OCEANEERING INTERNATIONAL, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Compensatory Arrangements Effective as ofFebruary 27, 2020 , the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") ofOceaneering International, Inc. ("Oceaneering" or "us") granted awards of performance units and restricted stock units under Oceaneering's Second Amended and Restated 2010 Incentive Plan (the "Incentive Plan") to various employees, including Oceaneering's executive officers. The following table sets forth information regarding the performance units and restricted stock units awarded to each of the below-indicated continuing executive officers of Oceaneering listed in the "Summary Compensation Table" in Oceaneering's proxy statement for its 2019 annual meeting of shareholders as a named executive officer (the "Named Executive Officers"), as well as to Mr.Charles W. Davison , Jr., who is expected to be listed as a named executive officer in Oceaneering's proxy statement for its 2020 annual meeting of shareholders (the "2020 Proxy Statement"). Mr.Clyde W. Hewlett , who was a named executive officer in 2019, is omitted from the following table due to his retirement as ofSeptember 30, 2019 . Number of Number of Performance Restricted Stock Name and Position Units (1)(2) Units (1)(3) Roderick A. Larson 21,660 107,922 President and Chief Executive Officer and Director Charles W. Davison, Jr. 9,300 46,338 Chief Operating Officer Alan R. Curtis 7,046 35,105 Senior Vice President and Chief Financial Officer David K. Lawrence 4,500 22,422 Senior Vice President, General Counsel and Secretary Stephen P. Barrett 4,017 20,015 Senior Vice President, Asset Integrity and Business Development (1) The performance units and restricted stock units are scheduled to vest in full on the third anniversary of the award date, subject to earlier vesting on: (a) an employee's attainment of Retirement Age (as defined in Exhibits 10.1 and 10.2), resulting in vesting on a pro-rata basis over three years, as in the case ofMr. Lawrence , beginning in 2020; or (b) the termination or constructive termination of an employee's employment in connection with a change of control or due to death or disability. (2) The number of performance units shown represents units with an initial notional value of$100 and is not equivalent to a number of shares of Oceaneering common stock. The Compensation Committee has approved specific financial goals and performance measures based on Cumulative Adjusted EBITDA and relative Total Shareholder Return, or TSR, for the three-year period fromJanuary 1, 2020 throughDecember 31, 2022 , to 1
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be used as the basis for the final value of the performance units awarded under
the Incentive Plan. Cumulative Adjusted EBITDA and relative TSR are to be
determined in accordance with the form of performance unit award agreement, and
the final value of each performance unit may range from
Oceaneering common stock. Settlement of the restricted stock units will be
made in shares of Oceaneering common stock.
In addition, effective February 27, 2020 , the Board: (1) granted awards of
12,332 shares of restricted stock under the Incentive Plan to each of the
following nonemployee directors of Oceaneering: Mr. William B. Berry , Mr. T. Jay
Collins , Ms. Deanna L. Goodwin , Mr. M. Kevin McEvoy , Mr. Paul B. Murphy , Jr.,
Mr. Jon Erik Reinhardsen and Mr. Steven A. Webster ; and (2) granted an award of
18,311 shares of restricted stock under the Incentive Plan to Mr. John R. Huff ,
Chairman of the Board. The restricted stock awards are scheduled to vest in full
on the first anniversary of the award date, provided that all awards are subject
to: (a) earlier vesting on a change of control or the termination of the
director's service due to death or disability; and (b) such other terms as are
set forth in the award agreements.
Annual cash retainers for Oceaneering's nonemployee directors were continued for
2020 without change from 2019. All cash retainers are payable on a quarterly
basis. The 2020 base cash retainer is $105,000 for, Mr. Huff and $70,000 for
each of our other nonemployee directors. Base cash retainers are supplemented by
cash retainers payable to the chairs and members of the committees of the Board
at annual amounts, respectively, of $30,000 and $10,000 for the Audit Committee,
$20,000 and $10,000 for the Compensation Committee, and $10,000 and $5,000 for
the Nominating and Corporate Governance Committee .
In addition, the Compensation Committee approved: (1) the form of 2020
Performance Unit Agreement, including 2020 Performance Award: Goals and
Measures, that will govern the terms and conditions of the performance unit
awards made to Oceaneering's executive officers and other employees; and (2) the
form of 2020 Restricted Stock Unit Agreement that will govern the terms and
conditions of restricted stock unit awards made to Oceaneering's executive
officers and other employees. The Board approved the form of 2020 Nonemployee
Director Restricted Stock Agreement that will govern the terms and conditions of
restricted stock awards made to Oceaneering's nonemployee directors.
The foregoing descriptions of the awards under the Incentive Plan are not
complete and are qualified by reference to the complete forms of agreement (the
"2020 LTIP Forms"), which are attached as exhibits to this report and
incorporated by reference into this Item.
Effective as of February 27, 2020 , the Compensation Committee approved the
payment of bonuses awarded in 2019 under the Incentive Plan to various
employees, including the Named Executive Officers and Mr. Davison . The
Compensation Committee had previously established performance goals for the year
ending December 31, 2019 to be used as the basis for determining the final
value, if any, of annual cash bonus awards approved under the Incentive Plan
(the "2019 Bonus Program"). For executive officers, achievement was determined
by reference to Adjusted EBITDA, Free Cash Flow and health, safety and
environmental performance measures, for the year ended December 31, 2019 . The
following table
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summarizes the payments approved under the 2019 Bonus Program for the Named
Executive Officers and
2019 Bonus Program Amount
Roderick A. Larson $ 839,794
Charles W. Davison, Jr. $ 370,845
Alan R. Curtis $ 283,782
David K. Lawrence $ 254,262
Stephen P. Barrett $ 218,345
Effective as of
2020 Base Salary
Roderick A. Larson $ 760,000
Charles W. Davison, Jr. $ 620,000
Alan R. Curtis $ 427,000
David K. Lawrence $ 375,000
Stephen P. Barrett $ 334,750
Effective as of
Target Bonus as a Maximum Bonus as a
Percentage of Base Percentage of Base
Name Salary Salary
Roderick A. Larson 125 % 241 %
Charles W. Davison, Jr. 100 % 193 %
Alan R. Curtis 75 % 145 %
David K. Lawrence 75 % 145 %
Stephen P. Barrett 70 % 135 %
A summary of the 2020 Bonus Program is attached as an exhibit to this report and incorporated by reference into this Item.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Index to Exhibits
10.1 + Form of 2020 Performance Unit Agreement
10.2 + Form of 2020 Restricted Stock Unit Agreement
10.3 + Form of 2020 Nonemployee Director Restricted Stock Agreement
10.4 + 2020 Annual Cash Bonus Award Program Summary
104 Cover Page Interactive Data File (embedded within the Inline XBRL document.)
+ Management contract or compensatory plan or arrangement.
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