UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

The format of the Atriumvirtual meeting has been designed to ensure that shareholders who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. All of our corporate offices at 11911 FM 529, Houston, Texas 77041.Oceaneering’s directors are currently expected to attend the meeting via the webcast. Oceaneering currently expects future annual meetings of its shareholders to be held in person. It is important that you retain a copy of the unique control number found on the proxy card, voting instruction form or notice, as that number will be required in order for shareholders to gain access as shareholders to the meeting via the webcast. As always, we encourage you to vote your shares by proxy prior to the annual meeting.

On the following pages, you will find the Notice of Annual Meeting of Shareholders and Proxy Statement giving information concerning the matters to be acted on at the meeting. Our Annual Report to Shareholders describing Oceaneering’s operations during the year ended December 31, 20182021 is enclosed.

We hope you will be able to attend the meeting in person.meeting. Whether or not you plan to attend, please take the time to vote. In addition to using the enclosed paper proxy card to vote, which you may sign, date and return in the enclosed postage-paid envelope, you may vote your shares via the Internet or by telephone by following the instructions included in this package.

The accompanying Proxy Statement and Annual Report are available under the Filings & Reports tab in the Investor Relations section of our Web sitewebsite (www.oceaneering.com).

The following information applicable to the Annual Meeting may be found in the Proxy Statement and/or the accompanying proxy card:

The meeting will be held for the following purposes:

The close of business on March 21, 2019April 6, 2022 is the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.

Only shareholdersholders of record of shares of Oceaneering International, Inc. (“Oceaneering”) common stock, $0.25 par value per share (“Common Stock”) at the close of business on March 21, 2019April 6, 2022 will be entitled to notice of, and to vote at, the meeting. As of that date, 98,928,299100,253,589 shares of our Common Stock, $0.25 par value per share (“Common Stock”), were outstanding. Each of those outstanding shares is entitled to one vote at the meeting. For 10 days prior to the meeting, a list of shareholders entitled to vote will be available for inspection by any shareholder for any purpose germane to the Annual Meeting at our principal executive offices located at 11911 FM 529, Houston, Texas. If you would like to view the shareholder list, please call our Senior Vice President, General Counsel and Secretary, David K. Lawrence, at (713) 329-4500, to schedule an appointment. The shareholder list will also be available virtually for review during the Annual Meeting.

We are initially sending this Proxy Statement and the accompanying proxy to our shareholders on or about March 29, 2019.April 15, 2022. The requirement for a quorum at the meeting is the presence in person (including online) or by proxy of holders of a majority of the outstanding shares of Common Stock. There is no provision for cumulative voting.

The accompanying proxy is solicited on behalf of our Board of Directors (our “Board”) for use at our Annual Meeting of Shareholders to be held at the time and place set forth in the accompanying notice. We will pay all costs of soliciting proxies. We will solicit proxies primarily by mail. In addition to solicitation by mail, our officers, directors and employees may solicit proxies in person or by telephone, facsimile and electronic transmissions, for which such persons will receive no additional compensation. We have retained Georgeson Inc.LLC to solicit proxies at a fee estimated at $10,000,$13,000, plus out-of-pocket expenses. We will reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy material to beneficial owners of our Common Stock.

The persons named as proxies were designated by our Board and are officers of Oceaneering. All properly executed proxies will be voted (except to the extent that authority to vote has been withheld), and where a choice has been specified by the shareholder as provided in the proxy, the proxy will be voted in accordance with the specification so made. Proxies submitted without specified choices will be voted as follows:

The telephone and Internet voting procedures are designed to verify your vote through the use of a unique voter control number that is provided on each proxy card. The procedures also allow you to vote your shares and to confirm that your instructions have been properly recorded. Please see your proxy card for specific instructions.

If you hold shares through a brokerage firm, bank or other custodian, you may vote via the Internet or by telephone only if the custodian offers that option.

If you are a shareholder of record, and you vote by proxy by mail, the Internet or telephone, you may later revoke your proxy instructions by:

If you have shares held through a brokerage firm, bank or other custodian, and you vote by proxy, you may later revoke your proxy instructions only by informing the custodian in accordance with any procedures it sets forth.

Our Restated Certificate of Incorporation divides our Board into three classes, each consisting as nearly as possible of one-third of the members of the whole Board. There are currently three directors in each of each class.Classes I and III and four directors in Class II. The members of each class serve for three years following their election, with one class being elected each year.

