DTI.NASDAQDrilling Tools International CORP

DEF: Drilling Tools International Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 13 March 2026 4:15 PM

📋All filings for Drilling Tools International CORP

Drilling Tools International Corporation announces its 2026 Annual Meeting of Stockholders to be held virtually on April 28, 2026, focusing on director elections and auditor ratification.

Summary

The Annual Meeting of Stockholders will be held virtually on April 28, 2026, at 1:00 p.m. Central Time.
The record date for voting is March 3, 2026, with 35,188,260 shares of common stock outstanding.
Stockholders will vote on the election of seven director nominees and the ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.
The Board recommends voting 'FOR' all director nominees and 'FOR' the ratification of Grant Thornton LLP.
Thomas O. Hicks, Sr., former Chairman, passed away in December 2025; Ira H. Green, Jr. was appointed to fill the vacancy in January 2026.
R. Wayne Prejean was appointed Interim Chairman on December 9, 2025, and will become permanent Chairman effective at the conclusion of the 2026 Annual Meeting, while continuing as CEO.
Thomas M. Roe Patterson and C. Richard Vermillion will not stand for re-election at the 2026 Annual Meeting.
Daniel J. Kimes and Jeremy D. Thigpen are nominated as new directors to fill the seats vacated by Mr. Patterson and Mr. Vermillion.
The company is an emerging growth company and complies with scaled-down executive compensation disclosure requirements.
Executive compensation for 2025 included base salaries and cash bonuses based on Adjusted Free Cash Flow Margin (11.7% achieved vs 10.4%-11.5% target), Revenue ($159.5 million achieved vs $163-$183 million target), HSE (90% achieved), and Individual Performance (85% achieved), resulting in a 92.5% payout of target bonuses.
Total audit fees for 2025 were $903,134 (Grant Thornton) and for 2024 were $791,901 (Weaver and Tidwell, L.L.P.).
The company changed its independent registered public accounting firm from Weaver and Tidwell, L.L.P. to Grant Thornton LLP in May 2025.
Several directors and executive officers filed Section 16(a) reports late in fiscal year 2025 due to administrative error, which the company is addressing with enhanced procedures.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive governance update, reflecting proactive board management and a commitment to strengthening oversight and strategic direction, despite minor compliance issues.

Positives

The Board is actively engaged in refreshment and succession planning, bringing in new expertise with the appointment of Ira H. Green, Jr. and the nominations of Daniel J. Kimes and Jeremy D. Thigpen.
The new director nominees add significant industry, financial, and public company leadership experience to the Board.
R. Wayne Prejean's leadership continuity as CEO and permanent Chairman provides stability.
Strong corporate governance practices are in place, including predominantly independent directors, fully independent key committees, and a Lead Independent Director.
The company demonstrates a commitment to corporate social responsibility, including diversity and inclusion, competitive pay and benefits, employee development, and safety.
The Safety Now program has significantly reduced the total recordable incident rate (TRIR) from 2.3 in 2018 to 1.15 in 2024 and the experience modified rate (EMR) from 0.89 in 2018 to 0.67 in 2024, which is significantly better than the industry average.
The executive compensation program is aligned with company strategy and performance outcomes, with a 92.5% payout of target bonuses for 2025.
Adjusted Free Cash Flow Margin for 2025 exceeded the target range, indicating strong cash flow generation relative to expectations.

Negatives

Revenue for 2025 ($159.5 million) was below the target range ($163-$183 million) used for annual cash bonus calculations.
Several directors and executive officers filed Section 16(a) reports late in fiscal year 2025 due to administrative error, indicating a compliance oversight issue.
The passing of Chairman Thomas O. Hicks, Sr. in December 2025 created a leadership vacancy that required interim appointments.

