DEF 14A of Oil States International, Inc, Mar 26, 2025

DEF 14A of Oil States International, Inc

Filed Mar 26, 2025 · FY20240001121484-25-000040

Open on EDGAR

  1. The Oil States Board of Directors

    The Oil States Board of Directors Set forth below are the names of, and certain information with respect to, the Company’s directors, including the three (3) nominees for election to the Class III positions on the Board of Directors as of April 1, 2025.

  2. The Oil States Board of Directors

    | | | | | | COMMITTEES | | | | NAME AND PRINCIPAL OCCUPATION | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER CURRENT PUBLIC COMPANY BOARDS | A | C | NG&S | | CLASS III DIRECTORS (NOMINEES TO SERVE UNTIL 2028) | | | | | | | | | Darrell E. Hollek Former Executive Vice President, Operations, Anadarko Petroleum Corporation | 68 | 2018 | | •None | | | | | Robert L. Potter Chair, Oil States International, Inc. Former President FMC Technologies, Inc. | 74 | 2017 | | •None | | | | | Hallie A. Vanderhider Former Managing Director, SFC Energy Partners | 67 | 2019 | | •EQT Corporation | | | | | CLASS I DIRECTORS (TERM EXPIRING IN 2026) | | | | | | | | | Lawrence R. Dickerson Former Director, President and Chief Executive Officer, Diamond Offshore Drilling, Inc. | 72 | 2014 | | •Chair, Great Lakes Dredge & Dock Corporation •Murphy Oil Corporation | | | | | Cindy B. Taylor President and Chief Executive Officer, Oil States International, Inc. | 63 | 2007 | | •AT&T Inc. | | | | | CLASS II DIRECTORS (TERM EXPIRING IN 2027) | | | | | | | | | Denise Castillo-Rhodes Chief Financial Officer, Texas Medical Center | 64 | 2021 | | •None | | | | | E. Joseph Wright Former Director, Executive Vice President and Chief Operating Officer, Concho Resources, Inc. | 65 | 2018 | | •CES Energy Solutions Corp. | | | |

  3. The Oil States Board of Directors

    | A | Audit Committee | C | Compensation Committee | NG&S | Nominating, Governance and Sustainability Committee | | | Chair | | Member | | |

  4. The Oil States Board of Directors

    | | 7 |

  5. The Oil States Board of Directors

    | Director Independence | | Director Composition | | Director Skills and Experience | | | | | | | 1 of our 7 Directors is Hispanic | | | Executive Leadership | | 7 | | | | | | | Financial Experience | | 7 | | | | | | | Energy/Oilfield Services | | 6 | | Director Tenure | | | | | Outside Board Experience | | 6 | | | | | | | International Operations | | 4 | | 0-5 years | 6-11 years | | 12+ years | | | | | | | | | | | Past or Present CFO | | 4 | | | | | | | Past or Present CEO | | 2 | | | | | | Our Directors bring leadership skills and experience in areas relevant to Oil States | | | |

  6. The Oil States Board of Directors

    Oil States has corporate governance policies and guidelines that the Board of Directors believes are consistent with Oil States’ values, and that promote the effective functioning of the Board, its committees and the Company. The Corporate Governance section of this Proxy Statement beginning on page 20 describes our governance framework, which includes the following:

  7. Reported versus Actual Paid Values of Executive Compensation

    Reported versus Actual Paid Values of Executive Compensation The Compensation Committee is committed to targeting reasonable and competitive compensation for the Named Executive Officers. Because a significant portion of the Named Executive Officers’ compensation is at risk (72% to 83% for 2024 as shown above), the target values established at the date of award may vary substantially from the values actually paid from year-to-year, particularly given the highly cyclical nature of the energy services industry. “Reported compensation” is the total compensation that is reported in the Summary Compensation Table of our Proxy Statement which reflects equity awards at grant date values. As further described and detailed under "Pay versus Performance" beginning on page 59, “actual compensation paid” values presented in the tables below were determined in accordance with the requirements of Item 402(v) of Regulation S-K, which requires the Company to make certain adjustments to equity compensation amounts reported in the Summary Compensation Table (including unrealized gains (losses) during the year on unvested equity awards) in an effort to more closely reflect amounts actually earned by the Named Executive Officers. The following table summarizes "reported compensation" values for our Chief Executive Officer and collective average for the other Named Executive Officers, as compared to "actual compensation paid" values for the years ended December 31, 2020, 2021, 2022, 2023 and 2024 (in thousands):

  8. Election of Directors

    Election of Directors The Board of Directors is currently comprised of seven members. The seven members are divided into three classes currently having two members in each of Class I and II, and three members in Class III. Each class is elected for a term of three years, so that the term of one class of directors expires at each Annual Meeting of Stockholders. The term of the three current Class III directors will expire at the Annual Meeting. The term of the Class I directors will expire at the 2026 Annual Meeting of Stockholders and the term of the Class II directors will expire at the 2027 Annual Meeting of Stockholders.

  9. Nominees and Directors Continuing in Office

    Nominees and Directors Continuing in Office Set forth below are the names of, and certain information with respect to, the Company’s directors, including the nominees for election to the Class III positions of the Board of Directors as of April 1, 2025.

  10. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

  11. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    | Age: 68 Director since: June 2018 Independent | Darrell E. Hollek Oil States Board Committees: Audit Nominating, Governance and Sustainability (Chair) Other Current Public Directorships: None | | | | | | Mr. Hollek served as Executive Vice President, Operations of Anadarko Petroleum Corporation (“Anadarko”), an independent oil and natural gas exploration and production company with operations onshore and offshore the United States, and internationally in Africa and South America until he retired in 2017. His responsibilities included U.S. onshore exploration, production and midstream activities along with Gulf of Mexico and international operations. During his 38-year career at Anadarko, Mr. Hollek held a number of senior leadership positions, including Executive Vice President, U.S. Onshore Exploration and Production, Senior Vice President, Deepwater Americas Operations and Vice President of Gulf of Mexico and Worldwide Deepwater Operations. Mr. Hollek holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. | | | | | | Attributes, Skills and Experience | | | | | | | Executive Leadership | | Energy/Oilfield Services | | | | Financial Experience | | International Operations |

  12. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    | | 13 |

  13. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    | Age: 74 Director since: July 2017 Independent Chair since: August 2018 | Robert L. Potter Oil States Board Committees: Compensation Nominating, Governance and Sustainability Other Current Public Directorships: None | | | | | | | | Mr. Potter served as President of FMC Technologies, Inc. (“FMC”), a global provider of technology solutions for the energy industry, from August 2012 until November 2013 when he retired. Mr. Potter joined FMC in 1973 after his graduation from Rice University with a degree in Commerce. He served in a number of sales management roles in North America and overseas (Middle East, Europe, and Africa). Subsequently, he held numerous operations management roles responsible for multiple manufacturing facilities throughout North and South America. In 2001, Mr. Potter was appointed as Vice President of Energy Processing and a corporate officer following FMC Technologies split from FMC Corporation. In this role, Mr. Potter was responsible for multiple global businesses focused on downstream energy applications. In 2007, he was appointed Senior Vice President of Energy Processing and Global Surface Wellhead and then in 2010 to Executive Vice President of Energy Systems where he was responsible for FMC’s upstream and downstream portfolio. Mr. Potter is a former chair of the board for the Petroleum Equipment & Services Association and a former member of the board of directors of the National Ocean Industries Association. He is a current member of the Board of Advisors for the Jones Graduate School of Business at Rice University. | | | | | | | | Attributes, Skills and Experience | | | | | | | | | Executive Leadership | | Energy/Oilfield Services | | Outside Board Experience | | | | Financial Experience | | International Operations | | |

  14. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    | Age: 67 Director since: July 2019 Independent | Hallie A. Vanderhider Oil States Board Committees: Audit (Chair) Other Current Public Directorships: EQT Corporation Former Public Directorships: Noble Midstream Partners LP (2016-2021) | | | | | | | | Ms. Vanderhider served as Managing Director of SFC Energy Partners, a private equity firm, from January 2016 to June 2022, when she retired. Previously, Ms. Vanderhider served as Managing Partner of Catalyst Partners LLC, a merchant banking firm providing financial advisory and capital services to the energy and technology sectors, from August 2013 to May 2016. She served for ten years as President, Chief Operating Officer and member of the board of Black Stone Minerals Company, L.P., where prior to becoming President in 2007, she served as Executive Vice President and Chief Financial Officer. Prior to Black Stone, Ms. Vanderhider served as Chief Financial Officer for EnCap Investments from 1994 to 2003. Before joining EnCap, Ms. Vanderhider served as Chief Accounting Officer of Damson Oil Corp. She received a B.B.A. in Accounting from the University of Texas at Austin and is a Certified Public Accountant. | | | | | | | | Attributes, Skills and Experience | | | | | | | | | Executive Leadership | | Energy/Oilfield Services | | Past CFO | | | | High Level of Financial Experience | | Outside Board Experience | | |

  15. Nominees for Election at the Annual Meeting for a Term Expiring in 2028 (Class III Directors)

    | 14 | 2025 Proxy Statement |

  16. Directors Continuing in Office

    Directors Continuing in Office

  17. Class I Directors (Term Expiring in 2026)

    Class I Directors (Term Expiring in 2026)

  18. Class I Directors (Term Expiring in 2026)

    | Age: 72 Director since: May 2014 Independent | Lawrence R. Dickerson Oil States Board Committees: Compensation (Chair) Other Current Public Directorships: Great Lakes Dredge & Dock Corporation Murphy Oil Corporation | | | | | | | | Mr. Dickerson retired in March 2014 as President and Chief Executive Officer of Diamond Offshore Drilling, Inc., an offshore drilling company. During his 34-year career at Diamond, Mr. Dickerson held a number of senior positions, including Chief Operating Officer and Chief Financial Officer. He holds a B.B.A. from the University of Texas. | | | | | | | | Attributes, Skills and Experience | | | | | | | | | Executive Leadership | | Energy/Oilfield Services | | Past CEO | | | | High Level of Financial Experience | | International Operations | | Past CFO | | | | Outside Board Experience | | | | |

  19. Class I Directors (Term Expiring in 2026)

    | Age: 63 Director since: May 2007 | Cindy B. Taylor Oil States Board Committees: None Other Current Public Directorships: AT&T Inc. | | | | | | | | Ms. Taylor is the Chief Executive Officer and President of Oil States and is a member of the Company’s Board of Directors. She has held these positions for 17 years since assuming the role in May 2007. From May 2006 until May 2007, Ms. Taylor served as President and Chief Operating Officer of Oil States and served as Senior Vice President—Chief Financial Officer and Treasurer prior to that. From August 1999 to May 2000, Ms. Taylor was the Chief Financial Officer of L.E. Simmons & Associates, Incorporated. Ms. Taylor served as the Vice President—Controller of Cliffs Drilling Company from July 1992 to August 1999 and held various management positions with Ernst & Young LLP, a public accounting firm, from January 1984 to July 1992. Ms. Taylor has been a director of the Federal Reserve Bank of Dallas since January 2020 and previously served as a director of the Federal Reserve Bank's Houston Branch from 2018 to 2019. She received a B.B.A. in Accounting from Texas A&M University and is a Certified Public Accountant. | | | | | | | | Attributes, Skills and Experience | | | | | | | | | Executive Leadership | | Energy/Oilfield Services | | Present CEO | | | | High Level of Financial Experience | | International Operations | | Past CFO | | | | Outside Board Experience | | | | |

