Oceaneering International Inc.
04/02/2026 | Press release | Distributed by Public on 04/02/2026 04:54
Proxy Statement (Form DEF 14A)
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
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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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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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2026 Cover Art
Notice of 2026Annual Meeting of Stockholders
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Date and Time:
Friday, May 15, 2026
8:30 A.M. 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 23, 2026
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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 IDirectors: William B. Berry,
Reema Poddar, and Jon Erik Reinhardsen
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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, 2026
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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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April 2, 2026
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday,
May 15, 2026: The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge
at www.proxydocs.com/OIIand at investors.oceaneering.com.
Segment Overview
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Subsea Robotics (SSR) includes 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 services and products, including
engineering and related manufacturing, principally for the U.S. Department of Defense and
for government and commercial space customers.
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Message from our Chief
Executive Officer
To our stockholders,
At Oceaneering, executionand accountability are central to
how we earn and maintain the trust and confidence of all our
stakeholders. These responsibilities are reflected in the day-
to-day decisions made by our global team of Oceaneers as
they work to do the right things, the right way, for the people
and communities that depend on us.
We are deliberate in the commitments we make and
disciplined in how we deliver on them. The same high
standards we hold ourselves to at our job sites around the
world guide the decisions we make on your behalf as
stockholders.This approach shapes our strategy, our capital
allocation priorities, and the investments we make to support
long-term performance.
You can see that discipline in the actions we have taken to
position Oceaneering for growth. We expanded our role as a
prime contractor on major U.S. government programs within our defense business. We also extended our
established inspection and visualization capabilities into subsea and offshore applications through our acquisition
of Global Design Innovation Ltd. (GDi). And because much of our work takes place in harsh environments where
discipline and accountability are essential, I am especially proud of our team'ssafety performance, including a
record-low safety incident rateof 0.22in 2025.
On behalf of our Board of Directors, our leadership team, and all Oceaneers around the world, thank you for your
continued trust and confidence. I encourage you to review the proxy materials, and I look forward to speaking with
you at our 2026Annual Meeting of Stockholders.
Regards,
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Roderick A. Larson
President and Chief Executive Officer
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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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Outperform Expectations
We perform with excellence to serve our
customers and each other.
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Solve Complex Problems
We provide products and services that
work through listening, experience, and
curiosity.
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Own the Challenge
We hold ourselves accountable for the
promises we make and work we do.
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Grow Together
We collaborate, respect, and support
each other so we can reach our full
potential.
Table of Contents
Table of Contents
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Proxy Statement Summary
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1
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2025 Business Highlights
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2
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Nominees to the Board of Directors
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4
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Executive Compensation Highlights
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5
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Voting Matters and Voting Recommendations
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6
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Corporate Governance
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7
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Role of the Board of Directors
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8
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Our Corporate Governance Framework
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9
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Board Independence
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10
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Board and Committee Structure
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11
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Business Resiliency
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14
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Other Corporate Governance Information
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15
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Directors
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17
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Board Composition and Succession Planning
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18
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Biographical Information for Nominees and Continuing Directors
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20
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Compensation of Directors
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30
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Executives
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31
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Message from the Compensation Committee
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32
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Report of the Compensation Committee
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32
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Compensation Discussion & Analysis
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33
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Executive Compensation Tables
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46
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Proposals
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59
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Proposal 1: Election of Class I Directors
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60
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Proposal 2: Advisory Vote to Approve Executive Compensation
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61
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Proposal 3: Ratification of Appointment of Independent Auditors
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62
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Report of the Audit Committee
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64
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Other Information
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65
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Forward-Looking Statements
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66
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Reconciliations of Non-GAAP to GAAP Financial Information
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66
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Security Ownership of Management and Certain Beneficial Owners
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67
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Equity Compensation Plan Information
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69
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General Information
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70
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1
Table of Contents
Proxy Statement Summary
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2025Business Highlights
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2
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Nominees to the Board of Directors
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4
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Executive Compensation Highlights
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5
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Voting Matters and Voting Recommendations
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6
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2
Table of Contents
2025Business 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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$2.8 billionconsolidated
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$305 million
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$354 million
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$401 million
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5%year-over-year
increase
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24%year-over-year
increase
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140%year-over-year
increase
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16%year-over-year
increase
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Growth in fourof five
operating segments
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Growth in all operating
segments
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Stockholder Value
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Share Repurchase Program
Share Price Performance
Repurchased 1.8 million
shares, returning approximately
$40 millionto stockholders.
Share price achieved an 8%
CAGR over a six-year
period, closing at $24.03on
December 31, 2025.
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 EBITDA and Adjusted EBITDA tables. These tables are included under "Other Information-
Reconciliations of Non-GAAP to GAAP Financial Information" below.
3
Table of Contents
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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 largest
initial value in Oceaneering history
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Advancing digital adoption to
maximize workforce impact
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99% ROV uptime
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Subsea launch of technology
acquired with Global Design
Innovation Ltd. (GDi)
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16% reduction in voluntary attrition
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99% uptime in seven of last ten
years
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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 7% improvement in average ROV revenue per day utilized.
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Manufactured Products (MP)
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MP achieved its highest levels of revenue and operating income since 2020, when we combined our
energy and non-energy products into the same segment. Our year-end backlog of $511 million provides
visibility into future activity levels and profitability.
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Offshore Projects Group (OPG)
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OPG reported 30% year-over-year operating income improvement. We were awarded several multi-year
international contracts that will continue into 2026.
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Integrity Management and Digital Solutions (IMDS)
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IMDS continued to scale Global Design Innovation Ltd. (GDi) services, further differentiating our
engineering and visualization capabilities. IMDS also launched its VisionTMplatform in subsea
environments, enabling engineering-grade 3D visualization of subsea assets.
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Aerospace & Defense Technologies (ADTech)
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ADTech won the largest initial contract award in Oceaneering's history from the U.S. Department of
Defense to design, build, test, and deliver a marine mobility system.
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Stockholder Engagement
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We regularly engage with stockholders on significant issues, including our business strategy and
execution, corporate governance, executive compensation, sustainability reporting, and capital allocation.
Our Board and our leadership team consider feedback from stockholders and other stakeholders as we
review our practices and disclosures.
Throughout the year, we engage with stockholders on our business strategy and execution in a variety of
settings. In 2025, we:
•Attended 13 conferences; and
•Conducted virtual and in-person meetings with approximately 100 institutional investors.
Additionally, our quarterly earnings calls provide stockholders with the opportunity to hear about our
financial results and engage with management.
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4
Table of Contents
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 eight out of our ten board members have never been employed by
the Company. Our Class I Directors are standing for election this year.
Wedo not set term limits or a mandatory retirement age for our directors. As stated in our Corporate Governance
Guidelines, the Board feels that directors who have served on the Board for an extended period of time are able to
provide valuable insight into the operations and future of Oceaneering International, Inc. ("Oceaneering") based on
that experience and service. In addition, certain requirements relating to government contracting exist that may be
negatively impacted by implementing term limits or retirement age requirements. As an alternative, our Board
believes that its evaluation, succession planning, and refreshment processes support the continued effectiveness of
the Board and each of its directors.
Average Age
65
Average Tenure
8years
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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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William B. Berry
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73
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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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58
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Y
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I
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2024
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Board, Audit, NCGS
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Jon Erik Reinhardsen
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69
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Y
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I
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2016
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Board, Comp, NCGS (C)
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Karen H. Beachy
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55
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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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61
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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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74
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Y
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II
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2015
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Board, NCGS
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Roger W. Jenkins
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64
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Y
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III
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2026
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Board, Comp(1)
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Roderick A. Larson
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59
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III
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2017
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Board
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M. Kevin McEvoy
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75
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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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Paul B. Murphy, Jr.
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66
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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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(1) Mr. Jenkins was appointed to the Board effective January 1, 2026and to the Compensation Committee effective April 1, 2026.
Please see "Directors" below for our directors' biographies and summary of qualifications and characteristics.
5
Table of Contents
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. As discussed in the Compensation
Discussion & Analysis, the Compensation Committee has recently further enhanced our compensation program to
increase stockholder alignment.
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Approval of Say-On-Pay Vote
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2025
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2024
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2023
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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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Provide single-trigger severance benefits upon a
change-in-control
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Utilize short- and long-term incentives/measures
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Pay above Target for Relative TSR if Oceaneering's
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 programand the 2025compensation of our named executive
officers, please see "Compensation Discussion & Analysis" below.
6
Table of Contents
VotingMatters and Voting Recommendations
Items of Business and Board Voting Recommendation:
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1
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Election of Class IDirectors: William B. Berry,
Reema Poddar, and Jon Erik Reinhardsen
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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, 2026
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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.
7
Table of Contents
Corporate Governance
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Role of the Board of Directors
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8
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Our Corporate Governance Framework
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9
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Board Independence
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10
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Board and Committee Structure
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11
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Business Resiliency
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14
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Other Corporate Governance Information
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15
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8
Table of Contents
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 and
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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9
Table of Contents
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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10
Table of Contents
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.
11
Table of Contents
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 ensure 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
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8meetings during 2025
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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, 2025, please see "Report of the
Audit Committee" below.
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12
Table of Contents
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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 Chief Executive Officer, Senior Vice Presidents,
and Chief Accounting Officer, 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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William B. Berry
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Jon Erik Reinhardsen
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Roger W. Jenkins (1)
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4meetings during 2025
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Other Important Items:
|
||
|
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 2025.
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, 2025, please see
"Report of the Compensation Committee" below.
|
||
(1) Mr. Jenkins was appointed to the CompensationCommittee effective April 1, 2026.
