β | β | β | Saving | β | β | β | β | β | Reducing water consumption by | β | ||
β | β | β | Eliminating | β | β | β | β | β | Eliminating approximately | β | ||
β | β | β | Using approximately | β | β | β | β | β | Using approximately | β |
β | β | β | Date and Time 8:00Β a.m., Central Time. | β | β | β | β | Place The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via a live audio webcast. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/ | β | ||
β | β | β | Purpose Election of eight directors 2. Advisory vote to approve named executive officer compensation β 3. Advisory vote to approve the frequency of future shareholder votes on 4. Ratification of PricewaterhouseCoopers LLP as the 5. Transact any other business β | β | |||||||
β | β | β | Who Can Vote Only shareholders of record at the close of business on AprilΒ | β | |||||||
β | β | β | β | Our Board of Directors unanimously recommends that you vote: β’ FOR each of the eight director nominees, β β’ FOR approval of our named executive officer compensation, β β’ FOR an annual advisory vote on our named executive officer compensation, and β β’ FOR ratification of our selection of PricewaterhouseCoopers LLP as our independent auditors. β Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. If you are unable to attend the meeting and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our corporate Secretary at any time before the | β |
β | β | β | β By Order of the Board of Directors DANIEL A. HUDSON Executive Vice President, General Counsel and Corporate Secretary | β |
β | β | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE | β | β |
β | β | This proxy statement and our | β | β |
β | Proxy Statement Summary | β | β | β | ||||
β | Proposal 1: Election of Directors | β | β | β | ||||
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β | Proposal 2: Advisory Vote On Executive Compensation (βSay-On-Payβ Vote) | β | β | β | ||||
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β | Security Ownership of Certain Beneficial Owners | β | β | β | ||||
β | Security Ownership of Management | β | β | |||||
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β | Stockholder Proposals | β | β | β | ||||
β | Certain Relationships And Related-Party Transactions | β | β | β | ||||
β | Delinquent SectionΒ 16(A) Reports | β | β | β | ||||
β | Questions And Answers About The Annual Meeting And Voting | β | β | β | ||||
β | Other Matters | β | β | β | ||||
β | Appendix | β | β | β |
β | β | β | When 8:00Β a.m., Central Time | β | β | β | β | Place Online at www.virtualshareholdermeeting.com/ | β | ||
β | β | β | Record Date AprilΒ | β | β | β | β | 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. | β |
Proposal | β | β | Description | β | β | Board Vote Recommendation | β | β | Page | β |
β | β | Election of Directors | β | β | FOR each nominee | β | β | β | ||
β | β | Advisory Vote on Named Executive Officer Compensation | β | β | FOR | β | β | β | ||
β | β | Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation | β | β | FOR 1 Year | β | β | β | ||
β | β | Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm | β | β | FOR | β | β | β |
Name and Principal Occupation | Name and Principal Occupation | β | Age | β | Director Since | β | β | β | Board Committees | β | β | β | β | β | Name and Principal Occupation | β | Age | β | Director Since | β | β | β | Board Committees | β | β | β | β | β | ||||||||||||||||||||||||||||||||
β | AC | β | β | β | CC | β | β | β | NGC | β | β | β | ESG | β | β | β | β | β | β | AC | β | β | β | C&HC | β | β | β | N&GC | β | β | β | S&SC | β | β | β | β | β | |||||||||||||||||||||||
β | Darron M. Andersonβ President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. | β | 54 | β | 2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Darron M. Andersonβ President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. | β | 55 | β | 2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||
β | Melissa Cougleβ Former Senior Vice President and Chief Financial Officer of Frankβs International N.V. | β | 46 | β | 2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Melissa L. Cougleβ Chief Financial Officer of Ranger Energy Services, Inc. | β | 47 | β | 2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||
β | Dick Fagerstalβ Executive Chairman of Global Marine Group | β | 62 | β | 2017 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Dick H. Fagerstalβ Retired Executive Chairman of Global Marine Group | β | 63 | β | 2017 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||||
β | Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc. | β | 57 | β | 2019 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc. | β | 58 | β | 2019 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||
β | Louis A. Raspinoβ President and Chief Executive Officer of Tidewater Inc. | β | 70 | β | 2018 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Louis A. Raspinoβ Retired Chairman of Clarion Offshore Partners | β | 71 | β | 2018 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||
β | Robert E. Robottiβ President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC | β | 69 | β | 2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Robert E. Robottiβ President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company,Β LLC | β | 70 | β | 2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||
β | Kenneth H. Traubβ Managing Member of the General Partner of Delta Value Group, LLC | β | 61 | β | 2018 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Kenneth H. Traubβ Managing Partner of Delta Value Group, LLC | β | 62 | β | 2018 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||
β | Lois K. Zabrockyβ President, Chief Executive Officer, and Director of International Seaways, Inc. | β | 53 | β | 2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Lois K. Zabrockyβ President, Chief Executive Officer, and Director of International Seaways, Inc. | β | 54 | β | 2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | AC | β | β | Audit Committee | β | β | β | β | Compensation & Human Capital Committee | β | |
β | β | β | Nominating | β | β | β | β | β | |||
β | β | β | Member | β | β | β | β | Chair | β |
β | β | β | β | β | β | β | β | β | β | β |
β | β | Industry | β | β | Contributes to the | β | β | β | ||
β | β | Executive Leadership | β | β | Valuable to the | β | β | β | ||
β | β | Accounting / Financial Reporting | β | β | Critical to the | β | β | β | ||
β | β | Finance / Capital Markets | β | β | Valuable to the | β | β | β | ||
β | β | Global Enterprise | β | β | Contributes to the | β | β | β | ||
β | β | Technology / Cybersecurity | β | β | Contributes to the | β | β | β | ||
β | β | Human Capital Management | β | β | Contributes to the Boardβs ability to attract, motivate, retain, and oversee the development of talent | β | β | β | ||
β | β | Sustainability / Environmental | β | β | Contributes to oversight and understanding of | β | β | β | ||
β | β | Public Company Governance | β | β | Contributes to understanding of best practices in corporate governance matters and significant public company experience | β | β | β | ||
β | β | Governmental / Legal, Regulatory | β | β | 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 | β | β | β | ||
β | β | Risk Management Β Β Β | β | β | Valuable to the Β Β Β | β | β | β |
β | β | β’ | ||
β | β | β | ||
β | β | β’ β | β | β |
β | β | β’ β | β | β |
β | β | β’ Completed $35 Million of Share Repurchases.Β Β Β During the 4th quarter of 2023, we repurchased 590,499 shares for approximately $35Β million. In MarchΒ 2024, the Board authorized a new $48.6Β million share repurchase program, the maximum permissible under our existing debt agreements. β | β | β |
β | β | β’ Published 2023 Sustainability Report.Β Β Β In MarchΒ 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. β | β | β |
β | β | What We Do | β | β | |||
β | β | β | β | Pay for Performance. A substantial portion of NEO compensation is | β | β | |
β | β | β | β | Establish Target Awards. The | β | β | |
β | β | β | β | Clawback in the Event of | β | β | |
β | β | β | β | Monitor Compensation Program for Risk.The executive compensation program includes multiple features and metrics intended to appropriately mitigate excessive risk-taking. The | β | β | |
β | β | β | β | 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 Tidewaterβs absolute TSR is negative. | β | β | |
β | β | β | β | 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. | β | β | |
β | β | β | β | 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 pageΒ | β | β | |
β | β | β | β | Independent Consultant.The | β | β |
β | β | What We Donβt Do | β | β | |||
β | β | β | β | No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving Tidewaterβs securities. | β | β | |
β | β | β | β | 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). | β | β | |
β | β | β | β | No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers. | β | β | |
β | β | β | β | No Option Repricing. We will not discount, reload or reprice stock options without shareholder approval. | β | β |
β | β | β | β | β | β | Darron M. Anderson | β | β | Melissa L. Cougle | β | β | Dick H. Fagerstal | β | β | Quintin V. Kneen | β | β | Louis A. Raspino | β | β | Robert E. Robotti | β | β | Kenneth H. Traub | β | β | Lois K. Zabrocky | β | β | Total | β |
β | β | Industry | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 7/8 | β | ||||||||
β | β | Executive Leadership | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 8/8 | β | |||||||||
β | β | Accounting / Financial Reporting | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 8/8 | β | |||||||||
β | β | Finance / Capital Markets | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 8/8 | β | |||||||||
β | β | Global Enterprise | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 7/8 | β | ||||||||
β | β | Technology and Cybersecurity | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 6/8 | β | |||||||
β | β | Human Capital Management | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 6/8 | β | |||||||
β | β | Environmental, Health, Safety and Sustainability | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 6/8 | β | |||||||
β | β | Public Company Governance | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 8/8 | β | |||||||||
β | β | Legal, Regulatory and Governmental Relations | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 5/8 | β | ||||||
β | β | Risk Management | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 8/8 | β |
β | β | Independence | β | β | β | Age | β | β | β | Tenure | β | β | β | Diversity | β | β |
β | β | The Board has affirmatively determined that each director nominee, other than Mr.Β Kneen, is independent, making 88% of the Board independent. | β | β | β | The average age of the directors serving on our Board is 60 years. | β | β | β | The average tenure of director service on our Board is 4.7Β years, which we believe reflects a balance of Company experience and new perspectives. | β | β | β | The Board recognizes the importance of having a diverse and broadly inclusive membership, with 38% of its members being diverse by gender or race/ethnicity. | β | β |
β | β | 88% independent | β | β | β | β | β | β | β | β | β | β | β |
β | Darron M. Anderson | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Houston, Texas Age: Director Since: SeptemberΒ 2020 Tidewater Committees: Audit Nominating Governance Other Current Public Boards: | β | β | Background Mr.Β Anderson has served on the Companyβs Board of Directors since SeptemberΒ 2020. Mr.Β Anderson currently serves as President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. Relevant Skills and Expertise Mr.Β Anderson brings to our Board extensive leadership experience in the energy industry, particularly in offshore and on land drilling, with an entrepreneurial spirit and mindset. He also provides significant accounting and capital market skills, assisting the Board with its responsibilities overseeing Tidewaterβs financial reporting, mergers and acquisitions, and capital allocation. | β |
