Robert Potter
OIL STATES INTERNATIONALAbout Robert L. Potter
Independent Chair of Oil States International since August 2018; director since July 2017. Age 74. Former President of FMC Technologies (2012–2013) with a 40+ year career at FMC across sales, operations, and executive leadership; B.A. in Commerce from Rice University; current Advisor to Rice University’s Jones Graduate School of Business; former Chair of Petroleum Equipment & Services Association and former board member of National Ocean Industries Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FMC Technologies, Inc. | President | 2012–2013 | Led global energy technology provider |
| FMC Technologies, Inc. | EVP, Energy Systems | 2010–2012 | Oversaw upstream and downstream portfolio |
| FMC Technologies, Inc. | SVP, Energy Processing & Global Surface Wellhead | 2007–2010 | Multi-plant/global operations leadership |
| FMC Technologies, Inc. | VP, Energy Processing (corporate officer) | 2001–2007 | Downstream businesses post split from FMC Corp |
| FMC Technologies/Corp | Sales & operations management | 1973–2001 | North America, Middle East, Europe, Africa |
| Petroleum Equipment & Services Association | Chair (former) | N/A | Industry leadership |
| National Ocean Industries Association | Director (former) | N/A | Offshore industry advocacy |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| Jones Graduate School of Business, Rice University | Board of Advisors (current) | Academic | N/A |
| Other public company boards | None | — | — |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board-determined independent director ; Independent Chair since Aug 2018 |
| Board role | Non-executive, independent Chair; presided over 4 executive sessions in 2024 |
| Committees | Compensation Committee (member); Nominating, Governance & Sustainability (member) – |
| Attendance | All directors, including Potter, attended ≥90% of Board/committee meetings in 2024; all attended 2024 AGM |
| Separation of roles | Chair and CEO roles split (since IPO) |
| Anti-hedging/pledging | Prohibited for directors and officers |
| Stock ownership guidelines | Directors: 5× annual board retainer; all in compliance at 12/31/2024 – |
| Say-on-Pay support | 85% “For” at 2024 AGM (signal of investor alignment) |
Fixed Compensation
| 2024 Director Compensation Program | Amount (USD) |
|---|---|
| Annual cash retainer | $60,000 |
| Meeting fees (Board/Committee) | $2,000 per meeting |
| Chair of the Board retainer | $100,000 (50% cash / 50% fully-vested stock) |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; NG&S $15,000 |
| Committee member fees | Audit $10,000; Compensation $5,000; NG&S $5,000 |
| Annual equity award | ~$150,000 (restricted stock/DSUs), typically vests by next AGM |
| Robert L. Potter – 2024 Actual | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Summary totals | $142,000 | $199,992 | $341,992 |
| Grant detail (shares; date; FV) | — | 2,029 sh, 3/31/2024; $12,499 | |
| — | 33,259 sh, 5/7/2024; $149,998 | ||
| — | 2,815 sh, 6/30/2024; $12,499 | ||
| — | 2,717 sh, 9/30/2024; $12,498 | ||
| — | 2,470 sh, 12/31/2024; $12,498 | ||
| Note | Chair retainer stock portion total | $49,994 (fully-vested) | — |
Performance Compensation
Directors receive time-based restricted stock or deferred stock units; no performance metrics apply. All outstanding director restricted stock/DSUs fully vest upon a Change of Control; annual awards typically vest on the earlier of one year from grant or the next AGM . Anti-hedging/pledging rules apply to directors .
| Equity Terms (Directors) | Vesting | CoC Treatment | Deferral |
|---|---|---|---|
| Restricted stock/DSUs | Earlier of 1 year or next AGM | Fully vested at CoC | DSUs issuable at elected future date |
Other Directorships & Interlocks
- Current public company boards: None (reduces interlock/conflict risk) .
- No related-party transaction disclosures involving Potter in 2024 (Company discloses one employment relationship tied to another executive) .
Expertise & Qualifications
- Executive leadership; energy/oilfield services; financial and international operations experience; outside board experience .
- Education: Rice University, Commerce degree .
Equity Ownership
| Measure (as of indicated date) | Shares | Notes |
|---|---|---|
| Beneficial ownership (3/19/2025) | 92,954 | <1% of outstanding; excludes DSUs |
| Unvested restricted/DSU awards (12/31/2024) | 33,259 | Unvested at year-end |
| Vested DSU awards (12/31/2024) | 41,178 | Shares issuable at a future date |
| Director ownership guidelines | 5× annual board retainer; all directors in compliance at 12/31/2024 | Alignment positive – |
| Hedging/pledging | Prohibited for directors | Policy-based safeguard |
Insider Trades (Form 4) – 2024–2025
Pattern shows periodic “A – Award” entries (grants) consistent with quarterly Chair retainer stock and annual director equity grants. No open-market purchases (P) or sales (S) reported during 2024–2025.
Note: Data from SEC Form 4 filings; award type and share counts as reported; full dataset 2023–2025 available upon request (company CIK 0001121484; reporting CIK 0001189425).
Governance Assessment
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Strengths
- Independent Chair with deep sector and operating pedigree; clear separation of Chair/CEO roles and robust executive session cadence (4x in 2024) enhance board independence .
- Solid engagement/attendance (≥90% for all directors) and strong Say‑on‑Pay support (85%) support investor confidence .
- Director pay structure balanced: cash + equity with meaningful stock ownership requirements (5× retainer) and anti‑hedging/pledging prohibition; all directors in compliance at year‑end 2024 – .
- No other current public company directorships (reduced interlock risk) and no related‑party transactions disclosed for Potter .
-
Watch items
- Change‑of‑control full vesting of director equity (single‑trigger for directors) is common but can be viewed as investor-unfriendly by some; monitor alignment vs. market norms .
- Equity overhang details and plan expansion will be subject to shareholder scrutiny; shareholders asked to approve Plan share increase in 2025 (context for ongoing director equity) –.
Overall, Potter’s profile, independence, and engagement, coupled with ownership alignment and absence of conflicts, support governance quality and investor confidence at OIS – .