Benjamin M. Laura
OCEANEERING INTERNATIONALAbout Benjamin M. Laura
Benjamin M. Laura is Senior Vice President and Chief Operating Officer of Oceaneering International (effective January 1, 2025), previously serving as Senior Vice President and Chief Innovation Officer since October 2022; he joined Oceaneering in 2014 and has held progressively larger operations roles across Service, Rentals, and Offshore Projects Group . He is 45 and holds a B.S. in Mechanical Engineering (Mississippi State University) and an M.S. in Engineering Technology Management (Oklahoma State University) . Company performance indicators during his recent leadership period include 2024 revenue of $2.7 billion (+10% YoY), adjusted EBITDA of $347 million (+20% YoY), and three-year TSR of 142% for the 2022–2024 period . He was promoted to COO based on a decade of “leadership, vision, and drive,” with deep functional/operational experience and change-leadership credentials highlighted by the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oceaneering International | Director, Subsea Services | 2014–2015 | Early operating leadership at Oceaneering; pathway to subsequent VP/SVP roles . |
| Oceaneering International | VP, Service, Technology & Rentals | 2015–Mar 2020 | Expanded responsibilities across service and rentals; foundation for SVP transitions . |
| Oceaneering International | SVP, Service and Rental | Mar 2020–May 2020 | Short transitional SVP mandate across service/rental portfolio . |
| Oceaneering International | SVP, Offshore Projects Group | May 2020–Oct 2022 | Led OPG operations during recovery and growth; direct operations remit . |
| Oceaneering International | SVP & Chief Innovation Officer | Oct 2022–Dec 2024 | Drove innovation agenda; recognized by CEO for leadership and change management . |
| Oceaneering International | SVP & Chief Operating Officer | Jan 2025–present | Enterprise operations leadership; role emphasizes execution and operational efficiency . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Hughes Incorporated | VP & Managing Director, Baker Hughes do Brasil | Pre-2014 | Senior P&L and country leadership in Brazil; upstream services exposure . |
Fixed Compensation
| Component | FY 2024 Value | Notes |
|---|---|---|
| Base Salary | $394,748 | Approved Feb 2024; +5% YoY for Laura . |
| Target Bonus % of Base | 75% | Annual Cash Bonus Program target . |
| Actual Bonus Paid (2024) | $256,685 | Based on 2024 performance vs plan . |
| RSU Grant (2/23/2024) | 14,234 units; grant-date fair value $312,721 | RSUs vest on 3rd anniversary; shares withheld for taxes . |
| SERP Company Contribution (2024) | $78,950 | SERP credit at 20% of base salary for Laura . |
| Perquisites (2024) | $20,647 | Excess liability insurance; supplemental medical plan . |
Performance Compensation
Annual Incentive (FY 2024)
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $355M | $348M (98% of target) | 95% of target for this component . |
| Free Cash Flow | 25% | $130M | $96M (74% of target) | 58% of target for this component . |
| Safety | 10% | Verified safety controls | 108% vs target | 108% payout on safety . |
| Environmental | 5% | Environmental resiliency activities | 90% vs target | 90% payout on environmental . |
| Overall Bonus Payout | — | — | — | 87% of overall target . |
Long-Term Incentives
| Element | Laura Target (Feb 2024) | Vesting/Performance | Performance Mechanics |
|---|---|---|---|
| RSUs | $296,061 target; 14,234 units; Reference Price method | Vest on 3rd anniversary of grant (Feb 23, 2027) | Service-based; settled in stock; withholding for taxes . |
| Performance Units (2024–2026) | $296,100 target cash value | 3-year performance period (2024–2026) | 70% Cumulative Adjusted EBITDA: Threshold $852M; Target $1,065M; Max $1,598M. 30% Relative TSR: Threshold 30th percentile; Target 50th; Max >90th. Payout range $0–$200 per unit; TSR capped at target if absolute TSR negative . |
| Performance Units (2022–2024) | Program-wide attainment | Cumulative Adj. EBITDA $867M; Relative TSR 67th percentile; overall weighted payout 137% | Cash payments reflected in 2024 Non-Equity Incentive Compensation for NEOs . |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Direct/Common Shares (as of Mar 17, 2025) | 46,977 | Includes 8,695 share equivalents in 401(k) trust (voting direction right) . |
| RSUs credited (subject to vesting) | 46,356 | No voting/investment power over RSUs . |
| Total Beneficial + RSU | 93,333 | Individual beneficial ownership ≤0.7% of shares outstanding . |
| Unvested RSUs (Dec 31, 2024) | 36,683 units; $956,693 market value at $26.08/share | Delivery schedule: 8,788 (2/25/2025), 13,661 (2/24/2026), 14,234 (2/23/2027) . |
| Shares acquired on vesting in 2024 | 21,436 shares; $471,410 value | Vested on 2/26/2024 at $21.97/share and 6/23/2024 at $22.02/share . |
| Options | None outstanding | Company has not used options since 2006 . |
| Hedging/Pledging | Prohibited for directors/officers (shorts, derivatives, hedging, margin/pledging) | Reduces alignment risk from collateralized pledges . |
| Ownership Guidelines | COO/Senior Corporate SVPs: 3x base salary; Other SVPs: 2x | Expectation to meet within 5 years; current NEOs generally satisfy guidelines unless within initial period . |
Employment Terms
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Change-of-Control Economics and Triggers
- Plan participation: CoC Plan (2018) for executives not party to Legacy CoC; Laura is a participant .
