Committee reviews the composition of the full Board at least annually to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications.

In identifying new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from Nominating and Corporate Governance Committee members, other members of the board of directors,Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the board of directors,Board, considers each candidate’s personal qualifications and how such personal qualifications effectively address the then perceivedthen-perceived current needs of the Board. Appropriate personalThe minimum qualifications and criteria for membership on the Board include the following:

 

experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

 

•	experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;
•	proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;
•	complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
•	an understanding of the Company’s businesses and the environment in which it operates; and
•	diversity as to business experiences, educational and professional backgrounds and ethnicity.

proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;

 

9	2018 Proxy Statement

complementary professional skills and experience addressing the complex issues facing a multifaceted international organization; and

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Table

an understanding of Contents

the Company’s businesses and the environment in which it operates.

The Nominating and Corporate Governance Committee also considers the diversity of the Board as well as potential candidates as to business experiences, educational and professional backgrounds and gender, race and ethnicity in recruiting and recommending candidates for election.

After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. The Nominating and Corporate Governance Committee has the power to retain outside counsel, director search and recruitment consultants or other experts and will receive from the Company adequate funding, as determined by the Nominating and Corporate Governance Committee, for payment of reasonable compensation to such advisors.

Having evaluated the Board candidates set forth below under Proposal No. 1 pursuant to these processes and criteria, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the incumbent directorspersons named belowin the “Standing Director Nominees” section of this Proxy Statement for re-election.election.

Stockholder Recommendations. The Nominating and Corporate Governance Committee will consider director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the same procedures required under the By-Laws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under the “Stockholder Proposals for 2019the 2025 Annual Meeting” below.section of this Proxy Statement. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive. There have been no changes to these procedures over the last fiscal year. The Company will report any material change to this procedure in an appropriate filing with the SEC and will make any such changes available promptly on the SEC Filings“SEC Filings” section of the Company’s website at www.seacormarine.com.

Communications with the Board or Independent Directors

Stockholders or interested parties who wish to communicate with the Board, the Non-Executive Chairman and/or independent directors, may do so by writing in care of the Company’s Corporate Secretary, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to:to SEACOR Marine Holdings Inc., Attn: Corporate Secretary, 7910 Main Street, 2nd Floor, Houma, Louisiana 70360.12121 Wickchester Lane, Suite 500, Houston, Texas 77079 or by email to corporatesecretary@seacormarine.com. The independent directors have

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established procedures for handling communications from stockholders of the Company and directed the Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the Non-Executive Chairman and independent directors. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. These procedures are publishedavailable on the Company’s website, at www.seacormarine.com, by clickingnavigating to “Investors,” thenand clicking “Corporate Governance” and then “Governance Documents” (entitled Procedures“Procedures for Addressing Complaints)Complaints”). Such complaints, reports or concerns may be communicated to the Company’s General Counsel or the Chairman of the Audit Committee through a toll-free hotline at +1 (844) 359-7729 or through an internet based reporting tool provided by NAVEX Global (www.seacormarine.ethicspoint.com), each availableof which ensures that the communications are made on an anonymous and confidential basis. Complaints received are logged by the General Counsel, communicated to the Chairman of the Audit Committee and then investigated by the General Counsel under the supervision of the Audit Committee, byunless the General Counsel.Audit Committee determines a different approach is required. These procedures permit the retention of counsel, accountants and consultants to help with such investigations. In accordance with Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), these procedures prohibit the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.

10	2018 Proxy Statement

Risk Oversight

The Company’s business, financial condition, results of operations, financial conditioncash flows and cash flowsprospects can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers, employees, and internal and independent auditors, all of whom are entrusted to develop a balanced and prudent approach to risk.

The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal compliance, business development, changing business conditions, cyber-securityexecutive compensation, ESG initiatives, cybersecurity and information technology systems. The Chief Executive Officer, with the assistance of the Chief Financial Officer, Chief Accounting Officer, General Counsel, Executive Vice Presidents, Senior Vice Presidents, other key executivesofficers and external legal counsel, is responsible for, among other risk management measures:

The Board has reviewed and evaluated, and expects to routinely review and evaluate, the Company’s risk profile to ensure that the measures implemented by the Company are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Chief Executive Officer and the rest of the senior management team with members of the Board both through informal communications, such as e-mail,email, telephone conference and in-person meetings, and during formal Board

12

meetings. Senior management regularly makes formal presentations to the Board regarding risk management issues at least once per year. Our Non-Executive Chairmen, as well as Chairman and certain other Board members are intimately familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in dialogue with the Chief Executive Officer and appropriate members of senior management regarding such risks. In addition, when the Board reviews particular transactions and initiatives that require Board approval, or that otherwise merit Board involvement, the Board generally includes related risk analysis and mitigation plans among the matters addressed with management.

The Board also oversees cybersecurity risks. See the “Cybersecurity Risk Management” section of this Proxy Statement for additional information regarding the Company’s cybersecurity risk management program.

The Audit Committee, together with senior management, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company’s compliance with internal controls and disclosure controls and procedures, and other factors that could interfere with the Company’s reporting obligations, as well as the successful implementation of the Company’s strategic plan. The Audit Committee also reviews the adequacy of the Company’s risk management policies and procedures and meets privately with companyCompany employees and the General Counsel to consider recommendations regarding policies related to risk management. In addition, senior management works closely with the General Counsel to facilitate compliance with foreign and domestic laws and regulations. The General Counsel also reports to the Board on companyCompany programs and initiatives that educate employees on these laws, regulations and any updates thereto, and facilitates the Company’s compliance therewith.

The Compensation Committee oversees the Company’s compensation programs and oversees and evaluates risks relating to its compensation programs and human capital management more generally. The General Counsel keeps the Compensation Committee updated on matters relating to retention of key employees, employee satisfaction, team member diversity and related matters.

The Nominating and Corporate Governance Committee oversees the Company’s ESG program and sustainability initiatives, including the Company’s Sustainability Council. See the “ESG and Sustainability Council” section of this Proxy Statement for additional information regarding the Company’s sustainability initiatives, including the publication of the Sustainability Council’s Inaugural Sustainability Report.

The Board believes that senior management’s procedures,significant involvement in risk management and mitigation, combined with Board, and Audit Committee and Nominating and Corporate Governance Committee oversight, enableenables the Company to properly and comprehensively assess risk from both an enterprise-wide and divisional perspective, thereby managing and observing the most substantive risks at each level within the Company.

Cybersecurity Risk Management

Senior management meets periodically with our Board to assess cybersecurity risks and to evaluate the status of our cybersecurity efforts. These efforts are led by our director of technology, who reports directly to our Chief Financial Officer. To address cyber risks, the Company maintains a global set of security policies and standards and regularly evaluates response readiness, disaster recovery or business continuity considerations. In addition, all employees receive annual cybersecurity and phishing training. Our cybersecurity team also consults with industry peers and engages third parties as needed to assess areas of risk as well as the overall maturity of our cybersecurity program.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted a set of Corporate Governance Guidelines, a Code of Business Conduct &and Ethics and a Supplemental Code of Ethics. A copy of each of these documents, along with the charters of each of the committees described above, is available on the Company’s website at https://ir.seacormarine.com,www.seacormarine.com by navigating to “Investors,” and clicking “Corporate Governance” then “Governance Documents”Governance,” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 7910 Main Street, 2nd Floor, Houma, Louisiana 70360.12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

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The Corporate Governance Guidelines address areas such as director responsibilities and qualifications, director compensation, management succession, board committees and annual self-evaluation. The Code of Business Conduct &and Ethics is applicable to the Company’s directors, officers and employees and the Supplemental Code of Ethics is applicable to the Company’s Chairman, the Company’s Chief Executive Officer, the Chief Financial Officer and other senior financial officers. The Company will disclose future amendments to, or waivers from, certain provisions of the Supplemental Code of Ethics on its website within two business days following the date of such amendment or waiver.

