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 of February 25, 2022, the Compensation Committee (the "Compensation
Committee") of the Board granted awards of performance units and restricted
stock units under Oceaneering's 2020 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 2021 annual meeting of shareholders as a
named executive officer (the "Named Executive Officers"), as well as to
Mr. Martin J. McDonald, who is expected to be listed as a named executive
officer in Oceaneering's proxy statement for its 2022 annual meeting of
shareholders. Mr. Charles W. Davison, who was a named executive officer in 2021,
is omitted from the following table due to his departure from the Company in
June 2021.

                                                                     Number of                      Number of
                                                                    Performance                 Restricted Stock
Name and Position                                                   Units (1)(2)                  Units (1)(3)
Roderick A. Larson                                                      21,660                         104,185

President and Chief Executive Officer and Director Alan R. Curtis

                                                           7,046                          33,889
Senior Vice President and Chief Financial Officer
David K. Lawrence                                                        4,500                          21,645

Senior Vice President, General Counsel and Secretary Eric A. Silva

                                                            3,366                          16,190

Senior Vice President and Chief Transformation Officer Martin J. McDonald

                                                       3,136                          15,086

Senior Vice President, Subsea Robotics




(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, which in the
case of Mr. Lawrence, began 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 from
January 1, 2022 through December 31, 2024, to 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
award agreement, and the final value of each performance unit may

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range from $0 to $200. Upon settlement, the value of the performance units will be payable in cash.

(3) Each restricted stock unit represents the equivalent of one share of Oceaneering common stock. Settlement of the restricted stock units will be made in shares of Oceaneering common stock.



In addition, effective February 25, 2022, the Board: (1) granted awards of
11,905 shares of restricted stock under the Incentive Plan to each of the
following nonemployee directors of Oceaneering: Ms. Karen H. Beachy, Mr. William
B. Berry, Ms. Deanna L. Goodwin, Mr. M. Kevin McEvoy, Mr. Paul B. Murphy, Jr.,
Mr. Jon Erik Reinhardsen, Dr. Kavitha Velusamy and Mr. Steven A. Webster; and
(2) granted an award of 17,677 shares of restricted stock under the Incentive
Plan to Mr. T. Jay Collins, 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
2022 without change from 2021. All cash retainers are payable on a quarterly
basis. The 2022 base cash retainer is $105,000 for Mr. Collins, as Chairman, 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, Corporate Governance and Sustainability
Committee.

In addition, the Compensation Committee approved: (1) the form of 2022
Performance Unit Agreement, including 2022 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 2022 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 forms of 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 "2022 LTIP Forms"), which are attached as exhibits to this report and incorporated by reference into this Item.



Effective as of February 25, 2022, the Compensation Committee approved the
payment of bonuses awarded in 2021 under Oceaneering's Incentive Plan to various
employees, including the Named Executive Officers and Mr. McDonald. The
Compensation Committee had previously established performance goals for the year
ending December 31, 2021 to be used as the basis for determining the final
value, if any, of annual cash bonus awards approved under the Incentive Plan
(the "2021 Bonus Program"). For executive officers, achievement was determined
by reference to Adjusted EBITDA, Free Cash Flow and safety performance measures,
for the year ended December 31, 2021. In determining Adjusted EBITDA for 2021
and following the recommendation of our executive management team, the
Compensation Committee exercised its interpretive authority under the Incentive
Plan and applied discretion to effectively reduce the impact of certain asset
write-offs on the determination of Adjusted

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EBITDA, and thereby reduce the amounts that otherwise would have been paid with
respect to the 2021 Bonus Program awards, by an aggregate of approximately $3.8
million. The following table summarizes the payments approved under the
2021 Bonus Program for the Named Executive Officers and Mr. McDonald:

Name                     2021 Bonus Program Amount
Roderick A. Larson      $                1,203,175
Alan R. Curtis          $                  405,597
David K. Lawrence       $                  356,203
Eric A. Silva           $                  355,253
Martin J. McDonald      $                  319,601

Effective as of February 25, 2022, the Compensation Committee set the annual base salaries for the Named Executive Officers and Mr. McDonald as follows:



Name                     2022 Base Salary
Roderick A. Larson      $         760,000
Alan R. Curtis          $         427,000
David K. Lawrence       $         375,000
Eric A. Silva           $         374,000
Martin J. McDonald      $         360,500


Effective as of February 25, 2022, the Compensation Committee approved a
performance-based annual cash bonus awards program under the Incentive Plan for
the year ending December 31, 2022 (the "2022 Bonus Program"). Bonuses under the
2022 Bonus Program for executive officers will be based 60% on Adjusted EBITDA,
25% on Free Cash Flow, 10% on safety performance measures and 5% on
environmental measures for the year ending December 31, 2022. Under this
program, the target and maximum possible bonuses for the Named Executive
Officers and Mr. McDonald, each as a percentage of such officer's base salary
for 2022, are as follows:

                                                                Target Bonus as a                Maximum Bonus as a
Name                                                        Percentage of Base Salary        Percentage of Base Salary
Roderick A. Larson                                                              125  %                           235  %
Alan R. Curtis                                                                   75  %                           141  %
David K. Lawrence                                                                75  %                           141  %
Eric A. Silva                                                                    75  %                           141  %
Martin J. McDonald                                                               70  %                           132  %

A summary of the 2022 Bonus Program is attached as an exhibit to this report and incorporated by reference into this Item.


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