Michael W. Sumruld
OCEANEERING INTERNATIONALAbout Michael W. Sumruld
Michael W. Sumruld joined Oceaneering International (NYSE: OII) as Senior Vice President of Finance on September 1, 2025, and is expected to succeed Alan R. Curtis as Chief Financial Officer upon Curtis’s retirement effective January 1, 2026 . He previously served as SVP & CFO of Parker Drilling Company from October 2017 until its sale to Nabors Industries in March 2025, and held roles at LyondellBasell Industries and Baker Hughes; he is a CPA with a B.S. in Accounting (University of Houston) and an MBA (Texas A&M) . Oceaneering delivered 2024 revenue of $2.7B, adjusted EBITDA of $347M, and a 3-year TSR of 142%—key context for the pay-for-performance framework he will operate under .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parker Drilling Company | Senior Vice President & Chief Financial Officer | Oct 2017 – Mar 2025 | Led finance, IR, corporate development, treasury, accounting, tax, FP&A, compliance, operations integrity, and IT; role culminated with sale to Nabors Industries |
| Baker Hughes Incorporated | Finance leadership (North American offshore) | Not disclosed | Collaborated with OII CEO Rod Larson; recognized for collaborative, business-oriented leadership and people focus |
| LyondellBasell Industries N.V. | Finance positions | Not disclosed | Prior finance experience at a global chemicals company (specific contributions not disclosed) |
| Oceaneering International, Inc. | SVP, Finance; expected successor CFO | Sept 1, 2025 – present (SVP Finance); CFO expected Jan 1, 2026 | CFO succession path designed for orderly transition; reports to CEO Rod Larson |
External Roles
- No public company directorships disclosed in OII’s filings regarding Sumruld .
Fixed Compensation
- Oceaneering does not enter into executive employment agreements; pay program is designed to attract/retain talent, align with shareholder value, and cap incentive payouts .
- Core elements for Named Executive Officers: base salary, annual cash incentive, and long-term incentives (RSUs and performance units); stock options are not used .
- Independent compensation consultant (Meridian) benchmarks against peer group; say‑on‑pay support was 93–94% in recent years .
Sumruld’s specific salary, target bonus, and initial equity grants have not been disclosed in SEC filings as of November 19, 2025 .
Performance Compensation
Oceaneering’s most recent disclosed annual incentive framework (2024 Named Executive Officers) and long‑term incentive design, which is expected to govern senior executives:
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $355M | $348M (committee-adjusted) | 95% of target |
| Free Cash Flow | 25% | $130M | $96M | 58% of target |
| Safety | 10% | Not disclosed | Achieved 108% of target payout | 108% |
| Environmental | 5% | Not disclosed | Achieved 90% of target payout | 90% |
| Long-Term Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA (2024–2026) | 70% | $852M | $1,065M | $1,598M | Performance units pay in cash; $0–$200 per unit; below-threshold pays $0 |
| Relative TSR | 30% | 30th percentile | 50th percentile | Above 90th percentile | Negative absolute TSR caps TSR component at target |
- RSUs and performance units generally vest on the third anniversary of grant, with accelerated vesting upon death/disability and change‑of‑control per award agreements; performance units pay at target on death/disability .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership at OII | 0 shares; Form 3 filed September 18, 2025 (Direct ownership; no derivatives) |
| Ownership guidelines | Other Senior Vice Presidents: 2× base salary; compliance required within 5 years of appointment |
| Hedging/pledging | Prohibited: no short sales, derivatives, hedging, margin, or pledging by directors/officers/employees |
| Clawback | SEC/NYSE-aligned clawback adopted Aug 2023; recovers erroneously awarded incentive comp for 3 fiscal years preceding restatement |
Employment Terms
- Start date & transition: SVP Finance effective September 1, 2025; expected to become CFO upon Curtis’s retirement on January 1, 2026 .
- Executive agreements: Company policy states it does not enter into executive employment agreements; executives are covered by change‑of‑control arrangements (Legacy CoC Agreements or CoC Plan) .
- Change-of-control economics (general, per latest proxy):
- Legacy CoC: CEO 3× and other legacy executives 2× highest base salary + target bonus; continued benefits (36 months CEO, 24 months others); equity acceleration (performance units at maximum; RSUs vest) .
- CoC Plan: 2× base salary + target bonus; 12 months health coverage; performance units set to target under award terms; RSUs accelerate upon qualifying termination in connection with CoC .
- RSU/PU vesting on termination: death/disability accelerate; retirement provides pro rata vesting subject to age/service; CoC triggers target or maximum PU value depending on agreement type .
Sumruld’s specific CoC agreement (Legacy vs. CoC Plan), non‑compete/non‑solicit scope, and severance terms have not yet been disclosed in OII filings .
Performance & Track Record
- Led Parker Drilling as CFO through a multi‑year period culminating in the company’s sale to Nabors Industries in March 2025; directed broad finance and corporate functions (IR, corp dev, treasury, accounting, tax, FP&A, compliance, operations integrity, IT) .
- Prior experience at LyondellBasell and Baker Hughes; CEO Larson cited Sumruld’s collaborative, business‑oriented leadership from their work together on the North American offshore business .
- Company performance context at OII: 2024 revenue $2.7B (+10% YoY), operating income $246M (+36% YoY), net income $147M (+51% YoY), adjusted EBITDA $347M (+20% YoY), and 3‑year TSR of 142% .
Compensation Structure Analysis
- Shift away from options to RSUs + cash PUs reduces risk of underwater awards; PUs retain performance leverage via Cumulative Adjusted EBITDA and Relative TSR .
- Annual incentive gates/curves (EBITDA/FCF) enforce pay-for-performance discipline; safety and environmental metrics add non‑financial balance; 2024 payout was 87% of overall target reflecting EBITDA/FCF shortfalls vs. plan .
- No executive employment agreements and clawback adherence limit governance risk; hedging/pledging prohibitions strengthen alignment .
- Pay benchmarking via Meridian and a diverse peer group (ChampionX, Flowserve, Transocean, Weatherford, Noble, etc.) reduces pay inflation risk and calibrates competitiveness .
Say‑on‑Pay & Shareholder Feedback
- Recent advisory votes on executive compensation received high support (approximately 93% and 94%), signaling investor approval of the pay program design .
- Ongoing investor engagement detailed by OII includes conferences and meetings with >100 institutions in 2024 .
Investment Implications
- Near‑term retention and execution: Structured CFO succession with an experienced external finance leader reduces transition risk; institutional pay design with CoC coverage and ownership guidelines supports retention and alignment .
- Insider selling pressure: Form 3 shows no current holdings; any future RSU vesting will be on a 3‑year cycle, potentially creating selling windows, but hedging/pledging are prohibited and ownership guidelines require building a stake over five years .
- Pay-for-performance signals: EBITDA/FCF and Relative TSR targets at the core of incentives should keep finance leadership focused on cash generation and shareholder returns; negative TSR cap limits windfalls in down markets .
- Monitor disclosures: Watch for 8‑K/Proxy updates on Sumruld’s specific compensation terms, equity grants, and any CoC agreement details to refine alignment and retention assessments .