JOHN R. HUFF - Corporate Board Profile

OCEANEERING INTERNATIONAL INC

Filing Date	Source Excerpt
2010-03-26	Mr. Huff, 64, has been Chairman of Oceaneering 2s Board of Directors since 1990. He served as Chief Executive Officer of Oceaneering from 1986 to May 2006. Mr. Huff also serves as a director of BJ Services Company, KBR, Inc. and Suncor Energy, Inc. Mr. Huff served as a director of Rowan Companies, Inc. from April 2006 to May 2009. Mr. Huff has been a director of Oceaneering since 1986.
2011-03-24	Mr. Huff, 65, has been Chairman of Oceaneering’s Board of Directors since 1990. He served as Chief Executive Officer of Oceaneering from 1986 to May 2006. Mr. Huff also serves as a director of KBR, Inc. and Suncor Energy, Inc. Mr. Huff served as a director of Rowan Companies, Inc. from April 2006 to May 2009 and of BJ Services Company from 1992 to April 2010. Mr. Huff has been a director of Oceaneering since 1986.
2013-03-25	John R. Huff Mr. Huff, 67, has been Chairman of Oceaneering's Board of Directors since 1990... Director Compensation Table shows total compensation of $2,706,810.
2014-04-08	Mr. Huff, 68, has been Chairman of Oceaneerings Board of Directors since 1990. He served as Chief Executive Officer of Oceaneering from 1986 to May 2006. Mr. Huff also serves as a director of KBR, Inc., Suncor Energy Inc. and Hi-Crush GP LLC, the general partner of Hi-Crush Partners LP. Mr. Huff served as a director of Rowan Companies, Inc. from April 2006 to May 2009 and of BJ Services Company from 1992 to April 2010. Mr. Huff has been a director of Oceaneering since 1986. The Board has determined that Mr. Huff is qualified to serve on our Board based on his substantial prior experience as a member of our Board, including 24 years as Chairman of our Board, his in-depth knowledge regarding Oceaneering and its businesses which he gained through 20 years as our Chief Executive Officer, and his considerable experience as an entrepreneur and a director of several other, large multi-national companies, including several companies engaged in oilfield-related and other energy-related businesses. Mr. Huff has extensive knowledge of the oil and gas industry as well as relationships with chief executive officers and senior management at oil and gas and oilfield companies throughout the world. Including his service on our Board, Mr. Huff has over 40 years of experience with companies engaged in oilfield-related or other energy-related businesses. Mr. Huff, the Chairman of the Board, did not receive the above board fees in 2013 pursuant to the terms of his 2013 Chairman Restricted Stock Unit and Performance Unit Agreements. Mr. McEvoy, our Chief Executive Officer, does not receive separate compensation for his service as a director. See Summary Compensation Table above for information concerning the compensation paid to Mr. McEvoy. During 2013, besides payment of annual retainers, our nonemployee directors were also allowed to participate in health care coverage the same as provided to employees in our basic medical plans. Nonemployee directors could elect to participate in the health care plan without payment of any monthly premium and participate in a supplemental medical plan at no cost to the director. We paid the Medicare premium for Mr. Hughes. Mr. Huffs Amended Service Agreement, which is described below, provides for medical coverage on an after-tax basis to Mr. Huff, his spouse and children for their lives. All directors are provided a group personal excess liability insurance policy at no cost to the directors and they are reimbursed for their travel and other expenses involved in attendance at Board and committee meetings and activities. In 2013, our nonemployee directors participated in our shareholder-approved 2010 Incentive Plan. Under this plan in 2013, Messrs. Collins, DesRoche, Hughes, Murphy and Pappas, were each awarded 8,000 shares of restricted stock, and Mr. Hooker, who retired from the Board in April 2013, was awarded 4,000 shares of restricted stock. The restricted stock awards are scheduled to vest in full on the first anniversary of the award date, subject to (1) earlier vesting on a change of control or the termination of the directors service due to death, or in Mr. Hookers case death or retirement (which became effective in April 2013), and (2) such other terms as are set forth in the award agreements with the respective directors. Under this plan in 2013, Mr. Huff was awarded 20,000 restricted stock units and 15,000 performance units with the terms as set forth in his 2013 Chairman Restricted Stock Unit and Performance Unit Agreements. The restricted stock units and performance units awarded to Mr. Huff are scheduled to vest on a pro-rata basis within three years from the award date, with a final vesting date in February 2016, subject to (a) earlier vesting by reason of Mr. Huffs cessation of service as Chairman for reasons other than his refusal to serve and (b) other terms set forth in the award agreements. The performance units awarded to Mr. Huff have the same performance goals and measures over the same time period and with the same range of values payable as the performance units granted to executive officers. As provided in Mr. Huffs 2013 Chairman Restricted Stock Unit and Performance Unit Agreements, he was not eligible in 2013 for any retainers or meeting fees otherwise applicable to nonemployee directors. For more information on these restricted common stock unit and performance unit awards, see Compensation Discussion and Analysis Long-Term Incentive Compensation. For information about stock ownership guidelines for nonemployee directors, see