Jennifer F. Simons
OCEANEERING INTERNATIONALAbout Jennifer F. Simons
Senior Vice President, Chief Legal Officer and Secretary at Oceaneering International (OII) since January 1, 2023; she attends Compensation Committee meetings alongside the CEO and CHRO, reflecting direct involvement in compensation governance . Company performance under her tenure includes revenue growth from $2.4B in 2023 to $2.7B in 2024, Adjusted EBITDA rising from $289M to $347M, and strong 3-year TSR outcomes (173% for 2021–2023; 142% for 2022–2024) . She was a Named Executive Officer (NEO) for 2023 and executed as Corporate Secretary (signatory on SEC filings) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oceaneering International, Inc. | SVP, Chief Legal Officer & Secretary | 2023–present | Oversees legal, corporate governance; attends Compensation Committee meetings to align pay and governance |
| Oceaneering International, Inc. | Corporate Secretary (SEC signatory) | 2024 | Executed company 8‑K promoting COO, enabling transparent officer transitions |
External Roles
No external directorships or committee roles disclosed.
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $400,000 |
| Target Bonus (%) | 75% of base salary |
| Actual Annual Bonus Paid ($) | $320,400 |
| Perquisites and Other ($) | $19,382 (excess liability insurance, supplemental medical) |
| 401(k) Company Contribution ($) | $19,800 |
| SERP Company Contribution ($) | $80,000 |
Performance Compensation
Annual Cash Bonus Program – 2023
| Performance Metric | Weight | Target Definition | Plan Target | Actual Attainment (% of Target) | Payout (% of Target) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | Consolidated net income before interest, taxes, depreciation, amortization; adjusted for specified items | $285M | 101% | 108% |
| Free Cash Flow | 25% | CFO less organic capex | $100M | 109% | 112% |
| Safety | 10% | Safety-critical controls and engineering improvements | — | 96% | 96% |
| Environmental | 5% | Environmental resiliency actions | — | 90% | 90% |
| Overall Bonus Outcome | — | — | — | — | 107% overall payout |
Long-Term Incentives Granted in 2023
| Component | Target Value ($) | Structure | Key Terms |
|---|---|---|---|
| RSUs (annual) | $350,000 | 16,957 RSUs granted 2/24/2023 | Vests at 3 years; settlement in shares; earlier vesting on death/disability/CoC per agreements |
| Performance Units (2023–2025) | $350,000 | Cash-settled; target $100 per unit | 70% Cumulative Adjusted EBITDA (Threshold $684M; Target $855M; Max $1,283M) and 30% Relative TSR (Threshold 30th pct; Target 50th; Max >90th); 0–200% payout; TSR portion capped at target if absolute TSR negative |
| RSUs (sign‑on) | $750,000 | 48,733 RSUs granted 1/1/2023 | Same vesting as RSUs; to offset forfeited awards from prior employer |
Equity Ownership & Alignment
Beneficial Ownership (as of March 20, 2024)
| Item | Amount |
|---|---|
| Direct Shares | 0 |
| RSUs (unvested/vested credited) | 83,358 |
| Total Beneficial Ownership (shares + RSUs) | 83,358 |
| Ownership % of Outstanding Shares | Each director/executive ≤0.6% of class; group 2.0% |
Stock Ownership Guidelines and Compliance
- Guideline multiple: Senior Vice Presidents must hold ≥2× base salary; counts direct, indirect, vested and unvested RSUs; 5-year compliance window from appointment .
- Hedging/pledging/short sales prohibited for directors/officers/employees .
Vesting Schedule (known grants)
| Grant | Shares | Vest Date |
|---|---|---|
| Sign-on RSUs (1/1/2023) | 48,733 | 1/1/2026 |
| RSUs (2/24/2023) | 16,957 | 2/24/2026 |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Company does not enter executive employment agreements |
| Change-of-Control (CoC) | Participates in Company CoC Plan; double-trigger (CoC plus termination without cause or for good reason) |
| Severance multiple | Lump-sum equals 2× (highest base salary + target bonus); plus one year of post-employment health benefits under CoC Plan |
| Equity on CoC/death/disability | Unvested RSUs and PSUs vest; PSUs at target on death/disability or CoC with termination; on CoC without termination PSUs deemed earned at target but require continued service through original vest date |
| Clawback | 3-year mandatory recovery of erroneously awarded incentive comp following required restatement; aligns with SEC/NYSE rules |
| Tax gross‑ups | No excise tax gross-ups; “net better-of” excise tax reduction/safe-harbor mechanism applies |
| Insider trading | Company policy bars derivatives, short sales, hedging, pledging; insider trading policy filed with 10‑K |
Investment Implications
- Pay-for-performance alignment: 2023 bonus paid at 107% due to EBITDA and FCF exceeding targets; LTI emphasizes multi-year EBITDA and relative TSR with caps to discourage windfalls on negative absolute TSR . This alignment supports shareholder-friendly design and reduces risk of excessive risk-taking.
- Retention and overhang: Significant RSU vesting in early 2026 (65,690 shares) may create localized selling pressure; ownership guidelines and prohibition on pledging/hedging mitigate misalignment and may temper near-term disposals .
- CoC protections are standard and double-trigger, with no tax gross-ups and robust clawback—reducing governance risk while ensuring continuity through strategic events .
- Governance credibility: High say-on-pay support (93% in 2023; 94% in 2024) and use of independent consultant (Meridian) suggest limited compensation-related shareholder friction, supporting valuation stability .