Roderick A. Larson
OCEANEERING INTERNATIONALAbout Roderick A. Larson
President & CEO of Oceaneering International, Inc. since 2017; age 58; B.S. Electrical Engineering (North Dakota State University) and MBA (Rice University). Prior roles include President & COO (2015–2016) and SVP (2012–2015); earlier career at Baker Hughes in senior operating roles across Latin America and the Gulf of Mexico . Under his leadership, 2024 results were strong: revenue $2.661B, operating income $246.3M, net income $147.5M, and adjusted EBITDA $347.2M; year-over-year growth was +10% revenue, +36% operating income, +51% net income, +20% adjusted EBITDA . Three-year TSR was 142%, reflecting meaningful value creation; shares rose from $21.28 to $26.08 during 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oceaneering International, Inc. | President & CEO | 2017–present | Drove portfolio transformation, diversification, and technology-led growth including acquisitions (e.g., GDi) and robotics/remote operations initiatives . |
| Oceaneering International, Inc. | President & COO | 2015–2016 | Integrated segment operations, emphasized safety/performance and margin discipline . |
| Oceaneering International, Inc. | SVP/COO | 2012–2015 | Scaled operations globally, strengthened manufactured products and subsea services . |
| Baker Hughes Company | President, Latin America | 2011–2012 | Led regional growth and operations, deepened global execution capabilities . |
| Baker Hughes Company | VP Operations, Gulf of Mexico | 2009–2011 | Managed complex offshore operations, improving efficiency and safety . |
| Baker Hughes Company | Gulf Coast Area Manager; Special Projects Leader | 2006–2009 | Built foundational operating rigor across diverse business lines . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newpark Resources, Inc. | Director | 2014–present | Contributes energy and industrial expertise to board oversight . |
| American Petroleum Institute | Director | 2017–present | Supports industry policy and standards . |
| National Ocean Industries Association | Director | 2018–present | Advances offshore industry initiatives; prior safety recognition history . |
| Energy Workforce & Technology Council | Chair | 2021 | Sector leadership; workforce and technology development . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $760,000 | $800,000 | $840,000 |
| Stock Awards ($) | $1,473,176 | $1,917,631 | $2,218,135 |
| Non-Equity Incentive Plan Compensation ($) | $3,094,211 | $4,579,303 | $3,869,106 |
| All Other Compensation ($) | $427,421 | $456,103 | $474,753 |
| Total Compensation ($) | $5,754,808 | $7,753,037 | $7,401,994 |
Notes: 2024 base salary increased 5% YoY; perquisites totaled $25,005 (excess liability insurance, supplemental medical plan, company automobile); SERP contribution was $420,000 and 401(k) contribution $20,700 . The CEO receives no separate director compensation .
Performance Compensation
Annual Cash Incentive (STI) – 2024 Design and Outcome
| Metric | Weight | Target/Plan | Actual | Payout % of Component |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $355M | $348M | 95% |
| Free Cash Flow | 25% | $130M | $96M | 58% |
| Safety | 10% | Qualitative goals | Achieved | 108% |
| Environmental | 5% | Qualitative goals | Achieved | 90% |
| Overall STI Payout | — | — | — | 87% of target |
Design notes: CEO target bonus is 125% of base salary, based on Adjusted EBITDA, Free Cash Flow, and HSE/Environmental goals . CEO’s STI paid $910,350 for 2024 .
Long-Term Incentive (LTI) – 2024 Grants and Structure
| Component | Target Value | Mechanics | Details |
|---|---|---|---|
| RSUs | $2,100,000 | Service-based, 3-year cliff vest | 100,962 RSUs granted; settlement in shares; 20-trading-day price avg used for unit count . |
| Performance Units (PU) | $2,100,000 | 3-year (2024–2026) PSU; 70% Cumulative Adjusted EBITDA; 30% Relative TSR; payout 0–200% | Threshold/Target/Max: $852M/$1,065M/$1,598M Cumulative Adj. EBITDA; TSR target 50th percentile; negative TSR capped at target . |
2022–2024 PSU results: Weighted payout 137% (Cumulative Adjusted EBITDA $867M and Relative TSR 67th percentile) . PSU payments are in cash .
Vesting Schedule – RSUs Outstanding (as of 12/31/2024)
| Vest Date | Units (RSUs) |
|---|---|
| 2/25/2025 | 104,185 |
| 2/24/2026 | 96,899 |
| 2/23/2027 | 100,962 |
| Total | 302,046 |
No stock options have been granted since 2006; none outstanding .