Three Class III directors are to be elected at the 20192022 Annual Meeting. In accordance with our Bylaws, directors are elected by a plurality of the votes cast. However, our Corporate Governance Guidelines provide that, in an uncontested election of directors, any director nominee who does not receive a “for” vote by a majority of shares present in person (including online) or by proxy and entitled to vote and actually voting on the matter shall promptly tender his or her resignation to the Nominating, and Corporate Governance and Sustainability Committee of our Board, subject to acceptance by the Board. The Nominating, and Corporate Governance and Sustainability Committee will then make a recommendation to the Board with respect to the director’s resignation and the Board will consider the recommendation and take appropriate action within 120 days from the date of the certification of the election results. Abstentions and broker “non-votes” marked on proxy cards will not be counted in the election.

Set forth below is information (ages are as of May 9, 2019)27, 2022) with respect to the three nominees for election as Class III directors, of Oceaneering,Mr. Roderick A. Larson, Mr. M. Kevin McEvoy, and Mr. Paul B. Murphy, Jr.

Mr. Larson 52, has served as President and Chief Executive Officer of Oceaneering since May 2017. He joined Oceaneering in May 20122017 and as President since 2015. Mr. Larson previously served as Senior Vice President and Chief Operating Officer and became Presidentfrom 2012 to 2015. Prior to joining Oceaneering in February 2015.2012, Mr. Larson previously held positions withwas employed by Baker Hughes Incorporated from 1990 untilfor more than 20 years, where he joined Oceaneering, servingheld various leadership and technical positions, including most recently as President, Latin America Region, from 2011 to 2012 and Vice President of Operations, Gulf of Mexico Region, from 2009 to 2011 and in other leadership and technical roles prior thereto. Mr. Larson2011. He has also served asbeen a director of Newpark Resources, Inc. since March 2014. Mr. Larson has been a directorserves on the boards of Oceaneering since May 2017.the American Petroleum Institute and the National Ocean Industries Association and was the 2021 Chair of the Energy Workforce and Technology Council.

The Board has determined that Mr. Larson is qualified to serve on our Board based on his in-depth knowledge regarding our business and the energy industry and his leadership skills, derived from his service as a member of our executive management team, service as a public company director for eight years and over 2530 years of experience in the oilfield services industry. Mr. Larson is a member

Mr. McEvoy 68,has been a director of EMCOR Group, Inc. since June 2016. Previously, he served as Chief Executive Officer of Oceaneering from 2011 to May 2017 and as President from 2011 to February 2015. Mr. McEvoy’s service with Oceaneering began in 1979 with Solus Ocean Systems, Inc., which Oceaneering acquired in 1984. Since then, he held1984, and included senior management positions in each of our operating groups,business segments prior to being appointed Senior Vice President, Western Region, in 2000, Executive Vice President in 2006 and Chief Operating Officer in 2010 and President and Chief Executive Officer in 2011.2010. Mr. McEvoy has also beenholds a directorCERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute and the National Association of EMCOR Group, Inc. since June 2016. Mr. McEvoy has been a director of Oceaneering since 2011.Corporate Directors.

The Board has determined that Mr. McEvoy is qualified to serve on our Board based on his thorough knowledge of Oceaneering and its businesses, which he gained through his years of service in each of our five business segments and as a member of our executive management team, as well as through his prior service on our Board.Board and as an outside director of a publicly traded company in the construction industry. A U.S. Navy veteran, Mr. McEvoy has over 4045 years of experience in offshore, diving and other subsea and marine-related activities, primarily in oilfield-related areas, with significant international exposure.

Mr. Murphy 59, has been Executive Vice Chairman of Cadence Bank since 2010, beenOctober 2021, having served as Chief Executive Officer and chairman of the board of directors of its predecessors Cadence Bancorporation and Chief Executive Officer of Cadence Bancorp, LLC, which formed Cadence Bank, in 2009.N.A from 2009 until such date. From 1990 to 2009, Mr. Murphy was employed by Amegy Bank of Texas, where he served in senior leadership roles, including as Chief Executive Officer from 2000 to 2009 and as a director of that bank from 1994 to 2009. Within the past five years, Mr. Murphy has also served as a director of GP Natural Resource Partners LLC, the general partner of Natural Resource Partners L.P., since March 2018. He served as a director of the Federal Reserve Bank of Dallas – Houston Branch from 2009 through 2015 and as a director of Hines Real Estate Investment Trust, Inc. from 2008 to November 2018. Mr. Murphy has been a director of Oceaneeringthe general partner of Natural Resource Partners L.P. since August 2012. He is the chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee.March 2018.