  20. Class I Directors (Term Expiring in 2026)

    | | 15 |

  21. Class II Directors (Term Expiring in 2027)

    Class II Directors (Term Expiring in 2027)

  22. Class II Directors (Term Expiring in 2027)

    | Age: 64 Director since: May 2021 Independent | Denise Castillo-Rhodes Oil States Board Committees: Audit Other Current Public Directorships: None Former Public Directorships: Allegiance Bancshares, Inc. (2020-2022) | | | | | | Ms. Castillo-Rhodes is Chief Financial Officer of Texas Medical Center, where she oversees investments, accounting, finance, risk management and tax compliance. Ms. Castillo-Rhodes also serves as secretary of the board and chair of the Audit & Finance committee for Thermal Energy Corporation and as a director for the TMC Library and Texas Medical Center Hospital Laundry Co-Op, all of which are member institutions of Texas Medical Center. Ms. Castillo-Rhodes has served Texas Medical Center in this capacity since 2004. Prior to becoming Chief Financial Officer, from 2002-2004, Ms. Castillo-Rhodes served as Vice President and Controller for Texas Medical Center. Prior to joining Texas Medical Center, Ms. Castillo-Rhodes served as Controller for Nabisco’s Manufacturing Facility in Houston. Ms. Castillo-Rhodes is a Trustee for the City of Houston’s Municipal Employee Pension System and in 2022 was appointed by Governor Abbott to serve on the Governor's Commission for Women. Ms. Castillo-Rhodes holds a Bachelor of Business Administration from the University of Texas at El Paso and a Master of Business Administration from the University of St. Thomas. She is a Certified Public Accountant and is a member of the Texas Society of Certified Public Accountants and American Institute of Certified Public Accountants. | | | | | | Attributes, Skills and Experience | | | | | | | Executive Leadership | | Outside Board Experience | | | | High Level of Financial Experience | | Present CFO |

  23. Class II Directors (Term Expiring in 2027)

    | 16 | 2025 Proxy Statement |

  24. Class II Directors (Term Expiring in 2027)

    | Age: 65 Director since: May 2018 Independent | E. Joseph Wright Oil States Board Committees: Compensation Nominating, Governance and Sustainability Other Current Public Directorships: CES Energy Solutions Corp. Former Public Directorships: Concho Resources Inc. (2017-2021) | | | | | | Since February of 2021, Mr. Wright has served as an independent partner of Geneses Capital Management, LLC. In January 2019, Mr. Wright retired from Concho Resources Inc. (“Concho”), an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties, where he most recently served as Executive Vice President and Chief Operating Officer. He served as a director of Concho from May 2017 to January 2021. Since joining Concho from its formation in 2004, Mr. Wright held a variety of leadership positions, including Senior Vice President and Chief Operating Officer and Vice President of Engineering and Operations. As Executive Vice President and Chief Operating Officer, he oversaw Concho’s drilling and completion programs, as well as its government, regulatory affairs and human resources functions. Prior to Concho, Mr. Wright was Vice President of Operations and Engineering of Concho Oil & Gas Corp. from its formation in 2001 until its sale in 2004. From 1997 to 2001, he was Vice President of Operations of Concho Resources Inc., a predecessor company to Concho Oil & Gas Corp. Mr. Wright has also worked in several operations, engineering and capital markets positions at Mewbourne Oil Company. He holds a Bachelor of Science degree in Petroleum Engineering from Texas A&M University. | | | | | | Attributes, Skills and Experience | | | | | | | Executive Leadership | | Energy/Oilfield Services | | | | Financial Experience | | Outside Board Experience |

  25. Class II Directors (Term Expiring in 2027)

    | | 17 |

  26. Director Compensation

    Director Compensation We compensate each non-employee director for service on the Board of Directors. The Compensation Committee reviews director compensation on an annual basis. No changes to the director compensation program were made in 2024. Non-employee director compensation (paid quarterly, except for the annual equity award) for 2024 was:

  27. Director Compensation

    | 2024 COMPENSATION ELEMENTS | AMOUNT ($) | | Annual Retainer | 60,000 | | Attendance Fee for each Board and Committee Meeting | 2,000 | | Chair of the Board Annual Retainer (paid 50% in cash and 50% in fully-vested shares of Company common stock) | 100,000 | | Annual Retainer: Audit Committee Chair | 20,000 | | Audit Committee Member | 10,000 | | Annual Retainer: Compensation Committee Chair | 15,000 | | Compensation Committee Member | 5,000 | | Annual Retainer: Nominating, Governance and Sustainability Committee Chair | 15,000 | | Nominating, Governance and Sustainability Committee Member | 5,000 | | Annual Equity Award (approximate value of award on date of grant) | 150,000 |

  28. Director Compensation

    To align the non-employee directors’ compensation with the financial interests of our stockholders, a significant portion of their compensation is generally paid in the form of restricted stock or deferred stock unit awards. Newly elected or appointed non-employee directors receive restricted stock awards of the Company’s common stock valued at approximately $150,000 after their initial election or appointment. Non-employee directors generally receive additional restricted stock or deferred stock unit awards valued at approximately $150,000 at each annual meeting of stockholders after which they continue to serve. The non-employee directors’ restricted stock and deferred stock unit awards vest on the earlier of one year from the date of grant or the date of the next Annual Meeting of Stockholders. Upon vesting, the restricted stock is released to the director. If a director elects to defer the issuance of common stock related to the restricted deferred stock unit award to a specified future date, the underlying common stock is not issued to the director until such date. Directors will be fully vested in all outstanding restricted stock and deferred stock units in the event of the occurrence of a “Change of Control.” Non-employee directors are subject to the Company’s stock ownership and retention guidelines pursuant to which they are expected to retain restricted stock or deferred stock unit award shares remaining, after payment of applicable taxes, valued at five times the annual board retainer amount until retirement or until leaving the Board of Directors. Directors are required to achieve their ownership guideline within five years from inclusion in the program and continue to maintain and hold the level of stock ownership as long as they are directors of the Company. All directors were in compliance with the ownership guidelines as of December 31, 2024.

  29. Director Compensation

    | | 29 |

  30. Director Compensation

    Stock that counts toward satisfaction of the stock ownership and retention guidelines includes: •Company shares owned outright (i.e. open market purchases) by the director or his or her immediate family members residing in the same household; •Shares owned indirectly by the director (e.g., by a spouse or other immediate family member or a trust for the benefit of the director or his or her family), whether held individually or jointly; and •Time-based restricted stock and deferred stock units granted to the director under the Company’s long-term equity incentive plan. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or committees and for other reasonable expenses related to the performance of their duties as directors, including attendance at pertinent continuing education programs and training. The Company maintains a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) that permits eligible employees and directors to elect to defer all or a part of their cash compensation (base and/or incentives) from the Company until the termination of their status as an employee or director, or in the event of a change of control. Directors who elect to participate in the Deferred Compensation Plan do not receive any matching contributions. Additional details regarding the Deferred Compensation Plan are contained within the sections below titled “Deferred Compensation” and “Nonqualified Deferred Compensation.” The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2024. Ms. C. Taylor, who served as a member of our Board of Directors during 2024, did not receive any additional compensation for her service on the Board. All compensation provided to Ms. C. Taylor with respect to the 2024 year is reflected withing the Summary Compensation Table on page 48.

  31. Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($) | | Denise Castillo-Rhodes | 88,000 | 149,998 | 237,998 | | Lawrence R. Dickerson | 91,000 | 149,998 | 240,998 | | Darrell E. Hollek | 107,000 | 149,998 | 256,998 | | Robert L. Potter | 142,000 | 199,992 | 341,992 | | Hallie A. Vanderhider | 98,000 | 149,998 | 247,998 | | E. Joseph Wright | 92,000 | 149,998 | 241,998 |

  32. Director Compensation

    (1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock and deferred stock unit awards granted in 2024, calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 12 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K for information regarding the assumptions relied upon for this calculation. These amounts reflect our accounting expense for these awards, and do not necessarily correspond to the actual value that may be realized by the directors. (2)The grant date fair values of the restricted stock and deferred stock unit awards for the year ended December 31, 2024 were as follows:

  33. Director Compensation

    | NAME | GRANT DATE | STOCK AWARDS # | GRANT DATE FAIR VALUE ($) | | Denise Castillo-Rhodes | May 7, 2024 | 33,259 | 149,998 | | Lawrence R. Dickerson | May 7, 2024 | 33,259 | 149,998 | | Darrell E. Hollek | May 7, 2024 | 33,259 | 149,998 | | Robert L. Potter | March 31, 2024(a) | 2,029 | 12,499 | | | May 7, 2024 | 33,259 | 149,998 | | | June 30, 2024(a) | 2,815 | 12,499 | | | September 30, 2024(a) | 2,717 | 12,498 | | | December 31, 2024(a) | 2,470 | 12,498 | | Hallie A. Vanderhider | May 7, 2024 | 33,259 | 149,998 | | E. Joseph Wright | May 7, 2024 | 33,259 | 149,998 |

  34. Director Compensation

    (a)Mr. Potter’s stock award total includes $49,994 of the Company’s fully-vested stock issued as part of his fees as Chair of the Board of Directors for 2024. As of December 31, 2024, the aggregate number of unvested restricted stock and deferred stock unit awards and vested deferred stock unit awards (which underlying stock will not be issued until a future specified date elected by the director, as applicable) held by non-employee directors was as follows:

  35. Director Compensation

    | NAME | UNVESTED RESTRICTED STOCK AND DEFERRED STOCK UNIT AWARDS # | VESTED DEFERRED STOCK UNIT AWARDS # | | Denise Castillo-Rhodes | 33,259 | — | | Lawrence R. Dickerson | 33,259 | 41,178 | | Darrell E. Hollek | 33,259 | — | | Robert L. Potter | 33,259 | 41,178 | | Hallie A. Vanderhider | 33,259 | — | | E. Joseph Wright | 33,259 | — |

  36. Director Compensation

    | 30 | 2025 Proxy Statement |

  37. Summary of Incentive Compensation

    | 2024 Corporate Short-term Incentive Award Results | | | | | | METRIC | METRIC WEIGHT | ATTAINMENT | PAYOUT % | WEIGHTED PAYOUT % | | Consolidated EBITDA | 75% | 88% | 68% | 51% | | Consolidated Cash Flow From Operations | 25% | 67% | —% | —% | | Weighted Average Payout | | | | 51% | | Long-term Incentive Award Results for 2022-2024 Performance Period | | | | | | METRIC | METRIC WEIGHT | ATTAINMENT | PAYOUT % | WEIGHTED LONG-TERM PAYOUT % | | Performance-Based Cash: | | | | | | Three-year Relative TSR Payout | 50% | 33rd percentile | 67% | 34% | | Performance-Based Stock: | | | | | | Three-year Cumulative EBITDA Payout | 50% | 135% | 200% | 100% | | Weighted Average Payout | | | | 134% |

  38. 2025 Executive Compensation Preview

    2025 Executive Compensation Preview During 2024, the Compensation Committee, the committee’s independent consultant and management reviewed the design of the short- and long-term incentive compensation programs. The purpose of the review was to evaluate program design and determine if the current metrics required adjustment to motivate long-term sustainable performance, better align executive and stockholder interests and reward for performance. No material changes were made to our short-term or long-term incentive metrics for 2025.

