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•	the date, time and location of the meeting;

•	a list of the matters intended to be acted on and our recommendations regarding those matters;

•	any control/identification numbers that you need to access your proxy card; and

•	information about attending the meeting and voting your shares.

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•	elect three Class I directors as members of the Board of Directors of Oceaneering to serve until the 2023 Annual Meeting of Shareholders or until a successor has been duly elected and qualified (Proposal 1);

•	approve Oceaneering’s 2020 Incentive Plan (Proposal 2);

•	cast an advisory vote on a resolution to approve the compensation of Oceaneering’s named executive officers (Proposal 3);

•	ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2020 (Proposal 4); and

•	transact such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.

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•	sending a written statement to that effect to our Corporate Secretary at 11911 FM 529, Houston, Texas 77041-3000, the mailing address for the executive offices of Oceaneering, provided that we receive the statement before the Annual Meeting;

•	submitting a signed proxy card, prior to the Annual Meeting, with a later date;

•	voting by proxy at a later time, but prior to the Annual Meeting, via the Internet or by telephone; or

•	voting at the Annual Meeting.

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(1)

There are no outstanding stock options held by any of our directors or executive officers. Includes the following shares granted in 2020 pursuant to restricted stock award agreements, as to which the recipient has sole voting power and no current dispositive power: Mr. Berry – 12,332; Mr. Collins – 12,332; Ms. Goodwin –12,332; Mr. Huff – 18,311; Mr. McEvoy – 12,332; Mr. Murphy – 12,332; Mr. Reinhardsen – 12,332; Mr. Webster – 12,332; and all directors and executive officers as a group – 104,635. Also includes the following share equivalents, which are fully vested but are held in trust pursuant to the Oceaneering Retirement Investment Plan (the “401(k) Plan”), as to which the indicated persons have the right to direct the plan trustee on how to vote: Mr. Barrett – 3,393; Mr. Curtis – 12,744; Mr. Lawrence – 3,914; Mr. McEvoy –32,385; and all directors and executive officers as a group – 82,622. At withdrawal, the share equivalents in the 401(k) Plan are to be settled in shares of Common Stock. The beneficial ownership of (a) each director and executive officer represents 0.3% or less of the outstanding Common Stock and (b) all directors and executive officers as a group represents 1.0% of the outstanding Common Stock.

(2)	Includes shares of Common Stock that are represented by restricted stock units of Oceaneering that are credited to the accounts of certain individuals and are subject to vesting. The individuals have no voting or investment power over these restricted stock units.

(3)	The indicated shares of Common Stock and Common Stock underlying restricted stock units of (a) each director and executive officer represent 0.3% or less of the outstanding Common Stock and (b) all directors and executive officers as a group represent 1.8% of the outstanding Common Stock.

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(1)	All percentages are based on the total number of issued and outstanding shares of Common Stock as of March 20, 2020.

(2)

The amount beneficially owned of 16,243,443 shares of Common Stock, as shown, is as reported by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on February 4, 2020. The Schedule 13G/A reports that BlackRock, Inc. has sole voting power with respect to 15,850,475 shares and sole dispositive power with respect to 16,243,443 shares. The Schedule 13G/A further reports that: (a) BlackRock Fund Advisors, a subsidiary of BlackRock, Inc., is the beneficial owner of 5% or greater of the Common Stock outstanding; and (b) iShares Core S&P Small-Cap ETF has the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock of, 5% or more of the Common Stock outstanding.

(3)

The amount beneficially owned of 10,156,733 shares of Common Stock, as shown, is as reported by The Vanguard Group in a Schedule 13G/A filed with the SEC on February 12, 2020. The Schedule 13G/A reports that The Vanguard Group has sole voting power with respect to 95,664 shares, sole dispositive power with respect to 10,055,928 shares, shared voting power with respect to 18,568 shares and shared dispositive power with respect to 100,805 shares. The Schedule 13G/A further reports that: (a) Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 82,237 shares, or 0.08% of the Common Stock outstanding, as a result of its serving as investment manager of collective trust accounts; and (b) Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 31,995 shares, or 0.03% of the Common Stock outstanding, as a result of its serving as investment manager of Australian investment offerings.

(4)

The amount beneficially owned of 9,978,757 shares of Common Stock, as shown, is as reported by FMR LLC in a Schedule 13G/A filed with the SEC on March 10, 2020. The Schedule 13G/A reports that FMR LLC has sole voting power with respect to 685,868 shares and sole dispositive power with respect to all 9,978,757 shares. The Schedule 13G/A identifies FMR LLC as a parent holding company and identifies the relevant subsidiaries of FMR LLC collectively and beneficially owning the shares being reported in the Schedule 13G/A as: FIAM LLC; Fidelity Management & Research Company LLC (“FMR Co. LLC”); and Strategic Advisers LLC. The Schedule 13G/A further reports: (a) FMR Co. LLC is the beneficial owner of 5% or greater of the Common Stock outstanding; (b) Abigail P. Johnson is a director, the chairman and the chief executive officer of FMR LLC; (c) members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of the voting equity of FMR LLC; (d) the Johnson family group and other equity owners of FMR LLC have entered into a voting agreement; (e) through their ownership of voting equity and the execution of the voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to form a controlling group with respect to FMR LLC; (f) neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ boards of trustees; and (g) Fidelity Management & Research

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(5)

The amount beneficially owned of 7,935,138 shares of Common Stock, as shown, is reported by Dimensional Fund Advisors LP in a Schedule 13G/A filed with the SEC on February 12, 2020. The Schedule 13G reports that Dimensional Fund Advisors LP has sole voting power with respect to 7,726,488 shares and sole dispositive power with respect to 7,935,138 shares. The Schedule 13G/A further reports that: (a) Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, as amended, furnishes investment advice to four investment companies registered under the Investment Company Act, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”); (b) in certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds; (c) in its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the shares that are owned by the Funds, and may be deemed to be the beneficial owner of such shares; however, all of the shares reported in the Schedule 13G/A are owned by the Funds; and (d) Dimensional disclaims beneficial ownership of such shares.

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•	the integrity of our financial statements;

•	our compliance with applicable legal and regulatory requirements;

•	the independence, qualifications and performance of our independent auditors;

•	the performance of our internal audit functions; and

•	the adequacy of our internal control over financial reporting.

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•	assist the Board in discharging its responsibilities relating to: (1) compensation of our executive officers and nonemployee directors; and (2) employee benefit plans and practices; and

•	produce or assist management with the preparation of any reports that may be required from time to time by the rules of the NYSE or the SEC to be included in our proxy statements for our annual meetings of shareholders or annual reports on Form 10-K.

•	identify individuals qualified to become directors of Oceaneering;

•	recommend to our Board candidates to fill vacancies on our Board or to stand for election to the Board by our shareholders;

•	recommend to our Board a director to serve as Chairman of the Board;

•	recommend to our Board committee assignments for directors;

•	periodically assess the performance of our Board and its committees;

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•	periodically review with our Board succession planning with respect to our Chief Executive Officer and other executive officers;

•	evaluate related-person transactions in accordance with our policy regarding such transactions; and

•	periodically review and assess the adequacy of our corporate governance policies and procedures.

•

include the name, age, business address, residence address (if known) and principal occupation or employment of that person, the number of shares of Common Stock beneficially owned or owned of record by that person and any other information relating to that person that is required to be disclosed under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related SEC rules and regulations; and

•	be accompanied by the written consent of the person to be named in the proxy statement as a nominee and to serve as a director if elected.

•	the name and address of that shareholder, as they appear on our stock records and the name and address of that associate;

•	the number of shares of Common Stock which that shareholder and that associate own beneficially or of record;

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•

a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position, profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made by that shareholder or that associate, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of that shareholder or that associate, in any case with respect to any share of Common Stock;

•	a description of all arrangements and understandings between that shareholder or that associate and each proposed nominee of that shareholder and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by that shareholder;

•	a representation by that shareholder that he or she intends to appear in person or by proxy at that meeting to nominate the person(s) named in that nomination notice;

•

a representation as to whether that shareholder or that associate, if any, intends, or is part of a group, as Rule 13d-5(b) under the Exchange Act uses that term, which intends, (1) to deliver a proxy statement and/or form of proxy to the holders of shares of Common Stock having at least the percentage of the total votes of the holders of all outstanding shares of Common Stock entitled to vote in the election of each proposed nominee of that shareholder which is required to elect that proposed nominee and/or (2) otherwise to solicit proxies in support of the nomination; and

•	any other information relating to that shareholder and that associate that is required to be disclosed under Section 14 of the Exchange Act and the related SEC rules and regulations, in connection with solicitations of proxies for an election of a director.

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•	financial- and compliance-related risks with the assistance of the Audit Committee;

•	risks associated with our Board and executive officer leadership and succession, conflicts of interest, and more generally with the adequacy of our governance policies and procedures, with the assistance of the Nominating and Corporate Governance Committee; and

•	risks associated with compensation policies and practices for executive officers and key employees with the assistance of the Compensation Committee.

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•

Compensation Committee Oversight. The Compensation Committee of our Board (the “Committee”), composed solely of independent directors, will approve all grants made to employees and review all grants made to nonemployee directors under the Proposed Incentive Plan; provided, however, that the Committee may delegate to any committee of the Board, to the Chief Executive Officer and to any of our other senior

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•	No Repricing of Options or SARs. The Proposed Incentive Plan prohibits repricing and replacement of stock options and stock appreciation rights at lower exercise prices, unless approved by our stockholders.

•	No Discounted Options or SARs. Stock options and stock appreciation rights may not be granted with an exercise price below the closing price of our Common Stock on the NYSE on the date of grant.

•	No Dividends on Options or SARs. Dividends and dividend equivalents may not be paid or accrued on stock options or stock appreciation rights.

•	Limited Terms for Options and SARs. Stock options and stock appreciation rights granted under the Proposed Incentive Plan are limited to 10-year terms.

•

Minimum Vesting. Awards of stock, options and SARs will have a minimum vesting period or restriction period, as applicable, of one year from the date of grant, provided that: (1) the Committee may provide for earlier vesting or termination of the restriction period following a Change of Control (as defined in the Proposed Incentive Plan) or upon termination of a participant’s employment or service by reason of death, disability or retirement; and (2) awards with respect to up to 5% of the shares of Common Stock authorized for grant pursuant to the Proposed Incentive Plan may have a vesting period or restriction period, as applicable, of less than one year.

•

Vesting of Dividends and Dividend Equivalents. Only a stock award (e.g., restricted stock units and restricted stock) may include dividends or dividend equivalents. Dividends and dividend equivalents payable in connection with a stock award may accrue but will not, in any event, be payable until the expiration of the vesting period or restriction period, as applicable, of the underlying stock award.

•

Director Award Limits. No nonemployee director may be granted, during any single calendar year, awards having an aggregate value, determined on each applicable grant date, when added to all cash compensation paid to the nonemployee director, other than in connection with the post-retirement payment associated with prior service as an officer or other employee of Oceaneering, during the same calendar year, in excess of $1,500,000.

•	Clawback or Recoupment. All awards granted under the Proposed Incentive Plan will be subject to recovery or clawback pursuant to applicable law, regulation or stock exchange listing requirements and our clawback policy, as amended from time to time.

•	No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, unless approved by the Committee.

•	No “Evergreen” Provision. Shares authorized for issuance under the Proposed Incentive Plan will not be replenished automatically. Any additional shares to be issued over and above the amount for which we are seeking authorization must be approved by our stockholders.

•	No Tax Gross-ups. Participants will not receive tax gross-ups under the Proposed Incentive Plan.

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•	increasing ROV days on hire in 2019 by 12%; and continuing to develop and deliver innovative robotics and automation solutions, including successfully deploying a resident, battery-powered remotely operated vehicle (“ROV”) system to support subsea inspection, maintenance and repair activities, as well as a high-current work-class ROV to serve the offshore renewable energy market;

•	achieving in our Subsea Products segment a book-to-bill ratio of 1.5 for the year, compared to 1.1 for 2018; and ending the year with a backlog in that segment of $630 million, an increase of 90% from that at December 31, 2018;

•	successfully performing our first significant multi-well deepwater, riserless light-well intervention campaign for a unit of BP in Angola, and contracting for a new multi-well campaign in Angola for the same customer in 2020;

•	taking delivery of the MSV Ocean Evolution, an advanced, Jones Act-compliant, deepwater multi-service vessel, in May 2019 and putting it in service in June 2019;

•	increasing cash and cash equivalents on our balance sheet by $19.4 million, or 5%, to $374 million at December 31, 2019; and

•	enhancing our environmental, social and governance disclosures on our website.

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•	the primary components of our compensation program consist of annual base salary, annual incentives, long-term incentives and retirement plans that are designed in the aggregate to provide opportunity that is competitive with the 50th percentile of a peer group and survey data identified by the Compensation Consultant retained by the Committee;

•

a significant portion of the program is delivered through variable compensation elements that are tied to key performance objectives of Oceaneering. Generally, at least one-half of the target total direct compensation (annual salary and annual and long-term incentives at target levels) is performance-based and approximately 60% of the estimated grant date value of long-term incentive awards is performance-based;

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•	the prolonged downturn in the offshore oilfield markets we serve has continued to impact our business and financial results and, accordingly, has negatively affected the annual and long-term incentive compensation of the Named Executive Officers;

•

annual incentive payouts for the Named Executive Officers for 2019 approximated target levels, reflecting achievement of (1) positive adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) between threshold and target levels, (2) net cash provided by operating activities less purchases of property and equipment for 2019 (“Free Cash Flow”) between target and maximum levels, and (3) health, safety and environmental protection (“HSE”) goals near target, provided that the Committee, in its discretion (and upon the recommendation of Mr. Larson), determined not to approve any payout related to HSE goals for our Named Executive Officers, other than Mr. Davison, due to a safety-related incident that occurred prior to the commencement of Mr. Davison’s employment; and

•

long-term incentive payouts for the Named Executive Officers (other than Mr. Davison), pursuant to their 2017 performance unit awards, reflected the attainment of specific financial goals for the period from January 1, 2017 through December 31, 2019 at between threshold and target levels, reflecting cumulative three-year EBITDA below the threshold and relative TSR at between threshold and target levels.

•	no change was recommended to the peer group selected by the Committee for use in 2019 decision making;

•	the target total direct compensation of most Oceaneering executives was below the relevant 50th percentile of the market;

•	amounts realized from our executive compensation program were generally aligned with Oceaneering’s performance, but conservative relative to peers; and

•	Oceaneering’s incentive structure for its executive officers was generally aligned with Oceaneering’s compensation philosophy and objectives and market practices.

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•	review the peer group of companies used for comparison purposes in the preceding year and assess the peer group’s continued validity;

•	conduct a review of the competitiveness of our total direct compensation, retirement benefits and perquisites of the Named Executive Officers and other key employees, relative to data disclosed in proxy statements and other filings with the SEC by the peer group of companies and survey data;

•	conduct a pay-for-performance analysis to assess the alignment of amounts realized from our executive compensation program and performance for Oceaneering and the peer group of companies identified;

•	assess Oceaneering’s incentive structure for executive officers and the alignment of that structure with Oceaneering’s compensation philosophy and objectives;

•	assess Oceaneering’s compensation for nonemployee directors relative to market practices, including the compensation programs of a peer group of companies;

•	assist in assessment of potential excise taxes pursuant to Section 4999 of the Code, assuming a change of control occurred on December 31, 2019; and

•	assist the Committee in its duties with respect to the compensation of our executives, other key employees and nonemployee directors for 2020.

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•	annual base salary;

•	annual incentive awards paid in cash;

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•	long-term incentive awards comprised of restricted stock units and performance units; and

•	retirement plans.

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(1)

The Committee, in the exercise of its discretion under the 2019 Annual Bonus Program and upon the recommendation of Mr. Larson, approved a payout level of 0% with respect to the HSE component of the 2019 Annual Cash Bonus Program for each of Messrs. Larson, Curtis, Lawrence and Barrett, who were with Oceaneering at the time of a safety-related incident in 2019. The Committee approved a payout level of 98% with respect to such component for Mr. Davison, who joined Oceaneering after the incident, reflecting attainment of HSE program goals for 2019.

(2)	Payouts levels of 93% and 103% were approved for (1) Messrs. Larson, Curtis, Lawrence and Barrett and (2) Mr. Davison, respectively, and are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

•	deliver competitive economic value;

•	manage annual share utilization;

•	preserve the alignment of the executive’s financial and shareholding interest with those of our shareholders, generally;

•	attract and retain executives and other key employees;

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•	focus management attention on specific performance measures that have a strong correlation with the creation of shareholder value; and

•	provide that generally at least one-half of an executive’s target total direct compensation be performance-based.

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•	the officer’s highest base salary;

•	an amount equal to the target award the Named Executive Officer is eligible to receive under the then-current Annual Cash Bonus Program; and

•	in the case of Mr. Larson, an amount equal to the maximum percentage of his annual base salary contributed by us for him in our SERP for the then-current year multiplied by his highest annual rate of base salary during the then-current year or any of the three years preceding the date of termination.

•	the benefits under all compensation plans and programs, including restricted stock agreements, restricted stock unit agreements and performance unit agreements, would be paid as if all contingencies for payment and maximum levels of performance had been met; and

•	the officer would receive benefits under all other plans and programs in which the officer then participates for three years (in the case of Mr. Larson), two years (in the case of each of our other Named Executive Officers other than Mr. Davison) or one year (in the case of Mr. Davison) at no greater cost or expense to such officer than was the case immediately prior to the change of control.

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•	“cause” for termination by us means:

◦	for a participant in the CoC Plan, our determination that the participant:

▪	has committed a material breach of any of his or her obligations under any written agreement with us;

▪	has committed a material violation of any of our policies, procedures, rules and regulations applicable to employees generally or to employees at his or her grade level, in each case, as they may be amended from time to time;

▪	has failed to perform, in any material respect, his or her duties or responsibilities to our company (other than as a result of physical or mental illness or injury);

▪	has committed fraud, theft, embezzlement or misappropriation of any of our funds or other assets; or

▪	has been convicted of, entered a plea of guilty or no-contest to, or received adjudicated probation or deferred adjudication in connection with, a crime involving fraud, dishonesty or moral turpitude or any felony (or crime of similar import outside the United States); and

◦	for purposes of the Legacy CoC Agreements, conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude related to employment with us;

•	“change of control” is defined in the CoC Plan and the Legacy CoC Agreements as occurring if:

◦	any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of our securities representing 20% or more of the combined voting power of our outstanding voting securities, other than through the purchase of voting securities directly from a private placement by us;

◦	the current members of our Board, or subsequent members approved by at least two-thirds of the current members, no longer comprise a majority of our Board;

◦	our company is merged or consolidated with another corporation or entity, and our shareholders own less than 60% of the outstanding voting securities of the surviving or resulting corporation or entity;

◦	there has been a consummation of either a tender offer or exchange offer by a person other than us for the ownership of 20% or more of our voting securities; or

◦	there has been a disposition of all or substantially all of our assets (other than in specified types of affiliate transactions).

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“disability” is defined in the CoC Plan and the Legacy CoC Agreements as the continuing full-time absence of the officer (or other CoC Plan participant, as applicable) from his or her duties for 90 days or longer as a result of physical or mental incapacity and such absence is anticipated to extend for 90 additional days or longer (the need for such absence and its anticipated duration to be determined solely by the individual’s physician who is approved by us, which approval shall not be unreasonably withheld); and

•	“good reason” for termination by the officer includes:

◦	for a participant in the CoC Plan:

▪	a material reduction in the authority, duties or responsibilities of such participant from those applicable to him or her immediately prior to the change of control, except as a result of his or her death or due to disability;

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▪	a material reduction by us in such participant’s annual base salary, SERP contribution level by us, annual bonus opportunity or aggregate long-term incentive compensation in effect immediately prior to the change of control and as may subsequently be increased thereafter;

▪

our failure to continue in effect any benefit plans in which such participant was participating immediately prior to the change of control, other than as a result of the expiration or an amendment of any such benefit plan in accordance with its terms, or our taking (or failing to take) any action that would materially reduce such participant’s benefits under any of the benefit plans in which such participant was participating or deprive such participant of any material benefit, including a severance plan benefit, enjoyed by such participant, immediately prior to the change of control (except as may be proposed by such participant to us);

▪	the relocation of the principal place of such participant’s employment as of the change of control to a location at least 50 miles further from his or her principal residence without such participant’s express written consent, unless such relocation is agreed to in writing by the participant (or was scheduled and communicated in writing by us to the officer prior to the change of control); or

▪	our failure, upon a change of control, to obtain the assumption of the CoC Plan by any successor (other than by operation of law); and

▪	an adverse change in status, title or position;

▪	a reduction in annual base salary, SERP contribution level by us, annual bonus opportunity or aggregate long-term compensation, all as may be increased subsequent to date of the Change-of-Control Agreement;

▪

our failure to continue certain bonus plans and the SERP in effect, other than as a result of the normal expiration or amendment of any such plan in accordance with its terms, or our taking (or failing to take) any action that would (1) adversely affect the officer’s continued participation in any such plan on at least as favorable a basis to the officer as is the case immediately prior to the effective date of the change of control or (2) materially reduce the officer’s benefits under any of such plans or deprive the officer of any material benefit enjoyed by him or her immediately prior to a change of control (except as may be proposed by the officer to us);

▪	a relocation of the principal place of the officer’s employment to a location 25 miles further from the officer’s principal residence without his or her express written consent;

▪	the failure of a successor to assume the Change-of-Control Agreement;

▪	any prohibition by us against the individual engaging in outside activities permitted by the Change-of-Control Agreement; and

▪	any default by us in the performance of our obligations under the Change-of-Control Agreement, whether before or after a change of control; and

•	“highest base salary” means the officer’s highest annual rate of base salary during a specified period preceding the date of termination, which is:

◦	for purposes of the Legacy CoC Agreements, the then current year or any of the three years preceding the date of termination; and

◦	for purposes of the CoC Plan, 180 days prior to and two years after the change of control.

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•	direct ownership of shares;

•	indirect ownership of shares, including stock or stock equivalents held in our retirement plan; and

•	vested and unvested shares of restricted stock and restricted stock units awarded under our long-term incentive programs.

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(1)	No information is reported for Mr. Davison for 2018 or 2017, as he was not a named executive officer under the rules of the SEC for those years. Mr. Barrett resigned from his position as Senior Vice President, Business Development effective March 2, 2020, and currently serves in a transitional support role.

(2)	No discretionary bonuses were awarded to the Named Executive Officers for the indicated years.

(3)	The amounts reflect the aggregate grant date fair values of awards of restricted stock units computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Notes 8, 9 and 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2017, 2018 and 2019, respectively.

(4)

The amounts shown for 2019 are comprised of the following for each Named Executive Officer: (a) annual bonus payments made pursuant to our Annual Cash Bonus Award Program for 2019: Mr. Larson – $839,794; Mr. Davison – $370,845; Mr. Curtis – $283,782; Mr. Lawrence – $254,262; and Mr. Barrett – $218,345 (see “Compensation Discussion and Analysis — Annual Incentive Awards Paid in Cash” above); and (b) except for Mr. Davison, who joined Oceaneering in 2019, cash payments made pursuant to performance units awarded in 2017, as determined by the Compensation Committee in February 2020, based on performance for the period from January 1, 2017 through December 31, 2019 at between threshold and target levels, reflecting cumulative three-year EBITDA below the threshold and relative TSR at between threshold and target levels.

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(5)	The amount included for each attributable perquisite or personal benefit does not exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits received by any Named Executive Officer.

(6)	The amounts shown for 2019 are attributable to the following:

•	Mr. Larson: (a) $360,500 for our contribution to his notional SERP account; (b) $16,800 for our contribution to his 401(k) plan account; (c) $5,992 for basic life insurance premium; and (d) $21,968 for perquisites and other personal benefits comprised of: provision of excess liability insurance; premium for a supplemental medical insurance plan; and use of a company-provided automobile;

•	Mr. Davison: (a) $108,500 for our contribution to his notional SERP account; (b) $6,200 for our contribution to his 401(k) plan account; (c) $3,010 for basic life insurance premium; and (d) $21,466 for perquisites and other personal benefits comprised of: provision of excess liability insurance; premium for a supplemental medical insurance plan; and club membership;

•	Mr. Curtis: (a) $101,516 for our contribution to his notional SERP account; (b) $16,800 for our contribution to his 401(k) plan account; (c) $3,283 for basic life insurance premium; and (d) $17,023 for perquisites and other personal benefits comprised of: provision of excess liability insurance; and premium for a supplemental medical insurance plan;

•	Mr. Lawrence: (a) $72,765 for our contribution to his notional SERP account; (b) $12,770 for our contribution to his 401(k) plan account; (c) $6,416 for basic life insurance premium; and (d) $17,443 for perquisites and other personal benefits comprised of: provision of excess liability insurance; and premium for a supplemental medical insurance plan; and

•	Mr. Barrett: (a) $66,950 for our contribution to his notional SERP account; (b) $1,463 for our contribution to his 401(k) plan account; (c) $4,452 for basic life insurance premium; and (d) $1,951 for perquisites and other personal benefits comprised of: provision of excess liability insurance.

