DEF 14A of Oceaneering International Inc, Mar 29, 2024

DEF 14A of Oceaneering International Inc

Filed Mar 29, 2024 · FY20230000073756-24-000069

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Restated Certificate of Incorporation divides our Board into three classes, each consisting as nearly as possible of one-third of the members of the whole Board. There are currently three directors in each Class. The members of each class serve for three years following their election, with one class being elected each year. Three Class II directors are to be elected at the 2024 Annual Meeting. In accordance with our Amended and Restated Bylaws (the “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 and Sustainability Committee of our Board, subject to acceptance by the Board. The Nominating, Corporate Governance and 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. Each Class II director will serve until the 2027 Annual Meeting of Shareholders or until a successor has been duly elected and qualified. The terms of office of the directors in Classes I and III will expire at the Annual Meetings of Shareholders to be held in 2026 and 2025, respectively. Our Board unanimously recommends a vote FOR election of the nominees for Class II directors named below. The persons named in the accompanying proxy 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.

  2. INFORMATION ABOUT NOMINEES FOR ELECTION AND CONTINUING DIRECTORS

    INFORMATION ABOUT NOMINEES FOR ELECTION AND CONTINUING DIRECTORS Set forth below is information (ages are as of May 10, 2024) with respect to the nominees for election as Class II directors, Ms. Karen H. Beachy, Ms. Deanna L. Goodwin and Mr. Steven A. Webster, as well as the continuing directors of Oceaneering.

  3. Board Highlights

    Board Highlights 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”). The Nominating, Corporate Governance and Sustainability Committee establishes and regularly reviews with the Board the Qualifications that it believes are desirable to be represented on our Board to ensure that they align with Oceaneering’s core values and long-term strategy. The Board Skills and Experience Matrix includes a subset of these Qualifications and is summarized below. The Board endeavors to retain directors with a deep knowledge of Oceaneering and relevant industries as well as attract directors with fresh perspectives. The Nominating, Corporate Governance and Sustainability Committee and the Board believe that the current composition of the Board reflects a group of highly talented individuals with diverse Qualifications best suited to perform oversight responsibilities for Oceaneering and our shareholders and to promote achievement of our long-term strategy. 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 Board members who are not and were not previously employed by or otherwise affiliated with 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 shareholder value. •Our Board members’ service ranges from less than one to 13 years, with a median tenure of seven years.

  4. Board Highlights

    | Gender Diversity | Racial/Ethnic Diversity | Mix of Ages | | | | |

  5. Board Skills and Experience

    Board Skills and Experience 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 identified members as having expertise only if such expertise was gained through experience as a senior executive with direct involvement or significant responsibility over time and/or with high profile and complex matters. As a result, 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 are beyond the items highlighted on the matrix.

  6. Board Skills and Experience

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  7. Nominees for Election

    Nominees for Election

  8. Class II Director Positions (2021 – 2024)

    Class II Director Positions (2021 – 2024)

  9. Class II Director Positions (2021 – 2024)

    | | Karen H. Beachy Age: 53 Director since: January 2021 Committees: Audit; Compensation | | CAREER HIGHLIGHTS •Think B3 Consulting, LLC, Principal Consultant and Founder (2021 – Present) •The Alliance Risk Group, LLC (2022 – 2024) •Black Hills Corporation (2014 – 2020) •Senior Vice President, Growth and Strategy •Vice President, Supply Chain •Director, Supply Chain •Vectren Corporation (2010 – 2014) •LG&E Energy Corporation and predecessors LG&E and KU Energy LLC (1995 – 2006) | | | QUALIFICATIONS The Board has determined that Ms. Beachy is qualified to serve on our Board based on her extensive experience in corporate strategy implementation, corporate and business development and supply chain management during a career spanning over 25 years, her familiarity with public company governance as an executive officer, thorough knowledge of the natural gas and electric utility businesses and demonstrated ability in stakeholder engagement. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Pangaea Logistics Solutions Ltd., Director (2022 – Present) | |

  10. Class II Director Positions (2021 – 2024)

    | | Deanna L. Goodwin Age: 59 Director since: February 2018 Committees: Audit; Compensation (Chair) | | CAREER HIGHLIGHTS •Technip (2013 – 2017) •President, North America Region •Chief Operating Officer, Offshore •Senior Vice President, Operations Integration •Veritas DGC, Inc. (1993 – 2008) •President, Western Hemisphere •President, Land •Senior Vice President, Operations •Vice President, US Land Library •Chief Financial Officer and Vice President, Land Division •PricewaterhouseCoopers (predecessor Price Waterhouse) (1987 – 1993) | | | QUALIFICATIONS The Board has determined that Ms. Goodwin is qualified to serve on our Board based on her considerable executive experience, particularly with operational and financial management, and service as a director of international public companies. Ms. Goodwin’s significant accounting and auditing background, including over 25 years of experience in the oil and gas products and services industry, and experience as a director of other public companies, allow her to provide valuable contributions to our Board. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Kosmos Energy Ltd., Director (2018 – Present) •Arcadis NV, Director (2016 – Present) •Chartered Professional Accountants of Canada, Member | |

  11. Class II Director Positions (2021 – 2024)

    | | Steven A. Webster Age: 72 Director since: March 2015 Committees: Nominating, Corporate Governance and Sustainability (Chair) | | CAREER HIGHLIGHTS •AEC Partners, L.P., Managing Partner (2018 – present) •Avista Capital Partners, Managing Partner (2005 – 2018) •Global Energy Partners, Ltd. (an affiliate of DLJ Merchant Banking and CSFB), Managing Partner (2000 – 2005) •Carrizo Oil & Gas, Chair and co-founder (1993 – 2019) •R&B Falcon Corporation and its predecessor Falcon Drilling Company, Chair, CEO, and founder (1988 –1999) | | | QUALIFICATIONS The Board has determined that Mr. Webster is qualified to serve on our Board based on his extensive experience in, and knowledge of, the energy industry, his business leadership skills from his tenure as chief executive officer and board chair of publicly traded companies, his over 30-year career in private equity and investment activities, and his experience as a director of a variety of other public and private companies. Mr. Webster has over 35 years of experience in the onshore and offshore oil and gas exploration and production and oilfield services industries. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Callon Petroleum Company and its predecessor Carrizo Oil & Gas, Director (1993 – Present) •Camden Property Trust, Trust Manager (1993 – Present) •ERA Group Inc., Director (2013 – 2020) •Basic Energy Services, Inc., Chair (2000 – 2016) | |

  12. Continuing Directors

    Continuing Directors

  13. Class I Director Positions (2023 – 2026)

    Class I Director Positions (2023 – 2026)

  14. Class I Director Positions (2023 – 2026)

    | | William B. Berry Age: 71 Director since: June 2016 Committees: Compensation | | CAREER HIGHLIGHTS •Continental Resources, Inc., CEO (2020 – 2023) •ConocoPhillips and its predecessor, Phillips Petroleum Company (1976 – 2008) •Executive Vice President, Exploration and Production •Senior Vice President of Exploration and Production, Eurasia-Middle East •Vice President of Exploration and Production, Eurasia •Vice President of International Exploration and Production, New Ventures •China Country Manager | | | QUALIFICATIONS The Board has determined that Mr. Berry is qualified to serve on our Board based on his extensive experience in, and knowledge of, the energy industry, his business acumen and leadership skills derived in part from his tenure as an executive officer of a multinational, publicly traded customer of ours, over 35 years in domestic and international exploration and production, and experience as a director of various other public companies. Mr. Berry has significant financial and operational expertise and experience. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Continental Resources, Inc., Director (2014 – 2023) •Frank’s International N.V., Director (2015 – 2020) •Teekay Corporation, Director (2012 – 2015) •Access Midstream Partners, L.P., Director (2013 – 2014) •Willbros Group, Inc., Director (2008 – 2014) •Nexen Inc., Director (2008 – 2013) | |

  15. Class I Director Positions (2023 – 2026)

    | | Jon Erik Reinhardsen Age: 67 Director since: October 2016 Committees: Compensation; Nominating, Corporate Governance and Sustainability | | CAREER HIGHLIGHTS •Petroleum Geo-Services ASA, CEO (2008 – 2017) •Alcoa Inc., President Growth, Primary Products (2005 – 2008) •Aker Kvaerner ASA (1983 – 2005) •Group Executive Vice President of Aker Kværner ASA (operated from Houston) •Deputy CEO of Aker Kvaerner Oil & Gas (operated from Houston) •Executive Vice President in Aker Maritime ASA | | | QUALIFICATIONS The Board has determined that Mr. Reinhardsen is qualified to serve on our Board based on his extensive experience in, and knowledge of, the subsea oilfield services industry, his involvement with renewable energy, his international perspective and his experience as a director of various other public companies. Including his service on our Board, Mr. Reinhardsen has significant financial and operational expertise and experience spanning over 35 years in engineering-, construction- and energy-related businesses. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Equinor ASA, Chair (2017 – Present) •Telenor ASA, Director (2014 – 2023) •Borregaard ASA, Director (2016 – 2018) •Cameron International Corporation, Director (2009 – 2016) | |