β | Melissa L. Cougle | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Age: Director Since: JanuaryΒ 2022 Tidewater Committees: Audit (Chair) Governance Other Current Public Boards: None | β | β | Background Ms.Β Cougle has served on the Companyβs Board of Directors since JanuaryΒ 2022, and as Chair of the Audit Committee since JuneΒ 2023. Ms.Β Cougle currently serves as the Chief Financial Officer of Ranger Energy Services, Inc. (NYSE: βRNGRβ), an oil and gas service provider. Prior to Ms.Β Cougle began her career in the consulting and assurance practice of Arthur Andersen LLP serving multiple clients Relevant Skills and Expertise Ms.Β Cougle brings to our Board both executive and financial proficiency, including managing companies with significant oilfield operations, as well as prior experience in mergers and acquisitions. Her expertise contributes to our Boardβs effectiveness in dealing with ongoing technological, financial, operational, and ESG matters. | β |
β | Dick H. Fagerstal | β | β | β | β | β | β | β | β | β | β |
β | Age: Director Since: JulyΒ 2017 Tidewater Committees: Audit Nominating Governance Other Current Public Boards: Valaris Limited | β | β | Background Mr.Β Fagerstal has served on the Companyβs Board of Directors since JulyΒ 2017 and as Chairman of the Board since JuneΒ 2023. Mr.Β Fagerstal previously served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a Skills and Qualifications Mr.Β Fagerstal brings a strong business, finance and accounting background to our Board. Given the nature and scope of our operations, his extensive international business experience and considerable knowledge of the energy and maritime industries contributes to our Boardβs collective ability to monitor the risks and challenges facing Tidewater. | β |
β | Quintin V. Kneen | β | β | β | β | β | β | β | β | β | β |
β | President Officer Age: Director Since: SeptemberΒ 2019 Tidewater Committees: None Other Current Public Boards: None | β | β | Background Mr.Β Kneen was appointed President, CEO and Relevant Skills and Expertise Mr.Β Kneen brings to our Board significant executive management experience and industry knowledge from his roles as the Chief Executive Officer and Chief Financial Officer of two different public companies in our industry. As a Certified Public Accountant and Chartered Financial Analyst, he has a sophisticated understanding of financial and accounting matters. In addition, in his position as our President and Chief Executive Officer, Mr.Β Kneen serves as a valuable liaison between our Board and the management team. | β |
β | Louis A. Raspino | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Age: Director Since: NovemberΒ 2018 Tidewater Committees: Audit Compensation & Human Capital (Chair) Other Current Public Boards: Forum Energy Technologies | β | β | Background Mr.Β Raspino has served on the Companyβs Board of Directors since NovemberΒ 2018 and currently serves as the Chair of the Compensation & Human Capital Committee. Mr.Β Raspinoβs career has spanned over 40Β years in the energy industry, most recently as Chairman of Clarion Offshore Partners, a partnership with Blackstone that served as its platform for pursuing worldwide investments in the offshore oil and gas services sector, from OctoberΒ 2015 until OctoberΒ 2017. Mr.Β Raspino served as President, Chief Executive Officer and a director of Pride International, Inc. from JuneΒ 2005 until the company merged with Ensco plc in MayΒ 2011, and as its Executive Vice President and Chief Financial Officer from DecemberΒ 2003 until JuneΒ 2005. From JulyΒ 2001 until DecemberΒ 2003, he served as Senior Vice President, Relevant Skills and Expertise Having served in executive leadership roles at several energy companies, including both the Chief Executive Officer and Chief Financial Officer positions, Mr.Β Raspino brings in-depth operational and financial expertise to our Board. In addition, his current service on a variety of oil and gas industry boards provides our Board with key and timely insights into industry conditions and trends. | β |
β | Robert E. Robotti | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Age: Director Since: JuneΒ 2021 Tidewater Committees: Compensation & Human Capital Governance Other Current Public Boards: AMREP Corporation Pulse Seismic Inc. AMREP Corporation Former Public Boards During Past Five Years: PrairieSky | β | β | Background Mr.Β Robotti has served on the Companyβs Board of Directors since JuneΒ 2021. Mr.Β Robotti has been the Relevant Skills and Expertise Mr.Β Robottiβs extensive experience in the investment business as the owner of a registered broker-dealer and a registered investment advisor, as a portfolio manager and as a director of public companies engaged in the energy business, as well as other industries, makes him a valuable asset to our Board. | β |
β | Kenneth H. Traub | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Age: Director Since: NovemberΒ 2018 Tidewater Committees: Compensation & Human Capital Nominating Governance (Chair) Other Current Public Boards: American Rare Earths Edgio, Inc. Former Public Boards During Past Five Years: Athersys, Inc. DSP Group, Inc. Immersion Corporation Intermolecular, Inc. | β | β | Background Mr.Β Traub has served on the Companyβs Board of Directors since NovemberΒ 2018 and currently serves as the Chair of the Nominating & Corporate Governance Committee. Mr.Β Traub has served as the Managing Partner of Delta Value Group, LLC, an investment firm, since 2019, and the Managing Partner of Delta Value Advisors, LLC, a consulting firm, since 2020. Mr.Β Traub served as a Managing Partner of Raging Capital Management, LLC, a diversified investment firm, from DecemberΒ 2015 to JanuaryΒ 2019. He previously served as President and Chief Executive Officer of Ethos Management, LLC from 2009 through 2015. From 1999 until its acquisition by JDS Uniphase Corp. Relevant Skills and Expertise Mr.Β Traubβs qualifications to serve on our Board include his extensive and diverse business management experience and expertise. In addition, he contributes to our Boardβs effectiveness in strategic, financial, operational, and governance matters. | β |
β | Lois K. Zabrocky | β | β | β | β | β | β | β | β | β | β |
β | Independent Director Age: Director Since: JulyΒ 2020 Board & Committee Membership: Compensation & Human Capital Governance Other Current Public Boards: International Seaways, Inc. | β | β | Background Ms.Β Zabrocky has served on the Companyβs Board of Directors since JulyΒ 2020 and currently serves as the Chair of the Safety & Sustainability Committee. Ms.Β Zabrocky has served as President, Chief Executive Officer, and a Relevant Skills and Expertise Ms.Β Zabrocky brings to our Board significant executive, strategic and operational experience, including managing a company with broad international operations. Her expertise in many aspects of the maritime transportation industry adds significant value to our Boardβs Maritime Industry knowledge and strategic focus. | β |
β | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE βFORβ EACH OF THE EIGHT NOMINEES FOR DIRECTOR LISTED ABOVE. | β | β | β |
Anderson | Cougle | Fagerstal | Kneen | Raspino | Robotti | Traub | Zabrocky | ||||||||||||||||||||||||
β | β | |
β | Our business requires the use of information technology (IT) and operational technology (OT) resources, including those to carry out our day-to-day operational activities both onshore and offshore, to maintain our business records and to proactively monitor internal and external cybersecurity threats. The Audit Committee | β |
β | To respond to | β |
β | 1. Established a global cybersecurity β | β |
β | 2. Deployed endpoint detection and β | β |
β | 3. Decommissioned all physical data centers and migrated 100% to the cloud; β | β |
β | 4. Implemented enterprise-wide cybersecurity training, anti-phishing and awareness programs for our employees; and β | β |
β | 5. Conducted periodic audits and targeted risk assessments of β | β |
β | β |
β | β | |
β | Consistent with SEC disclosure requirements, the Compensation & Human Capital Committee performs an annual risk assessment of Tidewaterβs compensation programs. Management has identified the elements of our compensation program that could incentivize management to take risks and has reported to the Compensation & Human Capital Committee its assessment of those risks and mitigating factors particular to each risk. The Compensation & Human Capital Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Tidewater. Some of the findings the committee considered in reaching this conclusion include: | β |
β | 1. our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions; β | β |
β | 2. the Company performance portion of our annual incentive plan is based on Company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking; β | β |
β | 3. our annual and long-term incentive plans have conservative payout caps; β | β |
β | 4. our compensation levels and performance criteria are subject to multiple levels of review and approval; β | β |
β | 5. we have an executive compensation recovery policy (βclawbackβ) and stock ownership guidelines for our executives; and β | β |
β | 6. our Policy Statement on Insider Trading prohibits hedging and pledging of Tidewaterβs securities by all company insiders, including our executives. β | β |
β | Risk Oversight Highlight:βEnvironmental, Safety & Sustainability | β |
β | The Board with the assistance of the Safety & Sustainability Committee oversees environmental, health, safety and sustainability matters as an integral part of its oversight of Tidewaterβs strategy and | β |
Name | β | Audit | β | Compensation | β | Nominating and Governance Committee | β | Environmental, Social and Governance | β | β | Audit | β | Compensation & Human Capital | β | Nominating & Corporate Governance | β | Safety & Sustainability | β | ||||||||
Darron M. Anderson | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||
Melissa Cougle | β | β | β | β | β | β | β | |||||||||||||||||||
Dick Fagerstal | β | β | β | β | β | β | ||||||||||||||||||||
Melissa L. Cougle | β | β | β | β | β | β | β | |||||||||||||||||||
Dick H. Fagerstal | β | β | β | β | β | β | ||||||||||||||||||||
Quintin V. Kneen | β | β | β | β | β | β | β | β | β | β | Β Β Β | β | β | β | β | β | β | β | ||||||||
Louis A. Raspino | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||
Larry T. Rigdon | β | β | β | β | β | β | β | β | β | |||||||||||||||||
Robert Robotti | β | β | β | β | β | β | β | |||||||||||||||||||
Robert E. Robotti | β | β | β | β | β | β | β | |||||||||||||||||||
Kenneth H. Traub | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||
Lois K. Zabrocky | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||
Number of Meetings in Fiscal 2022 | β | 9 | β | 4 | β | 3 | β | 4 | β | |||||||||||||||||
Number of Meetings in 2023: | β | 8 | β | 4 | β | 4 | β | 4 | β |
β | β | β | Committee Chair | β | |
β | β | β | Committee Member | β |
β | AUDIT COMMITTEE | β |
β | β | Members: Darron Anderson Louis Raspino Meetings Held in | β | β | β | Responsibilities: β’ Oversight of β the integrity of our financial statements β the qualifications and independence of our independent auditor β the performance of our internal audit function and independent auditor β our compliance with the legal and regulatory requirements in connection with the foregoing β β’ Review of and discussions with management and the independent auditor regarding the annual audited and quarterly financial statements of Tidewater and related earnings reports and disclosures β β’ Review and approve all services (audit and permitted non-audit) to be performed by our independent auditor, and discuss the scope and results of the audit with the independent auditor and matters required to be discussed by the Public Company Accounting Oversight Board β β’ Discuss with management the guidelines and policies by which management assesses and manages Tidewaterβs exposure to risk, including a discussion of Tidewaterβs third party, financial and cybersecurity risk exposures and the steps management has taken to monitor and mitigate such exposures β β’ Oversee matters relating to Tidewaterβs Code of Business Conduct and Ethics β β’ Preparation of the Report of the Audit Committee (page β Independence and Financial Expertise: β’ The Board has determined that each member of the Audit Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and audit committee members. β β’ The Board has concluded that each member of the Audit Committee is βfinancially literateβ and that each of Mr.Β Fagerstal, Mr.Β Raspino and Ms.Β Cougle β | β | β |
β | COMPENSATION & HUMAN CAPITAL COMMITTEE | β |
