OCEANEERING INTERNATIONAL INC
OII DEF 14A Report ended March 28, 2025
OCEANEERING INTERNATIONAL INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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OCEANEERING INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1
Notice of
2025
Annual Meeting of Stockholders
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Date and Time:
Friday, May 9, 2025
11:00 A.M. prevailing Central
Time
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Location:
5775 N. Sam Houston Pkwy. W.
Houston, Texas 77086
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Who Can Vote:
Stockholders of record at the
close of business on
March 17, 2025
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Items of Business and Board of Directors Voting Recommendation:
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1
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Election of Class III Directors
: Roderick A. Larson,
M. Kevin McEvoy, and Paul B. Murphy, Jr.
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FOR
each of the
nominees
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2
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Advisory Vote to Approve Executive Compensation
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FOR
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3
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Ratification of Appointment of Ernst & Young LLP as independent auditors
of Oceaneering for the year ending December 31, 2025
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FOR
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4
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Approval of
Amended and Restated 2020 Incentive Plan
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FOR
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Sincerely,
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Jennifer F. Simons
Senior Vice President, Chief Legal Officer and Secretary
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March 28, 2025
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday,
May
9, 2025: The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at
www.proxyvote.com
and at
investors.oceaneering.com
.
2
Segment
Overview
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Subsea Robotics (SSR)
merges our underwater robotics and automation
capabilities by combining our Remotely Operated Vehicles (ROV), Survey, and
ROV Tooling businesses.
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Manufactured Products (MP)
brings together our competencies and expertise in
manufacturing, project management, and advanced technology product
development, including in robotics and automation, to deliver subsea and surface
products to energy and non-energy customers.
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Offshore Projects Group (OPG)
provides a broad portfolio of integrated subsea
solutions for completions, construction, well intervention, inspection, maintenance,
and repair activities that enhance the efficiency and capability of our customers’
assets.
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Integrity Management & Digital Solutions (IMDS)
leverages software, analytics,
and services to establish optimized inspection and maintenance programs that
promote the safety, efficiency, and cost effectiveness of our customers’ programs
and assets.
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Aerospace and Defense Technologies (ADTech)
provides engineering services
and related manufacturing, principally for the U.S. Department of Defense and for
government and commercial space customers.
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About the cover art
: Our stakeholders often ask us what the “crystal ball” is telling us about the future of our
markets, offerings, and performance. With this in mind, our talented graphic designers imagined an Oceaneer
gazing into an aquatic sphere where future offerings are springing forth to join our core current business lines.
The Oceaneer is demonstrating our mission to “Solve the Unsolvable” as a new day dawns.
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3
Message from our
Chief Executive Officer
To our stockholders,
Oceaneering’s story has always been
about inspiration and innovation —
inspiration that comes from facing a
challenge that seems insurmountable, and
innovation that comes from working
together to achieve outcomes more
meaningful than any one of us could have
accomplished on our own.
Our unique culture and values enable us to apply advanced technologies and
integrated solutions to solve complex problems in harsh environments. In a
complex, globally interconnected, and increasingly digitally driven world, it’s our
common identity as Oceaneers that enables us to carry out our mission to “solve
the unsolvable.”
In 2024, our focus remained on building confidence and credibility with all of our
stakeholders, and I am pleased to share that we continue to deepen our
relationship with existing customers, improve talent retention and safety, and
deliver strong financial performance for our stockholders. You can learn more
about our financial and other business highlights throughout this proxy statement.
We look forward to working with all of our stakeholders to define what’s possible
for our shared future as we continue developing the remote, resident, and
autonomous technology solutions that are needed to achieve the best planet, for
the most people, for the longest time. On behalf of our Board of Directors, our
leadership team, and all Oceaneers around the globe, I want to thank you for
your investment and continued support.
Regards,
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Roderick A. Larson
President and Chief Executive Officer
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4
Oceaneering Core Values
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Do Things Right
We work safely and act with integrity in the best interest of our industry partners,
employees, and the environment.
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Solve Complex Problems
We provide products and services that work through listening, experience, and
curiosity.
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Grow Together
We collaborate, respect, and support each other so we can reach our full potential.
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Outperform Expectations
We perform with excellence to serve our customers and each other.
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Own the Challenge
We hold ourselves accountable for the promises we make and work we do.
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5
6
7
2024 Business
Highlights
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Financial Highlights
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Revenue
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Operating Income
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Net Income
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Adjusted EBITDA
(non-GAAP)
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$2.7 billion
consolidated
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$246 million
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$147 million
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$347 million
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10%
year-over-year
increase
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36%
year-over-year
increase
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51%
year-over-year
increase
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20%
year-over-year
increase
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Growth in all five
operating segments
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6th consecutive year of
growth
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Stockholder Value
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Share Price Growth
Share Repurchase Program
Repurchased
825,427
shares,
returning approximately
$20
million
to stockholders.
Increased share price from
$21.28 on December 29,
2023 to $26.08 on
December 31, 2024.
Non-GAAP Financial Measures
EBITDA and adjusted EBITDA on a consolidated basis are non-GAAP measures that exclude the impacts
of certain identified items. We believe these are useful measures for investors to review because they
provide consistent measures of the underlying results of our ongoing business. Furthermore, our
management uses these measures as measures of the performance of our operations. Reconciliations to
the corresponding GAAP measures are shown in the tables EBITDA and Adjusted EBITDA.
These tables
are included under “
Other Information
—
Reconciliations of Non-GAAP to GAAP Financial Information
”
below.
8
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Organizational Highlights
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New Markets and Technology
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Talent
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ROV Uptime
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U.S. DoD contract award for
Freedom ROV/AUV vehicle
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10% improvement on employee
engagement and enablement
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99% ROV uptime
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Acquisition of Global Design
Innovation Ltd.
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20% reduction in voluntary attrition
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10th consecutive year of 99%
uptime in rig support
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Segment Highlights
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Subsea Robotics (SSR)
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SSR achieved a 99% Remotely Operated Vehicle (ROV) uptime rate, underscoring
our commitment to deliver value to our customers. We saw a 12% improvement in
average ROV revenue per day utilized.
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Manufactured Products (MP)
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MP secured contracts for umbilicals with delivery dates extending into 2027. Our year-
end backlog of $604 million provides visibility into expected future activity levels and
profitability.
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Offshore Projects Group (OPG)
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OPG reported 14% year-over-year operating income improvement. We were awarded
multiple contracts for committed vessel service days in the Gulf of Mexico and saw
increased demand for intervention services that will continue into 2025.
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Integrity Management and Digital Solutions (IMDS)
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We acquired Global Design Innovation Ltd. (GDi), a digital twin and software services
provider. GDi’s software enhances our integrity management capabilities, improving
safety, data quality and integrity, and cost efficiency for our customers.
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Aerospace & Defense Technologies (ADTech)
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ADTech collaborated with SSR to win a contract award from the U.S. Department of
Defense to build a Freedom hybrid ROV/autonomous underwater vehicle (AUV) and
to establish an Onshore Remote Operations Center for the U.S. Navy.
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9
Nominees to the Board of Directors
Our Nominating, Corporate Governance & Sustainability Committee identifies the qualifications required
to provide effective oversight of our Company’s unique risk profile and strategy, evaluates the
characteristics of the current members of our Board of Directors (“Board”) against those necessary
qualifications, and engages in board succession planning discussions.
As a result of this careful process, our Board is comprised of experienced members with diverse
backgrounds and insights who were selected for their expertise in matters relevant to our business and
long-term strategy. Additionally, with the exception of Mr. Larson, all members of our Board meet the New
York Stock Exchange (“NYSE”) qualifications for independence, and seven out of our nine board
members have never been employed by the Company. Our Class III Directors are standing for election
this year.
Average Tenure
8
years
Average Age
65
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Name
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Age
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Independent
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Class
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Director
Since
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Membership
(C denotes Chair)
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M. Kevin McEvoy
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74
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Y
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III
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2011
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Board (C)
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Roderick A. Larson
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58
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III
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2017
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Board
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Paul B. Murphy, Jr.
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65
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Y
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III
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2012
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Board, Audit (C), NCGS
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William B. Berry
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72
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Y
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I
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2016
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Board, Comp
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Reema Poddar
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57
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Y
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I
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2024
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Board, Audit
(1)
, NCGS
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Jon Erik Reinhardsen
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68
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Y
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I
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2016
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Board, Comp, NCGS
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Karen H. Beachy
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54
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Y
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II
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2021
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Board, Audit, Comp
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Deanna L. Goodwin
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60
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Y
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II
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2018
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Board, Audit, Comp (C)
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Steven A. Webster
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73
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Y
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II
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2015
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Board, NCGS (C)
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(1)
Ms.
Poddar
was appointed to the Audit Committee effective February 21, 2025.
Please see “
Directors
” below for our directors’ biographies and summary of qualifications and
characteristics.
10
Executive Compensation Highlights
Our stockholders consistently support our compensation program, which is designed to attract and retain
key executives, motivate them to achieve our short-term and long-term objectives without exposing us to
excessive or unnecessary risk, and reward them for superior performance. Our compensation program is
tied to performance and contains significant variable cash and stock-based
compensation
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Approval of Say-On-Pay Vote
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2024
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2023
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2022
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Highlights of Our Compensation Programs:
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What we do
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What we do not do
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Align pay with performance
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Gross-up for excise taxes
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Conduct annual say-on-pay vote
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Enter into executive employment agreements
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Cap incentive award payouts
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Utilize single-trigger severance arrangements
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Utilize short- and long-term incentives/measures
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Pay above Target for Relative TSR if TSR is
negative
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Maintain a clawback policy aligned with SEC
requirements and NYSE listing standards
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Utilize an independent compensation consultant
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Employ stock ownership guidelines for directors
and officers
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Engage with stockholders and implement
feedback
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Prohibit hedging, pledging, and short sales
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For more information on our executive compensation program and the 2024 compensation of our named
executive officers, please
see “
Compensation Discussion & Analysis
” below
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11
Stockholder Engagement
W
e regularly engage with stockholders on significant issues, including our business strategy and
execution, corporate governance, executive compensation, sustainability reporting, and capital allocation.
Throughout the year, our Board and our leadership team consider feedback from stockholders and other
stakeholders
as we review our practices and disclosures
. At least once a year, we invite our largest
stockholders to join members of management, along with an independent member of the Board,
to hear
their perspectives on key issues as well as any feedback they would like conveyed to the Board.
Throughout the year, we engage with stockholders on our business strategy and execution in a variety of
settings. In 2024, we:
•
Hosted an Open House at our Houston, Texas facility, which showcased technology, service, and
product offerings across all five of our business segments;
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Attended 12 conferences; and
•
Conducted virtual and in-person meetings with over 100 institutional investors.
Additionally, our quarterly earnings calls provide stockholders with the opportunity to hear about our
financial results and engage with management.
As part of our year-end engagement process, we offered to engage with our 20 largest stockholders, who
collectively hold approximately 70% of our common stock, regarding our strategy, initiatives, governance
structure, and executive compensation program.
12
Voting Matters and Voting Recommendations
Items of Business and Board Voting Recommendation:
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1
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Election of Class III Directors
: Roderick A. Larson,
M. Kevin McEvoy, and Paul B. Murphy, Jr.
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FOR
each of the
nominees
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2
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Advisory Vote to Approve Executive Compensation
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FOR
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3
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Ratification of Appointment of Ernst & Young LLP as independent auditors
of Oceaneering for the year ending December 31, 2025
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FOR
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4
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Approval of the
Amended and Restated 2020 Incentive Plan
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FOR
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And transact any other business as may properly come before the Annual Meeting of Stockholders or any
adjournment or postponement thereof.
Please see “
Proposals
” below for more information about each of the proposals being submitted for your
vote at this year’s Annual Meeting of Stockholders.
13
14
Role of the Board of Directors
Oversight of Company Strategy and Risk
Our Board, with the assistance of its committees and our executive management team, oversees the
development and implementation of our long-term business strategy as well as the identification and
management of key risks and opportunities. To this end, our Board applies an external perspective and a
deep understanding of our business and global footprint, engages in continuous dialogue with
management, and adheres to a governance framework set forth in our Corporate Governance Guidelines
and respective committee charters, each of which is
available under the Governance tab in the Investors
section of our website (www.oceaneering.com)
.
Given our Board members’ deep experience and expertise in our industry and the industries of our
customers, technology and cybersecurity, human capital management, corporate development, and
governance, they are well positioned to engage in constructive discussions with management to inform
decisions regarding our budget and capital plans, business initiatives, and our long-term business
strategy to promote the best interests of our stockholders.
In reviewing the Company’s compensation program, the Compensation Committee has determined that
our compensation policies and practices do not create risks that are reasonably likely to have a material
adverse effect on the Company.
Our Board dedicates significant time at each Board meeting and at annual on-site strategic planning
sessions to the oversight of strategy and risks, including the
following
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Strategy Oversight
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Risk Oversight
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With an enterprise-level perspective,
encouraging investment and strategic divestment
to maximize stockholder returns
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Ensuring compensation programs do not
encourage excessive risk-taking
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Ensuring compensation philosophy and
programs are aligned to strategic objectives
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Encouraging sufficient investment in cybersecurity
and business enablement
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Assessing potential impact of evolving regulatory
geopolitical landscape on business strategy
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Monitoring management’s awareness and
mitigation strategies for risks associated with
generative AI and other emerging technologies
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Preparing for potential business model disruption
by rapid technological advancement
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Verifying sufficient controls to promote accurate
and timely financial reporting, regulatory
compliance, and prevention of conflicts of interest
and other lapses in ethical business practices
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Challenging existing and future markets and
market penetration
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Promoting a culture that appreciates and prioritizes
protection of health, safety, security, and
environment
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Ensuring sufficient focus on workforce of the
future
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Monitoring geopolitical changes for potential
financial impact and encouraging robust regulatory
compliance programs
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15
Our
Corporate
Governance
Framework
Oceaneering’s Board operates according to its Corporate Governance Principles and committee charters,
each of which is
available under the Governance tab in the Investors section of our website
(www.oceaneering.com)
, which promote effective decision-making and robust oversight within a flexible
structure that accounts for changing circumstances and the needs of our dynamic business. Summarized
below are several key attributes of our governance
framework
.
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Access to
management
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Board members have access to management routinely and by outreach.
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Annual self-
evaluations
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The Board engages in annual self-, peer-, and Board assessments to identify
areas that can be developed through training, education, and board succession
planning.
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Committee Members
are Independent
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Committee members are independent and were never employed by the
Company.
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Committee Chairs
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Our Chairs may only serve as Chair for one committee.
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Continuing education
and training
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The full Board receives annual education on governance and risk oversight and
has access to individual formal board member education and certifications.
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Executive sessions
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Non-employee directors meet in executive sessions at Board and committee
meetings outside the presence of management.
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Financial expertise
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Each Audit Committee member is financially literate, and Mr. Murphy (Chair) and
Ms. Goodwin each qualify as an “audit committee financial expert” as that term is
defined under SEC and NYSE rules.
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Single Class of
Shares
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We have a single class of shares with equal voting rights.
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Prohibition of
hedging, pledging
and other
transactions
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We prohibit short sales, transactions in derivatives, and hedging of Company
securities by directors, executive officers, and employees, and prohibit pledging
of Company securities by directors and officers.
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Separation of Chair
and CEO Roles
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Our Chair and CEO currently serve the Company in separate and distinct roles,
and the Board retains the flexibility to combine those two positions in the future.
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Stockholder
engagement
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We have a comprehensive year-round stockholder engagement program.
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Stock ownership
guidelines
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We have robust stock ownership guidelines for our directors and executive
officers.
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Succession planning
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Our Board regularly reviews Board and executive succession planning.
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16
Board
Independence
Under rules adopted by the NYSE, our Board must have a majority of independent directors. The director
independence standards of the NYSE require a board determination that a director have no material
relationship with us and no specific relationships that preclude independence. Our Board considers
relevant facts and circumstances in assessing whether a director is independent. Our Board has
determined that, with the exception of Mr.
Larson
, our President and Chief Executive Officer, all of our
directors currently meet the NYSE independence requirements.
17
Board and Committee Structure
We have three standing committees of our Board: the Audit Committee, the Compensation Committee,
and the Nominating, Corporate Governance & Sustainability Committee. The Board has confirmed that:
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All members of standing committees are independent in accordance with NYSE standards; and
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•
Standing committees perform audit, compensation, and nominating/corporate governance
functions in accordance with NYSE standards.
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The Committees operate in accordance with their committee charters, which are
available under the
Governance tab in the Investors section of our website (www.oceaneering.com)
.
The Board believes that
our current committee structure, leadership, and membership ensures appropriate governance and
oversight. Key information about our committees is outlined
below
.
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Audit Committee
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Paul B. Murphy, Jr. (Chair)
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Primary Responsibilities:
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Karen H. Beachy
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•
Oversee the integrity of our financial statements;
•
Monitor compliance with applicable legal and regulatory requirements;
•
Verify independence, qualifications and performance of our
independent auditors;
•
Validate the performance of our internal audit function;
•
Evaluate the adequacy of our internal control over financial reporting;
•
Oversee cybersecurity and other emerging technology risks; and
•
Annually evaluate its own performance and its charter.
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Deanna L. Goodwin
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Reema Poddar
(1)
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7 meetings during 2024
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Other Important Items:
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Our Board has determined that all Audit Committee members are
independent as required by the U.S. Securities and Exchange Commission
(the “SEC”). In addition, it has determined that Ms. Goodwin and Mr. Murphy
are audit committee financial experts and that all members of the Audit
Committee are financially literate, as defined in the applicable rules of the
SEC and the NYSE. For information relating to the background of each
member of the Audit Committee, see the biographical information under
“
Biographical Information for Nominees and Continuing Directors
” below.
The Audit Committee is responsible for oversight of our management team
with respect to their responsibility for our internal controls and the
preparation of our consolidated financial statements, as well as our
independent auditors, who perform an independent audit of the consolidated
financial statements and internal controls over financial reporting. The Audit
Committee regularly meets in executive session with the Company’s internal
audit director and independent auditors.
A copy of the Audit Committee charter is
available under the Governance tab
in the Investors section of our website (www.oceaneering.com)
. Any
stockholder may obtain a written copy of the charter from us upon request.
For the report of the Audit Committee for the fiscal year ended December
31, 2024, please see “
Report of the Audit Committee
” below.
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(1)
Ms.
Poddar
was appointed to the Audit Committee effective February 21, 2025.
18
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Compensation Committee
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Deanna L. Goodwin (Chair)
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Primary Responsibilities:
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Karen H. Beachy
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•
Oversee compensation of our executives, nonemployee directors and
other key employees, including short-term and long-term incentive
plans, benefit plans, and our supplemental executive retirement plan;
•
Consider adequacy and appropriateness of employee benefit plans
and practices;
•
Administer, review and make recommendations to the Board regarding
severance, termination, and change-of-control arrangements;
•
Review and make recommendations to the Board regarding the
directors’ and officers’ indemnification and insurance matters;
•
Evaluate performance of executive officers, including our Chief
Executive Officer;
•
Recommend to the Board the compensation of nonemployee
directors, Board committee chairpersons, and Board committee
members;
•
Administer the Company’s clawback policy;
•
Produce or assist management with the preparation of any disclosure
or reports with respect to compensation, plans or practices that may
be required from time to time by the rules of the NYSE or the SEC to
be included in our proxy statements for our annual meetings of
stockholders, annual reports on Form 10-K or any other filings to be
made with the SEC; and
•
Annually evaluate its own performance and its charter.
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W. Bill Berry
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Jon Erik Reinhardsen
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4 meetings during 2024
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Other Important Items:
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On an annual basis, the Compensation Committee engages a recognized
independent executive compensation consulting firm (the “Compensation
Consultant”) to assist the Compensation Committee in its administration of
compensation for our directors and executive officers (see “
Compensation
Discussion & Analysis
– The Role of the Compensation Consultant” in this
Proxy Statement). The Compensation Committee engaged
Meridian
Compensation Partners, LLC
(“
Meridian
”) to serve as the Compensation
Consultant in
2024
. Meridian has served in this capacity since 2015.
A copy of the Compensation Committee charter is
available under the
Governance tab in the Investors section of our website
(www.oceaneering.com)
. Any stockholder may obtain a written copy of the
charter from us upon request. For the report of the Compensation
Committee for the fiscal year ended December 31, 2024, please see “Report
of the Compensation Committee” below.
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19
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Nominating, Corporate Governance & Sustainability Committee
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Steven A. Webster (Chair)
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Primary Responsibilities:
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Paul B. Murphy, Jr.
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•
Recommend qualifications that should be represented on the Board;
•
Identify prospective directors and recommend candidates to stand for
election;
•
Recommend individuals to serve in chair and committee roles;
•
Assess the performance of our Board and its committees;
•
Review succession planning with respect to our Chief Executive
Officer, other executive officers, and Board;
•
Advise the Board regarding corporate responsibility;
•
Monitor emerging issues potentially affecting company reputation;
•
Monitor and advise the Board regarding public policy issues;
•
Evaluate related-person transactions;
•
Annually review and assess the adequacy of our corporate
governance policies, practices, and procedures; and
•
Annually evaluate its own performance and charter.
|
|
|
Reema Poddar
|
||
|
Jon Erik Reinhardsen
|
||
|
4 meetings during 2024
|
||
|
Other Important Items:
|
||
|
The Nominating, Corporate Governance & Sustainability Committee solicits
ideas for potential Board candidates from a number of sources, including
members of our Board and our executive officers. The Committee also uses
and compensates third-party search firms to identify qualified potential
Board candidates who might not be in the networks of members of our
Board and our executive officers.
The Nominating, Corporate Governance & Sustainability Committee
operates under a written charter adopted by our Board. A copy of this
charter and a copy of our Corporate Governance Guidelines are
available
under the Governance tab in the Investors section of our website
(www.oceaneering.com)
. Any stockholder may obtain a written copy of each
of these documents from us upon request.
|
||
20
Business Resiliency
At Oceaneering, we take a measured and data-driven approach to our work as we endeavor to “Solve the
Unsolvable” for our customers. As public discourse and geopolitical perspectives diverge on whether and
to what extent for-profit companies should prioritize environmental, social, and governance (“ESG”)
matters, our perspective has not changed. We have always prioritized business resiliency over short-term
accolades. Aligned with our Core Values, we carefully consider the complex interdependencies of
stockholder sentiment, customer demand, legal and regulatory landscape, geopolitical shifts,
technological developments, and the principles of our global workforce, all against the backdrop of our
commitment to deliver superior stockholder returns.
We continue to attract, retain, develop, motivate, and equip the most talented, qualified, and effective
global workforce, management team, and Board. We continue to promote effective ethics and compliance
programs. We continue to diversify our business in energy and non-energy markets, and we continue to
advance our greenhouse gas reduction initiatives.
(1)
Today, we generate the majority of our revenue from the oil and gas sector, so we carefully and
continually study the impact and timing of energy transition on our business. Our outlook, and pace of
increasing industry diversification, depends largely on the ongoing demand for oil and natural gas
products and services. We consider and rely on information from customers, third-party advisors, and
other sources as well as our own views on the principal drivers of demand for oil and gas.
Due to the continuing growth of populations and economies in developing countries; the increasing
demand for energy to support data centers and other emerging technological needs; the shortage of
other sources of affordable, reliable, scalable, and efficient energy; and rising worldwide demand for a
myriad of products made with petrochemicals, we expect that the need for additional oil and gas
exploration and development will continue for decades to come.
At the same time, due to concerns about climate change, we monitor and respond to demand for and
investment in cleaner hydrocarbon-based and renewable energy sources. We strive to meet the growing
need for lower-carbon energy by assisting customers to reduce their carbon emissions in exploring for,
developing, and producing oil and natural gas, while also diversifying our business into new strategic
growth areas in emerging energy and non-energy markets.
(1)
Our assessment of the current and future demand for oil and gas is continually evolving and includes
consideration of many factors as further described in our Task Force on Climate Related Financial
Disclosures (“TCFD”) report. We voluntarily disclose our greenhouse gas reduction initiatives, including our
key ESG metrics, consistent with the Sustainability Accounting Standards Board (“SASB”) voluntary
disclosure framework. Our TCFD and SASB reports can be found the Sustainability tab under the About Us
section of our website at: www.oceaneering.com. Unless specifically stated herein, documents and
information on our website are not incorporated by reference into this proxy statement.
21
Other
Corporate
Governance Information
Board Meetings and Attendance
During
2024
, our Board held
six
meetings of the full Board and
15
meetings of committees of the Board.
Each of our directors attended at least
75%
of the aggregate number of meetings of the Board and
meetings of committees of the Board on which they served (during the period of service). All directors are
invited to attend meetings of all committees of the Board, and in 2024, no committee meetings were
scheduled or held concurrently; as a result, most directors attended most or all of the committee
meetings regardless of whether they served on the committees.
In addition, directors are encouraged to attend the Annual Meeting. Last year,
all of our
directors attended
our Annual Meeting. In
2024
, the nonemployee directors met in regularly scheduled executive sessions
without management present, and similar sessions are scheduled for
2025
. The chairs of the Board, Audit
Committee, Compensation Committee and Nominating, Corporate Governance & Sustainability
Committee chair these executive sessions under our Corporate Governance Guidelines.
Compensation
Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as one of our officers or employees at any time.
None of our executive officers serves as a member of the compensation committee of any other company
that has an executive officer serving as a member of our Board. None of our executive officers serves as
a member of the board of directors of any other company that has an executive officer serving as a
member of our Compensation Committee. None of our directors or executive officers are members of the
same family.
Related
Party Policy and Transactions
The Board has adopted a written policy for approval of transactions between the Company and its
directors, director nominees, executive officers, greater than 5% beneficial owners of our common stock,
and each of their respective immediate family members, where the amount involved in the transaction
exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or
will have a direct or indirect interest in the transaction. Certain transactions are pre-approved or excluded
from consideration. A copy of this policy is
available under the Governance tab in the Investors section of
our website (www.oceaneering.com)
.
In the event of any transaction subject to the policy, consideration may be given to:
•
The nature and extent of the related person’s interest and involvement in the transaction;
•
The approximate dollar value involved in the transaction;
•
Whether the transaction was undertaken in the ordinary course of Oceaneering’s business;
•
Any material terms of the transaction, including whether the transaction is or would be on terms no
less favorable to Oceaneering than terms that could have been reached with an unrelated party;
•
The business purpose of, and the potential benefits to Oceaneering of, the transaction;
•
Whether the transaction would impair the independence of a non-employee director;
•
Required public disclosure, if any; and
•
Any other information regarding the transaction or the related person.
Several of our Board members and executive officers serve as directors or executive officers of other
organizations, including organizations with which we have or may have commercial and charitable
relationships. We do not believe that any director or nominee had a direct or indirect material interest in
any covered transactions during
2024
and through the date of this Proxy Statement.
Stephen Lazar, Jr.
, who is a
brother-in-law of Mr. McEvoy
, serves as
Director, Sustainability
, for which Mr.
Lazar
received total compensation for
2024
of approximately
$251,000
. Mr.
Lazar
’s compensation was
established by the Company in accordance with our compensation practices applicable to employees
22
with comparable qualifications and responsibilities and holding similar positions and is commensurate
with that of his peers in our compensation framework.
Business
Conduct Policy
Our Board adopted a code of ethics that applies to our Chief Executive Officer and senior financial
officers, including our Chief Financial Officer, Chief Accounting Officer, and Treasurer or Controller, and a
code of business conduct and ethics that applies to all our directors, officers, and employees. Each is
available under the Governance tab in the Investors section of our website (www.oceaneering.com)
. Any
stockholder may obtain a printed copy of these codes from us upon request. Any change in or waiver of
these codes of ethics will be disclosed on our website.
Communications
with Board
Interested parties may communicate directly with the nonemployee directors by sending a letter to the
“Board of Directors (Independent Members)” c/o Corporate Secretary, Oceaneering International, Inc.,
5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086
.
23
24
Board
Composition and Succession Planning
Our Board believes that effective oversight and advancement of our long-term strategy comes from the
contributions of directors with diverse and complementary qualifications, attributes, skills, and expertise
(“Qualifications”) aligned to our long-term strategy and Core Values. The Nom
inating, Corporate
Governance & Sustainability Committee
regularly reviews these Qualifications, a subset of which is
summarized on the Board Skills and Experience Matrix below.
The Board endeavors to retain directors with a deep knowledge of Oceaneering and its relevant
industries as well as to attract directors with fresh perspectives. The Nominating, Corporate Governance
& Sustainability Committee intentionally conducts broad searches with the assistance of outside advisors
to maintain a wide pool of potential board members.
Board
Qualifications
In assessing the qualifications of existing and prospective nominees to the Board, the Nominating,
Corporate Governance & Sustainability Committee considers, i
n addition to criteria in our Amended and
Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines, each nominee’s integrity,
experience, skills, ability and willingness to devote the time and effort necessary to be an effective board
member, and commitment to acting in the best interests of Oceaneering and its stockholders. The Board
believes that its current composition reflects a group of highly talented individuals with the Qualifications
and perspectives best suited to perform oversight responsibilities for Oceaneering and our stockholders
and to promote achievement of our long-term strategy.