  16. Class I Director Positions (2023 – 2026)

    | | Reema Poddar Age: 56 Director since: February 2024 Committees: Nominating, Corporate Governance and Sustainability | | CAREER HIGHLIGHTS •Philips, Executive Vice President and General Manager – Diagnostic & Pathway Informatics Business (2022 – 2023) •OptimEyes.AI, Executive Head of Product Development (2020 – 2022) •Teradata Corporation (2017 – 2020) •Executive Vice President & Chief Development Officer •Executive Vice President & Chief Product & Technology Officer •Senior Vice President Product Development •AdFender, Inc., Co-founder (2010), Executive Head of Engineering & Operations (2016 – 2017) •General Electric (2002 – 2016) •Executive Vice President, Global Asset Performance Software Products & Services •Executive Vice President, Global Software & Solutions Head for GE Industry Verticals •Global Head of Technology & Center head of GE Innovation Center | | | QUALIFICATIONS The Board has determined that Ms. Poddar is qualified to serve on our Board based on her extensive global experience in product and technology strategy, development and delivery; accelerating digital transformation; and cybersecurity. Ms. Poddar’s 30-year career includes executive and board roles for public, private, and start-up companies where she developed deep expertise in enterprise risk management and oversaw the full product innovation roadmap from concept development to delivery. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •MeridianLink Inc., Director (2021 – Present) •Accion Labs Group Holdings, Inc., Director (2021 – Present) •OptimEyes.AI, Director (2021 – Present) •Corporate Council Board of Advisors to the Dean of UC San Diego Jacobs School of Engineering, Director (2018 – 2020) | |

  17. Class III Director Positions (2022 – 2025)

    Class III Director Positions (2022 – 2025)

  18. Class III Director Positions (2022 – 2025)

    | | Roderick A. Larson, President and Chief Executive Officer Age: 57 Director since: May 2017 Committees: N/A | | CAREER HIGHLIGHTS •Oceaneering (2012 – Present) •President and CEO •Chief Operating Officer •Senior Vice President •Baker Hughes Incorporated (2007 – 2012) •President, Latin American Region •Vice President of Operations, Gulf of Mexico Region | | | QUALIFICATIONS The Board has determined that Mr. Larson is qualified to serve on our Board based on his in-depth knowledge regarding our business and the energy industry and his leadership skills, derived from his service as a member of our executive management team; ten years of experience as an independent director for a public company; and over 30 years of experience in the oilfield services industry. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Newpark Resources, Inc., Director (2014 – Present) •American Petroleum Institute, Director (2017 – Present) •National Ocean Industries Association, Director (2018 – Present) •Energy Workforce and Technology Council, Chair (2021) | |

  19. Class III Director Positions (2022 – 2025)

    | | M. Kevin McEvoy Age: 73 Director since: May 2011 Committees: N/A | | CAREER HIGHLIGHTS •Oceaneering (1979 – 2017) •CEO •President •Chief Operating Officer •Executive Vice President •Senior Vice President, Western Region •U.S. Navy, Diving and Salvage Officer (1972 – 1976) | | | QUALIFICATIONS The Board has determined that Mr. McEvoy is qualified to serve on our Board based on his thorough knowledge of Oceaneering and its businesses, which he gained through his years of service in each of our business segments (including three international assignments) and as a member of our executive management team and Board of Directors, as well as through his service as an independent director of a publicly traded company in the construction industry. A U.S. Navy veteran, Mr. McEvoy has over 45 years of experience in offshore, diving and other subsea and marine-related activities, primarily in oilfield-related areas, with significant international exposure. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •EMCOR Group, Inc. •Independent Lead Director (2018 – Present) •Director (2016 – Present) •National Ocean Industries Association, Past Chairman | |

  20. Class III Director Positions (2022 – 2025)

    | | Paul B. Murphy, Jr. Age: 64 Director since: August 2012 Committees: Audit (Chair); Nominating, Corporate Governance and Sustainability | | CAREER HIGHLIGHTS •Cadence Bank and its predecessors Cadence Bancorporation and Cadence Bank, N.A., CEO (2009 – 2023) •Amegy Bank of Texas, CEO (1990 – 2009) | | | QUALIFICATIONS The Board has determined that Mr. Murphy is qualified to serve on our Board based on his considerable experience as an executive officer and director of both privately owned and publicly traded companies, particularly financial institutions. Mr. Murphy’s financial background, including over 40 years of business and entrepreneurial experience in the financial services industry, allows him to provide valuable contributions to our Board. Including his service on our Board, Mr. Murphy has over 25 years of experience as a director of publicly traded companies. | | | OTHER BOARD DIRECTORSHIPS AND ORGANIZATIONS •Natural Resource Partners L.P., Director (2018 – Present) •Cadence Bank, Director (2021 – 2023) •Amegy Bank of Texas, Director (1994 – 2009) •Hines REIT, Director (2008 – 2017) •Houston Branch of the Federal Bank Reserve of Dallas, Director (2009 – 2016) | |

  21. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program 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. We use several different compensation elements in the executive compensation program that are geared to both our short-term and long-term performance. The following principles influence the design and administration of our executive compensation program. Compensation Should Be Related to Performance The Committee and our Board believe that a significant portion of an executive officer’s direct compensation should be tied to overall company performance and measured against financial goals and other performance-based objectives. Under the performance-based portions of our compensation arrangements, our basic philosophy is that, in the absence of special circumstances, Named Executive Officers should be paid more than the target awards in years when performance is better than the objectives established for the relevant performance period, and should be paid less than target when our performance does not meet planned objectives. Compensation Programs Should Motivate Executives to Remain with Us We believe that there is significant value to our shareholders when our executive officers remain with our company over time, because our business success and growth depend on leadership by executives with a keen understanding of our services and products and the markets we serve, and by executives who develop and maintain strong customer relationships over time. Also, value is built by executives who understand the unique business and technical aspects of our industry. For these reasons, our executive compensation arrangements are comprised of long-term incentive compensation arrangements, including awards that vest over several years. In addition, to promote long-term retention, we provide our executive officers with incentives to remain focused on their duties in the event of any change of control, including some financial security in the event of a change of control. We also provide for long-term benefits through retirement plans (see “— Executive Compensation Components — Post-Employment Compensation Programs” below). Incentive Compensation Should Represent a Significant Part of an Executive’s Total Direct Compensation We believe that the portion of an executive officer’s total compensation that varies with our overall performance objectives should increase as the scope and level of the individual’s business responsibilities and role in the organization increase. We believe that approximately one-half of the target total direct compensation (the sum of annual base salary and annual incentive bonus and long-term incentive compensation at target levels) of our executive officers should be at risk against short- and long-term performance goals, and our Chief Executive Officer should be subject to a greater amount of such risk than other executive officers. Incentive Compensation Should Balance Short-Term and Long-Term Performance We strive to maintain an executive compensation program that balances short-term (annual) results and long-term results. To reinforce the importance of this balance, we regularly provide our executive officers both annual and long-term incentives. We believe we should avoid disproportionately large short-term (annual) incentives that could encourage our executive officers to take excessive and unnecessary risks. The value for participants in our long-term incentive programs generally increases at higher levels of responsibility, as executives in these leadership roles have the greatest influence on our strategic direction and results over time. The Committee’s approach to long-term incentives is to make both service- and performance-based awards to our executive officers and other key employees. The service-based awards have consisted of restricted stock units, and the performance-based awards have consisted of performance units. The long-term incentive awards are scheduled to vest in full on the third anniversary of the award date, subject to earlier vesting as described below under “— Executive Compensation Components — Long-Term Incentive Compensation.” The Committee believes that the total target value of long-term incentive compensation of the Named Executive Officers should be divided equally between performance-based awards and service-based awards. For this purpose, the Committee assumes a value for restricted stock units based on the grant date value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 – Stock Compensation (“FASB ASC Topic 718”) and performance units based on the value at target of $100 per unit. The Committee believes that this approach promotes our philosophy of rewarding executives for growing shareholder value over time. Upon vesting, settlement of the restricted stock units are made in shares of our Common Stock, with some shares withheld to satisfy tax withholding requirements. Upon vesting, the value of the performance units are paid in cash. Compensation Levels Should Be Competitive To attract and retain top talent required to achieve our long-term strategy, the Committee believes total direct compensation and retirement plans must be competitive. As described in “— The Role of the Compensation Consultant” below, the Committee assesses total direct compensation (base salary, annual incentive bonus, long-term incentive compensation) and retirement plan values individually and collectively against a combination of industry survey data and information from the most recent proxy statements and other public disclosures of a peer group of publicly traded companies.

  22. The Role of the Compensation Committee

    The Role of the Compensation Committee The Committee has the primary authority to establish compensation for the Named Executive Officers and other key employees and administers all our executive compensation programs and agreements. The Committee annually reviews 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; however, the Committee does not base its decisions on targeting compensation to specific benchmarks. Comparative compensation is one factor used by the Committee in making its compensation decisions. Overall, our compensation program for the Named Executive Officers is intended to create a total compensation opportunity that, on average, is competitive with the 50th percentile of a peer group and survey data identified by the Compensation Consultant, as discussed in “— Compensation Benchmarking” below. For additional information regarding the role and responsibility of the Committee, please see “Committees of the Board — Compensation Committee” above.