β | β | Members: Louis Raspino (Chair) Robert Robotti Kenneth Traub Lois Zabrocky Meetings Held in | β | β | β | Responsibilities: β’ Overall responsibility for approving and evaluating the executive compensation plans, policies and programs of Tidewater β β’ Review the performance of the CEO and determine CEO compensation based on this evaluation β β’ Review and approve the compensation of all other senior officers β β’ Oversee the assessment of risks related to Tidewaterβs compensation policies and programs β β’ Administer Tidewaterβs equity-based incentive compensation plans and periodically review the performance of the plans β β’ Periodic review and recommendations for director compensation β β’ Periodic review of talent development programs and human capital management β β’ Preparation of the Report of the Compensation Committee (pageΒ β Independence: β’ The Board has determined that each member of the Compensation & Human Capital Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and compensation committee members. β | β | β |
β | β |
β | β | Members: Lois Zabrocky (Chair) Melissa Cougle Dick Fagerstal Robert Robotti Meetings Held in | β | β | β | Responsibilities: β’ Oversee β β’ Review our annual Sustainability Report β β’ Oversee the establishment and implementation of β β’ Review updates from management regarding our β β’ β Independence: β’ The Board has determined that each member of the β | β | β |
β | NOMINATING | β |
β | β | Members: Kenneth Traub (Chair) Darron Anderson Dick Fagerstal Meetings Held in | β | β | β | Responsibilities: β’ Identify individuals qualified to become Board members β β’ Recommend to the Board director nominees β β’ Annually review and recommend to the Board any changes to the Corporate Governance Guidelines β β’ Recommend to the Board the committee nominees β β’ Recommend the Board committee structure, operations and Board reporting β β’ Oversee evaluation of Board performance β β’ Oversee CEO succession planning β Independence: β’ The Board has determined that each member of the Nominating β | β | β |
β | Name of Director | β | Fees Earned or Paid in Cash ($) | β | Stock Awards(1) ($) | β | Total ($) | β | Name of Director | β | Fees Earned or Paid in Cash(1) ($) | β | Stock Awards(2) ($) | β | All Other Compensation(3) ($) | β | Total ($) | β | ||||||||||||||||||||||||||||
β | Current Directors | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Current Directors | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||
β | Darron M. Anderson(2) | β | β | β | 47,906 | β | β | β | β | 168,982 | β | β | β | β | 216,888 | β | β | Darron M. Anderson(2) | β | β | β | 86,452 | β | β | β | β | 124,959 | β | β | β | β | 8,811 | β | β | β | β | 220,222 | β | β | |||||||
β | Melissa Cougle(2) | β | β | β | 47,488 | β | β | β | β | 168,982 | β | β | β | β | 216,470 | β | β | Melissa L. Cougle(2) | β | β | β | 96,481 | β | β | β | β | 124,959 | β | β | β | β | 20,299 | β | β | β | β | 241,739 | β | β | |||||||
β | Dick Fagerstal | β | β | β | 85,406 | β | β | β | β | 168,982 | β | β | β | β | 254,388 | β | β | Dick F. Fagerstal | β | β | β | 159,000 | β | β | β | β | 124,959 | β | β | β | β | 6,644 | β | β | β | β | 290,603 | β | β | |||||||
β | Louis A. Raspino | β | β | β | 62,906 | β | β | β | β | 168,982 | β | β | β | β | 231,888 | β | β | Louis A. Raspino | β | β | β | 101,500 | β | β | β | β | 124,959 | β | β | β | β | 26,338 | β | β | β | β | 252,797 | β | β | |||||||
β | Larry T. Rigdon(2) | β | β | β | 110,394 | β | β | β | β | 168,982 | β | β | β | β | 279,376 | β | β | Robert E. Robotti(2) | β | β | β | 86,411 | β | β | β | β | 124,959 | β | β | β | β | 22,855 | β | β | β | β | 234,225 | β | β | |||||||
β | Robert Robotti(2) | β | β | β | 47,906 | β | β | β | β | 168,982 | β | β | β | β | 216,888 | β | β | Kenneth H. Traub | β | β | β | 96,500 | β | β | β | β | 124,959 | β | β | β | β | 35,922 | β | β | β | β | 257,380 | β | β | |||||||
β | Kenneth H. Traub | β | β | β | 57,906 | β | β | β | β | 168,982 | β | β | β | β | 216,888 | β | β | Lois K. Zabrocky | β | β | β | 96,500 | β | β | β | β | 124,959 | β | β | β | β | 15,337 | β | β | β | β | 236,796 | β | β | |||||||
β | Lois K. Zabrocky | β | β | β | 52,906 | β | β | β | β | 168,982 | β | β | β | β | 221,888 | β | β |
β | Fee Type | β | JanuaryΒ 1, 2022 β JuneΒ 30, 2022 (Annual) | β | JulyΒ 1, 2022 β Present (Annual) | β | Fee Type | β | JanuaryΒ 1, 2023 β JuneΒ 30, 2023 (Annual) | β | JulyΒ 1, 2023 β Present (Annual) | β | ||||||||||||||||
β | Annual cash retainer | β | β | $ | 47,813 | β | β | β | $ | 48,000 | β | β | Annual cash retainer | β | β | $ | 48,000 | β | β | β | $ | 125,000 | β | β | ||||
β | Annual equity-based retainer | β | β | $ | 168,500 | β | β | β | $ | 169,000 | β | β | Annual equity-based retainer | β | β | $ | 169,000 | β | β | β | $ | 125,000 | β | β | ||||
β | Additional cash retainer for Chairman of the Board | β | β | $ | 50,000 | β | β | β | $ | 75,000 | β | β | Additional cash retainer for Chairman of the Board | β | β | $ | 75,000 | β | β | β | $ | 100,000 | β | β | ||||
β | Additional cash retainer for the Lead Independent Director | β | β | $ | 10,000 | β | β | β | $ | 25,000 | β | β | Additional cash retainer for Lead Independent Director (if any) | β | β | $ | 25,000 | β | β | β | β | N/βA | β | β | ||||
β | Additional cash retainer for Audit Committee Chair | β | β | $ | 20,000 | β | β | β | $ | 20,000 | β | β | Additional cash retainer for Audit Committee Chair | β | β | $ | 20,000 | β | β | β | $ | 20,000 | β | β | ||||
β | Additional cash retainer for Compensation Committee Chair | β | β | $ | 15,000 | β | β | β | $ | 15,000 | β | β | Additional cash retainer for Compensation & Human Capital Committee Chair | β | β | $ | 15,000 | β | β | β | $ | 15,000 | β | β | ||||
β | Additional cash retainer for Nominating and Corporate Governance Committee Chair | β | β | $ | 10,000 | β | β | β | $ | 10,000 | β | β | Additional cash retainer for Nominating & Corporate Governance Committee Chair | β | β | $ | 10,000 | β | β | β | $ | 10,000 | β | β | ||||
β | Additional cash retainer for Environmental, Social and Governance Committee Chair | β | β | β | N/A | β | β | β | $ | 10,000 | β | β | Additional cash retainer for Safety & Sustainability Committee Chair | β | β | $ | 10,000 | β | β | β | ββββββ$ | 10,000 | β | β |
β | β | β | β |
Executive Officer | β | β | Age | β | β | Position | β |
David E. Darling | β | β | β | β | Executive Vice President, Chief Operating Officer and Chief | β | |
Daniel A. Hudson | β | β | β | β | Executive Vice President, General Counsel and Secretary since MarchΒ 2021. Vice President, General Counsel and Secretary from OctoberΒ 2019 to MarchΒ 2021. Assistant General Counsel from MayΒ 2017 to SeptemberΒ 2019. Managing Counsel from MayΒ 2015 to MayΒ 2017. Regional Counsel from MayΒ 2012 to MayΒ 2017. Staff Attorney from JulyΒ 2007 to MayΒ 2012. | β | |
Samuel R. Rubio | β | β | β | β | Executive Vice President and Chief Financial Officer since MarchΒ 2021. Vice President, Chief Accounting Officer, and Controller from DecemberΒ 2018 to MarchΒ 2021. Prior to the business combination, Senior Vice PresidentβChief Financial Officer of GulfMark Offshore Inc. from AprilΒ 2018 to NovemberΒ 2018. Senior Vice PresidentβController and Chief Accounting Officer of GulfMark from JanuaryΒ 2012 to AprilΒ 2018, including during the GulfMark Reorganization. Vice PresidentβController and Chief Accounting Officer of GulfMark from DecemberΒ 2008 and DecemberΒ 2011. | β |
β | β | β | β | β | β | β | β | β | β | β | ||||
β | Quintin V. Kneen President and Chief Executive Officer | β | β | β | Samuel R. Rubio Executive Vice President, Chief Financial Officer and Chief Accounting Officer | β | β | β | David E. Darling Executive Vice President, Chief Operating Officer and Chief Human Resources Officer | β | β | β | Daniel A. Hudson Executive Vice President, General Counsel and Corporate Secretary | β |
β’ Successfully Completed the Acquisition, Financing and Integration of 37 Platform Supply Vessels from Solstad Offshore. On JulyΒ 5, 2023, we closed the previously announced definitive agreement to purchase 37 platform supply vessels from Solstad Offshore ASA (Solstad) for approximately $594.2Β million. We successfully completed the integration of this acquisition during the 4thΒ quarter of 2023. |
β | β | What We Do | β | β | |||
β | β | β | β | Pay for Performance. A substantial portion of NEO compensation is | β | β | |
β | β | β | β | Establish Target Awards. The Compensation & Human Capital Committee has established target and maximum awards under our STI Program and established target awards under our LTI Program. | β | β | |
β | β | β | β | Clawback in the Event of | β | β | |
β | β | β | β | Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The Compensation & Human Capital 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. | β | β | |
β | β | β | β | 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 Tidewaterβs absolute TSR is negative. | β | β | |
β | β | β | β | Robust Stock Ownership Requirements. Our CEO is required to own an amount of Tidewater shares valued at five times (5x) his annual salary; our EVPs must own at least three times (3x) their annual salaries; and all other corporate officers must own at least two times (2x) their annual salaries. | β | β | |
β | β | β | β | Limited Executive Perquisites. We offer our NEOs very few perquisites not generally available to all employees. | β | β | |
β | β | β | β | Independent Consultant. The Compensation & Human Capital Committee has its own independent executive compensation consultant. The consultant reports directly to the committee and does not provide any services to management. | β | β |
β | β | What We Donβt Do | β | β | |||
β | β | β | β | No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving company securities. | β | β | |
β | β | β | β | 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). | β | β | |
β | β | β | β | No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers. | β | β | |
β | β | β | β | No Option Repricing. We do not discount, reload or reprice stock options without shareholder approval. | β | β |
β | β | β | β | Pay Component | β | β | Results for | β | β | Considerations | β |
β | Fixed | β | β | Base Salary | β | β | Base salaries of NEOs were CEO increase of | β | β | β | |
β | Incentive-Based | β | β | Short-Term Incentive | β | β | STI target for CEO was adjusted to 110% of base salary (a 10% increase) For each NEO, | β | β | Increased CEOβs STI target to be closer to market median. | β |
β | Long-Term Incentive (βLTIβ) Award | β | β | In MarchΒ β’ CEO: $3,500,000 target, award mix 50% time-based RSUs and 50% performance-based RSUs β β’ Other NEOs: $850,000 to $1,000,000 target, award mix 75% time-based RSUs and 25% performance-based RSUs β | β | β | performance. Certain NEO LTI target grant values increased to better align with competitive median pay levels. | β |
β | β | β | ||||||||
β | β | β | ||||||||
β | PEER GROUP | β | ||||||||
β | Bristow Group Inc. | β | β | β | Expro Group | β | β | β | Oceaneering International | β |
β | Core Lab | β | β | β | Forum Energy Technologies | β | β | β | Oil States International | β |
β | Diamond Offshore | β | β | β | Helix Energy Solutions Group | β | β | β | SEACOR Marine Holdings | β |
β | DMC Global | β | β | β | International Seaways | β | β | β | TETRA Technologies | β |
β | Dorian LPG | β | β | β | Newpark Resources | β | β | β | Valaris Limited | β |
β | Dril-Quip | β | β | β | Noble Corp. | β | β | β | β | β |
β | 98% shareholder support of NEO compensation in 2023 | β | β | β |
β | Named Executive | β | 2021 Base Salary ($) | β | 2022 Base Salary ($) | β | Percent Change (%) | β | Named Executive | β | 2022 Base Salary ($) | β | 2023 Base Salary ($) | β | Percent Change (%) | β | ||||||||||||||||||||||||
β | Quintin V. Kneen | β | β | β | 500,000 | β | β | β | β | 600,000 | β | β | β | β | 20% | β | β | Quintin V. Kneen | β | β | β | 600,000 | β | β | β | β | 750,000 | β | β | β | β | 20% | β | β | ||||||
β | Samuel R. Rubio | β | β | β | 300,000 | β | β | β | β | 350,000 | β | β | β | β | 17% | β | β | Samuel R. Rubio | β | β | β | 350,000 | β | β | β | β | 400,000 | β | β | β | β | 14% | β | β | ||||||
β | David E. Darling | β | β | β | 300,000 | β | β | β | β | 375,000 | β | β | β | β | 25% | β | β | David E. Darling | β | β | β | 375,000 | β | β | β | β | 450,000 | β | β | β | β | 20% | β | β | ||||||
β | Daniel A. Hudson | β | β | β | 300,000 | β | β | β | β | 315,000 | β | β | β | β | 5% | β | β | Daniel A. Hudson | β | β | β | 315,000 | β | β | β | β | 315,000 | β | β | β | β | 0% | β | β |