Risks

Risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 under the heading 'Risk Factors'.
Cybersecurity risks, including those related to risk identification, evaluation, treatment, reporting, and ongoing management, which could impact the security of client, employee, and third-party information.
Risks arising from compensation plans, policies, and programs for employees, including the potential for incentive compensation plans to encourage excessive or inappropriate risk-taking.
General enterprise risk management processes, which are overseen by the Board and its committees.

Future Outlook

The company expects R. Wayne Prejean to transition from Interim Chairman to permanent Chairman while continuing as CEO, subject to his re-election at the 2026 Annual Meeting. The Board is committed to ongoing board refreshment to align its composition with the company's long-term strategy, risk profile, and stakeholder expectations, including the addition of new directors with relevant industry and public company leadership experience. The 2023 Omnibus Incentive Plan is designed to drive future profitability and growth through short-term and long-term incentives for key talent.

Management Comments

"We invite you to attend the 2026 Annual Meeting of Stockholders... You will be able to participate in and vote during the Annual Meeting which will be held via live webcast..." R. Wayne Prejean, Interim Chairman, President and CEO
"Whether or not you expect to attend the virtual meeting, we encourage you to read the Proxy Statement and vote through the Internet or by telephone, or to sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting." R. Wayne Prejean, Interim Chairman, President and CEO
"The Board and management are grateful for the leadership and many contributions of Thomas O. Hicks, Sr., who was instrumental in the Company’s growth and transition to the public markets." Board statement
"Since going public, DTI has aggressively followed its growth strategy and has begun to realize the benefits from our latest acquisitions." Executive Compensation section
"Our Compensation Committee has developed a formal review of the content of our compensation program to ensure executive pay is aligned with company strategy and desired performance outcomes. The Compensation Committee believes this review of the compensation program will help the Company meet its goals of attracting, retaining, and incentivizing executive talent." Executive Compensation section

Industry Context

StockSavvy.ai notes that as an oilfield services company, Drilling Tools International operates in a cyclical industry heavily influenced by global energy demand and commodity prices. The company's focus on board refreshment with individuals possessing deep energy sector and public company experience, such as Jeremy D. Thigpen from Transocean, suggests a strategic emphasis on navigating industry volatility, optimizing operations, and pursuing growth through M&A, which are common themes in the mature but dynamic oil and gas sector. The virtual annual meeting format reflects a broader trend towards cost efficiency and accessibility in corporate governance.