  23. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Committee has the authority to engage a compensation consultant, legal counsel and other advisors, in its discretion, to assist the Committee in the discharge of its duties and responsibilities. As noted in “Committees of the Board — Compensation Committee” above, for the current compensation cycle, the Committee continued to retain Meridian as the Compensation Consultant to: •review the peer group of companies used for comparison purposes in the preceding year and assess the peer group’s continued validity; •conduct a review of the competitiveness of our total direct compensation, retirement benefits and perquisites of the Named Executive Officers and other key employees, relative to data disclosed in proxy statements and other filings with the SEC by the peer group of companies and survey data; •conduct a pay-for-performance analysis to assess the alignment of amounts realized from our executive compensation program and performance for Oceaneering and the peer group of companies identified; •assess Oceaneering’s incentive structure for executive officers and the alignment of that structure with Oceaneering’s compensation philosophy and objectives; •assess Oceaneering’s compensation for nonemployee directors relative to market practices, including the compensation programs of a peer group of companies; and •assist the Committee in its duties with respect to the compensation of our executives, other key employees and nonemployee directors. The Committee has engaged Meridian since 2015 to provide similar assistance to the Committee with respect to the compensation of our executive officers and nonemployee directors. The decision to engage the Compensation Consultant and approval of its compensation and other terms of engagement were made by the Committee without reliance on any recommendation of management. The Compensation Consultant’s only work for Oceaneering for the current compensation cycle, as in prior cycles, was at the direction of the Committee. The Committee considered this and other factors in its recent assessment of the independence of the Compensation Consultant and concluded that the Compensation Consultant’s work for the Committee does not raise any conflict of interest.

  24. Compensation Peer Group

    Compensation Peer Group The Compensation Consultant assessed the peer group of companies used for comparison purposes in the prior year’s review to recommend any changes for purposes of determining the 2023 compensation of the Named Executive Officers (the “Compensation Peer Group”) and replaced Exterran Corporation, which was acquired, with Noble Corporation. The companies included in the Compensation Peer Group were approved for inclusion by the Committee primarily due to: their operational focus broadly in 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 these companies for talent and for shareholder investment. The companies (besides Oceaneering) comprising the Compensation Peer Group, for purposes of determining the 2023 compensation of the Named Executive Officers, were:

  25. Compensation Peer Group

    | ChampionX Corporation | Flowserve Corporation | NOW, Inc. | | Chart Industries, Inc. | Helix Energy Solutions Group, Inc. | Oil States International, Inc. | | Dril-Quip, Inc. | Helmerich & Payne, Inc. | Transocean Ltd. | | Expro Group Holdings N.V. | Noble Corporation | Weatherford International plc |

  26. Compensation Peer Group

    As of October 2022 when the analysis was completed, Oceaneering was positioned slightly above 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 2023, the survey data were 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 2022 when the analysis was completed, Oceaneering was positioned near the 50th percentile for revenue and near the 25th percentile for enterprise value.

  27. Compensation Benchmarking

    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 (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 2022 and first quarter of 2023 to assist with the establishment of 2023 compensation. The Committee considers the Compensation Consultant’s analysis as part of the Committee’s process in seeking to establish and maintain target total compensation that is competitive.

  28. Executive Compensation Components

    Executive Compensation Components For 2023, 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; and •retirement benefits (which comprised a relatively small percentage of compensation). 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. These components for our CEO and peer company CEOs are shown below.

  29. Annual Incentive Awards Paid in Cash

    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 shareholder-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 2023, the Committee approved the Annual Cash Bonus Program for 2023. For each Named Executive Officer, the bonus opportunity was measured by 2023 Adjusted EBITDA, 2023 Free Cash Flow, and safety and environmental goals for calendar year 2023, as follows:

  30. Annual Incentive Awards Paid in Cash

    | 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 and/or write-offs of assets; corporate restructuring expenses; and other unusual items; in each case, as may be approved by the Committee (“2023 Adjusted EBITDA ”). | | Free Cash Flow | 25% | Net cash provided by Oceaneering’s operating activities less purchases of property and equipment for such year (i.e., organic capital expenditures, which exclude those incurred in business acquisitions) (“2023 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 to plan for and achieve reduction of greenhouse gas emissions. |

  31. Annual Incentive Awards Paid in Cash

    The cash payout opportunity under the program for each Named Executive Officer was a specified percentage of their 2023 base salary, adjusted for the attainment of program goals as described below. As recommended by our Chief Executive Officer and approved by the Committee in February 2023, the plan amount for our 2023 Adjusted EBITDA was $285 million and for our 2023 Free Cash Flow was $100 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 2023. The target bonus opportunity was payable upon achievement of our plan amount. The executive officers in the Annual Cash Bonus Program for 2023 and their respective target awards, each as a percentage of base salary, included:

  32. Annual Incentive Awards Paid in Cash

    | Name | Target Bonus Award (as a Percentage of Base Salary) | | Roderick A. Larson | 125% | | Alan R. Curtis | 80% | | Jennifer F. Simons | 75% | | Martin J. McDonald | 70% | | Earl F. Childress | 65% |

  33. Annual Incentive Awards Paid in Cash

    In 2023, the Annual Cash Bonus Program participation levels for our Named Executive Officers, in each case as a percentage of base salary, were unchanged from 2022 (except for Mr. Curtis, whose participation level increased from 75% to 80% effective January 1, 2023) and were consistent with the levels approved for our Named Executive Officers in previous years. Ms. Simons’ participation level was set by the Committee effective upon her hire date of January 1, 2023. The table below notes the percentages of the Adjusted EBITDA and Free Cash Flow components of a Named Executive Officer’s target award payable under the Annual Cash Bonus Program for the percentages of target 2023 Adjusted EBITDA and 2023 Free Cash Flow achieved, with interpolation between the performance levels shown. The Committee has the discretion to award an amount other than that calculated but did not exercise such discretion this year.

  34. Annual Incentive Awards Paid in Cash

    | Performance Level | 2023 Adjusted EBITDA ($) | 2023 Free Cash Flow ($) | % of 2023 Adjusted EBITDA Target | % of 2023 Free Cash Flow Target | % of Target Payout | | Gate | $192,000,000 | — | 67% | —% | —% | | Threshold | $200,000,000 | $50,000,000 | 70% | 50% | 25% | | Target (Plan) | $285,000,000 | $100,000,000 | 100% | 100% | 100% | | Maximum | $335,000,000 | $180,000,000 | 118% | 180% | 200% |

  35. Annual Incentive Awards Paid in Cash

    In addition, assuming attainment of 2023 Adjusted EBITDA at the Gate level or higher, each Named Executive Officer would have been eligible to receive a bonus payment for the attainment of specified safety goals, up to a maximum payout of 130% of the safety goal target payout for such attainment, and for the attainment of specified environmental goals, up to a maximum of payout 100% of the environmental goal target payout for such attainment. In February 2024, 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 2023 as follows, reflecting the attainment of $289 million of 2023 Adjusted EBITDA, or 101% of the target, and $109 million of 2023 Free Cash Flow, or 109% of the target:

  36. Annual Incentive Awards Paid in Cash

    | 2023 Annual Cash Bonus Program | % of 2023 Adjusted EBITDA Target | % of 2023 Free Cash Flow Target | % of 2023 Safety Target | % of 2023 Environmental Target | % of 2023 Overall Target | | Performance | 101% | 109% | 96% | 90% | — | | Payout | 108% | 112% | 96% | 90% | 107% |

  37. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year since 2006, the Committee has used service-based awards of restricted stock units, which are settled in shares of our Common Stock, and performance-based awards of performance units, which are paid (to the extent earned) in cash, as employee compensation elements for our executive officers and other employees. The Committee established the following objectives for our long-term incentive program: •deliver competitive economic value; •manage annual share utilization; •preserve the alignment of the executives’ financial and shareholding interest with those of our shareholders; •attract and retain executives and other key employees; •focus management attention on specific performance measures that have a strong correlation with the creation of shareholder value; and •provide that generally approximately one-half of executives’ long-term incentive awards at target be performance-based. In order to achieve these objectives in 2023, the Committee decided to continue to utilize awards to the Named Executive Officers of restricted stock units and performance units payable in cash. As in prior years, these 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 if the employee retires after meeting a specified age (or age and years of service) requirement, in the event of the termination or constructive termination of an employee’s employment in connection with a change of control of Oceaneering, or due to death or disability. At the notional value of $100 per performance unit for achievement of performance goals at target level, the performance unit awards for 2023 comprised 50% of the estimated grant-date total value of the 2023 long-term incentive awards to the Named Executive Officers (see “Compensation of Executive Officers — Outstanding Equity Awards at Fiscal Year-End” below). This represents an increase in the percentage of restricted stock units (which are settled in shares of our Common Stock) granted as part of the Named Executive Officers’ long-term incentives award in order to better align the compensation of our executive officers with shareholder return and is consistent with peer group practices. The Committee sets long-term incentive values each year based on a review of market information provided by the Compensation Consultant. In February 2023, the Committee approved the following increases to the long-term incentive participation rates, effective January 1, 2023: from 475% to 500% for Mr. Larson, from 275% to 300% for Mr. Curtis and from 120% to 125% for Mr. Childress. These increases were made in consideration of compensation benchmarking data provided by the Compensation Consultant and became effective as of January 1, 2023. Otherwise, all of the increases to the target dollar value of long-term incentive awards for each of the Named Executive Officers in 2023, other than Ms. Simons whose compensation was set effective upon her hire date of January 1, 2023, were the result of increased base salaries for 2023. The table below shows 2023 target long-term incentives for each Named Executive Officer and the breakout between restricted stock unit awards (“RSU Awards”) and performance unit awards (“Performance Unit Awards”):

