DEF: Oceaneering International Seeks Stockholder Approval for Amended Incentive Plan, Announces Annual Meeting

Oceaneering International is holding its annual stockholder meeting on May 9, 2025, to vote on director elections, executive compensation, auditor ratification, and an amended incentive plan.

Summary

• Oceaneering International will hold its annual stockholder meeting on May 9, 2025, to vote on several key proposals.
• The proposals include the election of Class III directors Roderick A. Larson, M. Kevin McEvoy, and Paul B. Murphy, Jr.
• Stockholders will also vote on an advisory resolution to approve executive compensation.
• Another proposal involves the ratification of Ernst & Young LLP as the company's independent auditors for the year ending December 31, 2025.
• A significant item is the approval of the Amended and Restated 2020 Incentive Plan, which includes adding 4,200,000 shares for awards.
• In 2024, Oceaneering achieved \$2.7 billion in consolidated revenue, \$246 million in operating income, \$147 million in net income, and \$347 million in adjusted EBITDA.
• The company repurchased 825,427 shares for approximately \$20 million, increasing the share price from \$21.28 to \$26.08 during 2024.
• Oceaneering's Subsea Robotics (SSR) achieved a 99% Remotely Operated Vehicle (ROV) uptime rate.
• The Manufactured Products (MP) segment secured contracts for umbilicals with delivery dates extending into 2027, with a year-end backlog of \$604 million.
• The Offshore Projects Group (OPG) reported a 14% year-over-year operating income improvement.
• Oceaneering acquired Global Design Innovation Ltd. (GDi) to enhance its integrity management capabilities.
• The Aerospace & Defense Technologies (ADTech) segment won a contract from the U.S. Department of Defense to build a Freedom hybrid ROV/autonomous underwater vehicle (AUV).

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results, strategic acquisitions, and contract wins, indicating a healthy and growing company.

Positives

• Oceaneering achieved strong financial results in 2024, including revenue of \$2.7 billion and adjusted EBITDA of \$347 million.
• The company demonstrated a commitment to returning value to stockholders through a share repurchase program.
• Subsea Robotics (SSR) achieved a high ROV uptime rate, indicating operational efficiency.
• The Manufactured Products (MP) segment has a strong backlog, providing visibility into future activity.
• The acquisition of Global Design Innovation Ltd. (GDi) enhances the company's technological capabilities.
• The Aerospace & Defense Technologies (ADTech) segment secured a significant contract with the U.S. Department of Defense.

Risks

• The document mentions forward-looking statements that are subject to various factors that could cause actual results to differ materially.
• The company's future performance depends on factors discussed in the Risk Factors section of the Annual Report on Form 10-K.

Future Outlook

The company expects increased demand for intervention services that will continue into 2025 and anticipates that the need for additional oil and gas exploration and development will continue for decades to come, while also diversifying into new strategic growth areas in emerging energy and non-energy markets.

Management Comments

• Oceaneering's story has always been about inspiration and innovation.
• In 2024, our focus remained on building confidence and credibility with all of our stakeholders, and I am pleased to share that we continue to deepen our relationship with existing customers, improve talent retention and safety, and deliver strong financial performance for our stockholders.
• We look forward to working with all of our stakeholders to define what's possible for our shared future as we continue developing the remote, resident, and autonomous technology solutions that are needed to achieve the best planet, for the most people, for the longest time.

Industry Context

Oceaneering operates in the oilfield services, subsea robotics, and aerospace and defense industries, and the announcement reflects the company's efforts to adapt to changing market conditions, including the energy transition and increased demand for automation and remote operations.

Comparison to Industry Standards

• The document mentions a compensation peer group including companies like ChampionX Corporation, Flowserve Corporation, DNOW, Inc., Chart Industries, Inc., Helix Energy Solutions Group, Inc., Oil States International, Inc., Dril-Quip, Inc., Helmerich & Payne, Inc., Transocean Ltd., Expro Group Holdings N.V., Noble Corporation, and Weatherford International plc.
• Oceaneering positions itself slightly below the median of this group in terms of revenue and between the 25th percentile and the median in terms of enterprise value.
• The company benchmarks its executive compensation against this peer group and survey data to ensure competitiveness.
• The document highlights a 99% ROV uptime rate, which is a key performance indicator in the subsea robotics industry, suggesting a high level of operational reliability.
• The company's backlog of \$604 million in the Manufactured Products segment provides visibility into future activity levels, which is a common metric used to assess the financial health of manufacturing companies.

Related Party Transactions

• Stephen Lazar, Jr., who is a brother-in-law of Mr. McEvoy, serves as Director, Sustainability, for which Mr. Lazar received total compensation for 2024 of approximately \$251,000.

Stakeholder Impact

• Shareholders will benefit from the company's strong financial performance and share repurchase program.
• Employees will benefit from the company's commitment to talent retention and development.
• Customers will benefit from the company's innovative technology solutions and high ROV uptime rate.
• The company's greenhouse gas reduction initiatives will benefit the environment.

Next Steps

• Stockholders will vote on the proposals at the Annual Meeting on May 9, 2025.
• The company will continue to execute its strategy, including diversifying into new markets and advancing its technology solutions.

Key Dates

Keywords

Oceaneering, stockholder meeting, executive compensation, incentive plan, ROV, subsea, financial results, directors, auditors, contracts, acquisition, ADTech