13
Table of Contents
|
Nominating, Corporate Governance & Sustainability Committee
|
||
|
Jon Erik Reinhardsen (Chair) (1)
|
Primary Responsibilities:
|
|
|
Paul B. Murphy, Jr.
|
•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 the Board and its committees;
•Review succession planning with respect to our Chief Executive Officer, other
executive officers, and the Board;
•Advise the Board regarding corporate responsibility;
•Monitor emerging issues potentially affecting the Company's 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
|
||
|
Steven A. Webster
|
||
|
4meetings during 2025
|
||
|
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.
|
||
(1) Mr. Reinhardsenwas appointed Chair of the Nominating, Corporate Governance & Sustainability Committee effective April 1, 2026.
14
Table of Contents
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.
We expect a long-term need for oil and gas exploration and development due to:
•continuing growth of populations and economies in developing countries;
•increasing demand for energy to support data centers and other emerging technological needs;
•shortage of other sources of affordable, reliable, scalable, and efficient energy; and
•rising worldwide demand for myriad products made with petrochemicals.
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 assessmentof 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 in the Corporate 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.
15
Table of Contents
Other Corporate Governance Information
Board Meetings and Attendance
During 2025, our Board held fivemeetings of the full Board and 16 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 2025, 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 ourdirectors attended our
Annual Meeting. In 2025, the nonemployee directors met in regularly scheduled executive sessions without
management present, and similar sessions are scheduled for 2026. 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 (as defined below), 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 2025and
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 2025of approximately $266,000. Mr. Lazar's compensation was established by the
Company in accordance with our compensation practices applicable to employees with comparable qualifications
and responsibilities and holding similar positions and is commensurate with that of his peers in our compensation
framework.
16
Table of Contents
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.
17
Table of Contents
Directors
|
Board Composition and Succession Planning
|
18
|
|||
|
Biographical Information for Nominees and Continuing Directors
|
20
|
|||
|
Compensation of Directors
|
30
|
|||
Please see "Proposal 1: Election of Class IDirectors" below for more information regarding our nominees for
director.
18
Table of Contents
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 Nominating, 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, in 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 rangesfrom zeroto 15years, with an average tenure of eightyears.
19
Table of Contents
Board Skills and Experience Matrix
|
Skills and Qualifications
|
McEvoy
|
Beachy
|
Berry
|
Goodwin
|
Jenkins
|
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
|
•
|
•
|
•
|
20
Table of Contents
Biographical Information for Nominees and Continuing Directors
The following biographical disclosures are provided both for the nominees for election as Class Idirectors, Mr.
William B. Berry, Ms. Reema Poddarand Mr. Jon Erik Reinhardsen, as well as the continuing directors of
Oceaneering (ages are as of May 15, 2026).
|
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 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: 73
|
||
|
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
(2024 -2026)
|
21
Table of Contents
|
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 emerging technologies. Her 30-year career includes executive and
board roles for public, private, and start-up companies where she demonstrated expertise
in enterprise risk management and held oversight responsibility for the full product
innovation lifecycle from concept development to delivery, including her service as the
first independent director for MeridianLink from 2021 through its acquisition in October
2025.
Select Skills
•Technology, AI, Robotics, & Cybersecurity- Ms. Poddar has extensive
experience driving innovation in technology-focused companies. At Philips, 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 diagnostic 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) - an enterprise software company that builds
connected, multi-cloud data platforms for enterprise analytics, AI, and data warehousing
•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
•Various leadership roles (2001 - 2016)
|
||
|
Committee Membership:
•Audit
•Nominating, Corporate
Governance & Sustainability
Director Since: February 2024
Age: 58
|
||
|
Education:
•MS 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
Other Notable Boards /
Affiliations:
•MeridianLink Inc. (2021 -
2025)
•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)
|
22
Table of Contents
|
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 (as defined below), 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
•Group EVP (operated from Houston) (2002 - 2005)
•Various positions of increasing leadership (1983 - 2002)
|
||
|
Committee Membership:
•Compensation
•Nominating, Corporate
Governance & Sustainability
(Chair)
Director Since: October 2016
Age: 69
|
||
|
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)
|
23
Table of Contents
|
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, Ms.
Beachy 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: 55
|
||
|
Education:
•BS in Political Science and
MS in Marketing, Purdue
University
Current Public Company
Boards:
•Pangaea Logistics
Solutions Ltd.(NASDAQ:
PANL) (since 2022)
|
24
Table of Contents
|
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: 61
|
||
|
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
|
25
Table of Contents
|
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
Director Since: March 2015
Age: 74
|
||
|
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)
|
26
Table of Contents
|
Roger W. Jenkins
Independent Director, Class III
|
||
|
Key Qualifications
Mr. Jenkins has more than four decades of operational, strategic, and risk
management leadership in the global energy industry. His experience includes
executive oversight of offshore and deepwater operations, capital-intensive asset
portfolios, and highly regulated international businesses. Having led a large public
company through multiple commodity and economic cycles, Mr. Jenkins provides
the Board with a valuable perspective on safety, operational excellence, disciplined
capital allocation, and enterprise risk management in a dynamic industry.
Select Skills
•Maritime, Offshore & Admiralty- As President and Chief Executive Officer of
Murphy Oil Corporation, Mr. Jenkins was responsible for global offshore and
onshore operations, with a strong focus on safety performance, operational
reliability, and compliance across complex environments.
•Corporate Development & Strategy - Mr. Jenkins led long-term strategic
planning, portfolio optimization, and capital investment decisions, including the
development of major offshore projects such as the Kikeh Field offshore
Malaysia and expansion in the U.S. Gulf during his time at Murphy Oil
Corporation.
•Risk Management - Through his service on the boards of public companies in
both the energy and financial services sectors, including his current role on the
Risk and Technology Committees of the Board of Directors of Regions Financial
Corporation, Mr. Jenkins has developed deep expertise in enterprise risk
management, financial oversight, and corporate governance.
Professional Highlights
Murphy Oil Corporation
•President, Chief Executive Officer, and Board of Directors (2013 - 2024)
•Chief Operating Officer (2012 - 2013)
•President, Exploration & Production (2009 - 2013)
•Various leadership roles (2001 - 2009)
Texaco Inc.
•Various Engineering and Operational Leadership Roles (1984 - 2001)
|
||
|
Committee Membership:
•Compensation
Director Since: January 2026
Age: 64
|
||
|
Education:
•BS, Petroleum Engineering,
Louisiana State University
•MBA, A. B. Freeman School of
Business, Tulane University
Current Public Company
Boards:
•Regions Financial Corporation
and Regions Bank (NYSE: RF)
(since 2025)
Other Notable Boards /
Affiliations:
•Murphy Oil Corporation, (NYSE:
MUR) Board of Directors (2013 -
2024)
•Noble Corporation, (NYSE: NE)
Director (2018 - 2020)
•American Petroleum Institute,
Director (2013 - 2024)
•Louisiana State University
Foundation, Board of Directors
(2016 - present, Chair 2022 -
2024)
|
27
Table of Contents
|
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: 59
|
||
|
Education:
•BS in Electrical
Engineering, North Dakota
State University
•MBA, Jones Graduate
School of Business, Rice
University
Current Public Company
Boards:
•NPK 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)
|
||
28
Table of Contents
|
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: 75
|
||
|
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)
|
29
Table of Contents
|
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. He continued to
work with energy companies during his tenure at Cadence Bank.
•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
•Executive Vice Chairman (2021 - 2023)
•Chairman & CEO (2011 - 2021)
•CEO (2010 - 2011)
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: 66
|
||
|
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
Reserve Bank of Dallas, Director
(2009 - 2016)
|
30
Table of Contents
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 2025, the Board approved annual cash retainers for our nonemployee directors, payable in quarterly
installments, of $132,000for the Chair and $97,000for each of our other nonemployee directors. For 2025, the
Board also approved additional annual cash retainers, payable in quarterly installments, of (i) $30,000to the chair
and $10,000to each member of the Audit Committee, (ii) $20,000to the chair and $10,000to each member of the
Compensation Committee and (iii) $10,000to the chair and $5,000to 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 2025, besides payment of annual retainers, nonemployee directors are reimbursed for their travel and other
expenses involved in attendance at Board and committee meetings and activities, including certain continuing
education expenses.
In 2025, our nonemployee directors were awarded shares of restricted stock under our Incentive Plan (as defined
below) with a target value of $250,000for Mr. McEvoy and $170,000for the other nonemployee directors. Based on
the share price used to size the awards, Mr. McEvoyreceived 14,245shares, and each of our other nonemployee
directors received 9,687shares. The awards were subject to (1) possible earlier vesting on a change of control or
the termination of the director's service due to death, and (2) such other terms as were set forth in the award
agreements with the respective directors. For information about stock ownership guidelines for nonemployee
directors, see "Compensation Discussion & Analysis- Stock Ownership Guidelines."
Director Compensation Table
The table below summarizes the compensation of our nonemployee directors for the year ended December 31,
2025. Director Roger W. Jenkinsis omitted, as he was elected to the Board in 2026.
|
Name
|
Fees Earned
or Paid in
Cash ($)(1)
|
Stock
Awards
($)(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||
|
M. Kevin McEvoy
|
132,000
|
271,510
|
-
|
-
|
403,510
|
|||||
|
Karen H. Beachy
|
117,000
|
184,634
|
-
|
-
|
301,634
|
|||||
|
William B. Berry
|
107,000
|
184,634
|
-
|
-
|
291,634
|
|||||
|
Deanna L. Goodwin
|
127,000
|
184,634
|
-
|
-
|
311,634
|
|||||
|
Paul B. Murphy, Jr.
|
132,000
|
184,634
|
-
|
-
|
316,634
|
|||||
|
Reema Poddar
|
109,500
|
184,634
|
-
|
-
|
294,134
|
|||||
|
Jon Erik Reinhardsen
|
112,000
|
184,634
|
-
|
-
|
296,634
|
|||||
|
Steven A. Webster
|
107,000
|
184,634
|
-
|
-
|
291,634
|
(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 2025,
computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11- Employee Benefit Plans
to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The
aggregate number of restricted shares outstanding as of December 31, 2025, was 14,245for Mr. McEvoy and 9,687for each of our
other nonemployee directors.
