Hallie Vanderhider
OIL STATES INTERNATIONALAbout Hallie A. Vanderhider
Independent director since July 2019 (Class III), age 67; Chair of the Audit Committee at Oil States International (OIS). She is a CPA with a B.B.A. in Accounting from the University of Texas at Austin and is designated an “audit committee financial expert.” Prior roles include Managing Director at SFC Energy Partners (2016–2022), Managing Partner at Catalyst Partners (2013–2016), President/COO and prior EVP/CFO at Black Stone Minerals Company, CFO at EnCap Investments (1994–2003), and Chief Accounting Officer at Damson Oil Corp.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| SFC Energy Partners | Managing Director | Jan 2016 – Jun 2022 | Retired in 2022 |
| Catalyst Partners LLC | Managing Partner | Aug 2013 – May 2016 | Merchant banking advisory (energy/technology) |
| Black Stone Minerals Company, L.P. | President, COO and Director; previously EVP/CFO | 10 years (President role beginning 2007) | Led operations and finance for mineral interests company |
| EnCap Investments | Chief Financial Officer | 1994 – 2003 | Private equity CFO experience |
| Damson Oil Corp | Chief Accounting Officer | Not disclosed | Senior accounting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Director | Current | Not disclosed in OIS proxy |
| Noble Midstream Partners LP | Director | 2016 – 2021 | Prior public company directorship |
Board Governance
- Independence: Board determined Ms. Vanderhider is independent under NYSE standards.
- Committee assignments: Audit Committee Chair (members: Vanderhider, Castillo‑Rhodes, Hollek); she is an “audit committee financial expert.”
- Attendance and engagement: Each director attended at least 90% of Board/committee meetings in 2024 and attended the 2024 Annual Meeting; independent directors held four executive sessions in 2024.
- Auditor oversight: Audit Committee dismissed EY and appointed Deloitte as auditor in Feb 2025; no disagreements reported with EY.
| Committee | 2023 Meetings | 2024 Meetings | Role | Financial Expert? |
|---|---|---|---|---|
| Audit | 5 | 5 | Chair | Yes (Vanderhider; also Castillo‑Rhodes) |
Fixed Compensation
- Structure (non-employee directors): Annual retainer $60,000; meeting fee $2,000 per Board/committee meeting; Audit Chair retainer $20,000; annual equity award approx. $150,000; change‑of‑control accelerates vesting; 5× retainer stock ownership guideline (compliance required).
- 2024 actual compensation (Hallie Vanderhider): Fees earned $98,000; stock awards $149,998; total $247,998.
- 2023 actual compensation (Hallie Vanderhider): Fees earned $98,000; stock awards $150,002; total $248,002.
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 98,000 | 98,000 |
| Stock awards ($) | 150,002 | 149,998 |
| Total ($) | 248,002 | 247,998 |
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant date | May 9, 2023 | May 7, 2024 |
| Shares granted (#) | 21,708 | 33,259 |
| Grant date fair value ($) | 150,002 | 149,998 |
| Vesting terms | Earlier of 1 year or next Annual Meeting | Earlier of 1 year or next Annual Meeting |
Performance Compensation
- Directors do not receive performance-based compensation; OIS director equity grants are time-based (restricted stock or deferred stock units) with vesting accelerated upon change of control.
- Company performance metrics (for executive pay oversight by the Board/Compensation Committee):
- Short-term AICP: Consolidated EBITDA (75% weighting) and Cash Flow from Operations (25%); payout weighted average 51% in 2024, 79% in 2023.
- Long-term incentives: Cumulative EBITDA PSUs (absolute metric) and relative TSR cash awards; 2022–2024 PSUs paid at 200%; 2022–2024 TSR paid at 67% of target.
| Metric | 2023 | 2024 |
|---|---|---|
| AICP Weighted Average Payout (%) | 79% | 51% |
| LTIP – 2021–2023 PSUs (Cumulative EBITDA) | 200% payout | — |
| LTIP – 2022–2024 PSUs (Cumulative EBITDA) | — | 200% payout |
| LTIP – 2022–2024 Relative TSR (cash) | — | 67% payout |
Other Directorships & Interlocks
- Current public board: EQT Corporation; prior: Noble Midstream Partners LP (2016–2021).
- Compensation Committee interlocks: None in 2023; Compensation Committee comprised of independent non‑employee directors.
Expertise & Qualifications
- CPA; B.B.A. in Accounting (University of Texas at Austin).
- Prior CFO and high-level financial experience; executive leadership in energy/oilfield services.
- Audit committee financial expert designation.
Equity Ownership
- Stock ownership guideline: Directors must hold shares valued at 5× the annual board retainer; all directors compliant as of Dec 31, 2024.
- Anti‑hedging/anti‑pledging: Directors/officers prohibited from hedging or pledging company stock.
| Ownership Detail | As of 12/31/2023 | As of 12/31/2024 | As of 3/19/2025 |
|---|---|---|---|
| Unvested restricted/deferred stock units (#) | 21,708 | 33,259 | — |
| Vested deferred stock units (#) | — | — | — |
| Beneficial ownership (shares) | — | — | 112,921 (less than 1%) |
| Ownership guideline compliance | Yes (directors in compliance) | Yes (directors in compliance) | — |
Shareholder Support Signals
| Vote Item | Meeting | For | Withheld/Against | Broker Non-Votes |
|---|---|---|---|---|
| Election of Hallie A. Vanderhider (Class III, term to 2028) | 2025 Annual Meeting | 43,806,058 | 2,245,781 (withheld) | 7,291,546 |
| Say‑on‑Pay (Advisory) | 2024 Annual Meeting | 85% of votes cast supported program | — | — |
| Say‑on‑Pay (Advisory) | 2025 Annual Meeting | 33,654,467 For | 12,349,902 Against; 47,470 Abstain | 7,291,546 |
Governance Assessment
- Strengths
- Independent Audit Chair with “financial expert” credential; committee oversees financial reporting, internal controls, cybersecurity, and related‑party reviews—core to investor confidence.
- Strong shareholder support for re‑election in 2025; substantial “For” votes relative to “withheld.”
- High attendance and engagement; directors met attendance thresholds and held multiple executive sessions.
- Alignment policies: strict anti‑hedging/pledging and robust stock ownership guidelines; directors in compliance.
- Potential conflicts/related‑party exposure
- Related person policy and annual reviews in place; a 2024 related person employment (COO’s brother‑in‑law) disclosed and overseen—no disclosures implicate Ms. Vanderhider.
- Watch items (not red flags)
- Auditor transition from EY to Deloitte in 2025 under Audit Committee oversight; no disagreements reported—monitor execution quality through 2025 audit cycle.
Overall, Ms. Vanderhider’s profile—independent status, deep finance background, Audit Chair role, and policy alignment—supports board effectiveness and investor confidence, with no apparent conflicts or pay anomalies in director compensation.