ESG and Sustainability Council

11	2018 Proxy Statement

Environmental Sustainability: We recognize and are preparing for the dual challenges of the energy transition and climate change. Our Company is continually adapting its business to adjust to the changing landscape and has increased its focus on reducing fuel consumption and carbon emissions, supporting alternative energy sources and using new technologies to increase the sustainability of our operations and reduce environmental impacts. We are leveraging technology to move the sector forward towards more environmentally friendly processes, leaning into hybrid power solutions and other technologies. We are a pioneer in the use of hybrid power technology, a solution that reduces fuel consumption and emissions by up to 20%, and as of April 1, 2024 we have equipped seven of our twenty-one owned platform supply vessels (“PSVs”) with hybrid battery power systems. Additionally, we have committed to acquire four additional hybrid power systems that will be installed on four of our PSVs, with completion anticipated in 2025. As an industry leader, we are encouraged by the International Maritime Organization’s (“IMO”) strategy on the reduction of greenhouse gases (“GHG”) in international shipping and lowering emissions overall. We continue to evaluate and improve our operational efficiencies across our organization, reduce our fuel consumption and carbon intensity, and ensure compliance with emissions-related regulatory demands.

We are also committed to improving ocean health through pollution prevention and ballast water management, and are reducing the amount of waste produced by our operations to minimize our environmental impact. Our vessels are in full compliance with all laws and regulations with respect to oil spill prevention, and are fully compliant with the current IMO Ballast Water Management Convention (“IMO BWM Convention”). Since 2020, we have been focused on, and continue to explore, initiatives to reduce waste both in our shoreside operations and on board our vessels, including initiatives related to reducing water consumption, plastic waste, lubricant waste, cleaning product waste, office and paper waste, food waste and vessel recycling. The initiatives span our entire business.

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PROPOSAL NO. 1

Election of Directors

ELECTION OF DIRECTORS

The Board has nominated the people listed below for election as directors, each to serve until the next Annual Meetingannual meeting of Stockholdersstockholders or until his or her successor is duly elected and qualified. Although not anticipated, if any of the nominees becomes unavailable for any reason, the Board in its discretion may designate a substitute nominee. If a stockholder has filled out the accompanying proxy card, that stockholder’s vote will be cast for the substitute nominee.

The following table sets forth information with respect to each nominee for election as a director as of the date of this Proxy Statement:

______________________

Standing Director Nominees

Charles Fabrikant has been a member of the Board and has served as Non-Executive Chairman of the Board since June 1, 2017. Mr. Fabrikant is the Executive Chairman of the Board, President and Chief Executive Officer of SEACOR Holdings and has been a director of SEACOR Holdings and several of its subsidiaries since its inception in 1989. Effective February 23, 2015, Mr. Fabrikant was appointed President and Chief Executive Officer of SEACOR Holdings, a position he had resigned from in September 2010 when he was designated Executive Chairman of the Board of SEACOR Holdings. Mr. Fabrikant is a Director of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004 and Era Group Inc., an international helicopter operator, since January 2013. In addition, he is President of Fabrikant International Corporation, a privately owned corporation engaged in marine investments.

We believe that with over 30 years of experience in the maritime, transportation, investment and environmental industries, and his position as the founder of SEACOR Holdings, Mr. Fabrikant’s broad experience and deep understanding of our business makes him uniquely qualified to serve as Non-Executive Chairman of the Board.

John Gellert has served as our President and Chief Executive Officer and a member of our Board since June 1, 2017. Prior to the Spin-off, Mr. Gellert was the Co-Chief Operating Officer of SEACOR Holdings since February 23, 2015 and from May 2004 to February 2015, Senior Vice President of SEACOR Holdings. In July 2005, Mr. Gellert was appointed President of SEACOR Holdings’ Offshore Marine Services segment, a capacity in which he served until the Spin-off. Since June 1992, when Mr. Gellert joined SEACOR Holdings, until July 2005, he had various financial, analytical, chartering and marketing roles within SEACOR Holdings. In addition, Mr. Gellert is an officer and director of certain Company subsidiaries.

12	2018 Proxy Statement

As our Chief Executive Officer, Mr. Gellert provides valuable insight to the Board on our day-to-day operations. In addition, Mr. Gellert’s long tenure with us allows him to provide valuable insight to the Board about the competitive dynamics of our industry.

Andrew R. Morse has been a member of the Board since his appointment in May 2017.2017 and has served as Non-Executive Chairman of the Board since June 2021. Mr. Morse served on the SEACOR Holdings board of directors from June 1998 to May 2017. Mr. Morse has been a Managing Directormanaging director and Senior Portfolio Managersenior portfolio manager of Morse, Towey and White, a wholly-owned wealth management unit of High Tower Advisors Inc., a Chicago basedChicago-based firm of investment advisors since July 31, 2010. In addition, Mr. Morse servesserved on the Boardboard of Directorsdirectors and on the Audit Committeeaudit committee of High Tower Advisors Inc. from July 31, 2010, until January 2018. Mr. Morse was a Managing Directormanaging director and Senior Portfolio Managersenior portfolio manager of UBS Financial Services, Inc., from October 2001 until July 2010. Mr. Morse was Senior Vice President-Investmentssenior vice president-investments of Salomon Smith Barney Inc. of New York, an investment banking firm, and Smith Barney Inc., its predecessor, from March 1993 to October 2001. Mr. Morse sits on numerous philanthropic boards and is Treasurertreasurer of the American Committee of the Weizmann Institute of Science and serves on the Management Committee of the Weizmann Institute of Science in Rehovot, Israel.Science. Mr. Morse served as a director of Seabulk International, Inc., both before and following its merger with SEACOR Holdings in July 2005 until March 2006. In December 2015, Mr. Morse became a member of the Boardboard of Managersmanagers of KGP Realty, a private residential property management company.

We believe that Mr. Morse’s deep experience in wealth management and corporate finance provides a valuable resource to the Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, hisMr. Morse’s finance experience through advising high net worth individuals and investment entities will addadds a valuable perspective to the Board. In addition, foreign governments have sought his experience on international corporate finance with respect to issues such as complex energy crisis management and other significant matters of public policy related to our business.

John Gellert has served as the Company’s President and Chief Executive Officer and as a member of the Board since June 1, 2017. Prior to the spin-off of the Company from SEACOR Holdings on June 1, 2017 (the “Spin-off”), Mr. Gellert served as the co-chief operating officer of SEACOR Holdings since February 23, 2015, and president of SEACOR Holdings’ Offshore Marine Services segment since July 2005. Mr. Gellert also held various financial, analytical, chartering and marketing roles with SEACOR Holdings since June 1992. Mr. Gellert is an officer and director of certain Company subsidiaries. Mr. Gellert serves as a member of the executive committee of International Support Vessel Owners Association, a member of the board of

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R. Christopher Reganhas been a member of the Board since his appointment in May 2017. Mr. Regan served on the SEACOR Holdings board of directors from September 7, 2005 to May 2017. Mr. Regan is Co-Founderco-founder and, since March 2002, Managing Director,managing director, of The Chartis Group, a management consultancy group offering strategic, operational, risk management, governance and compliance advice to U.S. healthcare providers, suppliers and payers. Prior to co-founding The Chartis Group in 2001, Mr. Regan served from March 2001 to December 2001 as Presidentpresident of H-Works, a healthcare management consulting firm and a division of The Advisory Board Company. From January 2000 through December 2000, Mr. Regan served as Senior Vice Presidentsenior vice president of Channelpoint, Inc., a healthcare information services company. Mr. Regan also serves as a Trusteetrustee of Hamilton College and Ascension Health Ventures.

College.