31
Table of Contents
Executives
|
Message from the Compensation Committee
|
32
|
|||
|
Report of the Compensation Committee
|
32
|
|||
|
Compensation Discussion & Analysis(CD&A)
|
33
|
|||
|
Executive Compensation Tables
|
46
|
|||
Please see "Proposal 2: Advisory Vote to Approve Executive Compensation" below for more information regarding
our Say-on-Pay vote.
32
Table of Contents
Message from the Compensation Committee
Dear fellow stockholders,
On behalf of the 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 the Compensation Committee maintains alignment among our
leaders, workforce, and stockholders.
The Compensation Committee's work oversees the development of a 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 culturecontinues 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 2025, compared to the prior year, all five operating
segments increased EBITDA, fourof five operating segments improved revenue, consolidated revenue increased
5%to $2.8 billion, consolidated operating income improved by 24%to $305 million, net income improved by 140%
to $354 million, consolidated adjusted EBITDA (non-GAAP) increased by 16%to $401 million, we grew the
company through organic capital investment, we returned value to stockholders through our stock repurchase
program, and we ended the year with healthy cash on hand and liquidity.More information regarding our
performance in 2025can be found under"Compensation Discussion & Analysis" below.
The Compensation Committee continues to promote greater alignment between management and Oceaneering's
stockholders and to ensure that we design compensation programs that will attract and retain top executive talent.
To that end, we made several important enhancements which are more fully described in the CD&A:
•Beginning with the 2026 long-term incentive awards, we:
◦Introduced stock-denominated, stock-settled performance stock units (PSUs) in place of the prior cash-
denominated, cash-settled long-term performance awards to strengthen alignment between executive
pay outcomes and stockholder value creation;
◦Adopted three-year ratable vesting for time-based RSU awards to better reflect competitive market
practice and support ongoing retention objectives.
•We approved an amendment and restatement of a legacy change-in-control agreement with Mr. Larson to
introduce certain restrictive covenants and waiver and release obligations.
•We approved an amendment to the Change of Control Plan and introduced a non-change of control
severance plan for certain executive officers to align with market practice.
Finally, we appreciate the high level of support you have given to our executive compensation. You supported the
executive compensation programs at a level of 94%in 2024 and 91%in 2025. This year, we have continued to
streamline our compensation-related disclosures to explain our compensation philosophy and the results of the
executive compensation programs. We ask that you vote FOR our proposal related to executive compensation, and
we thank 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(1)
|
|
|
Deanna L. Goodwin, Chair
|
|
|
Karen H. Beachy
|
|
|
William B. Berry
|
|
|
Jon Erik Reinhardsen
|
(1)Mr. Jenkins was appointed to the Compensation Committee effective April 1, 2026, and, as such, did not have the opportunity to
participate in the activities described in the Compensation Committee Report that were conducted by the committee prior to his
appointment. As a result, and as permitted under the SEC rules, Mr. Jenkins did not sign the Compensation Committee Report.
33
Table of Contents
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 2025. We refer to these individuals in this Proxy Statement as the "Named Executive
Officers."
|
Named Executive Officers
|
||
|
Name
|
Title
|
|
|
Roderick A. Larson
|
President and Chief Executive Officer
|
|
|
Alan R. Curtis
|
Senior Vice President and Chief Financial Officer
|
|
|
Benjamin M. Laura
|
Senior Vice President and Chief Operating Officer
|
|
|
Jennifer F. Simons
|
Senior Vice President, Chief Legal Officer and Secretary
|
|
|
Martin J. McDonald
|
Senior Vice President, Subsea Robotics
|
|
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.
Beginning with the 2026 long-term incentive awards, the Compensation Committee approved several program
enhancements to further align executive compensation with stockholder interests and market practice:
•Introduced stock-denominated, stock-settled performance stock units (PSUs) in place of the prior cash-
denominated, cash-settled long-term performance awards to strengthen alignment between executive pay
outcomes and stockholder value creation; and
•Adopted three-year ratable vesting for time-based RSU awards to better reflect competitive market practice
and support ongoing retention objectives.
Compensation Philosophyand Objectives
Our executive compensation program is designed to attract and retain key executives, motivate them to achieve
short- 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.
|
|
Our compensation
programs encourage
our leaders to make
decisions aligned with
stockholder value.
|
•87%of CEO's total target 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.
|
34
Table of Contents
For more information, please see our Compensation and Governance Best Practices Table under "- Our Corporate
Governance Framework" above.
We believe that our compensation philosophy motivates our executives to pursue objectives that benefit our
stockholders. Our continuedfocus in 2025on growth and delivering on our strategic plan enabled us to:
•achieve aTotal Recordable Incident Rate (TRIR)of 0.22, the lowest in company history, by maintaining a
strong emphasis on health and safety, particularly on life-saving rules, high-hazard tasks, and engineered
solutions;
•build momentum as a prime contractor on U.S. government programs following the largest initial contract
award in our history to ADTech;
•improve Adjusted EBITDA for the seventh consecutive year;
•generate positive Free Cash Flow of $208 millionand improve the Company's cash position and liquidity while
executing on approximately $40 millionof share repurchases to return value to our stockholders; and
•generate positive TSR(as defined below under "- Executive Compensation Components - Long-Term
Incentive Compensation- 2023-2025Performance Units") of 64%over a three-year time period.
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 "Board and Committee Structure- Compensation Committee"
above.
Impact of 2025Say-on-Pay Vote on Executive Compensation
In approving the 2026compensation of the Named Executive Officers, the Committee reviewed the vote on the say-
on-pay proposal at the 2025Annual Meeting of Stockholders. Approximately 91%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 stockholdersat the 2023Annual 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.
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Table of Contents
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 "Board
and Committee Structure- Compensation Committee" above, for the current compensation cycle, the Committee
continued to retain Meridianas 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, termination
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 Meridiansince 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
Consultantand 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 2025, 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.
36
Table of Contents
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 2025
compensation of the Named Executive Officers.
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.
The table below sets forth the companies (besides Oceaneering) comprising the Compensation Peer Group, for
purposes of determining the 2025compensation 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. (1)
|
Helmerich & Payne, Inc.
|
Transocean Ltd.
|
||
|
Expro Group Holdings N.V.
|
Noble Corporation
|
Weatherford International plc
|
(1)Dril-Quip, Inc. was included in the Compensation Peer Group at the time it was approved and used for determining 2025
compensation; the company subsequently merged with Innovex Downhole Solutions, Inc. and the combined company assumed the
name of Innovex International, Inc.
As of October 31, 2024, 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 2025, 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 31, 2024 when the analysis of the
Compensation Survey Data was completed, Oceaneering was positioned slightly above 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 2024and first quarter of 2025
to assist with the establishment of 2025compensation. 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.
37
Table of Contents
Executive Compensation Components
|
For 2025, 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 2025, 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 87%for Mr. Larson, our Chief Executive Officer,
and between 68%and 80%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
|
|
38
Table of Contents
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 and, for 2025, took into account Mr. Laura's promotion to Senior Vice President and Chief Operating
Officer, effective January 1, 2025. In light of the above considerations, in February 2025, the Committee approved
salary increases, effective January 1, 2025, as follows:
|
Name
|
2024Base Salary
|
2025Base Salary
|
Percentage Increase
|
|||
|
Roderick A. Larson
|
$840,000
|
$910,000
|
8%
|
|||
|
Alan R. Curtis
|
$466,199
|
$503,500
|
8%
|
|||
|
Benjamin M. Laura
|
$394,748
|
$472,600
|
20%
|
|||
|
Jennifer F. Simons
|
$420,000
|
$453,600
|
8%
|
|||
|
Martin J. McDonald
|
$386,168
|
$405,500
|
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 2025, the Committee approved the Annual Cash Bonus Program for 2025. For each Named Executive
Officer, the bonus opportunity was measured by 2025 Adjusted EBITDA(as defined below), 2025 Free Cash Flow
(as defined below), and safety and environmental goals for calendar year 2025, 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 ("2025 Adjusted EBITDA").
|
||
|
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) ("2025 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 2025base 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 2025, the plan
amount for our 2025 Adjusted EBITDAwas $405 millionand for our 2025 Free Cash Flowwas $120 million, which
reflected our forecast assumptions of expected demand and stable-to-improving pricing for our services and
products, the timing of cash payments related to certain projects and the achievement of operational and cost
improvements in 2025. The target bonus opportunity was payable upon achievement of our plan amount.
39
Table of Contents
The executive officers in the Annual Cash Bonus Program for 2025and their respective target awards, each as a
percentage of base salary, included:
|
Name
|
Target Bonus Award (as
a Percentage of Base
Salary)
|
|
|
Roderick A. Larson
|
125%
|
|
|
Alan R. Curtis
|
90%
|
|
|
Benjamin M. Laura
|
75%
|
|
|
Jennifer F. Simons
|
75%
|
|
|
Martin J. McDonald
|
70%
|
In 2025, the Annual Cash Bonus Program participation levels for most of our Named Executive Officers, in each
case as a percentage of base salary, were unchanged from 2024, except for Mr. Curtis, whose participation level
increased from 80%to 90%effective January 1, 2025, to more closely align his target bonus opportunity with the
market.
The table below notes the percentages of the Adjusted EBITDAand Free Cash Flowcomponents of a Named
Executive Officer's target award payable under the Annual Cash Bonus Program for the percentages of target 2025
Adjusted EBITDAand 2025 Free Cash Flowachieved, with interpolation between the performance levels shown.