  39. Compensation Comparisons Relative to Market

    Compensation Comparisons Relative to Market The Compensation Committee establishes executive compensation based primarily on a review of the executive’s performance and compensation history while taking into account corporate performance and stockholder returns. In the exercise of its duties, the Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies; however, the Compensation Committee does not set percentile goals against comparison data for purposes of determining executive compensation levels. The Compensation Committee considers the market to consist of both the oilfield services industry and geographic markets in which the Company competes for executive talent. Compensation data is periodically obtained for a selected peer group approved by the Compensation Committee consisting of energy services companies of comparable size and business complexity. In selecting comparison companies, the Compensation Committee considered various factors including each company’s participation in the energy services sector as well as annual revenues, assets, enterprise value, market capitalization, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees. The selected peer companies change from time to time to ensure their continued appropriateness for comparative purposes. The Compensation Committee reviews the compensation programs for comparable positions at similar corporations with which the Company competes for executive talent, and also considers relative internal equity within its executive pay structure. This approach allows the Compensation Committee to respond to changing business conditions and to manage salaries and incentives more evenly over an individual’s career. In evaluating the peer group and other comparison data for compensation purposes, the Compensation Committee neither bases its decisions on quantitative relative weights of various factors, nor follows mathematical formulas. Rather, the Compensation Committee exercises judgment after considering the factors it deems relevant. The Compensation Committee has engaged Meridian Compensation Partners (the “Consultant”) to, among other things, assess the reasonableness of the peer group of companies used for comparison purposes (more about the Compensation Committee’s relationship with the Consultant is discussed below). At the request of the Compensation Committee in August 2023, the Consultant recommended a list of 13 publicly traded companies as the peer group for comparison purposes of reviewing 2024 compensation decisions (collectively, the “Peer Group”). The Peer Group for the 2024 compensation program was comprised of 11 of the 13 original companies utilized in the peer group for 2023, reflecting the removal of Helmerich & Payne, Inc. (due to its larger size and concentrated U.S. operations) and NexTier Oilfield Solutions, Inc. (due to the merger with Patterson-UTI Energy). Additions to the Peer Group included Diamond Offshore Drilling, Inc. which is a reasonable size comparator with offshore operations and ProPetro Holding Corp., also a reasonable size comparator. In September 2024, the Compensation Committee reviewed the Company's Peer Group for the 2025 compensation program and determined no changes were required. The Peer Group identified for purposes of both the 2024 and 2025 compensation programs is reflected below:

  40. Compensation Comparisons Relative to Market

    | 2024 AND 2025 PEER GROUP | | | AROC | Archrock, Inc. | | CLB | Core Laboratories Inc. | | DO | Diamond Offshore Drilling, Inc. (1) | | XPRO | Expro Group Holdings N.V. | | FET | Forum Energy Technologies, Inc. | | HLX | Helix Energy Solutions Group, Inc. | | INVX | Innovex International, Inc.(2) | | NPKI | NPK International, Inc. (3) | | OII | Oceaneering International, Inc. | | PUMP | ProPetro Holding Corp. | | RES | RPC, Inc. | | WTTR | Select Water Solutions, Inc. | | TTI | TETRA Technologies, Inc. |

  41. 2024 Target Compensation Mix

    When designing incentives, the Compensation Committee employs selected performance metrics to ensure a strong link between executive compensation and performance. Metrics such as Adjusted EBITDA, cash flow from operations, free cash flow, average liquidity levels and relative stock price performance have been used in the past to align compensation to Company performance. In terms of 2024 grant date fair value awarded under our long-term incentive program, 25% was awarded in the form of cliff-vesting performance-based stock awards, 25% was awarded in the form of cliff-vesting performance-based cash awards and 50% was awarded in the form of time-based restricted stock awards to our Chief Executive Officer and our other Named Executive Officers (see page 49), with the exception of Mr. B. Taylor, who was awarded 67% in the form of a time-based restricted stock award and 33% in the form of a time-based cash award. Ms. C. Taylor provides the Compensation Committee with input regarding the performance of other Company executives and makes compensation recommendations with respect to these individuals. In light of market data and analysis and other factors noted above, the Compensation Committee makes an independent judgement with respect to compensation levels for each of Ms. C. Taylor's Named Executive Officers direct reports. Ms. C. Taylor does not provide input or participate in the review or determination of her own compensation. An explanation of the individual pay elements of our executive officer compensation program and the impact of performance on each element is summarized below.

  42. Reported versus Actual Paid Values of Executive Compensation

    Reported versus Actual Paid Values of Executive Compensation The Compensation Committee is committed to targeting reasonable and competitive compensation for the Named Executive Officers. Because a significant portion of the Named Executive Officers’ compensation is at risk (72% to 83% for 2024 as shown above), the target values established at the date of award may vary substantially from the values actually paid from year-to-year. “Reported compensation” is the total compensation that is reported in the Summary Compensation Table of our Proxy Statement which reflects equity awards at grant date values. As further described and detailed under Pay versus Performance beginning on page 59, “actual compensation paid” values presented in the tables below were determined in accordance with the requirements of Item 402(v) of Regulation S-K, which requires the Company to make certain adjustments to equity compensation amounts reported in the Summary Compensation Table (including unrealized gains (losses) during the year on unvested equity awards) in an effort to more closely reflect amounts actually earned by the Named Executive Officers. The following tables summarize "reported compensation" values for our Chief Executive Officer and collective average for the other Named Executive Officers, as compared to "actual compensation paid" values for the years ended December 31, 2020, 2021, 2022, 2023 and 2024 (in thousands):

  43. Short-term Incentives

    Short-term Incentives The Company’s Annual Incentive Compensation Plan (“AICP”) is performance-based and provides executives with direct financial incentives in the form of annual cash bonuses based on the Company's performance. Annual incentive awards are linked to the achievement of pre-determined quantitative performance goals and are designed to place a significant portion of the executive’s total compensation at risk. The purpose of the AICP is to: •provide focus on the attainment of annual goals that lead to long-term success of the Company; •provide annual performance-based cash incentive compensation; •motivate achievement of critical annual financial performance metrics; and •motivate employees to continually improve Company-wide and business unit performance. The AICP is based upon metrics set by the Compensation Committee with input from management that it believes are consistent with creating stockholder value. The goals and objectives have been 100% weighted in recent years toward financial objectives for executive officers and goals that management and the Board of Directors believe will drive Company performance and protect its financial health and liquidity. Under the AICP, an incentive target percentage is established for each executive officer based upon, among other factors, the Compensation Committee’s review of publicly available competitive compensation data for that position, level of responsibility, past performance and ability to impact the Company’s success. Achieving results which exceed a minimum, or threshold, level of performance triggers an AICP payout. Performance at or below the threshold results in no AICP award. Target performance is earned when an executive achieves 100% of their AICP performance objective(s). Overachievement is the performance level at which short-term incentive compensation is maximized. If the performance results fall between the threshold level and the target level, 35-100% of the AICP target amount will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the overachievement level, 100-200% of the AICP target amount will be paid out proportionately to the distance such performance results fall between the two levels. The 2024 award opportunities, expressed as a percentage of eligible AICP earnings (i.e. annual base salary), for our Chief Executive Officer and other Named Executive Officers are outlined below:

  44. Short-term Incentives

    | | 2024 AWARD OPPORTUNITIES | | | | | THRESHOLD | TARGET(1) | OVERACHIEVEMENT | | Cindy B. Taylor | 40.25% | 115% | 230% | | Lloyd A. Hajdik | 31.5% | 90% | 180% | | Philip S. Moses | 31.5% | 90% | 180% | | Brian E. Taylor | 17.5% | 50% | 100% |

  45. Short-term Incentives

    (1)Target percentages were held constant during 2024. As shown in the table above, the maximum AICP overachievement percentage (payout) is limited to twice the target level percentage which helps mitigate the potential for excessive risk taking. In addition, targets and goals are adjusted upward to incorporate material acquisitions (if any) which also limits excessive risk taking. The Compensation Committee is responsible for approving the AICP performance objectives based on recommendations made by the Chief Executive Officer. The Compensation Committee sets performance goals that are measurable and quantifiable. Performance measures are selected and weighted by management and the Compensation Committee annually to give emphasis to performance criteria that drive Company performance and for which participants have influence. The Compensation Committee has established “earnings before interest, taxes, depreciation and amortization expense” (“EBITDA”) as a primary corporate financial performance objective for each executive officer in recent years. The EBITDA and other financial objectives are generally set based on the Company's annual operating plan approved by the Board of Directors. For 2024, all Named Executive Officers had 75% of their objective based on consolidated EBITDA and 25% of their objective based upon consolidated cash flow from operations ("CFFO"). The 2024 EBITDA target was 5% above 2023 actual results and the 2024 CFFO target was increased 17% above the prior-year target and 20% above 2023 actual results, thereby creating stretch goals for management. At the end of each year, the Compensation Committee reviews the performance results of the Company and the total incentive awards to be paid to each Named Executive Officer based on the level of achievement of the AICP performance objectives. Actual incentive plan payments under the AICP in 2024 were based upon the level of Company achievement of the related quantitative financial goals and objectives. The following tables present the Company’s AICP results for each of our Named Executive Officers, together with relevant weightings of the various components and payouts achieved. The following table presents the 2024 AICP performance objective goals together with the corresponding actual performance achieved.

  46. Short-term Incentives

    | | 39 |

  47. Short-term Incentives

    | | 2024 AICP PERFORMANCE OBJECTIVE GOALS | | | (IN MILLIONS) | CONSOLIDATED EBITDA(1) (75% WEIGHTING) ($) | CONSOLIDATED CASH FLOW FROM OPERATIONS(2) (25% WEIGHTING) ($) | | Threshold | 67.8 | 51.2 | | Target | 90.4 | 68.2 | | Maximum | 113.0 | 85.3 | | Actual Performance | 79.1 | 45.8 | | Payout Achieved (%) | 68% | —% |

  48. Short-term Incentives

    (1)The consolidated EBITDA target established for 2024 of $90.4 million was approved by the Board of Directors as part of the annual budgeting process. See Appendix A for discussion and reconciliation of non-GAAP financial measures. (2)The consolidated cash flow from operations target established for 2024 was approved by the Board of Directors at $68.2 million.

  49. Short-term Incentives

    | | | FINANCIAL OBJECTIVES | | | | | | | | | CONSOLIDATED EBITDA | | CONSOLIDATED CASH FLOW FROM OPERATIONS | | | | | | TARGET INCENTIVE OPPORTUNITY AS % OF BASE SALARY | WEIGHT (%) | PAYOUT RESULT (%) | WEIGHT (%) | PAYOUT RESULT (%) | TOTAL 2024 INCENTIVE PAID AS % OF BASE SALARY | TOTAL 2024 INCENTIVE PAYOUT AS % OF TARGET | | Cindy B. Taylor | 115% | 75 | 68 | 25 | — | 59% | 51% | | Lloyd A. Hajdik | 90% | 75 | 68 | 25 | — | 46% | 51% | | Philip S. Moses | 90% | 75 | 68 | 25 | — | 46% | 51% | | Brian E. Taylor | 50% | 75 | 68 | 25 | — | 26% | 51% |

  50. Short-term Incentives

    | | AICP TARGET AWARD ($) | AICP ACTUAL AWARD ($) | % OF BASE SALARY | | Cindy B. Taylor | 1,063,750 | 538,473 | 59% | | Lloyd A. Hajdik | 445,500 | 225,513 | 46% | | Philip S. Moses | 445,500 | 225,513 | 46% | | Brian E. Taylor | 175,100 | 88,636 | 26% |

  51. Short-term Incentives

    | 40 | 2025 Proxy Statement |

  52. Long-term Incentives

    Long-term Incentives Equity-Based Incentives—The Company makes certain stock-based awards under its Amended and Restated Equity Participation Plan (the “Equity Participation Plan”) to better align the interests of executive officers with those of stockholders and to provide retention incentives. Specifically, the plan’s purposes are to: •place a significant percentage of executive compensation at risk; •enable the Company to obtain and retain the services of executives considered essential to its long-term success by offering them an opportunity to own stock in the Company; and •provide an additional incentive for executives to further the growth, development and financial success of the Company by personally benefiting through ownership of Company stock and/or rights. The Equity Participation Plan provides for the grant of any combination of: •restricted stock awards; •performance-based awards; •deferred stock units; •stock options; •stock payments or phantom stock awards; and •dividend equivalents. The Equity Participation Plan provides for minimum vesting periods of one year for performance-based awards and three years for tenure-based awards, except for a small percentage of the authorized shares available for awards under the Equity Participation Plan. Vesting may occur earlier than the minimum vesting periods with respect to no more than 5% of shares cumulatively authorized under the Equity Participation Plan. Time-based restricted stock awards generally vest in equal installments over a three-year period. In determining appropriate awards, the Compensation Committee annually reviews each executive’s past performance and experience, his or her position and ability to contribute to the future success and growth of the Company, time in the current job, base compensation and competitive market data. The Compensation Committee also takes into account the risk of losing the executive to other employment opportunities and the value and potential for appreciation in the Company’s stock. The Compensation Committee also takes into consideration that, unlike some peer companies, the Company has no defined benefit retirement plan nor any supplemental executive retirement benefits or similar arrangements. The Compensation Committee believes that the current program of time-based restricted stock awards, and, in certain circumstances, cliff-vesting performance-based stock and cash awards, along with significant vesting requirements, are an effective method of reinforcing the long-term nature of the Company’s business, in creating retention incentives and in reinforcing alignment with stockholder interests. Higher-level positions will generally have a greater percentage of their total compensation at risk and based on longer-term incentives which are performance-based. The size of long-term incentive grants will vary from year to year and reflect a variety of factors including, among others, competitive market practices, retention priorities, total previous grants, current stock valuation, estimated impact on future earnings, and individual, segment and Company-wide performance. The Compensation Committee determines the award level for Named Executive Officers, if any, on an annual basis (usually at its February meeting). In 2024, each of the Named Executive Officers received a combination of grants weighted in terms of grant date value, 50% to time-vesting restricted stock awards and 50% to cliff-vesting performance-based awards, except for Mr. B. Taylor, who was awarded 67% in the form of a time-vesting restricted stock award and 33% in the form of a time-vesting cash-based award. We believe the inclusion of performance-based awards adds incentive for continued performance and enhances the Company’s ability to attract and retain talented executives in an increasingly competitive marketplace and benefits stockholders. The Compensation Committee weighs the cost to stockholders of these grants against their potential benefit as an incentive, retention and compensation tool. Stock Awards. Restricted stock awards were made to the Named Executive Officers on February 16, 2024. These awards vest in three equal installments on each annual anniversary of the grant date (so that the awards will be 100% vested on February 16, 2027), provided the Named Executive Officer remains an employee continuously from the date of grant through the applicable vesting date. There is no program, plan or practice to time the award of restricted stock to Named Executive Officers in coordination with the release of material non-public information. Except in special circumstances, equity grants are made to employees annually at the time of the Board of Directors’ February meeting. Named Executive Officers and directors are expressly prohibited from trading options or any derivative type of contract related to the Company's stock. Performance-Based Awards. The performance-based awards represent the right to receive shares of the Company’s common stock or cash in the future, subject to forfeiture conditions and achieving the identified performance objectives. The performance-based stock awards do not entitle their recipient to the right to vote, receive dividends or to any other privileges or rights of a stockholder of the Company until such time as shares of Company common stock are delivered to the recipient following vesting of the awards and achievement of the performance criteria. The vesting of performance-based awards is contingent upon the Named Executive Officer’s continued employment with us through the specified vesting date and our achievement of predefined performance metrics generally covering a three-year measurement period. Depending on the level of performance achieved, our Named Executive Officers may earn between 0% and 200% of the targeted value covered by the award. Upon the occurrence of certain events, such

  53. Long-term Incentives

    | | 41 |

  54. Long-term Incentives

    as a change in control or specified employment termination scenarios, vesting of the performance-based awards (equity and cash) may be accelerated. The Company utilizes a combination of relative and absolute metrics in the composition of the long-term incentive award value in the form of performance-based awards. The 2024 performance-based awards were divided into two components: a performance-based stock award based on the achievement of a predefined cumulative EBITDA (an absolute growth measure), and a performance-based cash award based on Relative Total Stockholder Return ("Relative TSR") compared to our Peer Group. Cumulative EBITDA refers to the sum of EBITDA amounts for each of the three calendar years in the performance period. This performance metric is an absolute rather than a relative performance measure. Relative TSR performance-based awards granted by the Compensation Committee were a cash-based award to more closely correlate the level of benefit granted to recipients to amounts expensed in our financial statements. Potential payouts related to performance-based cash awards based on Relative TSR are capped at target if Relative TSR is negative over the performance period. The tables below summarize the predefined performance criteria and the shares earned or cash received based on results achieved over the three-year performance period. Performance matrices provide for graduated award levels when the measure achievement falls between the minimum and maximum levels.

  55. Performance-Based Absolute Award Criteria

    | 2022 PERFORMANCE SHARE UNIT GRANTS(1) (JANUARY 1, 2022 TO DECEMBER 31, 2024 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED) | | | | ≥$220.9 million | Overachievement | 200% | | $176.7 million | Target | 100% | | $132.5 million | Entry | 50% | | <$132.5 million | Non Qualifying | — |

  56. Performance-Based Absolute Award Criteria

    | 2023 PERFORMANCE SHARE UNIT GRANTS(2) (JANUARY 1, 2023 TO DECEMBER 31, 2025 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED) | | | | ≥$357.8 million | Overachievement | 200% | | $286.2 million | Target | 100% | | $214.7 million | Entry | 50% | | <$214.7 million | Non Qualifying | — |

  57. Performance-Based Absolute Award Criteria

    | 2024 PERFORMANCE SHARE UNIT GRANTS(3) (JANUARY 1, 2024 TO DECEMBER 31, 2026 PERFORMANCE PERIOD) CUMULATIVE EBITDA PERFORMANCE AWARD AS % OF GRANT VALUE (STOCK-BASED) | | | | ≥$343.5 million | Overachievement | 200% | | $274.8 million | Target | 100% | | $206.1 million | Entry | 50% | | <$206.1 million | Non Qualifying | — |

  58. Performance-Based Relative Award Criteria

    | 2022(1) , 2023(2) and 2024(3) PERFORMANCE BASED RELATIVE TSR PERFORMANCE AWARD AS % OF GRANT VALUE (CASH-BASED) | | | | 75th Percentile | Top | 200% | | 50th Percentile | Middle | 100% | | 25th Percentile | Bottom | 50% | | <25th Percentile | Non Qualifying | — |

  59. Performance-Based Relative Award Criteria

    (1)The actual level achieved for the 2022 grant for the performance period from January 1, 2022 to December 31, 2024 was the 33rd percentile, with a payout of 67% of grant value. (2)The 2023 award's performance period is January 1, 2023 to December 31, 2025. Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentiles. However, if the Company’s TSR is negative, payout as a percentage of grant value will not exceed 100%. (3)The 2024 award's performance period is January 1, 2024 to December 31, 2026. Performance matrix provides for graduated award levels when the Relative TSR measure achievement falls between the 25th and 74th percentiles. However, if the Company’s TSR is negative, payout as a percentage of grant value will not exceed 100%. Long-Term Cash Incentive Award for Mr. B. Taylor. At the time of our 2024 annual grants, Mr. B. Taylor received a cash award in the amount of $150,000 that will vest in three annual installment payments, subject to his continued employment on the applicable payment dates. He could receive accelerated vesting and settlement of the award in the event that a change in control occurs prior to the final payment date. Although we consider this award to be part of his long-term incentive compensation, the amounts paid pursuant to this award will be reported as bonus compensation each year in the Summary Compensation Table as it is earned in accordance with SEC rules.

  60. Chief Executive Officer Long-Term Performance-Based Stock and Cash Awards

    Chief Executive Officer Long-Term Performance-Based Stock and Cash Awards The following table summarizes reported values for our Chief Executive Officer as compared to realized values of performance-based long-term stock grants and performance-based cash awards.

  61. Chief Executive Officer Long-Term Performance-Based Stock and Cash Awards

    | | PERFORMANCE-BASED STOCK AS PERCENT OF TOTAL LONG-TERM INCENTIVE GRANT | PROXY REPORTED VALUE OF PERFORMANCE-BASED AWARDS ON DATE OF GRANT ($) | PERFORMANCE METRICS | PERFORMANCE LEVEL ACHIEVED | REALIZED VALUE OF PERFORMANCE-BASED AWARDS ON DATE OF VEST ($) | | 2020 | 50% | 1,799,995 | 50% Relative TSR (settled in cash); 50% EBITDA CAGR (settled in stock); three-year cliff vest for both metrics | 0% based on Relative TSR; 0% based on EBITDA CAGR | 0 | | 2021 | 50% | 1,799,997 | 50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics | 55% based on Relative TSR; 200% based on Cumulative EBITDA | 2,221,633 | | 2022 | 50% | 1,799,997 | 50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics | 67% based on Relative TSR; 200% based on Cumulative EBITDA | 2,033,624 | | 2023 | 50% | 1,800,004 | 50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics | Performance period in progress | | | 2024 | 50% | 1,800,000 | 50% Relative TSR (settled in cash); 50% Cumulative EBITDA (settled in stock); three-year cliff vest for both metrics | Performance period in progress | |

  62. Chief Executive Officer Long-Term Performance-Based Stock and Cash Awards

    | | 43 |

  63. Status of Chief Executive Officer Performance-Based Awards Outstanding at December 31, 2024

    | | METRIC | ACHIEVEMENT LEVEL THROUGH 12/31/2024 | REPORTED VALUE ON DATE OF GRANT ($) | REALIZED VALUE AT VESTING DATE ($) | | 2022 Performance Awards Performance Period 1/1/2022- 12/31/2024 | Relative TSR | 67% | 900,000 | 603,000 | | | Cumulative EBITDA | 200% | 899,997 | 1,430,624 | | 2023 Performance Awards Performance Period 1/1/2023 - 12/31/2025 | Relative TSR | 67% | 900,000 | Performance period in progress | | | Cumulative EBITDA | 58% of target in year two of performance period | 900,004 | Performance period in progress | | 2024 Performance Awards Performance Period 1/1/2024 - 12/31/2026 | Relative TSR | —% | 900,000 | Performance period in progress | | | Cumulative EBITDA | 29% of target in year one of performance period | 900,000 | Performance period in progress |