  38. Long-Term Incentive Compensation

    | Name | Target LTI Award (as a Percentage of Base Salary) | Dollar Value of Target Total Long-Term Incentive Award | Dollar Value of Target RSU Award | Number of Shares Underlying Target RSU Award (1) | Dollar Value of Target Performance Unit Awards | | Roderick A. Larson | 500% | $4,000,000 | $2,000,000 | 96,899 | $2,000,000 | | Alan R. Curtis | 300% | $1,357,860 | $678,930 | 32,894 | $678,930 | | Jennifer F. Simons | 175% | $700,000 | $350,000 | 16,957 | $350,000 | | Martin J. McDonald | 145% | $538,407 | $269,203 | 13,043 | $269,203 | | Earl F. Childress | 125% | $473,156 | $236,578 | 11,462 | $236,578 |

  39. Long-Term Incentive Compensation

    (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. The number of shares shown for Ms. Simons does not include the award of restricted stock units that she received on January 1, 2023, in connection with the commencement of her employment with Oceaneering (as further described under “— Executive Officer Sign-On Compensation” below). Since 2006, the Committee has refrained from using 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 2023. 2023-2025 Restricted Stock Units Each restricted stock unit awarded in February 2023 represents the equivalent of one share of our Common Stock but carries no voting or dividend rights. Settlement of vested restricted stock units will be made in shares of our Common Stock, with some shares withheld to satisfy tax withholding requirements, as soon as administratively practicable following the third anniversary of the grant date or qualifying termination of employment (as described above) for those units that became vested in connection with any such termination occurring before the third anniversary of the grant date; provided that settlement upon termination of employment may be subject to a six-month delay as required under Section 409A of the Code. The Committee determines the target value of the restricted stock unit award based on a fixed percentage of the Named Executive Officer’s salary, which is then divided by the average closing price of Oceaneering’s Common Stock on the New York Stock Exchange over a period of 20 trading days preceding the Committee’s approval of the award (the “Reference Price”) to determine the number of restricted stock units granted. The Reference Price may differ from the aggregate grant-date fair value of restricted stock units awarded to the Named Executive Officers, which is reflected in the “Stock Awards” column of the “Summary Compensation Table” and “Grant Date Fair Value of Stock Awards” column of the “Grants of Plan-Based Awards” table below. 2023-2025 Performance Units Each performance unit awarded in February 2023 is subject to the achievement of Committee-approved financial goals and stock performance measures over a three-year performance period. The goals and measures to be used as the basis for determining the final value of the performance units awarded in 2023 are based on (1) Cumulative Adjusted EBITDA (as defined) and (2) Total Shareholder Return (as defined, “TSR”) 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, 2023, through December 31, 2025 (the “Performance Period”). Those measures were selected because of the Committee’s belief that they have a strong correlation to the creation of shareholder value. The target amount of Cumulative Adjusted EBITDA during the three-year Performance Period was selected because it was three times the 2023 Adjusted EBITDA then expected to be achieved. The amounts of Cumulative Adjusted EBITDA and Relative TSR over the Performance Period necessary to achieve the threshold, target and maximum level goals for these performance measures and corresponding amounts payable are as follows:

  40. Long-Term Incentive Compensation

    | Performance Measures | Weight | Threshold | Target | Maximum | | Cumulative Adjusted EBITDA | 70% | $684 million | $855 million | $1,283 million | | Relative TSR | 30% | 30th Percentile | 50th Percentile | Above 90th Percentile | | Payout as a % of Target (1) | — | 50% | 100% | 200% |

  41. Long-Term Incentive Compensation

    (1) A final value of zero is attributed to below-threshold performance of either performance measure. Each performance unit has a target value of $100 and the final value of each performance unit may range from $0 to $200, with the threshold, target and maximum levels of achievement of the performance goals valued at $50, $100 and $200, respectively. The actual final value of vested performance units will be determined by the Committee and payable in cash. Regardless of the actual final value determined, if Oceaneering’s TSR for the Performance Period is negative, then the amount attributable to Relative TSR may not exceed the target level. In the event of the termination or constructive termination of an employee’s employment in connection with a change of control of Oceaneering or due to death or disability, or if the employee remains employed on the third anniversary of the grant date following a change of control of Oceaneering, the final value of each performance unit will be the target value. 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, a qualifying termination of employment (as described above) for those performance unit awards that become vested in connection with any such termination occurring before the third anniversary of the grant date; provided that settlement upon such termination of employment may be subject to a six-month delay as required under Section 409A of the Code. 2021-2023 Performance Units The Committee used Cumulative Adjusted EBITDA and Relative TSR as performance measures for the three-year performance units awarded in 2021, which had a performance period beginning on January 1, 2021, and ending on December 31, 2023. The threshold, target and maximum achievement levels were set as follows:

  42. Long-Term Incentive Compensation

    | | Cumulative Adjusted EBITDA | | | Relative TSR Percentile Rank | | | | Weight | 80% | | | 20% | | | | | Goal | Payout | Contribution Value | Goal | Payout | Contribution Value | | Threshold | $446,000,000 | 50% | $40 | 30th percentile | 50% | $10 | | Target | $558,000,000 | 100% | $80 | 50th percentile | 100% | $20 | | Maximum | $837,000,000 | 200% | $160 | Above 90th percentile | 200% | $40 |

  43. Long-Term Incentive Compensation

    The payout of the 2021-2023 performance units approved by the Committee reflected the attainment of performance measures as follows.

  44. Long-Term Incentive Compensation

    | Performance Measures | Weight | Attainment | Attainment and Payout as % of Target | | Cumulative Adjusted EBITDA | 80% | $711 million | 155% | | Relative TSR | 20% | 87th percentile (third out of 16 peers) | 192% | | Overall Weighted Payout | — | — | 162% |

  45. Long-Term Incentive Compensation

    The final value of the performance units paid to the Named Executive Officers in 2024 in satisfaction of the performance units awarded in 2021 is reflected in cash payments shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

  46. Post-Employment Compensation Programs

    In 2023, the SERP participation levels for our Named Executive Officers, in each case as a percentage of base salary, were consistent with those in 2022, except for Ms. Simons, whose participation level was set by the Committee effective upon her hire date of January 1, 2023. Please see the “Nonqualified Deferred Compensation” table below and accompanying narrative for further information about the SERP and contributions to the Named Executive Officers’ accounts. Change-of-Control Agreements We have entered into change-of-control agreements with each of the Named Executive Officers and certain other officers, which we refer to as “Change-of-Control Agreements.” In 2018, we adopted a change-of-control plan (the “CoC Plan”) for executive officers and other key employees who were not previously parties to change-of-control agreements with us, in order to streamline the process of providing change-of-control protections to executive officers and other key employees on a going-forward basis. Each of Mr. Childress and Ms. Simons entered into a participation agreement under the CoC Plan upon their employment in 2020 and 2023, respectively. The preexisting change-of-control agreements, which we entered into with our other Named Executive Officers prior to adopting the CoC Plan (the “Legacy CoC Agreements”), have remained in place and would be applicable in the event of a change-of-control situation. 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, and due to the fact that a change-of-control triggering event may never occur. We believe the benefits provided by the Change-of-Control Agreements help promote long-term retention and focus on the best interests of Oceaneering and our shareholders, by providing some financial security to these officers against the risk of loss of employment that could result in connection with a change of control of our company. Each Change-of-Control Agreement entitles the individual to receive a severance package, described below, in the event of the occurrence of both a change of control and a termination of the individual’s employment by us without cause or by the individual for good reason during a specified period of time beginning prior to a change of control and ending thereafter. The Change-of-Control Agreements are described in more detail in “Compensation of Executive Officers — Potential Payments on Termination or Change of Control” below.

  47. Summary Compensation Table

    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, 2023; and our three other most highly paid executive officers for the year ended December 31, 2023. We refer to these persons as the Named Executive Officers.

  48. Summary Compensation Table

    | Name and Principal Position as of December 31, 2023 | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Roderick A. Larson | 2023 | 800,000 | — | 1,917,631 | 4,579,303 | 456,103 | 7,753,037 | | President and Chief | 2022 | 760,000 | — | 1,473,176 | 3,094,211 | 427,421 | 5,754,808 | | Executive Officer | 2021 | 760,000 | — | 1,795,488 | 3,543,108 | 417,583 | 6,516,179 | | Alan R. Curtis | 2023 | 452,620 | — | 650,972 | 1,528,946 | 157,333 | 2,789,871 | | Senior Vice President and | 2022 | 427,000 | — | 479,190 | 1,013,892 | 149,121 | 2,069,203 | | Chief Financial Officer | 2021 | 427,000 | — | 584,029 | 1,137,735 | 138,812 | 2,287,576 | | Jennifer F. Simons | 2023 | 400,000 | 325,000 | 1,187,919 | 320,400 | 121,367 | 2,354,686 | | Senior Vice President, Chief | | | | | | | | | Legal Officer and Secretary (1) | | | | | | | | | Martin J. McDonald | 2023 | 371,315 | — | 258,121 | 785,972 | 120,616 | 1,536,024 | | Senior Vice President, | 2022 | 360,500 | — | 213,316 | 523,176 | 115,559 | 1,212,551 | | Subsea Robotics | 2021 | 360,500 | — | 259,989 | 696,548 | 108,299 | 1,425,336 | | Earl F. Childress | 2023 | 378,525 | — | 226,833 | 671,289 | 129,402 | 1,406,049 | | Senior Vice President and | 2022 | 367,500 | — | 179,960 | 444,047 | 122,381 | 1,113,888 | | Chief Commercial Officer (1) | | | | | | | |

