Steven A. Webster
OCEANEERING INTERNATIONALAbout Steven A. Webster
Independent director since March 2015; age 73 as of May 9, 2025. Background spans offshore drilling and energy private equity, including founder/CEO of R&B Falcon and managing partner roles at Avista Capital Partners and AEC Partners. Education: BS in Industrial Management (Purdue), MBA (Harvard) . OII class: Class II; independent under NYSE rules; currently Chair of the Nominating, Corporate Governance & Sustainability (NCGS) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R&B Falcon Corp. (predecessor Falcon Drilling) | Chair, CEO, Founder | 1988–1999 | Grew from single‑rig contractor to major offshore driller via consolidation and strategic growth |
| Carrizo Oil & Gas | Chair & Co‑Founder | 1993–2019 | Energy E&P leadership; later merged lineage into Callon Petroleum |
| Global Energy Partners (DLJ/CSFB affiliate) | Managing Partner | 2000–2005 | Energy investing and capital allocation |
| Avista Capital Partners | Co‑Founder; Managing Partner | 2005–2018 | Private equity leadership; deal execution and portfolio governance |
| AEC Partners, L.P. | Managing Partner | 2018–present | Energy sector private equity investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Camden Property Trust (NYSE: CPT) | Director/Trust Manager | 1993–present | Current public board; residential REIT, not an OII competitor |
| Callon Petroleum Company / predecessor Carrizo Oil & Gas | Director | 1993–2024 | Exited following 2024 acquisition by APA |
| ERA Group Inc. | Director | 2013–2020 | Helicopter services; exited via Bristow acquisition |
| Basic Energy Services, Inc. | Chair | 2000–2016 | Oilfield services oversight |
| Enterprise Offshore Drilling | Director | 2017–present | Private company role |
Board Governance
- Independence: Board has determined all directors except CEO are independent; Webster designated “Independent” .
- Committee assignments: Chair, NCGS Committee; committee met 4 times in 2024 .
- 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 held executive sessions without management .
- NCGS remit: Board/committee qualifications, candidate identification, succession, ESG oversight, reputational/public policy monitoring, and related‑person transaction evaluation .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑chair directors) | $70,000 | Standard director cash retainer |
| Committee chair fee – NCGS | $10,000 | Additional annual cash for NCGS Chair |
| Committee member fees – NCGS | $5,000 | Per member; not applicable to Webster beyond chair role |
| Health plan access and excess liability insurance | Provided in 2024 | Director insurance benefits discontinued after 2024 |
| Webster total fees earned (cash) | $80,000 | $70k base + $10k NCGS chair |
| Webster all other compensation | $13,020 | Insurance premiums |
| Webster total compensation (cash + equity grant-date fair value) | $296,382 | Stock awards $203,362; cash $80,000; other $13,020 |
Performance Compensation
- Equity mix: Non‑employee directors received restricted stock awards; in 2024 Webster received 8,743 restricted shares (grant‑date fair value $203,362). Awards subject to earlier vesting on change of control or termination due to death, plus other award‑agreement terms .
- No stock options or PSUs disclosed for directors; option awards are not used .
Other Directorships & Interlocks
| External Company | Industry Overlap with OII | Potential Interlock/Conflict |
|---|---|---|
| Camden Property Trust (NYSE: CPT) | None (Residential REIT) | No supplier/customer/competitor overlap indicated in proxy |
| Callon Petroleum (exited 2024) | Upstream E&P | Historic energy exposure; no OII related-party transactions disclosed |
| ERA Group (exited 2020) | Aviation services | No current overlap disclosed |
| Basic Energy Services (exited 2016) | Oilfield services | Historical role; no current OII transactions disclosed |
Expertise & Qualifications
- Corporate development and strategy: Founder/CEO track record; M&A/IPO advisory across multiple energy ventures .
- Financial management: Capital allocation, financing strategies from decades in PE and venture investing .
- Risk management: Oversight of operational/financial risk in offshore drilling and energy services .
- Education: BS Industrial Management (Purdue); MBA (Harvard) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 142,933 shares |
| Shares underlying RSUs credited | None disclosed for Webster in beneficial table |
| Ownership as % of outstanding shares | ~0.14% (142,933 / 101,387,004) |
| Director stock ownership guideline | 5× annual director cash retainer |
| Compliance status | Current non‑employee directors satisfy guidelines |
| Hedging/pledging | Prohibited for directors/officers/employees |
Governance Assessment
- Committee leadership and engagement: As NCGS Chair, Webster oversees board composition, succession, ESG reporting, and related‑party reviews; NCGS held 4 meetings in 2024, supporting active governance oversight .
- Independence and attendance: Independent under NYSE; Board/committee attendance thresholds met; executive sessions conducted without management .
- Compensation alignment: Director pay structure balanced (~1/3 cash, ~2/3 equity) with 2024 Webster total of $296,382; equity grants promote ownership alignment; insurance perquisites discontinued post‑2024 .
- Ownership alignment: Significant personal holdings (142,933 shares) with compliance to robust 5× retainer guideline; hedging/pledging prohibited, mitigating misalignment risk .
- Say‑on‑pay signaling: Strong shareholder support for executive compensation (94% in 2024; 93% in 2023), suggesting positive investor confidence in Compensation Committee practices that Webster oversees indirectly via NCGS role coordination .
- Related‑party exposure: Company reports no director had material interest in covered related‑party transactions during 2024; NCGS evaluates such transactions, reducing conflict risk .
- RED FLAGS: None disclosed specific to Webster—no pledging/hedging, no related‑party transactions, and attendance thresholds met .
Notes on insider trades and Section 16 compliance: The company reported timely Section 16 filings by directors in 2023 (one late Form 4 related to an executive, not Webster) .