In selecting and defining the Qualifications reflected in the Board Skills and Experience Matrix below, the
Board considered how such Qualifications align to its oversight capabilities, critical needs, and strategic
priorities. The Board recognizes that its members have at least a deep proficiency in all or nearly all of the
identified Qualifications. However, based on a contextual review of the particular roles each director plays
on the Board, it selected a Qualification for a director only if it was gained through experience as a senior
executive with significant responsibility over time or with high-profile complex matters. The absence of a
selection on the Board Skills and Experience Matrix should not be interpreted as a lack of expertise or
contribution as it relates to that skill. The Company benefits greatly from having directors with diverse skill
sets who contribute in ways that go beyond the items highlighted on the matrix.
In addition to the Qualifications highlighted on the Board Skill and Experience Matrix below:
•
All members of our Board have been determined to be financially literate.
•
Other than Mr.
Larson
, all members of our Board have been determined to be independent
according to the standards of the New York Stock Exchange. In addition, our standing Board
committees are entirely comprised of independent Board members who were not previously
employed by Oceaneering.
•
All members of our Board have held executive and board roles with publicly traded companies
where they have had significant responsibility driving and overseeing organic and inorganic growth
and expansion, strategic plan development, and driving stockholder value.
•
Our Board members’ service ranges from
one
to
14
years, with an average tenure of
eight
years.
25
Board Skills and Experience
Matrix
|
Skills and Qualifications
|
McEvoy
|
Beachy
|
Berry
|
Goodwin
|
Larson
|
Murphy
|
Poddar
|
Reinhardsen
|
Webster
|
|
|
Corporate Development & Strategy:
Public company executive
level experience leading growth, developing a strategic plan, driving
value, and overseeing growth and expansion; experience with M&A
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
Energy Industry:
Executive level experience at an energy company
or at a company providing products or services to the energy
industry; other experience with energy transition
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
|
Financial Management:
Executive level experience in corporate
finance, accounting, capital deployment, capital markets, debt, and
relevant financial legal and regulatory issues
|
|
•
|
•
|
•
|
||||||
|
Global Business:
Executive level experience leading international
business strategy and operations; perspective and experience
evaluating an international entity’s operating and strategic
performance and growth; experience with global regulatory matters
|
|
•
|
•
|
•
|
•
|
•
|
•
|
|||
|
Governance:
Experience as chair of corporate governance
committee, compensation committee, or audit committee, or as lead
independent director of public company board
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
Government Contracting:
Experience with defense or government
contracting; holds a security clearance
|
|
•
|
•
|
•
|
||||||
|
Health, Safety, Security & Environment (HSSE):
Executive level
experience leading HSSE operations at a large or multinational
company; depth of experience and familiarity with factors specific to
energy, aerospace, defense, and industrial settings
|
|
•
|
•
|
•
|
•
|
•
|
•
|
|||
|
Human Capital Management:
Executive level experience at a
company with a large or global workforce, including strategic
workforce planning and development.
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
Logistics, Industrial & Manufacturing:
Executive level experience
providing oversight of extensive or complex operations spanning
industrial, manufacturing, or supply chain
|
|
•
|
•
|
•
|
•
|
•
|
||||
|
Maritime, Offshore & Admiralty:
Experience with seafaring
commercial operations, offshore operations including exploration and
subsea activities, and maritime law
|
|
•
|
•
|
•
|
•
|
|||||
|
Risk Management:
Executive level experience identifying and
evaluating business-related risk, deep knowledge of industry-related
risks; strong familiarity with management controls
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
Technology, Al, Robotics & Cybersecurity:
Executive level
experience leading technology programs; advanced knowledge of
cybersecurity controls; experience providing oversight of extensive
or complex operations spanning engineering, robotics or Saas
|
|
•
|
•
|
•
|
26
Biographical
Information for Nominees and
Continuing Directors
The following biographical disclosures are provided both for the nominees for election as
Class III
directors, Mr.
Roderick A. Larson
, Mr.
M. Kevin McEvoy
and Mr.
Paul B. Murphy, Jr.
, as well as the
continuing directors of Oceaneering (ages are as of
May 9, 2025
).
|
Roderick A. Larson
President, Chief Executive Officer, and Director, Class III
|
||
|
Key Qualifications
Mr. Larson has in-depth knowledge of our business and the energy industry,
gained from nearly three decades of experience in the oilfield services sector,
including leading the strategic evolution of energy companies in response to
changing market conditions, driving business expansion into new geographies
and markets, and spearheading advanced technological innovation.
Select Skills
•
Energy Industry
– Mr. Larson contributes to the Board his deep
understanding of Oceaneering’s strategy, operational priorities, and valuable
insights into market dynamics and growth opportunities. Prior to joining
Oceaneering, he held several leadership positions at Baker Hughes, where
he developed a strong track record of successfully managing large-scale
operations and delivering exceptional results across global markets. His early
career roles as operations manager and field engineer for an oilfield services
company in the U.S. and Venezuela provided him with foundational technical
and operational skills.
•
Corporate Development and Strategy
–
Throughout his tenure at
Oceaneering, he has been instrumental in guiding the Company through
periods of significant growth and transformation. His efforts, including the
acquisition of Ecosse Subsea Systems, have expanded the Company’s
offshore renewable energy capabilities, and have consistently positioned
Oceaneering at the forefront of technological advancement in engineered
services to provide comprehensive service to the offshore energy industry.
•
Government Contracting
– Developed through his extensive experience
managing contracts and delivering services to government agencies, Mr.
Larson possesses in-depth knowledge of government stakeholders and
procurement regulations, including budgeting, cost accounting and financial
reporting specific for government contracts. His expertise in compliance with
regulations governing sensitive projects enhance Board’s oversight of
Oceaneering’s Aerospace and Defense business.
Professional Highlights
Oceaneering International, Inc. (NYSE: OII)
•
President & CEO (since 2017)
•
President & COO (2015 – 2016)
•
SVP (2012 – 2015)
Baker Hughes Company (NASDAQ: BKR) – a leading global oilfield
services company
•
President, Latin America (2011 – 2012)
•
VP, Operations, Gulf of Mexico Region (2009 – 2011)
•
Gulf Coast Area Manager (2007 – 2009)
•
Special Projects Leader Technical Training (2006 – 2007)
|
||
|
Committee Membership:
N/A
Director Since:
May 2017
Age:
58
|
||
|
Education:
•
BS in Electrical
Engineering, North
Dakota State University
•
MBA, Jones Graduate
School of Business,
Rice University
Current Public Company
Boards:
•
Newpark International,
Inc. (NYSE: NPKI)
(since 2014)
Other Notable Boards /
Affiliations:
•
National Ocean
Industries Association,
Director (since 2018)
•
American Petroleum
Institute, Director (since
2017)
•
Energy Workforce and
Technology Council,
Chair (2021)
|
||
27
|
M. Kevin McEvoy
Board Chair, Class III
|
||
|
Key Qualifications
Mr. McEvoy brings to our Board a comprehensive understanding of
Oceaneering and its businesses gained through his decades of service with
the Company, including as our former CEO and in leadership roles in each
of our business segments (including three international assignments). His
role as lead independent director for a publicly traded company in the
construction
industry has also equipped him with deep expertise in
corporate governance and strategy oversight, including matters related to
public policy, energy transition, risk management, and stakeholder
engagement.
Select Skills
•
Government Contracting
– Acquired deep expertise in Oceaneering’s
government contracting activities, including contract management,
regulatory compliance, and stakeholder engagement through his nearly
four decades with the Company, including six years as CEO. Mr.
McEvoy’s significant knowledge of the government procurement
process as well as the priorities of government stakeholders provide the
Board with useful insights related to oversight of programs in our
ADTech business.
•
Maritime, Offshore and Admiralty
– Developed a deep expertise in
offshore and maritime operations through his more than 45 years of
experience in offshore, diving, and other subsea and marine-related
activities, primarily in oilfield-related areas, with significant international
exposure. Mr. McEvoy developed a solid foundation in maritime
operations from his early career service with the Navy, where he was
engaged in diving, salvage, and submarine rescue activities.
•
Health, Safety, Security, and Environment
– Mr. McEvoy’s history of
operational leadership and business development with Oceaneering,
including as COO and as an instrumental leader in developing three of
our five business segments, has provided him with significant
experience in health, safety, security and environmental management in
complex environments. Throughout his tenure, he maintained a strong
focus on safety and environmental performance, with Oceaneering
recognized for its safety practices in 2016 with an award from the
National Ocean Industries Association.
Professional Highlights
Oceaneering International, Inc. (NYSE: OII)
•
CEO (2011 – 2017)
•
President (2011 – 2015)
•
COO (2010 – 2011)
•
EVP (2006 – 2010)
•
SVP, Western Region (2000 – 2006)
U.S. Navy
•
Diving & Salvage Officer (1972 – 1976)
|
||
|
Committee Membership:
N/A
Director Since:
May 2011
Age:
74
|
||
|
Education:
•
MBA, Texas A&M University
•
CERT Certificate in
Cybersecurity Oversight,
Carnegie Mellon University
Software Engineering
Institute, and the National
Association of Corporate
Directors
Current Public Company
Boards:
•
EMCOR Group, Inc. (NYSE:
EME), Lead Independent
Director (since 2016)
Other
Notable Boards /
Affiliations:
•
National Ocean Industries
Association, Chairman (2016
– 2017)
|
28
|
Paul B. Murphy, Jr.
Independent Director, Class III
|
||
|
Key Qualifications
Mr. Murphy brings considerable experience and perspective through his
executive officer roles with financial institutions that forged strong
partnerships with energy companies. With over 43 years of business and
entrepreneurial experience in the financial services industry including 23
years as a CEO, and with over 25 years of experience as a public company
director, Mr. Murphy provides valuable perspectives on financial strategy,
corporate development, core growth, risk control and many other aspects of
running a business.
Select Skills
•
Corporate Development and Strategy
– Mr. Murphy played a key role
in forming Cadence Bank raising $1 billion capital and assembling an
experienced management team. He oversaw the bank’s NYSE 2017
IPO and its merger with BancorpSouth Bank in 2021. During Mr.
Murphy's tenure at Cadence, the company grew to over $18 billion in
assets. During his tenure as CEO of Amegy Bank, the company grew
from less than $100 million in assets to more than $10 billion. During
his 20 years there, the company went public on NASDAQ, successfully
executing integration of multiple strategic acquisitions and sold to Zions
Bancorp in 2005.
•
Financial Management
– Through his senior executive leadership
roles with several commercial banks, Mr. Murphy developed significant
expertise in financial reporting, investment analysis, capital financing
strategies and regulatory compliance. As CEO of Amegy Bank, a
regional bank in Texas with strong partnerships with energy companies
and a robust energy banking business, Mr. Murphy gained particular
expertise in the energy sector, focusing on specialized lending products
for the energy companies.
•
Risk Management
– Mr. Murphy demonstrated strong risk
management skills throughout his career, including navigating complex
financial landscapes, optimizing asset growth strategies, and assessing
strategic acquisitions, which delivered substantial returns to investors.
Through his financial industry career, Mr. Murphy gained significant
expertise in risk management, helping energy companies successfully
navigate the cyclical and changing nature of the energy markets.
Professional Highlights
Cadence Bank (NYSE: CADE) and its predecessors Cadence
Bancorporation and Cadence Bank, N.A. – an American commercial
bank
•
CEO (2021 – 2023)
•
Chairman & CEO (2009 – 2021)
Amegy Bank of Texas (acquired by Zions Bank in 2005) – a leading
regional bank
•
CEO (2000 – 2009)
•
President (1996 – 2000)
•
EVP (1990 – 1996)
Allied Bank of Texas (acquired by First Interstate in 1987) – a Houston-
based regional bank
•
VP (1981 – 1989)
|
||
|
Committee Membership:
•
Audit (Chair)
•
Nominating, Corporate
Governance & Sustainability
Director Since:
August 2012
Age:
65
|
||
|
Education:
•
BS, Banking and Finance,
Mississippi State University
•
MBA, University of Texas at
Austin
Current Public Company
Boards:
•
Natural Resource Partners
L.P. (NYSE: NRP) (since
2018)
Other
Notable Boards /
Affiliations:
•
Murphy Interests, founder
(2023)
•
Cadence Bank, Director
(NYSE: CADE) (2011 – 2023)
•
Amegy Bank of Texas,
Director (1994 – 2009)
•
Hines REIT, Director (2008 –
2017)
•
Houston Branch of the
Federal Bank Reserve of
Dallas, Director
(2009 – 2016)
|
29
|
William B. Berry
Independent Director, Class I
|
||
|
Key Qualifications
Mr. Berry contributes over five decades of leadership experience in the
domestic and international oil and gas industry, with deep expertise in both
onshore and offshore exploration and production, which significantly
contributes to Board discussions on strategy and oversight of safe and
productive operations across numerous global markets. His extensive
knowledge of energy-focused customer needs provides valuable insights
into Oceaneering’s key growth drivers, evolving capabilities, global footprint,
and application of advanced technologies and high-performance standards
within challenging environments.
Select Skills
•
Energy Industry
–
Mr. Berry developed expertise in the energy
industry over his extensive industry tenure as a corporate advisor and
member of executive leadership teams, with a successful track record
of aligning strategic priorities with the variable oilfield lifecycle and
introducing innovative petroleum technologies to enhance efficiency. In
his most recent role as CEO of an oil and natural gas company, Mr.
Berry was responsible for securing the company’s entrance into new
regions and overseeing its carbon capture investment efforts, which
aligns with Oceaneering’s growth priorities.
•
Human Capital Management
– Mr. Berry is well-known as an
operational leader who prioritizes people development and workforce
planning within a broad international talent pool for achievement of
financial, safety, and operational goals.
Professional Highlights
Continental Resources, Inc. (formerly NYSE: CLR)
– American oil and
natural gas company
•
CEO (2020 – 2023), President (2022 – 2023)
ConocoPhillips
(NYSE: COP) and its predecessor, Phillips Petroleum
Company – global energy exploration and production company
•
EVP, Exploration & Production (2003 – 2008)
•
President, Asia Pacific (2002)
•
SVP, Exploration & Production, Eurasia-Middle East (2001 – 2002)
•
VP, Exploration & Production, Eurasia (1998 – 2001)
•
VP, International Exploration & Production, New Ventures (1997)
•
China Country Manager, Worldwide Drilling and Production (1995 –
1997)
•
Various other positions of increasing leadership (1976 – 1995)
|
||
|
Committee Membership:
•
Compensation
Director Since:
June 2016
Age:
72
|
||
|
Education:
•
BS and MA, Petroleum
Engineering, Mississippi
State University
Current Public Company
Boards:
•
None
Other
Notable Boards /
Affiliations:
•
Continental Resources, Inc.
(formerly NYSE: CLR) (2014
– 2023)
•
Frank’s International N.V.
(NYSE: FI) (2015 – 2020)
•
Teekay Corporation (NYSE:
TK) (2012 – 2015)
•
Wilbros Group, Inc. (NYSE:
WG) (2008 – 2014)
•
Access Midstream Partners,
L.P. (formerly NYSE: ACMP)
(2013 – 2014)
•
Woods Hole Oceanographic
Institute
(since 2024)
•
Hamm Institute of American
Energy at Oklahoma State
University (since 2022)
•
Mississippi State University
Foundation, Board of
Directors (since 2024)
|
30
|
Reema Poddar
Independent Director, Class I
|
||
|
Key Qualifications
Ms. Poddar brings extensive global experience in product and technology
strategy, development, and delivery, accelerating digital transformation,
cybersecurity, artificial intelligence, and other emerging technologies. Her 30-
year career includes executive and board roles for public, private, and start-up
companies where she exhibited deep expertise in enterprise risk management
and held oversight responsibility for the full product innovation lifecycle from
concept development to delivery.
Select Skills
•
Technology, AI, Robotics, & Cybersecurity
– Ms. Poddar has extensive
experience driving innovation in technology-focused companies. She
successfully launched AI-powered diagnostic and pathway informatics
solutions to improve quality, promote efficiency, and enhance patient
experience. She also led the product roadmap at an AI-integrated
cybersecurity company, optimizing data privacy and compliance. At
Teradata, she launched an AI-powered data and analytics SaaS platform on
multiple cloud providers and oversaw the company’s corporate security,
product strategy, go-to-market approach, and digital transformation. Ms.
Poddar held a leadership role at GE in developing an AI/ML-driven Asset
Performance Management cloud SaaS product with over $1 billion in sales.
•
Corporate Development and Strategy
– At Koninklijke Philips, Ms. Poddar
led strategic initiatives for its multi-billion dollar digital healthcare informatics
business, including transitioning operating models, developing portfolio
roadmaps, and ensuring strategic alignment across divisions. She also
orchestrated a $12 billion transformation in GE Healthcare P&L from on-
premises to cloud-based services, delivering substantial value creation.
•
Human Capital Management
– Ms. Poddar has fostered creativity,
collaboration, and success with a variety of teams throughout her career.
She has demonstrated a strong track record of recruiting and developing
high-performance talent, particularly at Philips and Teradata, where she led
large, multidisciplinary teams responsible for driving enterprise-wide
technological innovation initiatives.
Professional Highlights
Koninklijke Philips N.V. (NYSE: PHG)
– a multinational health technology
company
•
EVP & General Manager, Diagnostic and Pathway Informatics Business
(2022 – 2023)
OptimEyes.AI
– an AI-integrated cybersecurity software firm
•
Executive Head of Product Development (2020 – 2022)
Teradata Corporation (NYSE: TDC)
– a software company that specializes in
data warehousing and data analytics solutions, and data management solutions
•
EVP & Chief Development Officer (2019 – 2020)
•
EVP & Chief Product & Technology Officer (2018 – 2019)
•
SVP, Product Development (2017 – 2018)
AdFender, Inc. –
an advanced software privacy solutions company
•
Executive Head of Engineering & Operations (2016 – 2017) and Co-
Founder (since 2010)
General Electric Company (NYSE: GE)
– a multinational conglomerate with
aerospace, energy, healthcare, and finance divisions
|
||
|
Committee Membership:
•
Audit
•
Nominating, Corporate
Governance &
Sustainability
Director Since:
February 2024
Age:
57
|
||
|
Education:
•
BS in Physics, Mahatma
Gandhi University
•
MCA in Computer Science,
Bangalore University
•
CERT Certificate in
Cybersecurity Oversight,
Carnegie Mellon University
Software Engineering
Institute, and the National
Association of Corporate
Directors
Current Public Company
Boards:
•
MeridianLink Inc. (NYSE:
MLNK) (since 2021)
Other
Notable Boards /
Affiliations:
•
Accion Labs Group
Holdings, Inc., Director
(since 2021)
•
OptimEyes.AI, Board of
Advisors (since 2020)
•
Corporate Council Board of
Advisors to the Dean of UC
San Diego Jacobs School
of Engineering, Director
(2018 – 2020)
|
||
31
|
Jon Erik Reinhardsen
Independent Director, Class I
|
||
|
Key Qualifications
Mr. Reinhardsen brings an extensive international perspective and
knowledge of the global energy industry, with a focus on the subsea oilfield
services industry and ensuring safe operations, as well as an
understanding of customer perspectives from his roles with two of
Oceaneering’s international clients. His significant financial and operational
expertise, gained during a career spanning over 35 years in engineering,
construction, and energy-related businesses, provides crucial insights to
Board oversight of operational strategy.
Select Skills
•
Maritime, Offshore and Admiralty
– Developed through his significant
leadership experience with offshore oil and gas services, including nine
years as CEO of a subsurface marine technology company focused on
evolving energy sector needs. He led the company through the financial
crisis to become one of the preeminent firms in its industry, leveraging
strategic marine fleet acquisitions and driving the integration of cutting-
edge technology.
•
Global Business
– Mr. Reinhardsen brings significant perspective on
international operations given his long tenure in executive roles at
global energy companies. As CEO of Petroleum Geo-Services ASA,
headquartered in Norway, he was responsible for operations and
assets on multiple continents. He also served as Executive Vice
President and Deputy CEO of Aker Kvaerner’s oil and gas businesses,
with operations in North and South America, Australia, and Asia Pacific.
•
Health, Safety, Security, and Environment
– Mr. Reinhardsen has
deep expertise overseeing health, safety, and environment programs in
the oil and gas services industry. While CEO of PGS, he achieved
improvements in safety incident rates pursuing an ambitious goal to
have industry-leading health, safety, environmental and quality
performance. Mr. Reinhardsen also brings experience in environmental
impact management and sustainability through his leadership roles with
Aker Kvaerner, which was at the forefront in developing CO2 capture
and storage technology.
Professional Highlights
Petroleum Geo-Services ASA (“PGS”)
(formerly OSL: PGS, merged with
TGS ASA in 2024) – an international company providing geophysical and
geological services
•
CEO (2008 – 2017)
Alcoa, Inc.
(formerly NYSE: AA, split into Alcoa Corp. and Arconic Inc., now
Howmet Aerospace, in 2016) – an American multinational industrial
corporation
•
President, Global Primary Products Growth (2005 – 2008)
Aker Solutions
(formerly Aker Kvaerner and predecessor and affiliated
companies) – an engineering and construction services company
•
EVP, Maritime (2003 – 2005)
•
Deputy CEO, Oil & Gas (operated from Houston) (2002 – 2003)
•
Group EVP (operated from Houston) (1997 – 2002)
•
Various positions of increasing leadership (1983 – 1997)
|
||
|
Committee Membership:
•
Compensation
•
Nominating, Corporate
Governance & Sustainability
Director Since:
October 2016
Age:
68
|
||
|
Education:
•
MSc in Applied Mathematics
and Geophysics, University
of Bergen
Current Public Company
Boards:
•
Equinor ASA (NYSE: EQNR),
Chair (Since 2017)
Other
Notable Boards /
Affiliations:
•
Baring Group, Chair (since
2023)
•
Telenor ASA (OSL: TEL.OS),
Director (2014-2023)
•
Borregaard ASA (OSL: BRG),
Director (2016 – 2018)
•
Cameron International
Corporation (formerly NYSE:
CAM), Director (2009 – 2016)
|
32
|
Karen H. Beachy
Independent Director, Class II
|
||
|
Key Qualifications
Ms. Beachy brings over 30 years’ experience in strategy implementation, corporate
and business development, supply chain management, public policy, energy
transition, risk management, and stakeholder engagement.
Select Skills
•
Energy Industry
– Ms. Beachy has demonstrated a strong track record of
innovation and strategic transformation to reduce the carbon intensity of various
energy supply sources, including Renewable Natural Gas (RNG) and Liquefied
Natural Gas (LNG), carbon capture and sequestration, hydrogen and
electrification of operations. More recently, she has served as an advisor to
corporate clients on the transition to clean energy and smart grid technology.
•
Logistics, Industrial & Manufacturing
– Gained during her executive
leadership roles in supply chain logistics and energy procurement, most notably
at Black Hills Corp, where she led the supply chain function, overseeing
strategic planning, merger integrations, cost and third-party risk management,
including cybersecurity, to enhance operational efficiencies and strategic
sourcing capabilities. Additionally, Ms. Beachy brings international procurement
experience developed through her experience working with a German electric
utility, where she oversaw LNG procurement.
•
Government Contracting
– Ms. Beachy’s leadership roles in the highly
regulated energy and utility industries have equipped her with a comprehensive
understanding of federal and state regulatory frameworks, and insights into the
priorities of public agencies and stakeholders. Further, she brings a valuable
perspective developed through her successful track record of developing
strategic partnerships with government agencies.
Professional Highlights
Think B3 Consulting, LLC
– a consulting firm providing strategic and business
planning advisory services
•
Principal Consultant & Founder (since 2021)
The Alliance Risk Group, LLC
– a consulting firm providing risk management and
capital efficiency advisory services to the energy sector
•
Associate (2022 – 2024)
Black Hills Corp.
(NYSE: BKH) – an electric and gas utility company
•
SVP, Growth & Strategy (2019 – 2020)
•
VP, Growth & Strategy (2018 – 2019)
•
VP (2016 – 2018)
•
Director, Supply Chain (2014 – 2016)
Vectren Corp.
(formerly NYSE: VVC, merged with CenterPoint Energy, Inc. in
2019) – a natural gas and electricity holding company
•
Leadership roles in operations and sourcing (2010 – 2014)
J.
J. Y. Legner Associates
•
Business Development Consultant (2009 – 2010)
Ignite Business Solutions
– Owner
•
Consultant (2008 – 2010)
LG&E Energy Corporation
(acquired by PPL Corp. in 2010) and predecessors
LG&E and KU Energy LLC – an electric and natural gas utility company
•
LNG Project Manager: Expat Assignment, Germany (2007 – 2008)
•
Change Management Architect: Special Assignment (2006 – 2006)
•
Manager, Supplier Diversity (2003 – 2006)
•
Operations Manager, Elizabethtown & Shelbyville (2000 – 2003)
•
Supervisory Underground Construction & Maintenance (1998 – 2000)
•
Product Manager, Telecommunications Products (1997 – 1998)
|
||
|
Committee Membership:
•
Audit
•
Compensation
Director Since:
January
2021
Age:
54
|
||
|
Education:
•
BS in Political Science
and MS in Marketing,
Purdue University
Current Public Company
Boards:
•
Pangaea Logistics
Solutions Ltd.
(NASDAQ: PANL)
(since 2022)
|
33
|
Deanna L. Goodwin
Independent Director, Class II
|
||
|
Key Qualifications
Ms. Goodwin brings to the Board almost 40 years of executive and board
experience in the oil and gas products and services industry and for
international public companies. Her expertise in operations and risk
management in offshore engineering, manufacturing, and construction as
well as significant public accounting and auditing background, strengthens
the Board’s oversight of Oceaneering’s financial strategy and reporting.
Select Skills
•
Financial Management
– Developed throughout her divisional CFO
roles at public companies, leadership positions at a leading global
accounting and consulting firm, and as a chartered professional
accountant, Ms. Goodwin has critical industry-specific experience in
capital markets, capital deployment in asset intensive industries,
financial strategy, P&L, budgeting, financial reporting and accounting,
and audit and related assurances.
•
Risk Management
– In her role as a regional President at Veritas
DGC, Ms. Goodwin was responsible for developing and implementing
strategies to mitigate cyclical energy-specific financial and operational
risks. She also has experience managing risks associated with major
international transactions, leading Technip’s $1.3 billion acquisition of
Global Industries, which substantially expanded the company’s subsea
market, and leading the global integration team in driving strategic
organizational design, change management, and operational control.
Professional Highlights
Technip SA
(formerly XPAR: TEC, merged with FMC Technologies in
2017) – a leading global provider of engineering and construction services
for the offshore and onshore energy sector
•
President, North America (2013-2017)
•
COO, Offshore (2012-2013)
•
SVP, Operations Integration of Global Industries (2011-2012)
•
SVP & CFO, Technip USA (2008-2011)
Veritas DGC, Inc.
(formerly NYSE: VTS) – a leading provider of
geophysical information and services to the petroleum industry
•
President, Western Hemisphere (2007 – 2008)
•
President, Land (2004 – 2006)
•
SVP, Operations (2003 – 2004)
•
VP, US Land Library (2001 – 2002)
•
CFO & VP, Land Division (1996 – 2001)
•
Manager, Financial Reporting (1993 – 1995)
Price Waterhouse
(now Price WaterhouseCoopers LLP), an audit,
assurance, consulting and tax accounting firm
•
Various positions of increasing leadership (1987 – 1993)
|
||
|
Committee Membership:
•
Compensation (Chair)
•
Audit
Director Since:
February 2018
Age:
60
|
||
|
Education:
•
B. Comm, Accounting, University
of Calgary
Current Public Company
Boards:
•
Kosmos Energy Ltd. (NYSE:
KOS) (since 2018)
•
Arcadis NV (OTCMKTS:
ARCAY) (since 2016)
Other
Notable
Boards /
Affiliations
:
•
Chartered Professional
Accountants of Canada, Member
|
34
|
Steven A. Webster
Independent Director, Class II
|
||
|
Key Qualifications
Mr. Webster possesses extensive knowledge of the energy industry gained
from decades of experience in onshore and offshore oil and gas exploration
and production, and oilfield services. He provides the Board with deep
expertise in financial management and strategy, drawing on over 30 years
in private equity and investment, as well as significant business leadership
skills developed through his roles as a CEO and as director of various
public and private companies.
Select Skills
•
Corporate Development and Strategy
– Mr. Webster successfully
drove corporate strategy at oil and gas companies, most notably as Co-
Founder and CEO of R&B Falcon Corp., which he grew from a single-
rig drilling contractor to one of the world’s largest offshore drilling
companies through consolidation and strategic growth initiatives. As a
Managing Partner at Avista and AEC Partners, he has advised on a
range of successful mergers, acquisitions, and IPOs, positioning his
clients for growth. Over his career, he has co-founded or been a lead
investor in numerous successful energy ventures, including Carrizo Oil
and Gas, R&B Falcon, Grey Wolf, Hercules Offshore, Laredo Energy,
Peregrine Oil & Gas, and Union Drilling.