  49. Summary Compensation Table

    (1)No information is reported for Ms. Simons for 2022 or 2021 or Mr. Childress for 2021, as neither was a named executive officer under the rules of the SEC for such years. (2)No discretionary bonuses were awarded to the Named Executive Officers for the indicated years. The amount reported in this column for Ms. Simons represents her cash payment of $325,000, which was paid on March 10, 2023, and, 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 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2021, 2022 and 2023, respectively. For the amounts disclosed with respect to each Named Executive Officer for each of 2022 and 2021, no change was intended with respect to the target values of the applicable stock awards (see “Compensation Discussion and Analysis — Executive Compensation Components — Long-Term Incentive Awards” above); however, 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, which may lead to a difference between the target and grant date fair market value for an award. (4)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; Mr. McDonald – $277,595; and Mr. Childress – $262,772; (see “Compensation Discussion and Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units awarded in 2021, having a final value of $162 per unit, as determined by the Compensation Committee in February 2024, based on performance for the period from January 1, 2021, through December 31, 2023, reflecting Cumulative Adjusted EBITDA for the three-year period between target and the maximum and Relative TSR near the maximum, resulting in a final value between target and maximum levels. The amounts shown for 2022 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2022: Mr. Larson – $622,155; Mr. Curtis – $209,732; Mr. McDonald – $165,264; and Mr. Childress – $156,439 (see “Compensation Discussion and Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units awarded in 2020, having a final value of $114 per unit, as determined by the Compensation Committee in February 2023, based on performance for the period from January 1, 2020 through December 31, 2022, reflecting Cumulative Adjusted EBITDA for the three-year period approximating target and Relative TSR between target and the maximum, resulting in a final value between target and maximum levels. The amounts shown for 2021 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2021: Mr. Larson – $1,203,175; Mr. Curtis – $405,597; and Mr. McDonald – $319,601 (see “Compensation Discussion and Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units awarded in 2019, having a final value of $120 per unit, as determined by the Compensation Committee in February 2022, based on performance for the period from January 1, 2019 through December 31, 2021, reflecting Cumulative Adjusted EBITDA for the three-year period between the target and maximum levels and Relative TSR at maximum, but capped at target (due to absolute TSR being negative), resulting in a final value between target and maximum levels. (5)The amount included for each attributable perquisite or personal benefit does not exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits received by any Named Executive Officer. (6)The amounts shown for 2023 are attributable to the following: •Mr. Larson: (a) $400,000 for our contribution to his notional SERP account; (b) $19,800 for our contribution to his 401(k) plan account; (c) $9,048 for basic life insurance premium; and (d) $27,255 for perquisites and other personal benefits comprised of provision of excess liability insurance, premium for a supplemental medical insurance plan and use of a company-provided automobile; •Mr. Curtis: (a) $113,155 for our contribution to his notional SERP account; (b) $19,800 for our contribution to his 401(k) plan account; (c) $5,296 for basic life insurance premium; and (d) $19,082 for perquisites and other personal benefits comprised of provision of excess liability insurance, and premium for a supplemental medical insurance plan; •Ms. Simons: (a) $80,000 for our contribution to her notional SERP account; (b) $19,800 for our contribution to her 401(k) plan account; (c) $2,185 for basic life insurance premium; and (d) $19,382 for perquisites and other personal benefits comprised of provision of excess liability insurance, and premium for a supplemental medical insurance plan; •Mr. McDonald: (a) $74,263 for our contribution to his notional SERP account; (b) $19,800 for our contribution to his 401(k) plan account; (c) $4,323 for basic life insurance premium; and (d) $22,230 for perquisites and other personal benefits comprised of provision of excess liability insurance, premium for a supplemental medical insurance plan and a club membership; and •Mr. Childress: (a) $75,705 for our contribution to his notional SERP account; (b) $19,800 for our contribution to his 401(k) plan account; (c) $4,415 for basic life insurance premium; and (d) $29,482 for perquisites and other personal benefits comprised of provision of excess liability insurance, premium for a supplemental medical insurance plan, use of sporting event tickets and a club membership.

  50. Grants of Plan-Based Awards

    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, 2023.

  51. Grants of Plan-Based Awards

    | 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 | 2/24/2023(1) | 242,500 | 1,000,000 | 1,880,000 | | | | | PU | 2/24/2023(2) | 1,000,000 | 2,000,000 | 4,000,000 | | | | | RSU | 2/24/2023 | | | | 96,899 | $1,917,631 | | Alan R. Curtis | STI | 2/24/2023(1) | 87,808 | 362,096 | 680,740 | | | | | PU | 2/24/2023(2) | 339,450 | 678,900 | 1,357,800 | | | | | RSU | 2/24/2023 | | | | 32,894 | $650,972 | | Jennifer F. Simons | STI | 2/24/2023(1) | 72,750 | 300,000 | 564,000 | | | | | PU | 2/24/2023(2) | 175,000 | 350,000 | 700,000 | | | | | RSU | 1/1/2023(5) | | | | 48,733 | $852,340 | | | RSU | 2/24/2023 | | | | 16,957 | $335,579 | | Martin J. McDonald | STI | 2/24/2023(1) | 63,031 | 259,921 | 488,651 | | | | | PU | 2/24/2023(2) | 134,600 | 269,200 | 538,400 | | | | | RSU | 2/24/2023 | | | | 13,043 | $258,121 | | Earl F. Childress | STI | 2/24/2023(1) | 59,665 | 246,041 | 462,558 | | | | | PU | 2/24/2023(2) | 118,300 | 236,600 | 473,200 | | | | | RSU | 2/24/2023 | | | | 11,462 | $226,833 |

  52. Grants of Plan-Based Awards

    (1)The amounts presented show the possible threshold, target and maximum bonus amounts that could have been payable under our 2023 Annual Cash Bonus Award Program. For a discussion of the program and related 2023 results, see “Compensation Discussion and 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 2023 if the threshold, target or maximum goal is satisfied for each of the performance measures. The potential payouts are performance-driven and, therefore, at risk. For a description of the awards, including business measurements for the three-year performance period and the performance goals for determining the payout, see “Compensation Discussion and Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 2023-2025 Performance Units” above. (3)The amounts reflect the number of restricted stock units awarded to the Named Executive Officers in 2023. For a description of the awards, see “Compensation Discussion and Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 2023-2025 Restricted Stock Units” above. (4)The amounts reflect the aggregate grant date fair value of restricted stock units computed under FASB ASC Topic 718 awarded to the Named Executive Officers in 2023. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For a description of the awards, see “Compensation Discussion and Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 2023-2025 Restricted Stock Units” above. (5)The amounts reflect the number of restricted stock units awarded to Ms. Simons as a one-time sign on grant, on January 1, 2023. For a description of this award, see “Compensation Discussion and Analysis — Executive Compensation Components — Executive Officer Sign-On Compensation” above.

  53. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information on the current holdings of unvested restricted stock units for the Named Executive Officers as of December 31, 2023. There were no outstanding stock options held by the Named Executive Officers in 2023.

  54. Outstanding Equity Awards at Fiscal Year-End

    | 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 | 353,244 | $7,517,032 | | Alan R. Curtis | 116,277 | $2,474,375 | | Jennifer F. Simons | 65,690 | $1,397,883 | | Martin J. McDonald | 50,162 | $1,067,447 | | Earl F. Childress | 54,791 | $1,165,952 |

  55. Outstanding Equity Awards at Fiscal Year-End

    (1)Reflects unvested restricted stock units awarded pursuant to the Restricted Stock Unit Agreements entered into with the Named Executive Officers in 2021, 2022 and 2023. The anticipated delivery schedules for these restricted stock units are as follows:

  56. Outstanding Equity Awards at Fiscal Year-End

    | Name | 2021 Agreement(s) (# of Units) | | 2022 Agreement(s) (# of Units) | 2023 Agreement(s) (# of Units) | | Total | | | 2/26/2024 | 6/23/2024 | 2/25/2025 | 1/1/2026 | 2/24/2026 | (# of Units) | | Roderick A. Larson | 152,160 | — | 104,185 | — | 96,899 | 353,244 | | Alan R. Curtis | 49,494 | — | 33,889 | — | 32,894 | 116,277 | | Jennifer F. Simons | — | — | — | 48,733 | 16,957 | 65,690 | | Martin J. McDonald | 22,033 | — | 15,086 | — | 13,043 | 50,162 | | Earl F. Childress | 17,703 | 12,899 | 12,727 | — | 11,462 | 54,791 |

  57. Outstanding Equity Awards at Fiscal Year-End

    (2)Market value of unvested restricted stock units assumes a price of $21.28 per share of our Common Stock, which was the closing price of our Common Stock, as reported by the NYSE, on December 29, 2023 (the last trading day the year).

  58. Stock Vested

    Stock Vested The following table provides information for the Named Executive Officers on the number of shares acquired during 2023 following vesting of restricted stock unit awards and the value realized. There were no outstanding stock options held by the Named Executive Officers in 2023.

  59. Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Roderick A. Larson | 107,922 | $2,135,776 | | Alan R. Curtis | 35,105 | $694,728 | | Jennifer F. Simons | — | $— | | Martin J. McDonald | 15,627 | $309,258 | | Earl F. Childress | 12,556 | $248,483 |

  60. Stock Vested

    (1)The amounts reflect the gross value realized for shares acquired after vesting of restricted stock units, pursuant to the Restricted Stock Unit Agreements entered into in 2020 with the indicated Named Executive Officers, at a price of $19.79 per share of our Common Stock as of February 27, 2023, which was the closing price of our Common Stock, as reported by the NYSE, on the preceding trading day. No restricted stock units vested for Ms. Simons in 2023. 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.

