Paul B. Murphy, Jr.
OCEANEERING INTERNATIONALAbout Paul B. Murphy, Jr.
Independent Director (Class III) since August 2012; age 65. Audit Committee Chair and member of the Nominating, Corporate Governance & Sustainability Committee. Former bank CEO with 43+ years in financial services and 25+ years as a public company director; BS in Banking & Finance (Mississippi State University) and MBA (University of Texas at Austin). Current public company directorship: Natural Resource Partners L.P. (NYSE: NRP) since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadence Bank (NYSE: CADE) and predecessors | Chairman & CEO; CEO | 2009–2021; 2021–2023 | Formed Cadence Bank, raised $1B, led 2017 NYSE IPO and 2021 merger with BancorpSouth; assets grew to >$18B . |
| Amegy Bank of Texas (acquired by Zions Bancorp in 2005) | CEO; President; EVP | 2000–2009; 1996–2000; 1990–1996 | Grew assets from <$100M to >$10B; took company public on NASDAQ; executed acquisitions; sold to Zions Bancorp . |
| Allied Bank of Texas (acquired by First Interstate in 1987) | Vice President | 1981–1989 | Houston-based regional bank leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Natural Resource Partners L.P. (NYSE: NRP) | Director | 2018–present | Current public board; energy/mining royalty interests . |
| Hines REIT | Director | 2008–2017 | Real estate investment trust board experience . |
| Houston Branch of the Federal Reserve Bank of Dallas | Director | 2009–2016 | Regional monetary/financial oversight experience . |
| Cadence Bank (NYSE: CADE) | Director | 2011–2023 | Board service concurrent with executive roles . |
| Amegy Bank of Texas | Director | 1994–2009 | Governance experience at regional bank . |
| Murphy Interests | Founder | 2023–present | Private enterprise affiliation . |
Board Governance
- Committees: Audit (Chair); Nominating, Corporate Governance & Sustainability (Member). The Board confirms all standing committee members are independent under NYSE standards. Murphy is designated an audit committee financial expert; the Audit Committee met seven times in 2024, and the Nominating Committee met four times .
- Attendance and engagement: In 2024, the Board held six meetings and committees held 15; every director attended at least 75% of meetings, all directors attended the Annual Meeting, and nonemployee directors held regular executive sessions chaired by the Board and committee chairs .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Standard nonemployee director retainer, paid quarterly . |
| Audit Committee Chair retainer | $30,000 | Annual, paid quarterly . |
| Nominating Committee member retainer | $5,000 | Annual, paid quarterly . |
| Total cash fees earned | $105,000 | Reported for Murphy for 2024 . |
| All other compensation (medical premiums) | $15,339 | Health plan premiums; director insurance benefits discontinued after 2024 . |
Policy: Director pay targeted at the middle of the Compensation Peer Group; intended mix ~1/3 cash and ~2/3 restricted stock by grant-date fair value .
Performance Compensation
| Equity/Plan Term | Grant detail | Valuation/Terms | Vesting/Protections |
|---|---|---|---|
| Restricted stock grant (2024) | 8,743 shares (to each nonemployee director except Chair) | Grant-date fair value $203,362 for Murphy | Subject to possible earlier vesting upon change-of-control or termination due to death; other terms per award agreement . |
| Options/SARs | None outstanding | Company policy prohibits repricing of options/SARs without stockholder approval (except corporate transactions) | Plan provides indemnity for directors; awards governed by incentive plan; nonemployee director awards permitted under plan . |
Performance metrics tied to director equity: Not disclosed; director equity is time-based restricted stock (no PSUs/options for directors) .
Other Directorships & Interlocks
| Company | Sector adjacency to OII | Potential interlock/conflict commentary |
|---|---|---|
| Natural Resource Partners L.P. (NYSE: NRP) | Energy/mining royalties; adjacent to OII’s energy exposure | No related-party transactions disclosed with OII; monitor for transactions if NRP counterparties overlap with OII clients . |
| Hines REIT; Cadence Bank; Amegy Bank of Texas; Federal Reserve Bank of Dallas (Houston Branch) | Financial services/real estate/public sector | Historical roles; no OII related-party transactions disclosed; Board has formal related-party transaction approval policy . |
Expertise & Qualifications
- Corporate development and strategy: Led bank IPO, M&A integration, and growth strategies at Cadence and Amegy .
- Financial management: Deep experience in financial reporting, capital financing, investment analysis, and regulatory compliance .
- Risk management: Extensive risk oversight across cyclical energy lending and acquisitions; designated audit committee financial expert .
- Education: BS Banking & Finance (Mississippi State University); MBA (UT Austin) .
Equity Ownership
| Holder | Shares owned | RSUs | Options | Total | Ownership % |
|---|---|---|---|---|---|
| Paul B. Murphy, Jr. | 74,653 | — | — | 74,653 | ≤0.4% of outstanding common stock . |
Additional equity details:
- 2024 director restricted shares outstanding: 8,743 for each nonemployee director (except Chair) .
- Stock ownership guidelines: Nonemployee directors must hold at least 5x the annual cash retainer; five-year compliance window; current nonemployee directors (unless within initial five-year period) satisfy guidelines .
- Hedging/pledging: Company policy prohibits short sales, options, hedging, margin accounts, or pledging of OII shares by directors .
- No outstanding stock options for directors or executive officers .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with financial expert designation; strong attendance culture; robust stock ownership guidelines; prohibition on hedging/pledging; and plan-level prohibition on option/SAR repricing .
- Compensation alignment: Director pay mix targets ~2/3 equity; Murphy’s 2024 mix aligns with policy; perquisites (health insurance premiums) are modest and discontinued after 2024, reducing governance risk going forward .
- Conflicts/related-party exposures: No related-party transactions disclosed; Board maintains formal related-party policy; Murphy’s external role at NRP is sector-adjacent but no specific conflicts identified in filings—continue monitoring .
- Engagement: Audit Committee met seven times in 2024; Nominating Committee met four times; Board and committee meetings not concurrent, enabling broader attendance; executive sessions held regularly, chaired by committee chairs .
RED FLAGS: None explicitly identified in the proxy. Watch items include continued monitoring of sector-adjacent board service (NRP) and any related-person transactions; ensure ongoing compliance with stock ownership guidelines and hedging/pledging prohibitions .