DEF 14A of Oceaneering International Inc, Apr 2, 2026

DEF 14A of Oceaneering International Inc

Filed Apr 2, 2026 · FY20250000073756-26-000073

Open on EDGAR

  1. Directors

    Directors

  2. Directors

    | Board Composition and Succession Planning | 18 | | Biographical Information for Nominees and Continuing Directors | 20 | | Compensation of Directors | 30 |

  3. Directors

    Please see “Proposal 1: Election of Class I Directors” below for more information regarding our nominees for director. 18

  4. Biographical Information for Nominees and Continuing Directors

    Biographical Information for Nominees and Continuing Directors The following biographical disclosures are provided both for the nominees for election as Class I directors, Mr. William B. Berry, Ms. Reema Poddar and Mr. Jon Erik Reinhardsen, as well as the continuing directors of Oceaneering (ages are as of May 15, 2026).

  5. Biographical Information for Nominees and Continuing Directors

    | William B. Berry Independent Director, Class I | | | | Key Qualifications Mr. Berry contributes over five decades of leadership experience in the domestic and international oil and gas industry, with deep expertise in both onshore and offshore exploration and production, which significantly contributes to Board discussions on strategy and oversight of safe and productive operations across numerous global markets. His extensive knowledge of energy-focused customer needs provides valuable insights into Oceaneering’s key growth drivers, evolving capabilities, global footprint, and application of advanced technologies and high- performance standards within challenging environments. Select Skills •Energy Industry – Mr. Berry developed expertise in the energy industry over his extensive tenure as a corporate advisor and member of executive leadership teams, with a successful track record of aligning strategic priorities with the variable oilfield lifecycle and introducing innovative petroleum technologies to enhance efficiency. In his most recent role as CEO of an oil and natural gas company, Mr. Berry was responsible for securing the company’s entrance into new regions and overseeing its carbon capture investment efforts, which aligns with Oceaneering’s growth priorities. •Human Capital Management – Mr. Berry is well-known as an operational leader who prioritizes people development and workforce planning within a broad international talent pool for achievement of financial, safety, and operational goals. Professional Highlights Continental Resources, Inc. (formerly NYSE: CLR) – American oil and natural gas company •CEO (2020 – 2023), President (2022 – 2023) ConocoPhillips (NYSE: COP) and its predecessor, Phillips Petroleum Company – global energy exploration and production company •EVP, Exploration & Production (2003 – 2008) •President, Asia Pacific (2002) •SVP, Exploration & Production, Eurasia-Middle East (2001 – 2002) •VP, Exploration & Production, Eurasia (1998 – 2001) •VP, International Exploration & Production, New Ventures (1997) •China Country Manager, Worldwide Drilling and Production (1995 – 1997) •Various other positions of increasing leadership (1976 – 1995) | | Committee Membership: •Compensation Director Since: June 2016 Age: 73 | | | Education: •BS and MA, Petroleum Engineering, Mississippi State University Current Public Company Boards: •None Other Notable Boards / Affiliations: •Continental Resources, Inc. (formerly NYSE: CLR) (2014 – 2023) •Frank’s International N.V. (NYSE: FI) (2015 – 2020) •Teekay Corporation (NYSE: TK) (2012 – 2015) •Wilbros Group, Inc. (NYSE: WG) (2008 – 2014) •Access Midstream Partners, L.P. (formerly NYSE: ACMP) (2013 – 2014) •Woods Hole Oceanographic Institute (since 2024) •Hamm Institute of American Energy at Oklahoma State University (since 2022) •Mississippi State University Foundation, Board of Directors (2024 – 2026) | |

  6. Biographical Information for Nominees and Continuing Directors

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  7. Table of Contents

    | Reema Poddar Independent Director, Class I | | | | Key Qualifications Ms. Poddar brings extensive global experience in product and technology strategy, development, and delivery, accelerating digital transformation, cybersecurity, artificial intelligence, and emerging technologies. Her 30-year career includes executive and board roles for public, private, and start-up companies where she demonstrated expertise in enterprise risk management and held oversight responsibility for the full product innovation lifecycle from concept development to delivery, including her service as the first independent director for MeridianLink from 2021 through its acquisition in October 2025. Select Skills •Technology, AI, Robotics, & Cybersecurity – Ms. Poddar has extensive experience driving innovation in technology-focused companies. At Philips, she successfully launched AI-powered diagnostic and pathway informatics solutions to improve quality, promote efficiency, and enhance patient experience. She also led the product roadmap at an AI-integrated cybersecurity company, optimizing data privacy and compliance. At Teradata, she launched an AI-powered data and analytics SaaS platform on multiple cloud providers and oversaw the company’s corporate security, product strategy, go-to-market approach, and digital transformation. Ms. Poddar held a leadership role at GE in developing an AI/ML- driven Asset Performance Management cloud SaaS product with over $1 billion in sales. •Corporate Development and Strategy – At Koninklijke Philips, Ms. Poddar led strategic initiatives for its multi-billion dollar digital healthcare diagnostic informatics business, including transitioning operating models, developing portfolio roadmaps, and ensuring strategic alignment across divisions. She also orchestrated a $12 billion transformation in GE Healthcare P&L from on-premises to cloud-based services, delivering substantial value creation. •Human Capital Management – Ms. Poddar has fostered creativity, collaboration, and success with a variety of teams throughout her career. She has demonstrated a strong track record of recruiting and developing high-performance talent, particularly at Philips and Teradata, where she led large, multidisciplinary teams responsible for driving enterprise-wide technological innovation initiatives. Professional Highlights Koninklijke Philips N.V. (NYSE: PHG) – a multinational health technology company •EVP & General Manager, Diagnostic and Pathway Informatics Business (2022 – 2023) OptimEyes.AI – an AI-integrated cybersecurity software firm •Executive Head of Product Development (2020 – 2022) Teradata Corporation (NYSE: TDC) – an enterprise software company that builds connected, multi-cloud data platforms for enterprise analytics, AI, and data warehousing •EVP & Chief Development Officer (2019 – 2020) •EVP & Chief Product & Technology Officer (2018 – 2019) •SVP, Product Development (2017 – 2018) AdFender, Inc. – an advanced software privacy solutions company •Executive Head of Engineering & Operations (2016 – 2017) and Co-Founder (since 2010) General Electric Company (NYSE: GE) – a multinational conglomerate with aerospace, energy, healthcare, and finance divisions •Various leadership roles (2001 - 2016) | | Committee Membership: •Audit •Nominating, Corporate Governance & Sustainability Director Since: February 2024 Age: 58 | | | Education: •MS in Physics, Mahatma Gandhi University •MCA in Computer Science, Bangalore University •CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute, and the National Association of Corporate Directors Other Notable Boards / Affiliations: •MeridianLink Inc. (2021 - 2025) •Accion Labs Group Holdings, Inc., Director (since 2021) •OptimEyes.AI, Board of Advisors (since 2020) •Corporate Council Board of Advisors to the Dean of UC San Diego Jacobs School of Engineering, Director (2018 – 2020) | |

  8. Table of Contents

    | Jon Erik Reinhardsen Independent Director, Class I | | | | Key Qualifications Mr. Reinhardsen brings an extensive international perspective and knowledge of the global energy industry, with a focus on the subsea oilfield services industry and ensuring safe operations, as well as an understanding of customer perspectives from his roles with two of Oceaneering’s international clients. His significant financial and operational expertise, gained during a career spanning over 35 years in engineering, construction, and energy-related businesses, provides crucial insights to Board oversight of operational strategy. Select Skills •Maritime, Offshore and Admiralty – Developed through his significant leadership experience with offshore oil and gas services, including nine years as CEO of a subsurface marine technology company focused on evolving energy sector needs. He led the company through the financial crisis to become one of the preeminent firms in its industry, leveraging strategic marine fleet acquisitions and driving the integration of cutting-edge technology. •Global Business – Mr. Reinhardsen brings significant perspective on international operations given his long tenure in executive roles at global energy companies. As CEO of Petroleum Geo-Services ASA, headquartered in Norway, he was responsible for operations and assets on multiple continents. He also served as Executive Vice President and Deputy CEO of Aker Kvaerner’s oil and gas businesses, with operations in North and South America, Australia, and Asia Pacific. •Health, Safety, Security, and Environment – Mr. Reinhardsen has deep expertise overseeing health, safety, and environment programs in the oil and gas services industry. While CEO of PGS (as defined below), he achieved improvements in safety incident rates pursuing an ambitious goal to have industry-leading health, safety, environmental and quality performance. Mr. Reinhardsen also brings experience in environmental impact management and sustainability through his leadership roles with Aker Kvaerner, which was at the forefront in developing CO2 capture and storage technology. Professional Highlights Petroleum Geo-Services ASA (“PGS”) (formerly OSL: PGS, merged with TGS ASA in 2024) – an international company providing geophysical and geological services •CEO (2008 – 2017) Alcoa, Inc. (formerly NYSE: AA, split into Alcoa Corp. and Arconic Inc., now Howmet Aerospace, in 2016) – an American multinational industrial corporation •President, Global Primary Products Growth (2005 – 2008) Aker Solutions (formerly Aker Kvaerner and predecessor and affiliated companies) – an engineering and construction services company •Group EVP (operated from Houston) (2002 – 2005) •Various positions of increasing leadership (1983 – 2002) | | Committee Membership: •Compensation •Nominating, Corporate Governance & Sustainability (Chair) Director Since: October 2016 Age: 69 | | | Education: •MSc in Applied Mathematics and Geophysics, University of Bergen Current Public Company Boards: •Equinor ASA (NYSE: EQNR), Chair (since 2017) Other Notable Boards / Affiliations: •Baring Group, Chair (since 2023) •Telenor ASA (OSL: TEL.OS), Director (2014-2023) •Borregaard ASA (OSL: BRG), Director (2016 – 2018) •Cameron International Corporation (formerly NYSE: CAM), Director (2009 – 2016) | |