We believe that Mr. Regan’s experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board’s breadth of experience on these important factors.experience. This experienceknowledge also provides significant value to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Evan BehrensJulie Persily has been a member of the Board since June 1, 2017. Mr. Behrens is currently the Managing Member of B Capital Advisors LLC, an investment firm. From May 2009 to May 2017, Mr. Behrens was a Senior Vice President with SEACOR Holdings. Mr. Behrens initially joined SEACOR Holdingsher appointment in 2008 and managed its involvement in numerous significant investments and transactions. From October 2006 until 2007, Mr. Behrens was a Fund Manager and Partner at Level Global Investors, a New-York based hedge fund. Mr. Behrens currently serves as a board member of Sidewinder Drilling LLC, a landbased oil rig operator. From 2012 to 2017, he was chairman of the board of Trailer Bridge, Inc., a Jones Act container company. Additionally, he served as a board member of Penford Corporation from 2013 to 2015, a board member of Global Marine Systems from 2014 to 2015, and a board member of Continental Insurance Group, Ltd. from 2016 until 2017. He was a founder of Infinity Point (formerly Behrens Rubinoff Capital Partners). Mr. Behrens also served in various positions at Paribas Corporation, Ulysses Management, and SAC Capital Management. Mr. Behrens obtained a B.A. degree from the University of Chicago.

We believe that Mr. Behrens’ experience providing advice regarding business valuations, investment management and mergers and acquisitions adds to the Board’s breadth of experience on these important factors.

13	2018 Proxy Statement

Robert D. Abendschein has been a member of the Board since April 27, 2018. Mr. Abendschein is currently the Chief Operating Officer of Venari Resources, where he is responsible for all deep water exploration, appraisal and development projects. From 2000 through August 2017, Mr. Abendschein held various corporate and executive roles at Anadarko Petroleum (“Anadarko”), including as Vice President of Anadarko’s Deep Water division from 2015 to 2017 and as Vice President of Anadarko’s Exploration and Production Services division from 2013 to 2015. Mr. Abendschein currently serves on the board of directors of Cynthia Woods Mitchell Pavilion as chairman of its trustee committee, and as a member of the board of directors of the National Ocean Industries Association and the Offshore Energy Center, which positions he has held since 2014. Since 2008, Mr. Abendschein has served on the board of directors of United Way of Montgomery County, and since 2014 has served as its chairman. Mr. Abendschein holds a BBS in Petroleum Engineering from Texas A&M University.

We believe that Mr. Abendschein’s industry experience as well as his varied experience serving on multiple boards of directors across a diverse array of sectors will add to the Board’s overall skill set.

Julie Persily has been a member of the Board since April 27, 2018. Since 2013, Ms. Persily has served on the board of directors of CM FinanceInvestcorp Credit Management BDC, Inc., a NASDAQ listed business development company that invests in middle market companies, and as a member of its audit valuation and nominating committees and as chair of its compensation committee, and sincevaluation committees. Since 2017, Ms. Persily has served on the board of directors of Runway Growth Credit,Finance Corp., a NASDAQ listed business development company that provides secured loans to early stageearly-stage growth and venture-backed companies in the U.S., and as chair of its audit committee, and member of its nominating and corporate governance committee and compensation committee. Since 2023, Ms. Persily has served on the board of directors of StepStone Private Credit Fund LLC, a non-exchange traded business development company that invests in various credit-related strategies, and as a member of its audit and nominating and corporate governance committees. Ms. Persily has a deep breadth of experience in the finance and capital market industries, having held various roles at Citigroup for nearly 10 years, including serving as the co-head of Citigroup’s leveraged finance group for over two years and head of acquisition finance prior thereto. Ms. Persily also formerly served as co-Headco-head of Leveraged Finance and Capital Markets at Nomura Securities. Ms. Persily holds a BA in Economics and Psychology from Columbia College and an MBA in Finance and Accounting from Columbia Business School.

We believe Ms. Persily’s experience and relationships in the financial sector, as well as her knowledge and understanding of corporate governance matters, will addadds to the Board’s deep bench of experience, and will serveserves as an asset to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committees.Committee.

Alfredo Miguel Bejos has been a member of the Board since June 11, 2019. Mr. Miguel has been president and chief executive officer of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”) since 2012 and executive president of Helicópteros Bell de México, S. de R.L. de C.V. since 2009. Mr. Miguel has extensive finance experience having held various positions in the finance area of Banco Santander Mexico from 2000 until 2002. Mr. Miguel has served as an independent member of several boards of directors, including current memberships on the boards of the airline Volaris and Pure Leasing, positions which he has held since 2006. Mr. Miguel is also a member of the Customer Advisory Panel at Bell Helicopter, a leading company in helicopter manufacturing. Mr. Miguel holds a BA from Universidad Iberoamericana.

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We believe that Mr. Miguel’s industry experience, specifically his extensive experience in the maritime aspects of the international energy and infrastructure sector, as well as his broad knowledge gained from serving on multiple boards of directors in the transportation industry will add a diverse perspective to the Board.

Voting. Voting

Directors will be elected by a plurality of the votes cast in personvirtually or by proxy at the Annual Meeting. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card.

14	2018 Proxy Statement

Security Ownership of Certain Beneficial Owners17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding beneficial ownership of the Company’s Common Stock by all persons (including any “group” as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act) who were known by the Company to be the beneficial owners of more than 5%5.0% of the outstanding Common Stock as of April 23, 2018,10, 2024, other than the Company’s executive officersNamed Executive Officers and directors. The following table does not include beneficial ownershipAs of April 10, 2024, 27,602,032 shares of the Company’s Common Stock as a result of the PIPE Issuancewere issued and the Exchange as described under “Equity Issuance and Amendment of Carlyle Note.”outstanding.

______________________

15	2018 Proxy Statement

(6)

According to a Schedule 13G filed with the SEC on February 9, 2018 by Private Management Group, Inc. (“Private Management”), Private Management has sole dispositive and sole voting power over 1,076,624 shares of Common Stock as of December 31, 2017. Private Management serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,076,624 shares of Common Stock.

Security Ownership of Management and Directors

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth information regarding beneficial ownership of our Common Stock by: (i) each current director and director nominee of the Company;Company, (ii) each named executive officer of the Company (referred to as a “Named Executive Officer” or “NEO” throughout this Proxy Statement) as noted below in the “Compensation Discussion and Analysis”;, and (iii) all current directors and executive officers of the Company as a group. Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of April 23, 2018. The following table does not include any beneficial ownership of the Company’s Common Stock as a result of the PIPE Issuance and the Exchange as described under “---Equity Issuance and Amendment of Carlyle Note.”10, 2024.

 

Name and Address(1)		Amount and Nature of Beneficial Ownership(2)				Percentage of Class
Directors and Named Executive Officers:
Charles Fabrikant(3)			1,091,789				6.18	%
John Gellert(4)			172,878				*
Matthew Cenac(5)			102,734				*
Robert Clemons			11,559				*
Andrew R. Morse(6)			42,990				*
R. Christopher Regan(7)			23,481				*
Evan Behrens(8)			27,151				*
Robert D. Abendschein			-				-
Julie Persily			-				-
All current directors and executive officers as a group (10 individuals)(9)			1,415,214				7.96	%
* Represents less than 1.0%

Name of Beneficial Owner(1)						Amount and Nature of Beneficial Ownership(2)								Percentage of Class(3)
Current Directors and Executive Officers:
Alfredo Miguel Bejos(4)							1,142,044								4.1%
Andrew R. Morse(5)							182,788								*
R. Christopher Regan(6)							151,127								*
Julie Persily(7)							97,990								*
John Gellert(8)							1,365,520								4.9%
Jesús Llorca(9)							594,806								2.1%
Andrew H. Everett II(10)							313,148								1.1%
Gregory Rossmiller(11)							288,514								1.0%
All current directors and executive officers as a group (8 individuals)(12)							4,135,937								14.6%

* Represents less than 1.0%

 

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*	Less than 1.0%.
(1)	Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Marine Holdings Inc., 7910 Main Street, 2nd Floor, Houma Louisiana 70360.12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

(2)

The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information for each individual reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days afterof April 25, 2018.10, 2024 held by such person and shares of restricted stock over which such person exercises sole voting power.