Metric | β | β | Weight | β | β | What we Measure | β | β | Why | β |
Free Cash Flow (FCF) | β | β | 50% | β | β | β’ Non-GAAP investment performance indicator determined from net cash provided by operating activities, adjusted for capital expenditures, proceeds from asset sales, cash interest expense and interest income β | β | β | β’ Places emphasis on key cash generation drivers such as operating and administrative cost efficiency, optimal capital investments, and timely collection of accounts receivable balances β β’ Driver of long-term shareholder value creation by incentivizing management to develop an efficient, scalable growth platform with lower overall net debt levels β | β |
Metric | β | β | Weight | β | β | What we Measure | β | β | Why | β |
Operational Efficiency | β | β | 20% | β | β | β’ Managing professional fees, β β’ ESG β | β | β | β’ Efficiency in the management of G&A, professional fees and dry dock costs helps us to remain competitive in the market β β’ β | β |
Safety Performance | β | β | 10% | β | β | β’ Lost-time incident frequency (LTIF): number of lost time incidents per million hours worked β β’ Total recordable case frequency (TRCF) (number of recordable cases * 1Β million / quantity manhours worked β | β | β | β’ Reinforces our commitment to remain an industry leader in safety β β’ A safe work environment helps us attract and retain a more experienced work force, and gives us a competitive advantage in retaining existing business and when bidding for new work β |
β’ A strong safety record helps us to minimize our insurance and loss costs and the overall cost of doing business β | β | |||||||||
Individual Performance | β | β | 20% | β | β | β’ Committeeβs subjective assessment of individual executive performance during the period β | β | β | β’ Allows for more direct recognition of individual contribution β | β |
β | Named Executive | β | β | Target Award as % of Salary (%) | β | |||
β | Quintin V. Kneen | β | β | β | β | β | β | |
β | Samuel R. Rubio | β | β | β | β | 100% | β | β |
β | David E. Darling | β | β | β | β | 100% | β | β |
β | Daniel A. Hudson | β | β | β | β | 100% | β | β |
β | Performance Metric | β | β | Performance Standards | β | β | Actual Performance | β | β | Percent of Target Earned | β | β | Times Weight | β | β | Equals Weighted Payout | β | |||||||||
β | Threshold | β | β | Target | β | β | Maximum | β | ||||||||||||||||||
β | FCF(a) | β | β | $30.0 MM | β | β | $47.0 MM | β | β | $60.0 MM | β | β | $59.2 MM | β | β | 126% | β | β | 50% | β | β | 63.0% | β | |||
β | Operational Efficiency | β | β | Scheduled Dry Docks | β | β | β | β | β | $43.6 MM | β | β | β | β | β | $43.3 MM | β | β | 100% | β | β | 5% | β | β | 15.0% | β |
β | Professional Fees | β | β | β | β | β | $11.5 MM | β | β | β | β | β | $10.7 MM | β | β | 100% | β | β | 5% | β | ||||||
β | West Africa G&A | β | β | β | β | β | $7.0 MM | β | β | β | β | β | $7.7 MM | β | β | 0% | β | β | 5% | β | ||||||
β | ESG Carbon Projects | β | β | β | β | β | 18 Vessels | β | β | β | β | β | 43 Vessels | β | β | 100% | β | β | 5% | β | ||||||
β | Individual Performance(b) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 100% | β | β | 20% | β | β | 20.0% | β | |||
β | Safety | β | β | β | β | β | 0.07 LTIF | β | β | β | β | β | 0.11 LTIF | β | β | β | β | β | β | β | β | β | β | |||
β | β | β | β | 0.55 TRCF | β | β | β | β | β | 0.62 TRCF | β | β | 0% | β | β | 10% | β | β | 0.0% | β | ||||||
β | Calculated Percent of Target Earned | β | β | 98.0% | β |
β | Named Executive | β | Base Salary(1) ($) | β | x | β | Target Award as % of Salary (%) | β | x | β | Corporate Payout Factor (%) | β | = | β | Actual Award ($) | β | Named Executive | β | Base Salary(1) ($) | β | x | β | Target Award as % of Salary (%) | β | x | β | Corporate Payout Factor (%) | β | = | β | Actual Award ($) | β | ||||||||||||||||||||||||||||||||||||||
β | Quintin V. Kneen | β | β | β | 575,000 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 98.0% | β | β | β | β | β | β | 563,000 | β | β | Quintin V. Kneen | β | β | $ | 712,500 | β | β | β | β | β | β | 110% | β | β | β | β | β | β | 0.0% | β | β | β | β | β | $ | 0.00 | β | β | ||||||||||||||
β | Samuel R. Rubio | β | β | β | 337,500 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 98.0% | β | β | β | β | β | β | 330,750 | β | β | Samuel R. Rubio | β | β | $ | 387,500 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 0.0% | β | β | β | β | β | $ | 0.00 | β | β | ||||||||||||||
β | David E. Darling | β | β | β | 356,250 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 98.0% | β | β | β | β | β | β | 349,125 | β | β | David E. Darling | β | β | $ | 431,250 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 0.0% | β | β | β | β | β | $ | 0.00 | β | β | ||||||||||||||
β | Daniel A. Hudson | β | β | β | 311,250 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 98.0% | β | β | β | β | β | β | 305,025 | β | β | Daniel A. Hudson | β | β | $ | 315,000 | β | β | β | β | β | β | 100% | β | β | β | β | β | β | 0.0% | β | β | β | β | β | $ | 0.00 | β | β |
β | Synergy | β | β | Target | β | β | Actual | β |
β | Operating costs | β | β | $10.0 million | β | β | $15.9 million | β |
β | G&A costs | β | β | $15.0 million | β | β | $24.0 million | β |
β | Named Executive | β | 2022 Target Grant Value | β | Time-Vesting RSUs(1) | β | Performance-Vesting RSUs(2) | β | Stock Price on Date of Grant | β | Reported Grant Date Value | β | Named Executive | β | 2023 Target Grant Value | β | Time-Vesting RSUs(1) | β | Performance-Vesting RSUs(2) | β | Stock Price on Date of Grant | β | Reported Grant Date Value | β | ||||||||||||||||||||||||||||||||||||||||
β | Quintin V. Kneen | β | β | $ | 3,500,000 | β | β | β | β | 92,887 | β | β | β | β | 92,888 | β | β | β | $ | 18.84 | β | β | β | $ | 3,500,000 | β | β | Quintin V. Kneen | β | β | $ | 3,500,000 | β | β | β | β | 43,959 | β | β | β | β | 43,959 | β | β | β | $ | 39.81 | β | β | β | $ | 3,500,016 | β | β | ||||||||||
β | Samuel R. Rubio | β | β | $ | 850,000 | β | β | β | β | 33,838 | β | β | β | β | 11,279 | β | β | β | $ | 18.84 | β | β | β | $ | 850,000 | β | β | Samuel R. Rubio | β | β | $ | 1,000,000 | β | β | β | β | 18,839 | β | β | β | β | 6,280 | β | β | β | $ | 39.81 | β | β | β | $ | 999,987 | β | β | ||||||||||
β | David E. Darling | β | β | $ | 850,000 | β | β | β | β | 33,838 | β | β | β | β | 11,279 | β | β | β | $ | 18.84 | β | β | β | $ | 850,000 | β | β | David E. Darling | β | β | $ | 1,000,000 | β | β | β | β | 18,839 | β | β | β | β | 6,280 | β | β | β | $ | 39.81 | β | β | β | $ | 999,987 | β | β | ||||||||||
β | Daniel A. Hudson | β | β | $ | 850,000 | β | β | β | β | 33,838 | β | β | οΏ½οΏ½ | β | β | 11,279 | β | β | β | $ | 18.84 | β | β | β | $ | 850,000 | β | β | Daniel A. Hudson | β | β | $ | 850,000 | β | β | β | β | 16,014 | β | β | β | β | 5,337 | β | β | β | $ | 39.81 | β | β | β | $ | 849,983 | β | β | |||||||||
β | TOTAL | β | β | $ | 6,050,000 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | $ | 6,050,000 | β | β |
β | Relative TSR Performance Level | β | β | Payout (% of targetΒ units earned) | β | |||||||||
β | Absolute TSR β₯ 0% | β | β | Absolute TSR < 0% | β | |||||||||
β | 90th percentile | β | β | β | β | 200% | β | β | β | β | β | 100% | β | β |
β | 60th percentile | β | β | β | β | 100% | β | β | β | β | β | 100% | β | β |
β | 30th percentile | β | β | β | β | 50% | β | β | β | β | β | 50% | β | β |
β | < 30th percentile | β | β | β | β | 0% | β | β | β | β | β | 0% | β | β |
β | β | ||||
β | β’ Bristow Group β β’ Core Laboratories β β’ Dorian LPG β β’ Dril-Quip β β’ Forum Energy Technologies β β’ Gulf Island Fabrication β β’ Helix Energy Solutions β | β | β | β’ International Seaways β β’ NCS Multistage Holdings β β’ Newpark Resources β β’ Oceaneering International β β’ Oil States International β β’ SEACOR Marine Holdings β β’ TETRA Technologies β | β |
Name and Principal Position(1) | β | Fiscal Year | β | Salary ($) | β | Bonus(2) ($) | β | Stock Awards(3) ($) | β | Option Awards(4) ($) | β | Non-Equity Incentive Plan Compensation(5) ($) | β | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) | β | All Other Compensation(7) ($) | β | Total ($) | β | β | Fiscal Year | β | Salary ($) | β | Bonus(2) ($) | β | Stock Awards(3) ($) | β | Option Awards(4) ($) | β | Non-Equity Incentive Plan Compensation(5) ($) | β | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) | β | All Other Compensation(7) ($) | β | Total ($) | β | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quintin V. Kneen President, Chief Executive Officer, and Director | β | β | β | β | 2022 | β | β | β | β | 575,000 | β | β | β | β | β | β | β | β | β | 3,500,000 | β | β | β | β | β | β | β | β | β | 563,500 | β | β | β | β | β | β | β | β | β | 16,599 | β | β | β | β | 4,655,099 | β | β | β | β | β | β | 2023 | β | β | β | β | 712,500 | β | β | β | β | β | β | β | β | β | 3,500,016 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,262 | β | β | β | β | 4,245,778 | β | β | ||||||||||||||||
β | β | β | 2021 | β | β | β | β | 500,000 | β | β | β | β | β | β | β | β | β | 1,098,830 | β | β | β | β | 956,293 | β | β | β | β | 449,000 | β | β | β | β | β | β | β | β | β | 19,390 | β | β | β | β | 3,023,513 | β | β | β | β | β | 2022 | β | β | β | β | 575,000 | β | β | β | β | β | β | β | β | β | 3,500,001 | β | β | β | β | β | β | β | β | β | 563,500 | β | β | β | β | β | β | β | β | β | 16,599 | β | β | β | β | 4,655,100 | β | β | |||||||||||||||||||
β | β | β | 2020 | β | β | β | β | 500,000 | β | β | β | β | 300,000 | β | β | β | β | 589,054 | β | β | β | β | 1,113,052 | β | β | β | β | 400,000 | β | β | β | β | β | β | β | β | β | 21,110 | β | β | β | β | 2,923,216 | β | β | β | β | β | 2021 | β | β | β | β | 500,000 | β | β | β | β | β | β | β | β | β | 1,098,830 | β | β | β | β | 956,293 | β | β | β | β | 449,000 | β | β | β | β | β | β | β | β | β | 19,390 | β | β | β | β | 3,023,513 | β | β | |||||||||||||||||||
Samuel R. Rubio Executive Vice President, Chief Financial Officer, and Chief Accounting Officer | β | β | β | β | 2022 | β | β | β | β | 337,500 | β | β | β | β | β | β | β | β | β | 850,000 | β | β | β | β | β | β | β | β | β | 330,750 | β | β | β | β | β | β | β | β | β | 10,425 | οΏ½οΏ½οΏ½ | β | β | β | 1,528,675 | β | β | β | β | β | β | 2023 | β | β | β | β | 387,500 | β | β | β | β | 350,000 | β | β | β | β | 999,987 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 12,120 | β | β | β | β | 1,749,607 | β | β | ||||||||||||||||
β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | β | β | β | β | β | 975 | β | β | β | β | 1,307,737 | β | β | β | β | β | 2022 | β | β | β | β | 337,500 | β | β | β | β | β | β | β | β | β | 850,004 | β | β | β | β | β | β | β | β | β | 330,750 | β | β | β | β | β | β | β | β | β | 10,425 | β | β | β | β | 1,528,679 | β | β | |||||||||||||||||||
β | β | β | 2020 | β | β | β | β | 261,875 | β | β | β | β | 300,000 | β | β | β | β | 155,509 | β | β | β | β | β | β | β | β | β | 154,000 | β | β | β | β | β | β | β | β | β | 975 | β | β | β | β | 872,359 | β | β | β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | β | β | β | β | β | 975 | β | β | β | β | 1,307,737 | β | β | |||||||||||||||||||
David E. Darling Executive Vice President Chief Operating Officer, and Chief Human Relations Officer | β | β | β | β | 2022 | β | β | β | β | 356,250 | β | β | β | β | β | β | β | β | β | 850,000 | β | β | β | β | β | β | β | β | β | 349,125 | β | β | β | β | -9,764 | β | β | β | β | 10,425 | β | β | β | β | 1,556,036 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | -2,500 | β | β | β | β | 2235 | β | β | β | β | 1,306,497 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | 2020 | β | β | β | β | 261,875 | β | β | β | β | 300,000 | β | β | β | β | 155,509 | β | β | β | β | β | β | β | β | β | 154,000 | β | β | β | β | 3,541 | β | β | β | β | 975 | β | β | β | β | 875,900 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David E. Darling Executive Vice President, Chief Operating Officer, and Chief Human Relations Officer | β | β | β | β | 2023 | β | β | β | β | 431,250 | β | β | β | β | 375,000 | β | β | β | β | 999,987 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | (5,982) | β | β | β | β | 12,120 | β | β | β | β | 1,812,375 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | 2022 | β | β | β | β | 356,250 | β | β | β | β | β | β | β | β | β | 850,004 | β | β | β | β | β | β | β | β | β | 349,125 | β | β | β | β | (9,764) | β | β | β | β | 10,425 | β | β | β | β | 1,556,040 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | (2,500) | β | β | β | β | 2235 | β | β | β | β | 1,306,497 | β | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel A. Hudson Executive Vice President, General Counsel, and Secretary | β | β | β | β | 2022 | β | β | β | β | 311,250 | β | β | β | β | β | β | β | β | β | 850,000 | β | β | β | β | β | β | β | β | β | 305,025 | β | β | β | β | β | β | β | β | β | 9,431 | β | β | β | β | 1,475,706 | β | β | β | β | β | β | 2023 | β | β | β | β | 315,000 | β | β | β | β | 315,000 | β | β | β | β | 849,983 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,276 | β | β | β | β | 1,491,259 | β | β | ||||||||||||||||
