Karen H. Beachy
OCEANEERING INTERNATIONALAbout Karen H. Beachy
Independent Class II director at Oceaneering International (OII) since January 2021; age 54. She serves on the Audit and Compensation Committees and is deemed independent under NYSE standards. Education: BS in Political Science and MS in Marketing (Purdue University). Background spans 30+ years in energy transition, supply chain, government contracting, and risk management; currently a founder/principal at Think B3 Consulting LLC; also a director at Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Think B3 Consulting, LLC | Principal Consultant & Founder | 2021–present | Strategic/business planning advisory; energy transition strategy |
| The Alliance Risk Group, LLC | Associate | 2022–2024 | Risk management and capital efficiency advisory in energy sector |
| Black Hills Corp. (NYSE: BKH) | SVP, Growth & Strategy; VP, Growth & Strategy; VP; Director, Supply Chain | 2014–2020 | Led supply chain strategy, merger integrations, cost/third‑party risk management incl. cybersecurity |
| Vectren Corp. (formerly NYSE: VVC) | Leadership roles in operations and sourcing | 2010–2014 | Operations/sourcing leadership in regulated utilities |
| J. J. Y. Legner Associates | Business Development Consultant | 2009–2010 | Business development |
| Ignite Business Solutions | Owner; Consultant | 2008–2010 | Consulting |
| LG&E Energy Corp./LG&E and KU Energy LLC | LNG Project Manager (Germany expat); Change Mgmt Architect; Manager, Supplier Diversity; Operations Manager; Supervisory Underground C&M; Product Manager, Telecom | 1997–2008 | International LNG procurement; change/operations management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) | Director | Since 2022 | Maritime logistics exposure; committee roles not disclosed in OII proxy |
Board Governance
- Independence: Independent director (NYSE standards) .
- Committees: Audit; Compensation .
- Committee activity: Audit met 7 times in 2024; Compensation met 4 times in 2024 .
- Attendance: All directors attended ≥75% of Board and applicable committees; no concurrent committee meetings (most directors attended most or all); all directors attended the Annual Meeting .
- Skills (Board matrix): Energy industry; Corporate development & strategy; Logistics/industrial/manufacturing; Government contracting; Risk management .
| Attribute | Detail |
|---|---|
| Director Since | January 2021 |
| Class | II |
| Independence | Yes (NYSE) |
| Committees | Audit; Compensation |
| Audit meetings (2024) | 7 |
| Compensation meetings (2024) | 4 |
| Attendance | ≥75% for all directors; most directors attended most/all committee meetings; all attended Annual Meeting |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non‑chair director standard cash retainer |
| Audit Committee member fee | $10,000 | Member retainer (chair $30,000; member $10,000) |
| Compensation Committee member fee | $10,000 | Member retainer (chair $20,000; member $10,000) |
| Total fees earned (cash) | $90,000 | Reported for Beachy |
| Health/insurance benefits (premiums) | $10,668 | All Other Compensation (health care premium support in 2024; insurance benefits discontinued after 2024) |
| Total 2024 director comp | $304,030 | Sum of cash, stock award fair value, and benefits |
Performance Compensation
Directors receive time‑based restricted stock (no performance metrics). OII targets director pay mix at ~1/3 cash and ~2/3 equity (grant‑date fair value) .
| Equity Grant (2024) | Shares | Grant‑Date Fair Value | Vesting/Terms |
|---|---|---|---|
| Annual restricted stock | 8,743 | $203,362 | Restricted stock under Incentive Plan; earlier vesting on change‑of‑control or death per award agreements |
Context on company performance metrics (executive pay): Annual cash bonus (2024) measured on Adjusted EBITDA 60%, Free Cash Flow 25%, Safety 10%, Environmental 5%; payouts at Gate/Threshold/Target/Max (see table below) . Long‑term performance units (2024–2026): Cumulative Adjusted EBITDA (70%) and Relative TSR vs peer group (30%), with 0–200% payout; TSR cannot exceed target if negative .
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual/Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (annual bonus) | 60% | $248M (70%) | $355M (100%) | $411M (116%) | $348M actual (98% → 95% payout) |
| Free Cash Flow (annual bonus) | 25% | $70M (54%) | $130M (100%) | $200M (154%) | $96M actual (74% → 58% payout) |
| Safety | 10% | — | — | 130% cap | 108% payout |
| Environmental | 5% | — | — | 100% cap | 90% payout |
| Cumulative Adj. EBITDA (PU 2024–2026) | 70% | $852M (50%) | $1,065M (100%) | $1,598M (200%) | In progress |
| Relative TSR (PU 2024–2026) | 30% | 30th pct (50%) | 50th pct (100%) | >90th pct (200%) | In progress |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Pangaea Logistics Solutions Ltd. (PANL) | Director | No Compensation Committee interlocks or insider participation across companies; OII discloses none |
Expertise & Qualifications
- Energy transition and operations: RNG/LNG, carbon capture, hydrogen, electrification initiatives; utility/energy supply chain leadership .
