0000073756-23-000046.txt : 20230228 0000073756-23-000046.hdr.sgml : 20230228 20230228181516 ACCESSION NUMBER: 0000073756-23-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230228 DATE AS OF CHANGE: 20230228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD MARTIN J CENTRAL INDEX KEY: 0001661420 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10945 FILM NUMBER: 23688263 MAIL ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OCEANEERING INTERNATIONAL INC CENTRAL INDEX KEY: 0000073756 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 952628227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 713-329-4500 MAIL ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 4 1 wf-form4_167762608085878.xml FORM 4 X0306 4 2023-02-24 0 0000073756 OCEANEERING INTERNATIONAL INC OII 0001661420 MCDONALD MARTIN J 5875 N. SAM HOUSTON PARKWAY W. SUITE 400 HOUSTON TX 77086 0 1 0 0 SVP, Subsea Robotics Common Stock 2023-02-24 4 A 0 13043 0 A 112104 D Common Stock 2023-02-27 4 F 0 4056 19.79 D 108048 D /s/ Jennifer F. Simons, Attorney-in-Fact for Martin J. McDonald 2023-02-28 EX-24 2 poamjm.htm POAMJM
POWER OF ATTORNEY


       Know all persons by these presents, that the undersigned hereby constitutes and appoints any of
Jennifer F. Simons, Alan R. Curtis, Safieh N. Hill and Katherine L. Bradley, or any of them signing singly, and
with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit
to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes
and passwords enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Oceaneering International, Inc. (the "Company"), Form 144 and Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(3)    do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 144 and Forms 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such form
with the SEC and any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

           The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

           This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Form 144 and Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

           IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 22nd day of February 2023.




    /s/ Martin J. McDonald
        Senior Vice President, Subsea Robotics
    Martin J. McDonald
            Senior Vice President, Subsea Robotics