Denise Castillo-Rhodes
OIL STATES INTERNATIONALAbout Denise Castillo‑Rhodes
Independent Class II director of Oil States International (OIS) since May 2021; age 64. She serves on the Audit Committee and is designated an “audit committee financial expert.” Professionally, she is Chief Financial Officer of Texas Medical Center, a role held since 2004. She holds a B.B.A. from the University of Texas at El Paso, an M.B.A. from the University of St. Thomas, and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Medical Center | Vice President & Controller | 2002–2004 | Oversaw accounting/controls before elevation to CFO |
| Nabisco (Houston Manufacturing) | Controller | Prior to 2002 | Plant-level finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Medical Center | Chief Financial Officer | 2004–present | Oversees investments, finance, risk, tax |
| Thermal Energy Corporation | Secretary of the Board; Chair, Audit & Finance | Current | Governance/financial oversight (TMC member institution) |
| TMC Library | Director | Current | Board service (TMC member institution) |
| Texas Medical Center Hospital Laundry Co‑Op | Director | Current | Board service (TMC member institution) |
| City of Houston Municipal Employee Pension System | Trustee | Current | Fiduciary governance |
| Governor’s Commission for Women (Texas) | Commissioner (appointed) | Since 2022 | Public service appointment |
Board Governance
- Independence: Board determined Ms. Castillo‑Rhodes is independent under NYSE standards; 6 of 7 directors are independent at OIS .
- Committee assignments: Audit Committee member; Audit Committee comprises three independent directors; meetings held in 2024: 5. She and the Audit Chair (Vanderhider) are designated audit committee financial experts .
- Board structure: Independent, non-executive Chair; Chair and CEO roles split since IPO .
- Attendance: All directors attended at least 90% of aggregate Board/committee meetings in 2024; all attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Policies: Anti‑hedging and anti‑pledging prohibitions apply to directors; Director stock ownership and retention guidelines in effect .
Fixed Compensation (Non‑Employee Director – 2024)
| Element | Amount/Details |
|---|---|
| Annual cash retainer | $60,000 (paid quarterly) |
| Meeting fees | $2,000 per Board/committee meeting |
| Audit Committee member retainer | $10,000 (chair additional $20,000) |
| Equity grant (annual) | ~$150,000 in restricted stock/DSUs; vests at 1 year or next AGM |
| 2024 actual – Fees earned (cash) | $88,000 (Castillo‑Rhodes) |
| 2024 actual – Stock awards (grant‑date fair value) | $149,998 (Castillo‑Rhodes) |
| 2024 total director compensation | $237,998 (Castillo‑Rhodes) |
| 2024 grant detail | 33,259 shares granted on May 7, 2024; GDFV $149,998 |
| Change‑in‑control vesting | All outstanding director restricted/DSU awards fully vest upon Change of Control |
| Ownership guideline | 5× annual Board retainer; all directors compliant as of 12/31/2024 |
Performance Compensation (Directors)
| Performance Metric(s) | Disclosure |
|---|---|
| Metrics tied to director pay | None disclosed; non‑employee director equity grants are time‑based (not performance‑based) and cash components are retainers/meeting fees |
Other Directorships & Interlocks
| Company | Status | Tenure | Notes |
|---|---|---|---|
| Allegiance Bancshares, Inc. | Former public company director | 2020–2022 | No current public company directorships |
No interlocks or related‑party transactions involving Ms. Castillo‑Rhodes were disclosed; OIS reports one related‑person employment tied to an executive’s in‑law, not to Ms. Castillo‑Rhodes. Related‑party transactions require Audit Committee review and are disclosed per policy .
Expertise & Qualifications
- Financial expertise: Past/present CFO; designated audit committee financial expert; high level of financial experience .
- Governance: Extensive board and committee leadership across non‑profit and civic institutions (audit and finance chair roles) .
- Education/certification: B.B.A.; M.B.A.; Certified Public Accountant; Texas Society of CPAs and AICPA member .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 92,765 (<1% of outstanding) as of 3/19/2025 |
| Unvested restricted/DSU awards (12/31/2024) | 33,259 |
| Vested DSUs (12/31/2024) | — |
| Ownership guideline compliance | Company states all directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under company policy |
Governance Assessment
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Strengths and positive signals:
- Independent director with deep financial leadership; audit committee financial expert designation strengthens Audit oversight .
- High engagement: ≥90% attendance; independent executive sessions held four times; independent Chair structure .
- Aligned incentives: Meaningful mandatory equity through annual grants and 5× retainer ownership guideline; all directors compliant .
- Shareholder responsiveness: Say‑on‑pay support of 85% in 2024 indicates generally favorable investor sentiment toward compensation practices .
- Risk controls: Anti‑hedging/pledging policies; formal related‑party review; robust ERM oversight with Audit Committee covering financial/cyber risks .
-
Potential watch items:
- Director equity awards accelerate vesting upon change of control, a common but investor‑scrutinized practice; however, equity is otherwise time‑based and sized moderately at ~$150k annually .
- No current public company board service reduces potential interlock risk; significant non‑profit commitments should be monitored for time demands, though no overboarding concerns are indicated .
Overall, Ms. Castillo‑Rhodes enhances board effectiveness via CFO‑level financial acumen and audit oversight, maintains independence and attendance, and exhibits solid ownership alignment with limited conflict risk based on current disclosures .