The Board has determined that Mr. Murphy is qualified to serve on our Board based on his considerable experience as an executive officer and director of both privately owned and publicly traded companies, particularly financial institutions. Mr. Murphy’s financial background, including over 3540 years of business and entrepreneurial experience in the financial services industry, allows him to provide valuable contributions to our Board. Including his service on our Board, Mr. Murphy has over 2025 years of experience as a director of publicly ownedtraded companies.

Continuing Directors

Mr. Berry 66, has been a director of Continental Resources, Inc. since May 2014 and a director of Frank’s International N.V. sincebecame its Chief Executive Officer on January 2015. Mr. Berry1, 2020. He previously served as Executive Vice President, Exploration and Production, of ConocoPhillips from 2003 until his retirement in 2008, after more than 30 years with ConocoPhillips and its predecessor, Phillips Petroleum Company, during which he held other executive positions in Africa, Asia, Europe and the Middle East. Within the past five years, Mr. Berry also served on the boardsboard of directors of Teekay CorporationFrank’s International N.V. from 2011 to December 2015 Access Midstream Partners, L.P. from 2013 to June 2014 and Willbros Group, Inc. from 2008 to May 2014. Mr. Berry has been a director of Oceaneering since June 2016. He is the chairman of the Compensation Committee.2020.

Mr. Collins 72,was named Chairman of the Board in May 2021. He has beenalso served as a director of Pason Systems Inc. since 2012 and Murphy Oil Corporation since 2013. He previously served as Oceaneering’s Chief Executive Officer from 2006 to 2011, President from 1998 to 2011 and Chief Operating Officer from 1998 until 2006, Executive Vice President – Oilfield Marine Services from 1995 to 1998, and2006. Mr. Collins previously held other executive positions with Oceaneering, after joining Oceaneering as Senior Vice President and Chief Financial Officer from 1993 to 1995. Mr. Collins has beenin 1993. He also serves as a director of Oceaneering since 2002. He is a memberand chairman of the Audit Committee.board of Texas Institute of Science, Inc.

The Board has determined that Mr. Collins is qualified to serve on our Board based on his substantial prior experience as a member of our Board and other public company boards, his thorough knowledge regardingof Oceaneering and its businesses, which he gained through his years of service as a member of our executive management team as well as throughand our Board, his prior service on our Board. Mr. Collins has extensive knowledge of the oilenergy industry, and gas industry.his experience as a senior financial officer. Including his service on our Board, Mr. Collins has over 4045 years of experience with companies engaged in oilfield-related or other energy-related businesses.

The Board has determined that Mr. Reinhardsen is qualified to serve on our Board based on his extensive experience in, and knowledge of, the subsea oilfield services industry, his involvement with renewable energy, his international perspective and his experience as a director of various other public companies. Including his service on our Board, Mr. Reinhardsen has significant financial and operational expertise and experience spanning over three decades35 years in engineering-, construction- and energy-related businesses.

Ms. Goodwin 54,has been a member of the supervisory board of Arcadis NV, a global design, engineering and management consulting company, since April 2016, and a director of Kosmos Energy Ltd. since June 2018. Ms. Goodwin served as President, North America Region, of Technip USA, Inc. from December 2013 until her retirement in January 2017, following completion of the business combination involving Technip S.A. and FMC Technologies, Inc. Previously, Ms. Goodwin held other operational and financial leadership positions with Technip USA, Inc. and its

The Board has determined that Ms. Goodwin is qualified to serve on our Board based on her considerable experience as an executive officer,experience, particularly with operational and financial experience,management, and service as a director of international public companies, as well as her accounting and auditing background. Ms. Goodwin’s significant operational and financial background, including over 2025 years of experience in the oil and gas products and services industry, allowsand experience as a director of other public companies, allow her to provide valuable contributions to our Board.

Under rules adopted by the New York Stock Exchange (the “NYSE”), our Board of Directors must have a majority of independent directors. The director independence standards of the NYSE require a board determination that oura director hashave no material relationship with us and has no specific relationships that preclude independence. Our Board considers relevant facts and circumstances in assessing whether a director is independent. Our Board has determined that, with the exception of Messrs.Mr. Larson, our President and McEvoy,Chief Executive Officer, all of our directors currently meet the NYSE independence requirements.