  61. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our SERP is an unfunded, defined contribution plan for selected executives and key employees of Oceaneering, including the Named Executive Officers. Pursuant to our SERP, U.S. participants, including the Named Executive Officers, may defer up to 85% of their base salaries and 90% of their annual cash bonus amounts. We credit a participant’s notional account with a determined percentage of the participant’s base salary, subject to vesting. Benefits under our SERP are based on the participant’s vested portion of the applicable Named Executive Officer’s notional account balance at the time of termination of employment. A participant vests in one-third of our credited amounts each year, subject to accelerated vesting upon the soonest to occur of: (1) the date the participant has completed ten years of participation; (2) the date that the sum of the participant’s age and years of participation equals 65; (3) the date of termination of employment by reason of death or disability; and (4) the date of termination of employment within two years following a change of control. Messrs. Larson, Curtis and McDonald are fully vested in their SERP accounts. All participants are fully vested in deferred base salary and bonus. Amounts accrued under the SERP are adjusted for earnings and losses as if invested in one or more deemed investments selected by the participants from those designated as alternatives by the U.S. Benefits Administrative Committee, a management committee the members of which are selected by our Board. The deemed investment vehicles are a variety of mutual fund variable accounts. Participants may reallocate their notional accounts within that group of mutual fund variable accounts by notifying the third-party administrative agent of our SERP. The administrative agent adjusts each participant’s account with any hypothetical income, gain or loss and any payments or distributions attributable to such account on a daily basis, or at such other times as the administrative agent determines, based on the performance of the specific deemed investments selected from time to time by the participant. We do not provide any “above market or preferential earnings” (as defined by SEC rules) on any amount of deferred compensation pursuant to our SERP or otherwise. For the year ended December 31, 2023, 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 8.4% to (36.1)%. The following table provides information on our nonqualified deferred compensation plan. Amounts shown are entirely attributable to our SERP.

  62. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 | Company Contributions in 2023 (1) | Aggregate Earnings (Losses) in 2023 (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12/31/2023 (3) | | Roderick A. Larson | $322,156 | $400,000 | $1,276,397 | $— | $7,404,658 | | Alan R. Curtis | $— | $113,155 | $490,642 | $— | $2,705,353 | | Jennifer F. Simons | $— | $80,000 | $6,321 | $— | $86,321 | | Martin J. McDonald | $183,724 | $74,263 | $553,900 | $— | $2,889,965 | | Earl F. Childress | $— | $75,705 | $43,343 | $— | $357,034 |

  63. Nonqualified Deferred Compensation

    (1)The amounts reflect the credited contributions we made to the accounts of the Named Executive Officers in 2023. 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 2023 on the aggregate of contributions by the Named Executive Officers and us on notional investments designed to track the performance of the funds selected by the Named Executive Officers, as reflected below. No amounts of such aggregate earnings are reported in the “Summary Compensation Table” above.

  64. Nonqualified Deferred Compensation

    | | Aggregate Earnings (Losses) for the Year | | | | Name | Executive Contributions | Company Contributions | Total | | Roderick A. Larson | $408,207 | $868,190 | $1,276,397 | | Alan R. Curtis | $217,265 | $273,377 | $490,642 | | Jennifer F. Simons | $— | $6,321 | $6,321 | | Martin J. McDonald | $316,287 | $237,613 | $553,900 | | Earl F. Childress | $4,004 | $39,339 | $43,343 |

  65. Nonqualified Deferred Compensation

    (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, 2023, as follows:

  66. Nonqualified Deferred Compensation

    | | Aggregate Balance | | | | Name | Executive Contributions | Company Contributions | Total | | Roderick A. Larson | $2,314,239 | $5,090,419 | $7,404,658 | | Alan R. Curtis | $1,156,936 | $1,548,417 | $2,705,353 | | Jennifer F. Simons | $— | $86,321 | $86,321 | | Martin J. McDonald | $1,678,847 | $1,211,118 | $2,889,965 | | Earl F. Childress | $52,004 | $305,030 | $357,034 |

  67. Pay vs. Performance

    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 (“SCT”), reflecting the different methods prescribed by the SEC for reporting the compensation of our Named Executive Officers in the Summary Compensation Table above and in the Pay vs. Performance Table below. Compensation amounts shown for our Other NEOs (as defined below) are reported as averages for each of the fiscal years indicated.

  68. Pay vs. Performance

    | | CEO Pay (1) | | Other NEO Pay (1) | | Value of Initial Fixed $100 Investment Based On: (4) | | Other Performance Measures (5) | | | | 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) | | 2023 | $7,753,037 | $9,117,186 | $2,021,658 | $2,311,595 | $142.72 | $115.11 | $97,403 | $289,046 | | 2022 | $5,754,808 | $7,946,721 | $1,436,391 | $1,839,659 | $117.30 | $112.94 | $25,941 | $232,638 | | 2021 | $6,516,179 | $7,323,619 | $1,731,592 | $1,897,064 | $75.86 | $69.93 | $(49,307) | $210,601 | | 2020 | $5,251,749 | $3,900,173 | $1,785,614 | $1,293,390 | $53.32 | $57.92 | $(496,751) | $184,287 |

  69. Pay vs. Performance

    (1) Our Chief Executive Officer for each of the fiscal years indicated was Mr. Roderick A. Larson. Our Named Executive Officers in each of the fiscal years indicated included: (i) Ms. Jennifer F. Simons and Messrs. Alan R. Curtis, Martin J. McDonald and Earl F. Childress in 2023; (ii) 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; (iii) Messrs. Curtis, Lawrence, Martin and Silva, in 2021; and (iv) Messrs. Curtis, Lawrence and Silva, as well as Mr. Charles W. Davison, Jr., our former Chief Operating Officer, in 2020 (collectively referred to herein as the “Other NEOs”). (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.

  70. Pay vs. Performance

    | 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) | | | 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 | | 2020 | $5,251,749 | $(1,104,042) | $857,980 | $(1,012,673) | $— | $(92,841) | $3,900,173 |

  71. Pay vs. Performance

    | 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) | | | 2023 | $2,021,658 | $(580,961) | $654,833 | $179,674 | $— | $36,391 | $2,311,595 | | 2022 | $1,436,391 | $(281,491) | $291,548 | $353,083 | $— | $40,128 | $1,839,659 | | 2021 | $1,731,592 | $(374,016) | $358,485 | $135,092 | $— | $45,911 | $1,897,064 | | 2020 | $1,785,614 | $(308,527) | $147,667 | $(276,498) | $— | $(54,866) | $1,293,390 |

  72. Pay vs. Performance

    (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) Our Chief Executive Officer and the Other NEOs 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, 2019, measured over each of the periods ending on December 31, 2020, 2021, 2022 and 2023. 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, 2023. In our Definitive Proxy Statement on Schedule 14A with respect to our 2023 annual meeting of shareholders, this column reported the PHLX Oil Service Sector Index “OSX” value, which does not assume dividend reinvestment. This year, we have updated these values to report the PHLX Oil Service Sector Index “XOSX” value, which does assume dividend reinvestment. This update is not a change in our peer group, but just reflects an update to the way we calculate peer company TSR, in accordance with SEC guidance. (5) Adjusted EBITDA has the meaning defined for purposes of our 2023 cash bonus program and 2023 performance unit awards, which is consolidated net income (loss) before interest, taxes, depreciation and amortization for the year, adjusted to remove the net impact of the following for such year: foreign currency gains and losses; sales of fixed assets and investments resulting in gains or losses; impairments of long-lived assets; write-downs and/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 and Analysis — Executive Compensation Components” under the headings “Annual Incentive Awards Paid in Cash” and “Long-Term Incentive Awards”) above.

  73. 2023 Pay vs. Performance Graphical Disclosure

    2023 Pay vs. Performance Graphical Disclosure The following charts illustrate the relationship between CAP over the four-year period ended December 31, 2023, 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.

