🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Oceaneering International. It's a formal notice and information packet sent to shareholders ahead of the company's annual meeting. Think of it as an agenda and report card for the yearly shareholder gathering, where owners get to vote on key company decisions.

The meeting will be held on Friday, May 15, 2026, at 8:30 A.M. Central Time at 5775 N. Sam Houston Pkwy. W., Houston, Texas 77086. Shareholders of record as of March 23, 2026, are eligible to vote.

👉 Why it matters: This document tells you what you're voting on, who is running the company, how the top executives are paid, and the rules that govern the company's leadership. It's essential for understanding corporate governance.

🏢 What The Company Does

👉 In simple terms: Oceaneering is a global engineering and robotics company that works in harsh environments, mostly underwater. They build and operate remote-controlled robots (ROVs) for the oil and gas industry, provide inspection services, and also do work for the U.S. government in aerospace and defense.

The company is organized into five main segments:

• Subsea Robotics (SSR): Underwater robots and automation.
• Manufactured Products (MP): Builds subsea and surface equipment.
• Offshore Projects Group (OPG): Provides services like well construction and repair.
• Integrity Management & Digital Solutions (IMDS): Uses software and data to help customers manage assets.
• Aerospace and Defense Technologies (ADTech): Serves U.S. government and space customers.

The CEO, Roderick Larson, highlighted a strong safety incident rate of 0.22 in 2025 and noted strategic moves like expanding defense contracting and acquiring a company called Global Design Innovation Ltd. (GDi).

🗳️ What You're Voting On

Shareholders are being asked to vote on three main proposals. The Board recommends voting FOR all of them.

1. Election of Directors: Vote to elect three members to the Board's Class I: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen.
2. "Say-on-Pay" Advisory Vote: An advisory (non-binding) vote to approve the compensation of the company's named executive officers.
3. Ratify the Auditor: Vote to ratify the appointment of Ernst & Young LLP as the independent auditing firm for 2026.

👥 Board of Directors & Governance

The Board has 10 members, with an average age of 65 and average tenure of 8 years. Except for the CEO, all directors are considered independent.

The Board operates through three key committees:

• Audit Committee (Chair: Paul B. Murphy, Jr.)
• Compensation Committee (Chair: Deanna L. Goodwin)
• Nominating, Corporate Governance & Sustainability Committee (Chair: Jon Erik Reinhardsen)

The company emphasizes strong governance: the Board Chair and CEO roles are separate, directors have robust stock ownership guidelines, and there's a strict policy prohibiting hedging or pledging company stock.

👉 Why it matters: A skilled, independent board provides oversight and holds management accountable. The structure and experience matrix (which includes skills in energy, finance, technology, and risk management) are designed to guide the company's strategy.

💰 Executive Compensation Philosophy

Oceaneering states its compensation program is designed to attract talent, motivate performance, and align pay with long-term shareholder success. Key features include:

• Performance-based: A significant portion of pay is variable, tied to short-term and long-term incentives.
• Stock-focused: Uses restricted stock awards to align executives with shareholders.
• What they DON'T do: They do not provide tax gross-ups, single-trigger severance, or allow hedging/pledging of company stock.
• Clawback Policy: They have a policy to reclaim compensation in certain cases of misconduct or financial restatement.

👉 Why it matters: This tells you how the company's leaders are incentivized. The focus on long-term stock awards suggests management's interests are tied to the company's future performance, not just short-term goals.

🔮 Business Outlook & Strategy

CEO Roderick Larson's message frames the company's approach around execution, safety, and strategic investment. Key strategic priorities mentioned include:

• Growth in U.S. government defense contracting.
• Expanding inspection and visualization capabilities through the GDi acquisition.
• Energy Transition: The company acknowledges the long-term need for oil and gas but is actively diversifying into emerging energy and non-energy markets. They monitor climate-related demand and invest in technologies to help customers reduce carbon emissions.
• Core Focus: They will continue to leverage their core competencies in robotics, harsh-environment operations, and technology.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Technical Expertise: Deep knowledge in subsea robotics and harsh-environment operations.
• Diverse End Markets: Serves both traditional energy and growing defense/aerospace sectors.
• Strong Safety Culture: Leadership emphasizes a record-low safety incident rate.
• Experienced Board: Directors have significant industry, financial, and governance experience.

⚠️ Risks & Challenges:

• Oil & Gas Dependency: A majority of revenue comes from the cyclical energy sector, making the company sensitive to commodity prices and industry spending.
• Energy Transition Uncertainty: The pace and direction of the shift to lower-carbon energy create strategic uncertainty.
• Competitive Markets: Faces competition in all its business segments.
• Government Contracting: Business with the U.S. government is subject to regulatory changes and budgetary pressures.

🧠 The Analogy

Investing in Oceaneering is like backing a highly specialized toolmaker and contractor for the offshore world. The company owns the advanced "tools" (robots, sensors) and has the skilled "crew" (engineers, technicians) to work in tough, deep-sea conditions. The annual meeting is where the toolmaker's owners (shareholders) check the toolbox, review the foreman's (CEO's) plan, and approve the pay for the master craftsmen.

📇 Key Contacts & People

• Chief Executive Officer: Roderick A. Larson
• Board Chair: M. Kevin McEvoy
• Senior Vice President, Chief Legal Officer and Secretary (Proxy Contact): Jennifer F. Simons
• Company Address: 5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086
• Investor Website: investors.oceaneering.com
• Proxy Materials Website: www.proxydocs.com/OII

(Note: This summary includes all named director nominees, executive officers, and committee chairs as disclosed in the filing. For a full list of all 10 directors and their detailed biographies, please refer to the original document.)

🧩 Final Takeaway

This proxy season, Oceaneering shareholders are asked to re-elect an experienced board and approve a pay-for-performance compensation plan, while the company balances its core subsea energy business with strategic diversification into government defense and digital solutions amid the ongoing energy transition.