Roderick Larson
About Roderick A. Larson
Independent director since 2014; age 58. Currently President and Chief Executive Officer of Oceaneering International, Inc. (NYSE: OII) and serves on NPKI’s Audit, Compensation, and ESG Committees; previously chaired the ESG Committee (2018–2022). Education not disclosed in the proxy; background spans 30+ years in engineered services, manufacturing, and global operations across Oceaneering, Baker Hughes, and Western Atlas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oceaneering International, Inc. | COO; then President; appointed Director and CEO | COO: May 2012; President: Feb 2015; CEO/Director: May 2017–present | Leads global engineered services/products; public company CEO perspective |
| Baker Hughes, Inc. | President, Latin America; VP Operations (Gulf of Mexico); Deepwater BD Manager | Aug 1998–May 2012 | Regional leadership and deepwater operations expertise |
| Western Atlas, Inc. (acquired by Baker Hughes) | Operations Manager; Field Engineer (US, Venezuela) | 1990–1998 | Early technical/operations foundation |
| NPK International Inc. (NPKI) | Chair, ESG Committee | May 2018–Apr 2022 | Drove governance oversight and board evaluation processes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oceaneering International, Inc. (NYSE: OII) | President & CEO; Director | 2017–present | Public company leadership; one other public board service |
| American Petroleum Institute | Board member | Not disclosed | Industry policy/standards input |
| National Ocean Industries Association | Board member | Not disclosed | Offshore industry advocacy |
| National Petroleum Council | Council member | Not disclosed | Energy advisory role |
| Houston American Heart Association | Chairman | Not disclosed | Non-profit leadership |
Board Governance
- Committee assignments: Audit, Compensation, ESG; not currently a committee chair. Audit Chair: Claudia M. Meer; Compensation Chair: Donald W. Young; ESG Chair: Michael A. Lewis.
- Independence: Board determined Larson is independent under NYSE listing standards after reviewing relationships; seven of eight directors are independent.
- Attendance: Board met 11 times in 2024; each director attended at least 90% of Board and committee meetings; all then-directors attended the 2024 Annual Meeting; independent directors meet regularly in executive session.
- Committee activity levels (2024): Audit met 7 times; Compensation met 9 times (one action by unanimous written consent); ESG met 4 times.
- Board leadership: Independent non-executive Board Chair (Rose M. Robeson); no Lead Director deemed necessary.
- Ownership guidelines: Non-employee directors must hold stock valued at 5× annual cash retainer; all directors in compliance as of March 24, 2025.
- Hedging/pledging: Prohibited for directors; no pledging of director/executive shares reported.
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Cash fees (Larson) | $77,500 | Total cash fees received for 2024 |
| Equity retainer (Larson) | $124,998 (grant-date fair value) | Restricted stock under 2014 Non-Employee Directors’ Restricted Stock Plan |
| 2025 cash fee structure (non-employee directors) | $80,000 annual cash retainer | Effective Jan 1, 2025 |
| 2025 Board Chair cash retainer | $50,000 | Effective Jan 1, 2025 |
| 2025 Committee Chair cash retainers | Audit $20,000; Compensation $16,500; ESG $13,750 | Effective Jan 1, 2025 |
| 2025 Equity retainers | Board Chair $155,000; other directors $125,000 | Granted at annual meeting price |
Performance Compensation
| Award Type | Grant/Status | Quantitative Detail | Vesting Schedule |
|---|---|---|---|
| Director restricted stock (2024 grant) | Outstanding as of 12/31/2024 | 16,108 shares outstanding; grant-date fair value $124,998 | Vests fully on May 15, 2025 |
| Plan mechanics | 2014 Non-Employee Directors’ Restricted Stock Plan | Equity value determined by closing price on grant date (annual meeting) | Time-based vesting; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Oceaneering International, Inc. | NYSE: OII | President & CEO; Director | No related-party transactions with NPKI disclosed; Board’s Related Person Policy requires Audit Committee approval of covered transactions; directors cannot approve transactions where they are a related person. |
Expertise & Qualifications
- Board matrix marks Larson for Strategic Vision, Mergers & Acquisitions, Global Operations, Accounting/Financial, HR/Compensation, IT/AI/Cybersecurity, Risk Management, ESG, among others, reflecting broad operational and governance competency relevant to NPKI’s strategy.
- Current public company CEO experience provides real-time operational insight, capital discipline, and safety/ESG oversight capability.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Roderick A. Larson | 233,651 | <1% | Includes 217,543 shares held by LFV, LP, in which Larson has a 50% limited partner interest; none of his shares are pledged. |
| Unvested director restricted stock (as of 12/31/2024) | 16,108 | — | Will fully vest May 15, 2025. |
| Director ownership guideline compliance | In compliance | — | 5× annual cash retainer requirement; all non-employee directors compliant as of Mar 24, 2025. |
Governance Assessment
- Strengths:
- Independent director with multi-committee participation (Audit, Compensation, ESG), strong attendance record, and demonstrated ESG leadership as former ESG Committee Chair.
- Robust guardrails: majority voting with director resignation policy, executive sessions, prohibition on hedging/pledging, and director ownership guidelines.
- Compensation Committee uses an independent consultant; potential conflicts assessed and deemed immaterial (Zayla’s parent provided benefit plan services).
- Potential investor watchpoints:
- Dual role as CEO/Director at OII increases time-commitment demands; however, NPKI policy caps public boards and directors are in compliance; attendance ≥90% mitigates concern.
- No disclosed related-party transactions with Larson; monitor ongoing for any NPKI–OII business interactions given his executive position.
- Market signals:
- Strong shareholder support: each director nominee in 2024 received ≥86% support; Say-on-Pay passed with 91% approval.
RED FLAGS: None disclosed specific to Larson (no pledging, no related-party transactions, independence affirmed). Continue monitoring for potential interlocks with OII and sustained attendance/engagement given external commitments.