Alan R. Curtis
OCEANEERING INTERNATIONALAbout Alan R. Curtis
Senior Vice President & Chief Financial Officer of Oceaneering International, Inc. (OII) since 2015; began his career at OII in 1995 as a Financial Controller and has served in a variety of finance leadership roles. OII plans a CFO succession with his retirement effective January 1, 2026, with Curtis supporting the transition thereafter . Company performance under the current leadership cohort: 2024 revenue $2.7B (+10% YoY), operating income $246M (+36%), net income $147M (+51%), adjusted EBITDA $347M (+20% YoY), positive free cash flow, and 3-year TSR of 142% (non-GAAP metrics as defined in the proxy) . Share price increased from $21.28 (Dec 29, 2023) to $26.08 (Dec 31, 2024); 825K shares repurchased ($20M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oceaneering International, Inc. | Senior Vice President & Chief Financial Officer | 2015–2026 (planned retirement) | CFO for ~a decade; leadership praised for strengthening financial and organizational frameworks, enhancing portfolio, and steady shareholder returns . |
| Oceaneering International, Inc. | Financial Controller | 1995 (career start) | Early finance leadership; foundational experience cited in CFO succession release . |
Fixed Compensation
Summary Compensation (Alan R. Curtis)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 427,000 | 452,620 | 466,199 |
| Stock Awards ($) | 479,190 | 650,972 | 738,631 |
| Non-Equity Incentive Plan Compensation ($) | 1,013,892 | 1,528,946 | 1,285,840 |
| All Other Compensation ($) | 149,121 | 157,333 | 162,963 |
| Total ($) | 2,069,203 | 2,789,871 | 2,653,633 |
2024 Fixed Pay & Retirement Benefits
| Item | Value |
|---|---|
| Base Salary | $466,199 |
| SERP Participation (% of base) | 25% |
| Company Contribution to SERP (2024) | $116,550 |
| Company Contribution to 401(k) (2024) | $20,700 |
Performance Compensation
2024 Annual Cash Bonus Structure and Outcomes
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $355M | 98% of target | 95% of target |
| Free Cash Flow | 25% | $130M | 74% of target | 58% of target |
| Safety | 10% | Company goals | 108% of target | 108% of target |
| Environmental | 5% | Company goals | 90% of target | 90% of target |
| Overall Program Payout | — | — | — | 87% of target |
| CFO Target Bonus (% of base) | — | 80% | — | — |
| CFO Actual Annual Bonus (2024) | — | — | — | $323,356 |
Long-Term Incentives (RSUs)
| Grant Year | Target RSU Value ($) | RSUs Granted (#) | Vesting (anticipated delivery) |
|---|---|---|---|
| 2024 | $699,299 | 33,620 | 2/23/2027 |
| 2023 | — | 32,894 | 2/24/2026 |
| 2022 | — | 33,889 | 2/25/2025 |
Notes: RSUs vest in full on the 3rd anniversary of grant; settlement in common shares with withholding for taxes; no voting or dividend rights prior to settlement .
Long-Term Incentives (Performance Units)
| Program | Metric | Weight | Threshold | Target | Maximum | Outcome (Program-Level) |
|---|---|---|---|---|---|---|
| 2024–2026 | Cumulative Adjusted EBITDA | 70% | $852M | $1,065M | $1,598M | In progress (pays on 3rd anniversary) |
| 2024–2026 | Relative TSR | 30% | 30th percentile | 50th percentile | >90th percentile | In progress; capped at target if absolute TSR negative |
| 2022–2024 | Cumulative Adjusted EBITDA | 80% | — | — | — | $867M achieved; 135% of target |
| 2022–2024 | Relative TSR | 20% | — | — | — | 67th percentile (6/16 peers); 142% |
| 2022–2024 | Overall weighted payout | — | — | — | — | 137% of target; paid in cash |
Notes: Performance units have $100 target value per unit; payout range $0–$200 per unit; vest and pay in cash on 3rd anniversary; if OII TSR is negative for the period, the TSR portion cannot exceed target .