(3)

Includes (i) 472,169Percentage of class is based on 27,602,032 shares of Common Stock that are owned directly by Mr. Fabrikant, (ii) 33,400issued and outstanding as of April 10, 2024, plus the number of shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 23, 2018,10, 2024 held by such person or group.

(4)

Includes (i) 107,207 shares of Common Stock that are owned directly by Mr. Miguel, (ii) 10,912 shares of restricted stock over which Mr. Miguel exercises sole voting power, and (iii) 350,41423,925 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Miguel within 60 days of April 10, 2024. Additionally, CME is the holder of 1,000,000 shares of Common Stock. The amount included in the table reflects beneficial ownership by Mr. Miguel of all 1,000,000 shares of Common Stock held by CME. Mr. Miguel is the President, Chief Executive Officer and owner of 51.0% of the shares of CME. Mr. Miguel’s mother, Dora Ginette Bejos Checa, is the owner of 49.0% of the shares of CME. As a controlling shareholder of CME, Mr. Miguel may be deemed to be the beneficial owner of the Company’s Common Stock through CME.

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To our knowledge, based solely upon aon our review of the copies of forms furnishedSection 16(a) reports provided to the Companyus by such Reporting Persons, including those reports that we have filed on behalf of our directors and executive officers pursuant to powers of attorney, or written representations from certain reporting personsReporting Persons, we believe that no Form 5s were required for such reporting persons, the Company believes that during the 2017 fiscal yearthere has been compliance with all Section 16(a) filing requirements were satisfied except for a late filing for a report onapplicable to such Reporting Persons with respect to the fiscal year ended December 31, 2023, with the exception of (i) one Form 45 filed by Anthony WellerMr. Regan on January 29, 2024 reporting a disposition by gift of 4,585 shares of Common Stock on December 6, 2023 by Mr. Regan, and (ii) one Form 5 filed by Mr. Gellert on February 9, 201813, 2024 reporting one transaction from 2017.

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Tablea disposition by gift of Contents

Compensation12,634 shares of DirectorsCommon Stock on March 7, 2023 by MCG Assets, LLC, of which Mr. Gellert is a manager.

 

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(7)

As of December 31, 2017,2023, Mr. Morse had 16,700Regan held (i) 46,838 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable.exercisable, and (ii) 15,852 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date.

(8)

As of December 31, 2017, Mr. Regan had 16,7002023, Ms. Persily held (i) 30,138 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable.exercisable, and (ii) 14,000 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date.

(9)

As of December 31, 2017,2023, Mr. Behrens had 16,700Miguel held (i) 23,925 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable.

(10)	As of December 31, 2017, Mr. Hussein had 16,700 outstanding options to acquireexercisable, and (ii) 10,912 shares of the Company’s Common Stock, all of which were exercisable. On April 17, 2018, Mr. Hussein resigned from the Board.

(11)	Mr. Gellert does not receive any compensation for his servicerestricted stock that will vest on the Board.earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date.

 

19	2018 Proxy Statement

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Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

The Company was a wholly-owned subsidiary of SEACOR Holdings until completion of the Spin-off on June 1, 2017. Prior to that time, the cashCompensation Discussion and equity-based compensation of the Company’s executive officers was determined by SEACOR Holdings’ executive management and compensation committee, subject to approval in certain circumstances by SEACOR Holdings’ full board of directors.

Currently, the Company is an “emerging growth company” and, under the JOBS Act, is exempt from certain executive compensation disclosures otherwise required by Item 402 of Regulation S-K (including the disclosure required to be provided pursuant to a “Compensation, Discussion & Analysis”), as well as from holding say-on-frequency and say-on-pay advisory votes on executive compensation. However, we are providing certain information related to the Company’s 2017 compensation decisions that should be read in conjunction with the compensation tables provided later in this Proxy Statement. This discussionAnalysis and the compensation tables that follow set forthprovide information regarding the fiscal 2023 compensation ofprogram for the following “NamedNamed Executive Officers” or “NEOs”Officers (or NEOs) of the Company:

 

John Gellert, President and Chief Executive Officer;

 

Matthew R. Cenac, formerJesús Llorca, Executive Vice President and Chief Financial Officer;

Andrew H. Everett II, Senior Vice President, General Counsel and Secretary; and

 

Robert Clemons, ExecutiveGregory Rossmiller, Senior Vice President and Chief OperatingAccounting Officer.

Consideration of “Say on Pay” Vote Results

Mr. Cenac stepped down from his role withAt the Company effective as2023 annual meeting of April 1, 2018. Mr. Cenac is currently providing consulting services to the Company for a period of six months following his departure in order to assist the Company with the transition of his duties. In connection with Mr. Cenac’s departure, the Board appointed Jesús Llorca as the Company’s Executive Vice President and Chief Financial Officer, effective April 2, 2018. Mr. Llorca previously served as the Company’s Executive Vice President of Corporate Development since June 1, 2017, and from May 2007 to May 2017 served as a Vice President of SEACOR Holdings.

Compensation Actions in Connection with the Spin-off

In connection with the Spin-off, the compensation committee of SEACOR Holdings took certain actions during 2017 to appropriately address the impact of the Spin-off on SEACOR Holdings’ outstanding equity awards. In general, outstanding stock options to acquire shares of SEACOR Holdings’ common stock were adjusted to preserve the aggregate intrinsic value of such stock options pre and post-Spin-off. In addition, the compensation committee of SEACOR Holdings approved the vesting of SEACOR stock options and SEACOR restricted stock awards held by employeesstockholders of the Company, and individuals who joineda non-binding, advisory vote was taken with respect to the Company followingcompensation of the Spin-off. EachCompany’s Named Executive Officers. Stockholders expressed substantial support for the compensation of the Company’s Named Executive Officers received 1.007 restricted sharesas disclosed in the Company’s 2023 proxy statement, with 96% of the Company’s Common Stock for every restricted share of SEACOR Holdings’ common stock held asvotes cast in favor of the record date for“Say on Pay” advisory resolution approving the Spin-off, except for Mr. Cenac, who received 1.007 unrestricted sharesCompany’s Named Executive Officer compensation. The Compensation Committee considered the results of the Company’s Common Stock for every restricted share of SEACOR Holdings’ common stock.

Summary of 2017 Compensation Elements

As a newly public company, certain elements of the compensation paid to the Named Executive Officers reflects the policies2023 advisory vote and decision making of the compensation committee of SEACOR Holdings. Portions of the compensation paid to our Named Executive Officers during 2017 was paid by SEACOR Holdings directly or paidalso considered other factors in respect of services provided to SEACOR Holdings.

20	2018 Proxy Statement

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Table of Contents

Following the Spin-off,evaluating the Company’s executive compensation programs as discussed in this Compensation Committee took certain actionsDiscussion and made certain compensation-related decisions that were based on the compensation philosophies and arrangements in place at SEACOR Holdings thatAnalysis. Ultimately, the Compensation Committee felt were also appropriate fordid not make any changes to its 2023 compensation program solely as a result of the Company’s executive officers. 2023 Say on Pay advisory resolution.

Summary of 2023 Compensation Elements

For example,2023, the Board adopted the Share Incentive Plan for the purpose of granting equity-based compensation awards. The Compensation Committee also implemented the following executive compensation best practices:

 

•

Four-YearThree-Year Vesting of Stock OptionsTime-Based Equity Awards. EachA portion of each NEO’s long-term incentive grant for 20172023 was delivered in the form of stock optionsrestricted shares that vest ratably over four years.three years, subject to the NEO remaining employed by the Company on the applicable vesting date.

 

•

Performance Restricted Stock Units. A portion of each NEO’s long-term incentive grant for 2023 was delivered in the form of performance restricted stock units (“PRSUs”). These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date. Earned PRSUs (if any) will not be settled until the third anniversary of the grant date, subject to the executive remaining employed by the Company on such date.