β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | β | β | β | β | β | 2235 | β | β | β | β | 1,308,997 | β | β | β | β | β | 2022 | β | β | β | β | 311,250 | β | β | β | β | β | β | β | β | β | 850,004 | β | β | β | β | β | β | β | β | β | 305,025 | β | β | β | β | β | β | β | β | β | 9,431 | β | β | β | β | 1,475,710 | β | β | |||||||||||||||||||
β | β | β | 2020 | β | β | β | β | 261,875 | β | β | β | β | 210,000 | β | β | β | β | 155,509 | β | β | β | β | β | β | β | β | β | 154,000 | β | β | β | β | β | β | β | β | β | 975 | β | β | β | β | 782,359 | β | β | β | β | β | 2021 | β | β | β | β | 294,792 | β | β | β | β | β | β | β | β | β | 747,198 | β | β | β | β | β | β | β | β | β | 264,772 | β | β | β | β | β | β | β | β | β | 2,235 | β | β | β | β | 1,308,997 | β | β |
β | Name | β | Parking | β | Matching Contributions to 401(k) Plan | β | Club and Gym Fees | β | Total | β | Name | β | Parking | β | Matching Contributions to 401(k) Plan | β | Gym Fees | β | Spouse Travel | β | Total | β | ||||||||||||||||||||||||||||||||||||
β | Kneen | β | β | $ | 975 | β | β | β | $ | 9,150 | β | β | β | $ | 6,647 | β | β | β | $ | 16,599 | β | β | Kneen | β | β | $ | 1,020 | β | β | β | $ | 9,900 | β | β | β | β | β | β | β | β | $ | 22,342 | β | β | β | $ | 33,262 | β | β | |||||||||
β | Rubio | β | β | $ | 975 | β | β | β | $ | 9,150 | β | β | β | $ | 300 | β | β | β | $ | 10,425 | β | β | Rubio | β | β | $ | 1,020 | β | β | β | $ | 9,900 | β | β | β | $ | 1,200 | β | β | β | β | β | β | β | β | $ | 12,120 | β | β | |||||||||
β | Darling | β | β | $ | 975 | β | β | β | $ | 9,150 | β | β | β | $ | 300 | β | β | β | $ | 10,425 | β | β | Darling | β | β | $ | 1,020 | β | β | β | $ | 9,900 | β | β | β | $ | 1,200 | β | β | β | β | β | β | β | β | $ | 12,120 | β | β | |||||||||
β | Hudson | β | β | $ | 975 | β | β | β | $ | 8,156 | β | β | β | $ | 300 | β | β | β | $ | 9,431 | β | β | Hudson | β | β | $ | 1,020 | β | β | β | $ | 9,056 | β | β | β | $ | 1,200 | β | β | β | β | β | β | β | β | $ | 11,276 | β | β |
Name | β | β | β | β | β | β | β | β | Estimated Future Payouts Under Non-Equity Incentive PlanΒ Awards (1) | β | β | Type of Award (2) | β | β | Estimated Future Payouts Under Equity Incentive PlanΒ Awards (3) | β | β | All Other Stock Awards: Number of Shares of Stocks or Units (4) | β | Grant Date Fair Value of Stock Awards ($)(5) | β | β | β | β | β | β | β | β | β | β | Estimated Future Payouts Under Non-Equity Incentive PlanΒ Awards(1) | β | β | Type of Award(2) | β | β | Estimated Future Payouts Under Equity Incentive PlanΒ Awards(3) | β | β | All Other Stock Awards: Number of Shares of Stocks or Units(4) | β | Grant Date Fair Value of Stock Awards ($)(5) | β | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | Grant Date | β | Threshold | β | Target | β | Maximum | β | Threshold | β | Target | β | Maximum | β | β | β | Grant Date | β | Threshold | β | Target | β | Maximum | β | Threshold | β | Target | β | Maximum | β | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quintin V., Kneen | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 575,000 | β | β | β | $ | 646,875 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 783,750 | β | β | β | $ | 881,719 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 46,444 | β | β | β | β | 92,888 | β | β | β | β | 185,776 | β | β | β | β | β | β | β | β | $ | 1,750,010 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 21,979 | β | β | β | β | 43,959 | β | β | β | β | 87,918 | β | β | β | β | β | β | β | β | $ | 1,750,008 | β | β | |||||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 92,887 | β | β | β | $ | 1,749,991 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 43,959 | β | β | β | $ | 1,750,008 | β | β | |||||||||||||||||||||||
Samuel R. Rubio | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 337,500 | β | β | β | $ | 379,688 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 387,500 | β | β | β | $ | 435,938 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 5,639 | β | β | β | β | 11,279 | β | β | β | β | 22,558 | β | β | β | β | β | β | β | β | $ | 212,496 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 3,140 | β | β | β | β | 6,280 | β | β | β | β | 12,560 | β | β | β | β | β | β | β | β | $ | 250,007 | β | β | |||||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | $ | 637,508 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 18,839 | β | β | β | $ | 749,981 | β | β | |||||||||||||||||||||||
David E. Darling | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 356,250 | β | β | β | $ | 400,781 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 431,250 | β | β | β | $ | 485,156 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | |||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 5,639 | β | β | β | β | 11,279 | β | β | β | β | 22,558 | β | β | β | β | β | β | β | β | $ | 212,496 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 3,140 | β | β | β | β | 6,280 | β | β | β | β | 12,560 | β | β | β | β | β | β | β | β | $ | 250,007 | β | β | |||||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | $ | 637,508 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 18,839 | β | β | β | $ | 749,981 | β | β | |||||||||||||||||||||||
Daniel A. Hudson | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 311,250 | β | β | β | $ | 350,156 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 0 | β | β | β | $ | 315,000 | β | β | β | $ | 354,375 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 5,639 | β | β | β | β | 11,279 | β | β | β | β | 22,558 | β | β | β | β | β | β | β | β | $ | 212,496 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | TSR PRSU | β | β | β | 2,668 | β | β | β | β | 5,337 | β | β | β | β | 10,674 | β | β | β | β | β | β | β | β | $ | 212,466 | β | β | |||||||||||||||||||||||
β | β | β | 3/10/22 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | $ | 637,508 | β | β | β | β | β | β | 3/16/23 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 3YR RSU | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 16,014 | β | β | β | $ | 637,517 | β | β |
β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Stock Awards | β | ||||||||||||||||||
β | β | β | β | Option Awards | β | β | Unvested Equity Incentive PlanΒ Awards | β | β | Unvested Stock Awards | β | ||||||||||||||||||||||||||||||||||||
β | β | β | β | Securities underlying Unexercised Options | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Number of Shares or Units(3) (#) | β | β | Market Value(4) ($) | β | β | Number of Shares or Units (#) | β | β | Market Value(4) ($) | β | ||||||||||||||||||
β | Name / Award / Grant Date | β | β | (#) Exercisable | β | β | (#) Unexercis-able | β | β | Exercise Price | β | β | Expiration Date | β | |||||||||||||||||||||||||||||||||
β | Quintin V. Kneen | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | NQSO 04/20/2020(1) | β | β | β | β | 229,732 | β | β | β | β | β | 114,866 | β | β | β | β | $ | 6.475 | β | β | β | β | β | 4/20/30 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | NQSO 03/22/2021(2) | β | β | β | β | 89,006 | β | β | β | β | β | 170,152 | β | β | β | β | $ | 18.09 | β | β | β | β | β | 3/22/31 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 04/20/2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 37,906 | β | β | β | β | $ | 1,396,836 | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 57,591 | β | β | β | β | $ | 2,122,228 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 92,887 | β | β | β | β | $ | 3,422,886 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 92,888 | β | β | β | β | β | β | β | β | β | β | β | β | β | $ | 3,422,923 | β | β |
β | Samuel R. Rubio | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 04/20/2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 10,007 | β | β | β | β | $ | 368,758 | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 39,162 | β | β | β | β | $ | 1,443,120 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | β | $ | 1,246,930 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | β | β | β | β | β | β | β | β | β | $ | 415,631 | β | β |
β | David E. Darling | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 04/20/2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 10,007 | β | β | β | β | $ | 368,758 | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 39,162 | β | β | β | β | $ | 1,443,120 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | β | $ | 1,246,930 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | β | β | β | β | β | β | β | β | β | $ | 415,631 | β | β |
β | Daniel A. Hudson | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 04/20/2020 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 10,007 | β | β | β | β | $ | 368,758 | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 39,162 | β | β | β | β | $ | 1,443,120 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 33,838 | β | β | β | β | $ | 1,246,930 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | β | β | β | β | β | β | β | β | β | $ | 415,631 | β | β |
β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Stock Awards | β | |||||||||||||||||||||
β | β | β | β | Option Awards | β | β | Unvested Equity Incentive PlanΒ Awards | β | β | Unvested Stock Awards | β | |||||||||||||||||||||||||||||||||||||||
β | β | β | β | Securities underlying Unexercised Options | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Number of Shares or Units(3) (#) | β | β | Market Value(4) ($) | β | β | Number of Shares or Units (#) | β | β | Market Value(4) ($) | β | |||||||||||||||||||||
β | Name / Award / Grant Date | β | β | (#) Exercisable | β | β | (#) Unexercis-able | β | β | Exercise Price | β | β | Expiration Date | β | ||||||||||||||||||||||||||||||||||||
β | Quintin V. Kneen | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | NQSO 04/20/2020(1) | β | β | β | β | 344,598 | β | β | β | β | β | β | β | β | β | β | $ | 6.475 | β | β | β | β | β | 4/20/30 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | NQSO 03/22/2021(2) | β | β | β | β | 172,772 | β | β | β | β | β | 86,336 | β | β | β | β | $ | 18.09 | β | β | β | β | β | 3/22/31 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 28,796 | β | β | β | β | $ | 2,076,480 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 61,925 | β | β | β | β | $ | 4,465,412 | β | β |
β | RSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 43,959 | β | β | β | β | $ | 3,169,883 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 92,888 | β | β | β | β | $ | 6,698,154 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | PRSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 43,959 | β | β | β | β | $ | 3,169,883 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | Samuel R. Rubio | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 19,580 | β | β | β | β | $ | 1,411,914 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 22,558 | β | β | β | β | $ | 1,626,657 | β | β |
β | RSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 18,839 | β | β | β | β | $ | 1,358,480 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | $ | 813,329 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | PRSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 6,280 | β | β | β | β | $ | 452,851 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | David E. Darling | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 19,580 | β | β | β | β | $ | 1,411,914 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 22,558 | β | β | β | β | $ | 1,626,657 | β | β |