Equity Ownership & Alignment
Beneficial Ownership (Common Shares + RSUs)
| As-of Date | Common Shares | RSUs (unvested) | Total |
|---|---|---|---|
| Mar 17, 2021 | 52,545 | 110,646 | 163,191 |
| Mar 29, 2023 | 89,947 | 116,277 | 206,224 |
| Mar 20, 2024 | 89,129 | 100,403 | 189,532 |
Notes: No outstanding stock options for OII executives; beneficial ownership per person ≤0.3% of outstanding shares; all directors and executives as a group ~1.3% in 2024 .
Stock Vested (Shares Delivered and Value Realized)
| Year | Shares Acquired on Vesting | Value Realized ($) |
|---|---|---|
| 2021 | 16,050 | 189,390 |
| 2022 | 26,047 | 368,305 |
| 2024 | 49,494 | 1,087,383 |
Policies reinforcing alignment:
- Stock ownership guidelines: 5x base for CEO; 3x for President/COO/Corporate Senior VPs; 2x for other Senior VPs; 5 years to comply; current NEOs in compliance (or within grace period) .
- Prohibitions: no hedging, short sales, derivatives trading, or pledging of OII shares by directors/officers/employees .
Employment Terms
- CFO succession: Curtis to retire as CFO effective January 1, 2026; to support transition; Michael W. Sumruld to join as SVP Finance on September 1, 2025 and is expected to succeed Curtis .
- Broad-based severance (involuntary termination, reduction in force): example amounts for Curtis as of Dec 31, 2024—cash severance $466,199; subsidized COBRA $2,387 .
- Change-of-control (CoC) protections: Legacy CoC Agreement (double-trigger). Upon CoC followed by termination without cause or for “good reason”: lump sum equal to 2x of the sum of highest base salary and target annual bonus; continuation benefits (~24 months); equity acceleration per award terms .
- Illustrative CoC with termination values (as of Dec 31, 2024):
- Cash severance: $1,678,316
- Continuation benefits: $168,913
- RSUs (accelerated): $2,618,510
- Performance Units (Legacy CoC: pay at $200/unit): $4,165,600
- SERP vested balance: $3,293,827
- Accrued salary/vacation: $66,344
Clawback: SEC/NYSE-aligned policy (Aug 2023) requiring recovery of incentive-based compensation for the 3 fiscal years preceding determination of a restatement (including error correction scenarios); applies to current/former executive officers .
Performance & Track Record
- 2024 highlights: revenue $2.7B (+10% YoY); operating income $246M (+36%); net income $147M (+51%); adjusted EBITDA $347M (+20%); 6th consecutive year of adjusted EBITDA growth; improved segment performance, backlog visibility in Manufactured Products ($604M) and 99% ROV uptime .
- Stockholder value: share price increased from $21.28 (Dec 29, 2023) to $26.08 (Dec 31, 2024); 825,427 shares repurchased ($20M) .
- Safety/engagement: TRIR improvements and workforce engagement noted; annual safety/environmental goals embedded in incentive structure .
Say-On-Pay & Shareholder Feedback
- Strong support for executive compensation program: ~93% and ~94% approval in the prior two years; program emphasizes pay-for-performance across short- and long-term metrics; Committee retained Meridian as independent consultant .
Compensation Peer Group (used for 2024 decisions)
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; Weatherford International plc (with Exterran replaced by Noble) .
Investment Implications
- High alignment: CFO’s pay design ties annual incentives to Adjusted EBITDA and Free Cash Flow, with multi-year PSUs linked to cumulative Adjusted EBITDA and relative TSR; meaningful ongoing RSU exposure and compliance with stock ownership guidelines; no hedging/pledging permitted .
- Limited single-trigger risk: Double-trigger CoC structure and clawback add investor protections; equity accelerates per award terms and CoC agreements only upon qualifying termination .
- Transition risk managed: Announced succession plan with defined timeline and transitional support reduces execution risk around finance leadership turnover .