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(1)

The amounts presented show the potential value of the payout for each Named Executive Officer under the performance units awarded in 2019 if the threshold, target or maximum goal is satisfied for each of the performance measures. The potential payouts are performance-driven and, therefore, at risk. For a description of the awards, including business measurements for the three-year performance period and the performance goals for determining the payout, see “Compensation Discussion and Analysis — Long-Term Incentive Compensation” above.

(2)	The amounts presented show the possible threshold, target and maximum bonus amounts that could have been payable under our 2019 Annual Cash Bonus Award Program. For a discussion of the program and related 2019 results, see “Compensation Discussion and Analysis — Annual Incentive Awards Paid in Cash.”

(3)	The amounts reflect the number of restricted stock units awarded to the Named Executive Officers in 2019. For a description of the awards, see “Compensation Discussion and Analysis — Long-Term Incentive Compensation” above.

(4)

The amounts reflect the aggregate grant date fair value of restricted stock units computed under FASB ASC Topic 718 awarded to the Named Executive Officers in 2019. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. For a description of the awards, see “Compensation Discussion and Analysis — Long-Term Incentive Compensation” above.

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(1)

Reflects unvested restricted stock units awarded pursuant to the Restricted Stock Unit Agreements entered into with the Named Executive Officers in 2017, 2018 and 2019, including the agreement providing for the Sign-on Award to Mr. Davison, comprised of 83,580 restricted stock units granted as of his employment date (the “Sign-on Agreement” below). The vesting schedules for these restricted stock units are as follows:

(2)	Market value of unvested restricted stock units assumes a price of $14.91 per share of our Common Stock as of December 31, 2019, which was the closing price of our Common Stock, as reported by the NYSE, on that date.

(1)	The amounts reflect the gross value realized for shares acquired after vesting of restricted stock units, pursuant to the Restricted Stock Unit Agreements entered into in 2016 with the indicated Named Executive

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(1)	The amounts reflect the credited contributions we made to the accounts of the Named Executive Officers in 2019. All of the contributions shown are included in the “All Other Compensation” column of the “Summary Compensation Table” above.

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(2)	The amounts reflect hypothetical accrued gains (or losses) in 2019 on the aggregate of contributions by the Named Executive Officers and us on notional investments designed to track the performance of the funds selected by the Named Executive Officers, as reflected below. No amounts of such aggregate earnings are reported in the “Summary Compensation Table” above.

(3)	The amounts reflect the accumulated account values (including gains and losses) of contributions by the Named Executive Officers and us as of December 31, 2019 as follows:

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(1)

Payment of benefit is provided only if involuntary termination is the result of a reduction in force, except with respect to Mr. Davison while the Retention Agreement is in effect (see “Retention and Severance Payments Agreement” under the heading “—Post-Employment Compensation” in the “Compensation Discussion and Analysis” above). For Mr. Davison, payment of benefit is provided pursuant to the Retention Agreement in the event of termination by Oceaneering without cause, by Mr. Davison for good reason, or in the event of death or disability.

(2)

The amount for each Named Executive Officer reflects an amount equaling three times, for Mr. Larson, or two times, for other executives, the sum of: (a) the highest annual rate of base salary for the then-current year or any of the three years preceding the date of termination or, for Mr. Davison, the highest annual rate of base salary during the period beginning 180 days prior to and ending two years after the change of control (“Base Rate”); (b) the target award he is eligible to receive under the Annual Cash Bonus Program for the then-current year; and (c) for Mr. Larson, the maximum percentage of base salary contribution level by us for him in our SERP for the then-current year multiplied by his Base Rate, payable pursuant to his Change-of-Control Agreement. If applicable, the termination amount may be reduced to the “safe harbor amount” (see for more information, “Compensation Discussion and Analysis — Post-Employment Compensation Programs — Change-of-Control Agreements” above) if more beneficial to the Named Executive Officer on an after-tax basis.