•

Deferred 40% of Annual Bonuses. 40% of each NEO’s annual bonus is deferred to subsequent years, with 20% of bonuses awarded in respect of 2023 to be paid in the first quarter of 2025 and the remaining 20% to be paid in the first quarter of 2026, subject in each case to the continued employment of the NEO. The remaining 60% was paid in March 2024.

•

Clawback Policy. The Company adopted a clawback policy in accordance with the requirements of the NYSE.

•

No Tax Gross-ups. We doThe Company does not have any contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-controlchange in control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

 

•

Double-Trigger / Performance Vesting. AwardsTime-based awards under our Sharethe SEACOR Marine Equity Incentive PlanPlans contain a so-called “double-trigger” vesting provision, which generally provides that awards will not

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be accelerated upon a change ofin control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the ShareSEACOR Marine Equity Incentive PlanPlans, and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change in control. The award agreements for performance-based awards under the SEACOR Marine Equity Incentive Plans generally provide that, in the event of control.a change in control of the Company that occurs prior to the end of the completion of a three-year performance period, (i) any PRSUs that have been earned based on stock price performance (as measured during such performance period but prior to the change in control) will become vested as of the change in control, and (ii) any other PRSUs will be eligible to vest upon the change in control based on the value of the per share consideration received by the Company’s shareholders in relation to the applicable share price hurdles, with any PRSUs that do not become vested based on the foregoing being forfeited for no consideration.

 

•

NoRestrictions on Hedging or Pledging By Our NEOs. The Company has adopted prohibitions againstpolicies restricting hedging and pledging of Company stock.securities by our NEOs.

 

•

No Change-of-ControlChange in Control Agreements with NEOs. WeAlthough the Executive Employment Agreements (described below) contain double-trigger severance protections in connection with a change in control, we do not maintain individual change-of-controlstandalone change in control agreements with our NEOs.

Executive Compensation Philosophy and Objectives

The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements of performance is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s best interest to conduct its own research regarding executive compensation, which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.

Oversight of Compensation Program

The Compensation Committee is responsible for overseeing our executive compensation programs. See the “Role of Compensation Committee” section of this Proxy Statement for more information on the role and responsibilities of the Compensation Committee.

Market Information

The Compensation Committee reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. TheIn 2023, the Compensation Committee retained Lyons, Benenson & Company Inc. (“LB&Co”) to undertake a review of the peer group to be used for competitive compensation analysis for the executive officers and the independent, non-employee directors of the Company. LB&Co’s assessment included a review of the existing compensation peer group used by the Compensation Committee to understand whether any of the companies included in this group no longer provided appropriate comparison for the Company, as well as an assessment of potential new peers based on relevant industry classifications and selected financial data. Based on the recommendation of LB&Co, the Compensation Committee made the following changes to its compensation peer group: (i) added Diamond Offshore Drilling, Inc., Dorian LPG Ltd., International Seaways, Inc., and Overseas Shipholding Group, Inc., and (ii) removed Archrock, Inc., RPC, Inc., and TETRA Technologies, Inc. Accordingly, the companies with similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include Bourbon Corp.Bristow Group Inc., Soldstad Farstad ASA,Diamond Offshore Drilling, Inc., Dorian LPG Ltd., Dril-Quip, Inc., Forum Energy Technologies, Inc., Gulf Island Fabrication, Inc., Helix Energy Solutions Group, Inc., International Seaways, Inc., Newpark Resources, Inc., Oil States International, Inc., Overseas

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Shipholding Group, Inc. and DO ASA.Tidewater Inc. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels.levels in relation to the compensation paid by peer companies.

Role of Independent Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any compensation consultant, as well as any independent legal, financial or other advisors, as it deems necessary. For fiscal year 2017,2023, the Compensation Committee elected to continue to retain Lyons Benenson & Co. (“Lyons Benenson”)LB&Co as its independent compensation consultant. LB&Co has acted as an independent compensation consultant to assist it in reviewingthe Compensation Committee since 2017 and making recommendations with respect to equity-based compensation awards. Lyons Benensonhas assisted the Compensation Committee by providing research and analyses related to peer company data and related market practices as they pertain to equity-based compensation awards.

executive and independent non-employee director compensation.

Prior to the retention of Lyons Benenson,LB&Co, the Compensation Committee evaluated Lyons Benenson’sLB&Co’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Compensation Committee concluded that Lyons BenensonLB&Co is independent and that its work for the Compensation Committee does not raise any conflicts of interest.

21	2018 Proxy Statement

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TableRole of Contents

Executive Officers in Compensation Decisions

In evaluating executive compensation, Mr. Gellert assists the Compensation Committee in reviewing the performance of his direct reports and their progress in meeting individual goals in relation to their peers, their respective scope of responsibility and the entire Company. The Compensation Committee typically meets in the latter part of each year and early the following year, and Mr. Gellert is invited to those meetings in order to help evaluate and recommend compensation for the Named Executive Officers (other than with respect to his own compensation), taking into account the following factors:

the Company’s corporate transactions, financial results and projections;

 

Elementsthe individual performance of 2017the Company’s executive officers; and

prevailing conditions in the job market.

Mr. Gellert does not participate in any decisions with respect to his own compensation.

Role of Compensation Committee

In making compensation decisions each year, the Compensation Committee considers the following factors:

market comparisons for cash and equity compensation;

the risk of not retaining an individual;

total compensation levels before and after the recommended compensation amounts;

compensation summaries for each executive that total the dollar value of all compensation-related programs, including annual salary, annual bonus, long-term compensation, and other benefits; and

target bonus opportunities included in each executive’s employment agreement.

The Compensation Committee also meets in executive session to consider the above factors for executives and to utilize these factors in evaluating Mr. Gellert’s proposed compensation and performance. Additional meetings of the Compensation Committee are held as appropriate to review and grant equity awards to newly hired employees or to current employees in connection with promotions within the Company.

 

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Elements of 2023 Compensation

Annual Base Salary

The annual base salaries paid to the Named Executive Officers during 2017 were originally determined by SEACOR Holdings’ compensation committee. In general, base salary levels reflect the experience and skill required for executing the Company’s business strategy and overseeing its day to dayday-to-day operations. Upon his commencement of employment withFor 2023, the Company, Mr. Cenac’s annual base salary was adjustedsalaries of each of Messrs. Gellert, Llorca, Everett and Rossmiller were $600,000, $375,000, $325,000 and $325,000, respectively. There have been no changes to $325,000 in order to account forannual base salaries of the additional compensation and benefits he received from SEACOR Holdings in connection with the Spin-off.Named Executive Officers since January 1, 2022.

Annual Bonus

Given that the Spin-off occurred during the middle of fiscal year 2017, the Compensation Committee did not establish a formal annual bonus program for 2017. As a result, the Company did not pay annual cash bonuses to the named executive officers for 2017. The Compensation Committee is incontinues to review the process of conducting a holistic review of compensation practices employed by comparable companies in order to assist it in designing and eventually implementingenhancing the design of an annual bonus program.

Long-term Incentives

As discussed above, Given the continued volatility in the Company’s stock price as well as commodity prices supporting the Company’s business, it was not realistic for the Compensation Committee to meaningfully design a formulaic annual bonus program for 2023. Following the end of 2023, the Compensation Committee determined that it was appropriate to award cash bonuses to the Named Executive Officers in respect of 2023 performance, after taking into consideration the following factors: (i) the individual contributions of the Named Executive Officers during 2017,2023, including with respect to strategic initiatives, and (ii) the need to retain the Named Executive Officers given their collective industry knowledge and historical knowledge of the Company adoptedgenerally. After taking these factors into account, in early 2023 the ShareCompensation Committee approved the payment of cash bonuses as follows: $750,000, $625,000, $525,000 and $450,000 for each of Mr. Gellert, Mr. Llorca, Mr. Everett and Mr. Rossmiller, respectively. 60% of such cash bonuses was paid in March 2024, and 20% of such cash bonuses will be paid in the first quarter of 2025 and 2026, respectively, subject in each case to the continued employment of the Named Executive Officer. In the event that an NEO’s employment is terminated without “Cause” or an NEO resigns for “Good Reason” or upon the occurrence of a “Change in Control” (as such terms are defined in the applicable NEO’s employment agreement), then any unpaid portion of the 2023 annual cash bonus will be paid out in connection with such event.

