TIDEWATER INC

For the period ended Jun 6, 2024. Filed Apr 26, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 6, 2024 · Filed Apr 26, 2024

TDW$70.06+1.4%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement but does not contain all of the information that you should consider before voting your shares. We recommend that you read the entire proxy statement carefully before voting. For complete information regarding the 2024 Annual Meeting of Shareholders, including the proposals to be voted on, and our performance during the 2023 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2023. These materials are being made available to shareholders on or about April 26, 2024.

2024 Annual Meeting of Shareholders

			When Thursday, June 6, 2024 8:00 a.m., Central Time					Place Online at www.virtualshareholdermeeting.com/TDW2024
			Record Date April 19, 2024					Voting Only shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Agenda Items and Voting Recommendations


Election of Directors	FOR each nominee	7
Advisory Vote on Named Executive Officer Compensation	FOR	34
Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation	FOR 1 Year	63
Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	FOR	64

Director Nominee Highlights

Name and Principal Occupation · · · Age · · · Director Since · · · · Board Committees · · · · ·
· AC · · · · C&HC · · · · N&GC · · · · S&SC · · · · ·
	Darron M. Anderson President and Chief Executive Officer of Stallion Oilfield Holdings, Inc.	55	2020
	Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc.	47	2022
	Dick H. Fagerstal Retired Executive Chairman of Global Marine Group	63	2017
	Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc.	58	2019
	Louis A. Raspino Retired Chairman of Clarion Offshore Partners	71	2018
	Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	70	2021
	Kenneth H. Traub Managing Partner of Delta Value Group, LLC	62	2018
	Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc.	54	2020

AC	Audit Committee	C&HC	Compensation & Human Capital Committee
N&GC	Nominating & Corporate Governance Committee	S&SC	Safety & Sustainability Committee
	Member		Chair

Current Board Skills and Experience


		Industry			Contributes to the Board’s deeper understanding of Tidewater’s operations and competitive environment in the marine and energy offshore service industries, including energy industry trends, outlook, and risks
		Executive Leadership			Valuable to the Board’s understanding and oversight of a range of organizational matters, including corporate leadership, business operations, strategy development, and organizational risks
		Accounting / Financial Reporting			Critical to the Board’s oversight of Tidewater’s financial statements and financial reports
		Finance / Capital Markets			Valuable to the Board’s understanding and evaluation of Tidewater’s capital structure, capital allocation, and financial strategy
		Global Enterprise			Contributes to the Board’s oversight and understanding of the diverse business environments, economic conditions, governmental relationships, and cultures associated with Tidewater’s global workforce the overseas operations
		Technology / Cybersecurity			Contributes to the Board’s understanding of information technology and emerging cybersecurity risks in the digital age
		Human Capital Management			Contributes to the Board’s ability to attract, motivate, retain, and oversee the development of talent
		Sustainability / Environmental			Contributes to oversight and understanding of Environmental, Health, Safety, and sustainability issues and their relationship to Tidewater’s business and strategy
		Public Company Governance			Contributes to understanding of best practices in corporate governance matters and significant public company experience
		Governmental / Legal, Regulatory			Familiarity with highly regulated industries and provides the Board with insight and understanding of effective strategies in managing the complex legal, political, and regulatory landscape in which Tidewater operates
		Risk Management			Valuable to the Board’s ability to effectively oversee, anticipate, identify, and support management’s mitigation of the most significant risks facing the Company

Additional information regarding the Nominating & Corporate Governance Committee’s role in nominating directors and the ability of shareholders to recommend candidates for director may be found under “Proposal 1: Election of Directors—Process for Identifying, Adding and Nominating Directors” and “Proposal 1: Election of Directors—Consideration of Candidates Recommended by Shareholders,” respectively.

Tidewater’s 2023 Performance Highlights

(1)

For a reconciliation to the most comparable GAAP financial measure of Adjusted EBITDA and Free Cash Flow, see Appendix A.

		• Successfully Completed the Integration of Swire Pacific Offshore. During the first half of 2023, we successfully completed the integration of our April 2022 acquisition of Swire Pacific Offshore, comprised of 50 offshore support vessels including 29 anchor handling tug supply vessels and 21 platform supply vessels operating primarily in West Africa, Southeast Asia and the Middle East.
		• Successfully Completed the Acquisition, Financing and Integration of 37 Platform Supply Vessels from Solstad Offshore. On July 5, 2023, we closed the previously announced definitive agreement to purchase 37 platform supply vessels from Solstad Offshore ASA (Solstad) for approximately $594.2 million. We successfully completed the integration of these vessels and their operations during the 4th quarter of 2023.
		• Continued to Drive Free Cash Flow. Capital discipline remains a core focus that drives our working capital management and disciplined approach to capital expenditures that, in turn, contribute significantly to our ability to generate positive cash flow. During 2023, continued operational and financial improvements resulted in $111.3 million of free cash flow from operations and non-core vessel sales.
		• Completed $35 Million of Share Repurchases. During the 4th quarter of 2023, we repurchased 590,499 shares for approximately $35 million. In March 2024, the Board authorized a new $48.6 million share repurchase program, the maximum permissible under our existing debt agreements.
		• Published 2023 Sustainability Report. In March 2024, we published our 2023 Sustainability Report, describing our ongoing commitment to environmental, social, and governance (ESG) principles, along with our ESG performance and approach to material sustainability topics during 2023.

Executive Compensation Program Summary

Our Compensation & Human Capital (C&HC) Committee strives to maintain a compensation program that will attract, retain and motivate outstanding executives by providing incentives to reward them for superior performance that supports Tidewater’s long-term strategic objectives, across the commodity price cycle, and is competitive with industry practices.

The primary elements of executive compensation are “direct compensation” and consist of base salary, an annual cash incentive award and long-term incentive awards. Direct compensation is heavily weighted toward long-term incentive awards. In 2023, Mr. Kneen’s target compensation consisted of: base salary (15%), annual cash incentive award (16%), long-term incentive awards conditioned on Tidewater’s three-year relative TSR (34.5%), and time vesting RSU awards (34.5%).

Allocation of Direct Compensation Elements in 2023

A substantial portion of named executive officer (NEO) compensation is dependent on performance. Approximately 85% of Mr. Kneen’s (and an average of 78% of the other NEOs’) target direct compensation opportunity is performance based and variable, or at risk. The ultimate value of at-risk compensation is dependent on company performance outcomes and Tidewater’s stock price performance.

CEO Target Direct Compensation Mix(1)

(1)

Target direct compensation is composed of base salary, target annual cash incentive award opportunity, and the target value of long-term incentive awards.

Highlights of Executive Compensation Program Policies and Practices

The 2023 executive compensation program for the NEOs includes many best practice features intended to enhance the alignment of compensation with the interests of Tidewater’s shareholders.

		What We Do
					Pay for Performance. A substantial portion of NEO compensation is performance- based. The C&HC Committee annually reviews the metrics underlying the long-term equity incentive award program (LTI Program) and annual short-term cash incentive program (STI Program) to evaluate their continued alignment with Tidewater’s business priorities and shareholder interests.
					Establish Target Awards. The C&HC Committee has established target and maximum awards under our STI Program and established target awards under our LTI Program.
					Clawback in the Event of Misstatement. The C&HC Committee has adopted a clawback policy in compliance with Exchange Act Rule 10D-1 and the NYSE listing standards giving it authority to clawback compensation in certain situations involving a required financial restatement by the Company.
					Monitor Compensation Program for Risk. The executive compensation program includes multiple features and metrics intended to appropriately mitigate excessive risk-taking. The C&HC Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking.
					Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute shareholder returns, with TSR awards capped if Tidewater’s absolute TSR is negative.
					Robust Stock Ownership Guidelines. We require our directors and officers to hold stock and full value equity interests at substantial levels, with a five-year period from appointment to come into compliance with these guidelines.
					Limited Executive Perquisites. We offer our NEOs very few perquisites not generally available to all employees (see footnote 7 to the Summary Compensation Table on page 49).
					Independent Consultant. The C&HC Committee has its own independent executive compensation consultant. The consultant reports directly to the C&HC Committee and does not provide any services to management.

		What We Don’t Do
					No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving Tidewater’s securities.
					No Single Trigger Change of Control Benefits. While each of our NEOs is party to a change of control agreement, we do not provide any single-trigger change of control benefits (including automatic acceleration of equity awards).
					No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers.
					No Option Repricing. We will not discount, reload or reprice stock options without shareholder approval.

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