  64. Compensation Consultant

    Compensation Consultant In 2024, the Compensation Committee engaged Meridian Compensation Partners (the “Consultant”) to: (i) review the peer group of companies used for comparison purposes in the preceding year and assess the peer group’s continued validity; (ii) conduct a review of the competitiveness of our total direct compensation of the Named Executive Officers, relative to data disclosed in proxy statements and other filings with the SEC by the peer group of companies and survey data; (iii) conduct a pay-for-performance analysis to assess the alignment of Chief Executive Officer pay and the Company performance and the peer group of companies identified; (iv) assess compensation for non-employee directors relative to compensation programs of a peer group of companies; (v) assist in assessment of potential excise taxes pursuant to Section 4999 of the Code, assuming a change of control occurred on December 31, 2024; and (vi) assist the Compensation Committee in the performance of its duties. The decision to engage the Consultant and the approval of its compensation and other terms of engagement were made by the Compensation Committee without reliance on any recommendation of management. The Consultant’s engagement was limited to executive compensation and non-employee director projects requested by the Compensation Committee, and no other services were provided to the Company or management. The Compensation Committee considered this and other factors in its recent assessment of the independence of the Consultant and concluded that the Consultant’s work for the Compensation Committee does not raise any conflict of interest. Fees paid to the Consultant in 2024 were $103,000.

  65. Compensation Consultant

    | 44 | 2025 Proxy Statement |

  66. Executive Compensation Policies

    | What We Do | What We Don’t Do | | 100% independent Compensation Committee Performance-based compensation Balance of short- and long-term incentives Challenging stock ownership guidelines Consider peer group reports when establishing compensation Risk assessment Incentive recoupment policy for named executive officers Incentive clawback policy | NO hedging of our stock NO pledging of our stock NO employment agreements with NEOs NO excise tax gross-ups in post-2009 agreements NO excessive perquisites NO guaranteed bonuses NO repricing of underwater options |

  67. Executive Compensation Policies

    •Securities Trading Policy—The Company prohibits directors, officers and employees from trading the Company’s securities on the basis of material, non-public information or “tipping” others who may so trade on such information. In addition, the policy prohibits certain officers, directors, and related persons from trading in the Company’s securities without obtaining prior approval from the Company’s Chief Executive Officer, Chief Financial Officer or Corporate Secretary. Executive officers and directors are expressly prohibited from trading options or any derivative type of contract related to the Company’s stock. •Anti-Hedging/Anti-Pledging—Directors and officers are prohibited from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds; (ii) engaging in short sales related to the Company’s common stock; (iii) placing standing orders; (iv) holding Company stock in margin accounts; and (v) pledging Company securities as collateral for a loan. See the Corporate Governance section for a more detailed discussion of our anti-hedging policy. •Executive Stock Ownership and Retention Guidelines—The Compensation Committee has adopted Executive Stock Ownership and Retention Guidelines to further align the interests of executives with the interests of stockholders and further promote the Company’s commitment to sound corporate governance. The Compensation Committee may, from time to time, reevaluate and revise participants’ guidelines to incorporate pay changes or other events. •Incentive Recoupment Policy for Named Executive Officers — Effective October 2, 2023, the Company’s Board of Directors adopted an incentive-based compensation recoupment policy (the “Recoupment Policy”) covering its Named Executive Officers responsive to SEC required changes in NYSE listing standards. The policy provides the Company with the ability to seek recoupment of any erroneously awarded performance-based compensation received by a Named Executive Officer on or after October 2, 2023 if the Company is required to restate its financial statements due to a material misstatement. For periods prior to October 2, 2023, our Named Executive Officers were subject to the Company’s incentive compensation clawback policy discussed below. •Supplemental Incentive Compensation Clawback Policy—The Company's incentive compensation clawback policy provides the Company with the ability, in appropriate circumstances, to seek restitution of any performance-based compensation received by an employee (including Named Executive Officers) as a result of such employee’s fraud or misconduct, resulting in a material misstatement contained in the Company’s financial statements, which results in a restatement of these financial statements. In October 2023, we adopted a new incentive compensation clawback policy to comply with new clawback laws (described above); therefore, our original policy was amended and restated to apply more generally to our employee population that may receive incentive compensation awards. However, with respect to any officer covered by the new Recoupment Policy described above, to the extent that the Recoupment Policy and our original policy conflict or potentially cover the same event, we will apply the terms of the Recoupment Policy. •Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information—We do not currently grant stock options or option-like equity awards to our employees or directors, therefore we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards. •Repricing Stock Options—The Company’s practice is to price awards at the market price on the date of award. The Company’s Equity Participation Plan prohibits any repricing of options without our stockholders’ approval.

  68. Executive and Change of Control Agreements

    Executive and Change of Control Agreements The Company maintains Executive Agreements with its Named Executive Officers. The Executive Agreements are not considered employment agreements and the applicable executives are employed “at will” by the Company. The individual agreements provide protection in the event of a qualified termination, which is generally defined as an (i) involuntary termination of the executive officer by the Company other than for “Cause” or (ii) either an involuntary termination other than for “Cause” or a voluntary termination by the executive for “Good Reason,” in each case, during a specified period of time after a corporate “Change of Control” (as defined in each Executive Agreement) of the Company. Executives who resign voluntarily without Good Reason under either arrangement do not trigger any payments. The Change of Control provision in the Executive Agreements is intended to encourage continued employment by the Company of its executive officers and to allow such executive to be in a position to provide assessment and advice to the Board of Directors regarding any proposed Change of Control without concern that such executive might be unduly distracted by the uncertainties and risks created by a proposed Change of Control. An Executive Agreement entered into previously with Ms. C. Taylor entitles her to be made whole for any excise taxes incurred with respect to severance payments that are in excess of the limits set forth under the Internal Revenue Code. The Company discontinued the practice of providing tax gross-ups in its Executive Agreements in 2010, and accordingly, the Executive Agreements entered into with Messrs. Hajdik, Moses and Taylor do not contain excise tax gross up protection. The Executive Agreements have a term of three years and are extended automatically for one additional day on a daily basis, unless notice of non-extension is given by the Board of Directors of the Company, in which case the Executive Agreement will terminate on the third anniversary of the date notice is given. See “Potential Payments Under Termination or Change of Control” in this Proxy Statement for additional disclosures regarding the Executive Agreements.

  69. Executive and Change of Control Agreements

    | 46 | 2025 Proxy Statement |

  70. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by our Named Executive Officers for each fiscal year in the three year period ended December 31, 2024.

  71. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Cindy B. Taylor President & Chief Executive Officer | 2024 | 925,000 | 2,700,000 | 1,141,473 | 114,775 | 4,881,248 | | | 2023 | 925,000 | 2,700,004 | 1,333,860 | 167,657 | 5,126,521 | | | 2022 | 884,904 | 2,699,998 | 1,946,788 | 52,560 | 5,584,250 | | Lloyd A. Hajdik Executive Vice President, Chief Financial Officer & Treasurer | 2024 | 495,000 | 937,503 | 434,888 | 44,973 | 1,912,364 | | | 2023 | 492,115 | 937,501 | 521,143 | 66,559 | 2,017,318 | | | 2022 | 466,154 | 937,499 | 839,077 | 15,822 | 2,258,552 | | Philip S. Moses Executive Vice President and Chief Operating Officer | 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 | | Brian E. Taylor Senior Vice President, Controller & Chief Accounting Officer | 2024 | 350,200 | 299,998 | 258,636 | 21,935 | 930,769 | | | 2023 | 345,492 | 300,001 | 256,225 | 28,079 | 929,797 | | | 2022 | 321,769 | 300,001 | 391,769 | 6,435 | 1,019,974 |

  72. Summary Compensation Table

    (1)These columns represent the dollar amounts for the years shown of the aggregate grant date fair value of restricted stock awards and performance-based stock awards, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Values actually earned can vary greatly from reported amounts depending upon movements in the stock price during the vesting period. Generally, the aggregate grant date fair value is the aggregate amount that the Company expects to expense in its financial statements over the award’s vesting schedule (generally three years) and, for performance-based stock awards, is based upon the probable outcome of the applicable performance conditions. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect the Company’s estimated accounting expense for these awards and options, and do not necessarily correspond to the actual value that may be recognized by our Named Executive Officers. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for additional detail regarding assumptions underlying the value of these awards. The performance-based stock awards can potentially achieve a maximum number of shares equal to 200% of the target level of shares, depending on the Company’s performance. The target number of shares (100% of target levels) and the corresponding grant date fair value of the performance-based stock awards is reflected in this table and in the Grants of Plan-Based Awards table for 2024 below. The maximum fair value of performance-based stock awards granted in 2024 (rather than the probable value for accounting purposes reflected in the table above) was $1,800,000 for Ms. C. Taylor, $625,006 for each of Mr. Hajdik and Mr. Moses. (2)Amounts of “Non-Equity Incentive Plan Compensation” paid to each applicable Named Executive Officer were made pursuant to the Company’s Annual Incentive Compensation Plan. For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short–Term Incentives.” This column also includes amounts earned related to long-term, time-based cash award granted to Mr. B. Taylor and the 2022 performance-based cash awards based on Relative TSR, which achieved a payout level 200% of target performance. Due to SEC reporting rules, the cash-based awards granted in 2023 and 2024 will not be reported in the Summary Compensation Table until 2026 and 2027, respectively, after the performance period for those awards has ended (assuming the performance criteria is achieved). A summary of “Non-Equity Incentive Plan Compensation” included the following for each Named Executive Officer:

  73. Summary Compensation Table

    | | 2024 AICP ($) | 2022 PERFORMANCE- BASED CASH AWARDS ($) | LONG-TERM TIME-BASED CASH AWARDS ($) | TOTAL ($) | | Cindy B. Taylor | 538,473 | 603,000 | — | 1,141,473 | | Lloyd A. Hajdik | 225,513 | 209,375 | — | 434,888 | | Philip S. Moses | 225,513 | 209,375 | — | 434,888 | | Brian E. Taylor(a) | 88,636 | — | 170,000 | 258,636 |

  74. Summary Compensation Table

    (a)Mr. B. Taylor did not participate in the 2022 performance-based cash awards. (3)The 2024 amount shown in “All Other Compensation” column reflects the following for each Named Executive Officer:

  75. Summary Compensation Table

    | | 401 (K) PLAN MATCH ($)(a) | DEFERRED COMPENSATION PLAN MATCH ($)(a) | OTHER ($) | TOTAL ($) | | Cindy B. Taylor(b) | 17,938 | 70,255 | 26,582 | 114,775 | | Lloyd A. Hajdik | 16,607 | 25,606 | 2,760 | 44,973 | | Philip S. Moses | 16,520 | 8,611 | — | 25,131 | | Brian E. Taylor | 24,867 | (2,932) | — | 21,935 |

  76. Summary Compensation Table

    (a)Represents the matching contributions and adjustments made by the Company to each of our Named Executive Officers pursuant to the 401(k) Retirement Plan and the Deferred Compensation Plan as more fully described in “Nonqualified Deferred Compensation,” included herein. (b)The amount shown in the “Other” column in the table above include club membership dues provided for Ms. C. Taylor and Mr. Hajdik.

  77. Summary Compensation Table

    | 48 | 2025 Proxy Statement |

  78. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about equity and non-equity awards granted to our Named Executive Officers in 2024, including the following: (1) the grant date; (2) the estimated possible payouts under the non-equity incentive plan, which is discussed in “Compensation Discussion and Analysis—Elements of Compensation—Short-term Incentives and —Long-term Incentives”, included herein; (3) the number of performance-based awards pursuant to the Company’s Equity Participation Plan; (4) the number of restricted stock awards pursuant to the Company’s Equity Participation Plan; and (5) the fair value of each equity award computed in accordance with FASB ASC Topic 718—Stock Compensation as of the grant date.

  79. Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5) | | NAME | PLAN | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Cindy B. Taylor | AICP(1) | | 372,313 | 1,063,750 | 2,127,500 | | | | | | | | Performance Cash Award(2) | 2/16/2024 | 450,000 | 900,000 | 1,800,000 | | | | | | | | Equity Participation Plan (Performance Stock Unit)(3) | 2/16/2024 | | | | 73,771 | 147,541 | 295,082 | | 900,000 | | | Equity Participation Plan (Restricted Stock) | 2/16/2024 | | | | | | | 295,082 | 1,800,000 | | Lloyd A. Hajdik | AICP(1) | | 155,925 | 445,500 | 891,000 | | | | | | | | Performance Cash Award(2) | 2/16/2024 | 156,250 | 312,500 | 625,000 | | | | | | | | Equity Participation Plan (Performance Stock Unit)(3) | 2/16/2024 | | | | 25,615 | 51,230 | 102,460 | | 312,503 | | | Equity Participation Plan (Restricted Stock) | 2/16/2024 | | | | | | | 102,459 | 625,000 |

  80. Grants of Plan-Based Awards

    | | 49 |

  81. Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5) | | NAME | PLAN | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Philip S. Moses | AICP(1) | | 155,925 | 445,500 | 891,000 | | | | | | | | Performance Cash Award(2) | 2/16/2024 | 156,250 | 312,500 | 625,000 | | | | | | | | Equity Participation Plan (Performance Stock Unit)(3) | 2/16/2024 | | | | 25,615 | 51,230 | 102,460 | | 312,503 | | | Equity Participation Plan (Restricted Stock) | 2/16/2024 | | | | | | | 102,459 | 625,000 | | Brian E. Taylor | AICP(1) | | 61,285 | 175,100 | 350,200 | | | | | | | | Equity Participation Plan (Restricted Stock) | 2/16/2024 | | | | | | | 49,180 | 299,998 |

  82. Grants of Plan-Based Awards

    (1)The amounts shown in the column “Target” reflect the target level of bonus payable under the Company’s AICP (see discussion in “Compensation Discussion and Analysis—Elements of Compensation—Short–term Incentives,” included herein) which is based on an executive’s base salary paid during the year multiplied by the executive’s bonus percentage. The base salary used in this table is the base salary in effect as of December 31, 2024; however, actual awards are calculated based on a participant’s eligible AICP earnings paid in the year. The amount shown in the “Maximum” column represents 200% of the target amount. Performance results at or below the threshold level percentage of performance targets established under the AICP will result in no payments being made under the AICP. The threshold level percentage was set at 75% of target in 2024 for our Named Executive Officers. If the performance results fall between the threshold level and the target level, 35 – 100% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels. If the performance results fall between the target level and the maximum level, 100 – 200% of the target level bonus will be paid out proportionately to the distance such performance results fall between the two levels. (2)The amounts shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” include cash-based performance awards as described as “Elements of Compensation – Long-term Incentives” included herein. Target level cash-based performance awards granted in 2024 are based on Relative TSR. If the Relative TSR performance is below the 25th percentile, 100% of the cash-based performance awards will be forfeited. If the performance is between the 25th and the 75th percentiles, 50% up to 167% of the cash-based performance awards will payout. If the performance is greater than or equal to 75th percentile, the cash-based performance awards payout is 200%. However, if the Company’s Relative TSR is negative, payout as a percentage of grant value will not exceed 100%. Due to SEC reporting rules, the cash-based performance awards will not be reported in the Summary Compensation Table until the 2027 Proxy Statement after the performance period has ended (assuming the performance criteria is achieved). (3)The amounts shown under “Estimated Future Payouts Under Equity Incentive Plan” include performance-based stock awards (reflected in shares) as described as “Elements of Compensation – Long-term Incentives” included herein. Target level performance of awards granted in 2024 is based on Cumulative EBITDA. If the Cumulative EBITDA performance is less than $206.1 million, 100% of the performance-based awards will be forfeited. If the performance is between $206.1 million and $274.8 million, up to 100% of the performance-based awards vest. If the performance is between $274.8 million and $343.5 million, the performance awards vest between 100% and 200%. If the performance is greater than or equal to $343.5 million, the performance awards vest at 200%. (4)The amounts shown in “All Other Stock Awards” column reflect the number of restricted stock awards granted in 2024 pursuant to the Company’s Equity Participation Plan. These awards carry a three-year vesting requirement to be fully earned. (5)This column shows the full grant date fair value of restricted stock awards and performance-based stock awards computed under FASB ASC Topic 718—Stock Compensation which were granted to our Named Executive Officers during 2024. Generally, the full grant date fair value is the amount that the Company would expense in its financial statements over the award vesting schedule and, for performance-based stock awards, is based upon the probable outcome of the applicable performance conditions. The target number of shares (100% of target levels) and the corresponding grant date fair value of that level of payout is reflected in this table and in the Summary Compensation table for 2024 awards above. The maximum fair value of the performance-based stock awards granted in 2024 was $1,800,000 for Ms. C. Taylor, and $625,006 for each of Mr. Hajdik and Mr. Moses. While not considered employment agreements, each of our Named Executive Officers is party to an Executive Agreement. For a description of these agreements, please see “Compensation Discussion and Analysis—Executive and Change of Control Agreements.” The compensation amounts described in the preceding table were determined as described under "Compensation Discussion and Analysis—Elements of Compensation.” The material terms of the awards reported in the Grants of Plan-Based Awards Table below are described in the “Compensation Discussion and Analysis—Elements of Compensation—Short–term Incentives” and “—Long-term Incentives.”

  83. Grants of Plan-Based Awards

    | 50 | 2025 Proxy Statement |

  84. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information on the holdings of stock options and stock awards by our Named Executive Officers as of December 31, 2024. This table includes outstanding and exercisable option awards and unvested stock awards, including restricted stock awards and performance-based stock awards. Each equity grant is shown separately for each Named Executive Officer. The vesting schedule for each grant is provided in this table, based on the option or stock award grant date or other factors, as discussed. Accelerated vesting provisions applicable to the outstanding awards are described below under “—Potential Payments Upon Termination or Change in Control.” The market value of the stock awards is based on the closing market price of the Company’s common stock as of December 31, 2024, which was $5.06. In accordance with disclosure requirements, performance-based stock awards have been presented in the table below assuming that the performance period ended on December 31, 2024 and that the performance level achievement would have been at overachievement (200%) for the 2022 awards (actual results achieved), target (100%) for the 2023 awards and entry (50%) for the 2024 awards. For additional information about these awards, see the description of equity incentive compensation in “Compensation Discussion and Analysis Elements of Compensation—Long–term Incentives,” included herein.

  85. Outstanding Equity Awards at 2024 Fiscal Year End

    | NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE(1) | MARKET VALUE | VESTING SCHEDULE | | Cindy B. Taylor | 2/18/2015 | Options | 46,500 | 46,500 | 42.29 | 2/18/2025 | $— | | | | 2/16/2022 | Restricted Stock | 91,883 | | | | 464,928 | 100% in 2025 | | | 2/16/2022 | Performance Stock Unit | 275,650 | | | | 1,394,789 | 100% on December 31, 2024, subject to performance(2) | | | 2/16/2023 | Restricted Stock | 131,723 | | | | 666,518 | 50% in each of 2025 and 2026 | | | 2/16/2023 | Performance Stock Unit | 98,793 | | | | 499,893 | 100% on December 31, 2025, subject to performance(3) | | | 2/16/2024 | Restricted Stock | 295,082 | | | | 1,493,115 | 33% in each of 2025, 2026 and 2027 | | | 2/16/2024 | Performance Stock Unit | 73,771 | | | | 373,281 | 100% on December 31, 2026, subject to performance(4) | | Total | | | 1,013,402 | 46,500 | | | $4,892,524 | |

  86. Outstanding Equity Awards at 2024 Fiscal Year End

    | | 51 |

  87. Outstanding Equity Awards at 2024 Fiscal Year End

    | NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE(1) | MARKET VALUE | VESTING SCHEDULE | | Lloyd A. Hajdik | 2/18/2015 | Options | 15,230 | 15,230 | $42.29 | 2/18/2025 | $— | | | | 2/16/2022 | Restricted Stock | 31,904 | | | | 161,434 | 100% in 2025 | | | 2/16/2022 | Performance Stock Unit | 95,712 | | | | 484,303 | 100% on December 31, 2024, subject to performance(2) | | | 2/16/2023 | Restricted Stock | 45,737 | | | | 231,429 | 50% in each of 2025 and 2026 | | | 2/16/2023 | Performance Stock Unit | 34,303 | | | | 173,573 | 100% on December 31, 2025, subject to performance(3) | | | 2/16/2024 | Restricted Stock | 102,459 | | | | 518,443 | 33% in each of 2025, 2026 and 2027 | | | 2/16/2024 | Performance Stock Unit | 25,615 | | | | 129,612 | 100% on December 31, 2026, subject to performance(4) | | Total | | | 350,960 | 15,230 | | | $1,698,794 | | | Philip S. Moses | 2/18/2015 | Options | 11,135 | 11,135 | 42.29 | 2/18/2025 | $— | | | | 2/16/2022 | Restricted Stock | 31,904 | | | | 161,434 | 100% in 2025 | | | 2/16/2022 | Performance Stock Unit | 95,712 | | | | 484,303 | 100% on December 31, 2024, subject to performance(2) | | | 2/16/2023 | Restricted Stock | 45,737 | | | | 231,429 | 50% in each of 2025 and 2026 | | | 2/16/2023 | Performance Stock Unit | 34,303 | | | | 173,573 | 100% on December 31, 2025, subject to performance(3) | | | 2/16/2024 | Restricted Stock | 102,459 | | | | 518,443 | 33% in each of 2025, 2026 and 2027 | | | 2/16/2024 | Performance Stock Unit | 25,615 | | | | 129,612 | 100% on December 31, 2026, subject to performance(4) | | Total | | | 346,865 | 11,135 | | | $1,698,794 | | | Brian E. Taylor | 2/16/2022 | Restricted Stock | 15,314 | | | | $77,489 | 100% in 2025 | | | 2/16/2023 | Restricted Stock | 21,954 | | | | 111,087 | 50% in each of 2025 and 2026 | | | 2/16/2024 | Restricted Stock | 49,180 | | | | 248,851 | 33% in each of 2025, 2026 and 2027 | | Total | | | 86,448 | | | | $437,427 | |

  88. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)All outstanding stock options expired February 18, 2025 and were forfeited. (2)Performance-based stock award reported at actual level of performance achieved as approved by the Compensation Committee on January 9, 2025. Given the fact that the Compensation Committee does not certify performance for these awards until the year following the year in which the performance period ends, the awards are still deemed "outstanding" for purposes of this table as of December 31, 2024. (3)Performance-based stock award reported at target level (100%). Actual performance level indicated through the partial performance period ended on December 31, 2024 was 58% of target. (4)Performance-based stock award reported at entry level (50%). Actual performance level indicated through the partial performance period ended on December 31, 2024 was 29% of target.