Long-term Incentives

The SEACOR Marine Equity Incentive Plan. The Share Incentive Plan authorizesPlans authorize the Compensation Committee to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining the Company and its affiliates’ directors, employees and certain consultants, and providing those directors, employees and consultants with incentive opportunities and rewards for superior performance. The types of awards under the ShareSEACOR Marine Equity Incentive PlanPlans may include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards.

With the assistance of Lyons Benenson, theThe Compensation Committee established an equity-based compensation program for 2017the Company in order to align the interests of senior employees with the Company’s long-term growth. In general, equity grants are made on dates previously established by the Compensation Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.

In November 2017,March 2023, the Compensation Committee approved restricted stock optionand PRSU awards to the Named Executive Officers. The Compensation Committee introduced PRSUs to its long-term equity program in 2019 in order to better align the Named Executive Officers’ interests with the Company’s stock optionsprice by tying the vesting of such awards directly to stock price appreciation, and the Compensation Committee continued this practice in 2023.

The restricted stock awards vest ratably over fourthree years beginning on November 22, 2018.March 4, 2024, subject to continued employment on each applicable vesting date, with exceptions for certain involuntary terminations. The PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date, provided that

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any earned PRSUs will not vest and be settled until the third anniversary of the grant date. In order for earned PRSUs to vest and be settled, the executive must remain employed by the Company on the third anniversary of the grant date, subject to exceptions for certain involuntary termination events that occur prior to the vesting date. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. The Compensation Committee did not approve any other equity awards to the Named Executive Officers during 2017. 2023.

Pursuant to the applicable award agreements, the restricted stock optionsand PRSU awards vest subject to the executive’s continued employment with the Company on each of the applicable vesting dates,date, subject to accelerated vestedvesting upon the executive’s death disability,or qualified retirement or upon termination by the Company without “cause”“Cause” (including for disability). Upon any such acceleration event, PRSUs that have been earned with respect to the stock price goal(s) will be settled on the third anniversary of the grant date, without regard to the executive’s employment with the Company as of such date.

The grant date fair value of the restricted stock and PRSU awards granted to each Named Executive Officer in 2023 is set forth in the table below:

 

Named Executive Officer		John Gellert ($)				Jesús Llorca ($)				Andrew H. Everett II ($)				Gregory Rossmiller ($)
Grant Date Fair Value of Restricted Shares			1,517,577				1,222,499				632,342				590,188
Grant Date Fair Value of PRSUs			372,440				300,032				155,177				144,855

In connection withdetermining the Spin-Off, eachapplicable target value of restricted stock and PRSU awards, the Compensation Committee considered, among other factors, prior-year Company and individual performance, employee retention and incentives, and volatility in the Company’s stock price and the impact this volatility has on the tangible value of the Named Executive Officers received 1.007 restricted sharesNEOs’ equity awards. Given the significant volatility in the Company’s stock price in the months prior to the expected grant date of the 2023 awards, the Compensation Committee determined that it would be appropriate to use a 60-day VWAP of the Company’s Common Stockstock price for everypurposes of calculating the number of restricted sharestock and PRSU awards granted. For example, on the day the March 2023 awards were granted, the closing price of SEACOR Holdings’our common stock held aswas $10.37, and the 60-day VWAP was $10.01. Given the Compensation Committee had previously decided to use a 60-day VWAP, the Compensation Committee determined it would not be appropriate to change its methodology based on the increased price on or around the grant date, because the Compensation Committee’s intent when it determined to use a 60-day VWAP was to smooth out potential stock price volatility. The grant date fair values of the recordRestricted Shares and PRSUs reflect the fact that the number of awards granted was based on a lower stock price (therefore yielding a greater number of Restricted Shares and PRSUs than would have otherwise been granted had the closing stock price on the grant date been used), and this number of shares is then multiplied by the closing stock price on the grant date (or otherwise incorporated into the Monte Carlo simulation with respect to the PRSUs), in order to calculate the grant date fair value from a financial reporting perspective. However, it is important to note that the grant date fair values reported in this Proxy Statement do not necessarily correlate to the value realized by the NEOs, because the value ultimately realized from these awards will be based on (i) satisfaction of the underlying vesting conditions, and (ii) the Company’s stock price when such awards vest.

Performance Results of 2020 PRSUs. On February 8, 2023, the PRSUs granted in 2020 were forfeited and terminated upon determination of the Compensation Committee that none of the stock price performance goals were capable of being satisfied for the Spin-off, except for Mr. Cenac, who received 1.007 unrestricted sharesrequired 60 consecutive trading days prior to the last day of the Company’s Common Stock for every restricted sharethree-year performance period.

Performance Results of SEACOR Holdings’ common stock.2021 PRSUs. On March 12, 2024, 100% of the PRSUs granted in 2021 were determined to have been achieved based on stock price performance during 2021-2023, and were settled in accordance with their terms.

 

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Stock Ownership Guidelines

The Compensation Committee has adopted Stock Ownership Guidelines (the “Guidelines”) for executive officers at the Senior Vice President level or higher. Each executive officer subject to the Guidelines is expected to hold Company stock, including unvested restricted shares, with a value equal to a multiple of his or her annual base salary, as follows:

 

Currently, the Company has no formal policy requiring employees to retain vested restricted stock or options, but it prefers that executive officers maintain ownership and considers executive ownership levels when determining compensation packages.

Officers		Holding Requirement
Chief Executive Officer		5X annual base salary
22	2018 Proxy StatementExecutive Vice President		3X annual base salary
Senior Vice President		2X annual base salary

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Table

Neither unvested PRSUs nor options count toward satisfaction of Contents

the Guidelines. Officers subject to the Guidelines are expected to comply within five years from the date the individual is named to a participating position. As of February 28, 2024, all NEOs have met the stock ownership requirements.

Clawback Policy

The award agreements applicable to theany stock options, and restricted stock and PRSU awards granted to the Named Executive Officers in years 2017 through 2024 provide that the shares of Common Stock underlying such awards are subject to recoupment under any applicableexisting clawback policy or any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or other applicable laws.

The Compensation Committee adopted a Clawback Policy intended to comply with the listing requirements of the NYSE. The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation “received” (i.e., earned) by the covered officers during the three fiscal years that precede the date on which the Company determines it is required to prepare a “Big R” or other clawback provision(s)“little r” accounting restatement. The Clawback Policy applies to those current and former officers who are subject to Section 16(a) of the Exchange Act, and applies to incentive-based compensation (i.e., compensation that is earned in whole or in part based on the attainment of financial performance measures). A copy of the Clawback Policy is included as may be required pursuant to any applicable law, government regulation or stock exchange listing.an exhibit in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024.

Policy Against Pledging and Hedging Company Securities

The Company has adopted policies prohibitingrestricting hedging and pledging of Company securities by our directors, senior officers and employees. The Board has designated Andrew H. Everett II, Senior Vice President, General Counsel and Secretary as the Company’s compliance officer (the “Compliance Officer”). The Compliance Officer, along with other members of the compliance committee designated by the Board (the “Compliance Committee”), will review and either approve or prohibit all proposed trades of Common Stock by directors and executive officers and trades by specified employees outside of trading windows in accordance with the Company’s Insider Trading and Tipping Procedures and Guidelines.

Certain forms of hedging or monetization transactions allow directors, executive officers, employees, and members of the households and dependents of such persons (“Covered Persons”) to continue to own covered securities, but without the full risks and rewards of ownership. When that occurs, Covered Persons may no longer have the same objectives as the Company’s other stockholders. Therefore, Covered Persons are prohibited from engaging in such transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the Compliance Committee. Any request for pre-clearance of a hedging or similar arrangement must be submitted to the Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.

 

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Retirement Plans

On January 1, 2016, theThe Company’s eligible U.S. basedU.S.-based employees were transferred tomay participate in the “SEACORSEACOR Marine 401(k) Plan,” a new Company sponsored defined contribution plan. Theplan (“SEACOR Marine 401(k) Plan”). For 2023, the Company currently does not contributematched employee contributions to the SEACOR Marine 401(k) Plan.Plan in the amount of 100% of the first 2.0% of an employee’s eligible compensation that the employee contributed to the SEACOR Marine 401(k) Plan, and 50% of the next 4% of the employee’s eligible compensation that the employee contributed to the SEACOR Marine 401(k) Plan, for a total match of 4% of such employee’s eligible compensation, subject to applicable limitations.

Compensation Risk Assessment

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Table

The Compensation Committees believes that the performance goals and incentive program structures generally established under the Company’s executive, annual and long-term incentive programs do not contribute to excessive risk taking by our senior executives or employees. The Company’s compensation programs are balanced, rewarding both short-term and long-term performance, with a balanced focus on stock price, operational and individual performance. The Compensation Committee is actively engaged in establishing compensation programs and payout opportunities, monitoring those systems during the year and using discretion in making rewards, as necessary. As a result of Contents

the procedures and practices described above, the Compensation Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

Equity Grant Practices

The Compensation Committee seeks to approve grants of equity-based awards on or about the same time each year and does not time equity grants to coincide with the release of material non-public information. In recent years, the Compensation Committee has adopted a practice of using a multi-day, VWAP in order to calculate the number of equity-based awards to be made to our NEOs. The Compensation Committee believes that using a VWAP price, rather than a single-day closing price, mitigates the impact that stock volatility could potentially have on the number of awards granted.

Employment Agreements; Change in Control Provisions

Each of the NEOs are party to an employment agreement with the Company, the terms of which are described in the “Employment Contracts/Termination of Employment/Change in Control” section of Control

As mentioned above,this Proxy Statement (the “Executive Employment Agreements”). Although the Named Executive Officers doEmployment Agreements contain double-trigger severance protections in the event of a “Change in Control,” the Company does not have employment, pre-established severance or change-of-controlmaintain standalone change in control agreements with our NEOs.

Time-based awards under the Company. The award agreements applicable to equitySEACOR Marine Equity Incentive Plans contain a so-called “double-trigger” vesting provision, which generally provides that awards granted during fiscal year 2017 do, however, provide for payments to Named Executive Officerswill not be accelerated upon certain involuntary terminations of employment or upon an involuntary termination of employment following a change in control of the Company.Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the SEACOR Marine Equity Incentive Plans, and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change in control. The informationaward agreements for performance-based awards under the SEACOR Marine Equity Incentive Plans generally provide that, in the tables below describes and quantifies certain compensationevent of a change in control of the Company that wouldoccurs prior to the end of the completion of a 3-year performance period, (i) any PRSUs that have been earned based on stock price performance (as measured during such performance period but prior to the change in control) will become payable under existing plans and arrangements if a Named Executive Officer’s employment had terminated on December 31, 2017, given the Named Executive Officer’s compensationvested as of such datethe change in control, and if applicable,(ii) any other PRSUs will be eligible to vest upon the change in control based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions undervalue of the per share consideration received by the Company’s 401(k) savings plan, disability benefits and accrued vacation pay.shareholders in relation to the applicable share price hurdles, with any PRSUs that do not become vested based on the foregoing being forfeited for no consideration.

 

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Tax Considerations

Section 162(m) of the Internal Revenue Code generally places a $1 million annual deduction limit on compensation paid by public companies to certain executive officers. While the Compensation TablesCommittee considers the deductibility of awards as one factor in determining executive compensation, it is not the sole or primary factor considered. The Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by the Company for tax purposes.

 

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COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect of the fiscal years ended December 31, 20172023, 2022 and 2016.2021:

 

Name and Principal Position		Year				Salary ($)				Bonus(1) ($)				Stock Awards(2) ($)				All Other Compensation(3) ($)				Total ($)
John Gellert			2023				600,000				750,000				1,890,017				13,200				3,253,217
President and Chief Executive			2022				600,000				600,000				1,544,907				10,675				2,755,582
Officer			2021				450,000				450,000				1,696,974				5,800				2,602,774
Jesús Llorca			2023				375,000				625,000				1,522,531				13,200				2,535,731
Executive Vice President and			2022				375,000				500,000				1,193,785				10,675				2,079,460
Chief Financial Officer			2021				300,000				400,000				1,131,316				5,800				1,837,116
Andrew H. Everett II			2023				325,000				525,000				787,519				13,200				1,650,719
Senior Vice President, General			2022				325,000				400,000				526,676				10,675				1,262,351
Counsel and Secretary			2021				275,000				350,000				522,152				5,800				1,152,952
Gregory Rossmiller			2023				325,000				450,000				735,043				13,200				1,523,243
Senior Vice President and			2022				325,000				350,000				526,676				10,675				1,212,351
Chief Accounting Officer			2021				292,000				300,000				522,152				5,800				1,119,952

For 2016, the amounts shown in the Summary Compensation Table reflect amounts paid by SEACOR Holdings to Mr. Gellert and Mr. Clemons in respect of their services to the Company. Because Mr. Cenac did not provide services to the Company prior to the Spin-off (June 1, 2017), no amounts are shown below for his 2016 compensation, and the amounts shown for 2017 reflect the compensation he received following June 1, 2017 in respect of his services to the Company.

 

Name and Principal Position		Year		Salary(1) ($)				Bonus ($)				Stock Awards(2) ($)				Option Awards(2) ($)				All Other Compensation ($)(3)				Total ($)
John Gellert		2017			450,000				—				872,910				962,280				3,423				2,288,613
President and Chief		2016			450,000				—				508,300				170,962				5,828				1,135,090
Executive Officer
Matthew R. Cenac(4)		2017			325,000				—				—				481,140				—				806,140
Former Executive Vice
President and
Chief Financial Officer
Robert Clemons		2017			250,000				—				258,640				481,140				570				900,350
Executive Vice President and Chief Operating Officer		2016			250,000				—				127,075				85,481				1,571				464,127

______________________

 

(1)

For 2017,The amounts shown for 2021, 2022 and 2023 represent cash bonuses awarded in 2022, 2023 and 2024, respectively. 60% of the portioncash bonus in respect of annual base salary that2021 was paid in April 2022, 20% was paid in April 2023, and the remaining 20% of such cash bonus was paid in March 2024. 60% of the cash bonus in respect of 2022 was paid in April 2023, 20% was paid in March 2024, and the remaining 20% of such cash bonus will be paid in the first quarter of 2025, subject in each case to the continued employment of the Named Executive OfficersOfficer. 60% of the cash bonus in respect of 2023 was paid in March 2024, and 20% of such cash bonus will be paid in the period priorfirst quarter of 2025 and 2026, respectively, subject in each case to the Spin-off wascontinued employment of the Named Executive Officer. In the event that an NEO’s employment is terminated without “Cause” or an NEO resigns for “Good Reason” or upon the occurrence of a “Change in Control” (as such terms are defined the applicable NEO’s employment agreement), then any unpaid portion of the 2022 and 2023 annual bonus will be paid by SEACOR Holdings. For Mr. Cenac, the amount shown for 2017 relates the annual base salary he received following the Spin-off.out in connection with such event.