COMMITTEES OF THE BOARD

The Audit Committee, which is comprised of directors Murphy (Chairman)(Chair), BerryGoodwin, Reinhardsen and Goodwin,Velusamy, held seveneight meetings during 2018. Effective in March 2019, Mr. Collins replaced Mr. Berry as a member of the Audit Committee.2021.

Our Board of Directors has determined that Ms. Goodwin and Messrs. Murphy and Reinhardsen are audit committee financial experts and that all current members of the Audit Committee are audit committee financial expertsfinancially literate, as defined in the applicable rules of the SEC.SEC and the NYSE. For information relating to the background of each member of the Audit Committee, see the biographical information under “Information about Nominees for Election and Continuing Directors.”

The Audit Committee is appointed by our Board, of Directors, on the recommendation of the Nominating, and Corporate Governance and Sustainability Committee, to assist the Board in its oversight of:

Our management is responsible for our internal controls and preparation of our consolidated financial statements. Our independent auditors are responsible for performing an independent audit of the consolidated financial statements and internal

In discharging its duties, the Audit Committee also reviews and approves the scope of the annual audit, non-audit services to be performed by the independent auditors and the independent auditors’ audit and non-audit fees; reviews and discusses with management (including the senior internal auditor) the independent auditors’ annual audit of our internal control over financial reporting; recommends to our Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for filing with the SEC; meets independently with our senior compliance and internal audit personnel, independent auditors and management; reviews, among other things, the general scope of our accounting, financial reporting, annual audit and our internal audit programs and matters relating to internal control systems, information technology and cybersecurity, legal and regulatory matters and taxes, as well as the results of the annual audit and interim financial statements, auditor independence issues and the adequacy of the Audit Committee charter; and reviews with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding our financial statements or accounting policies.

A copy of the Audit Committee charter is available under the Governance tab in the Investor Relations section of our Web sitewebsite (www.oceaneering.com). Any shareholder may obtain a written copy of the charter from us upon request. The report of the Audit Committee is included in this Proxy Statement under the heading “Report of the Audit Committee.”

The Compensation Committee, comprised of directors Berry (Chairman)Goodwin (Chair), GoodwinBeachy, Berry and Reinhardsen, held four meetings during 2018.2021.

The Compensation Committee is appointed by our Board of Directors to:

Specific duties and responsibilities of the Compensation Committee include: overseeing our executive and key employee compensation plans and benefit programs; reviewing and approving objectives relevant to the compensation of executives and key employees, including administration of annual bonus plans,programs, long-term incentive plans, supplemental executive retirement plan and severance, termination and change-of-control arrangements; approving employment agreements for key executives; reviewing and making recommendations to

On an annual basis, the Compensation Committee engages a recognized human resourceexecutive compensation consulting firm (the “Compensation Consultant”) to assist the Compensation Committee in its administration of compensation for our directors and executive officers. The Compensation Consultant provides to the Compensation Committee a market analysis including total direct compensation (salary, annual incentive bonus and long-term incentive compensation), retirement benefits and perquisites for each of our executive officers and compensation for nonemployee directors among peer group companies and other survey data (see “Compensation Discussion and Analysis – The Role of the Compensation Consultant” in this Proxy Statement). The Compensation Consultant engaged in 20182021 was Meridian Compensation Partners, LLC, which has served in this capacity since 2015.

The Compensation Committee approves the forms and amounts of annual and long-term incentive program compensation for our executive officers and other key employees, and recommends to the Board the forms and amounts of compensation for nonemployee directors.

The Compensation Committee operates under a written charter adopted by our Board of Directors.Board. A copy of the Compensation Committee charter is available under the Governance tab in the Investor Relations section of our Web site

The Nominating, and Corporate Governance and Sustainability Committee (the “Governance & Sustainability Committee”), comprised of directors Webster (Chairman)(Chair), Murphy and Reinhardsen, held fivefour meetings during 2018.2021.

The Nominating and Corporate Governance & Sustainability Committee is appointed by our Board of Directors to, among other things:

The Nominating and Corporate Governance & Sustainability Committee operates under a written charter adopted by our Board of Directors.Board. A copy of this charter and a copy of our Corporate Governance Guidelines are available under the Governance tab in the

The Nominating and Corporate Governance & Sustainability Committee solicits ideas for potential Board candidates from a number of sources, including members of our Board of Directors and our executive officers. The Committee also has authority to select and compensate a third-party search firm to help identify candidates, if it deems it advisable to do so.