  74. 2023 Pay vs. Performance Graphical Disclosure

    | | | | | |

  75. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control As described in the “Compensation Discussion and Analysis” above, we have entered into Change-of-Control Agreements with executive officers and other key employees pursuant to either the CoC Plan we adopted in 2018 or the Legacy CoC Agreements we previously entered into with the Named Executive Officers. The severance package provided for in each Change-of-Control Agreement consists of a lump sum 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; •an amount equal to the target award the Named Executive Officer is eligible to receive 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 annual rate of base salary during the then-current year or any of the three years preceding the date of termination. The severance provisions in the relevant Change-of-Control Agreement also generally provide that, for each Named Executive Officer: •the officer would receive, at no greater cost or expense to such officer than was the case immediately prior to the change of control: (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 each of our other Named Executive Officers other than Mr. Childress and Ms. Simons); or (b) under the CoC Plan, one year of post-employment health insurance benefits (in the case of Mr. Childress and Ms. Simons); and •for purposes of Section 4999 of the Code: (a) under the officer’s Legacy CoC Agreement, if any payments made thereunder would cause the recipient to be liable for an excise tax because the payment is a parachute payment, and the amount of the parachute payment, reduced by all federal, state and local taxes applicable thereto, including excise tax imposed pursuant to Section 4999 of the Code, were less than the amount the individual would receive if they were paid three times their “base amount,” as defined in Section 280G(b)(3) of the Code, less $1.00 (the “safe-harbor amount”), reduced by all federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment would be reduced to the safe-harbor amount; or (b) similarly under the CoC Plan, if the after-tax benefit of the reduced payment described above does not exceed the after-tax benefit if the payments are not so reduced, then the payments will not be reduced to the safe-harbor amount (and the recipient will pay the excise tax). Additionally, 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. 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. The tables below do not reflect any such reduction for any of the Named Executive Officers. All of the outstanding long-term incentive agreements of the Named Executive Officers have provisions for settlement in the event of termination due to death, disability or a change of control. For purposes of the Change-of-Control Agreements, the terms “cause,” “disability,” “good reason” and “highest base salary,” and for purposes of both the Change-of-Control Agreements and the long-term incentive agreements, the term “change of control,” have the meanings set forth below: •“cause” is defined as: ◦in the Legacy CoC Agreements, the conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude related to employment with us; and ◦in the CoC Plan, (1) a material breach of any of the Named Executive Officer’s obligations under any written agreement with the Company; (2) a material violation of any of the Company’s policies, procedures, rules and regulations; (3) the failure to perform, in any material respect, the Named Executive Officer’s duties or responsibilities to the Company; (4) the Named Executive Officer’s commission of fraud, theft, embezzlement or misappropriation of funds or other assets of the Company; or (5) that the Named Executive Officer has been convicted of, entered a plea of guilty or no-contest to, or received adjudicated probation or deferred adjudication in connection with, a crime involving fraud, dishonesty or moral turpitude or any felony; •“change of control” is defined as occurring if: ◦any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of our securities representing 20% or more of the combined voting power of our outstanding voting securities, other than through the purchase of voting securities directly from a private placement by us; ◦the current members of our Board, or subsequent members approved by at least two-thirds of the current members, no longer comprise a majority of our Board; ◦our company is merged or consolidated with another corporation or entity, and our shareholders own less than 60% of the outstanding voting securities of the surviving or resulting corporation or entity; ◦there has been a consummation of either a tender offer or exchange offer by a person other than us for the ownership of 20% or more of our voting securities; or ◦there has been a disposition of all or substantially all of our assets (other than in specified types of affiliate transactions); •“disability” is defined as the continuing full-time absence of the officer from their duties for 90 days or longer as a result of physical or mental incapacity and such absence is anticipated to extend for 90 additional days or longer (the need for such absence and its anticipated duration to be determined solely by the individual’s physician who is approved by us, which approval shall not be unreasonably withheld); and •“good reason” for termination by the officer includes: ◦an adverse change in status, title or position; ◦a reduction in annual base salary, SERP contribution level by us, annual bonus opportunity or aggregate long-term compensation, all as may be increased subsequent to date of the Change-of-Control Agreement; ◦our failure to continue certain bonus plans and the SERP in effect, other than as a result of the normal expiration or amendment of any such plan in accordance with its terms, or our taking (or failing to take) any action that would (1) under the Legacy CoC Agreements, adversely affect the officer’s continued participation in any such plan on at least as favorable a basis to the officer as is the case immediately prior to the effective date of the change of control or (2) under all Change-of-Control Agreements, materially reduce the officer’s benefits under any of such plans or deprive the officer of any material benefit enjoyed by him or her immediately prior to a change of control (except as may be proposed by the officer to us); ◦a relocation of the principal place of the officer’s employment to a location, under the Legacy CoC Agreements, 25 miles or, under the CoC Plan, 50 miles, further from the officer’s principal residence without their express written consent; ◦the failure of a successor to assume the Change-of-Control Agreement; ◦under the Legacy CoC Agreements, any prohibition by us against the individual engaging in outside activities permitted by the Change-of-Control Agreement; and

  76. Potential Payments on Termination or Change of Control

    ◦under the Legacy CoC Agreements, any default by us in the performance of our obligations under the Change-of-Control Agreement, whether before or after a change of control; and •“highest base salary” means the officer’s highest annual rate of base salary during a specified period preceding the date of termination, which, under the Legacy CoC Agreements, is the then current year or any of the three years preceding the date of termination and, under the CoC Plan, is the period beginning 180 days prior to and ending two years after the change of control. For purposes of the long-term incentive agreements, “good reason” means: •a reduction of the value of the participant’s aggregate total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and awards of stock options, as well as all other benefits in force on the date immediately prior to the change of control) to a value that is 95% or less of the value thereof on the date immediately prior to the change of control; •a material reduction in the participant’s scope of work responsibility from that existing on the date immediately prior to the change of control; or •the request that the participant relocate more than 25 miles from their place of service immediately prior to the change of control. Assuming a termination date of December 31, 2023, and, where applicable, using the closing price of our Common Stock of $21.28 per share, which was the closing price of our Common Stock, as reported by the NYSE, on December 29, 2023 (the last trading day the year), the tables below show potential payments to each of the Named Executive Officers under the existing contracts, agreements, plans or arrangements, whether written or unwritten, in the event of a termination of such executive’s employment, including amounts payable pursuant to benefits or awards in which the Named Executive Officers are already vested.

  77. Potential Payments on Termination or Change of Control

    | Roderick A. Larson | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $400,000(1) | $— | $6,600,000(2) | | Benefit Plan Participation | — | 2,254(1) | — | 289,440(3) | | Restricted Stock Units (unvested & accelerated) | — | — | 7,517,032(4) | 7,517,032(5) | | Performance Units (unvested & accelerated) | — | — | 6,332,000(6) | 12,664,000(7) | | Accrued Vacation/Base Salary | 118,977 | 118,977 | 118,977 | 118,977 | | SERP (vested) | 7,404,658(8) | 7,404,658(8) | 7,404,658(8) | 7,404,658(8) | | TOTAL | $7,523,635 | $7,925,889 | $21,372,667 | $34,594,107 |

  78. Potential Payments on Termination or Change of Control

    | Alan R. Curtis | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $452,620(1) | $— | $1,629,432(2) | | Benefit Plan Participation | — | 2,254(1) | — | 151,272(3) | | Restricted Stock Units (unvested & accelerated) | — | — | 2,474,375(4) | 2,474,375(5) | | Performance Units (unvested & accelerated) | — | — | 2,088,100(6) | 4,176,200(7) | | Accrued Vacation/Base Salary | 69,634 | 69,634 | 69,634 | 69,634 | | SERP (vested) | 2,705,353(8) | 2,705,353(8) | 2,705,353(8) | 2,705,353(8) | | TOTAL | $2,774,987 | $3,229,861 | $7,337,462 | $11,206,266 |

  79. Potential Payments on Termination or Change of Control

    | Jennifer F. Simons | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $200,000(1) | $— | $1,427,048(2) | | Benefit Plan Participation | — | 2,254(1) | — | 17,652(3) | | Restricted Stock Units (unvested & accelerated) | — | — | 1,397,883(4) | 1,397,883(5) | | Performance Units (unvested & accelerated) | — | — | 350,000(6) | 350,000(7) | | Accrued Vacation/Base Salary | 18,988 | 18,988 | 18,988 | 18,988 | | SERP (unvested) | —(8) | —(8) | 86,321(8) | 86,321(8) | | TOTAL | $18,988 | $221,242 | $1,853,192 | $3,297,892 |

  80. Potential Payments on Termination or Change of Control

    | Martin J. McDonald | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $371,315(1) | $— | $1,262,472(2) | | Benefit Plan Participation | — | 2,254(1) | — | 140,928(3) | | Restricted Stock Units (unvested & accelerated) | — | — | 1,067,447(4) | 1,067,447(5) | | Performance Units (unvested & accelerated) | — | — | 896,400(6) | 1,792,800(7) | | Accrued Vacation/Base Salary | 9,311 | 9,311 | 9,311 | 9,311 | | SERP (vested) | 2,889,965(8) | 2,889,965(8) | 2,889,965(8) | 2,889,965(8) | | TOTAL | $2,899,276 | $3,272,845 | $4,863,123 | $7,162,923 |

  81. Potential Payments on Termination or Change of Control

    | Earl F. Childress | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $189,263(1) | $— | $1,268,248(2) | | Benefit Plan Participation | — | 1,593(1) | — | 12,720(3) | | Restricted Stock Units (unvested & accelerated) | — | — | 982,966(4) | 982,966(5) | | Performance Units (unvested & accelerated) | — | — | 753,200(6) | 753,200(7) | | Restricted Stock Units (vested) | 182,987(9) | 182,987(9) | 182,987(9) | 182,987(9) | | Accrued Vacation/Base Salary | 18,497 | 18,497 | 18,497 | 18,497 | | SERP (vested) | 234,311(8) | 234,311(8) | 234,311(8) | 234,311(8) | | SERP (unvested) | —(8) | —(8) | 122,723(8) | 122,723(8) | | TOTAL | $435,795 | $626,651 | $2,294,684 | $3,575,652 |