Comparison to Industry Standards

The company's TRIR of 1.15 in 2024 and EMR of 0.67 in 2024 are 'significantly better than the industry average,' indicating strong safety performance compared to peers in the oilfield services sector.
The appointment of Jeremy D. Thigpen, Executive Chairman of Transocean Ltd., brings leadership experience from a major international provider of offshore contract drilling services, suggesting a move to align DTI's board expertise with leading public companies in the broader energy industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairman of the Board	Thomas O. Hicks, Sr. (deceased)	R. Wayne Prejean (Interim, then Permanent)	December 9, 2025 (Interim), January 26, 2026 (Permanent, effective at 2026 Annual Meeting conclusion)	Passing of previous Chairman; Board decision for leadership continuity and unified leadership.
Director	None (vacancy)	Ira H. Green, Jr.	January 26, 2026	To fill the vacancy created by Mr. Hicks's passing and preserve leadership continuity and relevant industry and financial expertise on the Board.
Director	Thomas M. Roe Patterson	Daniel J. Kimes (nominee)	At 2026 Annual Meeting (upon election)	Mr. Patterson will not stand for re-election; part of the Board's refreshment and succession planning process.
Director	C. Richard Vermillion	Jeremy D. Thigpen (nominee)	At 2026 Annual Meeting (upon election)	Mr. Vermillion will not stand for re-election; part of the Board's refreshment and succession planning process to add public company leadership and energy sector experience.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The roles of Chairman of the Board and CEO are combined with R. Wayne Prejean, supported by a Lead Independent Director (John D. Jack Furst) to mitigate potential risks. The Board regularly reviews this structure.	Ongoing, with Mr. Prejean's permanent appointment as Chairman effective at the 2026 Annual Meeting conclusion.	Promotes unified leadership and clear accountability, leverages the CEO's in-depth knowledge, and facilitates timely decision-making, balanced by independent oversight and governance practices.
Board Refreshment and Succession Planning Policy	A formal policy and related plan are in place to address director tenure, anticipated retirements, desired skills and experience, and the timing of future director searches. This includes periodic review of a board skills and experience matrix, director tenure, independence, and board and committee leadership roles.	Ongoing, with recent actions in late 2025 and early 2026.	Ensures that the Board's composition remains forward-looking, effective, and responsive to the company's evolving needs and the interests of its stockholders.
Clawback Policy	Adopted in October 2023, in accordance with Nasdaq Rule 5608 and Section 10D of the Securities Exchange Act of 1934, for the recovery of erroneously awarded incentive-based compensation from executive officers following an accounting restatement due to material noncompliance with financial reporting requirements.	October 2023	Enhances accountability of executive officers and aligns executive compensation with financial reporting integrity and accuracy.
Insider Trading Policy	Prohibits directors, officers, employees, independent contractors, and consultants from engaging in short sales, establishing margin accounts, buying securities on margin, trading in derivative securities (puts or calls), or otherwise engaging in any form of hedging or monetization transactions involving company securities.	Already in place, referenced in filing.	Promotes compliance with insider trading laws, rules, and regulations, and applicable listing standards, preventing conflicts of interest and maintaining market integrity.
Stock Ownership Guidelines	Requires independent directors to maintain a minimum level of equity interests in the company's Common Stock, specifically shares with a value equal to at least five times their annual cash received from meeting attendance fees, with a five-year phase-in period.	Already in place, referenced in filing.	More closely aligns the interests of directors with the long-term interests of the company's other stockholders.
Cybersecurity Risk Management Policy	Governs the life cycle of cybersecurity risks, including identification, evaluation, treatment, reporting, and ongoing management. Oversight responsibility is shared by the Board, Audit Committee, and management.	Established in 2023, with ongoing implementation and review.	Strengthens data security and protects the information of clients, employees, and third parties, enhancing resilience against cyber threats.

Related Party Transactions

Management fees of $750,000 were paid to Hicks Holdings Operating LLC (a stockholder of the Company) in 2025 for strategic advisory and management consulting services. The same amount was paid in 2024, and $1,100,000 was paid in 2023. These transactions were reviewed and approved by the Audit Committee.

Stakeholder Impact

Shareholders: Directly impacted by voting on director elections and auditor ratification, and potentially by long-term value creation from strengthened board governance and strategic direction.
Employees: Benefit from corporate social responsibility initiatives including diversity and inclusion, competitive pay and benefits, employee development and training, and a strong safety program (SIP).
Management: Executive compensation is tied to performance metrics, and clear succession planning is in place for the CEO and other senior executives.
Customers and Suppliers: Indirectly impacted by improved operational excellence and risk management, particularly in cybersecurity.
Regulatory Authorities: The company's focus on compliance with SEC rules, including Section 16(a) reporting and the clawback policy, demonstrates adherence to regulatory standards.

Next Steps

Stockholders are to vote on director nominees and auditor ratification at the Annual Meeting on April 28, 2026.
The Board intends to review the composition and chair roles of its standing committees and make associated appointments promptly following the 2026 Annual Meeting.
The company will continue to evaluate and refine procedures to promote timely compliance with Section 16(a) reporting obligations.
The company will report final voting results in a Current Report on Form 8-K within four business days following the Annual Meeting.
The Nominating and Corporate Governance Committee will conduct an annual review of the CEO succession plan.
The Board will periodically review its leadership structure and may make changes in the future as deemed appropriate.