β | RSU 03/22/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 18,839 | β | β | β | β | $ | 1,358,480 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | $ | 813,329 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | PRSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 6,280 | β | β | β | β | $ | 452,851 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | Daniel A. Hudson | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | RSU 03/22/2021 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 19,580 | β | β | β | β | $ | 1,411,914 | β | β |
β | RSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 22,558 | β | β | β | β | $ | 1,626,657 | β | β |
β | RSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 16,014 | β | β | β | β | $ | 1,154,770 | β | β |
β | PRSU 03/10/2022 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,279 | β | β | β | β | $ | 813,329 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | PRSU 03/16/2023 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 5,337 | β | β | β | β | $ | 384,851 | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | β | β | β | Stock Awards | β | β | β | β | Stock Awards | β | ||||||||||||||||||
β | Name | β | Number of Shares Acquired on Vesting(1) (#) | β | Value Realized on Vesting(2) ($) | β | Name | β | Number of Shares Acquired on Vesting(1) (#) | β | Value Realized on Vesting(2) ($) | β | ||||||||||||||||
β | Quintin V. Kneen | β | β | β | 83,708 | β | β | β | $ | 1,856,789 | β | β | Quintin V. Kneen | β | β | β | 97,662 | β | β | β | $ | 4,354,218 | β | β | ||||
β | Samuel R. Rubio | β | β | β | 32,376 | β | β | β | $ | 698,022 | β | β | Samuel R. Rubio | β | β | β | 40,867 | β | β | β | $ | 1,791,860 | β | β | ||||
β | David E. Darling | β | β | β | 32,376 | β | β | β | $ | 698,022 | β | β | David E. Darling | β | β | β | 40,867 | β | β | β | $ | 1,791,860 | β | β | ||||
β | Daniel A. Hudson | β | β | β | 31,356 | β | β | β | $ | 674,684 | β | β | Daniel A. Hudson | β | β | β | 40,867 | β | β | β | $ | 1,791,860 | β | β |
β | Name | β | PlanΒ Name | β | Number of Years of Credited Service (#) | β | Present Value of Accumulated Benefits(2) ($) | β | Payments During Last Fiscal Year ($) | β | Name | β | PlanΒ Name | β | Number of Years of Credited Service (#) | β | Present Value of Accumulated Benefits(2) ($) | β | Payments During Last Fiscal Year ($) | β | |||||||||||||||||||||||||||||
β | David E. Darling(1) | β | β | β | PensionPlan | β | β | β | β | β | β | β | β | β | 38,161 | β | β | β | β | 2,227 | β | β | David E. Darling(1) | β | Pension Plan | β | β | β | β | β | β | β | β | 32,179 | β | β | β | β | 2,227 | β | β |
β | Event | β | Mr.Β Kneen | β | Mr.Β Rubio | β | Mr.Β Darling | β | Mr.Β Hudson | β | Event | β | Mr.Β Kneen | β | Mr.Β Rubio | β | Mr.Β Darling | β | Mr.Β Hudson | β | ||||||||||||||||||||||||||||||||
β | Death or Disability | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Death or Disability | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||
β | Accelerated vesting of stock options(1) | β | β | $ | 6,681,106 | β | β | β | $ | β | β | β | β | $ | β | β | β | β | $ | β | β | β | Accelerated vesting of stock options(1) | β | β | $ | 4,663,871 | β | β | β | $ | β | β | β | β | $ | β | β | β | β | $ | β | β | β | ||||||||
β | Accelerated vesting of RSUs(2) | β | β | $ | 10,364,873 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | Accelerated vesting of RSUs(2) | β | β | $ | 19,579,812 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,391,521 | β | β | ||||||||
β | SubtotalβTermination-Related Benefits | β | β | $ | 17,045,979 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | SubtotalβTermination-Related Benefits | β | β | $ | 24,243,683 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,391,521 | β | β | ||||||||
β | Annual incentive for full fiscal year | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Annual incentive for full fiscal year | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Total | β | β | $ | 17,609,479 | β | β | β | $ | 3,805,189 | β | β | β | $ | 3,823,564 | β | β | β | $ | 3,779,464 | β | β | Total | β | β | $ | 24,243,683 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,391,521 | β | β | ||||||||
β | Termination without Cause or with Good Reason | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Termination without Cause or with Good Reason | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||
β | Accelerated vesting of RSUs(3) | β | β | $ | 3,598,912 | β | β | β | $ | 1,505,961 | β | β | β | $ | 1,505,961 | β | β | β | $ | 1,505,961 | β | β | Accelerated vesting of RSUs(3) | β | β | $ | 5,365,777 | β | β | β | $ | 2,678,021 | β | β | β | $ | 2,678,021 | β | β | β | $ | 2,610,166 | β | β | ||||||||
β | Cash severance payment(4) | β | β | $ | 2,400,000 | β | β | β | $ | 1,050,000 | β | β | β | $ | 1,125,000 | β | β | β | $ | 945,000 | β | β | Cash severance payment(4) | β | β | $ | 3,150,000 | β | β | β | $ | 1,200,000 | β | β | β | $ | 1,350,000 | β | β | β | $ | 945,000 | β | β | ||||||||
β | Additional benefits(5) | β | β | $ | 46,488 | β | β | β | $ | 16,290 | β | β | β | $ | 15,264 | β | β | β | $ | 23,238 | β | β | Additional benefits(5) | β | β | $ | 46,488 | β | β | β | $ | 16,290 | β | β | β | $ | 15,264 | β | β | β | $ | 23,238 | β | β | ||||||||
β | SubtotalβTermination-Related Benefits | β | β | $ | 6,045,400 | β | β | β | $ | 2,572,251 | β | β | β | $ | 2,646,225 | β | β | β | $ | 2,474,199 | β | β | SubtotalβTermination-Related Benefits | β | β | $ | 8,562,265 | β | β | β | $ | 3,894,311 | β | β | β | $ | 4,043,285 | β | β | β | $ | 3,578,404 | β | β | ||||||||
β | Annual incentive for full fiscal year | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Annual incentive for full fiscal year | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Total | β | β | $ | 6,608,900 | β | β | β | $ | 2,903,001 | β | β | β | $ | 2,995,350 | β | β | β | $ | 2,779,224 | β | β | Total | β | β | $ | 8,562,265 | β | β | β | $ | 3,894,311 | β | β | β | $ | 4,043,285 | β | β | β | $ | 3,578,404 | β | β | ||||||||
β | All Other Terminations (outside of Change in Control) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | All Other Terminations (outside of Change in Control) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||
β | Annual incentive for full fiscal year | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Annual incentive for full fiscal year | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Total | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Total | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Change in Control (no termination) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Change in Control (no termination) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||
β | Annual incentive for full fiscal year | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Annual incentive for full fiscal year | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Total | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Total | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Change in Control with Termination | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Change in Control with Termination | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||
β | Accelerated vesting of stock options(1) | β | β | $ | 6,681,106 | β | β | β | $ | β | β | β | β | $ | β | β | β | β | $ | β | β | β | Accelerated vesting of stock options(1) | β | β | $ | 4,663,871 | β | β | β | $ | β | β | β | β | $ | β | β | β | β | $ | β | β | β | ||||||||
β | Accelerated vesting of RSUs(2) | β | β | $ | 10,364,873 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | β | $ | 3,474,439 | β | β | Accelerated vesting of RSUs(2) | β | β | $ | 19,579,812 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,663,231 | β | β | β | $ | 5,391,521 | β | β | ||||||||
β | Cash severance payment(6) | β | β | $ | 3,600,000 | β | β | β | $ | 1,400,000 | β | β | β | $ | 1,500,000 | β | β | β | $ | 1,260,000 | β | β | Cash severance payment(6) | β | β | $ | 4,725,000 | β | β | β | $ | 1,600,000 | β | β | β | $ | 1,800,000 | β | β | β | $ | 1,260,000 | β | β | ||||||||
β | Additional benefits(7) | β | β | $ | 94,717 | β | β | β | $ | 46,721 | β | β | β | $ | 45,361 | β | β | β | $ | 55,985 | β | β | Additional benefits(7) | β | β | $ | 94,717 | β | β | β | $ | 46,721 | β | β | β | $ | 45,361 | β | β | β | $ | 55,985 | β | β | ||||||||
β | SubtotalβTermination-Related Benefits | β | β | $ | 20,740,696 | β | β | β | $ | 4,921,160 | β | β | β | $ | 5,019,800 | β | β | β | $ | 4,790,424 | β | β | SubtotalβTermination-Related Benefits | β | β | $ | 29,063,400 | β | β | β | $ | 7,309,952 | β | β | β | $ | 7,508,592 | β | β | β | $ | 6,707,506 | β | β | ||||||||
β | Annual incentive for full fiscal year | β | β | $ | 563,500 | β | β | β | $ | 330,750 | β | β | β | $ | 349,125 | β | β | β | $ | 305,025 | β | β | Annual incentive for full fiscal year | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | β | $ | 0 | β | β | ||||||||
β | Total | β | β | $ | 21,304,196 | β | β | β | $ | 5,251,910 | β | β | β | $ | 5,368,925 | β | β | β | $ | 5,095,449 | β | β | Total | β | β | $ | 29,063,400 | β | β | β | $ | 7,309,952 | β | β | β | $ | 7,508,592 | β | β | β | $ | 6,707,506 | β | β |
β | PlanΒ Category | β | Number of securities to be issued upon exercise of outstanding options and rights(4) (a) | β | Weighted-average exercise price of outstanding options and rights(5) (b) | β | Number of securities remaining available for future issuance under plans (excluding securities reflected in column (a))(6) (c) | β | PlanΒ Category | β | Number of securities to be issued upon exercise of outstanding options and rights(3) (a) | β | Weighted-average exercise price of outstanding options and rights(4) (b) | β | Number of securities remaining available for future issuance under plans (excluding securities reflected in column (a)(5) (c) | β | ||||||||||||||||||||||||
β | Equity Compensation Plans Approved by Shareholders(1) | β | β | β | 628,237 | β | β | β | β | β | β | β | β | β | 2,466,167 | β | β | Equity Compensation PlanΒ Approved by Shareholders(1) | β | β | β | β | β | β | β | β | β | β | β | β | β | 1,521,436 | β | β | ||||||
β | Equity Compensation Plans Approved by Shareholders(2) | β | β | β | 800,557 | β | β | β | $ | 11.46 | β | β | β | β | β | β | β | Equity Compensation PlanΒ Approved by Shareholders(2) | β | β | β | 603,756 | β | β | β | $ | 11.46 | β | β | β | β | β | β | β | ||||||
β | Equity Compensation Plans Not Approved by Shareholders(3) | β | β | β | 188,006 | β | β | β | β | β | β | β | β | β | β | β | β | Totals as of DecemberΒ 31, 2023 | β | β | β | 603,756 | β | β | β | $ | 11.46 | β | β | β | β | 1,521,436 | β | β | ||||||
β | Totals as of DecemberΒ 31, 2022 | β | β | β | 1,616,800 | β | β | β | $ | 11.46 | β | β | β | β | 2,466,167 | β | β |
β | ||||||||||||||||
β | 2021 Weighted Options | β | β | β | 2,232,995 | β | β | 2021 Weighted Options | β | β | β | 2,232,995 | β | β | ||
β | 2022 Weighted Options | β | β | β | 4,688,168 | β | β | 2022 Weighted Options | β | β | β | 4,688,168 | β | β | ||
β | Total Options | β | β | β | 603,756 | β | β | Total Options | β | β | β | 603,756 | β | β | ||
β | Total Weighted Options Exercise Price | β | β | $ | 11.46 | β | β | Total Weighted Options Exercise Price | β | β | β | $ | 11.46 | β | β | |
β | β |
β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Value of initial fixed $100 investment based on: | β | (Stated in millions) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | Value of initial fixed $100 investment based on: | β | (Stated in millions) | β | ||||||||||||||||||||||||||||||||||||||||||||||
β | Year | β | Summary Compensation Table Total for CEO(1) | β | Compensation actually paid to CEO(2) | β | Average summary compensation table total for non-CEO NEOs(1)(3) | β | Average compensation actually paid to non-CEO NEOs(3)(4) | β | Total shareholder return(5) | β | Peer group total shareholder return(6) | β | Net income (loss) (millions)(7) | β | Adjusted EBITDA(8) | β | Year | β | Summary Compensation Table Total for CEO(1) | β | Compensation actually paid to CEO(2) | β | Average Summary compensation table total for non-CEO NEOs(1)(3) | β | Average compensation actually paid to non-CEO NEOs(3)(4) | β | Total shareholder return(5) | β | Peer group total shareholder return(6) | β | Net income (loss) (millions)(7) | β | Adjusted EBITDA(8) | β | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | 2022 | β | β | $ | 4,655,099 | β | β | β | $ | 11,566,761 | β | β | β | $ | 1,520,139 | β | β | β | $ | 3,977,064 | β | β | β | $ | 344.07 | β | β | β | $ | 146.82 | β | β | β | $ | (21.8) | β | β | β | $ | 166.7 | β | β | 2023 | β | β | $ | 4,245,778 | β | β | β | $ | 14,314,971 | β | β | β | $ | 1,686,422 | β | β | β | $ | 4,626,577 | β | β | β | $ | 195.69 | β | β | β | $ | 100.02 | β | β | β | $ | 95.6 | β | β | β | $ | 386.7 | β | β | ||||||||||||||||