The Nominating and Corporate Governance & Sustainability Committee will also consider nominees recommended by shareholders in accordance with our Bylaws. In assessing the qualifications of all prospective nominees to the Board, the Nominating and Corporate Governance & Sustainability Committee will consider, in addition to criteria set forth in our Bylaws, each nominee’s personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective board member, and commitment to acting in the best interests of Oceaneering and its shareholders. Consideration also will be given to the Board’s diversity and having an appropriate mix of backgrounds and skills. In that regard, our Corporate Governance Guidelines provide that any search for potential director candidates should consider diversity as to gender, ethnic background and personal and professional experiences and that any initial list of new director candidates developed by the Nominating and Corporate Governance & Sustainability Committee, or by a third-party consultant engaged by or on behalf of the Nominating and Corporate Governance Committee,committee, to fill any vacancy in Board membership should include one or more qualified women and minority candidates.

A shareholder who wishes to recommend a nominee for director should comply with the procedures specified in our Bylaws, as well as applicable securities laws and regulations of the NYSE. The Nominating and Corporate Governance & Sustainability Committee will consider all candidates identified through the processes described above, whether identified by the Nominating and Corporate Governance Committeecommittee or by a shareholder, and will evaluate each of them on the same basis.

As to each person a shareholder proposes to nominate for election as a director, our Bylaws provide that the nomination notice must:

The nomination notice must also include, as to that shareholder and any of that shareholder’s “associates” (defined to include (i)(1) any person acting in concert with that shareholder, (ii)(2) any person who beneficially owns shares of Common Stock owned of record or beneficially by that shareholder and (iii)(3) any person controlling, controlled by or under common control with, directly or indirectly, that shareholder or any person described in the foregoing clause (i)(1) or (ii)(2)) on whose behalf the nomination or nominations are being made:

In addition, the nomination notice must include a representation that the shareholder will notify us in writing of any change in any of the information referenced above as of the record date for the meeting of shareholders to which the nomination relates promptly following the later of that record date or the date notice of that record date is first publicly disclosed. We may require any person a shareholder proposes to nominate for election as a director under the provisions described above to furnish additional written information to determine the eligibility of that person to serve as a director.

To be timely for consideration at our 20202023 Annual Meeting, a shareholder’s nomination notice must be received at our principal executive offices, 11911 FM 529, Houston, Texas 77041-3000, addressed to our Corporate Secretary, not earlier than November 11, 201928, 2022 and not later than the close of business on January 10, 2020.February 26, 2023.

We currently have a leadership structure that includes separate individuals serving as our Chief Executive Officer and Chairman of our Board. Our Board believes this structure is appropriate in the existing circumstances, as Mr. Larson, our President and Chief Executive Officer, and Mr. Huff,Collins, Chairman of our Board, currently serve our company in separate and distinct roles. Our Board

The members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance & Sustainability Committee include only persons whom the Board has affirmatively determined are independent. None of the chairmenchairs of our Board committees serves as chairmanchair of more than one of those committees. As discussed above, our Board of Directors has determined that all members of the Audit Committee are financially literate and Ms. Goodwin and Messrs. Murphy and Reinhardsen are audit committee financial experts as defined in the applicable rules of the SEC.SEC and the NYSE. Although our Board believes the current membership and leadership structure for our Board committees are appropriate in the existing circumstances, our Board also believes it is appropriate to retain the flexibility to change Board committee memberships and leadership structure in the future, should future circumstances warrant such a change in the view of our Board.

The risk oversight role of our Board and its committees is set forth in our Corporate Governance Guidelines and respective committee charters. Our Board and its committees are actively involved in the oversight of risks applicable to Oceaneering through oversight of our enterprise risk management program. Our Board oversees our:our risks associated with:

Our Compensation Committee considers, in establishing and reviewing compensation programs, whether the programs encourage unnecessary or excessive risk-taking. Based on analyses conducted by management and discussed with the Compensation Committee, we do not believe that our compensation programs for our executives and other employees are reasonably likely to have a material adverse effect on us. Our Board believes that the current structure of our Audit Committee, with all members being independent and financially literate and several members being audit committee financial experts, and our Nominating and Corporate Governance & Sustainability Committee and Compensation Committee, with all members being independent, provides for an efficient and effective means of overseeing these risks. Our Board also oversees our strategic and operations-related risks. Our Board believes that the relative levels of experience and independence of our Board members, collectively, support the Board’s ability to effectively oversee these risks.

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee. None of our directors or executive officers are members of the same family.

Our Board of Directors adopted a code of ethics that applies to our Chief Executive Officer and senior financial officers, including our Chief Financial Officer, Chief Accounting Officer, Treasurer or Controller, and a code of business conduct and ethics that applies to all our directors, officers and employees. Each is available under the Governance tab in the Investor Relations section of our Web sitewebsite (www.oceaneering.com). Any shareholder may obtain a printed copy of these codes from us upon request. Any change in or waiver of these codes of ethics will be disclosed on our Web site.website.

During the year ended December 31, 2018,2021, the Audit Committee of Oceaneering International, Inc.’sour Board of Directors was comprised of the directors named below. Each member of the Audit Committee is an independent director as defined by applicable Securities and Exchange Commission rules and New York Stock Exchange listing standards. The Audit Committee met seveneight times during the year ended December 31, 2018.2021. The Audit Committee reviewed and discussed with management and Ernst & Young LLP, Oceaneering’s independent registered public accounting firm, all of Oceaneering’s earnings releases in 20182021 prior to the public release of those earnings releases. In addition, the chairmanchair of the Audit Committee reviewed and discussed with management the interim financial information included in Oceaneering’s quarterly reports on Form 10-Q for the periods ended March 31, 2018,2021, June 30, 20182021 and September 30, 2018,2021, prior to their being filed with the Securities and Exchange Commission.

The Audit Committee reviewed and discussed with management and Ernst & Young Oceaneering’s consolidated financial statements for the year ended December 31, 2018.2021. Members of management represented to the Audit Committee that Oceaneering’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with Ernst & Young matters required to be discussed under the standards of the Public Company Accounting Oversight Board. The Audit Committee also reviewed and discussed, with management and Ernst & Young, our management’s report and Ernst & Young’s report on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

Ernst & Young provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s independence, and the Audit Committee discussed with Ernst & Young theirits independence from Oceaneering. The Audit Committee concluded that Ernst & Young’s provision of non-audit services to Oceaneering and its affiliates is compatible with Ernst & Young’s independence.

As required by Section 14A(a)(1) of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

In making compensation decisions, the Compensation Committee of our Board of Directors considers all elements of compensation when setting each element of compensation. The Compensation Committee assesses each element of base salary, annual incentive bonus, long-term incentive compensation and retirement plan value against a combination of available information from the most recent proxy statements of a peer group of publicly traded companies and survey data from the energy and general industries.

As described in detail under the “Compensation Discussion and Analysis” section of this Proxy Statement below, our compensation program for Named Executive Officers is designed designed:

As we serve hashave continued to impactreview our businesscost structure and implement operational improvement and cost-reduction initiatives, Oceaneering’s financial resultsperformance, and accordingly, has negatively affected the annualachievement of goals and long-term incentive compensation of our Named Executive Officers. Since 2016, the amounts realized by our Named Executive Officers for 2021 under our performance-based annual and long-term incentive programs, have ranged from zero to between thresholdbeen positively affected. Our 2021 annual bonus program and target. In 2018, for the second year in a row, no payouts were made under our2019 long-term performance unit program (after giving effect to the change in the definition of Adjusted EBITDA referenced above) have exceeded target results. All business segments delivered improvements in operating results in 2021, compared to 2020, as achievement of the specific financial goals established for the period of 2016-2018 was below the threshold necessary for payment under the program.further highlighted below.

In 2018,2021, our consolidated revenue approximated thatincreased by 2% from $1.8 billion in 2020 to $1.9 billion, with increases in our Offshore Projects Group, Subsea Robotics, Aerospace and Defense Technologies and Integrity Management and Digital Solutions segments, which were partially offset by a decline in our Manufactured Products segment. Despite the challenges of 2017; however,the COVID-19 pandemic and the prolonged downturn in the oilfield markets we hadserve, our 2021 operating performance benefited considerably from a continued focus on operational excellence programs. Notable achievements for 2021 included:

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of the Named Executive Officers as described in this Proxy Statement in accordance with the rules of the SEC. As an advisory vote, it is not binding. However, our Board of Directors and our Compensation Committee, which is responsible for designing and overseeing the administration of our executive compensation program, will consider the outcome of the vote when making future compensation decisions for our executive officers.

Accordingly, we ask our shareholders to vote on the following resolution:

In accordance with our Bylaws, the adoption of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person (including online) or by proxy and entitled to vote on the proposal at the 20192022 Annual Meeting of Shareholders. Because abstentions are counted as present for purposes of the vote on this proposal, but are not votes “FOR” this proposal, they have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on this vote.

The following discussion and analysis contains statements regarding future individual and company performance goals and measures. These goals and measures are disclosed in the limited context of Oceaneering’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Oceaneering cautions investors not to apply these statements to other contexts.

The following Compensation Discussion and Analysis, or “CD&A,” provides information regarding the compensation programs in place for our Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers during 2018.2021. We refer to these individuals in this Proxy Statement as the “Named Executive Officers.” This CD&A also includes information regarding, among other things, the objectives of our compensation program, the achievements that the compensation program is designed to reward, the elements of the compensation program (including the reasons why we employ each element and how we determine amounts paid) and how each element fits into our overall compensation objectives. As used in this CD&A, references to the “Committee” mean the Compensation Committee of our Board of Directors.Board.

Our executive compensation program is designed to attract, retain and motivate key executives and to deliver a competitive package to our executive officers that is aligned with our shareholders’ interests. When considering our program, we believe it is important to note:

In 2020 and 2021, to assist the Committee in setting compensation of the Named Executive Officers;

Our executive compensation program is designed to attract and retain key executives, motivate them to achieve our short-term and long-term objectives without exposing us to excessive or unnecessary risk, and reward them for superior performance. We use several different compensation elements in the executive compensation program that are geared to both our short-term and long-term performance. The following principles influence the design and administration of our executive compensation program.

Compensation Should Be Related to Performance

The Committee and our Board of Directors believe that a significant portion of an executive officer’s direct compensation should be tied to overall company performance and measured against financial goals and other performance-based objectives.

Under the performance-based portions of our compensation arrangements, our basic philosophy is that, in years when performance is better than the objectives established for the relevant performance period, Named Executive Officers should be paid more than the target awards and, when our performance does not meet planned objectives, incentive award payments should be less than such targets, in the absence of special circumstances.

Compensation Programs Should Motivate Executives to Remain Withwith Us

Incentive Compensation Should Represent a Significant Part of an Executive’s Total Direct Compensation

We believe that the portion of an executive officer’s total compensation that varies with our overall performance objectives should increase as the scope and level of the individual’s business responsibilities and role in the organization increase. We believe that, generally, at least one-half of the target total direct compensation (the sum of annual base salary and annual incentive bonus and long-term incentive compensation at target levels) of our

Incentive Compensation Should Balance Short-Term and Long-Term Performance

We strive to maintain an executive compensation program that balances short-term, or annual, results and long-term results. To reinforce the importance of this balance, we regularly provide our executive officers both annual and long-term incentives. We believe we should avoid disproportionately large short-term or annual incentives that could encourage our executive officers to take excessive and unnecessary risks. The value for participants in our long-term incentive programs generally increases at higher levels of responsibility, as executives in these leadership roles have the greatest influence on our strategic direction and results over time.

Compensation Levels Should Be Competitive

The Committee reviews competitive compensation information as part of its process in establishing target total direct compensation and retirement plan values that are competitive. In making compensation decisions, the Committee considers all elements of compensation when setting each element of compensation. The Committee assesses each element of base salary, annual incentive bonus, long-term incentive compensation and retirement plan values against a combination of available information from the most recent proxy statements and other public disclosures of a peer group of publicly traded companies and industry survey data.

The Committee has the primary authority to establish compensation for the Named Executive Officers and other key employees and administers all our executive compensation programs and agreements. The Committee annually reviews corporate goals and objectives, and sets the compensation levels for our executive officers based on the Committee’s evaluation. Our Chief Executive Officer assists the Committee by providing annual recommendations regarding the compensation of our executive officers and other key employees, excluding himself. The Committee can exercise its discretion in modifying or accepting these recommendations. The Chief Executive Officer attends Committee meetings. However, the Committee also meets in executive session without the Chief Executive Officer or other members of management present.

In addition, assuming attainment of 20182021 Adjusted EBITDA at the Gate level or higher, each Named Executive Officer would have been eligible to receive a bonus payment for attainment of the specified HSEsafety goals, up to a maximum of 130% of such attainment.

