Scott Moses
OIL STATES INTERNATIONALAbout Scott (“Philip S.”) Moses
Philip S. Moses is Executive Vice President and Chief Operating Officer of Oil States International (OIS) and a Named Executive Officer in the company’s proxy filings . In 2024, his base salary was $495,000, with an AICP target bonus opportunity equal to 90% of salary; the actual cash incentive paid was $225,513 (46% of salary), driven by EBITDA at $79.1 million versus a $90.4 million target and Cash Flow from Operations at $45.8 million versus a $68.2 million target . Long-term incentives in 2024 included RSUs (102,459 shares; grant-date fair value $625,000) and PSUs (25,615 target units; grant-date fair value $312,503), with PSUs tied to multi-year performance and RSUs vesting ratably over three years . Moses is in compliance with stock ownership guidelines (executive officers: 2x salary requirement), and he beneficially owns 681,922 OIS shares (approximately 1.1% of outstanding), which includes 207,561 time-based restricted shares not yet vested .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Oil States International (OIS) | Executive Vice President & Chief Operating Officer | 2022–2024 (NEO in proxy) | Listed as a Named Executive Officer in the 2022–2024 compensation summaries |
External Roles
No external directorships or roles disclosed in the available filings.
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 495,000 | 937,503 | 434,888 | 25,131 | 1,892,522 |
| 2023 | 492,115 | 937,501 | 521,143 | 72,218 | 2,022,977 |
| 2022 | 454,616 | 937,499 | 818,308 | 8,621 | 2,219,044 |
2024 Cash Incentive (AICP) parameters and payout:
| Item | Value |
|---|---|
| Target incentive opportunity (% of base salary) | 90% |
| AICP target award ($) | 445,500 |
| AICP actual award ($) | 225,513 |
| Total 2024 incentive paid (% of base salary) | 46% |
Performance Compensation
2024 AICP performance design and outcomes:
| Metric | Weight | Target | Actual | Payout Result (%) |
|---|---|---|---|---|
| Consolidated EBITDA ($mm) | 75% | 90.4 | 79.1 | 68% |
| Cash Flow from Operations ($mm) | 25% | 68.2 | 45.8 | 0% |
| Total AICP Payout (% of target) | — | — | — | 51% (for executives) |
2024 Grants (Plan-Based and Equity Participation Plan):
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 2/16/2024 | 102,459 | 625,000 | 33% in each of 2025, 2026, 2027 |
| PSU (target) | 2/16/2024 | 25,615 | 312,503 | 100% on Dec 31, 2026; subject to performance |
| Performance Cash Award (Relative TSR) | 2/16/2024 | N/A | Target $312,500 | Payout schedule linked to Relative TSR; cap at 100% if TSR is negative |
Outstanding equity (as of 12/31/2024):
| Award | Grant Date | Number Outstanding | Market Value ($) | Vesting Details |
|---|---|---|---|---|
| Options | 2/18/2015 | 11,135 | — | Expired 2/18/2025; forfeited |
| RSU | 2/16/2022 | 31,904 | 161,434 | 100% in 2025 |
| PSU | 2/16/2022 | 95,712 | 484,303 | 100% on Dec 31, 2024 (performance certified Jan 9, 2025) |
| RSU | 2/16/2023 | 45,737 | 231,429 | 50% in each of 2025 and 2026 |
| PSU | 2/16/2023 | 34,303 | 173,573 | 100% on Dec 31, 2025; actual measured 58% of target to date |
| RSU | 2/16/2024 | 102,459 | 518,443 | 33% in 2025, 2026, 2027 |
| PSU | 2/16/2024 | 25,615 | 129,612 | 100% on Dec 31, 2026; actual to date 29% of target |
Stock vested in 2024:
| Name | Shares Vested | Pre-Tax Value Realized ($) |
|---|---|---|
| Philip S. Moses | 176,074 | 1,118,630 |
Equity Ownership & Alignment
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Philip S. Moses | 681,922 | 1.1% | Includes 207,561 unvested time-based restricted shares; PSUs excluded |
Ownership guidelines and compliance:
- Executive Officers (Section 16) must hold Company stock equal to 2x base salary; all covered executives were in compliance as of Dec 31, 2024 .
Employment Terms
Executive agreements and severance structure:
- At-will employment; Executive Agreements provide protection upon qualified termination (involuntary not-for-cause, or voluntary for Good Reason) and, if within a specified period after a Change of Control, benefits apply—i.e., double-trigger structure .
- Term: 3 years, automatically extended daily unless non-extension notice; then ends on third anniversary of notice .
- No excise tax gross-up protection for Messrs. Hajdik, Moses, and B. Taylor (company discontinued gross-ups in 2010) .
- “Cause” and “Good Reason” definitions include material reductions in authority/compensation, relocation >50 miles, etc., as detailed in the proxy .
Potential payments upon termination/change of control (as of 12/31/2024):
| Scenario | Cash Severance ($) | Stock Awards ($) | Performance Cash Awards ($) | Health & Welfare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary (not for Cause), no CoC | 940,500 | 1,586,254 | 937,500 | 23,312 | — | 3,487,566 |
| Termination with CoC | 1,881,000 | 1,586,254 | 937,500 | 34,969 | 74,250 | 4,513,973 |
| Disability/Retirement/Death | — | 1,586,254 | 937,500 | — | — | 2,523,754 |
| CoC only (no termination) | — | 1,586,254 | 937,500 | — | — | 2,523,754 |
Plan-level design features impacting retention/alignment:
- Minimum vesting: performance-based awards ≥1 year; time-based awards generally over 3 years (1/3 per year), with acceleration upon death, disability, retirement or Change of Control; limited 5% pool for exceptions .
- Awards subject to Section 16 limitations; tax withholding via share netting permitted .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive was cut to 51% of target due to EBITDA and cash flow underperformance (EBITDA 79.1 vs 90.4; CFFO 45.8 vs 68.2), directly reducing Moses’s payout to 46% of salary .
- Near-term vesting supply: Large RSU tranches vest 33% in 2025/2026/2027 (102,459 from 2024 grant) and 50% in 2025/2026 (45,737 from 2023 grant), plus PSU certifications in 2025 and 2026—these schedules can create predictable windows for potential insider liquidity pressure even absent Form 4 sales .
- Change-of-control economics: Double-trigger treatment and quantified severance (up to $4.5 million including equity and cash awards upon CoC termination) indicate meaningful retention value; no excise tax gross-up reduces shareholder-unfriendly optics .
- Reduced option overhang: Legacy options (11,135) expired/forfeited in Feb 2025, shifting equity mix toward RSUs/PSUs, which typically reduce risk versus options and strengthen retention via multi-year vesting .
- Ownership alignment: Beneficial ownership of 681,922 shares and compliance with 2x salary ownership guidelines support alignment; inclusion of substantial unvested time-based restricted stock underscores ongoing retention hooks .