- Double-trigger: Lump-sum severance on termination by the Company without “cause” or by the executive for “good reason” in connection with a change of control .
- Cash multiple: 2x the sum of highest base salary + target annual bonus + annualized COBRA premium; Laura’s modeled severance amount: $1,410,262 .
- Benefits: 12 months of post-employment health insurance coverage under the CoC Plan .
- Equity treatment on CoC: Performance units deemed earned at target, remain subject to service through original vest date (unless Legacy CoC applies); RSUs accelerate per award terms .
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Termination/Acceleration (modeled at 12/31/2024)
- Death/Disability: RSUs and performance units vest at target; Laura—RSUs $956,693; PUs $760,800; SERP vested $501,845; SERP unvested $130,389 .
- Change-of-Control with termination: RSUs $956,693; PUs $760,800; severance $1,410,262; benefits $18,600; SERP vested $501,845; SERP unvested $130,389; accrued salary/vacation $60,730 .
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Definitions
- “Cause” (CoC Plan): material breach/violations, failure to perform, fraud/theft/embezzlement, certain criminal outcomes .
- “Good Reason”: adverse changes in compensation scope/responsibilities, relocation, failure of successor to assume agreements .
-
Clawback Policy
- Adopted Aug 2023; requires recovery of erroneously awarded incentive-based compensation for prior three fiscal years upon accounting restatements per SEC/NYSE standards .
-
Deferred Compensation (SERP)
- 2024: Company contribution $78,950; aggregate balance $632,234; 2024 earnings $69,096; no executive contributions from Laura in 2024 .
Investment Implications
- Compensation alignment: High variable pay and multi-year performance units tied to Cumulative Adjusted EBITDA (70%) and Relative TSR (30%) support pay-for-performance; 2024 bonus paid at 87% of target on mixed FCF/EBITDA outcomes . RSUs vesting across 2025–2027 extend retention and alignment through continued service .
- Retention risk and selling pressure: Meaningful unvested RSUs (36,683 units) and upcoming vest dates (Feb 2025/2026/2027) imply continuing retention hooks; 2024 RSU vest deliveries (21,436 shares) created potential liquidity events but options/pledging risks are structurally limited by policy .
- Change-of-control protection: 2x cash multiple plus accelerated equity at target under CoC Plan suggests balanced protection; double-trigger design limits windfalls without job loss; modeled severance and equity values quantify exposure .
- Governance and alignment safeguards: Prohibitions on hedging/pledging/margin, stock ownership guidelines (3x base for COO), and clawback policy reduce misalignment and reputational risk; NEOs generally comply with ownership guidelines unless within initial five-year period .
- Execution track record context: Company-level momentum—2024 revenue $2.7B (+10% YoY), adjusted EBITDA $347M (+20% YoY), share repurchases (~$20M), and three-year TSR of 142%—provides favorable backdrop for COO execution focus in core operations .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus – Adjusted EBITDA (2024) | 60% | $355M | $348M | 95% of target | Cash (paid Feb 2025) |
| Annual Bonus – Free Cash Flow (2024) | 25% | $130M | $96M | 58% of target | Cash (paid Feb 2025) |
| Annual Bonus – Safety (2024) | 10% | Qualitative verification | 108% | 108% | Cash (paid Feb 2025) |
| Annual Bonus – Environmental (2024) | 5% | Qualitative resiliency | 90% | 90% | Cash (paid Feb 2025) |
| LTI – RSUs (Grant 2/23/2024) | — | $296,061 target; 14,234 units | — | — | Vest on 2/23/2027 |
| LTI – Performance Units (2024–2026) | — | $296,100 target | In-progress | $0–$200 per unit; TSR capped at target if negative | Payable in cash after 3 years |
| LTI – Performance Units (2022–2024) | — | Program targets set in 2022 | Achieved: $867M cum Adj. EBITDA; 67th percentile TSR | Overall payout 137% | Paid in cash; included in 2024 non-equity comp |
Equity Ownership & Alignment (Vesting Schedule)
| Agreement Year | Units | Scheduled Delivery |
|---|---|---|
| 2022 RSU | 8,788 | 2/25/2025 |
| 2023 RSU | 13,661 | 2/24/2026 |
| 2024 RSU | 14,234 | 2/23/2027 |
Employment Terms (Change-of-Control Detail)
| Element | Laura Specifics |
|---|---|
| Severance Multiple | 2x (base + target bonus + COBRA premium) |
| Modeled CoC Severance | $1,410,262 |
| Benefits Continuation | 12 months health benefits |
| RSU Acceleration (CoC + Termination) | $956,693 (value at $26.08/share) |
| Performance Units (CoC + Termination) | $760,800 (per award terms) |
| Definitions (Cause/Good Reason) | As specified in CoC Plan |
| Clawback | SEC/NYSE-compliant, 3-year lookback |
Investment Implications
- Strong alignment: Mix of cash bonus and multi-year equity tied to EBITDA/TSR metrics, ownership guidelines, and no hedging/pledging supports alignment and reduces governance red flags .
- Retention visibility: Material unvested RSUs through 2027 and active performance units support retention; upcoming RSU deliveries may create periodic supply but options-related selling pressure is absent given no stock options .
- Balanced protection: Double-trigger CoC and clawback framework moderate asymmetric outcomes; modeled severance and equity acceleration quantify risk in event-driven scenarios .
- Execution setup: Company-level growth and improved profitability through 2024 provide favorable operating backdrop for Laura’s COO mandate; three-year TSR outperformance underpins shareholder alignment signals .