•
Financial Management
– Developed significant expertise in capital
allocation and financing strategies, financial reporting, and strategic
financial planning during his extensive experience in venture capital and
private equity investing, including co-founding a private equity firm in
2005. Mr. Webster also possesses unique perspectives on maximizing
shareholder value in a cyclical energy sector with deep understanding
of the global energy sector environment.
•
Risk Management
– Acquired through his experiences serving as CEO
of two leading companies in the offshore oil and gas exploration sector,
Mr. Webster has a strong track record overseeing and developing
effective mitigation strategies for operational and financial risks in
dynamic energy markets. He also provides insights into best practices
for managing environmental impact risks and building a strong safety
culture across the enterprise, contributing to the Board his deep
knowledge of regulatory compliance matters specific to our industry.
Professional Highlights
AEC Partners, L.P.
– a private equity firm investing in the energy sector
•
Managing Partner (since 2018)
Avista Capital Partners, L.P.
– a private equity firm investing in the
healthcare sector
•
Co-Founder (since 2005), Managing Partner (2005 – 2018)
Global Energy Partners, Ltd.
– an affiliate of DLJ Merchant Banking and
CSFB Private Equity focused on investing in the energy sector
•
Managing Partner (2000 – 2005)
Carrizo Oil & Gas
(NASDAQ: CRZO) – an energy exploration,
development and oil and gas production company
•
Chair & Co-Founder (1993 – 2019)
R&B Falcon Corp.
(formerly NYSE: FLC, acquired by Transocean Sedco
Forex Inc. in 2000) and its predecessor, Falcon Drilling Company – an
offshore drilling company
•
Chair, CEO, & Founder (1988 –1999)
|
||
|
Committee Membership:
•
Nominating, Corporate
Governance & Sustainability
(Chair)
Director Since:
March 2015
Age:
73
|
||
|
Education:
•
BS in Industrial
Management, Purdue
University
•
MBA, Harvard University
Current Public Company
Boards:
•
Camden Property Trust
(NYSE: CPT) (since 1993)
Other
Notable
Boards /
Affiliations
:
•
Enterprise Offshore Drilling,
Director (since 2017)
•
Callon Petroleum Company
(formerly NYSE: CPE,
acquired by APA
Corporation in 2024) and its
predecessor Carrizo Oil &
Gas, Director (1993 – 2024)
•
ERA Group Inc. (formerly
NYSE: ERA, acquired by
Bristow Group, Inc. in
2020), Director (2013 –
2020)
•
Basic Energy Services, Inc.,
(formerly NYSE: BAS) Chair
(2000 – 2016)
|
35
Compensation
of Directors
Our nonemployee directors receive annual cash retainers and awards of restricted stock as
compensation for their service.
All nonemployee directors receive an equal cash retainer for their service
on the Board, and additional retainers are paid for service in additional roles, such as committee member,
committee chair, and board chair.
The aggregate of the total direct compensation for nonemployee
directors is targeted at the middle range of the Compensation Peer Group (as defined below), as
assessed by the Compensation Consultant and recommended by the Compensation Committee.
The
Board has indicated its intent to approve cash retainers comprising approximately one-third, and
restricted stock awards (in terms of grant-date fair value) comprising approximately two-thirds, of the total
direct compensation of our nonemployee directors.
For
2024
, the Board approved annual cash retainers for our nonemployee directors, payable in quarterly
installments, of
$105,000
for the Chair and
$70,000
for each of our other nonemployee directors. For
2024
, the Board also approved additional annual cash retainers, payable in quarterly installments, of (i)
$30,000
to the chair and
$10,000
to each member of the Audit Committee, (ii)
$20,000
to the chair and
$10,000
to each member of the Compensation Committee and (iii)
$10,000
to the chair and
$5,000
to
each member of the Nominating, Corporate Governance & Sustainability Committee. Mr.
Larson
, our
Chief Executive Officer, does not receive separate compensation for his service as a director. See the
“Summary Compensation Table” above for information concerning the compensation paid to Mr.
Larson
.
During
2024
, besides payment of annual retainers, our nonemployee directors were also allowed to
participate in health care coverage on the same basis as provided to employees in our basic medical
plans. Nonemployee directors could elect to participate in the health care plan without payment of any
monthly premium and participate in a supplemental medical plan at no cost to the director. All directors
are provided a group personal excess liability insurance policy at no cost to the directors. Directors are
reimbursed for their travel and other expenses involved in attendance at Board and committee meetings
and activities.
The Compensation Committee and Board voted to discontinue all insurance benefits for
the directors after 2024.
In
2024
, our nonemployee directors were awarded shares of restricted stock under our Incentive Plan (as
defined below) as follows:
Mr.
McEvoy
:
12,982
shares; and each of our other nonemployee directors:
8,743
shares. The awards were subject to (1) possible earlier vesting on a change of control or the
termination of the director’s service due to death, and (2) such other terms as were set forth in the award
agreements with the respective directors. For information about stock ownership guidelines for
nonemployee directors, see “
Compensation Discussion & Analysis
— Stock Ownership Guidelines.”
36
Director
Compensation Table
The table below summarizes the compensation of our nonemployee directors for the year ended
December 31, 2024
.
|
Name
|
Fees Earned
or Paid in
Cash ($)(1)
|
Stock
Awards
($)(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)(3)
|
Total ($)
|
|||||
|
M. Kevin McEvoy
|
105,000
|
301,961
|
—
|
30,022
|
436,983
|
|||||
|
Karen H. Beachy
|
90,000
|
203,362
|
—
|
10,668
|
304,030
|
|||||
|
William B. Berry
|
80,000
|
203,362
|
—
|
17,796
|
301,158
|
|||||
|
Deanna L. Goodwin
|
100,000
|
203,362
|
—
|
29,987
|
333,349
|
|||||
|
Paul B. Murphy, Jr.
|
105,000
|
203,362
|
—
|
15,339
|
323,701
|
|||||
|
Reema Poddar
|
64,167
|
203,362
|
—
|
31,231
|
298,760
|
|||||
|
Jon Erik Reinhardsen
|
85,000
|
203,362
|
—
|
43,046
|
331,408
|
|||||
|
Steven A. Webster
|
80,000
|
203,362
|
—
|
13,020
|
296,382
|
(1)
The amounts shown are attributable entirely to annual retainers as described above.
(2)
The amounts reflect the aggregate grant date fair value of the restricted stock awards granted to our nonemployee directors in 2024,
computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12 to our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The aggregate number of
restricted shares outstanding as of December 31, 2024, was
12,982
for Mr. McEvoy and
8,743
for each of our other nonemployee
directors.
(3)
For each director, the amount shown for 2024 reflects premiums for medical insurance, including supplemental medical insurance and,
for each of
Mses
. Goodwin and Poddar and Messrs.
McEvoy
, Murphy and Reinhardsen, basic medical insurance.
Our nonemployee
directors had excess liability insurance coverage from January 1, 2024 until December 1, 2024, the premiums of which were paid in
2023 and therefore reported in our Definitive Proxy Statement on Schedule 14A with respect to our 2024 annual meeting of
stockholders.
37
Executives
Please see "Proposal 2:
Advisory Vote to Approve Executive Compensation
” below for more information
regarding our Say-on-Pay vote.
38
Message
from the Compensation Committee
Dear
fellow
stockholders
,
On behalf of our Board, we would like to thank you for your continued investment in Oceaneering. Every
day, talented Oceaneers work toward a mission to “Solve the Unsolvable,” and year after year, they have
risen to the challenge. We believe that this winning culture results from exceptional leadership, starting
with that of our CEO, Rod Larson. We also believe that the work of our Compensation Committee
maintains alignment among our leaders, our workforce, and our stockholders.
The Compensation Committee’s work oversees the development of the competitive compensation
program and its alignment with the interests of our stockholders. We review CEO and executive
performance against short- and long-term metrics aligned with our business strategy. We also review our
employee engagement survey data
to ensure Oceaneering’s winning culture continues to mature in a
rapidly changing world.
We believe our compensation programs are working as intended to ensure high performance while
reducing the likelihood that management takes unreasonable risks. In
2024
compared to the prior year,
all five operating segments improved revenue, consolidated revenue increased
10%
to
$2.7 billion
,
consolidated operating income improved by
36%
to
$246 million
, net income improved by
51%
to
$147
million
,
consolidated adjusted EBITDA (non-GAAP) increased by
20%
to
$347 million
, we grew the
company by organic and inorganic capital investment, we returned value to stockholders through our
stock repurchase program, and we ended the year with healthy liquidity.
More information regarding our
performance in 2024 can be found under “
Compensation Discussion & Analysis
” below.
This year’s employee engagement survey results were also positive, with
Oceaneers resoundingly
expressing their individual alignment to company success: 94% agreed with the statement “I understand
how my role contributes to Oceaneering’s success.” We were pleased to see Oceaneers reporting high
levels of satisfaction and signs of strength of our culture
.
Finally, we appreciate the high level of support you have given to our executive compensation. In the past
two years, you supported our executive compensation at a level of
93%
and
94%
,
respectively
. This year,
we have streamlined our compensation-related disclosures to explain our compensation philosophies and
the results of our compensation programs. We ask that you vote FOR our proposals related to executive
compensation and the approval of an amended and restated 2020 Incentive Plan
, and we th
ank you for
your continued support.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
included in this Proxy Statement with the management of Oceaneering International, Inc., and, based on
such review and discussions, the Compensation Committee recommended to the Board of Oceaneering
that the Compensation Discussion and Analysis be included in this Proxy Statement.
|
Compensation Committee
|
|
|
Deanna L. Goodwin
, Chair
|
|
|
Karen H. Beachy
|
|
|
William B. Berry
|
|
|
Jon Erik Reinhardsen
|
39
Compensation
Discussion & Analysis
The
following Compensation Discussion and Analysis, or “CD&A
,
” provides information regarding the
compensation programs in place for our Chief Executive Officer, Chief Financial Officer, and three other
most highly compensated executive officers during
2024
. We refer to these individuals in this Proxy
Statement as the “Named Executive Officers.”
|
Named Executive Officers
|
||
|
Name
|
Title as of January 1, 2024
|
|
|
Roderick A. Larson
|
President and Chief Executive Officer
|
|
|
Alan R. Curtis
|
Senior Vice President and Chief Financial Officer
|
|
|
Martin J. McDonald
|
Senior Vice President, Subsea Robotics
|
|
|
Earl F. Childress
|
Senior Vice President and Chief Commercial Officer
|
|
|
Benjamin M. Laura
|
Senior Vice President and Chief Innovation Officer
(1)
|
|
(1)
Mr. Laura was promoted to, and now serves as, Senior Vice President and Chief Operating Officer, effective
January 1, 2025.
This CD&A also includes information regarding, among other things, the objectives of our compensation
program, the achievements that the compensation program is designed to reward, the elements of the
compensation program (including the reasons why we employ each element and how we determine
amounts paid) and how each element fits into our overall compensation objectives. As used in this CD&A,
references to the “Committee” mean the Compensation Committee of our Board
.
Compensation Philosophy and Objectives
Our executive compensation program is designed to attract and retain key executives, motivate them to
achieve our
s
hort- and long-term
objectives without exposing us to excessive or unnecessary risk, and
align their interests with our stockholders’ interests. To achieve these goals, we’ve designed our
executive compensation program to deliver a competitive compensation package and to reward our key
executives for superior performance, and our executive compensation program utilizes several different
compensation elements that are geared towards both our short-term and long-term performance. The
following principles influence the design and administration of our executive compensation program, and
we believe that its key elements described below are aligned with best practices and sound policy,
including:
|
Our compensation
programs are tied to
performance and
motivate our key
executives
|
•
Performance measured against financial and other key performance objectives.
•
Balances long-term and short-term performance to promote stockholder value.
•
Incentive compensation forms a significant part of key executives’ total direct
compensation, with more than 50% of CEO’s total direct compensation at risk.
|
|
Our compensation
programs encourage
our leaders to make
decisions aligned
with stockholder
value.
|
•
86
% of CEO’s total direct compensation is at risk and tied to our delivery of short-
and long-term stockholder value.
•
Our executives are subject to stock ownership guidelines, requiring them to own
shares of our common stock having a market value or cost basis not less than a
multiple of their base salary. The minimum holding requirement for our CEO is five
times his base salary.
|
|
Our compensation
programs are
designed to attract
and retain the best
leaders.
|
•
Our compensation programs are competitive and benchmarked against industry
market data and information from our compensation peer group.
•
Long-term incentives help us retain key executives, who have a keen
understanding of our services and products in the markets we serve, and who
maintain strong customer relationships over time.
•
Our compensation programs fairly reward performance and service across volatile
market cycles.
|
For more information, please see our Compensation and Governance Best Practices Table under “
—
Our
Corporate Governance Framework
” above.
40
We believe that our compensation philosophy motivates our executives to pursue objectives that benefit
our stockholders. O
ur continued focus in
2024
on growth and delivering on our strategic plan has enabled
us to:
•
achieve our second-best Total Recordable Incident Rate (TRIR) by maintaining a strong emphasis
on health and safety, particularly on life-saving rules, high-hazard tasks and engineered solutions;
•
improve Adjusted EBITDA and continue our
year-over-year growth
;
•
generate positive Free Cash Flow in 2024 and maintain strong liquidity while executing on
approximately $20 million of share repurchases to return value to our stockholders;
•
generate positive
TSR
(as defined below under “— Executive Compensation Components —
Long-
Term Incentive Compensation
— 2022-2024 Performance Units”) of
142%
over a three-year time
period; and
•
advance our innovative robotics, automation and remote-operations solutions to enhance safety
and efficiency, including completing the acquisition of Global Design Innovation Ltd. (GDi), a digital
twin and software services provider.
The Role of the Compensation Committee
The Committee has the primary authority to establish compensation for our executive officers (including
the Named Executive Officers) and other key employees and administers all our executive compensation
programs and agreements. The Committee annually reviews and approves corporate goals and
objectives and sets the compensation levels for our executive officers based on the Committee’s
evaluation. Our Chief Executive Officer assists the Committee by providing annual recommendations
regarding the compensation of our executive officers and other key employees, excluding himself. The
Committee can exercise its discretion in modifying or accepting these recommendations. The Chief
Executive Officer, Chief Human Resources Officer, and Chief Legal Officer attend Committee meetings.
However, the Committee also meets in executive session without members of management present.
The Committee reviews comparative compensation information compiled by a compensation consultant
as described in “—
The Role of the Compensation Consultant
” below. Comparative compensation
information, however, is only one factor used by the Committee in making its compensation decisions,
and the Committee does not base its decisions on targeting any compensation to specific pre-determined
benchmarks. Overall, our compensation program for the Named Executive Officers is intended to create
a total compensation opportunity that, on average, is competitive with the median of a peer group and
survey data identified by the Compensation Consultant, as discussed in “—
Compensation
Benchmarking
” below. For additional information regarding the role and responsibility of the Committee,
please see “Committees of the Board —
Compensation Committee
” above.
Impact of
2024
Say-on-Pay Vote on Executive Compensation
In approving the
2025
compensation of the Named Executive Officers, the Committee reviewed the vote
on the say-on-pay proposal at the
2024
Annual Meeting of Stockholders. Approximately
94%
of the votes
cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee
believes this affirms
stockholders
’ support of Oceaneering’s approach to executive compensation.
Accordingly, the Committee did not adopt any specific changes based on the vote.
The Committee will continue to consider the outcome of Oceaneering’s say-on-pay votes when making
future compensation decisions for named executive officers. The Committee expects to continue to hold
say-on-pay votes every year, which is consistent with the votes cast by
stockholders
at the
2023
Annual
Meeting regarding the frequency of such votes.
Management regularly engages in discussions with stockholders on a variety of topics, including
executive compensation. In general, during these discussions, stockholders expressed their overall
support of our approach to compensation and our performance-oriented program design.
41
The Role of the Compensation Consultant
The Committee has the authority to engage a compensation consultant, outside legal counsel, and other
advisors, in its sole discretion, to assist the Committee in the discharge of its duties and responsibilities.
As noted in “Committees of the Board — Compensation Committee” above, for the current compensation
cycle, the Committee continued to retain
Meridian
as the Compensation Consultant to:
•
review the peer group of companies used for comparison purposes in the preceding year and
assess the peer group’s continued validity;
•
conduct a review of the competitiveness of our total direct compensation, retirement benefits and
perquisites of the Named Executive Officers and other key employees, relative to data disclosed in
proxy statements and other filings with the SEC by the peer group of companies and survey data;
•
conduct a pay-for-performance analysis to assess the alignment of amounts realized from our
executive compensation program and performance for Oceaneering and the peer group of
companies identified;
•
assess Oceaneering’s incentive structure for executive officers and the alignment of that structure
with Oceaneering’s compensation philosophy and objectives;
•
assess Oceaneering’s compensation for nonemployee directors relative to market practices,
including the compensation programs of a peer group of companies; and
•
assist the Committee in its duties with respect to the compensation of our executives, nonemployee
directors and other key employees.
The Committee has engaged
Meridian
since 2015 to provide similar assistance to the Committee with
respect to the compensation of our executive officers and nonemployee directors. The decision to engage
the Compensation Consultant and approval of its compensation and other terms of engagement were
made by the Committee without reliance on any recommendation of management. The Compensation
Consultant’s only work for Oceaneering for the current compensation cycle, as in prior cycles, was at the
direction of the Committee. The Committee considered this and other factors in its recent assessment of
the independence of the Compensation Consultant and concluded that the Compensation Consultant’s
work for the Committee does not raise any conflict of interest issues.
To assist the Committee in setting compensation of the Named Executive Officers for
2024
, the
Compensation Consultant assessed the competitiveness of Oceaneering’s executive compensation
program relative to industry benchmarks, and the alignment of that program with Oceaneering’s
compensation philosophy and objectives, and advised that:
•
certain changes to the peer group were recommended for consideration by the Committee in setting
the compensation of the Named Executive Officers (see “—
Compensation Peer Group
” below);
•
our mix of salary, bonus and long-term incentives for Named Executive Officers aligns closely with
our peers; and
•
amounts realized from our executive compensation program were generally aligned with
Oceaneering’s performance.
Compensation Peer Group
The Compensation Consultant assessed the peer group of companies (the “Compensation Peer Group”)
used for comparison purposes in the prior year’s review to recommend any changes for purposes of
determining the
2024
compensation of the Named Executive Officers and
replaced Exterran Corporation,
which was acquired, with Noble Corporation.
The companies included in the Compensation Peer Group were approved for inclusion by the Committee
primarily due to: their operational focus in broadly comparable industries, notably the oilfield services
industry; their comparable size (typically 0.3 to 3.0 times Oceaneering’s annual revenue and enterprise
value); and the belief that we compete with many of these companies for talent and for stockholder
investment.
42
The
table below sets forth the companies (besides Oceaneering) comprising the Compensation Peer
Group, for purposes of determining the
2024
compensation of the Named Executive Officers.
|
ChampionX Corporation
|
Flowserve Corporation
|
DNOW, Inc.
|
||
|
Chart Industries, Inc.
|
Helix Energy Solutions Group,
Inc.
|
Oil States International, Inc.
|
||
|
Dril-Quip, Inc.
|
Helmerich & Payne, Inc.
|
Transocean Ltd.
|
||
|
Expro Group Holdings N.V.
|
Noble Corporation
|
Weatherford International plc
|
As of October 2023, when the analysis was completed, Oceaneering was positioned slightly below the
median of the Compensation Peer Group in terms of revenue and between the 25th percentile and the
median of the Compensation Peer Group in terms of enterprise value.
As in prior years, the Compensation Consultant also analyzed survey data beyond the Compensation
Peer Group for the Committee’s consideration. For 2024, the survey data was obtained from the Equilar
Top 25 Survey (the “Compensation Survey Data”), representing a custom group of energy-related and
manufacturing companies of comparable size in terms of revenue and enterprise value. As of October
2023 when the analysis of the Compensation Survey Data was completed, Oceaneering was positioned
near the median in terms of revenue and between the 25th percentile and median in terms of enterprise
value.
Compensation Benchmarking
The Compensation Consultant conducted a market analysis of Oceaneering’s executive compensation
levels and the components of such compensation relative to the Compensation Survey Data and
Compensation Peer Group disclosure data (as discussed in “—
The Role of the Compensation
Consultant
” above). In its analysis, the Compensation Consultant identified the 25th, 50th and 75th
percentiles for each of our executive officers based on position and pay rank, considering base salary
and target values for annual bonus and long-term incentive compensation, individually and in the
aggregate. The Compensation Consultant identified these percentiles from (1) information disclosed in
relevant filings with the SEC by the companies comprising the Compensation Peer Group and (2) the
Compensation Survey Data. The Compensation Consultant provided this and other information to the
Committee at the Committee’s regularly scheduled meetings in the fourth quarter of
2023
and first quarter
of
2024
to assist with the establishment of
2024
compensation. The Committee considers the
Compensation Consultant’s analysis as part of the Committee’s process in seeking to establish and
maintain target total compensation that is competitive.
Pay for Performance
As described further in “— Executive Compensation Components” under the headings “
Annual Incentive
Awards Paid in Cash
” and “
Long-Term Incentive Compensation
” below, a significant portion of the total
direct compensation of our Named Executive Officers is delivered through variable compensation
elements that are tied to financial performance goals in our annual cash bonus and long-term
performance unit programs, as well as stockholder return and safety objectives.
43
Executive Compensation
Components
|
For
2024
, the primary components of our compensation program for
Named Executive Officers were:
|
||
|
|
|
|
Annual base salary
|
Annual incentive awards paid in
cash
|
Long-term incentive awards
(comprised of restricted stock
units and performance units)
|
|
Our Named Executive Officers also receive certain retirement benefits, which comprised a relatively small
percentage of compensation, as further described under “—
Post-Employment Compensation Programs
—
Retirement Plans
” below.
|
||
The Compensation Consultant found that the mix of direct compensation components (base salary and
annual and long-term incentive awards at target) for the Named Executive Officers was aligned with
compensation peer group practices, with long-term incentives comprising on average at least half of the
executives’ target total direct compensation. For
2024
, the target total direct compensation of the Named
Executive Officers that was at risk and tied to our delivery of short- and long-term stockholder value was
86%
for Mr. Larson, our Chief Executive Officer, and between
66%
and
79%
for each of the other Named
Executive Officers. These components for our CEO and peer company CEOs are shown below.
|
Oceaneering CEO
|
Peer Company CEOs
|
|
|
|
Annual Base Salary
The Committee considers base salary levels on an annual basis as well as upon a promotion or
significant change in job responsibility. Each year, our Chief Executive Officer recommends base salaries
for the other executive officers based on market dynamics as well as individual and operational or
functional group contributions and performance over the past year. In reviewing the Chief Executive
Officer’s recommendations and in deciding base salaries for all executive officers, the Committee
considers each officer’s level of responsibility, experience, tenure, performance, and the comparative
compensation information provided by the Compensation Consultant. The Committee’s evaluation of
each executive officer also takes into account an evaluation of Oceaneering’s overall performance. In
44
light of the above considerations, in
February 2024
, the Committee approved salary increases, effective
January 1, 2024
, as follows:
|
Name
|
2023 Base Salary
|
2024 Base Salary
|
Percentage Increase
|
|||
|
Roderick A. Larson
|
$800,000
|
$840,000
|
5%
|
|||
|
Alan R. Curtis
|
$452,620
|
$466,199
|
3%
|
|||
|
Martin J. McDonald
|
$371,315
|
$386,168
|
4%
|
|||
|
Earl F. Childress
|
$378,525
|
$389,881
|
3%
|
|||
|
Benjamin M. Laura
|
$375,950
|
$394,748
|
5%
|
Annual Incentive Awards Paid in Cash
In late February or early March of each year, the Committee approves a performance-based annual cash
bonus award program (the “Annual Cash Bonus Program”) under our stockholder-approved incentive
plan for executive officers and certain other employees (our “Incentive Plan”). Around that time, the
Committee also approves the final bonus amounts payable under the Annual Cash Bonus Program for
the immediately preceding year.
In
February 2024
, the Committee approved the Annual Cash Bonus Program for
2024
. For each Named
Executive Officer, the bonus opportunity was measured by
2024 Adjusted EBITDA
,
2024 Free Cash Flow
,
and safety and environmental goals for calendar year
2024
, as follows:
|
Performance
Measures
|
Weight
|
Definition
|
||
|
Adjusted EBITDA
|
60%
|
Consolidated net income (loss) before interest, taxes, depreciation and
amortization for the year, adjusted to remove the net impact of the following for
such year: foreign currency gains and losses; sales of fixed assets and
investments resulting in gains or losses; impairments of long-lived assets; write-
downs or write-offs of assets; corporate restructuring expenses; and other
unusual items; in each case, as may be approved by the Committee (“
2024
Adjusted EBITDA
”). In 2024, we took an adjustment for foreign exchange gains
and loss on the sale of an asset.
|
||
|
Free Cash Flow
|
25%
|
Net cash provided by Oceaneering’s operating activities less purchases of
property and equipment for such year (e.g., organic capital expenditures, which
exclude those incurred in business acquisitions) (“
2024 Free Cash Flow
”).
|
||
|
Safety
|
10%
|
Verification of safety-critical controls, the elimination of hazards through
engineered improvements and the implementation of safety-related corrective
actions and process improvements.
|
||
|
Environmental
|
5%
|
Activities focused on ensuring environmental resiliency of our operations.
|
The cash payout opportunity under the program for each Named Executive Officer was a specified
percentage of their
2024
base salary, adjusted for the attainment of program goals as described below.
As recommended by our Chief Executive Officer and approved by the Committee in
February 2024
, the
plan amount for our
2024 Adjusted EBITDA
was
$355 million
and for our
2024 Free Cash Flow
was
$130
million
, which reflected our forecast assumptions of expected demand and stable-to-improving pricing for
our services and products, the timing of cash payments related to certain projects and the achievement of
operational and cost improvements in
2024
. The target bonus opportunity was payable upon
achievement of our plan amount.
45
The
executive officers in the Annual Cash Bonus Program for
2024
and their respective target awards,
each as a percentage of base salary, included:
|
Name
|
Target Bonus Award (as
a Percentage of Base
Salary)
|
|
|
Roderick A. Larson
|
125%
|
|
|
Alan R. Curtis
|
80%
|
|
|
Martin J. McDonald
|
70%
|
|
|
Earl F. Childress
|
70%
|
|
|
Benjamin M. Laura
|
75%
|
In
2024
, the Annual Cash Bonus Program participation levels for our Named Executive Officers, in each
case as a percentage of base salary, were unchanged from
2023
(except for Mr.
Childress
, whose
participation level increased from
65%
to
70%
effective
January 1, 2024
) and were consistent with the
levels approved for our Named Executive Officers in previous years.
The table below notes the percentages of the
Adjusted EBITDA
and
Free Cash Flow
components of a
Named Executive Officer’s target award payable under the Annual Cash Bonus Program for the
percentages of target
2024 Adjusted EBITDA
and
2024 Free Cash Flow
achieved, with interpolation
between the performance levels shown. The Committee has the discretion to award an amount other
than that calculated but did not exercise such discretion this year.
|
Performance
Level
|
2024 Adjusted
EBITDA ($)
|
2024 Free Cash
Flow ($)
|
% of 2024
Adjusted
EBITDA Target
|
% of 2024 Free
Cash Flow
Target
|
% of Target
Payout
|
|||||
|
Gate
|
$231,000,000
|
—
|
65%
|
—%
|
—%
|
|||||
|
Threshold
|
$248,000,000
|
$70,000,000
|
70%
|
54%
|
25%
|
|||||
|
Target (Plan)
|
$355,000,000
|
$130,000,000
|
100%
|
100%
|
100%
|
|||||
|
Maximum
|
$411,000,000
|
$200,000,000
|
116%
|
154%
|
200%
|
In addition, assuming attainment of
2024 Adjusted EBITDA
at the Gate
level or higher, each Named
Executive Officer would have been eligible to receive a bonus payment for the attainment of specified
safety goals, up to a maximum payout of
130%
of the safety goal target payout for such attainment, and
for the attainment of specified environmental goals, up to a maximum of payout 100% of the
environmental goal target payout for such attainment.
In
February 2025
, the Committee determined the achievement of goals and approved final bonus
amounts payable to the Named Executive Officers under the Annual Cash Bonus Program for
2024
as
follows, reflecting the attainment of
$348 million
of
2024
Adjusted EBITDA (which amount is equal to
Adjusted EBITDA of
$347 million
, further adjusted by the Committee for purposes of the Annual Cash
Bonus Program by
$0.5 million
for the loss on the sale of an asset
)
, or
98%
of the target, and
$96 million
of
2024
Free Cash Flow, or
74%
of the
target:
|
2024 Annual Cash
Bonus Program
|
% of 2024
Adjusted
EBITDA Target
|
% of 2024 Free
Cash Flow
Target
|
% of 2024
Safety
Target
|
% of 2024
Environmental
Target
|
% of 2024
Overall
Target
|
||||||
|
Performance
|
98%
|
74%
|
108%
|
90%
|
—
|
||||||
|
Payout
|
95%
|
58%
|
108%
|
90%
|
87%
|
Long-Term Incentive Compensation
Each year since 2006, the Committee has used annual service-based awards of restricted stock units,
which are settled in shares of our Common Stock, and performance-based awards of performance units,
which are paid (to the extent earned) in cash, as employee compensation elements for our executive
officers and other employees.
