TIDEWATER INC

For the period ended Jun 5, 2025. Filed Apr 24, 2025.

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 5, 2025 · Filed Apr 24, 2025

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 2025 Annual Meeting of Shareholders, including the proposals to be voted on, and our performance during the 2024 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2024. These materials are being made available to shareholders on or about April 24, 2025.

2025 Annual Meeting of Shareholders

			When Thursday, June 5, 2025 8:00 a.m., Central Time					Place Online at www.virtualshareholdermeeting.com/TDW2025
			Record Date April 11, 2025					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 Eight Directors	FOR each nominee	7
Advisory Vote to Approve Named Executive Officer Compensation	FOR	36
Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	FOR	68

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.	56	2020
	Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc.	48	2022
	Dick H. Fagerstal Retired Executive Chairman of Global Marine Group	64	2017
	Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc.	59	2019
	Louis A. Raspino Retired Chairman of Clarion Offshore Partners	72	2018
	Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	71	2021
	Kenneth H. Traub President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. Managing Partner of Delta Value Group, LLC	63	2018
	Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc.	55	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 and 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			Provides the Board with better understanding of our highly-regulated industry, along with insight into 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, Nominating and Adding Directors” and “Proposal 1: Election of Directors—Consideration of Candidates Recommended by Shareholders,” respectively.

Tidewater’s 2024 Performance Highlights

(1)

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

(2)

TRCF, or Total Recordable Case Frequency, is a metric used to measure the number of recordable injuries per million working hours and viewed as a key indicator of a company’s safety performance, helping track trends and identify areas for improvement.

(3)

LTIF, or Lost Time Injury Frequency Rate, is a key safety metric used to measure the frequency of lost time injuries (LTIs) in a workplace, specifically, the number of LTIs per 1 million hours worked. A lower LTIFR indicates a safer workplace.

		• Achieved Significant Financial Improvements. Our year-over-year financial performance for fiscal 2024 resulted in: a 33.3% increase in revenue, an 85.9% increase in net income, a 44.7% increase in Adjusted EBITDA, a 161.5% increase in net cash provided by operating activities, a 197.1% increase in free cash flow, and a 26.6% increase in average day rates. We believe our financial success realized during 2024 can be attributed to our multi-year efforts to high-grade the fleet through the disposal of older, smaller vessels and through a disciplined acquisition strategy to bring into the fleet younger, higher-specification vessels, combined with our commercial contracting strategy that allowed us to realize the day rate benefits of vessel scarcity in a healthy demand environment.
		• Completed $90.7 Million of Share Repurchases. During 2024, we continued our commitment to directing free cash flow to enhance shareholder value, marking the first full year that the Company actively returned capital to shareholders since 2015. In the aggregate, we repurchased on the open market approximately 1.4 million shares for $90.7 million. In March 2025, the Board authorized a new $90.3 million share repurchase program, the maximum permissible under our existing debt agreements.
		• Continued Commitment To Driving Long-Term Shareholder Value. As of the end of 2024, we had achieved an absolute three-year total stockholder return (TSR) of +411% and a relative three-year TSR rank of 2nd place, or 93%, in our compensation peer group set forth in our 2022 performance-based restricted stock unit awards. Unfortunately, in the second half of 2024, our stock price—along with others in our industry—declined, primarily due to shifting industry expectations of a potential slowdown in offshore drilling-related services in 2025, compared to the previously anticipated acceleration.
		• Achieved Challenging and Industry Leading Safety Performance Targets. During 2024, we continued to prioritize our strong safety-first culture, including regular management and Board reviews of our HSE performance, improving our already robust HSE enterprise system and implementing a fleet-wide digital training platform with over 10,000 individual courses for our seafarers.
		• Published 2024 Sustainability Report. In April 2025, we published our 2024 Sustainability Report, describing our ongoing commitment to our sustainability principles and performance during 2024.

Executive Compensation Program Summary

Our Compensation & Human Capital (C&HC) Committee strives to maintain a competitive compensation program that attracts, retains and motivates outstanding executives by providing incentives to reward them for superior performance aligned with Tidewater’s long-term strategic objectives, across the commodity price cycle.

Allocation of Direct Compensation Elements in 2024

A substantial portion of our named executive officer (NEO) compensation is dependent on performance. Approximately 85% of Mr. Kneen’s (and an average of 77% of the other NEOs’) target direct compensation opportunity is performance based and variable, or at-risk, compensation. The ultimate value of at-risk compensation is dependent on the Company’s performance outcomes and 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.

Key Compensation Decisions in 2024

The Company continued to reinforce market-aligned and pay-for-performance elements of its compensation programs.

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