Independent
Tenure on this board
10.0 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; advisory 'say-on-pay' approval of executive compensation; ratification of Ernst & Young LLP as independent auditors for 2026.
Elect three Class I director nominees: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen to serve three-year terms.
A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory 'say-on-pay' approval of the company’s executive compensation practices as disclosed in the proxy. Management asks shareholders to affirm support for the compensation program designed to attract and retain executives, align pay with performance through significant at-risk components (including annual cash bonuses tied to Adjusted EBITDA, Free Cash Flow, and safety/environmental metrics, and multi-year performance units tied to cumulative Adjusted EBITDA and Relative TSR), and reflect recent enhancements such as stock-denominated performance stock units and ratable RSU vesting beginning in 2026. The Board’s recommendation to vote FOR is premised on consistent high shareholder support in recent years (91% in 2025, 94% in 2024), demonstrated company performance in 2025 (growth in revenue, adjusted EBITDA, net income, free cash flow, and safety metrics), and continued engagement with investors. The advisory vote is non-binding but will be considered by the Compensation Committee in future decisions; the proposal frames the compensation philosophy, pay-for-performance metrics, governance features (clawback policy, stock ownership guidelines, no hedging/pledging), and recent changes to better align management and shareholder interests. A sophisticated analyst should note that long-term incentives shifted from cash-settled performance units to stock-settled PSUs in 2026, which increases alignment with shareholders, and that the design still leaves discretion with the Committee for final payouts and includes change-in-control protections and SERP benefits that could be material in certain scenarios.
Ratify the Audit Committee's appointment of Ernst & Young LLP as Oceaneering’s independent auditors for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.1% | 11,074,387 | $393M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.6% | 7,578,921 | $269M |
| 3 | BROWN ADVISORY INC | 5.5% | 5,507,406 | $195M |
| 4 | STATE STREET CORP | 5.0% | 5,034,196 | $179M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,478,763 | $159M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.8% | 3,766,674 | $134M |
| 7 | EARNEST PARTNERS LLC | 3.7% | 3,684,313 | $131M |
| 8 | Morgan Stanley Institutional Investment Advisors LLC | 3.5% | 3,453,005 | $122M |
| 9 | BlackRock, Inc. | 3.3% | 3,310,375 | $117M |
| 10 | Neuberger Berman Group LLC | 3.2% | 3,218,259 | $114M |
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