  9. Table of Contents

    | Karen H. Beachy Independent Director, Class II | | | | Key Qualifications Ms. Beachy brings over 30 years’ experience in strategy implementation, corporate and business development, supply chain management, public policy, energy transition, risk management, and stakeholder engagement. Select Skills •Energy Industry – Ms. Beachy has demonstrated a strong track record of innovation and strategic transformation to reduce the carbon intensity of various energy supply sources, including Renewable Natural Gas (RNG) and Liquefied Natural Gas (LNG), carbon capture and sequestration, hydrogen and electrification of operations. More recently, she has served as an advisor to corporate clients on the transition to clean energy and smart grid technology. •Logistics, Industrial & Manufacturing – Gained during her executive leadership roles in supply chain logistics and energy procurement, most notably at Black Hills Corp, Ms. Beachy led the supply chain function, overseeing strategic planning, merger integrations, cost and third-party risk management, including cybersecurity, to enhance operational efficiencies and strategic sourcing capabilities. Additionally, Ms. Beachy brings international procurement experience developed through her experience working with a German electric utility, where she oversaw LNG procurement. •Government Contracting – Ms. Beachy’s leadership roles in the highly regulated energy and utility industries have equipped her with a comprehensive understanding of federal and state regulatory frameworks, and insights into the priorities of public agencies and stakeholders. Further, she brings a valuable perspective developed through her successful track record of developing strategic partnerships with government agencies. Professional Highlights Think B3 Consulting, LLC – a consulting firm providing strategic and business planning advisory services •Principal Consultant & Founder (since 2021) The Alliance Risk Group, LLC – a consulting firm providing risk management and capital efficiency advisory services to the energy sector •Associate (2022 – 2024) Black Hills Corp. (NYSE: BKH) – an electric and gas utility company •SVP, Growth & Strategy (2019 – 2020) •VP, Growth & Strategy (2018 – 2019) •VP (2016 – 2018) •Director, Supply Chain (2014 – 2016) Vectren Corp. (formerly NYSE: VVC, merged with CenterPoint Energy, Inc. in 2019) – a natural gas and electricity holding company •Leadership roles in operations and sourcing (2010 – 2014) J. J. Y. Legner Associates •Business Development Consultant (2009 – 2010) Ignite Business Solutions – Owner •Consultant (2008 – 2010) LG&E Energy Corporation (acquired by PPL Corp. in 2010) and predecessors LG&E and KU Energy LLC – an electric and natural gas utility company •LNG Project Manager: Expat Assignment, Germany (2007 – 2008) •Change Management Architect: Special Assignment (2006 – 2006) •Manager, Supplier Diversity (2003 – 2006) •Operations Manager, Elizabethtown & Shelbyville (2000 – 2003) •Supervisory Underground Construction & Maintenance (1998 – 2000) •Product Manager, Telecommunications Products (1997 – 1998) | | Committee Membership: •Audit •Compensation Director Since: January 2021 Age: 55 | | | Education: •BS in Political Science and MS in Marketing, Purdue University Current Public Company Boards: •Pangaea Logistics Solutions Ltd.(NASDAQ: PANL) (since 2022) | |

  10. Table of Contents

    | Deanna L. Goodwin Independent Director, Class II | | | | Key Qualifications Ms. Goodwin brings to the Board almost 40 years of executive and board experience in the oil and gas products and services industry and for international public companies. Her expertise in operations and risk management in offshore engineering, manufacturing, and construction as well as significant public accounting and auditing background, strengthens the Board’s oversight of Oceaneering’s financial strategy and reporting. Select Skills •Financial Management – Developed throughout her divisional CFO roles at public companies, leadership positions at a leading global accounting and consulting firm, and as a chartered professional accountant, Ms. Goodwin has critical industry-specific experience in capital markets, capital deployment in asset intensive industries, financial strategy, P&L, budgeting, financial reporting and accounting, and audit and related assurances. •Risk Management – In her role as a regional President at Veritas DGC, Ms. Goodwin was responsible for developing and implementing strategies to mitigate cyclical energy-specific financial and operational risks. She also has experience managing risks associated with major international transactions, leading Technip’s $1.3 billion acquisition of Global Industries, which substantially expanded the company’s subsea market, and leading the global integration team in driving strategic organizational design, change management, and operational control. Professional Highlights Technip SA (formerly XPAR: TEC, merged with FMC Technologies in 2017) – a leading global provider of engineering and construction services for the offshore and onshore energy sector •President, North America (2013-2017) •COO, Offshore (2012-2013) •SVP, Operations Integration of Global Industries (2011-2012) •SVP & CFO, Technip USA (2008-2011) Veritas DGC, Inc. (formerly NYSE: VTS) – a leading provider of geophysical information and services to the petroleum industry •President, Western Hemisphere (2007 – 2008) •President, Land (2004 – 2006) •SVP, Operations (2003 – 2004) •VP, US Land Library (2001 – 2002) •CFO & VP, Land Division (1996 – 2001) •Manager, Financial Reporting (1993 – 1995) Price Waterhouse (now Price WaterhouseCoopers LLP), an audit, assurance, consulting and tax accounting firm •Various positions of increasing leadership (1987 – 1993) | | Committee Membership: •Compensation (Chair) •Audit Director Since: February 2018 Age: 61 | | | Education: •B. Comm, Accounting, University of Calgary Current Public Company Boards: •Kosmos Energy Ltd. (NYSE: KOS) (since 2018) •Arcadis NV (OTCMKTS: ARCAY) (since 2016) Other Notable Boards / Affiliations: •Chartered Professional Accountants of Canada, Member | |

  11. Table of Contents

    | Steven A. Webster Independent Director, Class II | | | | Key Qualifications Mr. Webster possesses extensive knowledge of the energy industry gained from decades of experience in onshore and offshore oil and gas exploration and production, and oilfield services. He provides the Board with deep expertise in financial management and strategy, drawing on over 30 years in private equity and investment, as well as significant business leadership skills developed through his roles as a CEO and as director of various public and private companies. Select Skills •Corporate Development and Strategy – Mr. Webster successfully drove corporate strategy at oil and gas companies, most notably as Co-Founder and CEO of R&B Falcon Corp., which he grew from a single-rig drilling contractor to one of the world’s largest offshore drilling companies through consolidation and strategic growth initiatives. As a Managing Partner at Avista and AEC Partners, he has advised on a range of successful mergers, acquisitions, and IPOs, positioning his clients for growth. Over his career, he has co-founded or been a lead investor in numerous successful energy ventures, including Carrizo Oil and Gas, R&B Falcon, Grey Wolf, Hercules Offshore, Laredo Energy, Peregrine Oil & Gas, and Union Drilling. •Financial Management – Developed significant expertise in capital allocation and financing strategies, financial reporting, and strategic financial planning during his extensive experience in venture capital and private equity investing, including co-founding a private equity firm in 2005. Mr. Webster also possesses unique perspectives on maximizing shareholder value in a cyclical energy sector with deep understanding of the global energy sector environment. •Risk Management – Acquired through his experiences serving as CEO of two leading companies in the offshore oil and gas exploration sector, Mr. Webster has a strong track record overseeing and developing effective mitigation strategies for operational and financial risks in dynamic energy markets. He also provides insights into best practices for managing environmental impact risks and building a strong safety culture across the enterprise, contributing to the Board his deep knowledge of regulatory compliance matters specific to our industry. Professional Highlights AEC Partners, L.P. – a private equity firm investing in the energy sector •Managing Partner (since 2018) Avista Capital Partners, L.P. – a private equity firm investing in the healthcare sector •Co-Founder (since 2005), Managing Partner (2005 – 2018) Global Energy Partners, Ltd. – an affiliate of DLJ Merchant Banking and CSFB Private Equity focused on investing in the energy sector •Managing Partner (2000 – 2005) Carrizo Oil & Gas (NASDAQ: CRZO) – an energy exploration, development and oil and gas production company •Chair & Co-Founder (1993 – 2019) R&B Falcon Corp. (formerly NYSE: FLC, acquired by Transocean Sedco Forex Inc. in 2000) and its predecessor, Falcon Drilling Company – an offshore drilling company •Chair, CEO, & Founder (1988 –1999) | | Committee Membership: •Nominating, Corporate Governance & Sustainability Director Since: March 2015 Age: 74 | | | Education: •BS in Industrial Management, Purdue University •MBA, Harvard University Current Public Company Boards: •Camden Property Trust (NYSE: CPT) (since 1993) Other Notable Boards / Affiliations: •Enterprise Offshore Drilling, Director (since 2017) •Callon Petroleum Company (formerly NYSE: CPE, acquired by APA Corporation in 2024) and its predecessor Carrizo Oil & Gas, Director (1993 – 2024) •ERA Group Inc. (formerly NYSE: ERA, acquired by Bristow Group, Inc. in 2020), Director (2013 – 2020) •Basic Energy Services, Inc., (formerly NYSE: BAS) Chair (2000 – 2016) | |