46
The Committee established the following objectives for our long-term incentive program:
•
deliver competitive economic value;
•
manage annual share utilization;
•
preserve the alignment of the executives’ financial and shareholding interest with those of our
stockholders
;
•
attract and retain executives and other key employees;
•
focus management attention on specific performance measures that have a strong correlation with
the creation of stockholder value; and
•
provide that, in general,
approximately one-half
of executives’ long-term incentive awards at target
be performance-based.
As in prior years, the 2024 restricted stock unit and performance unit awards were made subject to award
agreements on terms approved by the Committee and are scheduled to vest in full on the third
anniversary of the grant date, subject to earlier vesting in certain circumstances, as described in
“
Potential Payments on Termination or Change of Control
” below.
At the notional value of
$100
per
performance unit for achievement of performance goals at target level, the performance unit awards for
2024
comprised
50%
of the estimated grant-date total value of the
2024
long-term incentive awards to
the Named Executive Officers.
The Committee sets long-term incentive values each year based on a review of market information
provided by the Compensation Consultant. In
February 2024
, the Committee approved an increase to
Mr.
Childress’ long-term incentive participation rate effective January 1, 2024 from
125%
to
130%
. This
increase was made in consideration of compensation benchmarking data provided by the Compensation
Consultant. Otherwise, any other increases to the target dollar value of long-term incentive awards for
each of the Named Executive Officers in
2024
, were the result of increased base salaries for
2024
. The
table below shows
2024
target long-term incentives for each Named Executive Officer and the breakout
between restricted stock unit awards (“RSU Awards”) and performance unit awards (“Performance Unit
Awards”):
|
Name
|
Target LTI
Award (as a
Percentage of
Base Salary)
|
Dollar Value
of Target
Total Long-
Term
Incentive
Award
|
Dollar Value
of Target RSU
Award
|
Number of
Shares
Underlying
Target RSU
Award (1)
|
Dollar Value
of Target
Performance
Unit Awards
|
|||||
|
Roderick A. Larson
|
500%
|
$
4,200,000
|
$
2,100,000
|
100,962
|
$
2,100,000
|
|||||
|
Alan R. Curtis
|
300%
|
$
1,398,597
|
$
699,299
|
33,620
|
$
699,298
|
|||||
|
Martin J. McDonald
|
145%
|
$
559,944
|
$
279,972
|
13,460
|
$
279,972
|
|||||
|
Earl F. Childress
|
130%
|
$
506,845
|
$
253,423
|
12,184
|
$
253,422
|
|||||
|
Benjamin M. Laura
|
150%
|
$
592,122
|
$
296,061
|
14,234
|
$
296,061
|
(1)
The Compensation Committee determines the number of shares underlying each award by dividing such
target value by the average closing price of our Common Stock for a period of 20 trading days preceding
the date of the Committee’s approval of the award.
compensation for our executive officers and other employees. Accordingly, no stock options or stock
appreciation rights were awarded in
2024
. We therefore (i) do not grant, and have not granted, stock
options in anticipation of the release of material nonpublic information, (ii)
we do not time, and have not
options have not been an element of employee compensation for a significant amount of time, we do not
have a formal policy with respect to the timing of stock option grants, and we did not grant stock options
or stock appreciation rights in
2024
.
47
2024
Restricted Stock Units
Each restricted stock unit awarded in
February 2024
represents the equivalent of one share of our
Common Stock but carries no voting or dividend rights. Settlement of vested restricted stock units will be
made in shares of our Common Stock, with some shares withheld to satisfy tax withholding requirements,
as soon as administratively practicable following the third anniversary of the grant date or certain
terminations of employment (as described in “
Potential Payments on Termination or Change of Control
”
below). The Committee determines the target value of the restricted stock unit award based on a fixed
percentage of the Named Executive Officer’s salary, which is then divided by the average closing price of
Oceaneering’s Common Stock on the New York Stock Exchange over a period of 20 trading days
preceding the Committee’s approval of the award (the “Reference Price”) to determine the number of
restricted stock units granted. The Reference Price may differ from the aggregate grant-date fair value of
restricted stock units awarded to the Named Executive Officers, which is reflected in the “Stock Awards”
column of the “Summary Compensation Table” and “Grant Date Fair Value of Stock Awards” column of
the “Grants of Plan-Based Awards” table below.
2024
-
2026
Performance Units
Each performance unit awarded in
February 2024
is subject to the achievement of Committee-approved
financial goals and stock performance measures over a three-year performance period. The goals and
measures to be used as the basis for determining the final value of the performance units awarded in
2024
are based on (1)
Cumulative Adjusted EBITDA
(which is the sum of Adjusted EBITDA (as defined
for purposes of our 2024 cash bonus program) for each of the three calendar years in the performance
period) and (2)
Total Shareholder Return
or
“
TSR
” (as defined in the award agreement
) relative to a
performance peer group selected by the Committee in consultation with the Compensation Consultant
(“
Relative TSR
”), in each case over the three-year period from
January 1, 2024
, through
December 31,
2026
(the “Performance Period”). Those measures were selected because of the Committee’s belief that
they have a strong correlation to the creation of stockholder value. The target amount of
Cumulative
Adjusted EBITDA
during the three-year Performance Period was selected because it was
three
times the
2024 Adjusted EBITDA
then expected to be achieved. The amounts of
Cumulative Adjusted EBITDA
and
Relative TSR
over the Performance Period necessary to achieve the threshold, target and maximum level
goals for these performance measures and corresponding amounts payable are as follows:
|
Performance Measures
|
Weight
|
Threshold
|
Target
|
Maximum
|
||||
|
Cumulative Adjusted EBITDA
|
70%
|
$852 million
|
$1,065 million
|
$1,598 million
|
||||
|
Relative TSR
|
30%
|
30th Percentile
|
50th Percentile
|
Above 90th Percentile
|
||||
|
Payout as a % of Target (1)
|
—
|
50%
|
100%
|
200%
|
(1)
A final value of zero is attributed to below-threshold performance of either performance measure.
Each performance unit has a target value of
$100
and the final value of each performance unit may range
from
$0
to
$200
, with the threshold, target, and maximum levels of achievement of the performance goals
valued at
$50
,
$100
, and
$200
, respectively. The actual final value of vested performance units will be
determined by the Committee and payable in cash. Regardless of the actual final value determined, if
Oceaneering’s
TSR
for the Performance Period is negative, then the amount attributable to
Relative TSR
may not exceed the target level.
The estimated future payout of the performance unit awards to Named Executive Officers, if each of the
performance measures is achieved at the threshold, target, or maximum level, is reflected in the
“Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of Plan-
Based Awards” table below. Settlement of vested performance units is made in cash as soon as
administratively practicable following the third anniversary of the grant date or, if earlier, certain
terminations of employment (as described in “
Potential Payments on Termination or Change of Control
”
below).
2022
-
2024
Performance Units
The Committee used
Cumulative Adjusted EBITDA
and
Relative TSR
as performance measures for the
three-year performance units awarded in
2022
, which had a performance period beginning on
January 1,
48
2022
, and ending on
December 31, 2024
. The threshold, target and maximum achievement levels were
set as follows:
|
Cumulative Adjusted EBITDA
|
Relative TSR
|
||||||||||
|
Weight
|
80%
|
20%
|
|||||||||
|
Goal
|
Payout
|
Contribution
Value
|
Goal
|
Payout
|
Contribution
Value
|
||||||
|
Threshold
|
$589 million
|
50%
|
$40
|
30th Percentile
|
50%
|
$10
|
|||||
|
Target
|
$737 million
|
100%
|
$80
|
50th Percentile
|
100%
|
$20
|
|||||
|
Maximum
|
$1,105 million
|
200%
|
$160
|
Above 90th Percentile
|
200%
|
$40
|
|||||
The payout of the
2022
-
2024
performance units approved by the Committee reflected the attainment of
performance measures as follows.
|
Performance Measures
|
Weight
|
Attainment
|
Attainment and
Payout as % of Target
|
|
Cumulative Adjusted EBITDA
|
80%
|
$867 million
(1)
|
135%
|
|
Relative TSR
|
20%
|
67th Percentile
(
6th out of 16 peers
)
|
142%
|
|
Overall Weighted Payout
|
—
|
—
|
137%
|
(1)
Includes an adjustment in each year of the performance period for foreign exchange gain as well as an
adjustment in each of 2022 and 2024 for loss on the sale of an asset.
The final value of the performance units paid to the Named Executive Officers in 2024 in satisfaction of
the performance units awarded in 2022 is reflected in cash payments shown in the “Non-Equity Incentive
Plan Compensation” column of the “Summary Compensation Table.”
Perquisites
We provide executive officers with perquisites and other benefits that we believe are reasonable and
consistent with our overall compensation program to enable us to attract and retain employees for key
positions. The Committee periodically reviews the levels of perquisites and other personal benefits
provided to our executive officers. The perquisites provided to the Named Executive Officers in
2024
and
our incremental cost to provide those perquisites are set forth in the “All Other Compensation” column of
the “Summary Compensation Table” below and the related footnotes to that table.
Post-Employment Compensation Programs
Retirement Plans
We maintain a 401(k) plan and a nonqualified deferred compensation plan, known as the Supplemental
Executive Retirement Plan (the “SERP”). All of our employees who meet the eligibility requirements may
participate in our 401(k) plan. Each of the Named Executive Officers participated in our 401(k) plan in
2024
. Participation in the SERP includes Named Executive Officers and other key employees selected for
participation by the Committee. The SERP was established to provide a benefit to our executives and
other key employees in excess of Code limits for our 401(k) plan in order to attract and motivate
participants to remain with us and provide retirement plan values that are competitive with those provided
by companies within the Compensation Peer Group. Under the SERP, we credit each participant’s
notional account with a percentage (determined by the Committee) of the participant’s base salary,
subject to vesting. A participant may elect to defer a portion of base salary and annual bonus for accrual
pursuant to the SERP. Amounts accrued under the SERP are adjusted for earnings and losses as if they
were invested in one or more deemed investments selected by the participant from those designated as
alternatives by a management committee established by our Board (the “
U.S. Benefits Administrative
Committee
”). A participant’s vested interest in the SERP is generally distributable upon termination. The
49
percentages of base salary credited for our Named Executive Officers in
2024
were:
|
Name
|
SERP Participation (as a
Percentage of Base Salary)
|
|
|
Roderick A. Larson
|
50%
|
|
|
Alan R. Curtis
|
25%
|
|
|
Martin J. McDonald
|
20%
|
|
|
Earl F. Childress
|
20%
|
|
|
Benjamin M. Laura
|
20%
|
In
2024
, the SERP participation levels for our Named Executive Officers, in each case as a percentage of
base salary, were consistent with those in
2023
. Please see the “
Nonqualified Deferred Compensation
”
table below and accompanying narrative for further information about the SERP and contributions to the
applicable Named Executive Officer’s account.
Change-of-Control Agreements
We have entered into change-of-control agreements with each of the Named Executive Officers and
certain other officers (the “Change-of-Control Agreements”). The Change of Control Agreements include
a change-of-control plan that we adopted in 2018 for executive officers and other key employees who
were not previously parties to change-of-control agreements with us (the “CoC Plan”) and preexisting
change-of-control agreements that we entered into with certain executive officers prior to adopting the
CoC Plan (the “Legacy CoC Agreements”).
The provisions of the Change-of-Control Agreements did not influence and were not influenced by the
other elements of compensation, as the change-of-control payments and benefits serve different
objectives.
We believe the benefits provided by the Change-of-Control Agreements promote long-term retention and
allow executives to focus on the best interests of Oceaneering and our
stockholders
, by providing
financial security to these officers in the event of a loss of employment in connection with a change of
control of our Company. The Change-of-Control Agreements are described in more detail in
“Compensation of Executive Officers —
Potential Payments on Termination or Change of Control
” below.
Stock Ownership Guidelines
To align the interests of our directors, executive officers, and
stockholders
, we believe our directors and
executive officers should have a significant financial stake in Oceaneering. To further that goal, our Board
has adopted stock ownership guidelines requiring that our nonemployee directors and designated officers
maintain minimum ownership interests in Oceaneering relative to the cash retainer generally paid to
nonemployee directors (“Retainer”) or current annual base salary of the officer (“Base Salary”). Under the
guidelines, we expect each of our nonemployee directors and senior officers to own a number of shares
of our Common Stock having a market value or cost basis, whichever is greater, that is not less than a
multiple of the Retainer or Base Salary as provided in the following table
.
|
Level
|
Multiple of
Retainer or
Base Salary
|
|
|
Nonemployee Directors
|
5
|
|
|
Chief Executive Officer
|
5
|
|
|
President, Chief Operating Officer, and Corporate Senior Vice Presidents
|
3
|
|
|
Other Senior Vice Presidents
|
2
|
The following forms of ownership are recognized in determining the number of shares of our Common
Stock owned by a nonemployee director or executive officer for purposes of satisfying the stock
ownership guidelines:
•
direct ownership of shares;
•
indirect ownership of shares, including stock or stock equivalents held in our retirement plan; and
50
•
vested and unvested shares of restricted stock and restricted stock units awarded under our long-
term incentive programs.
Nonemployee directors and officers have five years from the date of their initial election or appointment to
comply with the stock ownership guidelines. If a nonemployee director or officer does not meet the stock
ownership level within the specified time period, they will be prohibited from selling any stock acquired
through vesting of restricted stock or restricted stock units, or upon exercise of stock options, except to
pay for applicable taxes or the exercise price, until they satisfy the requirements. All of our current
nonemployee directors and Named Executive Officers are covered by this policy and (unless they are
within the initial five-year compliance period) currently satisfy the stock ownership guidelines applicable to
them.
Prohibitions on Derivatives Trading, Hedging, etc.
Oceaneering maintains a policy that prohibits all of its directors, officers and employees, including the
Named Executive Officers, from (1) engaging in “short sales” or trading in puts, calls or other options on
our Common Stock, (2) engaging in hedging transactions involving our Common Stock and (3) holding
shares of our Common Stock in a margin account or pledging shares of our Common Stock as collateral
for a loan.
of our Common Stock by our directors, officers and employees that we believe is reasonably designed to
promote compliance with insider trading laws, rules and regulations, and any NYSE listing standards
applicable to us. A copy of our insider trading policy was filed as Exhibit 19 to our most recent Annual
Company’s policy to comply with the federal securities laws and any applicable NYSE listing standards.
Clawback Policy
In August 2023, the Committee recommended to the Board, and the Board approved, a policy for the
recovery of erroneously awarded compensation, or “clawback” policy, applicable to executive officers,
which superseded our prior clawback policy. The policy requires recovery of incentive-based
compensation received by current or former executive officers during the three fiscal years preceding the
date it is determined that the Company is required to prepare an accounting restatement, including to
correct an error that would result in a material misstatement if the error were corrected in the current
period or left uncorrected in the current period. The amount required to be recovered is the excess of the
amount of incentive-based compensation received over the amount that otherwise would have been
received had it been determined based on the restated financial measure.
Tax Deductibility of Pay
Section 162(m) of the Code generally disallows a deduction to public companies for annual
compensation over $1 million paid to a chief executive officer and certain other executive officers
(“covered employees”). It is therefore expected that any compensation deductions for our covered
executives, including our named executive officers, will be subject to a $1 million annual deduction
limitation. Although the deductibility of compensation is a consideration evaluated by the Committee, the
Committee believes it is important to preserve flexibility in designing compensation programs and that the
lost deduction on compensation payable in excess of the $1 million limitation for the Named Executive
Officers who are covered employees does not outweigh the benefit of being able to attract and retain
talented management. Accordingly, the Committee will continue to retain the discretion to approve
compensation that is subject to the $1 million deductibility limit.
Compliance with Internal Revenue Code Section 409A
Section 409A of the Code can impose significant additional taxes on the recipient of “nonqualified
deferred compensation” arrangements that do not meet specified requirements regarding both form and
operation. Some of the arrangements between Oceaneering and its executive officers and other
employees provide, or might be considered to provide, nonqualified deferred compensation. We seek to
ensure that our compensation arrangements are either exempt from or comply with Section 409A.
51
Executive Compensation Tables
Summary Compensation Table
The following table summarizes compensation of our Chief Executive Officer; our Senior Vice President
and Chief Financial Officer, who served as our principal financial officer through
December 31, 2024
; and
our three other most highly paid executive officers for the year ended
December 31, 2024
. We refer to
these persons as the Named Executive Officers.
|
Name and Principal
Position
as of December 31, 2024
|
Year
|
Salary
($)
|
Bonus
($)(2)
|
Stock
Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
All Other
Compensation
($)(5)(6)
|
Total
($)
|
|||||||
|
Roderick A. Larson
|
2024
|
840,000
|
—
|
2,218,135
|
3,869,106
|
474,753
|
7,401,994
|
|||||||
|
President and Chief
|
2023
|
800,000
|
—
|
1,917,631
|
4,579,303
|
456,103
|
7,753,037
|
|||||||
|
Executive Officer
|
2022
|
760,000
|
—
|
1,473,176
|
3,094,211
|
427,421
|
5,754,808
|
|||||||
|
Alan R. Curtis
|
2024
|
466,199
|
—
|
738,631
|
1,285,840
|
162,963
|
2,653,633
|
|||||||
|
Senior Vice President and
|
2023
|
452,620
|
—
|
650,972
|
1,528,946
|
157,333
|
2,789,871
|
|||||||
|
Chief Financial Officer
|
2022
|
427,000
|
—
|
479,190
|
1,013,892
|
149,121
|
2,069,203
|
|||||||
|
Martin J. McDonald
|
2024
|
386,168
|
—
|
295,716
|
662,743
|
128,067
|
1,472,694
|
|||||||
|
Senior Vice President,
|
2023
|
371,315
|
—
|
258,121
|
785,972
|
120,616
|
1,536,024
|
|||||||
|
Subsea Robotics
|
2022
|
360,500
|
—
|
213,316
|
523,176
|
115,559
|
1,212,551
|
|||||||
|
Earl F. Childress
|
2024
|
389,881
|
—
|
267,682
|
598,063
|
135,200
|
1,390,826
|
|||||||
|
Senior Vice President and
|
2023
|
378,525
|
—
|
226,833
|
671,289
|
129,402
|
1,406,049
|
|||||||
|
Chief Commercial Officer
|
2022
|
367,500
|
—
|
179,960
|
444,047
|
122,381
|
1,113,888
|
|||||||
|
Benjamin M. Laura
|
2024
|
394,748
|
—
|
312,721
|
506,253
|
122,440
|
1,336,162
|
|||||||
|
Senior Vice President and
|
||||||||||||||
|
Chief Innovation Officer (1)
|
(1)
No
information is reported for Mr.
Laura
for 2023 or 2022, as he was not a named executive officer under
the rules of the SEC for such years.
(2)
No discretionary bonuses were awarded to the Named Executive Officers for the indicated years.
(3)
The amounts reflect the aggregate grant date fair values of awards of restricted stock units computed in
accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note
12
to our
consolidated financial statement included in our Annual Report on Form 10-K for the year ended
December 31,
2024
.
(4)
The amounts shown for
2024
are comprised of the following for each Named Executive Officer: (a) annual
bonus payments made pursuant to our Annual Cash Bonus Award Program for
2024
: Mr.
Larson
–
$910,350
; Mr.
Curtis
–
$323,356
;
Mr.
McDonald
–
$234,365
; Mr.
Childress
–
$236,619
; and Mr.
Laura
–
$256,685
(see “
Compensation Discussion & Analysis
— Executive Compensation Components — Annual
Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units
awarded in
2022
, having a final value of
$137
per unit, as determined by the Compensation Committee in
February 2025
, based on performance for the period from
January 1, 2022
, through
December 31, 2024
,
reflecting
each of Cumulative Adjusted EBITDA for the three-year period and Relative TSR between target
and the maximum, resulting in a final value between target and maximum levels
.
The amounts shown for
2023
are comprised of the following for each Named Executive Officer: (a) annual
bonus payments made pursuant to our Annual Cash Bonus Award Program for 2023: Mr. Larson –
$1,068,000
; Mr. Curtis –
$386,719
; Mr. McDonald –
$277,595
; and Mr. Childress
$262,772
; and (b) cash
payments made pursuant to performance units awarded in 2021, having a final value of $162 per unit, as
determined by the Compensation Committee in February 2024, based on performance for the period from
January 1, 2021 through December 31, 2023, reflecting
Cumulative Adjusted EBITDA for the three-year
period between target and the maximum and Relative TSR near the maximum, resulting in a final value
between target and maximum levels
.
52
The amounts shown for 2022 are comprised of the following for each Named Executive Officer: (a) annual
bonus payments made pursuant to our Annual Cash Bonus Award Program for 2022: Mr. Larson –
$622,155; Mr. Curtis – $209,732; Mr. McDonald – $165,264; and Mr. Childress – $156,439; and (b) cash
payments made pursuant to performance units awarded in 2020, having a final value of $114 per unit, as
determined by the Compensation Committee in February 2023, based on performance for the period from
January 1, 2020 through December 31, 2022, reflecting
Cumulative Adjusted EBITDA for the three-year
period approximating target and Relative TSR between target and the maximum, resulting in a final value
between target and maximum levels
.
(5)
The amount included for each attributable perquisite or personal benefit does not exceed the greater of
$25,000 or 10% of the total amount of perquisites and personal benefits received by any Named Executive
Officer.
(6)
The amounts shown for
2024
are attributable to the following:
•
Mr.
Larson
: (a)
$420,000
for our contribution to his notional SERP account; (b)
$20,700
for our
contribution to his 401(k) plan account; (c)
$9,048
for basic life insurance premium; and (d)
$25,005
for
perquisites and other personal benefits comprised of: provision of excess liability insurance, premium
for a supplemental medical insurance plan and use of a company-provided automobile;
•
Mr.
Curtis
: (a)
$116,550
for our contribution to his notional SERP account; (b)
$20,700
for our
contribution to his 401(k) plan account; (c)
$5,510
for basic life insurance premium; and (d)
$20,203
for
perquisites and other personal benefits comprised of: provision of excess liability insurance, and
premium for a supplemental medical insurance plan;
•
Mr.
McDonald
: (a)
$77,234
for our contribution to his notional SERP account; (b)
$20,700
for our
contribution to his 401(k) plan account; (c)
$6,500
for basic life insurance premium; and (d)
$23,633
for
perquisites and other personal benefits comprised of: provision of excess liability insurance, premium
for a supplemental medical insurance plan, and a club membership;
•
Mr.
Childress
: (a)
$77,976
for our contribution to his notional SERP account; (b)
$20,700
for our
contribution to his 401(k) plan account; (c)
$4,564
for basic life insurance premium; and (d)
$31,960
for
perquisites and other personal benefits comprised of: provision of excess liability insurance, premium
for a supplemental medical insurance plan, use of sporting event tickets and a club membership; and
•
Mr.
Laura
: (a)
$78,950
for our contribution to his notional SERP account; (b)
$20,700
for our
contribution to his 401(k) plan account; (c)
$2,143
for basic life insurance premium; and (d)
$20,647
for
perquisites and other personal benefits comprised of: provision of: excess liability insurance, and
premium for a supplemental medical insurance plan.
53
Grants of Plan-Based Awards
The following table provides information about the equity and non-equity awards to the Named Executive
Officers under our Incentive Plan during the year ended
December 31, 2024
.
|
Name
|
Award
Type
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(3)
|
Grant Date
Fair Value of
Stock Awards
(4)
|
|||||||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||||||||
|
Roderick A. Larson
|
STI
|
2/23/2024
|
(1)
|
254,625
|
1,050,000
|
1,974,000
|
||||||||
|
PU
|
2/23/2024
|
(2)
|
1,050,000
|
2,100,000
|
4,200,000
|
|||||||||
|
RSU
|
2/23/2024
|
100,962
|
$
2,218,135
|
|||||||||||
|
Alan R. Curtis
|
STI
|
2/23/2024
|
(1)
|
90,443
|
372,959
|
701,163
|
||||||||
|
PU
|
2/23/2024
|
(2)
|
349,650
|
699,300
|
1,398,600
|
|||||||||
|
RSU
|
2/23/2024
|
33,620
|
$
738,631
|
|||||||||||
|
Martin J. McDonald
|
STI
|
2/23/2024
|
(1)
|
65,552
|
270,318
|
508,197
|
||||||||
|
PU
|
2/23/2024
|
(2)
|
140,000
|
280,000
|
560,000
|
|||||||||
|
RSU
|
2/23/2024
|
13,460
|
$
295,716
|
|||||||||||
|
Earl F. Childress
|
STI
|
2/23/2024
|
(1)
|
66,182
|
272,917
|
513,083
|
||||||||
|
PU
|
2/23/2024
|
(2)
|
126,700
|
253,400
|
506,800
|
|||||||||
|
RSU
|
2/23/2024
|
12,184
|
$
267,682
|
|||||||||||
|
Benjamin M. Laura
|
STI
|
2/23/2024
|
(1)
|
71,795
|
296,061
|
556,595
|
||||||||
|
PU
|
2/23/2024
|
(2)
|
148,050
|
296,100
|
592,200
|
|||||||||
|
RSU
|
2/23/2024
|
14,234
|
$
312,721
|
|||||||||||
(1)
The amounts presented show the possible threshold, target and maximum bonus amounts that could have
been payable under our
2024
Annual Cash Bonus Award Program. For a discussion of the program and
related
2024
results, see “
Compensation Discussion & Analysis
— Executive Compensation Components
— Annual Incentive Awards Paid in Cash.”
(2)
The amounts presented show the potential value of the payout for each Named Executive Officer under the
performance units awarded in
2024
if the threshold, target, or maximum goal is satisfied for each of the
performance measures. The potential payouts are performance-driven and, therefore, at risk. For a
description of the awards, including business measurements for the three-year performance period and the
performance goals for determining the payout, see “
Compensation Discussion & Analysis
— Executive
Compensation Components —
Long-Term Incentive Compensation
—
2024
-
2026
Performance Units
”
above.
(3)
The amounts reflect the number of restricted stock units awarded to the Named Executive Officers in
2024
.
For a description of the awards, see “
Compensation Discussion & Analysis
— Executive Compensation
Components —
Long-Term Incentive Compensation
—
2024
Restricted Stock Units
” above.
(4)
The amounts reflect the aggregate grant date fair value of restricted stock units computed under FASB ASC
Topic 718 awarded to the Named Executive Officers in
2024
. For a discussion of valuation assumptions,
see Note
12
to our consolidated financial statements included in our Annual Report on Form 10-K for the
year ended
December 31, 2024
. For a description of the awards, see “
Compensation Discussion & Analysis
— Executive Compensation Components —
Long-Term Incentive Compensation
—
2024
-
2026
Restricted
Stock Units” above.
54
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the current holdings of unvested restricted stock units for the
Named Executive Officers as of
December 31, 2024
. There were no outstanding stock options held by
the Named Executive Officers in
2024
.
|
Name
|
Stock Awards
|
|||
|
Number
of Shares or Units
of Stock That Have
Not Vested (1)
|
Market Value
of Shares or Units
of Stock That Have
Not Vested (2)
|
|||
|
Roderick A. Larson
|
302,046
|
$
7,877,360
|
||
|
Alan R. Curtis
|
100,403
|
$
2,618,510
|
||
|
Martin J. McDonald
|
41,589
|
$
1,084,641
|
||
|
Earl F. Childress
|
36,373
|
$
948,608
|
||
|
Benjamin M. Laura
|
36,683
|
$
956,693
|
||
(1)
Reflects unvested restricted stock units awarded pursuant to the Restricted Stock Unit Agreements entered
into with the Named Executive Officers in
2022
,
2023
and
2024
. The anticipated delivery schedules for
these restricted stock units are as
follows
:
|
Name
|
2022
Agreement(s)
(# of Units)
|
2023
Agreement(s)
(# of Units)
|
2024
Agreement(s)
(# of Units)
|
Total
|
||||
|
2/25/2025
|
2/24/2026
|
2/23/2027
|
(# of Units)
|
|||||
|
Roderick A. Larson
|
104,185
|
96,899
|
100,962
|
302,046
|
||||
|
Alan R. Curtis
|
33,889
|
32,894
|
33,620
|
100,403
|
||||
|
Martin J. McDonald
|
15,086
|
13,043
|
13,460
|
41,589
|
||||
|
Earl F. Childress
|
12,727
|
11,462
|
12,184
|
36,373
|
||||
|
Benjamin M. Laura
|
8,788
|
13,661
|
14,234
|
36,683
|
(2)
Market value of unvested restricted stock units assumes a price of
$26.08
per share of our Common Stock
,
which was the closing price of our Common Stock, as reported by the NYSE, on Tuesday, December 31,
2024 (the last trading day of the year)
.
