Reema Poddar
OCEANEERING INTERNATIONALAbout Reema Poddar
Independent Class I director at Oceaneering International (OII) since February 2024; age 57. Technology and product executive with 30 years of experience spanning AI/ML, cybersecurity, cloud SaaS, and digital transformation. She holds a BS in Physics (Mahatma Gandhi University), MCA in Computer Science (Bangalore University), and a CERT Certificate in Cybersecurity Oversight (CMU SEI/NACD) . She joined OII’s Nominating, Corporate Governance & Sustainability (NCGS) Committee upon election (Feb 22, 2024) and was appointed to the Audit Committee effective February 21, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koninklijke Philips N.V. | EVP & GM, Diagnostic and Pathway Informatics | 2022–2023 | Led portfolio/operating model transitions in digital healthcare informatics |
| OptimEyes.AI | Executive Head of Product Development | 2020–2022 | Led AI-integrated cybersecurity product roadmap for data privacy/compliance |
| Teradata Corporation | EVP & Chief Development Officer; EVP & Chief Product & Technology Officer; SVP, Product Development | 2017–2020 | Launched AI-powered analytics SaaS across clouds; led corporate security, product strategy, GTM, and digital transformation |
| AdFender, Inc. | Executive Head of Engineering & Operations; Co‑Founder | 2016–2017 (exec); co-founder since 2010 | Advanced software privacy solutions; operating leadership |
| GE / GE Digital | EVP & Head of Software Engineering; leadership roles over 14 years | To 2016 | Built AI/ML-driven APM cloud SaaS (> $1B sales) and led software engineering at GE Digital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MeridianLink, Inc. (NYSE: MLNK) | Director | Since 2021 | Current public company directorship |
| Accion Labs Group Holdings, Inc. | Director | Since 2021 | Private company board |
| OptimEyes.AI | Board of Advisors | Since 2020 | Advisory role in cybersecurity/AI |
| UC San Diego Jacobs School of Engineering (Corporate Council) | Board of Advisors (former) | 2018–2020 | Academic/industry advisory work |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Poddar is listed as independent .
- Committees: NCGS member since her 2024 election; Audit Committee member effective Feb 21, 2025; no chair roles .
- Meetings and attendance (2024): Board held 6 meetings; committees held 15. Each director attended at least 75% of Board/committee meetings during periods of service; non‑employee directors held regular executive sessions without management . Audit (7 meetings), Compensation (4), NCGS (4) in 2024 .
- Governance framework: Annual self/peer evaluations; independent committees; one‑committee‑per‑chair rule; continuing education; prohibition on hedging/pledging; stock ownership guidelines for directors and officers .
Fixed Compensation
| Component (Directors) | 2024 Amounts/Structure | Notes |
|---|---|---|
| Cash annual retainer | $70,000 for directors; $105,000 for Board Chair | Payable quarterly; additional retainers: Audit chair $30,000/member $10,000; Compensation chair $20,000/member $10,000; NCGS chair $10,000/member $5,000 . |
| Poddar – Cash fees (2024) | $64,167 | Pro‑rated for partial year of service from Feb 2024 . |
| Equity – annual award | Restricted stock; 8,743 shares to each nonemployee director (12,982 to Chair) | Granted in 2024 under Incentive Plan; subject to earlier vesting on CoC or death; other terms per award agreements . |
| Poddar – Stock awards (2024 grant-date fair value) | $203,362 | Aggregate grant‑date fair value per ASC 718 . |
| Other compensation (directors) | Healthcare coverage available in 2024; to be discontinued after 2024 | Premiums included in “All Other Compensation”; Board voted to discontinue all insurance benefits after 2024 . |
| Poddar – All other compensation (2024) | $31,231 | Director insurance/medical benefit costs . |
| Poddar – Total director comp (2024) | $298,760 | Sum of components for 2024 . |
Performance Compensation
| Incentive Element (Directors) | Status | Evidence |
|---|---|---|
| Performance‑based equity (PSUs/options) | None for directors in 2024; program uses restricted stock | Director pay consists of cash retainers and restricted stock awards; no options/PSUs disclosed for directors . |
Clawback policy applies to executive officers (aligned with SEC/NYSE), not directors; hedging/pledging/short sales are prohibited for directors and officers .
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Finding |
|---|---|
| Related‑party transactions (Item 404) | None involving Poddar at election; company reports no covered related‑person transactions during 2024 through proxy date . |
| Shared directorships with OII competitors/customers | Not disclosed; no conflicts reported . |
Expertise & Qualifications
- Technology, AI, Robotics & Cybersecurity: Led AI/ML product launches (healthcare informatics, cybersecurity), cloud analytics SaaS, and APM SaaS at GE; deep enterprise risk and product lifecycle oversight .
- Corporate development/strategy: Portfolio roadmaps and multi‑billion digital transformation at Philips; orchestrated $12B GE Healthcare transformation to cloud‑based services .
- Human capital management: Built and led large multi‑disciplinary tech organizations at Philips and Teradata .
- Education/certifications: Physics (BS), Computer Science (MCA), CERT in Cybersecurity Oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Underlying | Total Counted | Notes |
|---|---|---|---|---|
| Reema Poddar | 8,743 | — | 8,743 | Represents her 2024 restricted stock award; each director’s ownership is 0.7% or less of shares outstanding . |
- Stock ownership guidelines: Non‑employee directors required to hold ≥5x annual cash retainer; directors have 5 years from initial election to comply; recognized forms include direct/indirect, vested/unvested restricted stock/RSUs . Given her February 2024 election, she remains within the five‑year compliance window .
- Risk controls: Prohibits hedging, pledging, derivatives, and margin accounts for directors/officers .
Governance Assessment
-
Strengths
- Independence and committee roles: Independent director with NCGS membership and added to Audit Committee effective Feb 21, 2025, enhancing oversight depth in financial reporting and technology risk .
- Relevant expertise: Deep technology/AI/cybersecurity background aligns with OII’s robotics and digital initiatives; formal cybersecurity oversight credential .
- Alignment and safeguards: Director stock ownership guidelines (5x retainer, 5‑year runway); prohibitions on hedging/pledging; robust board governance framework with annual self‑evaluations and executive sessions .
- Conflicts screening: No Item 404 related‑party transactions at appointment; company reports no covered related‑person transactions in 2024 .
-
Watch items
- Ownership ramp: Current disclosed holdings (8,743 shares) reflect initial grant; time‑based path to reach 5x retainer guideline over the five‑year window .
- New director integration: Joined in 2024; committee workload and attendance appear adequate at the board level (≥75% for all directors), but individual attendance detail not disclosed .
-
Broader investor sentiment context: Recent say‑on‑pay support levels of 93% and 94% over the past two years, plus ongoing shareholder engagement (open house, 12 conferences, >100 investor meetings), suggest constructive governance‑investor alignment, indirectly supportive of board effectiveness .