M. Kevin McEvoy - Chair of the Board | OCEANEERING INTERNATIONAL (OII) Executive Profile & Compensation

About M. Kevin McEvoy

M. Kevin McEvoy is the independent Board Chair of Oceaneering International, Inc. (OII), age 74, serving on the Board since 2011 and currently standing for re‑election as a Class III director . He holds an MBA from Texas A&M University and a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University/NACD, and previously served as OII’s CEO (2011–2017), President (2011–2015), COO (2010–2011), EVP (2006–2010), and SVP, Western Region (2000–2006) . His early career includes service as a U.S. Navy Diving & Salvage Officer (1972–1976) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Oceaneering International, Inc.	Chief Executive Officer	2011–2017	Led strategy and operations across segments; deep government contracting and HSSE oversight experience
Oceaneering International, Inc.	President	2011–2015	Expanded segment leadership; board-level strategy engagement
Oceaneering International, Inc.	Chief Operating Officer	2010–2011	Operational leadership with focus on safety and environmental performance
Oceaneering International, Inc.	Executive Vice President	2006–2010	Executive leadership across business lines
Oceaneering International, Inc.	SVP, Western Region	2000–2006	Regional P&L leadership and offshore operations
U.S. Navy	Diving & Salvage Officer	1972–1976	Diving, salvage, submarine rescue; foundation for maritime/offshore expertise

External Roles

Organization	Role	Tenure	Notes
EMCOR Group, Inc. (NYSE: EME)	Lead Independent Director	Since 2016	Current public company board service; governance expertise
National Ocean Industries Association (NOIA)	Chairman	2016–2017	Industry leadership; safety recognition noted by NOIA

Board Governance

Independence: NYSE‑independent; all directors except the CEO (Larson) are independent .
Role: Board Chair; OII separates Chair and CEO roles while retaining flexibility to combine in future .
Committee assignments: McEvoy serves as Board Chair (not a standing committee chair/member); committee chairs are Murphy (Audit), Goodwin (Compensation), Webster (NCGS) .
Attendance: In 2024, the Board held 6 meetings and committees held 15; each director attended at least 75% of applicable meetings; all directors attended the Annual Meeting; non‑employee directors met in executive sessions at Board and committee meetings .
Governance practices: Executive sessions, annual self/peer/board evaluations, independent compensation consultant, prohibitions on hedging/pledging/short sales, robust stock ownership guidelines .

Fixed Compensation

Component (2024)	Amount	Detail
Annual Board Chair cash retainer	$105,000	Approved for 2024; other nonemployee directors received $70,000
Committee fees (Audit/Comp/NCGS)	$0	McEvoy is Board Chair; committee chairs/members receive additional fees, but not applicable to him
Health/insurance benefits (discontinued after 2024)	$30,022	Medical/supplemental premiums included in “All Other Compensation”; Board voted to discontinue director insurance benefits after 2024
Total 2024 director compensation	$436,983	Cash fees + stock awards + other compensation

Performance Compensation

Equity Award (2024)	Grant Date	Shares/Units	Grant‑date Fair Value	Vesting / Terms
Restricted Stock (time‑based)	2024 (Incentive Plan)	12,982 shares	$301,961	Subject to possible earlier vesting upon change of control or termination due to death; standard award agreement terms
Stock options	—	—	—	OII does not grant stock options to directors; equity is via restricted stock/RSUs

No director‑specific performance metrics disclosed; OII uses time‑based restricted stock for directors (performance units apply to executives, not directors) .

Other Directorships & Interlocks

Company	Role	Committee Roles	Potential Interlock/Conflict
EMCOR Group, Inc. (EME)	Lead Independent Director	Not disclosed in OII proxy	No OII‑disclosed business relationships; no related‑party transactions noted

Related‑party exposure: A brother‑in‑law of Mr. McEvoy (Stephen Lazar, Jr.) is an OII employee (Director, Sustainability) and received ~$251,000 total compensation in 2024; Company states compensation was consistent with peers and no material related‑party transactions in 2024 through the proxy date .

Expertise & Qualifications

Government contracting oversight; deep knowledge of procurement/compliance from OII and ADTech programs .
Maritime/offshore operations; 45+ years across diving/subsea, with Navy foundation .
HSSE leadership; safety culture, environmental performance; recognition by NOIA in 2016 .
Governance/strategy; chair experience and lead independent director credentials .
Risk management; extensive executive experience across energy and industrial operations .

Equity Ownership

As of March 17, 2025	Shares Owned	RSUs/Restricted Stock Counted	Ownership % of Outstanding	Pledging/Hedging
M. Kevin McEvoy	141,837	Restricted shares outstanding were 12,982 as of 12/31/2024 (granted 2024); RSUs column not applicable for directors in table presentation	Each director’s beneficial ownership represents 0.4% or less; total (shares + RSUs) per individual ≤0.7%	Prohibited for directors/officers (no hedging, pledging, short sales)

Stock Ownership Guidelines (alignment):

Nonemployee directors must hold shares equal to 5× the standard director retainer; compliance required within 5 years; current nonemployee directors (unless within initial 5‑year period) meet guidelines .

Fixed Compensation – Structure Details

2024 Director Compensation Structure	Cash	Equity	Target Mix
Nonemployee directors	Board Chair $105,000; other directors $70,000; committee chairs/members additional retainers	Restricted stock awards under Incentive Plan; Board Chair received 12,982 shares; other directors 8,743 shares	Board targets ~1/3 cash, ~2/3 equity (grant‑date fair value)

Performance Compensation – Executive Metric Context (for governance benchmarking)

Metric	2024 Annual Cash Bonus Program Weight	Target/Plan	Result/Payout
Adjusted EBITDA	60%	$355 million	Achieved $348 million; 95% of component paid
Free Cash Flow	25%	$130 million	Achieved $96 million; 58% of component paid
Safety	10%	Company safety goals	108% of component paid
Environmental	5%	Environmental resiliency goals	90% of component paid

These executive metrics signal board oversight focus areas (EBITDA, FCF, safety, environment) but do not directly apply to director pay .

Board Governance Signals

Committee independence: All committee members are independent; Audit chaired by a financial expert; independent compensation consultant (Meridian) engaged annually since 2015 .
Clawback: Updated policy aligned with SEC/NYSE requires recovery of incentive compensation upon restatement; three‑year look‑back .
Say‑on‑pay: Strong support (93% and 94% in the prior two years); 2025 proposal recommended FOR by Board .
Stockholder engagement: Outreach to top 20 holders (~70% ownership) and broad investor meetings/conferences .

Governance Assessment

Strengths: Independent Board Chair; separation of Chair/CEO; robust ownership guidelines; prohibition on hedging/pledging; independent committees and consultant; clear executive metric alignment to cash flow and safety; strong say‑on‑pay support .
Potential concerns/RED FLAGS: Familial relationship—Mr. McEvoy’s brother‑in‑law is an OII employee (comp ~$251k in 2024). While the Board’s related‑party policy reviewed such relationships and disclosed no material related‑party transactions, this is a monitoring point for independence optics .
Alignment: Director pay mix tilts toward equity (~two‑thirds), and 5× retainer ownership guideline supports long‑term alignment; restricted stock (no options) reduces risk of option‑driven behaviors .
Engagement/attendance: Attendance thresholds met; executive sessions reinforce independent oversight; combined with McEvoy’s deep operational and government contracting experience, this supports board effectiveness in OII’s diverse segments including ADTech .