  89. Outstanding Equity Awards at 2024 Fiscal Year End

    | 52 | 2025 Proxy Statement |

  90. Stock Vested

    Stock Vested The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of stock awards and the value realized during 2024, in each case before payment of any applicable taxes.

  91. Stock Vested

    | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | PRE-TAX VALUE REALIZED ON VESTING ($) | | Cindy B. Taylor | 507,090 | 3,221,633 | | Lloyd A. Hajdik | 176,074 | 1,118,630 | | Philip S. Moses | 176,074 | 1,118,630 | | Brian E. Taylor | 30,722 | 180,182 |

  92. Stock Vested

    (1)Reflects shares received pursuant to restricted and performance-based stock awards under the Equity Participation Plan for grants made in 2021 through 2023 to each Named Executive Officer. The value realized upon vesting of these awards represents the aggregate dollar amount realized by the Named Executive Officer upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting date.

  93. Stock Vested

    | | 53 |

  94. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company maintains the Deferred Compensation Plan, which is a nonqualified deferred compensation plan for U.S. citizens that permits our directors and eligible employees to elect to defer all or a part of their cash compensation (for employees, base salary and/or incentive pay) from us until the termination of their status as a director or employee or a change of control. Employees that participate in the Deferred Compensation Plan do not receive any additional compensation other than the employer match on compensation deferred equivalent to what would have been matched in the Company’s 401(k) plan, absent certain IRS limitations. A deferral election may provide for deferring different forms or levels of compensation (base salary and/or incentive compensation) during the year. Participating employees are eligible to receive from the Company a matching deferral under the Deferred Compensation Plan that is intended to compensate them for contributions they could not receive from the Company under the 401(k) plan due to the various limits imposed on 401(k) plans by U.S. federal income tax laws. Directors who elect to participate in the Deferred Compensation Plan do not receive any matching contributions. Participants in the Deferred Compensation Plan are able to invest contributions made to the Deferred Compensation Plan in investment funds approved by a Retirement Plan Compensation Committee, which also mirror the 401(k) plan investment funds. The Company percentage match on employee contributions vests in the same manner as in the Company’s 401(k) plan. Since the investment choices under the Deferred Compensation Plan are identical to the choices available under our 401(k) Plan, no above market or preferential earnings are provided under the Deferred Compensation Plan. As such, no earnings or losses on Deferred Compensation Plan amounts are reported in the Summary Compensation table. Generally, each participant in the Deferred Compensation Plan will receive (i) a lump sum distribution or installment payments (at the participant’s election) upon termination of the participant’s service with the Company and its affiliates or (ii) a lump sum distribution upon a change of control (as defined in the Equity Participation Plan). For “Key Employees,” as defined in IRS regulations, distributions of deferrals made after 2004 due to the Key Employee’s “separation from service” will generally be delayed at least six months. Detailed below is a summary of activity in the Deferred Compensation Plan for each Named Executive Officer.

  95. Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($)(2) | AGGREGATE EARNINGS (LOSS) IN LAST FISCAL YEAR ($)(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($) | | Cindy B. Taylor | 139,386 | 70,255 | 889,518 | (8,129) | 7,095,109 | | Lloyd A. Hajdik | 55,606 | 25,606 | 154,833 | 0 | 917,171 | | Philip S. Moses | 15,078 | 8,611 | 120,627 | 0 | 1,253,440 | | Brian E. Taylor | 3,502 | (2,932) | 12,635 | (2,999) | 100,582 |

  96. Nonqualified Deferred Compensation

    (1)All contribution amounts for the last fiscal year reported in this table are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” amounts reported in the Summary Compensation Table for 2024. (2)Amounts reported as Company matching contributions or adjustments in this column are also included in the “All Other Compensation” column of the Summary Compensation Table for 2024. (3)This column represents net unrealized appreciation, depreciation, dividends and distributions from mutual fund and other investments for 2024 associated with investments held in the Deferred Compensation Plan. The Company has elected to include Company owned life insurance as a component of the Deferred Compensation Plan to partially fund the cost of the plan with life insurance proceeds if a consenting participant dies. In the event of death of a consenting participant, the Company will directly receive the full death benefit in the amount of $1,550,000. For consenting participants who are still actively employed by the Company, the Company has agreed to pay a survivor benefit equal to 50% ($775,000) of the individual coverage amount to their designated beneficiary.

  97. Nonqualified Deferred Compensation

    | 54 | 2025 Proxy Statement |

  98. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The table below reflects the amount of compensation to each of our Named Executive Officers of the Company in the event of a qualifying termination, which is generally defined as (i) an involuntary termination of the executive officer by the Company other than for “Cause” or (ii) either an involuntary termination other than for “Cause” or a voluntary termination by the executive for “Good Reason,” in each case, during a specified period of time after a corporate “Change of Control”. “Cause” is generally defined in the Executive Agreements as executive’s conviction of (or plea of nolo contendere to) a felony, dishonesty or a breach of trust as regards the Company or any subsidiary; executive’s commission of any act of theft, fraud, embezzlement or misappropriation against the Company or any subsidiary; executive’s willful and continued failure to devote substantially all of his or her business time to the Company’s business affairs; or executive’s unauthorized disclosure of confidential information of the Company that is materially injurious to the Company. The Executive Agreements generally define “Good Reason” to mean a material reduction in the executive’s authority, duties or responsibilities; a material reduction of executive’s compensation and benefits; the Company’s failure to obtain a written agreement from any successor or assigns of the Company to assume and perform the executive agreement; or the Company requires executive, without executive’s consent, to relocate more than 50 miles. A “Change of Control” for the Executive Agreements shall generally mean any person acquires beneficial ownership of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that if the Company engages in a merger or consolidation in which the Company or surviving entity in such merger or consolidation becomes a subsidiary of another entity, then references to the Company’s then outstanding securities shall be deemed to refer to the outstanding securities of such parent entity; a change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are incumbent directors (as defined in the applicable Executive Agreements); consummation of a merger or consolidation of the Company with another entity, other than a transaction that would result in the Company's outstanding voting securities immediately prior to the transaction continuing to represent more than 50% of the outstanding voting securities of the resulting entity; approval of a complete liquidation of the Company; or the sale or disposition of all or substantially all of the Company's assets. See “Compensation Discussion and Analysis—Executive and Change of Control Agreements” herein for additional information. The scope and terms of compensation due to each Named Executive Officer upon voluntary terminations, early retirement, retirement, for Cause termination and in the event of disability or death of the executive are the same as other salaried employees, other than with respect to the potential death benefit for participants in the Deferred Compensation Plan described above in the “Nonqualified Deferred Compensation” section. The amounts shown in the table, which follows, assume for each of our Named Executive Officers that such qualified termination or a Change of Control was effective as of December 31, 2024 and, therefore, include compensation earned through such date. The table includes estimate amounts because actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or upon a Change of Control. Due to the fact that the death benefit associated with the life insurance policies for the Deferred Compensation Plan are quantified above, that amount is not repeated in the hypothetical calculations below.

  99. Quantification of Payments

    | | | POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL | | | | | EXECUTIVE BENEFITS AND PAYMENTS UPON SEPARATION | | INVOLUNTARY NOT FOR CAUSE TERMINATION WITHOUT A CHANGE OF CONTROL ON 12/31/2024 | TERMINATION WITH A CHANGE OF CONTROL ON 12/31/2024 | DISABILITY, RETIREMENT, OR DEATH ON 12/31/2024 | CHANGE OF CONTROL ON 12/31/2024 | | Cindy B. Taylor | Compensation: | | | | | | | Cash Severance(1) | $2,983,125 | $4,971,875 | $— | $— | | | Stock Awards(2) | 4,568,406 | 4,568,406 | 4,568,406 | 4,568,406 | | | Performance Cash Awards(3) | 2,700,000 | 2,700,000 | 2,700,000 | 2,700,000 | | | Benefits & Perquisites: | | | | | | | Health and Welfare Benefits(4) | 23,312 | 34,969 | — | — | | | Outplacement Assistance(5) | — | 138,750 | — | — | | | Tax Gross Up | — | — | — | — | | Total | | $10,274,843 | $12,414,000 | $7,268,406 | $7,268,406 | | Lloyd A. Hajdik | Compensation: | | | | | | | Cash Severance(1) | $940,500 | $1,881,000 | $— | $— | | | Stock Awards(2) | 1,586,254 | 1,586,254 | 1,586,254 | 1,586,254 | | | Performance Cash Awards(3) | 937,500 | 937,500 | 937,500 | 937,500 | | | Benefits & Perquisites: | | | | | | | Health and Welfare Benefits(4) | 23,312 | 34,969 | — | — | | | Outplacement Assistance(5) | — | 74,250 | — | — | | Total | | $3,487,566 | $4,513,973 | $2,523,754 | $2,523,754 |

  100. Quantification of Payments

    | | | POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL | | | | | EXECUTIVE BENEFITS AND PAYMENTS UPON SEPARATION | | INVOLUNTARY NOT FOR CAUSE TERMINATION WITHOUT A CHANGE OF CONTROL ON 12/31/2024 | TERMINATION WITH A CHANGE OF CONTROL ON 12/31/2024 | DISABILITY, RETIREMENT, OR DEATH ON 12/31/2024 | CHANGE OF CONTROL ON 12/31/2024 | | Philip S. Moses | Compensation: | | | | | | | Cash Severance(1) | $940,500 | $1,881,000 | $— | $— | | | Stock Awards(2) | 1,586,254 | 1,586,254 | 1,586,254 | 1,586,254 | | | Performance Cash Awards(3) | 937,500 | 937,500 | 937,500 | 937,500 | | | Benefits & Perquisites: | | | | | | | Health and Welfare Benefits(4) | 23,312 | 34,969 | — | — | | | Outplacement Assistance(5) | — | 74,250 | — | — | | Total | | $3,487,566 | $4,513,973 | $2,523,754 | $2,523,754 | | Brian E. Taylor | Compensation: | | | | | | | Cash Severance(1) | $525,300 | $1,050,600 | $— | $— | | | Stock Awards(2) | 437,427 | 437,427 | 437,427 | 437,427 | | | Cash Awards(6) | — | 300,000 | 300,000 | 300,000 | | | Benefits & Perquisites: | | | | | | | Health and Welfare Benefits(4) | 23,312 | 34,969 | — | — | | | Outplacement Assistance(5) | — | 52,530 | — | — | | Total | | $986,039 | $1,875,526 | $737,427 | $737,427 |

