Deanna L. Goodwin
OCEANEERING INTERNATIONALAbout Deanna L. Goodwin
Independent Class II director at Oceaneering International, Inc. (OII); age 60; director since February 2018. A Chartered Professional Accountant, she qualifies as an audit committee financial expert under SEC/NYSE rules and brings ~40 years of offshore engineering, manufacturing, and construction experience including divisional CFO roles and senior operating leadership at Technip SA and Veritas DGC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Technip SA | President, North America; COO, Offshore; SVP Operations Integration; SVP & CFO, Technip USA | 2008–2017 | Led $1.3B Global Industries acquisition and integration; financial strategy and operational control |
| Veritas DGC, Inc. | President (Land, Western Hemisphere); SVP Operations; CFO & VP, Land; Manager, Financial Reporting | 1993–2008 | Mitigated cyclical energy risks; operational leadership across geophysics services |
| Price Waterhouse | Audit/assurance roles | 1987–1993 | Public accounting and audit background |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Kosmos Energy Ltd. (NYSE: KOS) | Director | 2018 | Chair, Health, Safety, Environment & Sustainability; Member, Compensation |
| Arcadis NV (OTCMKTS: ARCAY) | Director | 2016 | Chair, Audit Committee |
Board Governance
- Committees at OII: Chair, Compensation Committee; Member, Audit Committee; independent director; designated audit committee financial expert alongside the Audit Chair .
- Board independence: All directors except the CEO are independent per NYSE standards .
- Attendance: In 2024, the Board met 6 times and committees met 15 times; each director attended at least 75% of aggregate meetings; Audit met 7 times; Compensation met 4 times .
- Governance practices: Prohibits hedging/pledging; robust stock ownership guidelines; annual self/peer assessments; executive sessions without management .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Non-employee directors receive equal cash retainer |
| Committee membership fee (Audit) | $10,000 | Member fee |
| Committee chair fee (Compensation) | $20,000 | Chair fee |
| Total cash (Goodwin) | $100,000 | Summation aligns to role mix |
| Insurance/benefits (All Other Compensation) | $29,987 | Medical/supplemental coverage; director insurance discontinued after 2024 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual restricted stock (2024) | 05/10/2024 | 8,743 | $203,362 | Restricted stock; earlier vesting on change of control or death; other terms per award agreements |
| Annual restricted stock (2025) | 05/09/2025 | 9,687 | — | Non-open market grant; Form 4 acquisition at $0 (director stock award) |
OII’s director pay mix targets ~1/3 cash and ~2/3 equity at grant-date fair value; compensation targeted at mid-range of peer group per independent consultant (Meridian) .
Other Directorships & Interlocks
| Company | Sector Relationship to OII | Potential Interlock Considerations |
|---|---|---|
| Kosmos Energy (E&P) | Customer-side oil & gas E&P | OII’s related party policy reviewed transactions >$120k; Company states no director had a direct/indirect material interest in covered transactions in 2024 through proxy date |
| Arcadis NV (Design/Engineering) | Engineering services | No conflicts disclosed; NCGS Committee evaluates related-person transactions annually |
Expertise & Qualifications
- Financial management and accounting oversight; audit committee financial expert designation .
- Risk management in offshore operations; M&A integration leadership (Technip’s $1.3B Global Industries acquisition) .
- HSSE oversight experience via external role as KOS HSES Chair .
Equity Ownership
| Holder | Beneficial Shares | RSUs/Restricted Stock Units Count | Total Reported | % of Class |
|---|---|---|---|---|
| Deanna L. Goodwin | 28,642 | — | 28,642 | ≤0.7% (each director ≤0.7%) |
- Stock ownership guidelines: Directors must hold ≥5x cash retainer; company indicates current directors satisfy guidelines unless within initial 5-year compliance period .
- Hedging/pledging: Company prohibits derivatives, short sales, hedging, and pledging by directors and officers .
- No pledged shares or margin accounts disclosed for Goodwin; no stock options outstanding for directors .
Insider Trades
| Date | Issuer | Transaction | Shares | Price | Post-holdings |
|---|---|---|---|---|---|
| 05/09/2025 | Oceaneering (OII) | Acquisition (Director grant, non-open market) | 9,687 | $0.00 | 38,329 direct |
| 06/06/2024 | Kosmos Energy (KOS) | Grant (Form 4) | — | — | — |
Governance Assessment
- Strengths: Independent chairmanship of the Compensation Committee with long-tenured finance/operator background; independent Audit membership with “financial expert” designation; high say-on-pay support (83.7% FOR in 2025; 93–94% prior two years) indicating shareholder confidence in pay governance . Formal clawback aligned with SEC/NYSE; strong prohibitions on hedging/pledging; robust stock ownership guidelines .
- Committee effectiveness: Compensation Committee engages Meridian Compensation Partners (independent since 2015); oversees severance/CoC arrangements, clawback administration, and director pay structure; held 4 meetings in 2024; Audit held 7 meetings, reviewed earnings releases and 10-Qs, and met in executive sessions with internal audit and external auditors .
- Conflicts/related-party: Company policy covers related-person transactions ≥$120k; disclosure states no director had direct/indirect material interest in covered transactions in 2024 through the proxy date; no family interlocks for Goodwin disclosed .
- Attendance/engagement: Board and committees scheduled non-overlapping meetings; all directors ≥75% attendance; chairs lead executive sessions—Compensation and Audit chaired sessions (by committee chairs) support independent oversight .
RED FLAGS
- None disclosed for Goodwin: no pledging/hedging, no related-party transactions, and no attendance shortfall noted .
Signals affecting investor confidence
- Compensation governance consistent with best practices (no excise tax gross-ups; no single-trigger severance; capped incentives; TSR safeguards) which anchor board credibility overseeing pay-for-performance .
- Continued independent oversight and shareholder support for compensation and incentive plan amendments (approval of amended and restated 2020 plan) .