Key Dates

Date	Description
February 13, 2023	Initial merger agreement date.
June 5, 2023	Amendment to merger agreement date.
June 20, 2023	Merger transaction completed between Drilling Tools International Holdings, Inc., ROC Energy Acquisition Corp, and ROC Merger Sub, Inc.
June 21, 2023	Common stock of DTI commenced trading on Nasdaq under the symbol DTI.
October 2023	Company adopted a clawback policy.
January 2024	Review of other relevant third-party vendors upon onboarding for cybersecurity began.
February 14, 2024	Grant date for stock option awards for Named Executive Officers (NEOs).
March 11, 2024	Amended and restated employment agreements entered with Mr. Prejean, Mr. Johnson, and Mr. Domino.
December 31, 2024	Fiscal year end for 2024 audit fees.
May 2025	Board approved dismissal of Weaver and Tidwell, L.L.P. as independent registered public accounting firm and engagement of Grant Thornton LLP.
May 13, 2025	Grant date for restricted stock units for non-employee directors.
December 2025	Thomas O. Hicks, Sr., Chairman of the Board, passed away.
December 9, 2025	R. Wayne Prejean appointed Interim Chairman of the Board.
December 16, 2025	Thomas M. Roe Patterson notified the Board he would not stand for re-election at the 2026 Annual Meeting.
December 17, 2025	Current Report on Form 8-K filed regarding Mr. Patterson's decision.
December 31, 2025	Fiscal year end for 2025 financial statements and executive compensation.
January 26, 2026	Board appointed Ira H. Green, Jr. as a director to fill the vacancy created by Mr. Hicks's passing.
January 26, 2026	Board appointed Mr. Prejean to serve as permanent Chairman of the Board, effective as of the conclusion of the 2026 Annual Meeting.
January 27, 2026	Current Report on Form 8-K filed regarding C. Richard Vermillion's decision not to stand for re-election at the 2026 Annual Meeting.
March 3, 2026	Record date for the 2026 Annual Meeting, with 35,188,260 shares of common stock outstanding.
March 6, 2026	Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.
March 13, 2026	Notice of Internet Availability of Proxy Materials and Proxy Statement mailed to stockholders.
April 27, 2026	Deadline for Internet or telephone proxy voting (10:59 p.m. Central Time) and mail proxy voting (close of business).
April 28, 2026	2026 Annual Meeting of Stockholders to be held virtually at 1:00 p.m. Central Time.
May 13, 2026	Vesting date for some unvested restricted stock units held by directors.
November 13, 2026	Deadline for stockholder proposals to be considered for inclusion in the 2027 Annual Meeting Proxy Statement (Rule 14a-8).
December 29, 2026	Earliest date for stockholders to submit written notice for director nominations or other proposals for the 2027 Annual Meeting (Bylaws).
December 31, 2026	Fiscal year end for which Grant Thornton LLP is appointed as independent registered public accounting firm.
January 28, 2027	Latest date for stockholders to submit written notice for director nominations or other proposals for the 2027 Annual Meeting (Bylaws).
February 14, 2027	Vesting date for some stock options held by NEOs.
February 27, 2027	Deadline for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card for the 2027 Annual Meeting (Rule 14a-19).
February 28, 2027	First installment vesting date for some restricted stock units held by NEOs.
February 28, 2028	Second installment vesting date for some restricted stock units held by NEOs.
February 28, 2029	Third installment vesting date for some restricted stock units held by NEOs.

Recommendation

hold

This is a routine proxy statement outlining corporate governance matters, director elections, and auditor ratification. It does not contain new financial performance data or significant strategic announcements that would warrant a change in investment stance. The proactive board refreshment and strong safety performance are positive, but the slight miss on revenue targets for executive bonuses and past Section 16(a) filing delinquencies indicate areas for continued monitoring. A 'hold' recommendation is appropriate as the filing provides administrative updates rather than catalysts for a 'buy' or 'sell' decision.

Keywords

Drilling Tools International, DTI, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Oilfield Services, Nasdaq, Risk Management, Cybersecurity, Board Refreshment

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