OCEANEERING INTERNATIONAL INC (OII)
Sector: Energy
2026 Annual Meeting Analysis
OCEANEERING INTERNATIONAL INC · Meeting: May 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen
Berry has served since June 2016 and has strong energy industry credentials as former CEO of Continental Resources; OII's 3-year stock return of +102.7% outperforms the company-disclosed peer group median of +30.6% by +72.1 percentage points, well above the 50-percentage-point threshold required to trigger an against vote, so no TSR concern applies, and no other policy flags are present.
Poddar joined the board in February 2024, which is within the 24-month exemption window for new directors, so she is exempt from the TSR trigger entirely; she brings relevant technology, AI, and cybersecurity expertise that complements OII's strategy.
Reinhardsen has served since October 2016 and contributes deep subsea and offshore energy expertise as former CEO of Petroleum Geo-Services; OII's 3-year TSR of +102.7% outperforms the peer group median by +72.1 percentage points, below the 50-percentage-point threshold needed to trigger an against vote, and no other policy flags apply; his concurrent role as Chair of Equinor ASA (one outside public board seat for a non-CEO director) does not trigger the overboarding rule.
All three Class I director nominees receive a FOR vote. OII's stock has significantly outperformed its company-disclosed peer group over the past three years (+72.1pp vs. the peer median), falling below the 50-percentage-point underperformance threshold needed to trigger an against vote under the strong-positive TSR policy tier. No overboarding, attendance, independence, or other policy concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Roderick A. Larson
Total Comp
$7,735,670
Prior Support
91%%
CEO total compensation of $7,735,670 is within a reasonable range for a CEO of a $3.5 billion energy services company with strong operational results, and prior shareholder support was high at 91% in 2025, well above the 70% threshold that would require remediation. The pay structure is heavily performance-oriented — 87% of the CEO's total target pay is at risk — with meaningful performance conditions tied to three-year Cumulative Adjusted EBITDA and Relative TSR, and the 2023-2025 performance awards paid out at 144% of target, consistent with OII's strong stock performance of +102.7% over three years and significant outperformance of peers. The company maintains a robust clawback policy, prohibits hedging and pledging, and made positive program enhancements for 2026 including introducing stock-settled performance stock units and ratable RSU vesting to better align executive and shareholder interests.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,766,900
Non-Audit Fees
$153,000
Non-audit fees (audit-related fees of $15,600 plus tax fees of $137,400, totaling $153,000) represent approximately 5.5% of audit fees of $2,766,900, which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so no tenure trigger can fire per policy. Ernst & Young is a Big 4 firm fully appropriate for a $3.5 billion market cap company, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Oceaneering annual meeting ballot contains three standard proposals: election of three Class I directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — OII's strong three-year stock outperformance of its peer group removes any director accountability concern, auditor fees are clean with no independence issues, and the executive compensation program is heavily performance-linked with strong prior shareholder support and meaningful recent enhancements.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing