XML 33 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay vs. Performance
The table below provides additional information relating to the compensation of our Chief Executive Officer and other Named Executive Officers, respectively, in accordance with Regulation S-K Item 402(v), for each of the years indicated. In determining “compensation actually paid” (“CAP”) to our executives, we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table (“SCT”), reflecting the different methods prescribed by the SEC for reporting the compensation of our Named Executive Officers in the Summary Compensation Table above and in the Pay vs. Performance Table below. Compensation amounts shown for our Other NEOs (as defined below) are reported as averages for each of the fiscal years indicated.
CEO Pay (1)Other NEO Pay (1)Value of Initial Fixed $100 Investment Based On:
(4)
Other Performance Measures (5)
Summary Compensation Table Total Compensation
(2)
Compensation "Actually Paid"
(3)
Average Summary Compensation Table Total Compensation
(2)
Average Compensation "Actually Paid"
(3)
Total Shareholder
Return
Peer Group Total
Shareholder Return
Net
Income
(thousands)
Adjusted EBITDA
(thousands)
2023$7,753,037 $9,117,186 $2,021,658 $2,311,595 $142.72 $115.11 $97,403 $289,046 
2022$5,754,808 $7,946,721 $1,436,391 $1,839,659 $117.30 $112.94 $25,941 $232,638 
2021$6,516,179 $7,323,619 $1,731,592 $1,897,064 $75.86 $69.93 $(49,307)$210,601 
2020$5,251,749 $3,900,173 $1,785,614 $1,293,390 $53.32 $57.92 $(496,751)$184,287 
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote Our Chief Executive Officer for each of the fiscal years indicated was Mr. Roderick A. Larson. Our Named Executive Officers in each of the fiscal years indicated included: (i) Ms. Jennifer F. Simons and Messrs. Alan R. Curtis, Martin J. McDonald and Earl F. Childress in 2023; (ii) Messrs. Curtis, McDonald and Childress, as well as Mr. David K. Lawrence, our former Senior Vice President, General Counsel and Secretary and Mr. Eric A. Silva, our former Senior Vice President, Strategic Planning, in 2022; (iii) Messrs. Curtis, Lawrence, Martin and Silva, in 2021; and (iv) Messrs. Curtis, Lawrence and Silva, as well as Mr. Charles W. Davison, Jr., our former Chief Operating Officer, in 2020 (collectively referred to herein as the “Other NEOs”).
(2)     Reflects the amount reported in the “Total” column of the Summary Compensation Table above for the Chief Executive Officer and the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Other NEOs for each of the fiscal years indicated.
(3) Reflects the CAP to the Chief Executive Officer and the Other NEOs as computed in accordance with Item 402(v) of Regulation S-K and may not reflect the actual amount of compensation earned by or paid to the Chief Executive Officer during the fiscal year indicated.
     
Peer Group Issuers, Footnote The PHLX Oil Service Sector Index is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2023. In our Definitive Proxy Statement on Schedule 14A with respect to our 2023 annual meeting of shareholders, this column reported the PHLX Oil Service Sector Index “OSX” value, which does not assume dividend reinvestment. This year, we have updated these values to report the PHLX Oil Service Sector Index “XOSX” value, which does assume dividend reinvestment. This update is not a change in our peer group, but just reflects an update to the way we calculate peer company TSR, in accordance with SEC guidance.      
PEO Total Compensation Amount $ 7,753,037 $ 5,754,808 $ 6,516,179 $ 5,251,749
PEO Actually Paid Compensation Amount $ 9,117,186 7,946,721 7,323,619 3,900,173
Adjustment To PEO Compensation, Footnote Such amounts are calculated by deducting the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the “Total” column of the Summary Compensation Table for the Chief Executive Officer, and by deducting the average of the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the average of the amounts reported in the “Total” Column of the Summary Compensation Table for the Other NEOs, in each case, in the fiscal years indicated and making certain adjustments as set forth below. Amounts reported under the “Other Adjustments” heading for 2020-2021 have been revised from those amounts provided in our Definitive Proxy Statement on Schedule 14A with respect to our 2023 annual meeting of stockholders to reflect changes to how
we calculate the value of our restricted stock unit awards for Named Executive officers who are retirement eligible in accordance with SEC guidance released in September 2023.

Amounts Deducted from and Added to Total Compensation for the CEO to Determine Compensation “Actually Paid”
YearSummary Compensation Table TotalStock Awards as Reported in Summary Compensation Table (A)Other AdjustmentsTotal Compensation “Actually Paid” (F)
Fair Value as of Year End of Awards Granted During Year that Remain Outstanding as of Year End (B)Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding as of Year End (C)Fair Value as of Vesting Date of Awards Granted During Year that Vest During Year (D)Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Vest During Year (E)
2023$7,753,037 $(1,917,631)$2,062,011 $971,548 $— $248,221 $9,117,186 
2022$5,754,808 $(1,473,176)$1,822,196 $1,607,307 $— $235,586 $7,946,721 
2021$6,516,179 $(1,795,488)$1,720,930 $642,324 $— $239,674 $7,323,619 
2020$5,251,749 $(1,104,042)$857,980 $(1,012,673)$— $(92,841)$3,900,173 
     
Non-PEO NEO Average Total Compensation Amount $ 2,021,658 1,436,391 1,731,592 1,785,614
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,311,595 1,839,659 1,897,064 1,293,390
Adjustment to Non-PEO NEO Compensation Footnote
Amounts Deducted from and Added to Total Compensation for the Other NEOs to Determine Compensation “Actually Paid”
YearSummary Compensation Table TotalStock Awards as Reported in Summary Compensation Table (A)Other AdjustmentsTotal Compensation “Actually Paid” (F)
Fair Value as of Year End of Awards Granted During Year that Remain Outstanding as of Year End (B)Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding as of Year End (C)Fair Value as of Vesting Date of Awards Granted During Year that Vest During Year (D)Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Vest During Year (E)
2023$2,021,658 $(580,961)$654,833 $179,674 $— $36,391 $2,311,595 
2022$1,436,391 $(281,491)$291,548 $353,083 $— $40,128 $1,839,659 
2021$1,731,592 $(374,016)$358,485 $135,092 $— $45,911 $1,897,064 
2020$1,785,614 $(308,527)$147,667 $(276,498)$— $(54,866)$1,293,390 
(A) Reflects either (i) the grant date fair value, with respect to the Chief Executive Officer, or (ii) the average grant date fair value, with respect to the Other NEOs, as reported in the “Stock Awards” column of the Summary Compensation Table.
(B) Reflects either (i) the fair value, with respect to the Chief Executive Officer, or (ii) the average of the fair value, with respect to the Other NEOs, as of the end of the covered fiscal year of any awards granted to the applicable individuals during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year.
(C) Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount, with respect to the Other NEOs, equal to the change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any portion of any awards granted in a prior fiscal year that remained outstanding and unvested as of the end of the covered fiscal year.
(D) Our Chief Executive Officer and the Other NEOs did not receive any awards that were granted and that vested (in whole or a portion thereof) in the same fiscal year.
(E) Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount, with respect to the Other NEOs, equal to the change in fair value as of the vesting date (from the end of the prior fiscal year) of the portion of any awards granted in a prior fiscal year that vested during the covered fiscal year.
(F) None of the awards (in whole or a portion thereof) granted to any of the named executive officers in prior fiscal years were forfeited during any of the covered fiscal years and no dividends or other earnings were paid on stock or other awards during any of the covered fiscal years.
(4)    The values disclosed in the “Total Shareholder Return” column represent the value of an investment of $100 in each of (i) our Common Stock and (ii) the PHLX Oil Service Sector Index as of December 31, 2019, measured over each of the periods ending on December 31, 2020, 2021, 2022 and 2023. It is assumed that dividends, if any, are reinvested.
     
Compensation Actually Paid vs. Total Shareholder Return
g01g01 TSR.jpg
     
Compensation Actually Paid vs. Net Income
g01g02 NI.jpg
     
Compensation Actually Paid vs. Company Selected Measure
g01g03 AE.jpg
     
Tabular List, Table Key Performance Measures
The following table contains an unranked list of the most important financial performance measures used by the Company to link executive “compensation actually paid” in 2023, calculated in accordance with the SEC’s regulations, to the Company’s performance in fiscal year 2023, as such measures are defined for purposes of our 2023 cash bonus program and 2023 performance unit awards. The role of each of these performance measures in the compensation of our named executive officers and a description of how each measure is calculated are discussed under “Compensation Discussion and Analysis” above.
Key Performance Measures
Adjusted EBITDA
Free Cash Flow
Relative Total Shareholder Return
     
Total Shareholder Return Amount $ 142.72 117.30 75.86 53.32
Peer Group Total Shareholder Return Amount 115.11 112.94 69.93 57.92
Net Income (Loss) $ 97,403,000 $ 25,941,000 $ (49,307,000) $ (496,751,000)
Company Selected Measure Amount 289,046,000 232,638,000 210,601,000 184,287,000
PEO Name Mr. Roderick A. Larson      
Additional 402(v) Disclosure Pay vs. Performance Graphical DisclosureThe following charts illustrate the relationship between CAP over the four-year period ended December 31, 2023, and trends in our Relative Total Shareholder Return, net income and Adjusted EBITDA over the same period. Further, the chart entitled “CAP vs. TSR (OII and OSX)” shows the relationship between our TSR and that of the OSX over the same period, as described in Note (4) to the Pay vs. Performance Table above.      
Measure:: 1        
Pay vs Performance Disclosure        
Non-GAAP Measure Description Adjusted EBITDA has the meaning defined for purposes of our 2023 cash bonus program and 2023 performance unit awards, which is consolidated net income (loss) before interest, taxes, depreciation and amortization for the year, adjusted to remove the net impact of the following for such year: foreign currency gains and losses; sales of fixed assets and investments resulting in gains or losses; impairments of long-lived assets; write-downs and/or write-offs of assets; corporate restructuring expenses; and other unusual items; in each case, as may be approved by the Committee (see “Compensation Discussion and Analysis — Executive Compensation Components” under the headings “Annual Incentive Awards Paid in Cash” and “Long-Term Incentive Awards”) above.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Free Cash Flow      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
PEO | OII Stock Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,917,631) $ (1,473,176) $ (1,795,488) $ (1,104,042)
PEO | Year End Fair Value of Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,062,011 1,822,196 1,720,930 857,980
PEO | Year Over Year Change in Fair Value of Equity Awards Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 971,548 1,607,307 642,324 (1,012,673)
PEO | Vesting Date Fair Value of Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Year Over Year Change in Fair Value of Equity Awards Vesting During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 248,221 235,586 239,674 (92,841)
Non-PEO NEO | OII Stock Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (580,961) (281,491) (374,016) (308,527)
Non-PEO NEO | Year End Fair Value of Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 654,833 291,548 358,485 147,667
Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 179,674 353,083 135,092 (276,498)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Vesting During Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 36,391 $ 40,128 $ 45,911 $ (54,866)