  101. Pay Versus Performance

    Pay Versus Performance

  102. Compensation Actually Paid Versus Performance Table

    Compensation Actually Paid Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the five years in the period ended December 31, 2024. In determining “compensation actually paid” to its Named Executive Officers pursuant to the applicable SEC rules, the Company is required to make certain adjustments to the executive compensation amounts reported in the Summary Compensation Table included in this Proxy Statement. To determine the “actual” compensation paid to our Chief Executive Officer and the average “actual" compensation paid to our other Named Executive Officers, the adjustments described and quantified below were made related to equity compensation reported in the Summary Compensation Table. For each year presented in the following tables, the grant date fair value of equity award amounts reported in the Summary Compensation Table were deducted and the following adjustments were added back or subtracted, as applicable: •the December 31 fair value of equity awards granted during the year that were unvested at the end of the year; •the change in fair value of any awards granted in prior years that were unvested at the end of the year; •for awards granted in prior years that vested in the year, the change in the fair value from the end of the prior year to the vesting date; and •for awards granted in prior years that were forfeited (e.g. due to failure to meet the applicable vesting conditions), deducted the fair value (if any) of the award at the end of the prior year. For awards that vest based on performance conditions, the value was determined using probable valuation assumptions as of each applicable valuation date. As the Company’s Named Executive Officers do not participate in any defined benefit (i.e. pension) plans, no related adjustments were required to amounts reported in the Summary Compensation Table totals. The following table summarizes compensation values reported in the Summary Compensation Table for our Chief Executive Officer and the average for our other Named Executive Officers, as compared to “compensation actually paid” and the Company's financial performance for each of the five years in the period ended December 31, 2024:

  103. Compensation Actually Paid Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO($) | COMPENSATION ACTUALLY PAID TO CEO($)(1) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOS ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOS($)(2) | CUMULATIVE TSR(3) | PEER GROUP CUMULATIVE TSR(4) | NET INCOME (LOSS) (in millions) | CONSOLIDATED ADJUSTED EBITDA(5) (in millions) | | 2024 | $4,881,248 | $4,100,619 | $1,578,552 | $1,349,836 | $31 | $109 | $(11.3) | $77.0 | | 2023 | 5,126,521 | 4,464,232 | 1,656,697 | 1,484,105 | 42 | 100 | 12.9 | 87.8 | | 2022 | 5,584,250 | 7,421,144 | 1,832,523 | 2,297,346 | 46 | 102 | (9.5) | 74.0 | | 2021 | 4,761,053 | 4,904,405 | 1,234,400 | 1,325,808 | 31 | 56 | (64.0) | 38.1 | | 2020 | 5,181,793 | 270,834 | 1,573,433 | 140,629 | 31 | 56 | (468.4) | 26.1 |

  104. Compensation Actually Paid Versus Performance Table

    (1)The following table provides a tabular reconciliation between the totals presented in the Summary Compensation Table and total "compensation actually paid" to our CEO (presented above) for 2024, 2023, 2022, 2021 and 2020. Our CEO, Cindy B. Taylor, was the sole Principal Executive Officer (“PEO”) for purposes of this disclosure in each of the five years presented.

  105. Compensation Actually Paid Versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | CEO/PEO SUMMARY COMPENSATION TABLE TOTALS | $4,881,248 | $5,126,521 | $5,584,250 | $4,761,053 | $5,181,793 | | Add (Subtract): | | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (2,700,000) | (2,700,004) | (2,699,998) | (2,699,999) | (2,916,427) | | Fair value at year end of equity awards granted during the year | 2,239,672 | 2,012,407 | 3,084,531 | 2,604,364 | 810,404 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (98,793) | (449,527) | 1,221,323 | (7,783) | (2,262,720) | | Change in fair value of equity awards granted in prior years that vested during the year | (221,508) | 474,835 | 231,038 | 246,770 | (542,216) | | Equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Total Equity Award Related Adjustments | (780,629) | (662,289) | 1,836,894 | 143,352 | (4,910,959) | | COMPENSATION ACTUALLY PAID TOTALS | $4,100,619 | $4,464,232 | $7,421,144 | $4,904,405 | $270,834 |

  106. Compensation Actually Paid Versus Performance Table

    | | 59 |

  107. Compensation Actually Paid Versus Performance Table

    (2)The following table provides a tabular reconciliation between the average of totals presented in the Summary Compensation Table and average total "compensation actually paid" to other NEOs (presented above) for 2024, 2023, 2022, 2021 and 2020. The calculation for 2023 and 2022 includes compensation paid to Lloyd A. Hajdik, Philip S. Moses and Brian E. Taylor. Compensation paid to Christopher E. Cragg is also included in the calculations of the averages for 2021 and 2020 as he was a NEO prior to his departure from the Company in March 2021.

  108. Compensation Actually Paid Versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | NON-PEO/OTHER NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS | $1,578,552 | $1,656,697 | $1,832,523 | $1,234,400 | $1,573,433 | | Add (Subtract): | | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (725,001) | (725,001) | (725,000) | (491,251) | (834,810) | | Fair value at year end of equity awards granted during the year | 601,394 | 540,369 | 828,254 | 468,666 | 244,810 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (44,360) | (111,888) | 297,515 | (1,670) | (674,984) | | Change in fair value of equity awards granted in prior years that vested during the year | (60,749) | 123,928 | 64,054 | 115,663 | (167,820) | | Equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Total Equity Award Related Adjustments | (228,716) | (172,592) | 464,823 | 91,408 | (1,432,804) | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $1,349,836 | $1,484,105 | $2,297,346 | $1,325,808 | $140,629 |

  109. Compensation Actually Paid Versus Performance Table

    (3)Cumulative TSR disclosed represents the measurement period value of an investment of $100 in the Company's stock. Beginning period stock price measurement date of 12/31/2019 and end of period stock price as of 12/31/2020, 12/30/2021, 12/29/2022,12/31/2023 and 12/31/2024. (4)Peer Group TSR disclosed represents the measurement period value of an investment of $100 in the Peer Group's stock based on a weighted average market capitalization as of the market close on 12/31/2019. Beginning period stock price measurement date of 12/31/2019 and end of period stock price as of 12/31/2020, 12/30/2021, 12/29/2022, 12/31/2023 and 12/31/2024. The Company's peer group for 2024 included Archrock, Inc., Core Laboratories N.V., Diamond Offshore Drilling, Inc. (subsequently removed during 2024 due to its acquisition by Noble Corporation plc), Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Innovex International, Inc. (formerly Dril-Quip, Inc.), NPK International, Inc. (formerly Newpark Resources, Inc.), Oceaneering International, Inc., ProPetro Holding Corp., RPC, Inc., Select Water Solutions, Inc. and TETRA Technologies, Inc. The peer group for 2024 included the removal of Helmerich & Payne, Inc. due to its larger size and concentrated U.S. operations and the removal of NexTier Oilfield Solutions, Inc. due to its merger with Patterson-UTI Energy. It also included the addition of Diamond Offshore Drilling, Inc. (subsequently removed during 2024 due to its acquisition by Noble Corporation plc) and ProPetro Holding Corp. Cumulative TSR was $107 for 2024 using the Company's 2023 peer group. The Company's peer group for 2023 and 2022 included, as applicable, Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Inc., NexTier Oilfield Solutions Inc. (removed during 2023 due to its acquisition by Paterson-UTI Energy, Inc.), Oceaneering International, Inc., RPC, Inc., Select Water Solutions, Inc. (formerly Select Energy Services, Inc.) and TETRA Technologies, Inc. The peer group for 2022 included the removal of Superior Energy Services, Inc. due to limited disclosures for the new management team members post-emergence from bankruptcy and the removal of Exterran Corporation due to its acquisition by Enerflex Ltd. It also included the addition of NexTier Oilfield Solutions Inc. and TETRA Technologies, Inc. The Company's peer group for 2021 included Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Expro Group Holdings N.V. (formerly Frank's International N.V.), Exterran Corporation, Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Inc., Oceaneering International, Inc., RPC, Inc., Select Energy Services, Inc. and Superior Energy Services, Inc. The 2021 peer group included the removal of ChampionX Corporation due to its revenue level following its merger with Apergy Corporation and the addition of Select Energy Services, Inc. The Company's peer group for 2020 included Archrock, Inc., ChampionX Corporation (formerly Apergy Corporation), Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Frank's International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Inc., Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc. The 2020 peer group included the removal of Key Energy Services, Inc. due to its restructuring and the addition of Apergy Corporation. (5)The Company uses Consolidated Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on the sale of a previously idled property and extinguishments of debt. As shown in the tables above, changes in the market price of the Company's common stock following the date of grant can significantly impact the level of "compensation actually paid" to the Company's Named Executive Officers. To assist in understanding changes in the fair value of equity awards, the following table provides the closing market prices of the Company's common stock as of the last trading day for each of 2024, 2023, 2022, 2021, 2020 and 2019.

  110. Compensation Actually Paid Versus Performance Table

    | | 12/31/2024 | 12/29/2023 | 12/30/2022 | 12/31/2021 | 12/31/2020 | 12/31/2019 | | Closing Market Price of OIS Common Stock | $5.06 | $6.79 | $7.46 | $4.97 | $5.02 | $16.31 |

  111. Compensation Actually Paid Versus Performance Table

    | 60 | 2025 Proxy Statement |

  112. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Ms. C. Taylor. Due to headcount reductions made as part of the restructuring efforts undertaken in 2024, we determined our employee population experienced a significant change leading us to recalculate our median employee compensation. The amounts and ratios described below have been prepared pursuant to applicable rules. Although some amounts may represent actual dollars paid to our Chief Executive Officer or that would be paid to our hypothetical median employee, other amounts are estimates based on certain assumptions or they may represent dollar amounts recognized for financial statement reporting purposes in accordance with accounting rules, but do not represent actual dollars received (e.g., dollar values of our Chief Executive Officer’s stock awards). The explanations herein contain important estimates, assumptions and other information regarding our Chief Executive Officer pay ratio disclosures. For 2024, our last completed fiscal year: •Ms. C. Taylor had total annual compensation of $4,881,248 as reflected in the Summary Compensation Table included in this Proxy Statement.

  113. 2024 CEO Pay Ratio

    | 62 | 2025 Proxy Statement |

  114. 2024 CEO Pay Ratio

    •Our median employee’s annual total compensation was $65,124. •As a result, we estimate that Ms. C. Taylor’s 2024 annual total compensation was approximately 75 times that of our median employee. To identify the median employee, we took the following steps: •We determined that, as of December 31, 2024, our employee population consisted of 2,439 individuals (as reported in Item 1, Business, in our 2024 Form 10-K). This population consisted of our full-time and part-time employees (including both active employees and employees on leave as of December 31, 2024). •We selected December 31, 2024, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner utilizing 2024 annual compensation amounts. •We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records. Compensation was not annualized for employees that were not employed by us for all of 2024 •For all employees located outside of the United States, we obtained similar payroll records and converted such information into U.S. dollars using the year-end currency exchange rate. To determine the annual total compensation of our median employee and our CEO in 2024, we took the following steps: •After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2) (x) of Regulation S-K, resulting in annual total compensation of $65,124. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement.