Sector: Energy
OCEANEERING INTERNATIONAL INC · Meeting: May 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen
Berry has served since 2016 with strong energy industry credentials; OII's 3-year price return of 102.7% outperforms XLE by +51.8 percentage points, which does not meet the 65pp threshold required to trigger an against vote for a strong-positive TSR company, and no other policy flags apply.
Poddar joined in February 2024, meaning she has been a director for less than 24 months as of the meeting date and is therefore fully exempt from the TSR performance trigger under policy; her technology and cybersecurity expertise is clearly relevant to OII's operations.
Reinhardsen has served since 2016 with deep subsea and offshore energy expertise; OII's 3-year outperformance versus XLE is +51.8pp, which does not reach the 65pp threshold required for a strong-positive TSR company, and no other policy flags apply.
All three Class I nominees pass the TSR screen — OII's 3-year return of 102.7% beats the XLE energy ETF by 51.8 percentage points, below the 65pp trigger threshold for strong-positive TSR companies. Poddar is additionally exempt as a director of fewer than 24 months. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
CEO
Roderick A. Larson
Total Comp
$7,735,670
Prior Support
91%%
CEO total compensation of $7,735,670 is reasonable for a $3.5B energy services company and the pay program is heavily performance-oriented — 87% of the CEO's target pay is at risk, with annual cash bonuses tied to Adjusted EBITDA, Free Cash Flow, and safety metrics, and long-term awards tied to Cumulative Adjusted EBITDA and relative total shareholder return over three years. Pay-for-performance alignment is strong: the 2023-2025 performance awards paid out at 144% of target reflecting genuine outperformance (OII's TSR ranked at the 69th percentile among peers), while OII's stock delivered a 3-year return of 102.7%, significantly outpacing the XLE energy ETF by 51.8 percentage points. The prior-year say-on-pay vote received 91% support, well above the 70% threshold, and the company has a meaningful clawback policy in place aligned with SEC and NYSE requirements.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,766,900
Non-Audit Fees
$152,999
Non-audit fees (audit-related fees of $15,600 plus tax fees of $137,400, totaling approximately $153,000) represent about 5.5% of audit fees of $2,766,900, well below the 50% threshold that would trigger a no vote. EY is a Big 4 firm appropriate for OII's $3.5B market cap. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy. No material restatements were identified.
The 2026 Oceaneering annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass the applicable policy screens and receive a FOR vote determination. OII's strong stock performance (102.7% over three years, outpacing the XLE ETF by 51.8pp), well-structured performance-linked pay program, and clean auditor fee profile provide no basis to vote against any proposal on this ballot.
