LLP | Management roles (Audit) | 1984–1992 | Public accounting foundational experience (CPA) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AT&T Inc. | Director (Public company) | Current | Board service at large-cap telecom |
| Federal Reserve Bank of Dallas | Director | 2020–Present | Prior director, Houston Branch (2018–2019) |
Fixed Compensation
- CEO target compensation is heavily at-risk (83% for 2024) .
- No base salary increases were made to Named Executive Officers in 2024 .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary – Cindy B. Taylor ($) | 765,000 | 850,000 | 925,000 | 925,000 | 925,000 |
| Target Bonus (% of base) | — | — | — | — | 115% |
| AICP Payout ($) | — | — | — | — | 538,473 |
Notes: 2024 AICP target opportunity for CEO was 115% of base; payout equaled 59% of base (51% of target) driven by an EBITDA component payout and no payout on cash flow from operations .
Performance Compensation
2024 Annual Incentive (AICP) metrics and results:
| Metric | Weight | Target | Actual | Payout % | Weighted payout |
|---|---|---|---|---|---|
| Consolidated EBITDA ($mm) | 75% | 90.4 | 79.1 | 68% | 51% |
| Consolidated Cash Flow from Operations ($mm) | 25% | 68.2 | 45.8 | 0% | 0% |
| Total | 100% | — | — | — | 51% |
Long-term incentive design and 2024 grants (grant date: February 16, 2024):
- Mix: 50% time-based restricted stock; 25% performance stock (3-year Cumulative EBITDA); 25% performance cash (3-year Relative TSR; capped at 100% if TSR negative) .
- CEO grants:
- Restricted Stock: 295,082 shares; grant-date fair value $1,800,000; vests in three equal installments on each anniversary through Feb 16, 2027 .
- Performance Stock Units (PSUs): Target 147,541 shares (threshold 73,771; max 295,082); grant-date fair value $900,000; vests at Dec 31, 2026 subject to cumulative EBITDA performance (50%–200% payout matrix) .
- Performance Cash (Relative TSR): Target $900,000 (threshold $450,000; max $1,800,000) over 2024–2026; capped at 100% if negative TSR .
Recent performance outcomes on multi-year awards:
- 2022–2024 PSU: Cumulative EBITDA achieved $239.1 million; paid at 200% (stock-based) .
- 2022–2024 TSR cash award: 33rd percentile; paid at 67% .
- CEO long-term performance awards realized: 2022 grants paid 67% (TSR cash) and 200% (EBITDA stock); realized $2.03 million across the two components .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,121,391 shares (3.4% of outstanding) as of March 19, 2025 |
| Included unvested time-based RS in total | 560,534 shares included within beneficial ownership; PSUs excluded |
| Outstanding equity awards at 12/31/2024 | RS: 91,883 (2022, 100% vests 2025), 131,723 (2023, 50% in 2025 & 2026), 295,082 (2024, 33% in 2025–2027). PSUs: 275,650 (2022, 100% at 12/31/2024, subject to certification), 98,793 (2023, vests 12/31/2025 subject to performance), 73,771 (2024, vests 12/31/2026 subject to performance) . |
| Stock options | 46,500 options at $42.29 (2/18/2015 grant) were outstanding/exercisable at 12/31/2024; all such options expired on Feb 18, 2025 and were forfeited . |
| Ownership guidelines | CEO minimum 5x base salary; all covered executives were in compliance as of 12/31/2024 . |
| Hedging/pledging | Directors and officers are prohibited from hedging and pledging company stock . |
Implications for potential selling pressure:
- Multiple RS tranches vest in calendar 2025 (2022 RS: 91,883 shares 100% in 2025; 2023 RS: 50% in 2025; 2024 RS: first 33% on Feb 16, 2025), which may create periodic supply around vest dates (absent elective 10b5-1 sales or tax withholding) .
Employment Terms
| Feature | Cindy Taylor terms |
|---|---|
| Agreement type | Executive Agreement (rolling 3-year term with daily auto-extension unless notice; requires release to receive benefits) . |
| Change-of-control severance (double trigger) | 2.5x base salary + target AICP bonus (greater of year of termination or year preceding CoC) if terminated without cause or resigns for good reason within 24 months after CoC; 36 months of health benefits; 401(k)/Deferred Comp vesting; outplacement up to 15% of salary . |
| Non-CoC severance | 1.5x base salary + target AICP bonus; continued medical/dental/disability benefits up to 24 months; restricted stock unvests (lapses restrictions) . |
| Equity acceleration on CoC | Under the company’s equity plan, all outstanding awards vest immediately prior to a change of control (single-trigger), unless award agreements specify otherwise; performance awards settle at target or a determined percentage as applicable . |
| Excise tax gross-up | Legacy Executive Agreement includes excise tax gross-up protection for parachute payments (shareholder-unfriendly feature) . |
| Clawbacks | NYSE/SEC-compliant recoupment policy effective Oct 2, 2023 for NEOs; supplemental clawback (2017) for misconduct causing restatements remains for broader employees . |
| Deferred compensation | CEO account balance $7,095,109 at FY2024; company match reported; distributions at termination or CoC per plan . |
Board Governance and Director Service
- Board structure: Independent, non-executive Chair (Robert L. Potter) since August 2018; CEO and Chair roles separated .
