Jon Erik Reinhardsen
OCEANEERING INTERNATIONALAbout Jon Erik Reinhardsen
Independent Class I director at Oceaneering International (OII) since October 2016, age 68. He holds an MSc in Applied Mathematics and Geophysics from the University of Bergen and brings 35+ years of global energy, subsea services, and operational leadership, including CEO experience. He is independent under NYSE rules and serves on the Compensation and the Nominating, Corporate Governance & Sustainability (NCGS) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Petroleum Geo-Services ASA (PGS) | Chief Executive Officer | 2008–2017 | Led through financial crisis, executed strategic fleet acquisitions, integrated technology; achieved safety incident rate improvements with ambition for industry-leading HSSEQ performance . |
| Alcoa, Inc. | President, Global Primary Products Growth | 2005–2008 | Senior operating role at global industrial; broadened global operations perspective . |
| Aker Solutions / Aker Kvaerner | EVP, Maritime; Deputy CEO, Oil & Gas (Houston); Group EVP; prior roles | 1997–2005 (leadership); 1983–1997 (various) | Oversaw large-scale engineering/construction operations across Americas, Australia, APAC; experience in environmental impact management and CO2 capture/storage initiatives . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Equinor ASA (NYSE: EQNR) | Chair | Since 2017 |
| Baring Group | Chair | Since 2023 |
| Telenor ASA | Director | 2014–2023 |
| Borregaard ASA | Director | 2016–2018 |
| Cameron International Corporation | Director | 2009–2016 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Class I); director since October 2016 . |
| Committee assignments | Compensation Committee member; NCGS Committee member . |
| Committee meeting cadence (2024) | Compensation: 4 meetings; NCGS: 4 meetings . |
| Board attendance | In 2024, Board held 6 meetings; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the Annual Meeting; nonemployee directors held regular executive sessions (chaired by Board/Committee chairs) . |
| Committee independence & interlocks | All standing committee members independent; no compensation committee interlocks; none of the company’s executives sit on boards/comp committees with OII directors . |
| Related-party transactions | Policy in place; Company disclosed no director/nominee had a direct or indirect material interest in any covered transactions in 2024 through the proxy date . |
Fixed Compensation
| Component (2024 policy) | Amount |
|---|---|
| Board annual cash retainer – Chair | $105,000 |
| Board annual cash retainer – Other nonemployee directors | $70,000 |
| Audit Committee – Chair / Member | $30,000 / $10,000 |
| Compensation Committee – Chair / Member | $20,000 / $10,000 |
| NCGS Committee – Chair / Member | $10,000 / $5,000 |
| Director benefits (2024) | Eligible for company medical plans and excess liability insurance; Board voted to discontinue all director insurance benefits after 2024 . |
| Jon Erik Reinhardsen – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 85,000 | 85,000 |
| Stock Awards ($) | 158,201 | 203,362 |
| Non-Equity Incentive Plan Comp ($) | — | — |
| All Other Compensation ($) | 45,127 | 43,046 |
| Total ($) | 288,328 | 331,408 |
Notes:
- OII targets approximately one-third cash and two-thirds equity for nonemployee director total direct compensation (mid-market vs. peer group) .
- Increase in 2024 stock award value reflects larger RS grant value company-wide for directors; cash retainer mix unchanged for him (base + committee member fees) .
Performance Compensation
| Equity Grant Details | 2023 | 2024 |
|---|---|---|
| Equity type | Restricted stock (time-based) | Restricted stock (time-based) |
| Shares granted (non-chair directors) | 7,994 outstanding per director at 12/31/2023; Reinhardsen included | 8,743 granted to each nonemployee director; outstanding per director at 12/31/2024: 8,743 |
| Grant date fair value ($) | $158,201 | $203,362 |
| Vesting/acceleration | Subject to possible earlier vesting on change of control or death per award agreements |
- Directors do not receive performance-based cash bonuses; equity is time-based and not tied to operating metrics (director program) .
- Compensation Committee engages independent consultant Meridian; no conflicts identified; director pay aligned to peer practices .
Other Directorships & Interlocks
| Company | Role | Relevance to OII |
|---|---|---|
| Equinor ASA | Chair (since 2017) | Large E&P that can be a customer for offshore/subsea services; potential situational overlap but no covered related-person transactions disclosed for 2024 . |
| Baring Group | Chair (since 2023) | Financial services role; no OII-related transactions disclosed . |
| Telenor ASA | Director (2014–2023) | Telecom; historical role . |
| Borregaard ASA | Director (2016–2018) | Chemicals; historical role . |
| Cameron International | Director (2009–2016) | Oilfield equipment; historical role . |
Expertise & Qualifications
- Maritime/Offshore/Admiralty: Deep leadership in offshore oil and gas services, fleet strategy, and subsea technologies .
- Global business leadership: Multi-continent operations oversight at PGS and Aker; cross-border regulatory exposure .
- HSSE: Demonstrated reduction in safety incident rates at PGS; environmental impact and CCS exposure at Aker .
Equity Ownership
| Holder | Beneficially Owned Shares | RSUs | Total Reported | Notes |
|---|---|---|---|---|
| Jon Erik Reinhardsen | 86,945 | — | 86,945 | No outstanding stock options for any directors/officers; each director individually owns 0.7% or less of outstanding shares . |
| Alignment Policies | Requirement / Status |
|---|---|
| Director stock ownership guideline | 5x annual cash retainer; directors/officers expected to meet within 5 years; current nonemployee directors (unless within initial window) satisfy the guidelines . |
| Hedging / Pledging / Margin | Prohibited for directors, officers, employees . |
Governance Assessment
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Strengths
- Independent, globally experienced operator with subsea domain depth; active on Compensation and NCGS committees with full-year meeting participation cadence (4 each) in 2024, supporting board effectiveness and oversight of pay, succession, and governance .
- Solid attendance and engagement culture (≥75% for all directors; all attended Annual Meeting; regular executive sessions) .
- Director pay structure tilted to equity (~2/3) and robust ownership policy (5x retainer) with anti-hedging/pledging rules—good alignment signals; insurance perquisites discontinued after 2024 (reduces non-aligned benefits) .
- Compensation oversight credibility: independent consultant (Meridian) retained; no consultant conflicts; high say-on-pay support in the last two years (93% and 94%) indicating investor confidence in pay governance .
-
Watch items
- External chair role at Equinor ASA (potential major sector customer) increases the need for vigilant related-party screening and recusals; OII disclosed no director-related covered transactions in 2024 through the proxy date, mitigating conflict concerns to date .
- No committee chair role at OII (member only) reduces direct leadership influence on committee agendas relative to peers but preserves independence of oversight .
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Compensation mix and trends
- YoY increase in director equity value ($203k in 2024 vs. $158k in 2023) raises exposure to shareholder outcomes while cash pay remained flat for him (base + committee fees total $85k), consistent with alignment narrative .