β | 2021 | β | β | $ | 3,023,513 | β | β | β | $ | 3,525,698 | β | β | β | $ | 1,307,744 | β | β | β | $ | 1,340,698 | β | β | β | $ | 123.96 | β | β | β | $ | 82.83 | β | β | β | $ | (129.0) | β | β | β | $ | 34.7 | β | β | 2022 | β | β | $ | 4,655,100 | β | β | β | $ | 11,566,762 | β | β | β | $ | 1,520,139 | β | β | β | $ | 3,977,064 | β | β | β | $ | 344.07 | β | β | β | $ | 146.82 | β | β | β | $ | (22) | β | β | β | $ | 167 | β | β | ||||||||||||||||
β | 2020 | β | β | $ | 2,923,216 | β | β | β | $ | 2,113,026 | β | β | β | $ | 843,539 | β | β | β | $ | 605,128 | β | β | β | $ | 44.81 | β | β | β | $ | 63.45 | β | β | β | $ | (196.2) | β | β | β | $ | 34.7 | β | β | 2021 | β | β | $ | 3,023,513 | β | β | β | $ | 3,525,698 | β | β | β | $ | 1,307,744 | β | β | β | $ | 1,340,698 | β | β | β | $ | 123.96 | β | β | β | $ | 82.83 | β | β | β | $ | (129.0) | β | β | β | $ | 34.7 | β | β | ||||||||||||||||
β | 2020 | β | β | $ | 2,923,216 | β | β | β | $ | 2,113,026 | β | β | β | $ | 843,539 | β | β | β | $ | 605,128 | β | β | β | $ | 44.81 | β | β | β | $ | 63.45 | β | β | β | $ | (196.2) | β | β | β | $ | 34.7 | β | β |
β | Year | β | Summary Compensation Table Total for CEO | β | Reported Value of Equity Awards(a) | β | Equity Award Adjustments(b) | β | CAP to CEO | β | Year | β | Summary Compensation Table Total for CEO | β | Reported Value of Equity Awards(a) | β | Equity Award Adjustments(b) | β | CAP to CEO | β | ||||||||||||||||||||||||||||||||
β | 2022 | β | β | $ | 4,655,099 | β | β | β | $ | 3,500,000 | β | β | β | $ | 10,411,662 | β | β | β | $ | 11,566,761 | β | β | 2023 | β | β | $ | 4,245,778 | β | β | β | $ | 3,500,000 | β | β | β | $ | 13,569,193 | β | β | β | $ | 14,314,971 | β | β | ||||||||
β | 2021 | β | β | $ | 3,023,513 | β | β | β | $ | 2,055,123 | β | β | β | $ | 2,557,308 | β | β | β | $ | 3,525,698 | β | β | 2022 | β | β | $ | 4,655,100 | β | β | β | $ | 3,500,000 | β | β | β | $ | 10,411,662 | β | β | β | $ | 11,566,762 | β | β | ||||||||
β | 2020 | β | β | $ | 2,923,216 | β | β | β | $ | 1,702,106 | β | β | β | $ | 891,916 | β | β | β | $ | 2,113,026 | β | β | 2021 | β | β | $ | 3,023,513 | β | β | β | $ | 2,055,123 | β | β | β | $ | 2,557,308 | β | β | β | $ | 3,525,698 | β | β | ||||||||
β | 2020 | β | β | $ | 2,923,216 | β | β | β | $ | 1,702,106 | β | β | β | $ | 891,916 | β | β | β | $ | 2,113,026 | β | β |
β | Year | β | Year End Fair Value of Equity Awards Granted During the Year | β | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | β | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | β | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | β | Total Equity Award Adjustments | β | Year | β | Year End Fair Value of Equity Awards Granted During the Year | β | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | β | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | β | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | β | Total Equity Award Adjustments | β | ||||||||||||||||||||||||||||||||||||||||
β | 2022 | β | β | $ | 6,845,809 | β | β | β | $ | 2,496,292 | β | β | β | $ | 960,276 | β | β | β | $ | 109,285 | β | β | β | $ | 10,411,662 | β | β | 2023 | β | β | $ | 6,339,767 | β | β | β | $ | 6,474,053 | β | β | β | $ | 755,373 | β | β | β | $ | β | β | β | β | $ | 13,569,193 | β | β | ||||||||||
β | 2021 | β | β | $ | 1,881,487 | β | β | β | $ | 442,067 | β | β | β | $ | 233,754 | β | β | β | $ | β | β | β | β | $ | 2,557,308 | β | β | 2022 | β | β | $ | 6,845,809 | β | β | β | $ | 2,496,292 | β | β | β | $ | 960,276 | β | β | β | $ | 109,285 | β | β | β | $ | 10,411,662 | β | β | ||||||||||
β | 2020 | β | β | $ | 2,095,566 | β | β | β | $ | (726,808) | β | β | β | $ | (476,842) | β | β | β | $ | β | β | β | β | $ | 891,916 | β | β | 2021 | β | β | $ | 1,881,487 | β | β | β | $ | 442,067 | β | β | β | $ | 233,754 | β | β | β | $ | β | β | β | β | $ | 2,557,308 | β | β | ||||||||||
β | 2020 | β | β | $ | 2,095,566 | β | β | β | $ | (726,808) | β | β | β | $ | (476,842) | β | β | β | $ | β | β | β | β | $ | 891,916 | β | β |
β | Year | β | Summary Compensation Table Avg for Other NEOs | β | Average Reported Value of Equity Awards Other NEOs (a) | β | Average Equity Award Adjustments (b) | β | Average CAP to Other NEOs | β | Year | β | Summary Compensation Table Avg for Other NEOs | β | Average Reported Value of Equity Awards Other NEOs (a) | β | Average Equity Award Adjustments (b) | β | Average CAP to Other NEOs | β | ||||||||||||||||||||||||||||||||
β | 2022 | β | β | $ | 1,520,139 | β | β | β | $ | 850,000 | β | β | β | $ | 3,306,925 | β | β | β | $ | 3,977,064 | β | β | 2023 | β | β | $ | 1,686,422 | β | β | β | $ | 950,000 | β | β | β | $ | 3,890,155 | β | β | β | $ | 4,626,577 | β | β | ||||||||
β | 2021 | β | β | $ | 1,307,744 | β | β | β | $ | 747,198 | β | β | β | $ | 780,152 | β | β | β | $ | 1,340,698 | β | β | 2022 | β | β | $ | 1,520,139 | β | β | β | $ | 850,000 | β | β | β | $ | 3,306,925 | β | β | β | $ | 3,977,064 | β | β | ||||||||
β | 2020 | β | β | $ | 843,539 | β | β | β | $ | 155,509 | β | β | β | $ | (82,902) | β | β | β | $ | 605,128 | β | β | 2021 | β | β | $ | 1,307,744 | β | β | β | $ | 747,198 | β | β | β | $ | 780,152 | β | β | β | $ | 1,340,698 | β | β | ||||||||
β | 2020 | β | β | $ | 843,539 | β | β | β | $ | 155,509 | β | β | β | $ | (82,902) | β | β | β | $ | 605,128 | β | β |
β | Year | β | Year End Fair Value of Equity Awards Granted During the Year | β | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | β | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | β | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | β | Total Equity Award Adjustments | β | Year | β | Year End Fair Value of Equity Awards Granted During the Year | β | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | β | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | β | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | β | Total Equity Award Adjustments | β | ||||||||||||||||||||||||||||||||||||||||
β | 2022 | β | β | $ | 1,662,561 | β | β | β | $ | 1,285,278 | β | β | β | $ | 347,137 | β | β | β | $ | 11,949 | β | β | β | $ | 3,306,925 | β | β | 2023 | β | β | $ | 1,720,761 | β | β | β | $ | 1,883,483 | β | β | β | $ | 285,911 | β | β | β | $ | β | β | β | β | $ | 3,890,155 | β | β | ||||||||||
β | 2021 | β | β | $ | 629,127 | β | β | β | $ | 78,323 | β | β | β | $ | 72,703 | β | β | β | $ | β | β | β | β | $ | 780,152 | β | β | 2022 | β | β | $ | 1,662,561 | β | β | β | $ | 1,285,278 | β | β | β | $ | 347,137 | β | β | β | $ | 11,949 | β | β | β | $ | 3,306,925 | β | β | ||||||||||
β | 2020 | β | β | $ | 259,381 | β | β | β | $ | (168,640) | β | β | β | $ | (173,643) | β | β | β | $ | β | β | β | β | $ | (82,902) | β | β | 2021 | β | β | $ | 629,127 | β | β | β | $ | 78,323 | β | β | β | $ | 72,703 | β | β | β | $ | β | β | β | β | $ | 780,152 | β | β | ||||||||||
β | 2020 | β | β | $ | 259,381 | β | β | β | $ | (168,640) | β | β | β | $ | (173,643) | β | β | β | $ | β | β | β | β | $ | (82,902) | β | β |
β | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EVERY βONE YEARβ ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | β | β | β |
β | β | β | Fiscal Year Ended DecemberΒ 31, 2022 | β | Fiscal Year Ended DecemberΒ 31, 2021 | β | β | β | Fiscal Year Ended DecemberΒ 31, 2023 | β | Fiscal Year Ended DecemberΒ 31, 2022 | β | ||||||||||||||||
β | Audit Fees(1) | β | β | $ | 2,788,000 | β | β | β | $ | 913,115 | β | β | Audit Fees(1) | β | β | $ | 1,753,415 | β | β | β | $ | 2,788,880 | β | β | ||||
β | Audit-Related Fees(2) | β | β | β | 16,000 | β | β | β | β | 50,000 | β | β | Audit-Related Fees(2) | β | β | β | β | β | β | β | β | 16,000 | β | β | ||||
β | Tax Fees(3) | β | β | β | 5,000 | β | β | β | β | 17,400 | β | β | Tax Fees(3) | β | β | β | β | β | β | β | β | 5,000 | β | β | ||||
β | All Other Fees(4) | β | β | β | 545,000 | β | β | β | β | 745,837 | β | β | All Other Fees(4) | β | β | β | 22,993 | β | β | β | β | 545,000 | β | β | ||||
β | Total | β | β | $ | 3,354,000 | β | β | β | $ | 1,723,844 | β | β | Total | β | β | $ | 1,776,408 | β | β | β | $ | 3,354,880 | β | β |
β | β’ the firmβs independence and objectivity; β β’ the firmβs capability and expertise in handling the breadth and complexity of Tidewaterβs global operations; β β’ the length of time the firm has been engaged; β β’ the extent and quality of the firmβs communications with the Audit Committee; β | β | β | β’ the feedback from management of PricewaterhouseCooperβs overall performance; β β’ other data related to audit qualify and performance, including recent Public Company Accounting Oversight Board (βPCAOBβ) inspection reports; and β β’ the appropriateness of the firmβs fees, β | β |
β | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE βFORβ RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANYβS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, | β | β | β |
Name and Address of Beneficial Owner | β | Amount and Nature of Beneficial Ownership | β | Percent of Class(1) | β | β | Amount and Nature of Beneficial Ownership | β | Percent of Class of Common Stock(*) | β | ||||||||||||||||
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 | β | β | β | 8,099,470(2) | β | β | β | β | 18.59% | β | β | β | β | β | 5,164,825(1) | β | β | β | β | 9.80% | β | β | ||||
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | β | β | β | 3,829,340(2) | β | β | β | β | 7.25% | β | β | |||||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | β | β | β | 3,427,336(3) | β | β | β | β | 6.50% | β | β | |||||||||||||||
Robert E. Robotti c/o Robotti & Company, Incorporated 125 Park Avenue, Suite 1607 New York, New York 10017 | β | β | β | 4,053,890(3) | β | β | β | β | 7.92% | β | β | β | β | β | 3,429,065(4) | β | β | β | β | 6.50% | β | β | ||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | β | β | β | 3,381,603(4) | β | β | β | β | 6.70% | β | β | |||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | β | β | β | 2,646,378(5) | β | β | β | β | 5.24% | β | β | |||||||||||||||
Neuberger Berman Group LLC 1290 Avenue of the Americas New York, NY 10104 USA | β | β | β | 3,115,246(5) | β | β | β | β | 5.90% | β | β |
β | Name of Beneficial Owner | β | Amount and Nature of Beneficial Ownership(1) | β | Percent of Class of Common Stock | β | Name of Beneficial Owner | β | Amount and Nature of Beneficial Ownership(1) | β | Percent of Class of Common Stock | β | ||||||||||||||||
β | Current Directors | β | β | β | β | β | β | β | β | β | β | β | Current Directors | β | β | β | β | β | β | β | β | β | β | β | ||||
β | Darron M. Anderson | β | β | β | 40,540 | β | β | β | β | * | β | β | Darron M. Anderson | β | β | β | 43,197 | β | β | β | β | * | β | β | ||||
β | Melissa Cougle | β | β | β | 15,645 | β | β | β | β | * | β | β | Melissa Cougle | β | β | β | 18,302 | β | β | β | β | * | β | β | ||||
β | Dick Fagerstal | β | β | β | 66,893 | β | β | β | β | * | β | β | Dick Fagerstal | β | β | β | 69,150 | β | β | β | β | * | β | β | ||||
β | Quintin V. Kneen | β | β | β | 505,215 | β | β | β | β | * | β | β | Quintin V. Kneen | β | β | β | 537,051 | β | β | β | β | 1.02% | β | β | ||||
β | Louis A. Raspino | β | β | β | 68,518 | β | β | β | β | * | β | β | Louis A. Raspino | β | β | β | 71,175 | β | β | β | β | * | β | β | ||||
β | Larry T. Rigdon(2) | β | β | β | 120,011 | β | β | β | Robert Robotti(2) | β | β | β | 3,429,065 | β | β | β | β | 6.50% | β | β | ||||||||
β | Robert Robotti(3) | β | β | β | 4,053,890 | β | β | β | β | 7.92% | β | β | Kenneth H. Traub | β | β | β | 87,479 | β | β | β | β | * | β | β | ||||
β | Kenneth H. Traub | β | β | β | 84,822 | β | β | β | β | * | β | β | Lois K. Zabrocky | β | β | β | 48,009 | β | β | β | β | * | β | β | ||||
β | Lois K. Zabrocky | β | β | β | 45,352 | β | β | β | β | * | β | β | Named Executives(3) | β | β | β | β | β | β | β | β | β | β | β | ||||
β | Named Executives(4) | β | β | β | β | β | β | β | β | β | β | β | Samuel R. Rubio | β | β | β | 59,521 | β | β | β | β | * | β | β | ||||
β | Samuel R. Rubio | β | β | β | 92,093 | β | β | β | β | * | β | β | David E. Darling | β | β | β | 47,448 | β | β | β | β | * | β | β | ||||