  12. Table of Contents

    | Roger W. Jenkins Independent Director, Class III | | | | Key Qualifications Mr. Jenkins has more than four decades of operational, strategic, and risk management leadership in the global energy industry. His experience includes executive oversight of offshore and deepwater operations, capital‑intensive asset portfolios, and highly regulated international businesses. Having led a large public company through multiple commodity and economic cycles, Mr. Jenkins provides the Board with a valuable perspective on safety, operational excellence, disciplined capital allocation, and enterprise risk management in a dynamic industry. Select Skills •Maritime, Offshore & Admiralty – As President and Chief Executive Officer of Murphy Oil Corporation, Mr. Jenkins was responsible for global offshore and onshore operations, with a strong focus on safety performance, operational reliability, and compliance across complex environments. •Corporate Development & Strategy – Mr. Jenkins led long‑term strategic planning, portfolio optimization, and capital investment decisions, including the development of major offshore projects such as the Kikeh Field offshore Malaysia and expansion in the U.S. Gulf during his time at Murphy Oil Corporation. •Risk Management – Through his service on the boards of public companies in both the energy and financial services sectors, including his current role on the Risk and Technology Committees of the Board of Directors of Regions Financial Corporation, Mr. Jenkins has developed deep expertise in enterprise risk management, financial oversight, and corporate governance. Professional Highlights Murphy Oil Corporation •President, Chief Executive Officer, and Board of Directors (2013 – 2024) •Chief Operating Officer (2012 – 2013) •President, Exploration & Production (2009 – 2013) •Various leadership roles (2001 – 2009) Texaco Inc. •Various Engineering and Operational Leadership Roles (1984 – 2001) | | Committee Membership: •Compensation Director Since: January 2026 Age: 64 | | | Education: •BS, Petroleum Engineering, Louisiana State University •MBA, A. B. Freeman School of Business, Tulane University Current Public Company Boards: •Regions Financial Corporation and Regions Bank (NYSE: RF) (since 2025) Other Notable Boards / Affiliations: •Murphy Oil Corporation, (NYSE: MUR) Board of Directors (2013 – 2024) •Noble Corporation, (NYSE: NE) Director (2018 – 2020) •American Petroleum Institute, Director (2013 – 2024) •Louisiana State University Foundation, Board of Directors (2016 – present, Chair 2022 – 2024) | |

  13. Table of Contents

    | Roderick A. Larson President, Chief Executive Officer, and Director, Class III | | | | Key Qualifications Mr. Larson has in-depth knowledge of our business and the energy industry, gained from nearly three decades of experience in the oilfield services sector, including leading the strategic evolution of energy companies in response to changing market conditions, driving business expansion into new geographies and markets, and spearheading advanced technological innovation. Select Skills •Energy Industry – Mr. Larson contributes to the Board his deep understanding of Oceaneering’s strategy, operational priorities, and valuable insights into market dynamics and growth opportunities. Prior to joining Oceaneering, he held several leadership positions at Baker Hughes, where he developed a strong track record of successfully managing large-scale operations and delivering exceptional results across global markets. His early career roles as operations manager and field engineer for an oilfield services company in the U.S. and Venezuela provided him with foundational technical and operational skills. •Corporate Development and Strategy – Throughout his tenure at Oceaneering, he has been instrumental in guiding the Company through periods of significant growth and transformation. His efforts, including the acquisition of Ecosse Subsea Systems, have expanded the Company’s offshore renewable energy capabilities, and have consistently positioned Oceaneering at the forefront of technological advancement in engineered services to provide comprehensive service to the offshore energy industry. •Government Contracting – Developed through his extensive experience managing contracts and delivering services to government agencies, Mr. Larson possesses in- depth knowledge of government stakeholders and procurement regulations, including budgeting, cost accounting and financial reporting specific for government contracts. His expertise in compliance with regulations governing sensitive projects enhance Board’s oversight of Oceaneering’s Aerospace and Defense business. Professional Highlights Oceaneering International, Inc. (NYSE: OII) •President & CEO (since 2017) •President & COO (2015 – 2016) •SVP (2012 – 2015) Baker Hughes Company (NASDAQ: BKR) – a leading global oilfield services company •President, Latin America (2011 – 2012) •VP, Operations, Gulf of Mexico Region (2009 – 2011) •Gulf Coast Area Manager (2007 – 2009) •Special Projects Leader Technical Training (2006 – 2007) | | Committee Membership: N/A Director Since: May 2017 Age: 59 | | | Education: •BS in Electrical Engineering, North Dakota State University •MBA, Jones Graduate School of Business, Rice University Current Public Company Boards: •NPK International Inc. (NYSE: NPKI) (since 2014) Other Notable Boards / Affiliations: •National Ocean Industries Association, Director (since 2018) •American Petroleum Institute, Director (since 2017) •Energy Workforce and Technology Council, Chair (2021) | |

  14. Table of Contents

    | M. Kevin McEvoy Board Chair, Class III | | | | Key Qualifications Mr. McEvoy brings to our Board a comprehensive understanding of Oceaneering and its businesses gained through his decades of service with the Company, including as our former CEO and in leadership roles in each of our business segments (including three international assignments). His role as lead independent director for a publicly traded company in the construction industry has also equipped him with deep expertise in corporate governance and strategy oversight, including matters related to public policy, energy transition, risk management, and stakeholder engagement. Select Skills •Government Contracting – Acquired deep expertise in Oceaneering’s government contracting activities, including contract management, regulatory compliance, and stakeholder engagement through his nearly four decades with the Company, including six years as CEO. Mr. McEvoy’s significant knowledge of the government procurement process as well as the priorities of government stakeholders provide the Board with useful insights related to oversight of programs in our ADTech business. •Maritime, Offshore and Admiralty – Developed a deep expertise in offshore and maritime operations through his more than 45 years of experience in offshore, diving, and other subsea and marine-related activities, primarily in oilfield-related areas, with significant international exposure. Mr. McEvoy developed a solid foundation in maritime operations from his early career service with the Navy, where he was engaged in diving, salvage, and submarine rescue activities. •Health, Safety, Security, and Environment – Mr. McEvoy’s history of operational leadership and business development with Oceaneering, including as COO and as an instrumental leader in developing three of our five business segments, has provided him with significant experience in health, safety, security and environmental management in complex environments. Throughout his tenure, he maintained a strong focus on safety and environmental performance, with Oceaneering recognized for its safety practices in 2016 with an award from the National Ocean Industries Association. Professional Highlights Oceaneering International, Inc. (NYSE: OII) •CEO (2011 – 2017) •President (2011 – 2015) •COO (2010 – 2011) •EVP (2006 – 2010) •SVP, Western Region (2000 – 2006) U.S. Navy •Diving & Salvage Officer (1972 – 1976) | | Committee Membership: N/A Director Since: May 2011 Age: 75 | | | Education: •MBA, Texas A&M University •CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute, and the National Association of Corporate Directors Current Public Company Boards: •EMCOR Group, Inc. (NYSE: EME), Lead Independent Director (since 2016) Other Notable Boards / Affiliations: •National Ocean Industries Association, Chairman (2016 – 2017) | |

  15. Table of Contents

    | Paul B. Murphy, Jr. Independent Director, Class III | | | | Key Qualifications Mr. Murphy brings considerable experience and perspective through his executive officer roles with financial institutions that forged strong partnerships with energy companies. With over 43 years of business and entrepreneurial experience in the financial services industry including 23 years as a CEO, and with over 25 years of experience as a public company director, Mr. Murphy provides valuable perspectives on financial strategy, corporate development, core growth, risk control and many other aspects of running a business. Select Skills •Corporate Development and Strategy – Mr. Murphy played a key role in forming Cadence Bank raising $1 billion capital and assembling an experienced management team. He oversaw the bank’s NYSE 2017 IPO and its merger with BancorpSouth Bank in 2021. During Mr. Murphy's tenure at Cadence, the company grew to over $18 billion in assets. During his tenure as CEO of Amegy Bank, the company grew from less than $100 million in assets to more than $10 billion. During his 20 years there, the company went public on NASDAQ, successfully executing integration of multiple strategic acquisitions and sold to Zions Bancorp in 2005. •Financial Management – Through his senior executive leadership roles with several commercial banks, Mr. Murphy developed significant expertise in financial reporting, investment analysis, capital financing strategies and regulatory compliance. As CEO of Amegy Bank, a regional bank in Texas with strong partnerships with energy companies and a robust energy banking business, Mr. Murphy gained particular expertise in the energy sector, focusing on specialized lending products for the energy companies. He continued to work with energy companies during his tenure at Cadence Bank. •Risk Management – Mr. Murphy demonstrated strong risk management skills throughout his career, including navigating complex financial landscapes, optimizing asset growth strategies, and assessing strategic acquisitions, which delivered substantial returns to investors. Through his financial industry career, Mr. Murphy gained significant expertise in risk management, helping energy companies successfully navigate the cyclical and changing nature of the energy markets. Professional Highlights Cadence Bank (NYSE: CADE) and its predecessors Cadence Bancorporation and Cadence Bank, N.A. – an American commercial bank •Executive Vice Chairman (2021 - 2023) •Chairman & CEO (2011 – 2021) •CEO (2010 – 2011) Amegy Bank of Texas (acquired by Zions Bank in 2005) – a leading regional bank •CEO (2000 – 2009) •President (1996 – 2000) •EVP (1990 – 1996) Allied Bank of Texas (acquired by First Interstate in 1987) – a Houston-based regional bank •VP (1981 – 1989) | | Committee Membership: •Audit (Chair) •Nominating, Corporate Governance & Sustainability Director Since: August 2012 Age: 66 | | | Education: •BS, Banking and Finance, Mississippi State University •MBA, University of Texas at Austin Current Public Company Boards: •Natural Resource Partners L.P. (NYSE: NRP) (since 2018) Other Notable Boards / Affiliations: •Murphy Interests, founder (2023) •Cadence Bank, Director (NYSE: CADE) (2011 – 2023) •Amegy Bank of Texas, Director (1994 – 2009) •Hines REIT, Director (2008 – 2017) •Houston Branch of the Federal Reserve Bank of Dallas, Director (2009 – 2016) | |

  16. Compensation of Directors

    Compensation of Directors Our nonemployee directors receive annual cash retainers and awards of restricted stock as compensation for their service. All nonemployee directors receive an equal cash retainer for their service on the Board, and additional retainers are paid for service in additional roles, such as committee member, committee chair, and board chair. The aggregate of the total direct compensation for nonemployee directors is targeted at the middle range of the Compensation Peer Group (as defined below), as assessed by the Compensation Consultant and recommended by the Compensation Committee. The Board has indicated its intent to approve cash retainers comprising approximately one-third, and restricted stock awards (in terms of grant-date fair value) comprising approximately two-thirds, of the total direct compensation of our nonemployee directors. For 2025, the Board approved annual cash retainers for our nonemployee directors, payable in quarterly installments, of $132,000 for the Chair and $97,000 for each of our other nonemployee directors. For 2025, the Board also approved additional annual cash retainers, payable in quarterly installments, of (i) $30,000 to the chair and $10,000 to each member of the Audit Committee, (ii) $20,000 to the chair and $10,000 to each member of the Compensation Committee and (iii) $10,000 to the chair and $5,000 to each member of the Nominating, Corporate Governance & Sustainability Committee. Mr. Larson, our Chief Executive Officer, does not receive separate compensation for his service as a director. See the “Summary Compensation Table” above for information concerning the compensation paid to Mr. Larson. During 2025, besides payment of annual retainers, nonemployee directors are reimbursed for their travel and other expenses involved in attendance at Board and committee meetings and activities, including certain continuing education expenses. In 2025, our nonemployee directors were awarded shares of restricted stock under our Incentive Plan (as defined below) with a target value of $250,000 for Mr. McEvoy and $170,000 for the other nonemployee directors. Based on the share price used to size the awards, Mr. McEvoy received 14,245 shares, and each of our other nonemployee directors received 9,687 shares. The awards were subject to (1) possible earlier vesting on a change of control or the termination of the director’s service due to death, and (2) such other terms as were set forth in the award agreements with the respective directors. For information about stock ownership guidelines for nonemployee directors, see “Compensation Discussion & Analysis — Stock Ownership Guidelines.”

  17. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation of our nonemployee directors for the year ended December 31, 2025. Director Roger W. Jenkins is omitted, as he was elected to the Board in 2026.

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | M. Kevin McEvoy | 132,000 | 271,510 | — | — | 403,510 | | Karen H. Beachy | 117,000 | 184,634 | — | — | 301,634 | | William B. Berry | 107,000 | 184,634 | — | — | 291,634 | | Deanna L. Goodwin | 127,000 | 184,634 | — | — | 311,634 | | Paul B. Murphy, Jr. | 132,000 | 184,634 | — | — | 316,634 | | Reema Poddar | 109,500 | 184,634 | — | — | 294,134 | | Jon Erik Reinhardsen | 112,000 | 184,634 | — | — | 296,634 | | Steven A. Webster | 107,000 | 184,634 | — | — | 291,634 |

  19. Director Compensation Table

    (1)The amounts shown are attributable entirely to annual retainers as described above. (2)The amounts reflect the aggregate grant date fair value of the restricted stock awards granted to our nonemployee directors in 2025, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 - Employee Benefit Plans to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The aggregate number of restricted shares outstanding as of December 31, 2025, was 14,245 for Mr. McEvoy and 9,687 for each of our other nonemployee directors. 31

  20. Compensation Discussion & Analysis

    This CD&A also includes information regarding, among other things, the objectives of our compensation program, the achievements that the compensation program is designed to reward, the elements of the compensation program (including the reasons why we employ each element and how we determine amounts paid) and how each element fits into our overall compensation objectives. As used in this CD&A, references to the “Committee” mean the Compensation Committee of our Board. Beginning with the 2026 long-term incentive awards, the Compensation Committee approved several program enhancements to further align executive compensation with stockholder interests and market practice: •Introduced stock-denominated, stock-settled performance stock units (PSUs) in place of the prior cash- denominated, cash-settled long-term performance awards to strengthen alignment between executive pay outcomes and stockholder value creation; and •Adopted three-year ratable vesting for time-based RSU awards to better reflect competitive market practice and support ongoing retention objectives.

  21. Compensation Philosophy and Objectives

    | Our compensation programs are tied to performance and motivate our key executives. | •Performance measured against financial and other key performance objectives. •Balances long-term and short-term performance to promote stockholder value. •Incentive compensation forms a significant part of key executives’ total direct compensation. | | Our compensation programs encourage our leaders to make decisions aligned with stockholder value. | •87% of CEO’s total target direct compensation is at risk and tied to our delivery of short- and long-term stockholder value. •Our executives are subject to stock ownership guidelines, requiring them to own shares of our Common Stock having a market value or cost basis not less than a multiple of their base salary. The minimum holding requirement for our CEO is five times his base salary. | | Our compensation programs are designed to attract and retain the best leaders. | •Our compensation programs are competitive and benchmarked against industry market data and information from our compensation peer group. •Long-term incentives help us retain key executives, who have a keen understanding of our services and products in the markets we serve, and who maintain strong customer relationships over time. •Our compensation programs fairly reward performance and service across volatile market cycles. |

  22. The Role of the Compensation Committee

    The Role of the Compensation Committee The Committee has the primary authority to establish compensation for our executive officers (including the Named Executive Officers) and other key employees and administers all our executive compensation programs and agreements. The Committee annually reviews and approves corporate goals and objectives and sets the compensation levels for our executive officers based on the Committee’s evaluation. Our Chief Executive Officer assists the Committee by providing annual recommendations regarding the compensation of our executive officers and other key employees, excluding himself. The Committee can exercise its discretion in modifying or accepting these recommendations. The Chief Executive Officer, Chief Human Resources Officer, and Chief Legal Officer attend Committee meetings. However, the Committee also meets in executive session without members of management present. The Committee reviews comparative compensation information compiled by a compensation consultant as described in “— The Role of the Compensation Consultant” below. Comparative compensation information, however, is only one factor used by the Committee in making its compensation decisions, and the Committee does not base its decisions on targeting any compensation to specific pre-determined benchmarks. Overall, our compensation program for the Named Executive Officers is intended to create a total compensation opportunity that, on average, is competitive with the median of a peer group and survey data identified by the Compensation Consultant, as discussed in “— Compensation Benchmarking” below. For additional information regarding the role and responsibility of the Committee, please see “Board and Committee Structure — Compensation Committee” above.

  23. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Committee has the authority to engage a compensation consultant, outside legal counsel, and other advisors, in its sole discretion, to assist the Committee in the discharge of its duties and responsibilities. As noted in “Board and Committee Structure — Compensation Committee” above, for the current compensation cycle, the Committee continued to retain 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, termination benefits and perquisites of the Named Executive Officers and other key employees, relative to data disclosed in proxy statements and other filings with the SEC by the peer group of companies and survey data; •conduct a pay-for-performance analysis to assess the alignment of amounts realized from our executive compensation program and performance for Oceaneering and the peer group of companies identified; •assess Oceaneering’s incentive structure for executive officers and the alignment of that structure with Oceaneering’s compensation philosophy and objectives; •assess Oceaneering’s compensation for nonemployee directors relative to market practices, including the compensation programs of a peer group of companies; and •assist the Committee in its duties with respect to the compensation of our executives, nonemployee directors, and other key employees. The Committee has engaged Meridian since 2015 to provide similar assistance to the Committee with respect to the compensation of our executive officers and nonemployee directors. The decision to engage the Compensation Consultant and approval of its compensation and other terms of engagement were made by the Committee without reliance on any recommendation of management. The Compensation Consultant’s only work for Oceaneering for the current compensation cycle, as in prior cycles, was at the direction of the Committee. The Committee considered this and other factors in its recent assessment of the independence of the Compensation Consultant and concluded that the Compensation Consultant’s work for the Committee does not raise any conflict of interest issues. To assist the Committee in setting compensation of the Named Executive Officers for 2025, the Compensation Consultant assessed the competitiveness of Oceaneering’s executive compensation program relative to industry benchmarks, and the alignment of that program with Oceaneering’s compensation philosophy and objectives, and advised that: •certain changes to the peer group were recommended for consideration by the Committee in setting the compensation of the Named Executive Officers (see “— Compensation Peer Group” below); •our mix of salary, bonus and long-term incentives for Named Executive Officers aligns closely with our peers; and •amounts realized from our executive compensation program were generally aligned with Oceaneering’s performance. 36

  24. Compensation Peer Group

    Compensation Peer Group The Compensation Consultant assessed the peer group of companies (the “Compensation Peer Group”) used for comparison purposes in the prior year’s review to recommend any changes for purposes of determining the 2025 compensation of the Named Executive Officers. The companies included in the Compensation Peer Group were approved for inclusion by the Committee primarily due to: their operational focus in broadly comparable industries, notably the oilfield services industry; their comparable size (typically 0.3 to 3.0 times Oceaneering’s annual revenue and enterprise value); and the belief that we compete with many of these companies for talent and for stockholder investment. The table below sets forth the companies (besides Oceaneering) comprising the Compensation Peer Group, for purposes of determining the 2025 compensation of the Named Executive Officers.

  25. Compensation Peer Group

    | ChampionX Corporation | Flowserve Corporation | DNOW, Inc. | | Chart Industries, Inc. | Helix Energy Solutions Group, Inc. | Oil States International, Inc. | | Dril-Quip, Inc. (1) | Helmerich & Payne, Inc. | Transocean Ltd. | | Expro Group Holdings N.V. | Noble Corporation | Weatherford International plc |

  26. Compensation Peer Group

    (1)Dril-Quip, Inc. was included in the Compensation Peer Group at the time it was approved and used for determining 2025 compensation; the company subsequently merged with Innovex Downhole Solutions, Inc. and the combined company assumed the name of Innovex International, Inc. As of October 31, 2024, when the analysis was completed, Oceaneering was positioned slightly below the median of the Compensation Peer Group in terms of revenue and between the 25th percentile and the median of the Compensation Peer Group in terms of enterprise value. As in prior years, the Compensation Consultant also analyzed survey data beyond the Compensation Peer Group for the Committee’s consideration. For 2025, the survey data was obtained from the Equilar Top 25 Survey (the “Compensation Survey Data”), representing a custom group of energy-related and manufacturing companies of comparable size in terms of revenue and enterprise value. As of October 31, 2024 when the analysis of the Compensation Survey Data was completed, Oceaneering was positioned slightly above the median in terms of revenue and between the 25th percentile and median in terms of enterprise value.

  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 (as discussed in “— The Role of the Compensation Consultant” above). In its analysis, the Compensation Consultant identified the 25th, 50th and 75th percentiles for each of our executive officers based on position and pay rank, considering base salary and target values for annual bonus and long-term incentive compensation, individually and in the aggregate. The Compensation Consultant identified these percentiles from (1) information disclosed in relevant filings with the SEC by the companies comprising the Compensation Peer Group and (2) the Compensation Survey Data. The Compensation Consultant provided this and other information to the Committee at the Committee’s regularly scheduled meetings in the fourth quarter of 2024 and first quarter of 2025 to assist with the establishment of 2025 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. Pay for Performance

    Pay for Performance As described further in “— Executive Compensation Components” under the headings “Annual Incentive Awards Paid in Cash” and “Long-Term Incentive Compensation” below, a significant portion of the total direct compensation of our Named Executive Officers is delivered through variable compensation elements that are tied to financial performance goals in our annual cash bonus and long-term performance unit programs, as well as stockholder return and safety objectives. 37

  29. Executive Compensation Components

    | For 2025, the primary components of our compensation program for Named Executive Officers were: | | | | | | | | Annual base salary | Annual incentive awards paid in cash | Long-term incentive awards (comprised of restricted stock units and performance units) | | Our Named Executive Officers also receive certain retirement benefits, which comprised a relatively small percentage of compensation, as further described under “— Post-Employment Compensation Programs — Retirement Plans” below. | | |

  30. Executive Compensation Components

    | Oceaneering CEO | Peer Company CEOs | | | |

  31. 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 stockholder-approved incentive plan for executive officers and certain other employees (our “Incentive Plan”). Around that time, the Committee also approves the final bonus amounts payable under the Annual Cash Bonus Program for the immediately preceding year. In February 2025, the Committee approved the Annual Cash Bonus Program for 2025. For each Named Executive Officer, the bonus opportunity was measured by 2025 Adjusted EBITDA (as defined below), 2025 Free Cash Flow (as defined below), and safety and environmental goals for calendar year 2025, as follows:

  32. 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 or write-offs of assets; corporate restructuring expenses; and other unusual items; in each case, as may be approved by the Committee (“2025 Adjusted EBITDA”). | | Free Cash Flow | 25% | Net cash provided by Oceaneering’s operating activities less purchases of property and equipment for such year (e.g., organic capital expenditures, which exclude those incurred in business acquisitions) (“2025 Free Cash Flow”). | | Safety | 10% | Verification of safety-critical controls, the elimination of hazards through engineered improvements and the implementation of safety-related corrective actions and process improvements. | | Environmental | 5% | Activities focused on ensuring environmental resiliency of our operations. |

  33. Annual Incentive Awards Paid in Cash

    The cash payout opportunity under the program for each Named Executive Officer was a specified percentage of their 2025 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 2025, the plan amount for our 2025 Adjusted EBITDA was $405 million and for our 2025 Free Cash Flow was $120 million, which reflected our forecast assumptions of expected demand and stable-to-improving pricing for our services and products, the timing of cash payments related to certain projects and the achievement of operational and cost improvements in 2025. The target bonus opportunity was payable upon achievement of our plan amount. 39

  34. Table of Contents

    | Name | Target Bonus Award (as a Percentage of Base Salary) | | Roderick A. Larson | 125% | | Alan R. Curtis | 90% | | Benjamin M. Laura | 75% | | Jennifer F. Simons | 75% | | Martin J. McDonald | 70% |

  35. Table of Contents

    | 2025 Annual Cash Bonus Program | % of 2025 Adjusted EBITDA Target | % of 2025 Free Cash Flow Target | % of 2025 Safety Target | % of 2025 Environmental Target | % of 2025 Overall Target | | Performance | 98% | 173% | 110% | 100% | — | | Payout | 96% | 200% | 110% | 100% | 124% |

  36. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year from 2006 to 2025, the Committee used annual long-term incentive awards of restricted stock units, which are settled in shares of our Common Stock, and performance-based awards of performance units, which are paid (to the extent earned) in cash, as employee compensation elements for our executive officers and other employees. For a summary of the changes to the annual long-term incentive awards approved by the Committee in February 2026, see below under “2026 Annual Long-Term Incentive Awards”. The Committee established the following objectives for our long-term incentive program: •deliver competitive economic value; •manage annual share utilization; 40

  37. Table of Contents

    | Name | Target LTI Award (as a Percentage of Base Salary) | Dollar Value of Target Total Long-Term Incentive Award | Dollar Value of Target RSU Award | Number of Shares Underlying Target RSU Award (1) | Dollar Value of Target Performance Unit Awards | | Roderick A. Larson | 516% | $4,700,000 | $2,350,000 | 91,797 | $2,350,000 | | Alan R. Curtis | 300% | $1,510,500 | $755,250 | 29,502 | $755,250 | | Benjamin M. Laura | 200% | $945,200 | $472,600 | 18,461 | $472,600 | | Jennifer F. Simons | 200% | $907,200 | $453,600 | 17,719 | $453,600 | | Martin J. McDonald | 145% | $587,975 | $293,988 | 11,484 | $293,987 |

  38. 2025 Restricted Stock Units

    2025 Restricted Stock Units Each restricted stock unit awarded in February 2025 represents the equivalent of one share of our Common Stock but carries no voting or dividend rights. Settlement of vested restricted stock units will be made in shares of our Common Stock, with some shares withheld to satisfy tax withholding requirements, as soon as administratively practicable following the third anniversary of the grant date or certain terminations of employment (as described in “Potential Payments on Termination or Change of Control” below). The Committee determines the target value of the restricted stock unit award based on a fixed percentage of the Named Executive Officer’s salary, which is then divided by the average closing price of Oceaneering’s Common Stock on the New York Stock Exchange over a period of 20 trading days preceding the Committee’s approval of the award (the “Reference Price”) to determine the number of restricted stock units granted. The Reference Price may differ from the aggregate grant-date fair value of restricted stock units awarded to the Named Executive Officers, which is reflected in the “Stock Awards” column of 41

  39. 2025-2027 Performance Units

    2025-2027 Performance Units Each performance unit awarded in February 2025 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 2025 are based on (1) Cumulative Adjusted EBITDA (which is the sum of Adjusted EBITDA (as defined for purposes of our 2025 Annual Cash Bonus program) for each of the three calendar years in the performance period) and (2) Total Shareholder Return or “TSR” (as defined in the award agreement) relative to a performance peer group selected by the Committee in consultation with the Compensation Consultant (“Relative TSR”), in each case over the three-year period from January 1, 2025, through December 31, 2027 (the “Performance Period”). Those measures were selected because of the Committee’s belief that they have a strong correlation to the creation of stockholder value. The target amount of Cumulative Adjusted EBITDA during the three-year Performance Period was selected because it was three times the 2025 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. 2025-2027 Performance Units

    | Performance Measures | Weight | Threshold | Target | Maximum | | Cumulative Adjusted EBITDA | 70% | $972 million | $1,215 million | $1,823 million | | Relative TSR | 30% | 30th Percentile | 50th Percentile | Above 90th Percentile | | Payout as a % of Target (1) | — | 50% | 100% | 200% |

  41. 2025-2027 Performance Units

    (1) A final value of zero is attributed to below-threshold performance of either performance measure. Each performance unit has a target value of $100 and the final value of each performance unit may range from $0 to $200, with the threshold, target, and maximum levels of achievement of the performance goals valued at $50, $100, and $200, respectively. The actual final value of vested performance units will be determined by the Committee and payable in cash. Regardless of the actual final value determined, if Oceaneering’s TSR for the Performance Period is negative, then the amount attributable to Relative TSR may not exceed the target level. The estimated future payout of the performance unit awards to Named Executive Officers, if each of the performance measures is achieved at the threshold, target, or maximum level, is reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of Plan-Based Awards” table below. Settlement of vested performance units is made in cash as soon as administratively practicable following the third anniversary of the grant date or, if earlier, certain terminations of employment (as described in “Potential Payments on Termination or Change of Control” below).

  42. 2023-2025 Performance Units

    2023-2025 Performance Units The Committee used Cumulative Adjusted EBITDA and Relative TSR as performance measures for the three-year performance units awarded in 2023, which had a performance period beginning on January 1, 2023, and ending on December 31, 2025. The threshold, target, and maximum achievement levels were set as follows:

  43. 2023-2025 Performance Units

    | | Cumulative Adjusted EBITDA | | | Relative TSR | | | | Weight | 70% | | | 30% | | | | | Goal | Payout | Contribution Value | Goal | Payout | Contribution Value | | Threshold | $684 million | 50% | $35 | 30th Percentile | 50% | $15 | | Target | $855 million | 100% | $70 | 50th Percentile | 100% | $30 | | Maximum | $1,282.5 million | 200% | $140 | Above 90th Percentile | 200% | $60 |

  44. 2023-2025 Performance Units

    42

  45. Table of Contents

    | Performance Measures | Weight | Attainment | Attainment and Payout as % of Target | | Cumulative Adjusted EBITDA | 70% | $1,034.9 million (1) | 142% | | Relative TSR | 30% | 69th Percentile (6th out of 17 peers) | 148% | | Overall Weighted Payout | — | — | 144% |

  46. 2026 Annual Long-Term Incentive Awards

    2026 Annual Long-Term Incentive Awards In February 2026, the Committee approved grants of annual long-term incentive awards with several program enhancements to further align executive compensation with stockholder interests and market practice: •Stock-denominated performance stock units were awarded instead of cash-denominated performance units. To the extent earned, performance stock units will be settled in shares of our Common Stock, rather than in cash as has been the case for performance units awarded in prior years. •Restricted stock unit awards will vest ratably on each of the first, second, and third anniversary of the grant date, rather than in full on the third anniversary of the grant date. Due to this change in the vesting schedule, the 2026 restricted stock units do not include the retirement vesting provision that was a feature of prior year awards (as described below under “Potential Payments on Termination or Change of Control”).

  47. Change-of-Control Agreements

    Change-of-Control Agreements In 2025, we were party to change-of-control agreements with each of the Named Executive Officers and certain other officers (the “Change-of-Control Agreements”). The Change of Control Agreements include a change-of- control plan that we adopted in 2018 for executive officers and other key employees who were not previously parties to change-of-control agreements with us (the “CoC Plan”) and preexisting change-of-control agreements that we entered into with certain executive officers prior to adopting the CoC Plan (the “Legacy CoC Agreements”). The provisions of the Change-of-Control Agreements did not influence and were not influenced by the other elements of compensation, as the change-of-control payments and benefits serve different objectives. We believe the benefits provided by the Change-of-Control Agreements promote long-term retention and allow executives to focus on the best interests of Oceaneering and our stockholders, by providing financial security to these officers in the event of a loss of employment in connection with a change of control of our Company. The Change-of-Control Agreements are described in more detail in “Compensation of Executive Officers — Potential Payments on Termination or Change of Control” below. In March 2026, the Committee approved an amendment and restatement of the Legacy CoC Agreement with Mr. Larson and of the CoC Plan and adopted a non-change of control severance plan, which provides severance benefits to eligible executives, including the Named Executive Officers. The Change-of-Control Agreements as in effect in 2025, along with the amendment and restatement of the Legacy CoC Agreement with Mr. Larson and of the CoC Plan and the non-change of control severance plan approved in March 2026, are described in more detail in “Compensation of Executive Officers — Potential Payments on Termination or Change of Control” below. 44

  48. 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, 2025; and our three other most highly paid executive officers for the year ended December 31, 2025. We refer to these persons as the Named Executive Officers.

  49. Summary Compensation Table

    | Name and Principal Position as of December 31, 2025 | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Roderick A. Larson | 2025 | 910,000 | — | 2,027,796 | 4,282,425 | 515,449 | 7,735,670 | | President and Chief | 2024 | 840,000 | — | 2,218,135 | 3,869,106 | 474,753 | 7,401,994 | | Executive Officer | 2023 | 800,000 | — | 1,917,631 | 4,579,303 | 456,103 | 7,753,037 | | Alan R. Curtis | 2025 | 503,500 | — | 651,699 | 1,536,647 | 180,102 | 2,871,948 | | Senior Vice President and | 2024 | 466,199 | — | 738,631 | 1,285,840 | 162,963 | 2,653,633 | | Chief Financial Officer | 2023 | 452,620 | — | 650,972 | 1,528,946 | 157,333 | 2,789,871 | | Benjamin M. Laura | 2025 | 472,600 | — | 407,803 | 844,071 | 143,359 | 1,867,833 | | Senior Vice President and | 2024 | 394,748 | — | 312,721 | 506,253 | 122,440 | 1,336,162 | | Chief Operating Officer (1) | | | | | | | | | Jennifer F. Simons | 2025 | 453,600 | — | 391,413 | 924,153 | 138,867 | 1,908,033 | | Senior Vice President, Chief | 2024 | 420,000 | — | 388,166 | 273,105 | 127,188 | 1,208,459 | | Legal Officer and Secretary | 2023 | 400,000 | 325,000 | 1,187,919 | 320,400 | 121,367 | 2,354,686 | | Martin J. McDonald | 2025 | 405,500 | — | 253,682 | 738,273 | 137,424 | 1,534,879 | | Senior Vice President, | 2024 | 386,168 | — | 295,716 | 662,743 | 128,067 | 1,472,694 | | Subsea Robotics | 2023 | 371,315 | — | 258,121 | 785,972 | 120,616 | 1,536,024 |

  50. Summary Compensation Table

    (1)No information is reported for Mr. Laura for 2023, as he was not a named executive officer under the rules of the SEC for that year. (2)No discretionary bonuses were awarded to the Named Executive Officers for the indicated years. The amount reported in this column for Ms. Simons for 2023 represents a cash payment which, along with a portion of her initial grant of restricted stock units, was intended to offset the forfeiture of incentive compensation with her prior employer. (3)The amounts reflect the aggregate grant date fair values of awards of restricted stock units computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 - Employee Benefit Plans to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (4)The amounts shown for 2025 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2025: Mr. Larson – $1,408,225; Mr. Curtis – $561,000; Mr. Laura – $438,809; Ms. Simons – $421,168; and Mr. McDonald – $351,406 (see “Compensation Discussion & Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units awarded in 2023, having a final value of $143.71 per unit, as determined by the Compensation Committee in February 2026, based on performance for the period from January 1, 2023, through December 31, 2025, reflecting each of Cumulative Adjusted EBITDA and Relative TSR for the three-year period between target and the maximum, resulting in a final value between target and maximum levels. The amounts shown for 2024 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2024: Mr. Larson – $910,350; Mr. Curtis – $323,356; Mr. Laura – $256,685; Ms. Simons – $273,105; and Mr. McDonald – $234,365 (see “Compensation Discussion & Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash” above); and (b) cash payments made pursuant to performance units awarded in 2022, having a final value of $136.60 per unit, as determined by the Compensation Committee in February 2025, based on performance for the period from January 1, 2022, through December 31, 2024, reflecting each of Cumulative Adjusted EBITDA for the three-year period and Relative TSR between target and the maximum, resulting in a final value between target and maximum levels. The amounts shown for 2023 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2023: Mr. Larson – $1,068,000; Mr. Curtis – $386,719; Ms. Simons $320,400; and Mr. McDonald – $277,595; and (b) cash payments made pursuant to performance units awarded in 2021, having a final value of $162.11 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. (5)The amount included for each attributable perquisite or personal benefit does not exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits received by any Named Executive Officer. 47

  51. 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, 2025.

  52. 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 | 2/24/2025(1) | 275,844 | 1,137,500 | 2,138,500 | | | | | PU | 2/24/2025(2) | 1,175,000 | 2,350,000 | 4,700,000 | | | | | RSU | 2/24/2025 | | | | 91,797 | $2,027,796 | | Alan R. Curtis | STI | 2/24/2025(1) | 109,889 | 453,150 | 851,922 | | | | | PU | 2/24/2025(2) | 377,650 | 755,300 | 1,510,600 | | | | | RSU | 2/24/2025 | | | | 29,502 | $651,699 | | Benjamin M. Laura | STI | 2/24/2025(1) | 85,954 | 354,450 | 666,366 | | | | | PU | 2/24/2025(2) | 236,300 | 472,600 | 945,200 | | | | | RSU | 2/24/2025 | | | | 18,461 | $407,803 | | Jennifer F. Simons | STI | 2/24/2025(1) | 82,499 | 340,200 | 639,576 | | | | | PU | 2/24/2025(2) | 226,800 | 453,600 | 907,200 | | | | | RSU | 2/24/2025 | | | | 17,719 | $391,413 | | Martin J. McDonald | STI | 2/24/2025(1) | 68,834 | 283,850 | 533,638 | | | | | PU | 2/24/2025(2) | 147,000 | 294,000 | 588,000 | | | | | RSU | 2/24/2025 | | | | 11,484 | $253,682 |

  53. 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 2025 Annual Cash Bonus Award Program. For a discussion of the program and related 2025 results, see “Compensation Discussion & Analysis — Executive Compensation Components — Annual Incentive Awards Paid in Cash.” (2)The amounts presented show the potential value of the payout for each Named Executive Officer under the performance units awarded in 2025 if the threshold, target, or maximum goal is satisfied for each of the performance measures. The potential payouts are performance-driven and, therefore, at risk. For a description of the awards, including business measurements for the three-year performance period and the performance goals for determining the payout, see “Compensation Discussion & Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 2025-2027 Performance Units” above. (3)The amounts reflect the number of restricted stock units awarded to the Named Executive Officers in 2025. For a description of the awards, see “Compensation Discussion & Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 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 2025. For a discussion of valuation assumptions, see Note 11 - Employee Benefit Plans to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For a description of the awards, see “Compensation Discussion & Analysis — Executive Compensation Components — Long-Term Incentive Compensation — 2025-2027 Restricted Stock Units” above. 48

  54. 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, 2025. There were no outstanding stock options held by the Named Executive Officers in 2025.

  55. 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 | 289,658 | $6,960,482 | | Alan R. Curtis | 96,016 | $2,307,264 | | Benjamin M. Laura | 46,356 | $1,113,935 | | Jennifer F. Simons | 101,077 | $2,428,880 | | Martin J. McDonald | 37,987 | $912,828 |

  56. 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 2023, 2024 and 2025. For this purpose, any restricted stock units for which, as of December 31, 2025, Messrs. Curtis and McDonald had attained Retirement Age (as defined in the applicable award agreement) but for which the shares had not yet been delivered are considered unvested. The anticipated delivery schedules for the shares subject to these restricted stock units are as follows:

  57. Outstanding Equity Awards at Fiscal Year-End

    | Name | 2023 Agreement(s) (# of Units) | | 2024 Agreement(s) (# of Units) | 2025 Agreement(s) (# of Units) | Total | | | 1/1/2026 | 2/24/2026 | 2/23/2027 | 2/24/2028 | (# of Units) | | Roderick A. Larson | — | 96,899 | 100,962 | 91,797 | 289,658 | | Alan R. Curtis | — | 32,894 | 33,620 | 29,502 | 96,016 | | Benjamin M. Laura | — | 13,661 | 14,234 | 18,461 | 46,356 | | Jennifer F. Simons | 48,733 | 16,957 | 17,668 | 17,719 | 101,077 | | Martin J. McDonald | — | 13,043 | 13,460 | 11,484 | 37,987 |

  58. Outstanding Equity Awards at Fiscal Year-End

    (2)Market value of unvested restricted stock units assumes a price of $24.03 per share of our Common Stock, which was the closing price of our Common Stock, as reported by the NYSE, on Wednesday, December 31, 2025 (the last trading day of the year).

  59. Stock Vested

    Stock Vested The following table provides information for the Named Executive Officers on the number of shares acquired during 2025 following vesting of restricted stock unit awards and the value realized. There were no outstanding stock options held by the Named Executive Officers in 2025.

  60. Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Roderick A. Larson | 104,185 | $2,301,447 | | Alan R. Curtis | 33,889 | $748,608 | | Benjamin M. Laura | 8,788 | $194,127 | | Jennifer F. Simons | — | $— | | Martin J. McDonald | 15,086 | $333,250 |

  61. Stock Vested

    (1)For each Named Executive Officer, the amounts reflect the gross value realized for shares acquired after vesting of restricted stock units on February 25, 2025, at a price of $22.09 per share, the closing price of our Common Stock, as reported by the NYSE, on the preceding trading day. For this purpose, any restricted stock units for which Messrs. Curtis and McDonald attained Retirement Age (as defined in the applicable award agreement) but for which the shares have not yet been delivered are treated as unvested. We do not provide a Pension Benefits Table because we have no qualified pension plan or other plan that would be reportable under the SEC’s rules applicable to Pension Benefits Tables. 49

  62. 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, Laura, 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, 2025, as reported by the administrative agent of our SERP, the deemed investment options available pursuant to our SERP generated hypothetical annual returns (losses) ranging from 1.7% to 32.6%. The following table provides information on our nonqualified deferred compensation plan. Amounts shown are entirely attributable to our SERP.

  63. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 | Company Contributions in 2025 (1) | Aggregate Earnings (Losses) in 2025 (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12/31/2025 (3) | | Roderick A. Larson | $— | $455,000 | $1,597,352 | $— | $11,378,951 | | Alan R. Curtis | $— | $125,875 | $273,885 | $— | $3,693,587 | | Benjamin M. Laura | $— | $94,520 | $153,676 | $— | $880,430 | | Jennifer F. Simons | $— | $90,720 | $39,800 | $— | $312,193 | | Martin J. McDonald | $148,248 | $81,100 | $675,752 | $— | $4,545,411 |

  64. Nonqualified Deferred Compensation

    (1)The amounts reflect the credited contributions we made to the accounts of the Named Executive Officers in 2025. All of the contributions shown are included in the “All Other Compensation” column of the “Summary Compensation Table” above. (2)The amounts reflect hypothetical accrued gains (or losses) in 2025 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.

  65. Nonqualified Deferred Compensation

    | | Aggregate Earnings (Losses) for the Year | | | | Name | Executive Contributions | Company Contributions | Total | | Roderick A. Larson | $465,485 | $1,131,867 | $1,597,352 | | Alan R. Curtis | $110,153 | $163,732 | $273,885 | | Benjamin M. Laura | $— | $153,676 | $153,676 | | Jennifer F. Simons | $— | $39,800 | $39,800 | | Martin J. McDonald | $394,686 | $281,066 | $675,752 |

  66. Nonqualified Deferred Compensation

    50

  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, 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) | | | Year | Summary Compensation Table Total Compensation (2) | Compensation “Actually Paid” (3) | Average Summary Compensation Table Total Compensation (2) | Average Compensation “Actually Paid” (3) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (thousands) | Adjusted EBITDA (thousands) | | 2025 | $7,735,670 | $6,133,675 | $2,045,673 | $1,622,601 | $302.26 | $181.72 | $353,761 | $401,468 | | 2024 | $7,401,994 | $8,887,141 | $1,713,329 | $1,980,299 | $328.05 | $175.53 | $147,468 | $347,211 | | 2023 | $7,753,037 | $9,117,186 | $2,021,658 | $2,287,151 | $267.67 | $198.71 | $97,403 | $289,046 | | 2022 | $5,754,808 | $7,946,721 | $1,436,391 | $1,807,773 | $220.00 | $194.98 | $25,941 | $232,638 | | 2021 | $6,516,179 | $7,323,619 | $1,731,592 | $1,897,064 | $142.26 | $120.74 | $(49,307) | $210,601 |

  69. Pay vs. Performance

    (1)Our Chief Executive Officer for each of the fiscal years indicated was Mr. Larson. Our Named Executive Officers in each of the fiscal years indicated included: (i) Ms. Simons and Messrs. Curtis, Laura, and McDonald in 2025; (ii) Messrs. Curtis, McDonald, Childress, our Senior Vice President and Chief Commercial Officer, and Laura in 2024; (iii) Ms. Simons and Messrs. Curtis, McDonald and Childress in 2023; (iv) Messrs. Curtis, McDonald and Childress, as well as Mr. David K. Lawrence, our former Senior Vice President, General Counsel and Secretary, and Mr. Eric A. Silva, our former Senior Vice President, Strategic Planning, in 2022; and (v) Messrs. Curtis, Lawrence, Martin and Silva, in 2021 (collectively referred to herein as the “Other NEOs”). (2)Reflects the amount reported in the “Total” column of the Summary Compensation Table above for the Chief Executive Officer and the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Other NEOs for each of the fiscal years indicated. (3)Reflects the CAP to the Chief Executive Officer and the Other NEOs as computed in accordance with Item 402(v) of Regulation S-K and may not reflect the actual amount of compensation earned by or paid to the Chief Executive Officer during the fiscal year indicated. Such amounts are calculated by deducting the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the “Total” column of the Summary Compensation Table for the Chief Executive Officer, and by deducting the average of the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the average of the amounts reported in the “Total” Column of the Summary Compensation Table for the Other NEOs, in each case, in the fiscal years indicated and making certain adjustments as set forth below. Amounts reported under the “Other Adjustments” heading for 2020-2021 have been revised from those amounts provided in our Definitive Proxy Statement on Schedule 14A with respect to our 2023 annual meeting of stockholders to reflect changes to how we calculate the value of our restricted stock unit awards for Named Executive officers who are retirement eligible in accordance with SEC guidance released in September 2023.

  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) | | | 2025 | $7,735,670 | $(2,027,796) | $1,902,034 | $(1,060,535) | $— | $(415,698) | $6,133,675 | | 2024 | $7,401,994 | $(2,218,135) | $2,633,089 | $965,203 | $— | $104,990 | $8,887,141 | | 2023 | $7,753,037 | $(1,917,631) | $2,062,011 | $971,548 | $— | $248,221 | $9,117,186 | | 2022 | $5,754,808 | $(1,473,176) | $1,822,196 | $1,607,307 | $— | $235,586 | $7,946,721 | | 2021 | $6,516,179 | $(1,795,488) | $1,720,930 | $642,324 | $— | $239,674 | $7,323,619 |

  71. Pay vs. Performance

    52

  72. 2025 Pay vs. Performance Graphical Disclosure

    2025 Pay vs. Performance Graphical Disclosure The following charts illustrate the relationship between CAP over the five-year period ended December 31, 2025, and trends in our Relative Total Shareholder Return, Net Income and Adjusted EBITDA over the same period. Further, the chart entitled “CAP vs. TSR (OII and OSX)” shows the relationship between our TSR and that of the OSX over the same period, as described in Note (4) to the Pay vs. Performance Table above. 54

  73. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control Pursuant to the applicable award agreement under which long-term incentive plans were granted, in the event of a termination of a Named Executive Officer’s employment: •due to death or disability, or, following a change in control, by the Company or by the Named Executive Officer for “good reason,” unvested restricted stock units and performance units will vest, with the performance units equal to the target value; or •as a result of retirement after both December 15th of the year of grant and meeting a specified age (or age and years of service) requirement, a pro-rata portion of unvested restricted stock units will vest and a pro-rata portion of performance units will remain outstanding and eligible to be earned. In addition, upon a change of control, the performance units will be deemed earned at their target value, but will remain subject to the Named Executive Officer’s continued service through the original vesting date. In 2025, our Named Executive Officers were parties to Change-of-Control Agreements (as defined in the CD&A above): Messrs. Larson, Curtis, and McDonald were parties to Legacy CoC Agreements and Mr. Laura and Ms. Simons were participants in the CoC Plan. On a termination by our Company without “cause” or by the Named Executive Officer for “good reason,” in each case in connection with a change of control (as defined in the Change- of-Control Agreements), the Change-of-Control Agreements provide for a lump sum payment equal to a multiple (three, in the case of Mr. Larson, and two, in the case of each of our other Named Executive Officers) of the sum of: •the officer’s highest base salary (under Legacy CoC Agreements, during the then-current year or any of the three preceding years, and under the CoC Plan, during the period beginning 180 days prior to and ending two years after the change of control); •an amount equal to the Named Executive Officer’s target award under the then-current Annual Cash Bonus Program; •under the CoC Plan, the officer’s annualized premium for COBRA continuation coverage; and •in the case of Mr. Larson, an amount equal to the maximum percentage of his annual base salary contributed by us for him in our SERP for the then-current year multiplied by his highest base salary. The Change-of-Control Agreements also provide that the Named Executive Officer would receive, at no greater cost or expense to such officer: (a) under the officer’s Legacy CoC Agreement, benefits under all other plans and programs in which the officer then participates for three years (in the case of Mr. Larson) or two years (in the case of Messrs. Curtis and McDonald); or (b) under the CoC Plan, one year of post-employment health insurance benefits (in the case of Mr. Laura and Ms. Simons). Additionally, the Change-of-Control Agreements include a provision (the “net better of provision”) which provides that, in the event a Named Executive Officer is subject to the excise tax under Section 4999 of the Code, the Named Executive Officer will receive a “net better of payment,” which is generally either (a) provision in full of the payments and benefits to which the Named Executive Officer is entitled (and on which the Named Executive Officer must pay the excise tax) or (b) provision of reduced payments in an amount that results in the Named Executive Officer no longer being subject to the excise tax, whichever alternative results in the greater net-after tax position for the Named Executive Officer. The Legacy CoC Agreements provide that the benefits under all compensation plans and programs, including restricted stock agreements, restricted stock unit agreements and performance unit agreements, would be paid as if all contingencies for payment and maximum levels of performance had been met. For purposes of the Change-of-Control Agreements: •“cause” generally includes: ◦in the Legacy CoC Agreements, the final conviction by a court of competent jurisdiction of a felony- grade crime involving moral turpitude related to employment with us; and ◦in the CoC Plan, a material breach of the Named Executive Officer’s obligations under any written agreement with the Company; a material violation of any of the Company’s policies, procedures, rules and regulations; the failure to perform, in any material respect, the Named Executive Officer’s duties or responsibilities to the Company; the commission of fraud, theft, embezzlement or misappropriation of funds or other assets of the Company; or the conviction of, entry of a plea of guilty or no-contest to, or receipt of adjudicated probation or deferred adjudication in connection with, a crime involving fraud, dishonesty or moral turpitude or any felony; 55