Stock Vested
The following table provides information for the Named Executive Officers on the number of shares
acquired during
2024
following vesting of restricted stock unit awards and the
value realized
. There were
no outstanding stock options held by the Named Executive Officers in
2024
.
|
Name
|
Stock Awards
|
|||
|
Number of Shares
Acquired on Vesting
|
Value Realized on
Vesting (1)
|
|||
|
Roderick A. Larson
|
152,160
|
$
3,342,955
|
||
|
Alan R. Curtis
|
49,494
|
$
1,087,383
|
||
|
Martin J. McDonald
|
22,033
|
$
484,065
|
||
|
Earl F. Childress
|
30,602
|
$
672,971
|
||
|
Benjamin M. Laura
|
21,436
|
$
471,410
|
||
(1)
For each Named Executive Officer, the amounts reflect the gross value realized for shares acquired after
vesting of restricted stock units on
February 26, 2024
, at a price of
$21.97
per share. For Messrs.
Childress
and
Laura
, the amounts also reflect gross value realized for shares acquired after vesting of restricted stock
units on
June 23, 2024
, at a price of
$22.02
per share. In each case, the price per share reflects the closing
price of our Common Stock, as reported by the NYSE, on the preceding trading day.
We do not provide a Pension Benefits Table because we have no qualified pension plan or other plan that
would be reportable under the SEC’s rules applicable to Pension Benefits Tables.
55
Nonqualified Deferred Compensation
Our SERP is an unfunded, defined contribution plan for selected executives and key employees of
Oceaneering, including the Named Executive Officers. Pursuant to our SERP, U.S. participants, including
the Named Executive Officers, may defer up to 85% of their base salaries and 90% of their annual cash
bonus amounts. We credit a participant’s notional account with a determined percentage of the
participant’s base salary, subject to vesting. Benefits under our SERP are based on the participant’s
vested portion of the applicable Named Executive Officer’s notional account balance at the time of
termination of employment. A participant vests in one-third of our credited amounts each year, subject to
accelerated vesting upon the soonest to occur of: (1) the date the participant has completed ten years of
participation; (2) the date that the sum of the participant’s age and years of participation equals 65; (3) the
date of termination of employment by reason of death or disability; and (4) the date of termination of
employment within two years following a change of control. Messrs.
Larson, Curtis, and McDonald
are
fully vested in their SERP accounts. All participants are fully vested in deferred base salary and bonus.
Amounts accrued under the SERP are adjusted for earnings and losses as if invested in one or more
deemed investments selected by the participants from those designated as alternatives by the
U.S.
Benefits Administrative Committee
, a management committee the members of which are selected by our
Board. The deemed investment vehicles are a variety of mutual fund variable accounts. Participants may
reallocate their notional accounts within that group of mutual fund variable accounts by notifying the third-
party administrative agent of our SERP. The administrative agent adjusts each participant’s account with
any hypothetical income, gain or loss and any payments or distributions attributable to such account on a
daily basis, or at such other times as the administrative agent determines, based on the performance of
the specific deemed investments selected from time to time by the participant. We do not provide any
“above market or preferential earnings” (as defined by SEC rules) on any amount of deferred
compensation pursuant to our SERP or otherwise.
For the year ended
December 31, 2024
, as reported by the administrative agent of our SERP, the
deemed investment options available pursuant to our SERP generated hypothetical annual returns
(losses) ranging from
35.6%
to
1.3%
.
The following table provides information on our nonqualified deferred compensation plan. Amounts
shown are entirely attributable to our SERP.
|
Name
|
Executive
Contributions
in 2024
|
Company
Contributions
in 2024 (1)
|
Aggregate
Earnings (Losses)
in 2024 (2)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance
at 12/31/2024 (3)
|
|||||
|
Roderick A. Larson
|
$
—
|
$
420,000
|
$
1,501,941
|
$
—
|
$
9,326,599
|
|||||
|
Alan R. Curtis
|
$
—
|
$
116,550
|
$
471,924
|
$
—
|
$
3,293,827
|
|||||
|
Martin J. McDonald
|
$
132,753
|
$
77,234
|
$
540,359
|
$
—
|
$
3,640,311
|
|||||
|
Earl F. Childress
|
$
48,000
|
$
77,976
|
$
42,194
|
$
—
|
$
525,206
|
|||||
|
Benjamin M. Laura
|
$
—
|
$
78,950
|
$
69,096
|
$
—
|
$
632,234
|
(1)
The amounts reflect the credited contributions we made to the accounts of the Named Executive Officers in
2024
. All of the contributions shown are included in the “All Other Compensation” column of the “Summary
Compensation Table” above.
(2)
The amounts reflect hypothetical accrued gains (or losses) in
2024
on the aggregate of contributions by the
Named Executive Officers and us on notional investments designed to track the performance of the funds
selected by the Named Executive Officers, as reflected below. No amounts of such aggregate earnings are
reported in the “Summary Compensation Table” above.
56
|
Aggregate Earnings (Losses) for the Year
|
||||||
|
Name
|
Executive
Contributions
|
Company
Contributions
|
Total
|
|||
|
Roderick A. Larson
|
$
462,832
|
$
1,039,109
|
$
1,501,941
|
|||
|
Alan R. Curtis
|
$
200,545
|
$
271,379
|
$
471,924
|
|||
|
Martin J. McDonald
|
$
307,510
|
$
232,849
|
$
540,359
|
|||
|
Earl F. Childress
|
$
7,035
|
$
35,159
|
$
42,194
|
|||
|
Benjamin M. Laura
|
$
—
|
$
69,096
|
$
69,096
|
|||
(3)
The amounts reflect the accumulated account values (including gains and losses) of contributions by the
Named Executive Officers and us as of
December 31, 2024
, as follows:
|
Aggregate Balance
|
||||||
|
Name
|
Executive
Contributions
|
Company
Contributions
|
Total
|
|||
|
Roderick A. Larson
|
$
2,777,071
|
$
6,549,528
|
$
9,326,599
|
|||
|
Alan R. Curtis
|
$
1,357,481
|
$
1,936,346
|
$
3,293,827
|
|||
|
Martin J. McDonald
|
$
2,119,110
|
$
1,521,201
|
$
3,640,311
|
|||
|
Earl F. Childress
|
$
107,040
|
$
418,166
|
$
525,206
|
|||
|
Benjamin M. Laura
|
$
—
|
$
632,234
|
$
632,234
|
|||
The table below provides additional information relating to the compensation of our Chief Executive
Officer and other Named Executive Officers, respectively, in accordance with Regulation S-K Item 402(v),
for each of the years indicated. In determining “compensation actually paid” (“CAP”) to our executives, we
are required to make various adjustments to amounts that have previously been reported in the Summary
Compensation Table (“SCT”), reflecting the different methods prescribed by the SEC for reporting the
compensation of our Named Executive Officers in the Summary Compensation Table above and in the
Pay vs. Performance Table below.
Compensation amounts shown for our Other NEOs (as defined below)
are reported as averages for each of the fiscal years indicated.
|
CEO Pay (1)
|
Other NEO Pay (1)
|
Value of Initial Fixed $100
Investment Based On:
(4)
|
Other Performance
Measures (5)
|
|||||||||||||
|
Year
|
Summary
Compensation
Table Total
Compensation
(2)
|
Compensation
“Actually
Paid”
(3)
|
Average
Summary
Compensation
Table Total
Compensation
(2)
|
Average
Compensation
“Actually
Paid”
(3)
|
Total
Shareholder
Return
|
Peer Group
Total
Shareholder
Return
|
Net
Income
(thousands)
|
Adjusted
EBITDA
(thousands)
|
||||||||
|
2024
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2023
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2022
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2021
|
$
|
$
|
$
|
$
|
$
|
$
|
$
(
|
$
|
||||||||
|
2020
|
$
|
$
|
$
|
$
|
$
|
$
|
$
(
|
$
|
||||||||
(1)
Our Chief Executive Officer for each of the fiscal years indicated was
Mr.
Larson
.
Our Named Executive
Officers in each of the fiscal years indicated included: (i) Messrs. Curtis, McDonald, Childress and Laura in
2024
; (ii) Ms. Jennifer F. Simons, our Senior Vice President, Chief Legal Officer and Secretary and Messrs.
Curtis, McDonald and Childress in 2023; (iii) Messrs. Curtis, McDonald and Childress, as well as Mr. David
K. Lawrence, our former Senior Vice President, General Counsel and Secretary and Mr. Eric A. Silva, our
former Senior Vice President, Strategic Planning, in 2022; (iv) Messrs. Curtis, Lawrence, Martin and Silva,
in 2021; and (v) Messrs. Curtis, Lawrence and Silva, as well as Mr. Charles W. Davison, Jr., our former
Chief Operating Officer, in 2020 (collectively referred to herein as the “Other NEOs”).
57
(2)
Reflects the amount reported in the “Total” column of the Summary Compensation Table above for the Chief
Executive Officer and the average of the amounts reported in the “Total” column of the Summary
Compensation Table for the Other NEOs for each of the fiscal years indicated.
(3)
Reflects the CAP to the Chief Executive Officer and the Other NEOs as computed in accordance with Item
402(v) of Regulation S-K and may not reflect the actual amount of compensation earned by or paid to the
Chief Executive Officer during the fiscal year indicated.
Such amounts are calculated by deducting the
amounts reported in the “Stock Awards” column of the Summary Compensation Table from the “Total”
column of the Summary Compensation Table for the Chief Executive Officer, and by deducting the average
of the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the
average of the amounts reported in the “Total” Column of the Summary Compensation Table for the Other
NEOs, in each case, in the fiscal years indicated and making certain adjustments as set forth below.
Amounts reported under the “Other Adjustments” heading for 2020-2021 have been revised from those
amounts provided in our Definitive Proxy Statement on Schedule 14A with respect to our 2023 annual
meeting of stockholders to reflect changes to how we calculate the value of our restricted stock unit awards
for Named Executive officers who are retirement eligible in accordance with SEC guidance released in
|
Amounts Deducted from and Added to Total Compensation for the CEO to Determine Compensation “Actually Paid”
|
|||||||
|
Year
|
Summary
Compensation
Table Total
|
Stock Awards
as Reported in
Summary
Compensation
Table (A)
|
Other Adjustments
|
Total
Compensation
“Actually
Paid” (F)
|
|||
|
Fair Value as of
Year End of
Awards
Granted During
Year that
Remain
Outstanding as
of Year End (B)
|
Year-over-Year
Change in Fair
Value of
Awards
Granted in
Prior Year that
Remain
Outstanding as
of Year End (C)
|
Fair Value
as of
Vesting
Date of
Awards
Granted
During Year
that Vest
During Year
(D)
|
Year-over-Year
Change in Fair
Value of
Awards
Granted in
Prior Year that
Vest During
Year (E)
|
||||
|
2024
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2023
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2022
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2021
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2020
|
$
|
$
(
|
$
|
$
(
|
$
|
$
(
|
$
|
|
Amounts Deducted from and Added to Total Compensation for the Other NEOs to Determine Compensation “Actually Paid”
|
|||||||
|
Year
|
Summary
Compensation
Table Total
|
Stock Awards
as Reported in
Summary
Compensation
Table (A)
|
Other Adjustments
|
Total
Compensation
“Actually
Paid” (F)
|
|||
|
Fair Value as of
Year End of
Awards
Granted During
Year that
Remain
Outstanding as
of Year End (B)
|
Year-over-Year
Change in Fair
Value of
Awards
Granted in
Prior Year that
Remain
Outstanding as
of Year End (C)
|
Fair Value
as of
Vesting
Date of
Awards
Granted
During Year
that Vest
During Year
(D)
|
Year-over-Year
Change in Fair
Value of
Awards
Granted in
Prior Year that
Vest During
Year (E)
|
||||
|
2024
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2023
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2022
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2021
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
|
2020
|
$
|
$
(
|
$
|
$
(
|
$
|
$
(
|
$
|
(A)
Reflects either (i) the grant date fair value, with respect to the Chief Executive Officer, or (ii) the average
grant date fair value, with respect to the Other NEOs, as reported in the “Stock Awards” column of the
Summary Compensation Table.
(B)
Reflects either (i) the fair value, with respect to the Chief Executive Officer, or (ii) the average of the fair
value, with respect to the Other NEOs, as of the end of the covered fiscal year of any awards granted to
58
the applicable individuals during the covered fiscal year that are outstanding and unvested as of the end
of the covered fiscal year.
(C)
Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount,
with respect to the Other NEOs, equal to the change in fair value as of the end of the covered fiscal
year (from the end of the prior fiscal year) of any portion of any awards granted in a prior fiscal year that
remained outstanding and unvested as of the end of the covered fiscal year.
(D)
Reflects the average fair value, with respect to the Other NEOs, as of the vesting date of the portion of
awards granted during the covered fiscal year that vested during the covered fiscal year. Our Chief
Executive Officer did not receive any awards that were granted and that vested (in whole or a portion
thereof) in the same fiscal year.
(E)
Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount,
with respect to the Other NEOs, equal to the change in fair value as of the vesting date (from the end of
the prior fiscal year) of the portion of any awards granted in a prior fiscal year that vested during the
covered fiscal year.
(F)
None of the awards (in whole or a portion thereof) granted to any of the named executive officers in
prior fiscal years were forfeited during any of the covered fiscal years and no dividends or other
earnings were paid on stock or other awards during any of the covered fiscal years.
(4)
The va
lues disclosed in the “Total Shareholder Return” column represent the value of an investment of $100
in each of (i) our Common Stock and (ii)
the PHLX Oil Service Sector Index as of December 31, 2019,
measured over each of the periods ending on December 31, 2020, 2021, 2022, 2023 and 2024. It is
assumed that dividends, if any, are reinvested. The PHLX Oil Service Sector Index is the published industry
or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the
(5)
Adjusted EBITDA
has the meaning defined for purposes of our
2024
cash bonus program and
2024
performance unit awards, which is consolidated net income (loss) before interest, taxes, depreciation and
amortization for the year, adjusted to remove the net impact of the following for such year: foreign currency
gains and losses; sales of fixed assets and investments resulting in gains or losses; impairments of long-
lived assets; write-downs or write-offs of assets; corporate restructuring expenses; and other unusual items;
in each case, as may be approved by the Committee (see “
Compensation Discussion & Analysis
—
Executive Compensation Components” under the headings “Annual Incentive Awards Paid in Cash” and
“Long-Term Incentive Awards”) above.
2024
Key Performance Measures
The following table contains an unranked list of the most important financial performance measures used
by the Company to link executive “compensation actually paid” in
2024
, calculated in accordance with the
SEC’s regulations, to the Company’s performance in fiscal year
2024
, as such measures are defined for
purposes of our
2024
cash bonus program and
2024
performance unit awards. The role of each of these
performance measures in the compensation of our named executive officers and a description of how
each measure is calculated are discussed under “
Compensation Discussion & Analysis
” above.
|
Key Performance Measures
|
|
|
|
|
|
|
59
2024
Pay vs. Performance Graphical Disclosure
The following charts illustrate the relationship between CAP over the four-year period ended
December 31, 2024
, and trends in our Relative Total Shareholder Return, net income and Adjusted
EBITDA over the same period. Further, the chart entitled “CAP vs. TSR (OII and OSX)” shows the
relationship between our TSR and that of the OSX over the same period, as described in Note (4) to the
Pay vs. Performance Table above.
|
|
||||
|
|
||||
|
|
||||
60
Potential Payments on Termination or Change of Control
Pursuant to the applicable award agreement under which long-term incentive plans were granted, in the
event of a termination of a Named Executive Officer’s employment:
•
due to death or disability, or, following a change in control, by the Company or by the Named
Executive Officer for “good reason,” unvested restricted stock units and performance units will vest,
with the performance units equal to the target value; or
•
as a result of retirement after both December 15th of the year of grant and meeting a specified age
(or age and years of service) requirement, a pro-rata portion of unvested restricted stock units will
vest and a pro-rata portion of performance units will remain outstanding and eligible to be earned.
In addition, upon a change of control, the performance units will be deemed earned at their target value,
but will remain subject to the Named Executive Officer’s continued service through the original vesting
date.
Our Named Executive Officers are party to Change-of-Control Agreements (as defined in the CD&A
above): Messrs. Larson, Curtis, and McDonald as parties to Legacy CoC Agreements and
Messrs. Childress and Laura
are participants in the CoC Plan. On a termination by our Company without
“cause” or by the Named Executive Officer for “good reason,” in each case in connection with a change of
control (as defined in the Change-of-Control Agreements), the Change-of-Control Agreements provide for
a lump sum payment equal to a multiple (three, in the case of Mr. Larson, and two, in the case of each of
our other Named Executive Officers) of the sum of:
•
the officer’s highest base salary (under Legacy CoC Agreements, during the then-current year or
any of the three preceding years, and under the CoC Plan, during the period beginning 180 days
prior to and ending two years after the change of control);
•
an amount equal to the Named Executive Officer’s target award under the then-current Annual
Cash Bonus Program;
•
under the CoC Plan, the officer’s annualized premium for COBRA continuation coverage; and
•
in the case of Mr. Larson, an amount equal to the maximum percentage of his annual base salary
contributed by us for him in our SERP for the then-current year multiplied by his highest base salary.
The Change-of-Control Agreements also provide that the Named Executive Officer would receive, at no
greater cost or expense to such officer: (a) under the officer’s Legacy CoC Agreement, benefits under all
other plans and programs in which the officer then participates for three years (in the case of Mr. Larson)
or two years (in the case of Messrs.
Messrs. Curtis and McDonald
); or (b) under the CoC Plan,
one year
of post-employment health insurance benefits (in the case of
Messrs. Childress and Laura
).
Additionally, the Change-of Control Agreements include a provision (the “net better of provision”) which
provides that, in the event a Named Executive Officer is subject to the excise tax under Section 4999 of
the Code, the Named Executive Officer will receive a “net better of payment,” which is generally either (a)
provision in full of the payments and benefits to which the Named Executive Officer is entitled (and on
which the Named Executive Officer must pay the excise tax) or (b) provision of reduced payments in an
amount that results in the Named Executive Officer no longer being subject to the excise tax, whichever
alternative results in the greater net-after tax position for the Named Executive Officer.
The Legacy CoC Agreements provide that the benefits under all compensation plans and programs,
including restricted stock agreements, restricted stock unit agreements and performance unit
agreements, would be paid as if all contingencies for payment and maximum levels of performance had
been met.
For purposes of the Change-of-Control Agreements:
•
“cause” generally includes:
◦
in the Legacy CoC Agreements, the final conviction by a court of competent jurisdiction of a
felony-grade crime involving moral turpitude related to employment with us; and
◦
in the CoC Plan, a material breach of the Named Executive Officer’s obligations under any
written agreement with the Company; a material violation of any of the Company’s policies,
61
procedures, rules and regulations; the failure to perform, in any material respect, the Named
Executive Officer’s duties or responsibilities to the Company; the commission of fraud, theft,
embezzlement or misappropriation of funds or other assets of the Company; or the conviction
of, entry of a plea of guilty or no-contest to, or receipt of adjudicated probation or deferred
adjudication in connection with, a crime involving fraud, dishonesty or moral turpitude or any
felony;
•
“good reason” generally includes an adverse change in status, title or position; a reduction in annual
base salary, Company SERP contribution level, annual bonus opportunity or aggregate long-term
compensation; certain Company failures to continue, adverse actions under or material reductions
of benefits under certain bonus plans and the SERP; a significant relocation of the principal place of
employment; the failure of a successor company to assume the Change-of-Control Agreement; and,
with respect to Legacy CoC Agreements, certain failures of contractual performance or restrictions
imposed by the Company; and
•
a termination without “cause” or resignation for “good reason” is considered to be in connection with
a change of control if it occurs during the period: (a) under the Legacy CoC Agreements, beginning
one year prior to, and ending on the second anniversary of, the change of control and (b) under the
CoC Plan, beginning on the date that is 180 days prior to, and ending on the second anniversary of,
the change of control.
For purposes of the long-term incentive agreements, “good reason” generally means a 5% reduction in
aggregate total annual compensation from that in place immediately prior to a change of control; a
material reduction in scope of responsibilities; and a significant relocation of the principal place of
employment.
Assuming a termination date of
December 31, 2024
, and, where applicable, using the closing price of our
Common Stock of
$26.08
per share
, which was the closing price of our Common Stock, as reported by
the NYSE, on Tuesday, December 31, 2024 (the last trading day of the year)
, the tables below show
potential payments to each of the Named Executive Officers under the existing contracts, agreements,
plans or arrangements, whether written or unwritten, in the event of a termination of such executive’s
employment, including amounts payable pursuant to benefits or awards in which the Named Executive
Officers are already vested. Whether an excise tax liability arises will depend on the facts and
circumstances in existence at the time a change-of-control payment becomes payable and the tables
below do not reflect any “net better of payments.”
|
Roderick A. Larson
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$
—
|
$
420,000
|
(1)
|
$
—
|
$
6,930,000
|
(2)
|
|||
|
Benefit Plan Participation
|
—
|
2,387
|
(1)
|
—
|
316,910
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
—
|
—
|
7,877,360
|
(4)
|
7,877,360
|
(5)
|
|||
|
Performance Units (unvested)
|
—
|
—
|
6,266,000
|
(6)
|
12,532,000
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
85,090
|
85,090
|
85,090
|
85,090
|
|||||
|
SERP (vested)
|
9,326,599
|
(8)
|
9,326,599
|
(8)
|
9,326,599
|
(8)
|
9,326,599
|
(8)
|
|
|
TOTAL
|
$
9,411,689
|
$
9,834,076
|
$
23,555,049
|
$
37,067,959
|
|||||
62
|
Alan R. Curtis
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$
—
|
$
466,199
|
(1)
|
$
—
|
$
1,678,316
|
(2)
|
|||
|
Benefit Plan Participation
|
—
|
2,387
|
(1)
|
—
|
168,913
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
—
|
—
|
2,618,510
|
(4)
|
2,618,510
|
(5)
|
|||
|
Performance Units (unvested)
|
—
|
—
|
2,082,800
|
(6)
|
4,165,600
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
66,344
|
66,344
|
66,344
|
66,344
|
|||||
|
SERP (vested)
|
3,293,827
|
(8)
|
3,293,827
|
(8)
|
3,293,827
|
(8)
|
3,293,827
|
(8)
|
|
|
TOTAL
|
$
3,360,171
|
$
3,828,757
|
$
8,061,481
|
$
11,991,510
|
|||||
|
Martin J. McDonald
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$
—
|
$
386,168
|
(1)
|
$
—
|
$
1,312,972
|
(2)
|
|||
|
Benefit Plan Participation
|
—
|
2,387
|
(1)
|
—
|
158,809
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
—
|
—
|
347,412
|
347,412
|
(5)
|
||||
|
Performance Units (unvested)
|
—
|
—
|
276,400
|
552,800
|
(7)
|
||||
|
Restricted Stock Units (vested)
|
737,229
|
(9)
|
737,229
|
(9)
|
737,229
|
(9)
|
737,229
|
(9)
|
|
|
Performance Units (vested)
|
428,378
|
(10)
|
428,378
|
(10)
|
586,400
|
(10)
|
1,172,800
|
(10)
|
|
|
Accrued Vacation/Base Salary
|
11,555
|
11,555
|
11,555
|
11,555
|
|||||
|
SERP (vested)
|
3,640,311
|
(8)
|
3,640,311
|
(8)
|
3,640,311
|
(8)
|
3,640,311
|
(8)
|
|
|
TOTAL
|
$
4,817,473
|
$
5,206,028
|
$
5,599,307
|
$
7,933,888
|
|||||
|
Earl F. Childress
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$
—
|
$
194,941
|
(1)
|
$
—
|
$
1,345,854
|
(2)
|
|||
|
Benefit Plan Participation
|
—
|
1,688
|
(1)
|
—
|
13,407
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
—
|
—
|
948,608
|
(4)
|
948,608
|
(5)
|
|||
|
Performance Units (unvested)
|
—
|
—
|
754,600
|
(6)
|
754,600
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
14,943
|
14,943
|
14,943
|
14,943
|
|||||
|
SERP (vested)
|
396,682
|
(8)
|
396,682
|
(8)
|
396,682
|
(8)
|
396,682
|
(8)
|
|
|
SERP (unvested)
|
—
|
(8)
|
—
|
(8)
|
128,524
|
(8)
|
128,524
|
(8)
|
|
|
TOTAL
|
$
411,625
|
$
608,254
|
$
2,243,357
|
$
3,602,618
|
|||||
|
Benjamin M. Laura
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$
—
|
$
197,374
|
(1)
|
$
—
|
$
1,410,262
|
(2)
|
|||
|
Benefit Plan Participation
|
—
|
2,387
|
(1)
|
—
|
18,600
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
—
|
—
|
956,693
|
(4)
|
956,693
|
(5)
|
|||
|
Performance Units (unvested)
|
—
|
—
|
760,800
|
(6)
|
760,800
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
60,730
|
60,730
|
60,730
|
60,730
|
|||||
|
SERP (vested)
|
501,845
|
(8)
|
501,845
|
(8)
|
501,845
|
(8)
|
501,845
|
(8)
|
|
|
SERP (unvested)
|
—
|
(8)
|
—
|
(8)
|
130,389
|
(8)
|
130,389
|
(8)
|
|
|
TOTAL
|
$
562,575
|
$
762,336
|
$
2,410,457
|
$
3,839,319
|
|||||
63
(1)
The amounts for each Named Executive Officer includes the lump-sum cash payment they would receive,
assuming no corresponding change in control that would otherwise trigger payments under the Change-of-
Control Agreements and subject to the execution of a release of claims, pursuant to the Company’s broad-
based severance plan that provides separation benefits to full-time, salaried employees of the Company
who are permanently and involuntarily terminated as a result of a reduction in force. The amount of this
cash payment equals a specified number of weeks of the employee’s base pay (up to a maximum of 52
weeks), depending on the number of continuous years of service with the Company.
The amounts also
include the one-month subsidized COBRA payment that the Named Executive Officers would receive
pursuant to this severance plan.
(2)
The amount for each Named Executive Officer reflects an amount equaling
three
times, for
Mr. Larson
, or
two
times, for
each of the other Named Executive Officers
, the sum of: (a) their highest base salary; (b) the
target award they are eligible to receive under the Annual Cash Bonus Program for the then-current year;
and (c) for Mr. Larson, the maximum percentage of base salary contribution level by us for him in our SERP
for the then-current year multiplied by his highest base salary; plus for
Messrs. Childress and Laura
, the
annualized premium for COBRA continuation coverage.
If applicable, the termination amount may be
reduced pursuant to the net better of
provision
.
(3)
The amount for each Named Executive Officer reflects either (a) the estimated value of the benefit to them
to receive the same level of medical, life insurance and disability benefits for a period of
36
months, for
Mr. Larson
;
24
months, for
Messrs. Curtis and McDonald
; or (b) the benefit to them to receive the same
basic medical, dental, and vision coverage that would be payable after termination pursuant to the Change
of Control Plan for a period
12
months, for
Messrs. Childress and Laura
.
(4)
The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be
delivered for outstanding unvested restricted stock units for which vesting would be accelerated pursuant to
the executive’s restricted stock unit agreements.
(5)
The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be
delivered for outstanding unvested restricted stock units for which vesting would be accelerated pursuant to
the executive’s restricted stock unit agreements and, if applicable, Legacy CoC Agreement.
(6)
Upon death or disability, vesting of any unvested portion of outstanding performance units would be
accelerated, and the final value would be equal to the target value of
$100
per unit.
(7)
Vesting of any unvested portion of outstanding performance units would be accelerated, and the final value
of the units would be equal to the maximum value of
$200
per unit if the executive is party to a Legacy CoC
Agreement or, if not party to a Legacy CoC Agreement, $100 per unit pursuant to the applicable award
agreement.
(8)
The amount for each Named Executive Officer reflects the accumulated account values (including gains
and losses) of contributions by the Named Executive Officer and Oceaneering for vested amounts and by
Oceaneering for unvested amounts. Messrs.
Larson, Curtis, and McDonald
were fully vested in their
respective SERP accounts. For more information on SERP amounts, please see “—
Nonqualified Deferred
Compensation
” above.
(9)
The amount for Mr. McDonald reflects the value of shares of Common Stock that would be delivered for
outstanding restricted stock units for which vesting occurred prior to
December 31, 2024
,
pursuant to his
restricted stock unit agreements.
(10)
The amount shown for Mr.
McDonald
reflects an amount in cash equal to the actual payout for the
performance units awarded to him in
2022
, all of which vested prior to
December 31, 2024
,
by reason of his
having previously attained Retirement Age (as defined in the award agreement). Because the final value of
the performance units awarded to Mr.
McDonald
in
2023
and
2024
will not be known until the completion of
the applicable performance periods, this table reflects a zero value for such awards. The notional value of
the vested portion of these performance units is equal to
$272,800
or
$100 per unit for achievement of
performance goals at target level. For more information regarding performance units, please see
“
Compensation Discussion & Analysis
—
Executive Compensation Components
—
Long-Term Incentive
Compensation
” above.