The Committee has the discretion to award an amount other than that calculated but did not exercise such
discretion this year.
|
Performance
Level
|
2025 Adjusted
EBITDA ($)
|
2025 Free Cash
Flow ($)
|
% of 2025
Adjusted
EBITDA Target
|
% of 2025 Free
Cash Flow
Target
|
% of Target
Payout
|
|||||
|
Gate
|
$255,000,000
|
-
|
63%
|
-%
|
-%
|
|||||
|
Threshold
|
$265,000,000
|
$75,000,000
|
65%
|
63%
|
25%
|
|||||
|
Target (Plan)
|
$405,000,000
|
$120,000,000
|
100%
|
100%
|
100%
|
|||||
|
Maximum
|
$465,000,000
|
$156,000,000
|
115%
|
130%
|
200%
|
In addition, assuming attainment of 2025 Adjusted EBITDAat 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 payout of 100% of the environmental goal target payout for such attainment.
In February 2026, 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 2025as follows, reflecting the
attainment of $398.1 millionof 2025 Adjusted EBITDA(which amount is equal to Adjusted EBITDA of $401.5 million,
further adjusted by the Committee for purposes of the Annual Cash Bonus Program by $(3.3) millionfor the gain on
the sale of assets), or 98%of the target, and $207.8 millionof 2025 Free Cash Flow, or 173%of the target:
|
2025 Annual Cash
Bonus Program
|
% of 2025
Adjusted
EBITDA Target
|
% of 2025 Free
Cash Flow
Target
|
% of 2025
Safety
Target
|
% of 2025
Environmental
Target
|
% of 2025
Overall
Target
|
||||||
|
Performance
|
98%
|
173%
|
110%
|
100%
|
-
|
||||||
|
Payout
|
96%
|
200%
|
110%
|
100%
|
124%
|
Long-Term Incentive Compensation
Each year from 2006 to 2025, the Committee used annual long-term incentive 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. For a summary of the changes to the annual long-term incentive awards approved by the Committee in
February 2026, see below under "2026 Annual Long-Term Incentive Awards".
The Committee established the following objectives for our long-term incentive program:
•deliver competitive economic value;
•manage annual share utilization;
40
Table of Contents
•preserve the alignment of the executives' financial and shareholding interests 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-halfof executives' long-term incentive awards at target be
performance-based.
As in prior years, the 2025restricted 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 $100per performance unit for achievement of performance
goals at target level, the performance unit awards for 2025comprised 50%of the estimated grant-date total value of
the 2025long-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 2025, the Committee approved increases to long-term incentive participation
rates effective January 1, 2025from 500%to 516%for Mr. Larson, from 150% to 200%for Mr. Laura,and from
175%to 200%for Ms. Simons. 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 2025, were the result of increased base salaries for
2025. The table below shows 2025target 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
|
516%
|
$4,700,000
|
$2,350,000
|
91,797
|
$2,350,000
|
|||||
|
Alan R. Curtis
|
300%
|
$1,510,500
|
$755,250
|
29,502
|
$755,250
|
|||||
|
Benjamin M. Laura
|
200%
|
$945,200
|
$472,600
|
18,461
|
$472,600
|
|||||
|
Jennifer F. Simons
|
200%
|
$907,200
|
$453,600
|
17,719
|
$453,600
|
|||||
|
Martin J. McDonald
|
145%
|
$587,975
|
$293,988
|
11,484
|
$293,987
|
(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.
Since 2006, the Committee has not used annual awards of stock options as an element of employee compensation
for our executive officers and other employees. Accordingly, no stock options or stock appreciation rights were
awarded in 2025. 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 timed, the release of material nonpublic information
based on stock option grant dates or for the purpose of affecting the value of executive compensationand (iii) we do
not take, and have not taken, material nonpublic information into account when determining the timingand terms of
stock options. As stock 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 2025.
2025Restricted Stock Units
Each restricted stock unit awarded in February 2025represents 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
41
Table of Contents
the "Summary Compensation Table" and "Grant Date Fair Value of Stock Awards" column of the "Grants of Plan-
Based Awards" table below.
2025-2027Performance Units
Each performance unit awarded in February 2025is 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 2025are based on (1) Cumulative
Adjusted EBITDA(which is the sum of Adjusted EBITDA (as defined for purposes of our 2025Annual 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, 2025, through December 31, 2027(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 EBITDAduring the three-year Performance Period was selected because it was threetimes
the 2025 Adjusted EBITDAthen expected to be achieved. The amounts of Cumulative Adjusted EBITDAand
Relative TSRover 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%
|
$972 million
|
$1,215 million
|
$1,823 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 $100and 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 TSRfor the
Performance Period is negative, then the amount attributable to Relative TSRmay 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).
2023-2025Performance Units
The Committee used Cumulative Adjusted EBITDAand Relative TSRas performance measures for the three-year
performance units awarded in 2023, which had a performance period beginning on January 1, 2023, and ending on
December 31, 2025. The threshold, target, and maximum achievement levels were set as follows:
|
Cumulative Adjusted EBITDA
|
Relative TSR
|
||||||||||
|
Weight
|
70%
|
30%
|
|||||||||
|
Goal
|
Payout
|
Contribution
Value
|
Goal
|
Payout
|
Contribution
Value
|
||||||
|
Threshold
|
$684 million
|
50%
|
$35
|
30th Percentile
|
50%
|
$15
|
|||||
|
Target
|
$855 million
|
100%
|
$70
|
50th Percentile
|
100%
|
$30
|
|||||
|
Maximum
|
$1,282.5 million
|
200%
|
$140
|
Above 90th Percentile
|
200%
|
$60
|
|||||
42
Table of Contents
The payout of the 2023-2025performance 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
|
70%
|
$1,034.9 million (1)
|
142%
|
|
Relative TSR
|
30%
|
69th Percentile
(6th out of 17 peers)
|
148%
|
|
Overall Weighted Payout
|
-
|
-
|
144%
|
(1)Includes an adjustment in each year of the performance period for gains/losses on both foreign exchange and on the sale of assets.
The final value of the performance units paid to the Named Executive Officers in 2025in satisfaction of the
performance units awarded in 2023is reflected in cash payments shown in the "Non-Equity Incentive Plan
Compensation" column of the "Summary Compensation Table."
2026 Annual Long-Term Incentive Awards
In February 2026, the Committee approved grants of annual long-term incentive awards with several program
enhancements to further align executive compensation with stockholder interests and market practice:
•Stock-denominated performance stock units were awarded instead of cash-denominated performance units.
To the extent earned, performance stock units will be settled in shares of our Common Stock, rather than in
cash as has been the case for performance units awarded in prior years.
•Restricted stock unit awards will vest ratably on each of the first, second, and third anniversary of the grant
date, rather than in full on the third anniversary of the grant date. Due to this change in the vesting schedule,
the 2026 restricted stock units do not include the retirement vesting provision that was a feature of prior year
awards (as described below under "Potential Payments on Termination or Change of Control").
Perquisites
We provide executive officers with perquisites and other personal 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 2025and 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.
43
Table of Contents
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 2025. 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 percentages of base salary credited for
our Named Executive Officers in 2025were:
|
Name
|
SERP Participation (as a
Percentage of Base Salary)
|
|
|
Roderick A. Larson
|
50%
|
|
|
Alan R. Curtis
|
25%
|
|
|
Benjamin M. Laura
|
20%
|
|
|
Jennifer F. Simons
|
20%
|
|
|
Martin J. McDonald
|
20%
|
In 2025, the SERP participation levels for our Named Executive Officers, in each case as a percentage of base
salary, were consistent with those in 2024. 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
In 2025, we were party to 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.
In March 2026, the Committee approved an amendment and restatement of the Legacy CoC Agreement with Mr.
Larson and of the CoC Plan and adopted a non-change of control severance plan, which provides severance
benefits to eligible executives, including the Named Executive Officers.
The Change-of-Control Agreements as in effect in 2025, along with the amendment and restatement of the Legacy
CoC Agreement with Mr. Larson and of the CoC Plan and the non-change of control severance plan approved in
March 2026, are described in more detail in "Compensation of Executive Officers - Potential Payments on
Termination or Change of Control" below.
44
Table of Contents
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, the 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 executive 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
|
|
|
Chief Accounting Officer and 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
•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.
Oceaneering has adopted an insider trading policy governing the purchase, sale, and other dispositions 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 Report on Form 10-K.In addition, with
regard to the Company trading in its own securities, it is the 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.
45
Table of Contents
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 $1 million deductibility limit.
Compliance with Internal Revenue Code Section 409A
Section 409A of the Code can impose significant additional taxes on the recipient of "nonqualified deferred
compensation" arrangements that do not meet specified requirements regarding both form and operation. Some of
the arrangements between Oceaneering and its executive officers and other employees provide, or might be
considered to provide, nonqualified deferred compensation. We seek to ensure that our compensation
arrangements are either exempt from or comply with Section 409A.