(3)

The amount for each Named Executive Officer, other than Mr. Davison, reflects the estimated value of the benefit to him to receive the same level of medical, life insurance and disability benefits for a period of 36 months, for Mr. Larson, or 24 months, for other executives, after termination that is payable pursuant to the executive’s Change-of-Control Agreement. The amount for Mr. Davison reflects the estimated value of the benefit to him to receive post-employment health insurance benefits for a period of 12 months after termination that is payable pursuant to his Change-of-Control Agreement.

(4)	The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be delivered for each outstanding unvested restricted stock unit pursuant to the executive’s 2017, 2018 and 2019 Restricted Stock Unit Agreements.

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(5)	The amount for each Named Executive Officer reflects the value of shares of Common Stock that would be delivered for each outstanding unvested restricted stock unit pursuant to the executive’s 2017, 2018 and 2019 Restricted Stock Unit Agreements and Change-of-Control Agreement.

(6)

Upon death or disability, the performance units awarded pursuant to the 2017, 2018 and 2019 Performance Unit Agreements would vest and the final values of the units would be determined as follows: (a) for the 2017 performance units awarded, the final value would be equal to the value determined by the Compensation Committee based on Oceaneering’s attainment with respect to the performance measures established at the time of award; and (b) for the 2018 and 2019 performance units awarded, the final value would be equal to the target value of $100 per unit. The amount for each Named Executive Officer reflects cash payment for performance units awarded in 2017, as a result of our achievement of goals established by the Compensation Committee for the period from January 1, 2017 through December 31, 2019 at between threshold and target levels, reflecting cumulative three-year EBITDA below the threshold and relative TSR at between threshold and target levels. This amount is included for the executive in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For information about the goals and measures and the amounts payable, see “Compensation Discussion and Analysis — Long-Term Incentive Compensation” above.

(7)

The performance units awarded pursuant to the 2017, 2018 and 2019 Performance Unit Agreements would vest and the final values of the units would be determined as follows: (a) for each of Messrs. Larson, Curtis, Lawrence and Barrett, the final value would be equal to the maximum value of $200 per unit pursuant to his Legacy CoC Agreement; and (b) for Mr. Davison, the final value would be equal to the target value of $100 per unit pursuant to his Change-of-Control Agreement under the CoC Plan.

(8)

The amount for each Named Executive Officer reflects the accumulated account values (including gain and losses) of contributions by the Named Executive Officer and Oceaneering for vested amounts and by Oceaneering for unvested amounts. Messrs. Curtis, Lawrence and Barrett were fully vested in their respective SERP accounts. For more information on SERP amounts, see “Nonqualified Deferred Compensation” above.

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(1)	The amounts shown are attributable entirely to annual retainers as described above.

(2)

The amounts reflect the aggregate grant date fair value of awards by us in 2019 related to restricted stock awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. The aggregate numbers of restricted shares outstanding as of December 31, 2019 were: 15,715 for Mr. Huff, and 10,584 for each of our other nonemployee directors.

(3)	The amount shown for each attributable perquisite or other personal benefit does not exceed the greater of $25,000 or 10% of the total amount of perquisites and other personal benefits received by any director.

(4)

The amounts shown for 2019 are attributable to the provision of excess liability insurance and, for all directors other than Mr. Huff, premiums for a supplemental medical insurance plan. In addition, for Ms. Goodwin and Messrs. Collins, McEvoy and Reinhardsen, perquisites and other personal benefits include an annual premium for basic health care provided by us. See the discussion below under the caption “Service Agreement with Mr. Huff” for information about various post-employment benefits provided to Mr. Huff.

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(1)	Audit Fees consisted of fees for professional services provided in connection with: (a) the audit of our financial statements for the years indicated and the reviews of our financial statements included in our Forms 10-Q during those years; and (b) audit services provided in connection with other statutory or regulatory filings.

(2)	Audit-Related Fees consisted of fees for accounting, consultation services, employee benefit plan audits, services related to due diligence for business transactions, and statutory and regulatory compliance.

(3)	Tax Fees consisted of tax compliance and consultation fees.

(4)	All Other Fees consisted of a subscription to Ernst & Young LLP’s informational on-line service.

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•	be received at our executive offices not earlier than November 9, 2020 and not later than close of business on January 8, 2021; and

•	satisfy requirements that our Bylaws specify.

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(1)	the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)	the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(1)

no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2)	no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) of the Code and the Treasury regulations promulgated thereunder.

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