64
CEO
Pay Ratio
The table below sets forth comparative information for the year ended
December 31, 2024
regarding:
(1) the actual annual total compensation of our Chief Executive Officer; (2) the median of the annual total
compensation of all employees of Oceaneering (including its consolidated subsidiaries), excluding our
Chief Executive Officer; and (3) a ratio comparison of those two amounts (the “CEO Pay Ratio”). These
amounts were determined in accordance with rules prescribed by the SEC, as explained below.
For purposes of determining our median employee, we used total cash compensation as determined from
payroll records for the period from
November 1, 2023
, through
October 31, 2024
(the “Measurement
Period”
)
of our employees, other than our Chief Executive Officer. We did not take into account equity-
based incentive compensation awards, because less than 5% of our employees receive those awards.
Except as noted below, we included all Oceaneering employees (whether employed on a full-time, part-
time, or seasonal basis) as of the last day of the Measurement Period, and, other than annualizing
compensation of employees who were not employed for the full
Measurement Period, w
e did not make
any assumptions, adjustments or estimates with respect to total cash compensation. We excluded from
the median employee determination the non-U.S. employees (who collectively represented fewer than
5% of the approximately
11,489
total employees as of the Measurement Date) from the following
jurisdictions:
Azerbaijan
(
49
);
Canada
(
64
);
China
(
1
);
Guyana
(
12
);
Indonesia
(
99
);
Malaysia
(
36
);
Mexico
(
18
);
Nigeria
(
13
);
Oman
(
19
);
Papua New Guinea
(
20
);
Qatar
(
153
); and
Thailand
(
9
).
After identifying the median employee, based on the process described above, we calculated annual total
compensation for that employee using the same methodology we used for determining total
compensation for
2024
for the Named Executive Officers as set forth in the “Summary Compensation
Table.”
|
Annual Total Compensation
|
Amount
|
|
|
Chief Executive Officer (A)
|
$7,401,994
|
|
|
Median of all employees (excluding our Chief Executive Officer) (B)
|
$73,444
|
|
|
Ratio of (A) to (B)
|
101
|
As described above, our Chief Executive Officer’s actual total compensation for
2024
benefited from
achieving above-target performance metrics. His target total compensation for
2024
was
$6,364,753
. The
ratio of his target total compensation to the median of the annual total compensation of all employees for
2024
(excluding our Chief Executive Officer), shown above, was
87
:1. For this purpose, our Chief
Executive Officer’s target total compensation for
2024
was calculated as the sum of Mr.
Larson
’s base
salary, the target values of his annual cash bonus opportunity and performance unit award, the grant-date
fair value of his restricted stock unit award, and all other compensation Mr.
Larson
earned in
2024
. The
compensation of the median employee identified for
2024
did not include incentive compensation. The
difference between the target ratio and that reported above reflects the amounts paid to our Chief
Executive Officer under our incentive programs in
2024
, which paid above target.
65
66
Proposal 1:
Election of Class III Directors
|
Our Board unanimously recommends a vote
FOR
election of the
nominees for
Class III
directors, Roderick A. Larson, M. Kevin McEvoy,
and Paul B. Murphy, Jr.
|
Our
Restated Certificate of Incorporation
divides our Board into three classes, each consisting as nearly
as possible of one-third of the members of the whole Board. There are currently three directors in each
Class. The members of each class serve for three years following their election, with one class being
elected each year.
Three
Class III
directors are to be elected at the
2025
Annual Meeting.
In accordance with our
Bylaws
, directors are elected by a plurality of the votes cast. However, our
Corporate Governance Guidelines provide that, in an uncontested election of directors, any director
nominee who does not receive a “for” vote by a majority of shares present in person or by proxy and
entitled to vote and actually voting on the matter shall promptly tender their resignation to the Nominating,
Corporate Governance & Sustainability Committee of our Board, subject to acceptance by the Board. The
Nominating, Corporate Governance & Sustainability Committee will then make a recommendation to the
Board with respect to the director’s resignation and the Board will consider the recommendation and take
appropriate action within 120 days from the date of the certification of the election results. Withholding of
authority to vote for a director nominee and broker “non-votes” marked on proxy cards will not be counted
in the election and will have no effect on the election of directors.
The persons named as agents and proxies in the accompanying proxy card intend to vote all proxies
received in favor of the election of the nominees named below, except in any case where authority to vote
for the directors is withheld. Although we have no reason to believe that the nominees will be unable to
serve as directors, if any nominee withdraws or otherwise becomes unavailable to serve, the persons
named as proxies will vote for any substitute nominee our Board designates.
Each
Class III
director will serve until the
2028
Annual Meeting of Stockholders or until a successor has
been duly elected and qualified. The terms of office of the directors in
Classes I and II
will expire at the
Annual Meetings of Stockholders to be held in
2026
and
2025
, respectively.
67
Proposal 2:
Advisory Vote to Approve
Executive Compensation
|
|
Our Board unanimously recommends a vote
FOR
the approval of
the compensation of our Named Executive Officers as disclosed
in this Proxy Statement
|
As required by Section 14A(a)(1) of the Exchange Act, we are providing our
stockholders
the opportunity
to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers
as disclosed in this Proxy Statement. The vote on this resolution is not intended to address any specific
element of compensation; rather, the vote on an advisory basis relates to the compensation of the Named
Executive Officers as described in this Proxy Statement in accordance with the rules of the SEC.
As described in more detail under the “
Compensation Discussion & Analysis
” section of this Proxy
Statement above, our compensation program for Named Executive Officers is designed to attract and
retain key executives, motivate them to achieve our short-term and long-term objectives without exposing
us to excessive or unnecessary risk, and align their interest with our
stockholders
’ interests. To achieve
these goals, we’ve designed our executive compensation program to deliver a competitive package and
to reward our key executives for superior performance.
The vote on this resolution is an advisory, non-binding vote. However, our Compensation Committee,
which is responsible for designing and overseeing the administration of our executive compensation
program, and our Board will consider the outcome of the vote as an indicator of how well our
compensation philosophy and programs align with the interests of our
stockholders
.
Accordingly, we ask our
stockholders
to vote on the following resolution:
RESOLVED, that Oceaneering’s
stockholders
approve, on an advisory basis, the compensation of the
Named Executive Officers, as disclosed in Oceaneering’s Proxy Statement for its
2025
Annual
Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and
Exchange Commission, including the
Compensation Discussion & Analysis
, the
2024
Summary
Compensation Table and the other compensation-related tables and accompanying narrative
disclosures.
In accordance with our Bylaws, the approval of this proposal requires the affirmative vote of a majority of
the shares of Common Stock, present in person or by proxy and entitled to vote on the proposal at the
2025 Annual Meeting of Stockholders. Because abstentions are counted as present for the purpose of
the vote on this proposal, they have the same effect as votes “AGAINST” this proposal. Broker “non-
votes” will have no effect on this vote.
The persons named as agents and proxies in the accompanying proxy card intend to vote such proxy in
favor of the compensation of our Named executive Officers unless a choice is set forth therein or unless
an abstention or broker “non-vote” is indicated therein.
68
Proposal 3:
Ratification of
Appointment of
Independent
Auditors
|
|
Our Board unanimously recommends a vote
FOR
this
proposal.
|
The Audit Committee of the Board has appointed Ernst & Young LLP, independent certified public
accountants, as independent auditors of Oceaneering for the year ending
December 31, 2025
. Although
we are not required to seek stockholder approval of the appointment, it has been our practice to do so.
No determination has been made as to what action the Audit Committee would take if our
stockholders
failed to ratify the appointment. The Audit Committee retains the discretion to appoint a new independent
registered public accounting firm at any time if the Audit Committee concludes such a change would be in
the best interests of Oceaneering. Representatives of Ernst & Young LLP will be present at the meeting,
will be given the opportunity to make a statement if they so desire and will be available to respond to
appropriate questions of any
stockholders
.
In accordance with our Bylaws, the approval of the proposal to ratify the appointment of
Ernst & Young LLP as independent auditors of Oceaneering for the year ending
December 31, 2025
,
requires the affirmative vote of a majority of the shares of Common Stock voted on this proposal at the
meeting. Accordingly, abstentions will not affect the outcome of this proposal.
The persons
named as agents and proxies in the accompanying proxy card intend to vote such proxy
in
favor of the ratification of the appointment of Ernst & Young LLP as independent auditors of Oceaneering
for the year ending
December 31, 2025
, unless a contrary choice is set forth thereon or unless an
abstention is indicated thereon.
Independent Auditors’ Fees
The following table shows the fees incurred by Oceaneering for the audit and other services provided by
Ernst & Young LLP
for
2024
and
2023
.
|
Fees Incurred for Audit and Other Services Provided by
Ernst & Young LLP
|
2024
|
2023
|
||
|
Audit Fees (1)
|
$
2,774,000
|
$
2,610,000
|
||
|
Audit-Related Fees (2)
|
15,000
|
77,800
|
||
|
Tax Fees (3)
|
148,000
|
150,000
|
||
|
Total
|
$
2,937,000
|
$
2,837,800
|
(1)
Audit Fees consisted of fees for professional services provided in connection with: (a) the audit of our
financial statements for the years indicated and the reviews of our financial statements included in our
Forms 10-Q during those years; and (b) audit services provided in connection with other statutory filings,
consents and other services related to SEC matters.
(2)
Audit-Related Fees consisted of fees for accounting consultations and attestation services related to
regulatory compliance.
(3)
Tax Fees consisted primarily of tax compliance services and advice with respect to various foreign
corporate tax matters.
The Audit Committee has concluded that
Ernst & Young LLP
’s provision of services that were not related
to the audit of our financial statements in
2024
was compatible with maintaining that firm’s independence
from us.
The Audit Committee has established a policy that requires pre-approval of the audit and non-audit
services performed by our independent auditors. Unless a service proposed to be provided by the
independent auditors has been pre-approved by the Audit Committee under its pre-approval policies and
procedures, it will require specific pre-approval of the engagement terms by the Audit Committee. Under
69
the policy, pre-approved service categories are generally provided for up to 12 months and must be
detailed as to the particular services provided and sufficiently specific and objective so that no judgments
by management are required to determine whether a specific service falls within the scope of what has
been pre-approved. In connection with any pre-approval of services, the Audit Committee is required to
review the fees and other terms for the services provided by the independent auditors. The Audit
Committee does not delegate to management any of its responsibilities to pre-approve services
performed by our independent auditors.
None of the services related to the Audit-Related Fees or Tax Fees described above were approved by
the Audit Committee pursuant to the waiver of pre-approval provisions set forth in applicable rules of the
SEC.
The Audit Committee has delegated to the chair of the Audit Committee the authority to pre-approve
audit-related and non-audit-related services not prohibited by law to be performed by
Ernst & Young LLP
,
provided that the chair is required to report any decisions to pre-approve such audit-related or non-audit-
related services and fees to the full Audit Committee at its next regular meeting.
Report
of the Audit Committee
During the year ended
December 31, 2024
, the Audit Committee of our Board was comprised of the
directors named below. Each member of the Audit Committee is an independent director as defined by
applicable Securities and Exchange Commission rules and New York Stock Exchange listing standards.
The Audit Committee met
seven
times during the year ended
December 31, 2024
. The Audit Committee
reviewed and discussed with management and
Ernst & Young LLP
, Oceaneering’s independent
registered public accounting firm, all of Oceaneering’s earnings releases in
2024
prior to the public
release of those earnings releases. In addition, the chair of the Audit Committee reviewed and discussed
with management the interim financial information included in Oceaneering’s quarterly reports on Form
10-Q for the periods ended
March 31, 2024
,
June 30, 2024
, and
September 30, 2024
, prior to their being
filed with the Securities and Exchange Commission.
The Audit Committee reviewed and discussed with management and Ernst & Young Oceaneering’s
consolidated financial statements for the year ended
December 31, 2024
. Members of management
represented to the Audit Committee that Oceaneering’s consolidated financial statements were prepared
in accordance with generally accepted accounting principles. The Audit Committee discussed with
Ernst & Young matters required to be discussed under the standards of the Public Company Accounting
Oversight Board. The Audit Committee also reviewed and discussed, with management and
Ernst & Young, our management’s report and Ernst & Young’s report on internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
Ernst & Young provided to the Audit Committee the written disclosures and the letter required by the
applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s
independence, and the Audit Committee discussed with Ernst & Young its independence from
Oceaneering. The Audit Committee concluded that Ernst & Young’s provision of non-audit services to
Oceaneering and its affiliates is compatible with Ernst & Young’s independence.
Based on the Audit Committee’s discussions with management and Ernst & Young and the Audit
Committee’s review of the items referred to above, the Audit Committee recommended to Oceaneering’s
Board that Oceaneering’s audited consolidated financial statements as of and for the year ended
December 31, 2024
, be included in our Annual Report on Form 10-K for the year ended
December 31,
2024
, filed with the SEC.
|
Audit Committee
|
||
|
Paul B. Murphy, Jr.
, Chair
|
||
|
Karen H. Beachy
|
||
|
Deanna L. Goodwin
|
70
Proposal 4:
Approval of the 2020 Incentive
Pla
n as Amended and Restated
|
|
The Board unanimously recommends a vote
FOR
approval of the
Amended and Restated 2020 Incentive Plan
of Oceaneering
International, Inc.
|
Our Board adopted the 2020 Incentive Plan of Oceaneering International, Inc. (the “Incentive Plan”) on
February 21, 2020
, and our
stockholders
approved the Incentive Plan at the
2020
Annual Meeting. Our
Board adopted the 2020 Incentive Plan of Oceaneering International, Inc., as amended and restated May
9, 2025 (the “
Incentive Plan as Amended and Restated
”) on
February 21, 2025
, subject to the approval of
our
stockholders
at the
2025
Annual Meeting.
We are asking our
stockholders
to approve the
Incentive Plan as Amended and Restated
, effective as of
the date of the
2025
Annual Meeting (the “Effective Date”), primarily to add an additional
4,200,000
shares to those authorized for award under the Incentive Plan and to make minor administrative and tax
updates.
In accordance with our Bylaws, the adoption of the proposal to approve the
Incentive Plan as Amended
and Restated
requires the affirmative vote of a majority of the shares of Common Stock present in person
or by proxy and entitled to vote on this proposal at the
2025
Annual Meeting. Because abstentions are
counted as present for purposes of the vote on this proposal but are not votes “FOR” this proposal, they
have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the vote.
The persons named as agents and proxies in the accompanying proxy card intend to vote such proxy
FOR approval of the
Amended and Restated 2020 Incentive Plan
of Oceaneering International, Inc.,
unless a contrary choice is set forth thereon or unless an abstention or broker “non-vote” is indicated
thereon.
Overview of the
Incentive Plan as Amended and Restated
The
Incentive Plan as Amended and Restated
is integral to the compensation strategy that is described in
the “
Compensation Discussion & Analysis
” section of this Proxy Statement above. Despite our
conservative use of equity, after five years we have nearly exhausted the shares available for use by us
under the Incentive Plan. We are seeking stockholder approval to provide Oceaneering with enough
shares to support an estimated six years of awards under the
Incentive Plan as Amended and Restated
.
See also “— Summary of the
Incentive Plan as Amended and Restated
— Shares Reserved.”
Our Board believes the
Incentive Plan as Amended and Restated
will be important to our long-term
success by helping us to attract and retain key employees, to attract and retain qualified directors, to
encourage the sense of proprietorship of such employees and directors, and to stimulate the active
interest of such persons in the development and financial success of Oceaneering and its subsidiaries.
These objectives are to be pursued through grants of incentive and stock-based awards under the plan.
The following description of the
Incentive Plan as Amended and Restated
is a summary of various
provisions and is qualified in its entirety by reference to the
Incentive Plan as Amended and Restated
,
which is attached to this Proxy Statement as Appendix A.
As of
January 1, 2025
, Oceaneering and its subsidiaries collectively had approximately
10,400
full-time
employees, including
13
executive officers and
eight
nonemployee directors.
71
Best Practice Features of the
Incentive Plan as Amended and Restated
|
Compensation Committee Oversight
|
||||
|
No Discounted Options or Repricing of Options or SARs
|
||||
|
No Dividends on Options or SARs
|
||||
|
One-Year Minimum Vesting, Subject to Limited Exceptions
|
||||
|
Accrued Dividends and Dividend Equivalents, if any, on Stock Awards Paid Only if Award Vests
|
||||
|
Awards Subject to Clawback or Recoupment
|
||||
|
No “Evergreen” Share Reserve
|
||||
|
No Liberal Share Recycling
|
||||
|
No Tax Gross-ups
|
||||
Summary of the
Incentive Plan as Amended and Restated
Purpose.
The
Incentive Plan as Amended and Restated
is designed to attract and retain key employees
of Oceaneering and its subsidiaries and qualified directors of Oceaneering, and to encourage the sense
of proprietorship of such employees and directors and stimulate the active interest of such persons in the
development and financial success of Oceaneering and its subsidiaries through grants of incentive and
stock-based awards under the plan.
Administration.
The
Incentive Plan as Amended and Restated
is administered by the Committee,
except that our full Board administers awards for our nonemployee directors. The Committee will
determine participants and the types and amounts of awards such participants will be granted, has the
authority to interpret the Incentive Plan as Amended and Restated, to adopt rules, regulations, and
guidelines as it deems necessary and may provide for the extension or exercisability of an award,
accelerate the vesting or exercisability of an award, or lessen restrictions on an award.
Delegation.
The Committee may delegate its authority or duties under the Incentive Plan as Amended
and Restated to one or more subcommittees, another committee of the Board, the Company’s President
and Chief Executive Officer or to other senior officers of the Company, pursuant to such conditions or
limitations as the Committee may establish; provided, however, that the Committee may not delegate to
any officer of the Company the authority to make awards to any officer of the Company.
Awards.
The
Incentive Plan as Amended and Restated
provides for various types of awards to be
granted to participants including, options to purchase shares of Common Stock, stock appreciation rights,
stock awards (which include shares of Common Stock or units denominated in shares of Common Stock,
including restricted stock, restricted stock units and performance awards settled in shares of Common
Stock) and cash awards. Awards may be granted as alternatives to or in replacement of awards
outstanding under the Incentive Plan as Amended and Restated or any other plan or arrangement of the
Company or any of its subsidiaries, including any acquired entity.
Although the Incentive Plan as Amended and Restated allows for the grant of options and stock
appreciation rights, we expect to continue to deliver long-term incentives through grants of restricted
stock, restricted stock units and performance units.
72
Minimum Vesting.
Awards other than cash awards will have a minimum vesting period or restriction
period, as applicable, of one year from the date of grant, provided that: (1) the Committee may provide
for earlier vesting or termination of the restriction period following a Change of Control or upon
termination of a participant’s employment or service by reason of death, disability or retirement; and (2)
awards with respect to up to 5% of the shares of Common Stock authorized for grant pursuant to the
Incentive Plan as Amended and Restated may have a vesting period or restriction period, as applicable,
of less than one year.
Shares Reserved.
Subject to the adjustments described below,
8,700,000
shares
will be authorized for
issuance under
Incentive Plan as Amended and Restated
. The number of shares of Common Stock that
are the subject of awards under the
Incentive Plan as Amended and Restated
that are canceled,
terminated, forfeited, or expire unexercised shall again immediately become available for Awards
hereunder as if such shares had never been the subject of an award. The number of shares of Common
Stock available under the
Incentive Plan as Amended and Restated
will not be increased by shares of
Common Stock tendered, surrendered or withheld in connection with (1) the exercise or settlement of an
award or (2) Oceaneering’s tax withholding obligations.
Award Limits.
Under the
Incentive Plan as Amended and Restated
, no nonemployee director may be
granted, during any single calendar year, Awards having an aggregate value, determined on each
applicable grant date, when added to all cash compensation paid to such director, other than in
connection with the post-retirement payment associated with prior service as an officer or other employee
of Oceaneering, during the same calendar year, in excess of
$1,500,000
.
Adjustments.
In the event of certain corporate transactions, including the subdivision or consolidation
of outstanding shares of Common Stock, declaration of a stock dividend or other stock split,
recapitalization or capital reorganization, consolidation or merger, adoption of any plan of exchange
affecting the Common Stock or any distribution to holders of Common Stock or securities or property, the
Incentive Plan as Amended and Restated
provides for proportional or appropriate adjustments, as
applicable, in the number of shares of Common Stock subject to and, if applicable, the exercise price of,
awards, as well as the maximum award limits and number of shares available under the
Incentive Plan as
Amended and Restated
.
In addition, in the event of a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee may, among other things, make equitable adjustments to
awards or other provisions for the disposition of awards, and has the discretion to provide for the
substitution of a new award or other arrangement for an award or the assumption of an award, provide for
the accelerated vesting or exercisability of an award and the cancellation thereof in exchange for the
payment of a reasonable and approximate value thereof, or cancel any awards in exchange for cash
equal to the fair market value (as defined in the Incentive Plan as Amended and Restated) (with
underwater options able to be cancelled for no consideration).
Stock Options.
The Committee determines, in connection with each option granted to employees, the
exercise price (which may not be less than the fair market value of the Company’s Common Stock on the
date of the grant), the terms and conditions of exercise, the expiration date, restrictions on transfer of the
option, and other provisions not inconsistent with the
Incentive Plan as Amended and Restated
. The term
of an option will not exceed ten years from the date of grant. The full Board makes the same
determinations with respect to nonqualified options granted to nonemployee directors.
Stock Appreciation Rights.
The Committee is authorized to grant stock appreciation rights, or SARs,
to employees and the full Board may grant SARs to nonemployee directors. Each SAR entitles the
participant, on exercise of the SAR, to receive in cash or shares of Common Stock a value equal to the
excess of the fair market value of a specified number of shares of Common Stock at the time of exercise
over the exercise price established by the Committee or Board, as applicable. The term of a SAR will not
exceed ten years from the date of grant. A SAR may be granted in tandem with an option, subject to such
terms and restrictions as established by the Committee or Board, as applicable.
73
Stock Awards and Cash Awards.
The
Incentive Plan as Amended and Restated
authorizes the
Committee to grant employees stock awards (consisting of shares of Common Stock or of a right to
receive shares of Common Stock, or their cash equivalent or a combination of both, in the future,
including restricted stock, restricted stock units and performance awards settled in shares) and cash
awards, and the Board is authorized to make such grants to nonemployee directors. Those awards may
be subject to the terms and conditions, restrictions, and contingencies, not inconsistent with the
Incentive
Plan as Amended and Restated
, as may be determined by the Committee or Board, as applicable.
Performance Awards.
Any award available under the
Incentive Plan as Amended and Restated
may
be made as a performance award. Performance awards will be based on achievement of such goals and
will be subject to such terms, conditions, and restrictions as the Committee (or the Board with respect to
nonemployee director awards) will determine.
Treatment upon a Change of Control.
The treatment of awards on the occurrence of a Change of
Control will be determined in the sole discretion of the Committee or the Board and will be described in
the applicable award agreements.
Transferability.
Except as otherwise determined by the Committee (or the Board, in the case of awards
to non-employee directors) and specified in a participant’s award agreement, no award may be assigned
or otherwise transferred except by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order.
Duration; Plan Amendments.
The
Incentive Plan as Amended and Restated
has a term of ten years
from the date of the Company’s 2025 annual meeting of stockholders. The Board may at any time
amend, modify, suspend or terminate the
Incentive Plan as Amended and Restated
(and the Committee
may amend or modify an award agreement) but in doing so cannot materially adversely affect any
outstanding award without the participant’s written consent or make any amendment without stockholder
approval, to the extent such stockholder approval is required by applicable legal requirements or the
requirements of the securities exchange on which the Company’s stock is listed. If the
stockholders
of
Oceaneering fail to approve the
Incentive Plan as Amended and Restated
at this annual meeting, the
Incentive Plan as Amended and Restated
will be of no force and effect and the Incentive Plan will
continue in force and effect.
Certain Federal Income Tax Consequences of Awards Under the
Incentive
Plan as Amended and Restated
The following summary is based on current interpretations of existing federal income tax laws. The
discussion below is not purported to be complete, and it does not discuss the tax consequences arising in
the context of the participant’s death or the income tax laws of any locality, state, or foreign country in
which a participant’s income or gain may be taxable.
Options.
On grant of an option, the optionee will not recognize income for tax purposes and
Oceaneering will not receive any deduction. On the exercise of a nonqualified option, the optionee
recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair
market value of the shares of Common Stock acquired on the date of exercise and the exercise price. On
any sale of those shares by the optionee, any difference between the sale price and the fair market value
of the shares on the date of exercise of the nonqualified option will be treated generally as capital gain or
loss. On exercise of a nonqualified stock option, Oceaneering is entitled to a deduction in an amount
equal to the income recognized by the employee.
Stock Appreciation Rights.
The amount of any cash or the fair market value of any shares of
Common Stock received by the holder on the exercise of SARs will be subject to ordinary income tax in
the year of receipt, and Oceaneering will be entitled to a deduction for that amount.
Restricted Stock.
A participant generally recognizes no taxable income at the time of an award of
restricted stock. A participant may, however, make an election under Section 83(b) of the Code to have
the grant taxed as compensation income at the date of receipt, with the result that any future appreciation
74
or depreciation in the value of the shares of stock granted may be taxed as capital gain or loss on a
subsequent sale of the shares. If the participant does not make a Section 83(b) election, the grant will be
taxed as compensation income at the full fair market value on the date the restrictions imposed on the
shares expire. Unless a participant makes a Section 83(b) election, any dividends paid to the participant
on the shares of restricted stock will generally be compensation income to the participant and deductible
by us as compensation expense. In general, we will receive an income tax deduction for any
compensation income taxed to the participant. To the extent a participant realizes capital gains, as
described above, we will not be entitled to any deduction for federal income tax purposes.
Restricted Stock Units.
A participant who is granted a restricted stock unit will recognize no income
upon grant of the restricted stock unit. At the time the underlying shares of common stock (or cash in lieu
thereof) are delivered to a participant, the participant will recognize compensation income equal to the full
fair market value of the shares received. We will be entitled to an income tax deduction corresponding to
the compensation income recognized by the participant.
Cash Awards.
Cash awards under the
Incentive Plan as Amended and Restated
are taxable income to
the participant for federal income tax purposes at the time of payment. The participant will have
compensation income equal to the amount of cash paid, and Oceaneering will have a corresponding
deduction for federal income tax purposes.
Certain Tax Code Limitations on Deductibility
. In order for Oceaneering to deduct the amounts
described above, such amounts must constitute reasonable compensation for services rendered or to be
rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for
future payments under the
Incentive Plan as Amended and Restated
could also be limited by Code
Section 280G, which provides that certain excess parachute payments made in connection with a change
of control of an employer are not deductible. The ability to obtain a deduction for amounts paid under the
Incentive Plan as Amended and Restated
could also be affected by Code Section 162(m), which limits
the deductibility for U.S. federal income tax purposes of compensation paid to certain employees to $1
million during any taxable year.
Code Section 409A
. Code Section 409A generally provides that deferred compensation subject to
Code Section 409A that does not meet the requirements for an exemption from Code Section 409A must
satisfy specific requirements, both in operation and in form, regarding: (1) the timing of payment; (2) the
election of deferrals; and (3) restrictions on the acceleration of payment. Failure to comply with Code
Section 409A may result in the early taxation (plus interest) to the participant of deferred compensation
and the imposition of a 20% penalty on the participant on the deferred amounts included in the
participant’s income. We intend to structure awards under the Plan to be exempt from or comply with
Code Section 409A.
Awards Granted Under the
Incentive Plan as Amended and Restated
The benefits that will be received under the
Incentive Plan as Amended and Restated
by particular
individuals or groups are not determinable at this time. Although not necessarily indicative of future grants
that may be made under the
Incentive Plan as Amended and Restated
, please see the “Grants of Plan-
Based Awards” table below with respect to awards of restricted stock units and performance units to
Named Executive Officers in
2024
.
75
76
Forward-Looking
Statements
The
discussion and analysis herein contains “forward-looking statements” as defined by the Private Securities
Litigation Reform Act of 1995, including statements regarding performance goals, actions related to our director
and executive compensation, our ongoing efforts to diversity our business, our greenhouse gas reduction
initiatives, and other characterizations of future events or circumstances. You can generally identify forward-
looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “may,” “objective,” “plan,” “potential,” “should,” “target,” “will” and other similar words. These forward-
looking statements are subject to various factors that could cause the Company’s actual results to differ materially
from the results anticipated in these statements. These factors include, but are not limited to, those discussed in
the “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024, as updated in subsequent reports we file with the
SEC. The Company has no obligation to update or revise forward-looking statements regardless of whether new
information, future events, or any other factors affect the information contained in the statements.