46
Table of Contents
Executive Compensation Tables
Summary Compensation Table
The following table summarizes compensation of our Chief Executive Officer; our Senior Vice President and Chief
Financial Officer, who served as our principal financial officer through December 31, 2025; and our three other most
highly paid executive officers for the year ended December 31, 2025. We refer to these persons as the Named
Executive Officers.
|
Name and Principal
Position
as of December 31, 2025
|
Year
|
Salary
($)
|
Bonus
($)(2)
|
Stock
Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
All Other
Compensation
($)(5)(6)
|
Total
($)
|
|||||||
|
Roderick A. Larson
|
2025
|
910,000
|
-
|
2,027,796
|
4,282,425
|
515,449
|
7,735,670
|
|||||||
|
President and Chief
|
2024
|
840,000
|
-
|
2,218,135
|
3,869,106
|
474,753
|
7,401,994
|
|||||||
|
Executive Officer
|
2023
|
800,000
|
-
|
1,917,631
|
4,579,303
|
456,103
|
7,753,037
|
|||||||
|
Alan R. Curtis
|
2025
|
503,500
|
-
|
651,699
|
1,536,647
|
180,102
|
2,871,948
|
|||||||
|
Senior Vice President and
|
2024
|
466,199
|
-
|
738,631
|
1,285,840
|
162,963
|
2,653,633
|
|||||||
|
Chief Financial Officer
|
2023
|
452,620
|
-
|
650,972
|
1,528,946
|
157,333
|
2,789,871
|
|||||||
|
Benjamin M. Laura
|
2025
|
472,600
|
-
|
407,803
|
844,071
|
143,359
|
1,867,833
|
|||||||
|
Senior Vice President and
|
2024
|
394,748
|
-
|
312,721
|
506,253
|
122,440
|
1,336,162
|
|||||||
|
Chief Operating Officer (1)
|
||||||||||||||
|
Jennifer F. Simons
|
2025
|
453,600
|
-
|
391,413
|
924,153
|
138,867
|
1,908,033
|
|||||||
|
Senior Vice President, Chief
|
2024
|
420,000
|
-
|
388,166
|
273,105
|
127,188
|
1,208,459
|
|||||||
|
Legal Officer and Secretary
|
2023
|
400,000
|
325,000
|
1,187,919
|
320,400
|
121,367
|
2,354,686
|
|||||||
|
Martin J. McDonald
|
2025
|
405,500
|
-
|
253,682
|
738,273
|
137,424
|
1,534,879
|
|||||||
|
Senior Vice President,
|
2024
|
386,168
|
-
|
295,716
|
662,743
|
128,067
|
1,472,694
|
|||||||
|
Subsea Robotics
|
2023
|
371,315
|
-
|
258,121
|
785,972
|
120,616
|
1,536,024
|
(1)No information is reported for Mr. Laurafor 2023, as he was not a named executive officer under the rules of the SEC for that year.
(2)No discretionary bonuses were awarded to the Named Executive Officers for the indicated years. The amount reported in this column
for Ms. Simons for 2023 represents a cash payment which, along with a portion of her initial grant of restricted stock units, was
intended to offset the forfeiture of incentive compensation with her prior employer.
(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 11 - Employee Benefit Plansto our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2025.
(4)The amounts shown for 2025are comprised of the following for each Named Executive Officer: (a) annual bonus payments made
pursuant to our Annual Cash Bonus Award Program for 2025: Mr. Larson- $1,408,225; Mr. Curtis- $561,000; Mr. Laura- $438,809;
Ms. Simons- $421,168; and Mr. McDonald - $351,406 (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 2023, having a final value of $143.71per unit, as determined by the Compensation Committee in February 2026, based on
performance for the period from January 1, 2023, through December 31, 2025, reflecting each of Cumulative Adjusted EBITDA and
Relative TSR for the three-year period between target and the maximum, resulting in a final value between target and maximum levels.
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. Laura - $256,685;
Ms. Simons - $273,105; and Mr. McDonald - $234,365 (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 $136.60per 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; Ms. Simons $320,400;
and Mr. McDonald - $277,595; and (b) cash payments made pursuant to performance units awarded in 2021, having a final value of
$162.11per 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.
(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.
47
Table of Contents
(6)The amounts shown for 2025are attributable to the following:
•Mr. Larson: (a) $455,000for our contribution to his notional SERP account; (b) $21,000for our contribution to his 401(k) plan
account; (c) $9,048for basic life insurance premium; and (d) $30,401for 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) $125,875for our contribution to his notional SERP account; (b) $21,000for our contribution to his 401(k) plan
account; (c) $8,548for basic life insurance premium; and (d) $24,679for perquisites and other personal benefits comprised of:
provision of excess liability insurance and premium for a supplemental medical insurance plan;
•Mr. Laura: (a) $94,520for our contribution to his notional SERP account; (b) $21,000for our contribution to his 401(k) plan
account; (c) $2,584for basic life insurance premium; and (d) $25,255for perquisites and other personal benefits comprised of:
provision of excess liability insurance and premium for a supplemental medical insurance plan;
•Ms. Simons: (a) $90,720for our contribution to her notional SERP account; (b) $21,000for our contribution to her 401(k) plan
account; (c) $2,468for basic life insurance premium; and (d) $24,679for perquisites and other personal benefits comprised of:
provision of excess liability insurance and premium for a supplemental medical insurance plan; and
•Mr. McDonald: (a) $81,100for our contribution to his notional SERP account; (b) $21,000for our contribution to his 401(k) plan
account; (c) $6,831for basic life insurance premium; and (d) $28,493for perquisites and other personal benefits comprised of:
provision of: excess liability insurance, premium for a supplemental medical insurance plan, and a club membership.
Grants of Plan-Based Awards
The following table provides information about the equity and non-equity awards to the Named Executive Officers
under our Incentive Plan during the year ended December 31, 2025.
|
Name
|
Award
Type
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(3)
|
Grant Date
Fair Value of
Stock Awards
(4)
|
|||||||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||||||||
|
Roderick A. Larson
|
STI
|
2/24/2025
|
(1)
|
275,844
|
1,137,500
|
2,138,500
|
||||||||
|
PU
|
2/24/2025
|
(2)
|
1,175,000
|
2,350,000
|
4,700,000
|
|||||||||
|
RSU
|
2/24/2025
|
91,797
|
$2,027,796
|
|||||||||||
|
Alan R. Curtis
|
STI
|
2/24/2025
|
(1)
|
109,889
|
453,150
|
851,922
|
||||||||
|
PU
|
2/24/2025
|
(2)
|
377,650
|
755,300
|
1,510,600
|
|||||||||
|
RSU
|
2/24/2025
|
29,502
|
$651,699
|
|||||||||||
|
Benjamin M. Laura
|
STI
|
2/24/2025
|
(1)
|
85,954
|
354,450
|
666,366
|
||||||||
|
PU
|
2/24/2025
|
(2)
|
236,300
|
472,600
|
945,200
|
|||||||||
|
RSU
|
2/24/2025
|
18,461
|
$407,803
|
|||||||||||
|
Jennifer F. Simons
|
STI
|
2/24/2025
|
(1)
|
82,499
|
340,200
|
639,576
|
||||||||
|
PU
|
2/24/2025
|
(2)
|
226,800
|
453,600
|
907,200
|
|||||||||
|
RSU
|
2/24/2025
|
17,719
|
$391,413
|
|||||||||||
|
Martin J. McDonald
|
STI
|
2/24/2025
|
(1)
|
68,834
|
283,850
|
533,638
|
||||||||
|
PU
|
2/24/2025
|
(2)
|
147,000
|
294,000
|
588,000
|
|||||||||
|
RSU
|
2/24/2025
|
11,484
|
$253,682
|
|||||||||||
(1)The amounts presented show the possible threshold, target, and maximum bonus amounts that could have been payable under our
2025Annual Cash Bonus Award Program. For a discussion of the program and related 2025results, 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 2025if 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- 2025-2027Performance Units" above.
(3)The amounts reflect the number of restricted stock units awarded to the Named Executive Officers in 2025. For a description of the
awards, see "Compensation Discussion & Analysis- Executive Compensation Components - Long-Term Incentive Compensation-
2025Restricted 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 2025. For a discussion of valuation assumptions, see Note 11- Employee Benefit Plansto our
consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For a
description of the awards, see "Compensation Discussion & Analysis- Executive Compensation Components - Long-Term Incentive
Compensation- 2025-2027Restricted Stock Units" above.
48
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the current holdings of unvestedrestricted stock units for the Named
Executive Officers as of December 31, 2025. There were no outstanding stock options held by the Named
Executive Officers in 2025.
|
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
|
289,658
|
$6,960,482
|
||
|
Alan R. Curtis
|
96,016
|
$2,307,264
|
||
|
Benjamin M. Laura
|
46,356
|
$1,113,935
|
||
|
Jennifer F. Simons
|
101,077
|
$2,428,880
|
||
|
Martin J. McDonald
|
37,987
|
$912,828
|
||
(1)Reflectsunvested restricted stock units awarded pursuant to the Restricted Stock Unit Agreements entered into with the Named
Executive Officers in 2023, 2024and 2025. For this purpose, any restricted stock units for which, as of December 31, 2025, Messrs.
Curtis and McDonald had attained Retirement Age (as definedin the applicable award agreement) but for which the shares had not yet
been delivered are considered unvested. The anticipated delivery schedules for the shares subject to these restricted stock units are
as follows:
|
Name
|
2023
Agreement(s)
(# of Units)
|
2024
Agreement(s)
(# of Units)
|
2025
Agreement(s)
(# of Units)
|
Total
|
||||||
|
1/1/2026
|
2/24/2026
|
2/23/2027
|
2/24/2028
|
(# of Units)
|
||||||
|
Roderick A. Larson
|
-
|
96,899
|
100,962
|
91,797
|
289,658
|
|||||
|
Alan R. Curtis
|
-
|
32,894
|
33,620
|
29,502
|
96,016
|
|||||
|
Benjamin M. Laura
|
-
|
13,661
|
14,234
|
18,461
|
46,356
|
|||||
|
Jennifer F. Simons
|
48,733
|
16,957
|
17,668
|
17,719
|
101,077
|
|||||
|
Martin J. McDonald
|
-
|
13,043
|
13,460
|
11,484
|
37,987
|
|||||
(2)Market value of unvested restricted stock units assumes a price of $24.03per share of our Common Stock, which was the closing price
of our Common Stock, as reported by the NYSE, on Wednesday, December 31, 2025 (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
2025following vesting of restricted stock unit awards and the value realized. There were no outstanding stock
options held by the Named Executive Officers in 2025.
|
Name
|
Stock Awards
|
|||
|
Number of Shares
Acquired on Vesting
|
Value Realized on
Vesting (1)
|
|||
|
Roderick A. Larson
|
104,185
|
$2,301,447
|
||
|
Alan R. Curtis
|
33,889
|
$748,608
|
||
|
Benjamin M. Laura
|
8,788
|
$194,127
|
||
|
Jennifer F. Simons
|
-
|
$-
|
||
|
Martin J. McDonald
|
15,086
|
$333,250
|
||
(1)For each Named Executive Officer, the amounts reflect the gross value realized for shares acquired after vesting of restricted stock
units on February 25, 2025, at a price of $22.09per share, the closing price of our Common Stock, as reported by the NYSE, on the
preceding trading day. For this purpose, any restricted stock units for which Messrs. Curtis and McDonald attained Retirement Age (as
defined in the applicable award agreement) but for which the shares have not yet been delivered are treated as unvested.