Each year since 2006, the Committee has used annual service-based awards of restricted stock units, which are settled in shares of our Common Stock, and performance-based awards of performance units, which are paid (if paid)earned) in cash, as employee compensation elements for our executive officers and other employees.

The Committee established the following objectives for our long-term incentive program:

In order to achieve these objectives in 2018,2021, the Committee decided to continue to utilize awards to the Named Executive Officers of restricted stock units and performance units payable in cash. These long-term incentiveAs in prior years, these awards are made subject to award agreementagreements on terms approved by the Committee and are scheduled to vest in the normal coursefull on the third anniversary of the grant date. The Committee expectsdate, subject to continue its practiceearlier vesting if the employee meets a specified age, or age and years of consideringservice, requirement or in the event of the termination or constructive termination of an employee’s employment in connection with a balancechange of service-based and performance-based,control of Oceaneering or due to death or disability. At the notional value of $100 per performance unit for achievement of performance goals at target level, the performance unit awards for 2021 comprised 60% of the estimated grant-date total value of the 2021 long-term incentive awards in late February or early Marchto the Named Executive Officers (see “Compensation of each year, taking into account the Compensation Consultant’s assessment of the alignment of Oceaneering’s incentive structure for executive officers with our compensation philosophy and objectives and the market generally.Executive Officers — Outstanding Equity Awards at Fiscal Year-End” below). Long-term incentive awards to new employees or in connection with other events, such as promotions, generally are considered at the time of the next scheduled Committee meeting after the hire date or other event occasioning the consideration of the award.

Since 2006, the Committee has refrained from using annual awards of stock options as an element of employee compensation for our executive officers and other employees. Accordingly, no stock options or stock appreciation rights were awarded in 2018.2021.

2021-2023 Restricted Stock were granted to the Named Executive Officers. These performance unit and restricted stock unit awards are scheduled to vest in full on the third anniversary of the award date, subject to earlier vesting if the employee meets a specified age, or age and years-of-service, requirement or in the event of the termination or constructive termination of an employee’s employment in connection with a change of control of Oceaneering or due to death or disability. One-third of the 2018 performance unit and restricted stock unit awards to Mr. Hewlett vested in December 2018, as he met the applicable age and years-of-service requirements. At the notional value of $100 per performance unit for achievement of performance goals at target level, performance unit awards comprised 63% of the estimated grant-date total value of the 2018 long-term incentive awards to the Named Executive Officers.Units

Each restricted stock unit represents the equivalent of one share of our Common Stock but carries no voting or dividend rights. Settlement of vested restricted stock units will be made in shares of our Common Stock, with some shares withheld to satisfy tax withholding requirements, upon the third anniversary of the award date or upon termination of employment for those units vested before the third anniversary of the award date. The aggregate grant dategrant-date fair value of restricted stock units awarded to the Named Executive Officers is reflected in the “Stock Awards” column of the “Summary Compensation Table” and “Grant Date Fair Value of Stock and Stock Option Awards” column of the “Grants of Plan-Based Awards” table below.

The performance units awarded in March 2018February 2021, as in prior years, are subject to Committee-approved, specific financial goals and measures basedfor a three-year performance period commencing on (i) Cumulative EBITDA (as defined) and (ii) Total Shareholder Return (as defined), relative to a peer group selected by the Committee (“Relative TSR”), for the three-year period from January 1 2018 through December 31, 2020 (the “Performance Period”),of the year awarded. The goals and measures to be used as the basis for determining the final value of the performance units.units awarded in 2021 are based on (1) Cumulative Adjusted EBITDA (as defined) and (2) Total Shareholder Return (as defined, “TSR”), relative to a peer group selected by the Committee in consultation with the Compensation Consultant (“Relative TSR”), for the three-year period from January 1, 2021 through December 31, 2023 (the “Performance Period”). Those measures were selected because of the Committee’s belief that they have a strong correlation to the creation of shareholder value. The target amount of Cumulative Adjusted EBITDA during the three-year Performance Period was selected because it was three times the 20182021 Adjusted EBITDA then expected to be

The determination of the final value of each performance unit is based on the application of the following grid, (withwith interpolation between the specified threshold, target and maximum levels)levels (a value of zero is attributed to below-threshold performance of either metric). Regardless of the actual final value determined in accordance with the following grid, if Oceaneering’s Total Shareholder Return for the Performance Period is negative, then the amount attributable to Relative TSR may not exceed the target level.