Reconciliations of Non-GAAP to GAAP
Financial Information
|
EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP)
|
|||||||
|
For the Year Ended
|
|||||||
|
Dec 31, 2024
|
Dec 31, 2023
|
||||||
|
Net income (loss)
|
$147,468
|
$97,403
|
|||||
|
Depreciation and amortization
|
103,443
|
104,960
|
|||||
|
Subtotal
|
250,911
|
202,363
|
|||||
|
Interest expense, net of interest income
|
25,793
|
21,098
|
|||||
|
Amortization included in interest expense
|
(6,075)
|
574
|
|||||
|
Provision (benefit) for income taxes
|
77,448
|
63,652
|
|||||
|
EBITDA (non-GAAP)
|
348,077
|
287,687
|
|||||
|
Adjustments for the effects of:
|
|||||||
|
Foreign currency (gains) losses
|
(866)
|
1,359
|
|||||
|
Total of adjustments
|
(866)
|
1,359
|
|||||
|
Adjusted EBITDA (non-GAAP)
|
$347,211
|
$289,046
|
|||||
77
Security
Ownership of Management and Certain
Beneficial Owners
The following table sets forth the number of shares of Common Stock beneficially owned as of
March 17,
2025
, by each director and nominee for director, each of the executive officers named in the Summary
Compensation Table in this Proxy Statement, and all directors and executive officers as a group. Except
as otherwise indicated, each individual named has sole voting and dispositive power with respect to the
shares shown.
|
Name
|
Number of
Shares (1)
|
Number of
Shares Underlying
Restricted Stock
Units (2)
|
Total (3)
|
|||
|
Karen H. Beachy
|
28,229
|
—
|
28,229
|
|||
|
William B. Berry
|
86,945
|
—
|
86,945
|
|||
|
Earl F. Childress
|
28,452
|
34,338
|
62,790
|
|||
|
Alan R. Curtis
|
88,507
|
96,016
|
184,523
|
|||
|
Deanna L. Goodwin
|
28,642
|
—
|
28,642
|
|||
|
Roderick A. Larson
|
402,279
|
289,658
|
691,937
|
|||
|
Benjamin M. Laura
|
46,977
|
46,356
|
93,333
|
|||
|
Martin J. McDonald
|
86,068
|
37,987
|
124,055
|
|||
|
M. Kevin McEvoy
|
141,837
|
—
|
141,837
|
|||
|
Paul B. Murphy, Jr.
|
74,653
|
—
|
74,653
|
|||
|
Reema Poddar
|
8,743
|
—
|
8,743
|
|||
|
Jon Erik Reinhardsen
|
86,945
|
—
|
86,945
|
|||
|
Steven A. Webster
|
151,676
|
—
|
151,676
|
|||
|
All directors and executive officers as a group (21 persons)
|
1,440,195
|
685,166
|
2,125,361
|
(1)
Includes the following share equivalents, which are fully vested but are held in trust pursuant to the
Oceaneering Retirement Investment Plan (the “401(k) Plan”), as to which the indicated persons have the
right to direct the plan trustee on how to vote:
Mr.
Curtis
–
14,424
and Mr.
Laura
–
8,695
; and all directors
and executive officers as a group –
38,779
.
At withdrawal, the share equivalents in the 401(k) Plan are to
be settled in shares of Common Stock.
Also includes the
following
shares as to which the indicated person
has shared voting and dispositive power:
Mr.
Larson
–
402,279
.
The beneficial ownership of (a) each
director and executive officer represents
0.4%
or less of the outstanding Common Stock and (b) all directors
and executive officers as a group represents
1.4%
of the outstanding Common Stock.
There are no
outstanding stock options held by any of our directors or executive officers.
(2)
Includes shares of Common Stock that are represented by restricted stock units of Oceaneering that are
credited to the accounts of certain individuals and are subject to vesting.
The individuals have no voting or
investment power over these restricted stock units.
(3)
The indicated shares of Common Stock and Common Stock underlying restricted stock units of (a) each
director and executive officer represent
0.7%
or less of the outstanding Common Stock and (b) all directors
and executive officers as a group represent
2.1%
of the outstanding Common Stock.
78
Listed below are the only persons who, to our knowledge, may be deemed to be beneficial owners as of
March 17, 2025
, of more than 5% of the outstanding shares of Common Stock. This information is based
on beneficial ownership reports filed with the SEC.
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent
of Class (1)
|
|||
|
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
|
16,015,288
|
(2)
|
15.8
%
|
||
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
12,461,454
|
(3)
|
12.3
%
|
||
|
EARNEST Partners, LLC
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309
|
5,166,012
|
(4)
|
5.1
%
|
||
|
State Street Corporation
State Street Financial Center
1 Congress Street, Suite 1
Boston, MA 02114-2016
|
4,989,187
|
(5)
|
4.9
%
|
(1)
All percentages are based on the total number of issued and outstanding shares of Common Stock as of
March 17, 2025
.
(2)
The amount beneficially owned of
16,015,288
shares of Common Stock, as shown, is as reported by
BlackRock, Inc. in a Schedule 13
G/A
filed with the SEC on
January 22, 2024
. The Schedule 13
G/A
reports
that BlackRock, Inc. has sole voting power with respect to
15,777,722
shares, shared voting power with
respect to
zero
shares, sole dispositive power with respect to
16,015,288
shares, and shared dispositive
power with respect to
zero
shares. The Schedule 13
G/A
further reports that:
(a)
BlackRock Fund Advisors
,
a subsidiary of
BlackRock, Inc.
, is the beneficial owner of 5% or greater of the Common Stock outstanding;
and (b)
iShares Core S&P Small-Cap ETF
has the power to direct the receipt of dividends from, or the
proceeds from the sale of the Common Stock of, 5% or more of the Common Stock outstanding.
(3)
The amount beneficially owned of
12,461,454
shares of Common Stock, as shown, is as reported by The
Vanguard Group in a Schedule 13
G/A
filed with the SEC on
February 13, 2024
. The Schedule 13
G/A
reports that The Vanguard Group has sole voting power with respect to
zero
shares, shared voting power
with respect to
189,022
shares, sole dispositive power with respect to
12,177,878
shares, and shared
dispositive power with respect to
283,576
shares.
(4)
The amount beneficially owned of
5,166,012
shares of Common Stock, as shown, is as reported by
EARNEST Partners, LLC in a Schedule 13
G/A
filed with the SEC on
March 11, 2024
. The Schedule 13
G/A
reports that EARNEST Partners, LLC has sole voting power with respect to
3,005,598
shares, shared voting
power with respect to
473,405
shares, sole dispositive power with respect to
5,166,012
shares, and shared
dispositive power with respect to
zero
shares
(5)
The amount beneficially owned of 4,989,187 shares of Common Stock, as shown, is as reported by State
Street Corporation in a Schedule 13
G/A
filed with the SEC on
February 6, 2025
. The Schedule 13
G/A
reports that State Street Corporation has sole voting power with respect to
zero
shares, shared voting
power with respect to
4,486,939
shares, sole dispositive power with respect to
zero
shares, and shared
dispositive power with respect to
4,989,187
shares.
79
Eq
uity Compensation Plan
Information
The following presents equity compensation plan information as of December 31, 2024:
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected
in the first
column)
|
|||
|
Equity compensation plans approved by security
holders
|
1,931,419
|
N/A
|
1,159,889
|
|||
|
Equity compensation plans not approved by
security holders
|
—
|
N/A
|
—
|
|||
|
Total
|
1,931,419
|
N/A
|
1,159,889
|
In the table above, the number reflected in “the number of securities to be issued upon exercise of outstanding
options, warrants and rights” column represents restricted stock units granted under our stockholder-approved
incentive plans. There are no outstanding stock options under such plans.
As of December 31, 2024, there were no shares of Oceaneering common stock under equity compensation plans
not approved by security holders available for grant.
80
General
Information
Frequently Asked Questions
Why did I receive these proxy materials?
This proxy statement is furnished in connection with the solicitation of proxies by the Board for use at
2025 Annual Meeting of Stockholders of Oceaneering., to be held at
5775 N. Sam Houston Pkwy. W.,
Houston, Texas 77086
on
Friday, May 9, 2025
at
11:00 A.M. prevailing Central Time
, or any adjournment
or postponement thereof. The purposes of the meeting are set forth in the accompanying Notice of 2025
Annual Meeting of Stockholders and information about Oceaneering’s governance and executive
compensation is set forth elsewhere in this proxy statement. Please review these materials carefully
before casting your vote. We are asking that you vote on four proposals.
What Is “Notice And Access” And Why Does Oceaneering Use It?
We are making the proxy solicitation materials available to our stockholders electronically via the Internet
under the Notice and Access rules and regulations of the SEC. On or about
March 28, 2025
, we will mail
to our stockholders the Notice in lieu of mailing a full set of proxy materials. Accordingly, our proxy
materials are first being made available to our stockholders on or about
March 28, 2025
. The Notice
includes information on how to access and review the proxy materials and how to vote online. All
stockholders will have the ability to access the proxy materials on
the Internet at www.proxyvote.com as
instructed in the Notice
or request a printed set of the proxy materials. Instructions on how to access the
proxy materials on the Internet or to request a printed copy may be found in the Notice. In addition,
stockholders may request to receive proxy materials in printed form by mail or electronically by email on
an ongoing basis. Electronic delivery decreases costs, expedites distribution, and reduces our
environmental impact. We encourage stockholders to take advantage of the availability of the proxy
materials on the
Internet
at www.proxyvote.com to help reduce the environmental impact of the Annual
Meeting. Stockholders who received the Notice but would like to receive a printed copy of the proxy
materials in the mail should follow the instructions in the Notice for requesting such materials.
Additionally, we will furnish without charge to each person whose proxy is being solicited, upon
the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal
year ended
December 31, 2024
(as amended by the 10-K/A filed on March 4, 2025), including the
financial statements. Such requests should be directed to the Corporate Secretary c/o
Oceaneering International, Inc.,
5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086
.
Who is entitled to vote?
Only holders of record of shares of Oceaneering International, Inc. (“Oceaneering”) common stock, $0.25
par value per share (“Common Stock”) at the close of business on
March 17, 2025
, the record date, will
be entitled to notice of, and to vote at, the meeting. As of that date,
101,071,473
shares of our Common
Stock were outstanding. Each of those outstanding shares is entitled to one vote at the meeting.
What are my voting options and what is the voting requirement for each of the
proposals?
At the Annual Meeting, stockholders will be asked to consider and act upon the following matters
discussed in this proxy statement. For Proposal 1, you may choose to vote “FOR” or “WITHHOLD.” For
Proposals 2, 3, and 4, you may choose to vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 1, a
withhold vote will have no effect. For Proposals 2 and 4, abstentions will have the effect of a vote against
the proposal, while abstentions will have no effect on Proposal 3. Failure of a beneficial owner to provide
voting instructions to its broker or nominee with regard to Proposals 1, 2 or 4 will result in a “broker non-
vote” for such shares of Common Stock beneficially owned, which will have no impact on such proposal.
81
Since Proposal 3 is a routine proposal that brokers can vote on absent specific instruction, no broker non-
votes are expected for such proposal.
|
Proposal
|
Recommendation
of the Board
|
Vote Required
|
|
|
1
|
Election of Class III
Directors
: Roderick A.
Larson, M. Kevin McEvoy,
and Paul B. Murphy, Jr.
|
FOR
each of the
nominees
|
Per our Bylaws, each director nominee who receives
a plurality of the votes cast (i.e., nominees receiving
the highest number of “for” votes) will be elected.
However, our Corporate Governance Guidelines
require a director nominee to tender their resignation
in an uncontested election if such nominee does not
receive a “for” vote by a majority of the shares present
in person or by proxy and entitled to vote and actually
voting on the proposal.
|
|
2
|
Advisory Vote to Approve
Executive Compensation
|
FOR
|
Affirmative vote of a majority of the shares of
Common Stock present in person or by proxy and
entitled to vote thereon.
|
|
3
|
Ratification of Appointment
of Ernst & Young LLP as
independent auditors of
Oceaneering for the year
ending December 31, 2025
|
FOR
|
Affirmative vote of a majority of the shares of
Common Stock voted on this proposal at the meeting.
|
|
4
|
Approval of the
Amended
and Restated 2020 Incentive
Plan
|
FOR
|
Affirmative vote of a majority of the shares of
Common Stock present in person or by proxy and
entitled to vote thereon.
|
How do I vote?
Your vote is important. You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You may always change your vote at the meeting if you are
a holder of record or have a proxy from the record holder. Giving us your proxy means that you authorize
us to vote your shares of Common Stock at the meeting in the manner you indicated on your proxy card.
You may also provide your proxy using the Internet or telephone procedures described on the proxy card.
If you give us your proxy but do not specify how to vote, we will vote your shares of Common Stock in
accordance with the recommendations of the Board.
|
|
|
|
|||
|
Voting by Mail
You may sign, date, and
return your proxy card in
the pre-addressed,
postage-paid envelope
provided. If you return
your proxy card without
indicating how you want
to vote, the designated
proxies will vote as set
forth above.
|
Voting by Telephone
If you are a stockholder of
record, you may vote by
proxy by using the toll-
free number listed on your
proxy card.
|
Voting via the Internet
If you are a stockholder of
record, you may vote by
proxy by using the
following Internet address:
proxyvote.com.
|
Voting at the Meeting
Stockholders of record
may also vote at the
Annual Meeting. However,
even if you plan to attend
the Annual Meeting, we
recommend that you also
vote by proxy as
described in this Proxy
Statement, so that your
votes will be counted if
you do not participate in
the meeting.
|
|||
The telephone and Internet voting procedures are designed to verify your vote through the use of a
unique voter control number that is provided on each proxy card. The procedures also allow you to vote
82
your shares and to confirm that your instructions have been properly recorded. Please see your proxy
card for specific instructions.
If you hold shares through a brokerage firm, bank, or other custodian, you may vote via the Internet or by
telephone only if the custodian offers that option.
What if I change my mind after I have voted?
If you are a stockholder of record, and you vote by proxy by mail, the Internet or telephone, you may later
revoke your proxy instructions by:
•
sending a written statement to that effect to our Corporate Secretary c/o Oceaneering International,
Inc.,
5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086
, the mailing address for the
executive offices of Oceaneering, provided that we receive the statement before the Annual
Meeting;
•
submitting a signed proxy card with a date later than the date of the revoked proxy but prior to the
Annual Meeting;
•
voting by proxy at a later time, but prior to the Annual Meeting, via the Internet or by telephone; or
•
voting in person at the Annual Meeting.
If you have shares held through a brokerage firm, bank, or other custodian, and you vote by proxy, you
may later revoke your proxy instructions only by informing the custodian in accordance with any
procedures it sets forth.
Will my shares be voted if I do not provide my proxy?
It depends on whether you hold your shares of Common Stock in your own name as a registered
stockholder or in the name of a bank or brokerage firm as a beneficial owner. If you hold your shares of
Common Stock directly in your own name as a registered stockholder, then they will not be voted unless
you provide a proxy or vote in person at the meeting.
If your shares of Common Stock are held in the name of a broker, bank or other nominee, such broker or
other nominee can vote your shares on any proposal that is considered a “routine” matter as determined
by the NYSE. Of the proposals, only Proposal 3 is considered “routine” and, accordingly, only with
respect to Proposal 3 can a broker or other nominee exercise voting discretion absent specific instruction
from the beneficial owner. Since Proposal 3 is a routine Proposal that brokers can vote on absent specific
instruction, no broker non-votes are expected for such proposal.
For all other proposals (specifically, Proposals 1, 2 and 4), since the NYSE precludes brokers from
exercising voting discretion on these “non-routine” proposals without specific instructions from the
beneficial owner as to how to vote, any brokers holding shares of Common Stock must vote for those
proposals according to specific instructions they receive (if any) from the beneficial owners of those
shares of Common Stock.
If you do not instruct your broker how to vote with respect to Proposal 1,
Proposal 2, or Proposal 4, your broker will not vote for you with respect to those proposals.
Failure of a beneficial owner to provide voting instructions with regard to Proposals 1, 2 or 4 will result in
a “broker non-vote” for such shares of Common Stock beneficially owned. Broker non-votes will have no
impact on Proposals 1, 2 or 4.
Can I vote my shares that are held in the Oceaneering Retirement Investment Plan?
If you participate in the Oceaneering Retirement Investment Plan (“Plan”), you have the right to direct
Fidelity Management Trust Company, the trustee of the Plan (the “Trustee”), to vote your shares of
Oceaneering common stock held in your separate Plan account.
You may instruct the Trustee as to how to vote the shares of Oceaneering common stock in your Plan
account via telephone or the Internet. If you wish to provide your instructions via telephone, please call
1-800-690-6903 and follow the prompts. If you wish to provide your instructions via the Internet, log on to
www.proxyvote.com and follow the instructions provided.
To allow sufficient time for voting by the Trustee of the Plan, your voting instructions must be received no
later than 11:59 p.m., Central Time, on May 1, 2025. Any shares of Oceaneering common stock held in
83
the Plan for which the Trustee does not receive timely participant directions will be voted by the Trustee in
the same proportion as the shares for which the Trustee receives timely voting instructions from
participants within the Plan.
How do I attend the Annual Meeting in person?
Registered stockholders will be asked to present a valid government-issued photo identification. If your
shares are held in the name of your broker, bank, or other nominee, you must bring to the meeting a valid
government-issued photo identification and an account statement or letter (and a legal proxy if you wish
to vote your shares) from the nominee indicating that you beneficially owned the shares on the record
date
for voting.
What constitutes a quorum of stockholders?
We must have a quorum to conduct the meeting. The requirement for a quorum at the meeting is the
presence in person or by proxy of holders of a majority of the outstanding shares of Common Stock.
Broker non-votes, abstentions and withhold votes count for purposes of determining a quorum.
Who conducts the
proxy solicitation
and how much will it cost?
We began mailing this proxy statement and the accompanying proxy card to stockholders on or about
March 28, 2025
. The proxy statement and proxy card are being furnished at the direction of the Board.
We will pay all solicitation costs, which includes
$30,000
for the fee of
Innisfree M&A Incorporated
who
will help us solicit proxies. We will reimburse brokerage firms, nominees, fiduciaries, custodians, and
other agents for their expenses in distributing proxy materials to the holders of Common Stock. In
addition, certain of our directors, officers and employees may solicit proxies by telephone and personal
contact. Directors, officers, and other employees will not receive additional compensation for these
services.
What is householding?
As permitted by the SEC rules, only one copy of this proxy statement is being delivered to stockholders
residing at the same address, unless the stockholders have notified the Company of their desires to
receive multiple copies of the proxy statement.
This is known as “householding.” This procedure reduces the environmental impact of our annual
meetings and reduces the Company’s printing and mailing costs. Upon oral or written request, we will
promptly deliver a separate copy of the proxy statement to any stockholder residing at an address to
which only one copy was mailed. You may direct requests for additional copies for the current year or
84
future years to our Investor Relations team at the following physical address, phone number or email
address:
Oceaneering International, Inc.
Attn: Corporate Secretary or Investor Relations
5875 N. Sam Houston Pkwy. W., Suite 400
Houston, Texas 77086
Phone: (713) 329-4500
Email (Investor Relations): investorrelations@oceaneering.com
You may direct requests for additional copies of the proxy statement for the current year or future years to
our Investor Relations team.
Beneficial owners should contact their broker or bank.
How do I submit a stockholder proposal for action at the 2026 annual meeting of
stockholders?
Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement
for our
2026
Annual Meeting of Stockholders must send notice of the proposal to our Corporate Secretary
at our principal executive offices,
5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086
, so
that such notice is received not later than
November 28, 2025
.
If you submit such a proposal, you must
provide your name, address, the number of shares of Common Stock held of record or beneficially, the
date or dates on which you acquired those shares and documentary support for any claim of beneficial
ownership.
In addition, any stockholder who intends to submit a proposal for consideration at our
2026
Annual
Meeting of Stockholders, regardless of whether the proposal is submitted for inclusion in our proxy
statement for that meeting, or who intends to submit nominees for election as directors at that meeting,
must notify our Corporate Secretary. Under our Bylaws, such notice must:
•
be received at our executive offices not earlier than
November 10, 2025
, and not later than close of
business on
February 8, 2026
; and
•
satisfy the requirements that our Bylaws specify.
A copy of the pertinent Bylaw provisions can be obtained from our Corporate Secretary on written
request.
How do I nominate a director or present other items for action at the 2026 annual meeting
of stockholders?
The Nominating, Corporate Governance & Sustainability Committee will consider nominees
recommended by stockholders in accordance with our Bylaws. A stockholder who wishes to recommend
a nominee for director should comply with the procedures specified in our Bylaws, as well as applicable
securities laws and regulations of the NYSE. The Nominating, Corporate Governance & Sustainability
Committee will consider all candidates identified through the processes described above, whether
identified by the committee or by a stockholder, and will evaluate each of them on the same basis.
As to each person a stockholder proposes to nominate for election as a director, our Bylaws provide that
the nomination notice must:
•
include the name, age, business address, residence address (if known) and principal occupation or
employment of that person, the number of shares of Common Stock beneficially owned or owned of
record by that person and any other information relating to that person that is required to be
disclosed under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the related SEC rules and regulations; and
•
be accompanied by the written consent of the person to be named in the proxy statement as a
nominee and to serve as a director if elected.
The nomination notice must also include, as to that stockholder and any of that stockholder’s
“associates” (defined to include (1) any person acting in concert with that stockholder, (2) any person who
85
beneficially owns shares of Common Stock owned of record or beneficially by that stockholder and (3)
any person controlling, controlled by or under common control with, directly or indirectly, that stockholder
or any person described in the foregoing clause (1) or (2)) on whose behalf the nomination or
nominations are being made:
•
the name and address of that stockholder, as they appear on our stock records and the name and
address of that associate;
•
the number of shares of Common Stock which that stockholder and that associate own beneficially
or of record;
•
a description of any agreement, arrangement or understanding relating to any hedging or other
transaction or series of transactions (including any derivative or short position, profit interest, option,
hedging transaction or borrowing or lending of shares) that has been entered into or made by that
stockholder or that associate, the effect or intent of which is to mitigate loss, manage risk or benefit
from share price changes or to increase or decrease the voting power of that stockholder or that
associate, in any case with respect to any share of Common Stock;
•
a description of all arrangements and understandings between that stockholder or that associate
and each proposed nominee of that stockholder and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by that stockholder;
•
a representation by that stockholder that they intends to appear in person or by proxy at that
meeting to nominate the person(s) named in that nomination notice; and
•
a representation as to whether that stockholder or that associate, if any, intends, or is part of a
group, as Rule 13d-5(b) under the Exchange Act uses that term, which intends, (1) to deliver a
proxy statement or form of proxy to the holders of shares of Common Stock representing at least
67% of the voting power of the shares of Common Stock entitled to vote in the election of directors
in accordance with the Exchange Act rules.
A-1
Appendix
A:
2020 Incentive Plan of
Oceaneering International, Inc.
(As Amended and Restated Effective May 9, 2025)
1.
Plan.
The 2020 Incentive Plan of Oceaneering International, Inc., as amended and restated effective May 9,
2025 (this “Plan”), was adopted by Oceaneering International, Inc. (the “Company”) to reward certain
corporate officers, directors and key employees of the Company by enabling them to acquire shares of
common stock of the Company and/or through the provision of cash payments.
2.
Objectives.
This Plan is designed to attract and retain key employees of the Company and its Subsidiaries,
to attract and retain qualified directors of the Company, to encourage the sense of proprietorship of such
employees and directors and to stimulate the active interest of such persons in the development and
financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making
Awards under this Plan and thereby providing Participants with a proprietary interest in the growth and
performance of the Company and its Subsidiaries.
3.
Definitions.
As used herein, the terms set forth below shall have the following respective meanings:
“Award” means the grant, by the Company pursuant to this Plan, of any Option, SAR, Stock Award or Cash
Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable
terms, conditions and limitations as the Committee, or the Board in the case of Awards to Nonemployee
Directors, may establish in order to fulfill the objectives of this Plan.
“Award Agreement” means any agreement issued for and on behalf of the Company setting forth, in writing,
the terms, conditions and limitations applicable to an Award.
“Board” means the Board of Directors of the Company.
“Cash Award” means an award, granted by the Company pursuant to this Plan, denominated and paid in
cash, and includes Performance Awards paid in cash.
“Change of Control” means:
a.
any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation or other entity owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and
regulations promulgated thereunder), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than
through the purchase of Voting Securities directly from the Company through a private placement or as
a result of the acquisition of Voting Securities by the Company; or
b.
individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any
reason to constitute at least a majority thereof, provided that any person becoming a Director
subsequent to the Effective Date (other than a Director designated by a Person who has entered into an
agreement with the Company to effect any transaction described in Clause (A), (C), (D) or (E) of this
definition) whose election, or nomination for election by the Company’s stockholders, was approved by
a vote of at least two-thirds of the Directors then comprising the Incumbent Board shall from and after
such election be deemed to be a member of the Incumbent Board; or
c.
the Company is merged or consolidated with another corporation or entity, and as a result of such
merger or consolidation, less than 60% of the outstanding Voting Securities of the surviving or resulting
corporation or entity shall then be owned by the former stockholders of the Company; or
d.
the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the
ownership of 20% or more of the Voting Securities of the Company then outstanding; or
e.
all or substantially all of the assets of the Company are sold or transferred to a Person as to which:
i.
the Incumbent Board does not have authority (whether by law or contract) to directly control the use
or further disposition of such assets; and
ii.
the financial results of the Company and such Person are not consolidated for financial reporting
purposes.
f.
Anything else in this definition to the contrary notwithstanding:
A-2
i.
no Change of Control shall be deemed to have occurred by virtue of any transaction which results
in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of
either the combined voting power of the Company’s outstanding Voting Securities or the Voting
Securities of any other corporation or entity which acquires all or substantially all of the assets of
the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and
ii.
for any Award subject to Section 409A, no Change of Control shall be deemed to have occurred for
purposes of establishing a time of payment unless such event constitutes an event specified in
Section 409A(a)(2)(A)(v) of the Code and the Treasury regulations promulgated thereunder,
provided, that such qualification shall not apply for purposes of determining whether a Participant’s
rights to the Award become vested or otherwise unconditional on the Change of Control.
“Code” means the Internal Revenue Code of 1986, as amended from time to time; reference to a specific
section of the Code or regulation thereunder will include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
“Committee” means the Compensation Committee of the Board or such other committee of the Board as is
designated by the Board to administer this Plan.
“Common Stock” means the Common Stock, par value $0.25 per share, of the Company.
“Company” means Oceaneering International, Inc., a Delaware corporation.
“Director” means an individual serving as a member of the Board.
“Dividend Equivalents” means an amount equal to dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record on a like number of shares of Common Stock.
“Effective Date” means May 9, 2025, or, if different, the actual date of the Company’s 2025 annual meeting
of stockholders, after giving effect to any adjournment or postponement thereof, as the case may be.
“Employee” means an employee of the Company or any of its Subsidiaries or an individual who has agreed
to become an employee of the Company or any of its Subsidiaries and actually becomes such an employee
within the six months immediately following the making of an Award to such individual.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common
Stock are listed or quoted on a national securities exchange, the closing price per share of Common Stock
reported or quoted on the consolidated transaction reporting system for the principal national securities
exchange on which shares of Common Stock are listed or quoted on that date, or, if there shall have been
no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so
reported or quoted, (ii) if the Common Stock is not so listed or quoted, the closing price on that date, or, if
there are no quotations available for such date, on the last preceding date on which such quotations shall
be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market,
Inc., by the National Quotation Bureau Incorporated, or (iii) if shares of Common Stock are not publicly
traded, the most recent value determined by an independent appraiser appointed by the Company for such
purpose.
“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section
422 of the Code.
“Nonemployee Director” means a Director who is not an Employee.
“Nonqualified Option” means an Option that is not an Incentive Option.
“Option” means a right, granted by the Company pursuant to this Plan, to purchase a specified number of
shares of Common Stock at a specified price.
“Participant” means an Employee or Director to whom an Award has been made under this Plan.
“Performance Award” means a Stock Award or a Cash Award which may be earned in whole or in part upon
attainment of performance goals or other vesting criteria as the Committee may determine and which will be
paid in cash or shares of Common Stock or a combination of the foregoing.
“Person” means any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under
the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, and the related rules and regulations promulgated thereunder.
“Plan” means this 2020 Incentive Plan of Oceaneering International, Inc., as amended and restated
effective May 9, 2024, and as may be further amended from time to time.
A-3
“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.
“Restricted Stock Unit” means a unit that is restricted or subject to forfeiture provisions evidencing the right
to receive one share of Common Stock or cash equal to the Fair Market Value of one share of Common
Stock.
“Restriction Period” means a period of time beginning as of the date upon which an Award of Restricted
Stock or Restricted Stock Units is made pursuant to this Plan and ending as of the date upon which such
Award is issued (if not previously issued), no longer restricted or no longer subject to forfeiture provisions.
“SAR” means a right to receive a payment, in cash or shares of Common Stock, equal to the excess of the
Fair Market Value of a share of Common Stock on the date the right is exercised over the Fair Market Value
of a share of Common Stock on the date of grant.
“Section 409A” means Section 409A of the Code.
“Stock Award” means an award, granted by the Company pursuant to this Plan, in the form of shares of
Common Stock or units denominated in shares of Common Stock, and includes Restricted Stock,
Restricted Stock Units and Performance Awards that may be settled in shares of Common Stock; Stock
Awards shall not include Options or SARs.