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.
49
Table of Contents
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, Laura, and McDonaldare
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, 2025, 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
1.7%to 32.6%.
The following table provides information on our nonqualified deferred compensation plan. Amounts shown are
entirely attributable to our SERP.
|
Name
|
Executive
Contributions
in 2025
|
Company
Contributions
in 2025 (1)
|
Aggregate
Earnings (Losses)
in 2025 (2)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance
at 12/31/2025 (3)
|
|||||
|
Roderick A. Larson
|
$-
|
$455,000
|
$1,597,352
|
$-
|
$11,378,951
|
|||||
|
Alan R. Curtis
|
$-
|
$125,875
|
$273,885
|
$-
|
$3,693,587
|
|||||
|
Benjamin M. Laura
|
$-
|
$94,520
|
$153,676
|
$-
|
$880,430
|
|||||
|
Jennifer F. Simons
|
$-
|
$90,720
|
$39,800
|
$-
|
$312,193
|
|||||
|
Martin J. McDonald
|
$148,248
|
$81,100
|
$675,752
|
$-
|
$4,545,411
|
(1)The amounts reflect the credited contributions we made to the accounts of the Named Executive Officers in 2025. 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 2025on 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.
|
Aggregate Earnings (Losses) for the Year
|
||||||
|
Name
|
Executive
Contributions
|
Company
Contributions
|
Total
|
|||
|
Roderick A. Larson
|
$465,485
|
$1,131,867
|
$1,597,352
|
|||
|
Alan R. Curtis
|
$110,153
|
$163,732
|
$273,885
|
|||
|
Benjamin M. Laura
|
$-
|
$153,676
|
$153,676
|
|||
|
Jennifer F. Simons
|
$-
|
$39,800
|
$39,800
|
|||
|
Martin J. McDonald
|
$394,686
|
$281,066
|
$675,752
|
|||
50
Table of Contents
(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, 2025, as follows:
|
Aggregate Balance
|
||||||
|
Name
|
Executive
Contributions
|
Company
Contributions
|
Total
|
|||
|
Roderick A. Larson
|
$3,242,556
|
$8,136,395
|
$11,378,951
|
|||
|
Alan R. Curtis
|
$1,467,634
|
$2,225,953
|
$3,693,587
|
|||
|
Benjamin M. Laura
|
$-
|
$880,430
|
$880,430
|
|||
|
Jennifer F. Simons
|
$-
|
$312,193
|
$312,193
|
|||
|
Martin J. McDonald
|
$2,662,044
|
$1,883,367
|
$4,545,411
|
|||
51
Table of Contents
Pay vs. Performance
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, 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)
|
||||||||
|
2025
|
$7,735,670
|
$6,133,675
|
$2,045,673
|
$1,622,601
|
$302.26
|
$181.72
|
$353,761
|
$401,468
|
||||||||
|
2024
|
$7,401,994
|
$8,887,141
|
$1,713,329
|
$1,980,299
|
$328.05
|
$175.53
|
$147,468
|
$347,211
|
||||||||
|
2023
|
$7,753,037
|
$9,117,186
|
$2,021,658
|
$2,287,151
|
$267.67
|
$198.71
|
$97,403
|
$289,046
|
||||||||
|
2022
|
$5,754,808
|
$7,946,721
|
$1,436,391
|
$1,807,773
|
$220.00
|
$194.98
|
$25,941
|
$232,638
|
||||||||
|
2021
|
$6,516,179
|
$7,323,619
|
$1,731,592
|
$1,897,064
|
$142.26
|
$120.74
|
$(49,307)
|
$210,601
|
||||||||
(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) Ms. Simons and Messrs. Curtis, Laura, and McDonald in 2025; (ii) Messrs. Curtis, McDonald, Childress,
our Senior Vice President and Chief Commercial Officer, and Laura in 2024; (iii) Ms. Simons and Messrs. Curtis, McDonald and
Childress in 2023; (iv) 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; and (v) Messrs.
Curtis, Lawrence, Martin and Silva, in 2021 (collectively referred to herein as the "Other NEOs").
(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 September 2023.
|
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)
|
||||
|
2025
|
$7,735,670
|
$(2,027,796)
|
$1,902,034
|
$(1,060,535)
|
$-
|
$(415,698)
|
$6,133,675
|
|
2024
|
$7,401,994
|
$(2,218,135)
|
$2,633,089
|
$965,203
|
$-
|
$104,990
|
$8,887,141
|
|
2023
|
$7,753,037
|
$(1,917,631)
|
$2,062,011
|
$971,548
|
$-
|
$248,221
|
$9,117,186
|
|
2022
|
$5,754,808
|
$(1,473,176)
|
$1,822,196
|
$1,607,307
|
$-
|
$235,586
|
$7,946,721
|
|
2021
|
$6,516,179
|
$(1,795,488)
|
$1,720,930
|
$642,324
|
$-
|
$239,674
|
$7,323,619
|
52
Table of Contents
|
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)
|
||||
|
2025
|
$2,045,673
|
$(426,149)
|
$399,720
|
$(273,722)
|
$-
|
$(122,921)
|
$1,622,601
|
|
2024
|
$1,713,329
|
$(403,688)
|
$479,207
|
$169,860
|
$-
|
$21,591
|
$1,980,299
|
|
2023
|
$2,021,658
|
$(580,961)
|
$654,833
|
$155,230
|
$-
|
$36,391
|
$2,287,151
|
|
2022
|
$1,436,391
|
$(281,491)
|
$291,548
|
$321,197
|
$-
|
$40,128
|
$1,807,773
|
|
2021
|
$1,731,592
|
$(374,016)
|
$358,485
|
$135,092
|
$-
|
$45,911
|
$1,897,064
|
(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 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 values 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, 2020, measured over each of the periods ending on December
31, 2021, 2022, 2023, 2024, and 2025. 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 Exchange Act in
our Annual Report on Form 10-K for the year ended December 31, 2025.
(5)Adjusted EBITDAhas the meaning defined for purposes of our 2025cash bonus program and 2025performance 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.
2025Key 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 2025, calculated in accordance with the SEC's
regulations, to the Company's performance in fiscal year 2025, as such measures are defined for purposes of our
2025cash bonus program and 2025performance 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
|
|
Adjusted EBITDA
|
|
Free Cash Flow
|
|
Relative Total Shareholder Return
|
53
Table of Contents
2025 Pay vs. PerformanceGraphical Disclosure
The following charts illustrate the relationship between CAP over thefive-year period ended December 31, 2025,
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.
54
Table of Contents
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.
In 2025, our Named Executive Officers were parties to Change-of-Control Agreements (as defined in the CD&A
above): Messrs. Larson, Curtis, and McDonald were parties to Legacy CoC Agreements and Mr. Laura and Ms.
Simonswere 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. Curtis and McDonald); or (b) under the CoC Plan, one year of post-employment health insurance benefits
(in the case of Mr. Laura and Ms. Simons).
