William B. Berry
OCEANEERING INTERNATIONALAbout William B. Berry
Independent Class I director at Oceaneering International, Inc. since June 2016; age 72. Holds BS and MA in Petroleum Engineering from Mississippi State University. Brings five decades of leadership across onshore/offshore E&P, including CEO and President roles, with deep operational and HSSE expertise in global energy markets. Current public-company boards: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Resources, Inc. (formerly NYSE: CLR) | Chief Executive Officer | 2020–2023 | Led expansion into new regions and oversaw carbon capture investments aligned with OII’s growth priorities. |
| Continental Resources, Inc. | President | 2022–2023 | Senior leadership during strategic initiatives. |
| ConocoPhillips / Phillips Petroleum | EVP, Exploration & Production | 2003–2008 | Global E&P leadership; strategic alignment and technology adoption. |
| ConocoPhillips | President, Asia Pacific | 2002 | Regional leadership. |
| ConocoPhillips | SVP, E&P, Eurasia–Middle East | 2001–2002 | Regional E&P oversight. |
| ConocoPhillips | VP, E&P, Eurasia | 1998–2001 | Regional operations management. |
| ConocoPhillips | VP, International E&P, New Ventures | 1997 | New venture development. |
| ConocoPhillips | China Country Manager, Worldwide Drilling & Production | 1995–1997 | Country operations leadership. |
| ConocoPhillips / Phillips | Various positions of increasing leadership | 1976–1995 | Progressive operations/leadership roles. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frank’s International N.V. (NYSE: FI) | Director | 2015–2020 | Board service in oilfield services. |
| Teekay Corporation (NYSE: TK) | Director | 2012–2015 | Maritime/offshore exposure. |
| Willbros Group, Inc. (NYSE: WG) | Director | 2008–2014 | Energy infrastructure oversight. |
| Access Midstream Partners, L.P. (NYSE: ACMP, formerly) | Director | 2013–2014 | Midstream governance. |
| Woods Hole Oceanographic Institution | Board/Affiliation | Since 2024 | Scientific and maritime insights. |
| Hamm Institute of American Energy (Oklahoma State Univ.) | Board/Affiliation | Since 2022 | Energy policy/education. |
| Mississippi State University Foundation | Board of Directors | Since 2024 | University governance. |
Board Governance
- Independence: Independent director; Class I; Director since 2016; serves on Compensation Committee.
- Committee roles: Compensation Committee member; committee met 4 times in 2024; Meridian Compensation Partners engaged as independent consultant since 2015.
- Attendance: Board held 6 meetings and committees held 15 in 2024; each director attended at least 75% of aggregate meetings; all directors attended the Annual Meeting; regular executive sessions of nonemployee directors held in 2024 and scheduled for 2025.
- Skills matrix: Energy industry, Corporate Development & Strategy, Governance, HSSE, Human Capital Management, Maritime/Offshore, Risk Management.
- Policies: Prohibits hedging, pledging, and short sales; maintains clawback policy aligned with SEC and NYSE; employs stock ownership guidelines.
- Related-party transactions: Company states no director/nominee had a direct or indirect material interest in covered transactions during 2024 through proxy date.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (director) | $70,000 | Standard for non-chair directors. |
| Compensation Committee member retainer | $10,000 | Member (Chair = $20,000). |
| Total cash fees earned | $80,000 | Reported for Mr. Berry. |
| All other compensation | $17,796 | Medical/supplemental plan premiums; insurance benefits discontinued after 2024. |
| Total 2024 director compensation | $301,158 | Sum of cash, stock grant fair value, other. |
- Insurance/perquisites: Directors had access to health coverage and supplemental medical at no cost in 2024; group excess liability coverage ended Dec 1, 2024; Board voted to discontinue all insurance benefits for directors after 2024 (reduces perquisite risk).
Performance Compensation
| Equity Award (2024) | Quantity | Grant-Date Fair Value (USD) | Vesting/Terms |
|---|---|---|---|
| Restricted Stock | 8,743 shares | $203,362 | Subject to earlier vesting upon change of control or termination due to death; other terms per award agreements under the Incentive Plan. |
- Non-Equity Incentive for directors: None (no NEIP payouts for nonemployee directors).
- Options for directors/executives: None outstanding.
Other Directorships & Interlocks
| Company | Relationship to OII | Potential Interlock/Conflict Commentary |
|---|---|---|
| Continental Resources (private; formerly NYSE: CLR) | Former CEO/President; no current public directorships | E&P buyer of services generally; company discloses no related-party transactions for directors in 2024 through proxy date. |
| Frank’s International N.V.; Teekay Corporation; Willbros Group; Access Midstream Partners | Prior public boards | Industry adjacency; currently no disclosed conflicts or related-party exposure. |
- Current public company boards: None (reduces immediate interlock risk).
Expertise & Qualifications
- Energy industry leadership across E&P lifecycle; technology introduction for operational efficiency; carbon capture investment experience.
- Human capital management focus across international talent pools to achieve safety/financial/operational goals.
- Board skills include strategy/Corporate Development, Governance, HSSE, HCM, Maritime/Offshore, Risk Management.
Equity Ownership
| Holder | Shares Owned | RSUs/Restricted Units | Options | Total Beneficial | Ownership % |
|---|---|---|---|---|---|
| William B. Berry | 86,945 | — | 0 | 86,945 | Each director/executive ≤0.4% of outstanding common; total incl. RSUs ≤0.7% per individual. |
- Pledging/Hedging: Company prohibits hedging, pledging, and short sales (alignment-positive).
Governance Assessment
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Strengths: Independent status; deep energy operations/HSSE experience; active Compensation Committee member; strong equity alignment via 86,945 shares; prohibition on hedging/pledging; elimination of insurance perqs post-2024 tightens governance posture.
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Engagement: Board/committee workload in 2024 and executive sessions indicate active governance; all directors attended Annual Meeting; minimum 75% attendance threshold met.
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Compensation structure: Balanced cash/equity mix targeted at peer-group middle; equity grants are time-based restricted stock (no options, no performance equity), which provides alignment but limited performance linkage at director level.
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Conflicts/Related-party risk: No covered related-party transactions reported for directors; no current public company directorships reduce interlock risk.
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RED FLAGS: None disclosed specific to Mr. Berry. No options repricing, no pledging, no related-party transactions, and committee interlocks/insider participation safeguards noted.