Lawrence Dickerson
OIL STATES INTERNATIONALAbout Lawrence R. Dickerson
Independent Class I director of Oil States International since May 2014; age 72. Former Director, President & Chief Executive Officer of Diamond Offshore Drilling with a 34‑year tenure that included prior COO and CFO roles; holds a B.B.A. from the University of Texas. Currently serves as Chair of the OIS Compensation Committee and is designated independent under NYSE standards. Other current public company directorships: Chair of Great Lakes Dredge & Dock Corporation and director at Murphy Oil Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Offshore Drilling, Inc. | President & CEO; previously COO and CFO; Director | Retired March 2014 after 34 years | Led global offshore drilling operations; deep financial and operating oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Lakes Dredge & Dock Corporation | Chair | Current | Not disclosed in OIS proxy |
| Murphy Oil Corporation | Director | Current | Not disclosed in OIS proxy |
Board Governance
- Independence: Board determined Dickerson is independent under NYSE listing standards; OIS has six independent directors out of seven, with independent Chair separate from CEO .
- Committee assignments: Compensation Committee Chair; committee held 4 meetings in 2024; members are independent; responsibilities include CEO pay setting, incentive plan oversight, consultant engagement, pay risk assessment, and succession planning .
- Attendance/Engagement: Each director attended at least 90% of Board and committee meetings in 2024, and all attended the 2024 Annual Meeting; independent directors met in executive session four times in 2024 .
- Compensation Committee report: Signed by Dickerson as Chair on Feb 19, 2025, recommending inclusion of the CD&A .
Fixed Compensation
- Director program (2024): $60,000 annual retainer; $2,000 per Board/committee meeting; Committee Chair retainers—Audit $20,000, Compensation $15,000, Nominating/Governance/Sustainability $15,000; Chair of Board retainer $100,000 (50% cash/50% stock) .
- Dickerson’s 2024 paid amounts: Cash fees $91,000; Total $240,998 (includes equity component below) .
| Component | 2024 Amount |
|---|---|
| Cash fees (retainer, meeting, Comp Chair) | $91,000 |
| Total director compensation | $240,998 |
Performance Compensation
- Structure: Non‑employee director equity is generally restricted stock or deferred stock units awarded annually (~$150,000 grant date value), vesting on the earlier of one year from grant or the next Annual Meeting; directors fully vest upon a change of control .
- Dickerson’s 2024 grant: 33,259 shares/units granted May 7, 2024; grant date fair value $149,998 .
- Outstanding equity at 12/31/2024: Unvested restricted/deferred shares 33,259; Vested deferred stock units 41,178 (delivery deferred to specified future date) .
| Equity Award Detail | Value/Amount | Terms |
|---|---|---|
| 2024 Annual equity grant | 33,259 shares/units; $149,998 grant date fair value | Granted May 7, 2024; vests earlier of 1 year or next AGM |
| Unvested awards (12/31/2024) | 33,259 | Restricted stock/DSUs outstanding |
| Vested DSUs (12/31/2024) | 41,178 | Underlying shares deliverable at elected future date |
| Performance conditions | Not applicable | Director awards are time‑based, not performance‑conditioned |
Other Directorships & Interlocks
| Company | Potential Interlock Consideration |
|---|---|
| Great Lakes Dredge & Dock Corporation (Chair) | No OIS‑disclosed related‑party transactions; standard independence review performed annually . |
| Murphy Oil Corporation (Director) | Upstream operator could be a sector exposure overlap; no OIS‑disclosed related‑party transactions; independence affirmed . |
Expertise & Qualifications
- Executive leadership; energy/oilfield services; high level of financial experience; past CEO and CFO; international operations; outside board experience .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Lawrence R. Dickerson | 53,231 | * | Does not include DSUs; total shares outstanding 62,017,356 as of Mar 19, 2025 . |
| Vested DSUs (not counted above) | 41,178 | — | Vested deferred units; shares issued at future elected date . |
- Director stock ownership guideline: 5× annual board retainer; all directors were in compliance as of Dec 31, 2024 .
- Anti‑hedging/anti‑pledging: Company prohibits directors from hedging and pledging OIS securities; holding in margin accounts is prohibited .
Governance Assessment
Strengths
- Independent director with deep operating and financial expertise; Compensation Committee Chair overseeing pay structure, risk, and succession; committee independence and use of an independent consultant (Meridian; fees $103,000; no conflicts) .
- Strong engagement: ≥90% attendance and participation in executive sessions; stock ownership guidelines met; meaningful equity alignment via annual stock/DSU grants .
- Robust policies: Anti‑hedging/pledging, recoupment/clawback policies, and separated Chair/CEO structure support governance quality .
Watch items
- Multiple outside boards (GLDD Chair; Murphy Oil director) increase time commitments; however, no related‑party transactions involving Dickerson were disclosed, and independence was affirmed .
- Say‑on‑pay results: Supportive but monitored—85% “For” in 2024; 2025 advisory vote passed with 33,654,467 For vs 12,349,902 Against (board‑wide context for his committee oversight) .
RED FLAGS
- None disclosed regarding related‑party transactions, pledging/hedging, attendance, or pay anomalies specific to Dickerson in the latest proxy and meeting results .