β | David E. Darling | β | β | β | 73,582 | β | β | β | β | * | β | β | Daniel A. Hudson | β | β | β | 67,857 | β | β | β | β | * | β | β | ||||
β | Daniel A. Hudson | β | β | β | 65,439 | β | β | β | β | * | β | β | All current directors and executive officers as a group (11Β persons) | β | β | β | 4,370,922(4) | β | β | β | β | 8.33% | β | β | ||||
β | All current directors and executive officers as a group (12 persons) | β | β | β | 4,913,262(5) | β | β | β | β | 9.59% | β | β |
β | β | β | β | Shares Acquirable within 60Β days upon Exercise | β | |||||||||
β | Named Executive | β | β | Legacy GLF Equity Warrants | β | β | Stock Options | β | ||||||
β | Mr.Β Kneen | β | β | β | β | 8,025 | β | β | β | β | β | 318,738 | β | β |
β | Mr.Β Rubio | β | β | β | β | 2,326 | β | β | β | β | β | β | β | β |
β | β | β | β | Shares Acquirable within 60Β days upon Exercise | β | |||||||||
β | Named Executive | β | β | Legacy GLF Equity Warrants | β | β | Stock Options | β | ||||||
β | Mr.Β Kneen | β | β | β | β | 8,025 | β | β | β | β | β | β | β | β |
β | Mr.Β Rubio | β | β | β | β | 2,326 | β | β | β | β | β | β | β | β |
Proposal | β | β | Your Voting Options | β | β | Voting Recommendation of the Board | β | β | Vote Required for Approval | β | β | Effect of Abstentions | β | β | Effect of Broker Non-Votes | β |
Election of directors | β | β | You may vote βFORβ or βAGAINSTβ each nominee or choose to βABSTAINβ from voting. | β | β | The Board recommends you vote FOR each of the eight nominees. | β | β | Each nominee is elected by a majority ofvotes cast | β | β | No effect | β | β | No effect | β |
Say-on-pay vote (advisory) | β | β | You may vote βFORβ or βAGAINSTβ this proposal or choose to βABSTAINβ from voting. | β | β | The Board recommends you vote FOR approval of our executive compensation as disclosed in this proxy statement. | β | β | Affirmative voteof a majority of the shares present in person or represented by proxy and entitled to vote on the matter | β | β | Will count as a vote AGAINST this proposal | β | β | No effect | β |
Frequency of say-on-pay vote | β | β | You may vote FOR a say-on-pay vote to occur annually, every twoΒ years or every threeΒ years | β | β | The Board recommends you vote FOR future say-on-pay votes to occur annually | β | β | Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the frequency | β | β | Will count as a vote AGAINST this proposal | β | β | No effect | β |
Ratification of our selection of PwC as our auditors | β | β | You may vote βFORβ or βAGAINSTβ this proposal or choose to βABSTAINβ from voting. | β | β | The Board recommends you vote FOR ratification of our selection of auditors. | β | β | Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter | β | β | Will count as a vote AGAINST this proposal | β | β | Not applicable (this is a routine matter for which brokers have discretionary | β |
β | β | β | Three Months Ended | β | β | β | Three Months Ended | β | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | DecemberΒ 31, 2022 | β | SeptemberΒ 30, 2022 | β | JuneΒ 30, 2022 | β | MarchΒ 31, 2022 | β | DecemberΒ 31, 2021 | β | β | β | DecemberΒ 31, 2023 | β | SeptemberΒ 30, 2023 | β | JuneΒ 30, 2023 | β | MarchΒ 31, 2023 | β | DecemberΒ 31, 2022 | β | ||||||||||||||||||||||||||||||||||||||||
β | Net income (loss) | β | β | $ | 10,182 | β | β | β | $ | 4,910 | β | β | β | $ | (25,014) | β | β | β | $ | (12,271) | β | β | β | $ | (38,079) | β | β | Net income | β | β | $ | 37,328 | β | β | β | $ | 25,549 | β | β | β | $ | 21,928 | β | β | β | $ | 10,816 | β | β | β | $ | 10,182 | β | β | ||||||||||
β | Interest and other debt costs | β | β | β | 4,339 | β | β | β | β | 4,391 | β | β | β | β | 4,284 | β | β | β | β | 4,175 | β | β | β | β | 3,417 | β | β | Interest and other debt costs | β | β | β | 20,263 | β | β | β | β | 19,288 | β | β | β | β | 4,731 | β | β | β | β | 4,190 | β | β | β | β | 4,339 | β | β | ||||||||||
β | Income tax (benefit) expense | β | β | β | 1,697 | β | β | β | β | 6,352 | β | β | β | β | 6,619 | β | β | β | β | 5,218 | β | β | β | β | (3,047) | β | β | Income tax expense | β | β | β | 10,793 | β | β | β | β | 9,260 | β | β | β | β | 11,284 | β | β | β | β | 11,971 | β | β | β | β | 1,697 | β | β | ||||||||||
β | Depreciation | β | β | β | 20,983 | β | β | β | β | 22,252 | β | β | β | β | 22,614 | β | β | β | β | 17,673 | β | β | β | β | 18,618 | β | β | Depreciation | β | β | β | 42,788 | β | β | β | β | 43,845 | β | β | β | β | 21,096 | β | β | β | β | 21,048 | β | β | β | β | 20,983 | β | β | ||||||||||
β | Amortization of deferred drydock and survey costs | β | β | β | 8,898 | β | β | β | β | 8,604 | β | β | β | β | 9,152 | β | β | β | β | 8,984 | β | β | β | β | 9,670 | β | β | Amortization of deferred drydock and survey costs | β | β | β | 16,379 | β | β | β | β | 13,885 | β | β | β | β | 11,672 | β | β | β | β | 9,618 | β | β | β | β | 8,898 | β | β | ||||||||||
β | EBITDA(A)(B)(C) | β | β | β | 46,099 | β | β | β | β | 46,509 | β | β | β | β | 17,655 | β | β | β | β | 23,779 | β | β | β | β | (9,421) | β | β | Amortization of below market contracts | β | β | β | (1,894) | β | β | β | β | (1,906) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||
β | Long-lived asset impairment (credit) and other | β | β | β | β | β | β | β | β | 1,214 | β | β | β | β | β | β | β | β | β | (500) | β | β | β | β | 13,476 | β | β | EBITDA(A)(B)(C) | β | β | β | 125,657 | β | β | β | β | 109,921 | β | β | β | β | 70,711 | β | β | β | β | 57,643 | β | β | β | β | 46,099 | β | β | ||||||||||
β | Affiliate credit loss impairment expense | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 1,400 | β | β | Non-cash indemnification assets charge | β | β | β | (70) | β | β | β | β | 1,184 | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | ||||||||||
β | Loss on early extinguishment of debt | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | 11,100 | β | β | Non-cash stock compensation expense | β | β | β | 3,508 | β | β | β | β | 2,496 | β | β | β | β | 2,648 | β | β | β | β | 2,103 | β | β | β | β | 2,028 | β | β | ||||||||||
β | Loss on warrants | β | β | β | β | β | β | β | β | β | β | β | β | β | 14,175 | β | β | β | β | β | β | β | β | β | β | β | β | Acquisition, restructuring and integration related costs | β | β | β | 2,177 | β | β | β | β | 6,079 | β | β | β | β | 1,242 | β | β | β | β | 1,426 | β | β | β | β | 5,150 | β | β | ||||||||||
β | Gain on bargain purchase | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | (1,300) | β | β | β | β | β | β | β | Adjusted EBITDA(A)(B)(C) | β | β | $ | 131,272 | β | β | β | $ | 119,680 | β | β | β | $ | 74,601 | β | β | β | $ | 61,172 | β | β | β | $ | 53,277 | β | β | ||||||||||
β | One-time acquisition, restructuring and integration related costs | β | β | β | 5,150 | β | β | β | β | 4,332 | β | β | β | β | 7,314 | β | β | β | β | 2,305 | β | β | β | β | 221 | β | β | |||||||||||||||||||||||||||||||||||||
β | Adjusted EBITDA(A)(B)(C) | β | β | $ | 51,249 | β | β | β | $ | 52,055 | β | β | β | $ | 39,144 | β | β | β | $ | 24,284 | β | β | β | $ | 16,776 | β | β |
β | β | β | β | Three Months Ended | β | |||||||||||||||||||||||||||
β | β | β | β | DecemberΒ 31, 2022 | β | β | SeptemberΒ 30, 2022 | β | β | JuneΒ 30, 2022 | β | β | MarchΒ 31, 2022 | β | β | DecemberΒ 31, 2021 | β | |||||||||||||||
β | Net cash provided by (used in) operating activities(A) | β | β | β | $ | 45,340 | β | β | β | β | $ | 28,113 | β | β | β | β | $ | (21,603) | β | β | β | β | $ | (11,624) | β | β | β | β | $ | 6,938 | β | β |
β | Cash interest expense | β | β | β | β | 7,575 | β | β | β | β | β | 353 | β | β | β | β | β | 7,626 | β | β | β | β | β | β | β | β | β | β | β | 3,664 | β | β |
β | Interest income and other | β | β | β | β | (981) | β | β | β | β | β | (581) | β | β | β | β | β | (349) | β | β | β | β | β | (2,186) | β | β | β | β | β | (1,426) | β | β |
β | Additions to property and equipment | β | β | β | β | (4,929) | β | β | β | β | β | (6,328) | β | β | β | β | β | (4,151) | β | β | β | β | β | (1,229) | β | β | β | β | β | (6,368) | β | β |
β | Acquisitions | β | β | β | β | β | β | β | β | β | β | 8,785 | β | β | β | β | β | (28,486) | β | β | β | β | β | (1,039) | β | β | β | β | β | β | β | β |
β | Expansion capital | β | β | β | β | 1,240 | β | β | β | β | β | (8,441) | β | β | β | β | β | 28,678 | β | β | β | β | β | 1,207 | β | β | β | β | β | 2,302 | β | β |
β | Free cash flow before proceeds from asset sales | β | β | β | β | 48,245 | β | β | β | β | β | 21,901 | β | β | β | β | β | (18,285) | β | β | β | β | β | (14,871) | β | β | β | β | β | 5,110 | β | β |
β | Proceeds from asset sales | β | β | β | β | 5,093 | β | β | β | β | β | 312 | β | β | β | β | β | 3,535 | β | β | β | β | β | 4,628 | β | β | β | β | β | 54 | β | β |
β | Free cash flow | β | β | β | $ | 53,338 | β | β | β | β | $ | 22,213 | β | β | β | β | $ | (14,750) | β | β | β | β | $ | (10,243) | β | β | β | β | $ | 5,164 | β | β |
β | β | β | β | Three Months Ended | β | |||||||||||||||||||||||||||
β | β | β | β | DecemberΒ 31, 2023 | β | β | SeptemberΒ 30, 2023 | β | β | JuneΒ 30, 2023 | β | β | MarchΒ 31, 2023 | β | β | DecemberΒ 31, 2022 | β | |||||||||||||||
β | Net cash provided by operating activities(A) | β | β | β | $ | 47,231 | β | β | β | β | $ | 34,939 | β | β | β | β | $ | 9,741 | β | β | β | β | $ | 12,794 | β | β | β | β | $ | 45,340 | β | β |
β | Cash interest expense | β | β | β | β | 18,186 | β | β | β | β | β | 606 | β | β | β | β | β | 7,748 | β | β | β | β | β | 98 | β | β | β | β | β | 7,575 | β | β |
β | Interest income and other | β | β | β | β | (3,029) | β | β | β | β | β | (568) | β | β | β | β | β | (2,790) | β | β | β | β | β | (130) | β | β | β | β | β | (981) | β | β |
β | Indemnification assets charge | β | β | β | β | 70 | β | β | β | β | β | (1,184) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | Additions to property and equipment | β | β | β | β | (8,386) | β | β | β | β | β | (5,702) | β | β | β | β | β | (8,849) | β | β | β | β | β | (8,651) | β | β | β | β | β | (4,929) | β | β |
β | Acquisitions | β | β | β | β | β | β | β | β | β | β | (594,191) | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β | β |
β | Expansion capital | β | β | β | β | 1,034 | β | β | β | β | β | 594,252 | β | β | β | β | β | 2,493 | β | β | β | β | β | 109 | β | β | β | β | β | 1,240 | β | β |
β | β | β | β | β | β | 55,106 | β | β | β | β | β | 28,152 | β | β | β | β | β | 8,343 | β | β | β | β | β | 4,220 | β | β | β | β | β | 48,245 | β | β |
β | Proceeds from asset sales | β | β | β | β | 5,902 | β | β | β | β | β | 945 | β | β | β | β | β | 2,943 | β | β | β | β | β | 5,716 | β | β | β | β | β | 5,093 | β | β |
β | Free cash flow | β | β | β | $ | 61,008 | β | β | β | β | $ | 29,097 | β | β | β | β | $ | 11,286 | β | β | β | β | $ | 9,936 | β | β | β | β | $ | 53,338 | β | β |
β | β | β | Three Months Ended | β | β | β | Three Months Ended | β | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
β | β | β | DecemberΒ 31, 2022 | β | SeptemberΒ 30, 2022 | β | JuneΒ 30, 2022 | β | MarchΒ 31, 2022 | β | DecemberΒ 31, 2021 | β | β | β | DecemberΒ 31, 2023 | β | SeptemberΒ 30, 2023 | β | JuneΒ 30, 2023 | β | MarchΒ 31, 2023 | β | DecemberΒ 31, 2022 | β | ||||||||||||||||||||||||||||||||||||||||
β | Cash provided by (used in) changes in assets and liabilities, excluding drydock payments | β | β | $ | 16,018 | β | β | β | $ | 1,913 | β | β | β | $ | (27,697) | β | β | β | $ | (13,401) | β | β | β | $ | 265 | β | β | Cash provided by (used in) changes in assets and liabilities, excluding drydock payments | β | β | $ | (24,083) | β | β | β | $ | (29,286) | β | β | β | $ | (23,447) | β | β | β | $ | 2,295 | β | β | β | $ | 16,018 | β | β | ||||||||||
β | Cash paid for deferred drydock and survey costs | β | β | β | (12,117) | β | β | β | β | (12,820) | β | β | β | β | (18,451) | β | β | β | β | (12,612) | β | β | β | β | (9,894) | β | β | Cash paid for deferred drydock and survey costs | β | β | β | (24,069) | β | β | β | β | (20,618) | β | β | β | β | (21,366) | β | β | β | β | (31,325) | β | β | β | β | (12,117) | β | β | ||||||||||
β | Total sources (uses) of cash for changes in assets and liabilities | β | β | $ | 3,901 | β | β | β | $ | (10,907) | β | β | β | $ | (46,148) | β | β | β | $ | (26,013) | β | β | β | $ | (9,629) | β | β | Total sources (uses) of cash for changes in assets and liabilities | β | β | $ | (48,152) | β | β | β | $ | (49,904) | β | β | β | $ | (44,813) | β | β | β | $ | (29,030) | β | β | β | $ | 3,901 | β | β |