  82. Potential Payments on Termination or Change of Control

    (1)The amounts for each Named Executive Officer includes the lump-sum cash payment they would receive, subject to the execution of a release of claims, pursuant to the Company’s broad-based severance plan that provides separation benefits to full-time, salaried employees of the Company who are permanently and involuntarily terminated as a result of a reduction in force. The amount of this cash payment equals a specified number of weeks of the employee’s base pay (up to a maximum of 52 weeks), depending on the number of continuous years of service with the Company. The amounts also include the one-month subsidized COBRA payment that the Named Executive Officers would receive pursuant to this severance plan. (2)The amount for each Named Executive Officer reflects an amount equaling three times, for Mr. Larson, or two times, for each of the other Named Executive Officers, the sum of: (a) the highest annual rate of base salary, pursuant to the Legacy CoC Agreements, for the then-current year or any of the three years preceding the date of termination, or, pursuant to the CoC Plan, during the 180 days prior to or the two years after the change of control (each, a “Base Rate”); (b) the target award they are eligible to receive under the Annual Cash Bonus Program for the then-current year; (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 Base Rate, payable pursuant to his Legacy CoC Agreement; plus for CoC Plan participants, the officer’s annualized premium for COBRA continuation coverage. If applicable, the termination amount may be reduced to the “safe harbor amount” if more beneficial to the Named Executive Officer on an after-tax basis. (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 that would be payable after termination pursuant to the executive’s Change-of-Control Agreements for a period of 36 months, for Mr. Larson; or 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. Childress and Ms. Simons. (4)The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be delivered for each outstanding unvested restricted stock unit pursuant to the executive’s 2021, 2022 and 2023 Restricted Stock Unit Agreements, each of which provide for full vesting of outstanding unvested restricted stock units upon a Named Executive Officer’s death or disability. (5)The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be delivered for each outstanding unvested restricted stock unit pursuant to the executive’s 2021, 2022 and 2023 Restricted Stock Unit Agreements and, if applicable, Legacy CoC Agreement, each of which provide for full vesting of outstanding unvested restricted stock units upon a Named Executive Officer’s termination by the Company or successor (in the case of the Legacy CoC Agreements other than for “cause”) of the Named Executive Officer’s resignation for “good reason,” in each case, in connection with a change of control. (6)Upon death or disability, the performance units awarded pursuant to the 2021, 2022 and 2023 Performance Unit Agreements would vest (if not otherwise vested by reason of the participant’s having attained Retirement Age) and the final value would be equal to the target value of $100 per unit. For more information about the goals and measures and the amounts payable, see “Compensation Discussion and Analysis — Executive Compensation Components — Long-Term Incentive Compensation” above. (7)The performance units awarded pursuant to the 2021, 2022 and 2023 Performance Unit Agreements would vest (if not otherwise vested by reason of the participant’s having attained Retirement Age) and the final value of the units would be equal to the maximum value of $200 per unit if the executive is party to a Legacy CoC Agreement or, if not party to a Legacy CoC Agreement, $100 per unit pursuant to the applicable award agreement. (8)The amount for each Named Executive Officer reflects the accumulated account values (including gains and losses) of contributions by the Named Executive Officer and Oceaneering for vested amounts and by Oceaneering for unvested amounts. Messrs. Larson, Curtis and McDonald were fully vested in their respective SERP accounts. For more information on SERP amounts, see “— Nonqualified Deferred Compensation” above. (9)The amount for Mr. Childress represents two thirds of a retention award granted on June 23, 2021 which have vested but have not been distributed.

  83. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information regarding: (1) the actual annual total compensation of our Chief Executive Officer for the year ended December 31, 2023; (2) the median of the annual total compensation of all employees of Oceaneering (including its consolidated subsidiaries), excluding our Chief Executive Officer, for the year ended December 31, 2023, determined on the basis described below; 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. For 2023, the CEO Pay Ratio was 90:1, as explained below. For purposes of determining the median of the annual total compensation of all Oceaneering employees, excluding our Chief Executive Officer, for the year ended December 31, 2023, the applicable SEC rules require us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure. For these purposes, we used total cash compensation, as determined from payroll records for the period from November 1, 2022, through October 31, 2023 (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. We did not make any assumptions, adjustments or estimates with respect to total cash compensation. We did annualize the compensation for employees that were not employed by us for the entire measurement period. In accordance with SEC rules, we availed ourselves of a de minimis exemption to exclude a number of non-U.S. employees who collectively represented fewer than 5% of the approximately 11,009 total employees as of the Measurement Date (such total being the total number of U.S. and non-U.S. employees irrespective of the de minimis exemption and the total number used for the de minimis calculation). Under this exemption, we excluded all employees from the following jurisdictions: Azerbaijan (138 employees); Canada (66 employees); China (1 employee); Indonesia (102 employees); Malaysia (31 employees); Mexico (20 employees); Nigeria (15 employees); Oman (17 employees); Papua New Guinea (19 employees); and Thailand (9 employees). 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 2023 for the Named Executive Officers as set forth in the “Summary Compensation Table.”

  84. CEO Pay Ratio

    | Annual Total Compensation | Amount | | Chief Executive Officer (A) | $7,753,037 | | Median of all employees (excluding our Chief Executive Officer) (B) | $85,692 | | Ratio of (A) to (B) | 90 |

  85. CEO Pay Ratio

    As described above, our Chief Executive Officer’s actual total compensation for 2023 benefited from achieving above-target performance metrics. His target total compensation for 2023 was $5,256,103. The ratio of his target total compensation to the median of the annual total compensation of all employees for 2023 (excluding our Chief Executive Officer), shown above, was 61:1. For this purpose, our Chief Executive Officer’s target total compensation for 2023 was calculated as the sum of Mr. Larson’s base salary, the target values of his annual cash bonus opportunity and performance unit award, the grant-date fair value of his restricted stock unit award, and all other compensation Mr. Larson earned in 2023. The compensation of the median employee identified for 2023 did not include incentive compensation. The difference between the target ratio and that reported above reflects the amounts paid to our Chief Executive Officer under our incentive programs in 2023, which paid above target.

  86. COMPENSATION OF NONEMPLOYEE DIRECTORS

    COMPENSATION OF NONEMPLOYEE DIRECTORS Our nonemployee directors receive annual cash retainers and awards of restricted stock as compensation for their service. The aggregate of such compensation is targeted at the median of the total direct compensation for nonemployee directors in the Compensation Peer Group, adjusted in the case of the Chair of our Board for the median of the premium paid to non-executive chairs in the Compensation Peer Group, 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 2023, the Board approved annual cash retainers for our nonemployee directors, payable in quarterly installments, of $105,000 for the Chair and $70,000 for each of our other nonemployee directors. For 2023, the Board also approved additional annual cash retainers, payable in quarterly installments, of (i) $30,000 to the chair and $10,000 to each member of the Audit Committee, (ii) $20,000 to the chair and $10,000 to each member of the Compensation Committee and (iii) $10,000 to the chair and $5,000 to each member of the Nominating, Corporate Governance and 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 2023, besides payment of annual retainers, our nonemployee directors were also allowed to participate in health care coverage the same as provided to employees in our basic medical plans. Nonemployee directors could elect to participate in the health care plan without payment of any monthly premium and participate in a supplemental medical plan at no cost to the director. All directors are provided a group personal excess liability insurance policy at no cost to the directors, and they are reimbursed for their travel and other expenses involved in attendance at Board and committee meetings and activities. In 2023, our nonemployee directors were awarded shares of restricted stock under our Incentive Plan as follows: Mr. Collins: 11,870 shares; and each of our other nonemployee directors: 7,994 shares. Mr. McEvoy received a supplemental award of 4,651 shares in connection with his appointment as Chair of the Board in May 2023. In accordance with the terms of the applicable award agreements, the restricted stock awards vested in full on the first anniversary of the award date, February 24, 2024. 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 and Analysis — Stock Ownership Guidelines.”

  87. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation of our nonemployee directors for the year ended December 31, 2023. Director Reema Poddar is omitted, as she was elected to the Board in 2024.

  88. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4)(5) | Total ($) | | M. Kevin McEvoy | 96,250 | 234,756 | — | 32,394 | 363,400 | | T. Jay Collins (1) | 52,500 | 234,907 | — | 12,112 | 299,519 | | Karen H. Beachy | 87,500 | 158,201 | — | 13,754 | 259,455 | | William B. Berry | 80,000 | 158,201 | — | 20,882 | 259,083 | | Deanna L. Goodwin | 100,000 | 158,201 | — | 32,397 | 290,598 | | Paul B. Murphy, Jr. | 105,000 | 158,201 | — | 26,864 | 290,065 | | Jon Erik Reinhardsen | 85,000 | 158,201 | — | 45,127 | 288,328 | | Steven A. Webster | 80,000 | 158,201 | — | 16,106 | 254,307 |

  89. Director Compensation Table

    (1)In connection with his retirement, Mr. Collins ceased to be a member of Oceaneering’s Board and its Chair on May 16, 2023. (2)The amounts shown are attributable entirely to annual retainers as described above. (3)The amounts reflect the aggregate grant date fair value of awards by us in 2023 related to restricted stock awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The aggregate number of restricted shares outstanding as of December 31, 2023, was 12,645 for Mr. McEvoy and 7,994 for each of our other nonemployee directors (the award to Mr. Collins vested in full upon his retirement from the Board on May 16, 2023). (4)The amount shown for each attributable perquisite or other personal benefit does not exceed the greater of $25,000 or 10% of the total amount of perquisites and other personal benefits received by any director. (5)The amounts shown for 2023 are attributable to the provision of excess liability insurance and premiums for a supplemental medical insurance plan. In addition, for Ms. Goodwin and Messrs. Collins, McEvoy, Murphy and Reinhardsen, perquisites and other personal benefits include premiums for a basic medical insurance plan provided by us.