Equity Ownership & Alignment
| As-of Date | Shares Owned | RSUs Underlying | Total |
|---|---|---|---|
| March 17, 2025 | 402,279 | 289,658 | 691,937 |
Ownership guidelines: CEO required to hold stock equal to 5x base salary; executives and directors have robust guidelines; company states all NEOs and directors either meet current requirements or are within initial compliance periods . Hedging, pledging, short sales, and margin accounts are prohibited for directors and officers, reducing misalignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreements | Company does not use executive employment agreements . |
| Clawback | SEC/NYSE-aligned policy (Aug 2023) – recovers incentive pay for restatements in previous 3 fiscal years . |
| Change-of-Control (CoC) Agreements | Legacy CoC for CEO: double trigger; lump sum 3x (highest base salary + target STI) plus an amount equal to the maximum percentage of base salary contributed under SERP multiplied by highest base salary; 36 months of benefits; “net better-of” for 280G excise (no gross-up) . |
| Equity Treatment (CoC) | RSUs vest; PSUs: for Legacy CoC, accelerate to maximum value ($200 per unit); otherwise at target [$100 per unit]; negative TSR cap applies . |
| Non-compete/Nonsolicit | Not disclosed in proxy beyond CoC program descriptions; no separate employment contracts . |
Potential payments (as of 12/31/2024, assuming termination in connection with CoC):
| Component | Amount ($) |
|---|---|
| Severance | 6,930,000 |
| Benefits (36 months estimate) | 316,910 |
| RSUs (accelerated) | 7,877,360 |
| Performance Units (accelerated) | 12,532,000 |
| Accrued Vacation/Base Salary | 85,090 |
| SERP (vested balance) | 9,326,599 |
| Total | 37,067,959 |
SERP/Deferred comp: Company credits CEO’s notional SERP account at 50% of base salary; 2024 company contribution $420,000; 2024 aggregate earnings $1,501,941; ending balance $9,326,599; distributions per plan rules; fully vested .
Board Governance
- Board structure: Separate Chair (M. Kevin McEvoy) and CEO; Board retains flexibility to combine roles; majority independent; Larson is not independent .
- Committee roles: CEO is not a member of standing committees; Audit, Compensation, and Nominating/Corporate Governance & Sustainability Committees comprised entirely of independent directors .
- Attendance: Board held 6 meetings and 15 committee meetings in 2024; each director attended ≥75%; all directors attended the 2024 annual meeting; regular executive sessions without management .
- Ownership guidelines and prohibited practices reinforce governance quality; robust stockholder engagement program; say-on-pay support 93–94% in past two years .
Director Compensation (Employee-Director)
- As CEO, Larson receives no separate director compensation .
Compensation Peer Group and Consultant
- Consultant: Meridian Compensation Partners retained since 2015; assessed competitiveness, pay-for-performance, and peer group validity; determined mix and levels align closely to peers .
- 2024 peer group included: ChampionX, Chart Industries, DNOW, Dril-Quip, Expro, Flowserve, Helix, Helmerich & Payne, Noble, Oil States, Transocean, Weatherford .
- Benchmarking approach targets competitive median outcomes rather than fixed percentile targets; CEO at-risk compensation was 86% of total direct compensation .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: approximately 94% in 2024; 93% in 2023; no specific design changes adopted solely due to the vote; company continues annual votes and engagement .
Equity Ownership & Alignment Details
| Policy Element | Company Practice |
|---|---|
| Ownership Guidelines | CEO 5x base salary; Directors 5x annual retainer; other SVPs 2–3x . |
| Compliance | All covered directors and NEOs comply (unless in initial 5-year window); sales restricted if not in compliance . |
| Hedging/Pledging | Prohibited for directors/officers (including short sales and derivatives); no margin pledging allowed . |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $2,424,706,000 | $2,661,161,000 |
| Operating Income ($) | $181,328,000 | $246,270,000 |
| Net Income ($) | $97,403,000 | $147,468,000 |
| Adjusted EBITDA ($) | $289,046,000 | $347,211,000 |
| Annual Share Price (year-end) | $21.28 | $26.08 |
| 3-Year TSR (fixed $100 investment) | $142.72 (OII) | $174.92 (OII) |
Highlights: 99% ROV uptime; segment-wide revenue growth; backlog visibility (Manufactured Products: $604M at year-end); ongoing diversification (ADTech growth; acquisition of GDi) .
Investment Implications
- Pay-for-performance alignment: High variable pay mix (86% at-risk for CEO) tied to EBITDA, FCF, safety, and relative TSR supports disciplined capital allocation and execution, with PSUs capped under negative TSR to avoid payout asymmetry .
- Retention risk low-to-moderate: Significant unvested RSUs and multi-year PSU cycles, combined with robust CoC protections (double trigger), indicate strong retention levers; absence of employment agreements reduces rigidity but clawback policy and ownership rules reinforce alignment .
- Trading signals: RSU settlements scheduled on 2/25/2025, 2/24/2026, and 2/23/2027 could represent periodic supply events; hedging/pledging bans mitigate collateral sales risk around vesting windows .
- Governance quality: Separate Chair/CEO, independent committees, rigorous ownership and anti-hedging policies, and strong say-on-pay support (93–94%) reduce governance-related downside risk .
- Execution credibility: 2024 financial outperformance and multi-year TSR improvement reflect effective strategy and operational discipline; continued segment momentum and backlog underpin forward earnings power .