Lloyd Hajdik
OIL STATES INTERNATIONALAbout Lloyd Hajdik
Lloyd A. Hajdik is Executive Vice President, Chief Financial Officer & Treasurer of Oil States International (OIS), age 59. He joined OIS in December 2013 and has served as CFO since May 2016; he is a CPA with a B.B.A. (cum laude) from Texas State University and sits on the Advisory Board of the Energy Workforce & Technology Council . Company performance tied to his compensation includes 2024 revenues of $693 million, Adjusted EBITDA of $77 million, free cash flow of $49 million, and a net debt/Adjusted EBITDA ratio of 0.8x; relative TSR cash awards for the 2022–2024 cycle paid at 67% (33rd percentile), while cumulative EBITDA PSUs for 2022–2024 paid at 200% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oil States International, Inc. | EVP, CFO & Treasurer | May 2016–present | Led finance through credit facility amendment extending maturity to Feb 2028; drove capital returns and deleveraging initiatives . |
| Oil States International, Inc. | SVP, CFO & Treasurer | Dec 2013–May 2016 | Built finance function post-joining; progressed to EVP & CFO . |
| GR Energy Services, LLC | Chief Financial Officer | Sep–Nov 2013 | Short transitional CFO role at private oilfield services entity . |
| Helix Energy Solutions Group, Inc. | Senior VP – Finance & Chief Accounting Officer | Dec 2003–Apr 2013 | Senior finance leadership over a decade in offshore services . |
| NL Industries; Compaq (HP); Halliburton; Cliffs Drilling; Shell Oil | Finance/Accounting roles | — | Progressive finance roles in Houston-based energy/technology companies . |
| Ernst & Young LLP | Audit practice | 1989–1995 | External audit experience foundational to CFO technical rigor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Energy Workforce & Technology Council | Advisory Board Member | — | Industry engagement and policy dialogue . |
| Texas Society of CPAs; AICPA; Financial Executives International | Member | — | Professional affiliations supporting governance and technical standards . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $466,154 | $492,115 | $495,000 |
| Stock Awards ($) | $937,499 | $937,501 | $937,503 |
| Non-Equity Incentive ($) | $839,077 | $521,143 | $434,888 |
| All Other Compensation ($) | $15,822 | $66,559 | $44,973 |
| Total ($) | $2,258,552 | $2,017,318 | $1,912,364 |
| AICP Structure (2024) | Value |
|---|---|
| Base Salary | $495,000 |
| Target Bonus % of Base | 90% |
| Threshold % | 31.5% |
| Overachievement Max % | 180% |
| Actual AICP Award (2024) | $225,513 (46% of base) |
Performance Compensation
| Annual (AICP, 2024) | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Consolidated EBITDA | 75% | $90.4m | $79.1m | 68% |
| Cash Flow from Operations | 25% | $68.2m | $45.8m | 0% |
| Weighted Payout vs Target | — | — | — | 51% |
| Long-term PSUs (Cumulative EBITDA) | 2022–2024 | 2023–2025 | 2024–2026 |
|---|---|---|---|
| Entry (50%) | $132.5m | $214.7m | $206.1m |
| Target (100%) | $176.7m | $286.2m | $274.8m |
| Overachievement (200%) | $220.9m | $357.8m | $343.5m |
| Attainment | $239.1m (200%) | 58% of target (Y2 partial) | 29% of target (Y1 partial) |
| Vesting | 12/31/2024 (cliff) | 12/31/2025 (cliff) | 12/31/2026 (cliff) |
| Long-term Cash (Relative TSR) | 2022–2024 | 2023–2025 | 2024–2026 |
|---|---|---|---|
| Payout Matrix | 25th–75th percentile → 50–200% (≤100% cap if TSR negative) | Same | Same |
| Attainment | 33rd percentile; pays 67% | In progress | In progress |
| Vesting | 12/31/2024 (cash) | 12/31/2025 | 12/31/2026 |
Equity Ownership & Alignment
| Ownership Element | Value |
|---|---|
| Beneficial Ownership (Shares) | 632,268 (1.0% of outstanding) |
| Unvested Time-based Restricted Stock | 207,561 included in beneficial count |
| PSUs Outstanding | 95,712 (2022); 34,303 (2023); 25,615 (2024) at report assumptions |
| Options | 15,230 (exercisable; $42.29 strike), expired 2/18/2025 |
| Stock Ownership Guideline | 2× salary for executive officers; all covered executives in compliance as of 12/31/2024 |
| Anti-Hedging/Pledging | Prohibited for directors and officers (no margin) |
| Key Vesting Schedules (Hajdik) | Units | Vesting |
|---|---|---|
| RS (Granted 2/16/2024) | 102,459 | 33% in each of 2025, 2026, 2027 |
| PSU (Granted 2/16/2024) | 25,615 | 100% on 12/31/2026, subject to performance |
| RS (Granted 2/16/2023) | 45,737 | 50% in each of 2025 and 2026 |
| PSU (Granted 2/16/2023) | 34,303 | 100% on 12/31/2025, subject to performance |
| RS (Granted 2/16/2022) | 31,904 | 100% in 2025 |