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, 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;
55
Table of Contents
•"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, 2025, and, where applicable, using the closing price of our Common
Stock of $24.03per share, which was the closing price of our Common Stock, as reported by the NYSE, on
Wednesday, December 31, 2025 (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 and 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
|
$-
|
$455,000
|
(1)
|
$-
|
$7,507,500
|
(2)
|
|||
|
Benefit Plan Participation
|
-
|
2,636
|
(1)
|
-
|
352,591
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
-
|
-
|
6,960,482
|
(4)
|
6,960,482
|
(5)
|
|||
|
Performance Units (unvested)
|
-
|
-
|
6,450,000
|
(6)
|
12,900,000
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
85,216
|
85,216
|
85,216
|
85,216
|
|||||
|
SERP (vested)
|
11,378,951
|
(8)
|
11,378,951
|
(8)
|
11,378,951
|
(8)
|
11,378,951
|
(8)
|
|
|
TOTAL
|
$11,464,167
|
$11,921,803
|
$24,874,649
|
$39,184,740
|
|||||
|
Alan R. Curtis
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$-
|
$503,500
|
(1)
|
$-
|
$1,913,300
|
(2)
|
|||
|
Benefit Plan Participation
|
-
|
2,636
|
(1)
|
-
|
197,140
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
-
|
-
|
741,926
|
(4)
|
741,926
|
(5)
|
|||
|
Performance Units (unvested)
|
-
|
-
|
736,600
|
(6)
|
1,473,200
|
(7)
|
|||
|
Restricted Stock Units (retirement eligible)
|
1,565,338
|
(9)
|
1,565,338
|
(9)
|
1,565,338
|
(9)
|
1,565,338
|
(9)
|
|
|
Performance Units (retirement eligible)
|
975,647
|
(10)
|
975,647
|
(10)
|
1,396,900
|
(6)
|
2,793,800
|
(7)
|
|
|
Accrued Vacation/Base Salary
|
65,842
|
65,842
|
65,842
|
65,842
|
|||||
|
SERP (vested)
|
3,693,587
|
(8)
|
3,693,587
|
(8)
|
3,693,587
|
(8)
|
3,693,587
|
(8)
|
|
|
TOTAL
|
$6,300,414
|
$6,806,550
|
$8,200,193
|
$12,444,133
|
|||||
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Table of Contents
|
Benjamin M. Laura
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$-
|
$236,300
|
(1)
|
$-
|
$1,685,736
|
(2)
|
|||
|
Benefit Plan Participation
|
-
|
2,636
|
(1)
|
-
|
20,611
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
-
|
-
|
1,113,935
|
(4)
|
1,113,935
|
(5)
|
|||
|
Performance Units (unvested)
|
-
|
-
|
1,050,700
|
(6)
|
1,050,700
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
69,072
|
69,072
|
69,072
|
69,072
|
|||||
|
SERP (vested)
|
880,430
|
(8)
|
880,430
|
(8)
|
880,430
|
(8)
|
880,430
|
(8)
|
|
|
TOTAL
|
$949,502
|
$1,188,438
|
$3,114,137
|
$4,820,484
|
|||||
|
Jennifer F. Simons
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$-
|
$226,800
|
(1)
|
$-
|
$1,619,236
|
(2)
|
|||
|
Benefit Plan Participation
|
-
|
2,636
|
(1)
|
-
|
20,611
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
-
|
-
|
2,428,880
|
(4)
|
2,428,880
|
(5)
|
|||
|
Performance Units (unvested)
|
-
|
-
|
1,171,100
|
(6)
|
1,171,100
|
(7)
|
|||
|
Accrued Vacation/Base Salary
|
47,737
|
47,737
|
47,737
|
47,737
|
|||||
|
SERP (vested)
|
142,155
|
(8)
|
142,155
|
(8)
|
142,155
|
(8)
|
142,155
|
(8)
|
|
|
SERP (unvested)
|
-
|
(8)
|
-
|
(8)
|
170,038
|
(8)
|
170,038
|
(8)
|
|
|
TOTAL
|
$189,892
|
$419,328
|
$3,959,910
|
$5,599,757
|
|||||
|
Martin J. McDonald
|
|||||||||
|
Payments upon
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Death and
Disability
|
Change of Control
with Termination
|
|||||
|
Severance Payments
|
$-
|
$405,500
|
(1)
|
$-
|
$1,378,700
|
(2)
|
|||
|
Benefit Plan Participation
|
-
|
2,636
|
(1)
|
-
|
186,580
|
(3)
|
|||
|
Restricted Stock Units (unvested)
|
-
|
-
|
291,796
|
(4)
|
291,796
|
(5)
|
|||
|
Performance Units (unvested)
|
-
|
-
|
289,300
|
(6)
|
578,600
|
(7)
|
|||
|
Restricted Stock Units (retirement eligible)
|
621,031
|
(9)
|
621,031
|
(9)
|
621,031
|
(9)
|
621,031
|
(9)
|
|
|
Performance Units (retirement eligible)
|
386,867
|
(10)
|
386,867
|
(10)
|
553,900
|
(6)
|
1,107,800
|
(7)
|
|
|
Accrued Vacation/Base Salary
|
43,342
|
43,342
|
43,342
|
43,342
|
|||||
|
SERP (vested)
|
4,545,411
|
(8)
|
4,545,411
|
(8)
|
4,545,411
|
(8)
|
4,545,411
|
(8)
|
|
|
TOTAL
|
$5,596,651
|
$6,004,787
|
$6,344,780
|
$8,753,260
|
|||||
(1)The amounts for each Named Executive Officer include 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 threetimes, for Mr. Larson, or twotimes, 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 Mr. Laura and Ms. Simons, 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 of 12 months, for Mr. Laura and Ms. Simons.
57
Table of Contents
(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, all of the outstanding performance units would vest (if not otherwise vested by reason of the participant's
having attained Retirement Age (as defined in the applicable award agreement)), and the final value would be equal to the target value
of $100per unit. For more information regarding performance units, please see "Compensation Discussion & Analysis- Executive
Compensation Components- Long-Term Incentive Compensation."
(7)Upon a termination following change of control, all of the outstanding performance units would vest (if not otherwise vested by reason
of the participant's having attained Retirement Age (as defined in the applicable award agreement)), and the final value of the units
would be equal to the maximum value of $200per 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,
Laura, and McDonaldwere fully vested in their respective SERP accounts. For more information on SERP amounts, please see
"- Nonqualified Deferred Compensation" above.
(9)The amount for Messrs. Curtis and 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, 2025,pursuant to their restricted stock unit agreements.
(10)The amounts shown for each of Messrs. Curtisand McDonaldreflect an amount in cash equal to the actual payout for the performance
units awarded to each of them in 2023, all of which vested prior to December 31, 2025, by reason of each of them having previously
attained Retirement Age (as defined in the applicable award agreement). Because the final value of the performance units awarded to
Messrs. Curtisand McDonaldin 2024and 2025will 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 $718,000for
Mr. Curtis and $284,700for Mr. McDonald, 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.
In March 2026, the Committeeapproved an amendment and restatement of the Legacy CoC Agreement with Mr.
Larson (the "Amended CEO CoC Agreement") and of the CoC Plan (the "Amended CoC Plan") and adopted the
Oceaneering International, Inc. Executive Leadership Team Severance Plan (the "ELT Severance Plan"), which is a
non-change of control severance plan that provides severance benefits to eligible executives, including the Named
Executive Officers.
The Amended CEO CoC Agreement modifies Mr. Larson's prior Legacy CoC Agreement by conditioning Mr.
Larson's entitlement to the severance benefits payable under the agreement on his execution of a release of claims
in favor of the Company and his compliance with restrictive covenants, including non-competition, non-solicitation,
non-disparagement, confidentiality and cooperation, and by providing for outplacement services for 24 months.
The Amended CoC Plan modifies the prior CoC Plan by, among other things, providing for a prorated short-term
incentive award for the year of termination determined based on actual performance for such year (with any
personal goals deemed met at target), payment of any earned but unpaid short-term incentive award for the prior
year, and outplacement services for 12 months.
Under the ELT Severance Plan, if an executive's employment is terminated by the Company without "cause" or by
the executive for "good reason" (as such terms are defined in the ELT Severance Plan), the executive will be
entitled to the following severance benefits:
•An aggregate amount equal to one times (or two times, for the Chief Executive Officer) the sum of the
executive's base salary plus target short-term incentive opportunity, payable in equal installments over 12
months (or 24 months, for the Chief Executive Officer).
•A prorated short-term incentive award for the year of termination, determined based on actual performance for
such year (with any personal goals deemed met at target), and payment of any earned but unpaid short-term
incentive award for the prior year.
•For a period of 12 months (or 18 months, for the Chief Executive Officer), payment of the Company's portion
of the monthly premium for continued coverage under the Company's medical, dental and vision plans, and
continued participation in the Company's supplemental executive health plan for executives (to the extent
permitted by the plan).
•Prorated vesting of equity awards (for performance-based awards, to the extent that the performance goals
are met based on performance for the full performance period).
•Outplacement services for 12 months (or 24 months, for the Chief Executive Officer).
These severance benefits are conditioned on the executive's execution of a release of claims in favor of the
Company and the executive's compliance with restrictive covenants, including non-competition, non-solicitation,
non-disparagement, confidentiality and cooperation.
In accordance with SEC rules, the tables above show potential payments to each of the Named Executive Officers
under the contracts, agreements, plans and arrangements in effect as of December 31, 2025, rather than under the
Amended CEO CoC Agreement, the Amended CoC Plan or the ELT Severance Plan.
58
Table of Contents
CEO Pay Ratio
The table below sets forth comparative information for the year ended December 31, 2025regarding: (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.
In accordance with SEC rules, we are using the same median employee identified in the proxy statement for the
2025Annual Meeting of Stockholders, as there has been no change in our employee population or employee
compensation arrangements that we believe would significantly impact the pay ratio disclosure, although we have
updated the calculation of the annual total compensation earned by that employee based on that employee's
compensation for 2025.
For purposes of determining our median employee, we used total cash compensation, as determined from payroll
records for the period from November 1, 2023through October 31, 2024(the "Measurement Date"), as our
consistently applied compensation measure. 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 as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis.
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, we 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 2025
for the Named Executive Officers as set forth in the "Summary Compensation Table."
|
Annual Total Compensation
|
Amount
|
|
|
Chief Executive Officer (A)
|
$7,735,670
|
|
|
Median of all employees (excluding our Chief Executive Officer) (B)
|
$75,254
|
|
|
Ratio of (A) to (B)
|
103
|
As described above, our Chief Executive Officer's actual total compensation for 2025benefited from achieving
above-target performance metrics. His target total compensation for 2025was $7,262,949. The ratio of his target
total compensation to the median of the annual total compensation of all employees for 2025(excluding our Chief
Executive Officer), shown above, was 97:1. For this purpose, our Chief Executive Officer's target total
compensation for 2025was 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. Larsonearned in 2025. The compensation of the median employee identified for 2025did
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 2025, which paid above target.
59
Table of Contents
Proposals
|
Proposal 1: Election of Class IDirectors
|
60
|
|||
|
Proposal 2: Advisory Vote to Approve Executive Compensation
|
61
|
|||
|
Proposal 3: Ratification of Appointment of Independent Auditors
|
62
|
|||
|
Report of the Audit Committee
|
64
|
|||
60
Table of Contents
Proposal 1: Election of Class IDirectors
|
Our Board unanimously recommends a vote FORelection of the
nominees for Class Idirectors, William B. Berry, Reema Poddar, and
Jon Erik Reinhardsen
|
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 of Class I and II and four
directors in Class III.The members of each class serve for three years following their election, with one class being
elected each year. Three Class Idirectors are to be elected at the 2026Annual Meeting of Stockholders.
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 Idirector will serve until the 2029Annual Meeting of Stockholders or until a successor has been duly
elected and qualified. The terms of office of the directors in Classes II and IIIwill expire at the Annual Meetings of
Stockholders to be held in 2027and 2028, respectively.
61
Table of Contents
Proposal 2: Advisory Vote to Approve Executive Compensation
|
Our Board unanimously recommends a vote FORthe 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 stockholdersthe 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 stockholdersto vote on the following resolution:
RESOLVED, that Oceaneering's stockholdersapprove, on an advisory basis, the compensation of the Named
Executive Officers, as disclosed in Oceaneering's Proxy Statement for its 2026Annual Meeting of Stockholders
pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the
Compensation Discussion & Analysis, the 2025Summary 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 2026Annual 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.