Compensation Discussion and Analysis Stock Ownership Guidelines. As we previously disclosed, we entered into a Restricted Stock Unit Agreement and a Performance Unit Agreement with Mr. Collins in 2011 when he was serving as our President and Chief Executive Officer. The restricted stock units and performance units awarded to Mr. Collins were scheduled to vest on a-pro-rata basis within three years from the award date, with a final vesting date in December 2013. The performance units awarded to Mr. Collins had the same performance goals and measures over the same time period and with the same range of values payable as the performance units then awarded to other executive officers at the time of the awards. The table below summarizes the compensation of our nonemployee directors for the year ended December 31, 2013. Director Compensation Table
2015-04-03	John R. Huff Mr. Huff, 69, has been Chairman of Oceaneering’s Board of Directors since 1990. He served as Chief Executive Officer of Oceaneering from 1986 to May 2006. Mr. Huff also serves as a director of Suncor Energy Inc. and Hi-Crush GP LLC, the general partner of Hi-Crush Partners LP. Mr. Huff served as a director of Rowan Companies, Inc. from April 2006 to May 2009, BJ Services Company from 1992 to April 2010, and KBR, Inc. from April 2007 to May 2014. Mr. Huff has been a director of Oceaneering since 1986. The Board has determined that Mr. Huff is qualified to serve on our Board based on his substantial prior experience as a member of our Board, including 25 years as Chairman of our Board, his in-depth knowledge regarding Oceaneering and its businesses which he gained through 20 years as our Chief Executive Officer, and his considerable experience as an entrepreneur and a director of several other, large multi-national companies, including several companies engaged in oilfield-related and other energy-related businesses. Mr. Huff has extensive knowledge of the oil and gas industry as well as relationships with chief executive officers and senior management at oil and gas and oilfield companies throughout the world. Including his service on our Board, Mr. Huff has over 45 years of experience with companies engaged in oilfield-related or other energy-related businesses. During 2014, we paid each of our nonemployee directors, on a quarterly basis, an annual retainer of $80,000 with additional annual retainers of $15,000 to the Chairman of the Audit Committee and $8,000 to each of the Chairmen of the Compensation Committee and the Nominating and Corporate Governance Committee. During 2014, we did not pay nonemployee directors any additional amount for attendance at meetings of the Board or a Committee of the Board. Mr. Huff, the Chairman of the Board, did not receive the above board fees in 2014 pursuant to the terms of his 2014 Chairman Restricted Stock Unit and Performance Unit Agreements. Mr. Huff was awarded 15,000 restricted stock units and 15,000 performance units with the terms as set forth in his 2014 Chairman Restricted Stock Unit and Performance Unit Agreements. The restricted stock units and performance units awarded to Mr. Huff are scheduled to vest on a pro-rata basis within three years from the award date, with a final vesting date in February 2017, subject to (a) earlier vesting by reason of Mr. Huff’s cessation of service as Chairman for reasons other than his refusal to serve and (b) other terms set forth in the award agreements. The performance units awarded to Mr. Huff have the same performance goals and measures over the same time period and with the same range of values payable as the performance units granted to executive officers. As provided in Mr. Huff’s 2014 Chairman Restricted Stock Unit and Performance Unit Agreements, he was not eligible in 2014 for any retainers or meeting fees otherwise applicable to nonemployee directors. The table below summarizes the compensation of our nonemployee directors for the year ended December 31, 2014. Mr. Webster is omitted as he was appointed to the Board in March 2015. Director Compensation Table Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4)(5) Total ($) John R. Huff — 1,059,450 2,250,000 81,451 3,390,901
2016-04-08	John R. Huff Mr. Huff, 70, has been Chairman of Oceaneering’s Board of Directors since 1990. He served as Chief Executive Officer of Oceaneering from 1986 to 2006. Mr. Huff also serves as a director of Suncor Energy Inc. and Hi-Crush GP LLC, the general partner of Hi-Crush Partners LP. Mr. Huff previously served as a director of several other publicly traded companies, including several in the oilfield services industry. Mr. Huff has been a director of Oceaneering since 1986.
2017-03-29	Mr. Huff, 71, has been Chairman of Oceaneering’s Board of Directors since 1990.
2018-03-29	John R. Huff Mr. Huff, 72, has been Chairman of Oceaneering’s Board of Directors since 1990... Mr. Huff has been a director of Oceaneering since 1986. Director Compensation Table John R. Huff Fees Earned or Paid in Cash: 105,000 Stock Awards: 257,130 All Other Compensation: 81,715 Total: 443,845
2019-03-29	John R. Huff Mr. Huff, 73, has been Chairman of Oceaneering’s Board of Directors since 1990. ... Mr. Huff has been a director of Oceaneering since 1986.
2020-03-27	Mr. Huff, 74, has been Chairman of Oceaneering’s Board since 1990. ... Mr. Huff has been a director of Oceaneering since 1986.
2021-03-26	John R. Huff Chairman of the Board The table below summarizes the compensation of our nonemployee directors for the year ended December 31, 2020. John R. Huff Fees Earned or Paid in Cash: $94,500 Stock Awards: $187,322 All Other Compensation: $2,147 Total: $283,969