| PSU (Granted 2/16/2022) | 95,712 | 12/31/2024 vesting at 200% achieved |
Insider selling pressure analysis: recurring three-year RS installments and cliff PSU/cash vestings create periodic deliverable events (2025–2027) that can increase tradeable float; however, OIS prohibits hedging/pledging, and executives are subject to ownership guidelines, reducing misalignment risks .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Stock Awards (accelerated value) | Performance Cash Awards | Health & Welfare | Outplacement |
|---|---|---|---|---|---|
| Termination (No CoC) | $940,500 | $1,586,254 | $937,500 | $23,312 | — |
| Termination (With CoC, Double Trigger) | $1,881,000 | $1,586,254 | $937,500 | $34,969 | $74,250 |
| Disability/Retirement/Death | — | $1,586,254 | $937,500 | — | — |
| Change of Control (No termination) | — | $1,586,254 | $937,500 | — | — |
- Agreement design: three-year evergreen term (daily auto-extend), double-trigger severance on CoC; no excise tax gross-up for Hajdik (gross-up only in CEO’s legacy agreement); accelerated vesting provisions for equity and specified treatment for performance awards depending on timing; continued benefits and outplacement as specified .
Compensation & Incentives Details
- Annual incentive metrics: 75% Consolidated EBITDA, 25% CFFO; 2024 payouts at 51% of target (EBITDA paid at 68% while CFFO paid 0%) .
- Long-term mix: for Hajdik in 2024, grant date fair value split 50% time-based RS, 50% performance (PSU tied to cumulative EBITDA and cash tied to relative TSR) .
- Clawbacks: SEC/NYSE Recoupment Policy effective Oct 2, 2023 (erroneously awarded performance-based compensation recoverable on restatements), plus broader clawback policy for misconduct-driven misstatements .
- Perquisites: limited; club dues included in “All Other Compensation” ($2,760 for 2024) .
- Say-on-Pay: 85% “FOR” in 2024, with annual advisory frequency .
Deferred Compensation
| Metric (2024) | Amount |
|---|---|
| Executive Contributions | $55,606 |
| Company Match (Deferred Plan) | $25,606 |
| Aggregate Earnings | $154,833 |
| Aggregate Year-end Balance | $917,171 |
Performance & Track Record
- 2024 operational highlights include debt maturity extension to Feb 2028, $14 million in buybacks, net debt reduced to $60 million (0.8x leverage), and maintained Offshore Manufactured Products book-to-bill at 1.0x; execution amid U.S. land weakness supported cash generation and backlog stability .
- CFO governance footprint includes SOX 906 certification of 10-Q (Q3 2025) and execution of the Fifth Amendment to the Credit Agreement (Q2 2025), underscoring financial reporting and capital structure stewardship .
Compensation Peer Group & Benchmarking
- Peer group used for 2024/2025 compensation includes AROC, CLB, DO, XPRO, FET, HLX, INVX, NPKI, OII, PUMP, RES, WTTR, TTI; Compensation Committee does not set percentile goals but compares to peers and market survey data; 2025 program retained 2024 metrics .
Equity Ownership & Governance Policies
- Executive stock ownership guideline: 2× salary; covered executives compliant as of 12/31/2024 .
- Anti-hedging and anti-pledging policy for directors and officers; no margin accounts, short sales, or derivative hedges permitted .
- Equity plan minimum vesting: generally ≥1 year for performance awards and 3-year graded for time-based awards; no option repricing without shareholder approval .
Investment Implications
- Pay-for-performance alignment: annual bonuses and long-term awards tied to EBITDA, cash generation, and relative TSR, with 2024 payouts reflecting below-plan CFFO and sub-target EBITDA, while long-term cumulative EBITDA PSUs delivered 200% for the 2022–2024 cycle—supporting retention and performance incentives through the cycle .
- Retention and selling pressure: meaningful unvested RS (multi-year installments) and cliff PSU/cash events in 2025–2027 can create periodic supply; however, strict anti-hedging/pledging and ownership guidelines mitigate misalignment risks .
- Change-of-control economics: double-trigger structure without excise tax gross-up for the CFO reduces shareholder-unfriendly optics; quantified severance and accelerated award values provide clarity on downside protection vs. potential equity dilution at CoC .
- Governance and execution: CFO’s role in debt extension, deleveraging, and liquidity improvement (with net debt/EBITDA at 0.8x) supports balance-sheet resilience; continued backlog conversion and capital discipline are critical levers for future payout realization and valuation .