62
Table of Contents
Proposal 3: Ratification of Appointment of Independent Auditors
|
Our Board unanimously recommends a vote FORthis
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, 2026. 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 stockholdersfailed 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, 2026, 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, 2026, unless a contrary choice is set forth thereon or unless an abstention is indicated thereon.
63
Table of Contents
Independent Auditors' Fees
The following table shows the fees incurred by Oceaneering for the audit and other services provided by
Ernst & Young LLPfor 2025and 2024.
|
Fees Incurred for Audit and Other Services Provided by
Ernst & Young LLP
|
2025
|
2024
|
||
|
Audit Fees (1)
|
$2,766,900
|
$2,774,000
|
||
|
Audit-Related Fees (2)
|
15,600
|
15,000
|
||
|
Tax Fees (3)
|
137,400
|
148,000
|
||
|
Total
|
$2,919,900
|
$2,937,000
|
(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 2025was 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 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.
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Table of Contents
Report of the Audit Committee
During the year ended December 31, 2025, 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 eight
times during the year ended December 31, 2025. 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 2025prior 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, 2025, June 30, 2025, and September 30, 2025, 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, 2025. 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, 2025, be
included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.
|
Audit Committee
|
||
|
Paul B. Murphy, Jr., Chair
|
||
|
Karen H. Beachy
|
||
|
Deanna L. Goodwin
|
||
|
Reema Poddar
|
65
Table of Contents
Other Information
|
Forward-Looking Statements
|
66
|
|||
|
Reconciliations of Non-GAAP to GAAP Financial Information
|
66
|
|||
|
Security Ownership of Management and Certain Beneficial Owners
|
67
|
|||
|
Equity Compensation Plan Information
|
69
|
|||
|
General Information
|
70
|
|||
66
Table of Contents
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 diversify 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, 2025, 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, 2025
|
Dec 31, 2024
|
||||||
|
(in thousands)
|
|||||||
|
Net income (loss)
|
$353,761
|
$147,468
|
|||||
|
Depreciation and amortization
|
102,255
|
103,443
|
|||||
|
Subtotal
|
456,016
|
250,911
|
|||||
|
Interest expense, net of interest income
|
22,494
|
25,793
|
|||||
|
Amortization included in interest expense
|
(6,421)
|
(6,075)
|
|||||
|
Provision (benefit) for income taxes
|
(67,861)
|
77,448
|
|||||
|
EBITDA
|
404,228
|
348,077
|
|||||
|
Adjustments for the effects of:
|
|||||||
|
Foreign currency (gains) losses
|
(2,760)
|
(866)
|
|||||
|
Total of adjustments
|
(2,760)
|
(866)
|
|||||
|
Adjusted EBITDA
|
$401,468
|
$347,211
|
|||||
67
Table of Contents
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 23, 2026, 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
|
Total (2)
|
|||
|
Karen H. Beachy
|
22,816
|
-
|
22,816
|
|||
|
William B. Berry
|
96,632
|
-
|
96,632
|
|||
|
Alan R. Curtis
|
48,732
|
-
|
48,732
|
|||
|
Deanna L. Goodwin
|
38,329
|
-
|
38,329
|
|||
|
Roger W. Jenkins
|
-
|
-
|
-
|
|||
|
Roderick A. Larson
|
460,951
|
-
|
460,951
|
|||
|
Benjamin M. Laura
|
16,805
|
-
|
16,805
|
|||
|
Martin J. McDonald
|
94,285
|
-
|
94,285
|
|||
|
M. Kevin McEvoy
|
130,404
|
-
|
130,404
|
|||
|
Paul B. Murphy, Jr.
|
74,340
|
-
|
74,340
|
|||
|
Reema Poddar
|
18,430
|
-
|
18,430
|
|||
|
Jon Erik Reinhardsen
|
96,632
|
-
|
96,632
|
|||
|
Jennifer F. Simons
|
-
|
-
|
-
|
|||
|
Steven A. Webster
|
161,363
|
-
|
161,363
|
|||
|
All current directors and executive officers as a group (21 persons)
|
1,279,105
|
-
|
1,279,105
|
(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- 14,741and Mr. Laura- 8,695; and all current directors and executive officers as a group - 19,891. 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 0.5%or less of the outstanding Common Stock and (b) all directors and executive officers as a group
represents 1.3%of the outstanding Common Stock. There are no outstanding stock options held by any of our directors or executive
officers.
(2)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 1.3%of the
outstanding Common Stock.
68
Table of Contents
Listed below are the only persons who, to our knowledge, may be deemed to be beneficial owners as of March 23,
2026, 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
|
14,272,880
|
(2)
|
14.3%
|
||
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
12,461,454
|
(3)
|
12.5%
|
||
|
Brown Advisory, LLC
901 South Bond Street, Ste 400
Baltimore, Maryland 21231
|
6,618,614
|
(4)
|
6.6%
|
||
|
State Street Corporation
1 Congress Street, Suite 1
Boston, MA 02114-2016
|
4,989,187
|
(5)
|
5.0%
|
(1)All percentages are based on the total number of issued and outstanding shares of Common Stock as of March 23, 2026.
(2)The amount beneficially owned of 14,272,880shares of Common Stock, as shown, is as reported by BlackRock, Inc. in a Schedule
13G/Afiled with the SEC on July 17, 2025. The Schedule 13G/Areports that BlackRock, Inc. has sole voting power with respect to
14,043,390shares, shared voting power with respect to zeroshares, sole dispositive power with respect to 14,272,880shares, and
shared dispositive power with respect to zeroshares. The Schedule 13G/Afurther 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 ETFhas 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 12,461,454shares of Common Stock, as shown, is as reported by The Vanguard Group in a
Schedule 13G/Afiled with the SEC on February 13, 2024. The Schedule 13G/Areports that The Vanguard Group has sole voting
power with respect to zeroshares, shared voting power with respect to 189,022shares, sole dispositive power with respect to
12,177,878shares, and shared dispositive power with respect to 283,576shares. On March 27, 2026, the Vanguard Group, Inc. filed a
Schedule 13G/A with the SEC indicating that, due to an internal realignment and in accordance with SEC Release No. 34-39538,
certain subsidiaries or business divisions thereof will report beneficial ownership separately (on a disaggregated basis) from the
Vanguard Group, Inc. As a result, beneficial ownership will be attributed to certain subsidiaries of the Vanguard Group, Inc. and the
Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership of such securities.
(4)The amount beneficially owned of 6,618,614shares of Common Stock, as shown, is as reported by Brown Advisory, LLC in a Schedule
13G/Afiled with the SEC on April 18, 2025. The Schedule 13G/Areports that Brown Advisory, LLC has sole voting power with respect
to 5,743,794shares, shared voting power with respect to zeroshares, sole dispositive power with respect to zeroshares, and shared
dispositive power with respect to 6,618,614shares.
(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 13G/Afiled with the SEC on February 6, 2025. The Schedule 13G/Areports that State Street Corporation has sole voting
power with respect to zeroshares, shared voting power with respect to 4,486,939shares, sole dispositive power with respect to zero
shares, and shared dispositive power with respect to 4,989,187shares.
69
Table of Contents
Equity Compensation Plan Information
The following presents equity compensation plan information as of December 31, 2025:
|
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
|
1,820,121
|
N/A
|
4,735,113
|
|||
|
Equity compensation plans not approved by
security holders
|
-
|
N/A
|
-
|
|||
|
Total
|
1,820,121
|
N/A
|
4,735,113
|
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, 2025, there were no shares of Oceaneering common stock under equity compensation plans
not approved by security holders available for grant.
70
Table of Contents
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 the 2026
Annual Meeting of Stockholders of Oceaneering International, Inc., to be held at 5775 N. Sam Houston Pkwy. W.,
Houston, Texas 77086, on Friday, May 15, 2026, at 8:30 A.M. Central Time, or any adjournment or postponement
thereof. The purposes of the meeting are set forth in the accompanying Notice of 2026Annual 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 threeproposals.
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 April 2, 2026, 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 April 2, 2026. 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.ProxyDocs.com/OII 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.ProxyDocs.com/OII 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, 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. common stock, $0.25 par value per share
("Common Stock") at the close of business on March 23, 2026, the record date, will be entitled to notice of, and to
vote at, the meeting. As of that date, 99,744,633shares 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 and 3, you may
choose to vote "FOR," "AGAINST" or "ABSTAIN." For Proposal 1, a withhold vote will have no effect. For Proposal
2, 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 or 2
will result in a "broker non-vote" for such shares of Common Stock beneficially owned, which will have no impact on
71
Table of Contents
such proposal. 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 IDirectors:
William B. Berry, Reema
Poddar, and Jon Erik
Reinhardsen
|
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, 2026
|
FOR
|
Affirmative vote of a majority of the shares of
Common Stock voted on this proposal at the meeting.
|
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:
www.ProxyPush.com/OII.
|
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 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.
72
Table of Contents
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 and 2), 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 or Proposal 2, 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 or 2 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 or 2.
CanI 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 1-866-967-5297 and
follow the prompts. If you wish to provide your instructions via the Internet, log on to www.ProxyPush.com/OII 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 7, 2026. Any shares of Oceaneering common stock held in 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.
73
Table of Contents
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 April 2, 2026.
The proxy statement and proxy card are being furnished at the direction of the Board. We will pay all solicitation
costs, which includes $30,000for the fee of Innisfree M&A Incorporatedwho 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 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): [email protected]
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.
74
Table of Contents
How do I submit a stockholder proposal for action at the 2027annual meeting of stockholders?
Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement for our
2027Annual 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 December 3, 2026. 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 2027Annual 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 16, 2026, and not later than close of business
on February 14, 2027; 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 2027annual 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 eachperson 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 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 intend 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.
Table of Contents
Table of Contents
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