- Government contracting/regulatory: Extensive work within regulated utility frameworks; partnerships with public agencies .
- Logistics/industrial/supply chain: Led strategic sourcing, third‑party risk mgmt., cybersecurity in supply chain; international LNG procurement .
- Risk management/stakeholder engagement: Broad risk oversight in energy sector .
- Education: BS Political Science; MS Marketing (Purdue) .
Equity Ownership
| Measure | Amount | Date/Source |
|---|---|---|
| Beneficial ownership (shares) | 28,229 | As of March 17, 2025 (Security Ownership table) |
| RSUs outstanding | None disclosed for directors | Security Ownership table (RSUs column shows “—”) |
| Ownership guidelines | 5x annual director cash retainer; 5‑year compliance window | All current nonemployee directors meet guidelines unless within initial 5‑year period |
| Hedging/pledging | Prohibited for directors/officers | Insider trading/ownership policy |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-09 | 2025-05-09 | Award (restricted stock) | 9,687 | $0.00 | 37,916 | https://www.sec.gov/Archives/edgar/data/73756/000007375625000117/0000073756-25-000117-index.htm |
| 2025-05-23 | 2025-05-22 | Sale (open market) | 5,300 | $18.94 | 32,616 | https://www.sec.gov/Archives/edgar/data/73756/000007375625000128/0000073756-25-000128-index.htm |
Data show routine annual equity grant followed by a modest sale; ownership remained >32K shares post‑sale [SEC Form 4 URLs above].
Governance Assessment
- Board effectiveness: Independent chair (separate from CEO), fully independent standing committees, financial experts on Audit (Murphy; Goodwin), executive sessions at Board and committee levels .
- Independence/attendance: Beachy is independent; directors met ≥75% attendance thresholds; broad engagement with investors (100+ institutional meetings; open house; 12 conferences) .
- Alignment and discipline: Robust stock ownership guidelines (directors: 5x retainer); strict prohibition on hedging/pledging; clawback policy aligned with SEC/NYSE (executive incentive compensation) .
- Compensation structure signals: Director pay mix skewed to equity (~2/3); discontinuation of insurance benefits after 2024 reduces non‑cash perks; use of independent comp consultant (Meridian, since 2015) .
- Shareholder support: High say‑on‑pay approval (93–94% past two years) indicating broad support for pay practices .
RED FLAGS
- Post‑grant share sale: 5,300 shares sold (May 22, 2025) shortly after the May 9, 2025 annual restricted grant; while modest, post‑grant sales can be interpreted negatively by some investors; ongoing monitoring advisable .
- Related‑party/pledging: None identified; company policy prohibits hedging/pledging; Board reports no 2024 related‑party transactions involving directors (one family relation disclosed pertains to another director’s relative) .
Compensation Structure Analysis
- Director pay mix maintained at ~1/3 cash, ~2/3 equity, aligning incentives with shareholders through time‑based restricted stock awards (no options; meeting fees not used) .
- Benefits trimmed: Health/insurance premium support in 2024 included in “All Other Compensation” ($10,668 for Beachy); Board voted to discontinue director insurance benefits after 2024 (tightening governance optics) .
- Consultant independence: Meridian engaged since 2015; Committee concluded no conflicts of interest .
Compensation Peer Group (for Executive Benchmarking Context)
Peer set used for 2024 executive comp benchmarking included oilfield services/industrial names (e.g., ChampionX, Flowserve, Helix, Noble, Weatherford, Transocean). OII positioned near median revenue; 25th–median EV .
SAY‑ON‑PAY & SHAREHOLDER FEEDBACK
- Approval: ~94% (2024) and 93% (2023) support; Committee retained program design (pay for performance emphasis) .
- Engagement: Year‑round investor outreach; feedback informs governance/compensation disclosures .
Related Party Transactions Policy
Formal policy for approving transactions >$120,000 with directors/officers/5% holders and immediate family; Board disclosed no director/nominated director had a material interest in covered transactions during 2024 (one family compensation disclosure pertains to a relative of another director) .
Stock Ownership Guidelines (Directors)
- Requirement: 5x annual cash retainer; recognized forms include direct/indirect holdings and vested/unvested restricted stock/RSUs. Compliance period: 5 years; current nonemployee directors (unless within initial window) satisfy guidelines .
Compensation Committee Analysis (Board Oversight)
- Members: Goodwin (Chair), Beachy, Berry, Reinhardsen; 4 meetings in 2024 .
- Practices: Independent consultant (Meridian); clawback aligned with SEC/NYSE; recommends director/officer compensation; administers incentive plans .
Other Governance Policies
- Prohibitions: Hedging, pledging, short sales for directors/officers/employees .
- Audit oversight: Audit Committee financial experts; 7 meetings; oversight of internal controls, cybersecurity/emerging tech risks; regular executive sessions with internal audit and external auditors .
- Incentive Plan: 2025 proposal to add shares to 2020 plan; features include no option/SAR repricing, minimum 1‑year vesting (limited exceptions), clawback, no evergreen, no tax gross‑ups on plan awards .