- Independence: 6 of 7 directors are independent; Ms. Taylor is the only non-independent director .
- Committees: Audit (Chair: Vanderhider), Compensation (Chair: Dickerson), Nominating/Governance & Sustainability (Chair: Hollek); Ms. Taylor serves on no committees .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Board/committee attendance: Each director attended at least 90% of meetings in 2024 .
- Director pay: Employee directors (including Ms. Taylor) receive no additional board compensation .
Say-on-Pay and Peer Group
- Say-on-Pay: 85% support at the 2024 Annual Meeting .
- Peer group (2024/2025): Archrock, Core Laboratories, Diamond Offshore (for 2025 comp planning despite acquisition), Expro, Forum Energy Technologies, Helix Energy, Innovex International (formerly Dril-Quip), NPK International (formerly Newpark), Oceaneering, ProPetro, RPC, Select Water Solutions, TETRA Technologies .
- Target percentile: The Compensation Committee benchmarks vs peers but does not set percentile-based pay targets; exercises judgment considering market and internal equity .
Company Performance Context
Oil States performance (fiscal years; USD millions) – to assess pay-for-performance alignment:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | 573.2* | 737.7* | 782.3* | 692.6* |
| EBITDA | 13.6* | 61.3* | 82.4* | 62.2* |
Values retrieved from S&P Global.*
Additional 2024 performance disclosures (company-reported):
- Revenues $693 million, Adjusted EBITDA $77 million, net cash from operations $46 million; free cash flow $49 million; implemented cost reductions and facility exits; Offshore segment maintained 1.0x book-to-bill and $311 million backlog at year-end .
Compensation Structure Analysis
- At-risk mix: CEO pay was 83% at risk in 2024, emphasizing performance incentives .
- Metric calibration: 2024 AICP targets were set above 2023 actuals (EBITDA +5%; CFFO target +20% vs 2023 actual), demonstrating stretch goals; payout was 51% of target .
- Long-term rigor: 2022–2024 cumulative EBITDA target increased 54% versus prior performance period target; paid at 200% based on strong post-COVID recovery; relative TSR payout for the same period was 67% (33rd percentile) .
- 2025 preview: No material changes to short- or long-term incentive metrics .
- Shareholder protections: Robust anti-hedging/pledging; stock ownership guidelines (CEO 5x salary) with full compliance; clawback and recoupment policies updated in line with SEC/NYSE .
Potential red flags:
- Single-trigger equity acceleration upon a change of control under the equity plan can misalign outcomes in a sale scenario, though severance remains double-trigger .
- Legacy excise tax gross-up for Ms. Taylor (taxpayer- and shareholder-unfriendly feature) .
Investment Implications
- Alignment: High at-risk mix, stretch annual targets, and three-year PSU/TSR constructs support pay-for-performance; ownership guidelines and anti-hedging/pledging bolster alignment .
- Retention risk: Rolling 3-year executive agreements, significant unvested RS/PSU over 2025–2027, and deferred compensation balances suggest moderate-to-low voluntary departure risk absent a change-of-control event .
- Event risk and dilution: Single-trigger equity vesting on CoC and legacy excise tax gross-up elevate transaction costs; investors should underwrite incremental dilution/expense under sale scenarios and incorporate these into deal probabilities and valuation sensitivities .
- Trading signals: Multiple RS tranches vest in 2025 (across 2022–2024 grants), potentially creating episodic supply; options are out-of-the-money and expired Feb 2025, limiting option-related selling pressure .
- Performance context: 2024 performance softness in U.S. land with steady offshore/international backlog translated to below-target annual bonus outcomes (51% of target) despite multi-year PSU outperformance on EBITDA; monitor 2025 offshore conversion and land recovery to gauge future AICP/PSU outcomes .
References: All bracketed citations refer to Oil States’ 2025 DEF 14A unless otherwise noted.