“Subsidiary” means (i) in the case of a corporation, any corporation of which the Company directly or
indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes
or series of capital stock of such corporation which have the right to vote generally on matters submitted to
a vote of the stockholders of such corporation, and (ii) in the case of a partnership or other business entity
not organized as a corporation, any such business entity of which the Company directly or indirectly owns
50% or more of the voting, capital or profits interests (whether in the form of partnership interests,
membership interests or otherwise).
“Voting Securities” means, with respect to any corporation or other business enterprise, those securities
which under ordinary circumstances entitle the holder thereof to vote for the election of directors or others
charged with comparable duties under applicable law.
4.
Eligibility
.
(1)
Employees.
Employees eligible for Awards under this Plan are those who hold positions of responsibility
and whose performance, in the judgment of the Committee, can have a significant effect on the success
of the Company and its Subsidiaries.
(2)
Directors.
Directors eligible for Awards under this Plan are those who are Nonemployee Directors.
5.
Common Stock Available for Awards; Plan and Award Limitations
.
(1)
Common Stock Available Under this Plan.
Subject to the provisions of paragraph 15 hereof, there shall
be an aggregate of
8,700,000
shares of Common Stock available for Awards under this Plan, granted
wholly or partly and including rights or Options that may be exercised for, or settled in, shares of
Common Stock. The number of shares of Common Stock that are the subject of Awards under this Plan
that are canceled, terminated, forfeited or expire unexercised shall again immediately become available
for Awards hereunder as if such shares had never been the subject of an Award. The number of shares
of Common Stock available under this Plan shall not be increased by shares of Common Stock
tendered, surrendered or withheld in connection with the exercise or settlement of an Award or the
Company’s tax withholding obligations.
(2)
Plan Limitations.
All shares of Common Stock available for Awards under this Plan may be granted as
Incentive Options or as any other form of Stock Award.
(3)
Director Award Limitations.
No Nonemployee Director may be granted, during any single calendar year,
Awards having an aggregate value, determined on each applicable grant date, when added to all cash
compensation paid to the Director, other than in connection with the post-retirement payment
associated with prior service as an officer or other employee of Oceaneering, during the same calendar
year, in excess of
$1,500,000
.
(4)
Adjustments.
The limitations set forth in this paragraph are subject to adjustment in accordance with
paragraph 15 hereof.
(5)
Other Actions.
The Committee may from time to time adopt and observe such procedures concerning
the counting of shares against the Plan maximum as it may deem appropriate. The Board, the
Committee and the officers of the Company shall from time to time take whatever actions are necessary
to file any required documents with governmental authorities, stock exchanges and transaction
A-4
reporting systems to ensure that shares of Common Stock are available for issuance pursuant to
Awards.
6.
Administration
.
(1)
Authority of the Committee.
Except as otherwise provided in this Plan with respect to actions or
determinations by the Board, this Plan shall be administered by the Committee. Subject to the
provisions hereof, the Committee shall have full and exclusive power and authority to administer this
Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee shall also have full and exclusive power to
interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it
may deem necessary or proper, all of which powers shall be exercised in the best interests of the
Company and in keeping with the objectives of this Plan. Subject to paragraph 6(c) and paragraph 18
hereof, the Committee may, in its discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise
amend or modify an Award in any manner that is (i) not materially adverse to the Participant to whom
such Award was granted, (ii) consented to by such Participant or (iii) authorized by paragraph 15(c)
hereof; provided, however, that no such action shall (1) permit the term of any Option or SAR to be
greater than ten years from the applicable grant date or (2) permit the extension of the term of any
outstanding Option or SAR such that the resulting term is greater than ten years from the applicable
grant date. The Committee may make an Award to an individual who it expects to become an employee
of the Company or any of its Subsidiaries within the six months following the date the Award is made,
with such Award being subject to the individual actually becoming an employee within such time period,
and subject to such other terms and conditions as may be established by the Committee. The
Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or
in any Award in the manner and to the extent the Committee deems necessary or desirable to further
the purposes of this Plan. Any decision of the Committee in the interpretation and administration of this
Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all
parties concerned. The Board shall have the same powers as the Committee with respect to Awards to
Nonemployee Directors.
(2)
Indemnity.
No member of the Board or the Committee or officer of the Company to whom the
Committee has delegated authority in accordance with the provisions of paragraph 7 of this Plan shall
be liable for anything done or omitted to be done by him or her, by any member of the Board or the
Committee or by any officer of the Company in connection with the performance of any duties under
this Plan, except for their own willful misconduct or as expressly provided by statute.
(3)
Prohibition on Repricing of Options and Stock Appreciation Rights.
Except in connection with a
corporate transaction involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-
off, combination, or exchange of shares), the terms of outstanding Options and SARs may not be
amended to (i) reduce the exercise price of outstanding Options or SARs or (ii) cancel outstanding
Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is
less than the exercise price of the original Options or SARs without stockholder approval.
7.
Delegation.
The Committee may delegate to one or more subcommittees of the Committee, another
committee of the Board, the President and Chief Executive Officer of the Company, or to other senior
officers of the Company its authority or duties under this Plan pursuant to such conditions or limitations as
the Committee may establish; provided, however, the Committee may not delegate to any officer of the
Company its authority to make Awards to any officer of the Company. Any such delegation hereunder shall
only be made to the extent permitted by applicable law.
8.
Awards
. Except as otherwise provided in paragraph 9 hereof pertaining to Awards to Nonemployee
Directors, the Committee shall determine the type or types of Awards to be made under this Plan and shall
designate from time to time the Participants who are to be the recipients of such Awards. Each Award shall
be embodied in an Award Agreement in such form as the Committee determines, which shall contain such
terms, conditions and limitations as shall be determined by the Committee in its sole discretion, including
any treatment upon a Change of Control, and shall be issued for and on behalf of the Company. Awards
may consist of those listed in this paragraph 8 and may be granted singly, in combination or in tandem.
Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other plan of the Company or any of its Subsidiaries, including this Plan of
any acquired entity; provided that, except as contemplated in paragraph 15 hereof, no Option or SAR may
A-5
be issued in exchange for the cancellation of an Option or SAR, respectively, with a higher exercise price
nor may the exercise price of any Option or SAR be reduced. All or part of an Award may be subject to
conditions established by the Committee, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives, increases in specified
indices, attainment of specified growth rates and other measurements of performance. Upon the termination
of employment by a Participant who is an Employee, any unexercised, deferred, unvested or unpaid Awards
shall be treated as set forth in the applicable Award Agreement.
(1)
Option.
An Award may be in the form of an Option. An Option awarded pursuant to this Plan may
consist of an Incentive Option or a Nonqualified Option. The price at which shares of Common Stock
may be purchased upon the exercise of an Option shall be not less than the Fair Market Value of the
Common Stock on the date of grant. The term of an Option shall not exceed ten years from the date of
grant. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any
Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon
which such Options become exercisable, shall be determined by the Committee.
(2)
Stock Appreciation Right.
An Award may be in the form of a SAR. The strike price for a SAR shall not
be less than the Fair Market Value of the Common Stock on the date on which the SAR is granted. The
term of a SAR shall not exceed ten years from the date of grant. Subject to the foregoing limitations, the
terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the
term of any SARs and the date or dates upon which such SARs become exercisable, shall be
determined by the Committee. As of the date of grant of a SAR, the Committee may specifically
designate that the Award will be paid (i) only in cash, (ii) only in Common Stock, or (iii) in such other
form or combination of forms as the Committee may elect or permit at the time of exercise.
(3)
Stock Award.
An Award may be in the form of a Stock Award. The terms, conditions and limitations
applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee,
subject to the limitations specified below.
(4)
Cash Award.
An Award may be in the form of a Cash Award. The terms, conditions and limitations
applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.
(5)
Performance Award.
Without limiting the type or number of Awards that may be made under the other
provisions of this Plan, an Award may be in the form of a Performance Award. The amount of cash or
shares of Common Stock payable or issuable or vested pursuant to Performance Awards may be
adjusted upward or downward, either on a formula or discretionary basis or any combination, as the
Committee determines in its discretion. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Performance Awards made pursuant to this Plan shall be determined by
the Committee.
(6)
Minimum Vesting.
Any Award (other than a Cash Award) shall have a minimum vesting period or
Restriction Period, as applicable, of one year from the date of grant, provided that (i) the Committee
may provide for earlier vesting or termination of the Restriction Period following a Change of Control or
upon termination of a Participant’s employment or service by reason of death, disability or retirement
and (ii) Awards with respect to up to 5% of the shares of Common Stock authorized for grant pursuant
to this Plan may have a vesting period or Restriction Period, as applicable, of less than one year.
9.
Awards to Nonemployee Directors.
Subject to the limitations set forth in paragraph 5(c) hereof, the Board
may grant a Nonemployee Director of the Company one or more Awards, other than in the form of Incentive
Options, and establish the terms thereof in accordance with paragraph 8 and consistent with the provisions
therein for the granting of Awards to Employees by the Committee. Any such Award shall be subject to the
applicable terms, conditions and limitations set forth in this Plan and the applicable Award Agreement. Upon
the termination of service by a Participant who is a Nonemployee Director, any unexercised, deferred,
unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.
10.
Award Payment; Dividends and Dividend Equivalents.
(1)
General.
As specified in the applicable Award Agreements, payment of Awards may be made in the
form of cash or Common Stock, or a combination thereof, and may include such restrictions as the
Committee shall determine, including, in the case of Common Stock, restrictions on transfer and
forfeiture provisions. If payment of an Award is made in the form of Restricted Stock, the right to receive
such shares shall be evidenced by book-entry registration or in such other manner as the Committee
may determine from time to time. Any statement of ownership evidencing such Restricted Stock shall
contain appropriate legends and restrictions that describe the terms and conditions of the restrictions
applicable thereto.
A-6
(2)
Dividends, Dividend Equivalents and Interest.
Rights to dividends or Dividend Equivalents may be
extended to and made part of any Stock Award, subject to such terms, conditions and restrictions as the
Committee may establish; provided that any dividends or Dividend Equivalents payable in connection
with any Stock Award (as provided in the applicable Award Agreement) may accrue but will not, in any
event, be payable until the expiration of the vesting period or Restriction Period, as applicable, of the
underlying Stock Award. The Committee may also establish rules and procedures for the crediting of
interest on deferred cash payments, dividends or Dividend Equivalents. Dividends and/or Dividend
Equivalents shall not be made part of any Options or SARs.
11.
Stock Option Exercise.
The price at which shares of Common Stock may be purchased under an Option
shall be paid in full at the time of exercise in cash or, if set forth in the Award Agreement and elected by the
Participant, the Participant may purchase such shares by means of the Company withholding shares of
Common Stock otherwise deliverable on exercise of the Award or tendering Common Stock or surrendering
another Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for
Participants to tender Common Stock or other Awards. The Committee may provide for procedures to
permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of
Common Stock issuable pursuant to an Award (including cashless exercise procedures approved by the
Committee involving a broker or dealer approved by the Committee). Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the
exercise of an Option, a number of the shares issued upon the exercise of the Option, equal to the number
of shares of Restricted Stock used as consideration therefore, shall be subject to the same restrictions as
the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the
Committee. The Committee may adopt additional rules and procedures regarding the exercise of Options
from time to time, provided that such rules and procedures are not inconsistent with the provisions of this
paragraph 11.
12.
Taxes
.
The Company shall have the right to deduct applicable taxes from any Award payment and withhold
an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment
of taxes required by law or to take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be
satisfied by (i) the transfer to the Company of shares of Common Stock theretofore owned by the holder of
the Award or (ii) withholding from the shares of Common Stock otherwise deliverable under the Award, in
either case with respect to which withholding is required, up to the maximum tax rate applicable to the
Participant. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
13.
Amendment, Modification, Suspension or Termination.
The Board may amend, modify, suspend or
terminate this Plan (and the Committee may amend or modify an Award Agreement) for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose permitted by applicable
law, except that (i) no amendment or alteration that would materially adversely affect the rights of any
Participant under any Award previously granted to such Participant shall be made without the consent of
such Participant and (ii) no amendment or alteration shall be effective prior to its approval by the
stockholders of the Company to the extent stockholder approval is otherwise required by applicable legal
requirements or the requirements of the securities exchange on which the Company’s stock is listed,
including any amendment that expands the types of Awards available under this Plan, materially increases
the number of shares of Common Stock available for Awards under this Plan, materially expands the
classes of persons eligible for Awards under this Plan, materially extends the term of this Plan, materially
changes the method of determining the Exercise Price of Options or strike price of SARs, deletes or limits
any provisions of this Plan that prohibit the repricing of Options or SARs. Notwithstanding any provision in
this Plan to the contrary, this Plan shall not be amended or terminated in such manner that would cause this
Plan or any amounts or benefits payable hereunder to fail to comply with or be exempt from Section 409A,
and any such amendment or termination that may reasonably be expected to result in such failure shall be
of no force or effect.
14.
Assignability.
Unless otherwise determined by the Committee (or the Board, in the case of Awards to
Nonemployee Directors) and provided in the Award Agreement, no Award may be assigned or otherwise
transferred except by will or the laws of descent and distribution or pursuant to a domestic relations order in
a form acceptable to the plan administrator. Any attempted assignment of an Award or any other benefit
under this Plan in violation of this paragraph 14 shall be null and void.
A-7
15.
Adjustments.
(1)
The existence of outstanding Awards shall not affect in any manner the right or power of the Company
or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the capital stock of the Company or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act
or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings
enumerated above.
(2)
In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of
a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of
Common Stock reserved under this Plan, (ii) the number of shares of Common Stock available under
this Plan for Incentive Options and Stock Awards, (iii) the number of shares of Common Stock covered
by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (iv) the
exercise or other price in respect of such Awards, (v) the Stock-Based Award Limitations, and (vi) the
appropriate Fair Market Value and other price determinations for such Awards shall each be
proportionately adjusted by the Committee to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or merger of the Company
with another corporation or entity, the adoption by the Company of any plan of exchange affecting the
Common Stock or any distribution to holders of Common Stock of securities or property (other than
normal cash dividends or dividends payable in Common Stock), the Committee shall make appropriate
adjustments to (1) the number of shares of Common Stock covered by Awards in the form of Common
Stock or units denominated in Common Stock, (2) the exercise or other price in respect of such Awards,
(3) the appropriate Fair Market Value and other price determinations for such Awards, (4) the number of
shares of Common Stock available under this Plan for Incentive Options and Stock Awards, and (5) the
Stock-Based Award Limitations to give effect to such transaction; provided that such adjustments shall
only be such as are necessary to maintain the proportionate interest of the holders of the Awards and
preserve, without exceeding, the value of such Awards.
(3)
In the event of a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee may make such adjustments to Awards or other provisions
for the disposition of Awards as it deems equitable, and shall be authorized, in its discretion, to (i)
provide for the substitution of a new Award or other arrangement (which, if applicable, may be
exercisable for such property or stock as the Committee determines) for an Award or the assumption of
the Award (and for awards not granted under this Plan), regardless of whether in a transaction to which
Section 424(a) of the Code applies, (ii) provide, prior to the transaction, for the acceleration of the
vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is
a cash merger, provide for the termination of any portion of the Award that remains unexercised at the
time of such transaction, (iii) provide for the acceleration of the vesting and exercisability of an Award
and the cancellation thereof in exchange for such payment as the Committee, in its sole discretion,
determines is a reasonable approximation of the value thereof, (iv) cancel any Awards and direct the
Company to deliver to the Participants who are the holders of such Awards cash in an amount that the
Committee shall determine in its sole discretion is equal to the Fair Market Value of such Awards as of
the date of such event, which, in the case of any Option, shall be the amount equal to the excess of the
Fair Market Value of a share as of such date over the per-share exercise price for such Option (for the
avoidance of doubt, if such Fair Market Value is less than such exercise price, the Option may be
canceled for no consideration), or (v) cancel Awards that are Options and give the Participants who are
the holders of such Awards notice and opportunity to exercise prior to such cancellation.
(4)
No adjustment authorized by this paragraph 15 shall be made in such manner that would result in this
Plan or any amounts or benefits payable hereunder to fail to comply with or be exempt from Section
409A, and any such adjustment that may reasonably be expected to result in such failure shall be of no
force or effect.
16.
Restrictions.
No Common Stock or other form of payment shall be issued or made with respect to any
Award unless the Company shall be satisfied based on the advice of its counsel that such issuance or other
payment will be in compliance with all applicable federal and state securities laws. Certificates evidencing
shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may
be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange Commission, any securities
A-8
exchange or transaction reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law. The Committee may cause a
legend or legends to be placed upon such certificates (if any) to make appropriate reference to such
restrictions.
17.
Unfunded Plan.
This Plan is unfunded. Although bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts
shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be
construed as providing for such segregation, nor shall the Company, the Board or the Committee be
deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any
liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or
rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by
this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to
be secured by any pledge or other encumbrance on any property of the Company. None of the Company,
the Board or the Committee shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.
18.
Section 409A
.
(1)
Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan
would result in the imposition of an additional tax under Section 409A, that Plan provision or Award will
be reformed to avoid imposition of the additional tax, including that any Award subject to Section 409A
held by a specified employee that is settled upon termination of employment (for reasons other than
death) shall be delayed in payment until the expiration of six months, and no action taken to comply
with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. Awards
made under this Plan are intended to comply with or be exempt from Section 409A, and ambiguous
provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No
payment, benefit or consideration shall be substituted for an Award if such action would result in the
imposition of taxes under Section 409A.
(2)
Unless the Committee provides otherwise in an Award Agreement, each Award of Restricted Stock
Units or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no
later than the 15th day of the third month after the end of the first calendar year in which the Award (or
such portion thereof) is no longer subject to a “substantial risk of forfeiture” within the meaning of
Section 409A. If the Committee determines that an Award of Restricted Stock Units or a Cash Award is
intended to be subject to Section 409A, the applicable Award Agreement shall include terms that are
designed to satisfy the requirements of Section 409A.
(3)
If the Participant is identified by the Company as a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code on the date on which the Participant has a “separation from service” (other
than due to death) within the meaning of Treasury Regulation §1.409A-1(h), any Award payable or
settled on account of a separation from service that is deferred compensation subject to Section 409A
shall be paid or settled on the earliest of (1) the first business day following the expiration of six months
from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier
date as complies with the requirements of Section 409A.
19.
Governing Law.
This Plan and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall
be governed by and construed in accordance with the laws of the State of Delaware.
20.
Right to Continued Service or Employment.
Nothing in this Plan or an Award Agreement shall interfere with
or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s
employment or other service relationship with the Company or its Subsidiaries at any time, nor confer upon
any Participant any right to continue in the capacity in which they are employed or otherwise serves the
Company or its Subsidiaries.
21.
Clawback Right.
Notwithstanding any other provisions in this Plan, any Award shall be subject to recovery
or clawback by the Company pursuant to any applicable law regulation or stock exchange listing
requirement and under any clawback policy adopted by the Company whether before or after the date of
grant of the Award.
22.
Usage.
Words used in this Plan in the singular shall include the plural and vice versa, and words of one
gender shall be construed to include the other gender and the neuter, in each case as the context requires.
A-9
23.
Headings.
The headings in this Plan are inserted for convenience of reference only and shall not affect the
meaning or interpretation of this Plan.
24.
Effectiveness.
This Plan, as approved by the Board on
February 21, 2025
, shall be effective as of the
Effective Date. This Plan shall continue in effect for a term of
ten
years commencing on the Effective Date,
unless earlier terminated by action of the Board, and no further Awards may be granted under this Plan after
the tenth anniversary of the Effective Date or, if earlier, termination by action of the Board, except as to
Awards then outstanding under this Plan. Such outstanding Awards shall remain in effect until they have
been exercised or terminated, or have expired.
Notwithstanding the foregoing, the adoption of this Plan is expressly conditioned upon the approval by the holders
of a majority of shares of Common Stock present, or represented, and entitled to vote at the Company’s
2025
annual meeting of stockholders scheduled to be held on
May 9, 2025
, or any adjournment or postponement thereof,
as the case may be. If the stockholders of the Company should fail to so approve this Plan, this Plan shall not be of
any force or effect and the Plan as in effect prior to its amendment and restatement shall continue in force and
effect.
|
OCEANEERING INTERNATIONAL, INC.
ATTN: CORPORATE SECRETARY
5875 N. SAM HOUSTON PKWY. W., SUITE 400
HOUSTON, TEXAS 77086
|
V
OTE BY INTERNET
Before The Meeting
- Go to
www.proxyvote.com
or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information
up until 11:59 P.M., Eastern Daylight Time, the day before the meeting date. Have your proxy
card in hand when you access the web site and follow the instructions to obtain your records
and to create an electronic voting instruction form. You will need to provide the 16-digit
identification number that is printed in the box below, marked by the arrow.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M., Eastern
Daylight Time, the day before the meeting date. Have your proxy card in hand when you call
and then follow the instructions. You will need to provide the 16-digit identification number
that is printed in the box below, marked by the arrow.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you
can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
V65468-Z89676
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
OCEANEERING INTERNATIONAL, INC.
|
|||||||||||||||
|
The Board of Directors recommends a vote FOR each of the nominees listed:
|
|||||||||||||||
|
1.
|
Election of Directors
|
For
|
Withhold
|
||||||||||||
|
1a.
|
Roderick A. Larson
|
0
|
0
|
||||||||||||
|
1b.
|
M. Kevin McEvoy
|
0
|
0
|
||||||||||||
|
1c.
|
Paul B. Murphy, Jr.
|
0
|
0
|
||||||||||||
|
The Board of Directors recommends a vote FOR the following proposals 2, 3 and 4:
|
For
|
Against
|
Abstain
|
||||||||||||
|
2.
|
Advisory vote on a resolution to approve the compensation of our named executive officers.
|
0
|
0
|
0
|
|||||||||||
|
3.
|
Proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for the year ending
December 31, 2025
.
|
0
|
0
|
0
|
|||||||||||
|
4.
|
Approval of the
Amended and Restated 2020 Incentive Plan
.
|
0
|
0
|
0
|
|||||||||||
|
In their discretion, the proxies referred to herein are authorized to vote upon such other business as may properly come before the
meeting or any adjournment or postponement thereof, including procedural matters and matters relating to the conduct of the meeting.
|
|||||||||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please
sign in full corporate or partnership name by authorized officer.
|
|||||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
||||||||||||
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and Annual Report are available at www.proxyvote.com.
|
|
|
V65468-Z89676
|
|
OCEANEERING INTERNATIONAL, INC.
Annual Meeting of Stockholders
May 9, 2025
at 11:00 A.M., Central Daylight Saving Time
Proxy Solicited on behalf of the Board of Directors for the
2025
Annual Meeting
|
||
|
Jennifer F. Simons
and
Alan R. Curtis
, and each of them individually, are hereby appointed as agents and proxies, with full
power of substitution and resubstitution, to vote all the shares of common stock of Oceaneering International, Inc. held of
record by the undersigned as of the close of business on
March 17, 2025
, at the Annual Meeting of Stockholders to be held at
5775 N. Sam Houston Pkwy. W., Houston, Texas 77086
on
May 9, 2025
, at
11:00 A.M. prevailing Central Time
, and at any
adjournment or postponement thereof, as indicated on the reverse side hereof.
|
||
|
The undersigned acknowledges receipt of Oceaneering’s Annual Report for the year ended
December 31, 2024
,
and the Notice of the
2025
Annual Meeting of Stockholders and related Proxy Statement.
|
||
|
This Proxy, when properly executed, will be voted as directed herein. If no direction is made, this Proxy will be
voted FOR the election of each of the director nominees named in Proposal 1 and FOR Proposals 2, 3 and 4. The
proxy holders named above also will vote in their discretion on any other matter that may properly come before the
meeting.
|
||
|
You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. The proxies
cannot vote the shares unless the proxy card is signed and returned, or voting instructions have been provided by
telephone or the Internet as described below before the Annual Meeting.
|
||
|
Voting by telephone or the Internet eliminates the need to return this proxy card. Your vote authorizes the
proxies named on the above to vote the shares to the same extent as if you had marked, signed, dated and returned
the proxy card. Before voting, you should read the proxy statement and this proxy card in their entirety. Please
follow the steps listed on the reverse side. Your vote will be confirmed and posted promptly. Thank you for voting.
|
||
|
Continued and to be signed on reverse side
|
||
|
OCEANEERING INTERNATIONAL, INC.
ATTN: CORPORATE SECRETARY
5875 N. SAM HOUSTON PKWY. W., SUITE 400
HOUSTON, TEXAS 77086
|
VOTE BY INTERNET - Go to
www.proxyvote.com
or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M., Eastern Daylight Time, the day before the cut-off date
of
May 1, 2025
. Have your voting instruction form in hand when you access the web
site and follow the instructions to obtain your records and to create an electronic voting
instruction form. You will need to provide the 16-digit identification number that is
printed in the box below, marked by the arrow.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.,
Eastern Daylight Time, the day before the cut-off date of
May 1, 2025
. Have your
voting instruction form in hand when you call and then follow the instructions. You will
need to provide the 16-digit identification number that is printed in the box below,
marked by the arrow.
VOTE BY MAIL
Mark, sign and date your voting instruction form and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V65468-Z89676
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS VOTING INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED.
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OCEANEERING INTERNATIONAL, INC.
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The Board of Directors recommends a vote FOR each of the nominees listed:
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1.
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Election of Directors
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For
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Withhold
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1a.
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Roderick A. Larson
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0
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0
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1b.
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M. Kevin McEvoy
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0
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0
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1c.
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Paul B. Murphy, Jr.
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0
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0
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The Board of Directors recommends a vote FOR the following proposals 2, 3 and 4:
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For
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Against
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Abstain
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2.
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Advisory vote on a resolution to approve the compensation of our named executive officers.
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0
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0
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0
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3.
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Proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for the year ending
December 31, 2025
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0
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0
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0
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4.
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Approval of the
Amended and Restated 2020 Incentive Plan
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0
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0
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0
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In their discretion, the Trustee referred to herein is authorized to vote upon such other business as may properly come before the meeting
or any adjournment or postponement thereof, including procedural matters and matters relating to the conduct of the meeting.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and Annual Report are available at www.proxyvote.com.
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V65468-Z89676
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OCEANEERING INTERNATIONAL, INC.
Annual Meeting of Stockholders
May 9, 2025
at 11:00 A.M., Central Daylight Saving Time
Confidential Voting Instruction Form for
2025
Annual Meeting
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The undersigned participant in the Oceaneering Retirement Investment Plan (the “Plan”) hereby directs Fidelity
Management Trust Company, a Massachusetts trust company serving as trustee for the Plan (the “Trustee”), to vote all
shares of common stock of Oceaneering International, Inc. (“Oceaneering”) held in the undersigned’s Plan account of record
by the undersigned,
as of the close of business on
March 17, 2025
, at the Annual Meeting of Stockholders to be held at
5775
N. Sam Houston Pkwy. W., Houston, Texas 77086
on
May 9, 2025
, at
11:00 A.M. prevailing Central Time
, and at any
adjournment or postponement thereof, as indicated on the reverse side hereof.
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The undersigned acknowledges receipt of Oceaneering’s Annual Report for the year ended
December 31, 2024
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and the Notice of the
2025
Annual Meeting of Stockholders and related Proxy Statement.
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This Voting Instruction Form, when properly executed and delivered to the Trustee, will provide the Trustee with
instructions to vote the shares in your Plan account as of the record date as directed herein. If your Voting
Instruction Form is not properly signed or dated or if no direction is provided, the shares in your Plan account as of
the record date will be voted in the same proportion as the shares for which the Trustee timely receives valid voting
instructions from participants in the Plan. You are encouraged to specify your choices by marking the appropriate
boxes on the reverse side.
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Providing voting instructions by telephone or the Internet eliminates the need to return this Voting Instruction
Form. Before providing your voting instructions, you should read the proxy statement and Voting Instruction Form.
Please follow the steps listed on the reverse side. Your voting instructions will be confirmed and posted promptly.
Thank you for participating.
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Continued and to be signed on reverse side
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TABLE OF CONTENTS
Notice of 2025 Annual Meeting of StockholdersSegment OverviewMessage from our Chief Executive OfficerOceaneering Core ValuesProxy Statement Summary2024 Business HighlightsNominees to the Board of DirectorsExecutive Compensation HighlightsStockholder EngagementVoting Matters and Voting RecommendationsCorporate GovernanceRole of the Board of DirectorsOur Corporate Governance FrameworkBoard IndependenceBoard and Committee StructureBusiness ResiliencyOther Corporate Governance InformationDirectorsBoard Composition and Succession PlanningBiographical Information for Nominees and Continuing DirectorsCompensation of DirectorsExecutivesMessage from the Compensation CommitteeReport of the Compensation CommitteeCompensation Discussion & AnalysisExecutive Compensation TablesProposalsProposal 1: Election of Class III DirectorsProposal 2: Advisory Vote to Approve Executive CompensationProposal 3: Ratification of Appointment of Independent AuditorsReport of the Audit CommitteeProposal 4: Approval of the 2020 Incentive Plan as Amended and RestatedOther InformationForward-Looking StatementsReconciliations of Non-GAAP to GAAP Financial InformationSecurity Ownership of Management and Certain Beneficial OwnersEquity Compensation Plan InformationGeneral Information