  74. Table of Contents

    | Roderick A. Larson | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $455,000(1) | $— | $7,507,500(2) | | Benefit Plan Participation | — | 2,636(1) | — | 352,591(3) | | Restricted Stock Units (unvested) | — | — | 6,960,482(4) | 6,960,482(5) | | Performance Units (unvested) | — | — | 6,450,000(6) | 12,900,000(7) | | Accrued Vacation/Base Salary | 85,216 | 85,216 | 85,216 | 85,216 | | SERP (vested) | 11,378,951(8) | 11,378,951(8) | 11,378,951(8) | 11,378,951(8) | | TOTAL | $11,464,167 | $11,921,803 | $24,874,649 | $39,184,740 |

  75. Table of Contents

    | Alan R. Curtis | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $503,500(1) | $— | $1,913,300(2) | | Benefit Plan Participation | — | 2,636(1) | — | 197,140(3) | | Restricted Stock Units (unvested) | — | — | 741,926(4) | 741,926(5) | | Performance Units (unvested) | — | — | 736,600(6) | 1,473,200(7) | | Restricted Stock Units (retirement eligible) | 1,565,338(9) | 1,565,338(9) | 1,565,338(9) | 1,565,338(9) | | Performance Units (retirement eligible) | 975,647(10) | 975,647(10) | 1,396,900(6) | 2,793,800(7) | | Accrued Vacation/Base Salary | 65,842 | 65,842 | 65,842 | 65,842 | | SERP (vested) | 3,693,587(8) | 3,693,587(8) | 3,693,587(8) | 3,693,587(8) | | TOTAL | $6,300,414 | $6,806,550 | $8,200,193 | $12,444,133 |

  76. Table of Contents

    | Benjamin M. Laura | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $236,300(1) | $— | $1,685,736(2) | | Benefit Plan Participation | — | 2,636(1) | — | 20,611(3) | | Restricted Stock Units (unvested) | — | — | 1,113,935(4) | 1,113,935(5) | | Performance Units (unvested) | — | — | 1,050,700(6) | 1,050,700(7) | | Accrued Vacation/Base Salary | 69,072 | 69,072 | 69,072 | 69,072 | | SERP (vested) | 880,430(8) | 880,430(8) | 880,430(8) | 880,430(8) | | TOTAL | $949,502 | $1,188,438 | $3,114,137 | $4,820,484 |

  77. Table of Contents

    | Jennifer F. Simons | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $226,800(1) | $— | $1,619,236(2) | | Benefit Plan Participation | — | 2,636(1) | — | 20,611(3) | | Restricted Stock Units (unvested) | — | — | 2,428,880(4) | 2,428,880(5) | | Performance Units (unvested) | — | — | 1,171,100(6) | 1,171,100(7) | | Accrued Vacation/Base Salary | 47,737 | 47,737 | 47,737 | 47,737 | | SERP (vested) | 142,155(8) | 142,155(8) | 142,155(8) | 142,155(8) | | SERP (unvested) | —(8) | —(8) | 170,038(8) | 170,038(8) | | TOTAL | $189,892 | $419,328 | $3,959,910 | $5,599,757 |

  78. Table of Contents

    | Martin J. McDonald | | | | | | Payments upon Termination | Voluntary Termination | Involuntary Termination | Death and Disability | Change of Control with Termination | | Severance Payments | $— | $405,500(1) | $— | $1,378,700(2) | | Benefit Plan Participation | — | 2,636(1) | — | 186,580(3) | | Restricted Stock Units (unvested) | — | — | 291,796(4) | 291,796(5) | | Performance Units (unvested) | — | — | 289,300(6) | 578,600(7) | | Restricted Stock Units (retirement eligible) | 621,031(9) | 621,031(9) | 621,031(9) | 621,031(9) | | Performance Units (retirement eligible) | 386,867(10) | 386,867(10) | 553,900(6) | 1,107,800(7) | | Accrued Vacation/Base Salary | 43,342 | 43,342 | 43,342 | 43,342 | | SERP (vested) | 4,545,411(8) | 4,545,411(8) | 4,545,411(8) | 4,545,411(8) | | TOTAL | $5,596,651 | $6,004,787 | $6,344,780 | $8,753,260 |

  79. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information for the year ended December 31, 2025 regarding: (1) the actual annual total compensation of our Chief Executive Officer; (2) the median of the annual total compensation of all employees of Oceaneering (including its consolidated subsidiaries), excluding our Chief Executive Officer; and (3) a ratio comparison of those two amounts (the “CEO Pay Ratio”). These amounts were determined in accordance with rules prescribed by the SEC, as explained below. In accordance with SEC rules, we are using the same median employee identified in the proxy statement for the 2025 Annual Meeting of Stockholders, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure, although we have updated the calculation of the annual total compensation earned by that employee based on that employee’s compensation for 2025. For purposes of determining our median employee, we used total cash compensation, as determined from payroll records for the period from November 1, 2023 through October 31, 2024 (the “Measurement Date”), as our consistently applied compensation measure. We did not take into account equity-based incentive compensation awards, because less than 5% of our employees receive those awards. Except as noted below, we included all Oceaneering employees as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis. Except as noted below, we included all Oceaneering employees (whether employed on a full-time, part-time, or seasonal basis) as of the last day of the Measurement Period, and, other than annualizing compensation of employees who were not employed for the full Measurement Period, we did not make any assumptions, adjustments or estimates with respect to total cash compensation. We excluded from the median employee determination the non-U.S. employees (who collectively represented fewer than 5% of the approximately 11,489 total employees as of the Measurement Date) from the following jurisdictions: Azerbaijan (49); Canada (64); China (1); Guyana (12); Indonesia (99); Malaysia (36); Mexico (18); Nigeria (13); Oman (19); Papua New Guinea (20); Qatar (153); and Thailand (9). After identifying the median employee, based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2025 for the Named Executive Officers as set forth in the “Summary Compensation Table.”

  80. CEO Pay Ratio

    | Annual Total Compensation | Amount | | Chief Executive Officer (A) | $7,735,670 | | Median of all employees (excluding our Chief Executive Officer) (B) | $75,254 | | Ratio of (A) to (B) | 103 |

  81. CEO Pay Ratio

    As described above, our Chief Executive Officer’s actual total compensation for 2025 benefited from achieving above-target performance metrics. His target total compensation for 2025 was $7,262,949. The ratio of his target total compensation to the median of the annual total compensation of all employees for 2025 (excluding our Chief Executive Officer), shown above, was 97:1. For this purpose, our Chief Executive Officer’s target total compensation for 2025 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 2025. The compensation of the median employee identified for 2025 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 2025, which paid above target. 59

  82. Proposal 1: Election of Class I Directors

    Proposal 1: Election of Class I Directors

  83. Proposal 1: Election of Class I Directors

    | | Our Board unanimously recommends a vote FOR election of the nominees for Class I directors, William B. Berry, Reema Poddar, and Jon Erik Reinhardsen |

  84. Proposal 1: Election of Class I 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 of Class I and II and four directors in Class III. The members of each class serve for three years following their election, with one class being elected each year. Three Class I directors are to be elected at the 2026 Annual Meeting of Stockholders. In accordance with our Bylaws, directors are elected by a plurality of the votes cast. However, our Corporate Governance Guidelines provide that, in an uncontested election of directors, any director nominee who does not receive a “for” vote by a majority of shares present in person or by proxy and entitled to vote and actually voting on the matter shall promptly tender their resignation to the Nominating, Corporate Governance & Sustainability Committee of our Board, subject to acceptance by the Board. The Nominating, Corporate Governance & Sustainability Committee will then make a recommendation to the Board with respect to the director’s resignation and the Board will consider the recommendation and take appropriate action within 120 days from the date of the certification of the election results. Withholding of authority to vote for a director nominee and broker “non-votes” marked on proxy cards will not be counted in the election and will have no effect on the election of directors. The persons named as agents and proxies in the accompanying proxy card intend to vote all proxies received in favor of the election of the nominees named below, except in any case where authority to vote for the directors is withheld. Although we have no reason to believe that the nominees will be unable to serve as directors, if any nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee our Board designates. Each Class I director will serve until the 2029 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The terms of office of the directors in Classes II and III will expire at the Annual Meetings of Stockholders to be held in 2027 and 2028, respectively. 61