(2)

The dollar amount of restricted stock and stock optionsPRSUs set forth in these columnsthis column reflects the aggregate grant date fair value of restricted stock and optionPRSU awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. The grant date fair value of each PRSU award was determined based on a Monte Carlo simulation of the specified stock price performance goals for each tranche the PRSUs, volatility of the Company’s Common Stock, a risk-free rate and a performance measurement period of three years. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock optionsand PRSUs granted during 20172021 are set forth in Notes 1Note 16 of the Consolidated Financial Statements included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on March 10, 2022. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2022 are set forth in Note 17 of the Consolidated Financial Statements included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 6, 2023. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2023 are set forth in Note 14 of the Consolidated Financial Statements included in the Company’s 20172023 Annual Report on Form 10-K. The amounts shown10-K filed with the SEC on February 29, 2024.

(3)	For Messrs. Gellert, Llorca, Everett and Rossmiller, this amount represents the Company’s matching contributions under the “Stock Awards” and “Option Awards” columns for Messrs. Gellert and Clemons for 2016, and the amounts shownCompany’s tax-qualified 401(k) savings plan.

33

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table sets forth certain information on grants of awards under any plan to the Company’s Named Executive Officers in the fiscal year ended December 31, 2023:

Name		Award(1)				Approval Date				Grant Date				Estimated Future Payouts Under Equity Incentive Plan Awards Target(2) (#)				All Other Stock Awards: Number of Shares of Stock or Units(3) (#)				Grant Date Fair Value of Stock and Option Awards(4) ($)
John Gellert			Restricted Stock				3/2/23				3/7/23				—				146,343				1,517,577
			PRSUs				3/2/23				3/7/23				47,810				—				372,440
Jesús Llorca			Restricted Stock				3/2/23				3/7/23				—				117,888				1,222,499
			PRSUs				3/2/23				3/7/23				38,515				—				300,032
Andrew H. Everett II			Restricted Stock				3/2/23				3/7/23				—				60,978				632,342
			PRSUs				3/2/23				3/7/23				19,920				—				155,177
Gregory Rossmiller			Restricted Stock				3/2/23				3/7/23				—				56,913				590,188
			PRSUs				3/2/23				3/7/23				18,595				—				144,855

(1)	All awards are granted under the “Stock Awards”2022 Plan.

(2)

Minimum and maximum future payout columns are excluded as the PRSUs consist of only a single estimated payout, which is reported in the target payout column. The PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date, provided that any earned PRSUs will not vest and be settled until the third anniversary of the grant date. In order for earned PRSUs to vest and be settled, the executive must remain employed by the Company on the third anniversary of the grant date, subject to accelerated vesting upon the executive’s death or qualified retirement or upon termination by the Company without “Cause” (including for disability). Upon any such acceleration event, PRSUs that have been earned with respect to the stock price goal(s) will be settled on the third anniversary of the grant date, without regard to the executive’s employment with the Company as of such date. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively.

(3)

The restricted stock awards vest ratably over three years beginning on March 4, 2024. The restricted stock awards vest subject to the executive’s continued employment with the Company on the applicable vesting date, subject to accelerated vesting upon the executive’s death or qualified retirement or upon termination by the Company without “Cause” (including for disability).

(4)

The dollar amount of restricted stock and PRSUs set forth in this column reflects the aggregate grant date fair value of restricted stock and PRSU awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. The grant date fair value of each PRSU award was determined based on a Monte Carlo simulation of the specified stock price performance goals for 2017, reflecteach tranche the PRSUs, volatility of the Company’s Common Stock, a risk-free rate and a performance measurement period of three years. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted shares of SEACOR Holdings’ common stock and stock options to acquire sharesPRSUs granted during 2023 are set forth in Note 14 of SEACOR Holdings’ common stock.

(3)	For 2017, represents interest earnedthe Consolidated Financial Statements included in respect of annual bonus amounts earned but unpaid under SEACOR Holdings’ annual bonus program in accordancethe Company’s 2023 Annual Report on Form 10-K filed with the terms of such program.

(4)	Mr. Cenac resigned from his position with the Company effective April 1, 2018.SEC on February 29, 2024.

 

24	2018 Proxy Statement

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34

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Outstanding Equity Awards at Fiscal Year-End (2017)

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2017,2023, held by the Named Executive Officers.

 

		Option Awards				Stock Awards
Name		Number of Securities Underlying Unexercised Options (Exercisable) (#)				Number of Securities Underlying Unexercised Options (Unexercisable) (#)				Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)				Market Value of Shares or Units that Have Not Vested(7) ($)
John Gellert			—				150,000	(1)			12.50		11/22/2027			3,016	(2)			35,287
President and			—													6,434	(3)			75,273
Chief Executive Officer			—													9,048	(4)			105,862
																8,043	(5)			94,103
																13,573	(6)			158,804
Matthew Cenac			—				75,000	(1)			12.50		11/22/2017
Former Executive Vice President
and Chief Financial Officer
Robert Clemons			—				75,000	(1)			12.50		11/22/2017			804	(2)			9,407
Executive Vice President and							—									2,010	(3)			23,517
Chief Operating Officer							—									2,714	(4)			31,754
																2,010	(5)			23,517
																4,021	(6)			47,046

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (Exercisable) (#)				Number of Securities Underlying Unexercised Options (Unexercisable) (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Vested (#)				Market Value of Shares or Units that Have Not Vested (4) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (8) ($)
John Gellert
			150,000				—				12.50				11/22/2027				82,803	(1)			1,042,490				51,315	(5)			646,056
			10,000				—				22.04				4/24/2028				141,366	(2)			1,779,798				58,905	(6)			741,614
			10,000				—				22.95				4/24/2028				146,343	(3)			1,842,458				47,810	(7)			601,928
			10,000				—				22.38				4/24/2028				—				—				—				—
			10,000				—				11.76				4/24/2028				—				—				—				—
			8,750				—				13.28				4/16/2029				—				—				—				—
			8,750				—				14.31				4/16/2029				—				—				—				—
			8,750				—				13.98				4/16/2029				—				—				—				—
			8,750				—				13.22				4/16/2029				—				—				—				—
			8,750				—				6.97				3/5/2030				—				—				—				—
			26,250				—				4.39				3/5/2030				—				—				—				—
Jesús Llorca
			75,000				—				12.50				11/22/2027				55,202	(1)			694,993				34,210	(5)			430,704
			6,250				—				22.04				4/24/2028				109,238	(2)			1,375,306				45,515	(6)			573,034
			6,250				—				22.95				4/24/2028				117,888	(3)			1,484,210				38,515	(7)			484,904
			6,250				—				22.38				4/24/2028				—				—				—				—
			6,250				—				11.76				4/24/2028				—				—				—				—
			6,250				—				13.28				4/16/2029				—				—				—				—
			6,250				—				14.31				4/16/2029				—				—				—				—
			6,250				—				13.98				4/16/2029				—				—				—				—
			6,250				—				13.22				4/16/2029				—				—				—				—
			6,250				—				6.97				3/5/2030				—				—				—				—
			18,750				—				4.39				3/5/2030				—				—				—				—
Andrew H. Everett II
			35,000				—				15.79				1/22/2028				25,478	(1)			320,768				15,790	(5)			198,796
			2,500				—				22.04				4/24/2028				48,194	(2)			606,762				20,080	(6)			252,807
			2,500				—				22.95				4/24/2028				60,978	(3)			767,713				19,920	(7)			250,793
			2,500				—				22.38				4/24/2028				—				—				—				—
			2,500				—				11.76				4/24/2028				—				—				—				—
			3,750				—				13.28				4/16/2029				—				—				—				—
			3,750				—				14.31				4/16/2029				—				—				—				—
			3,750				—				13.98				4/16/2029				—				—				—				—
			3,750				—				13.22				4/16/2029				—				—				—				—
			3,750				—				6.97				3/5/2030				—				—				—				—
			11,250				—				4.39				3/5/2030				—				—				—				—

______________________

35

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		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (Exercisable) (#)				Number of Securities Underlying Unexercised Options (Unexercisable) (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Vested (#)				Market Value of Shares or Units that Have Not Vested (4) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (8) ($)
Gregory Rossmiller
			25,000				—				22.04				4/24/2028				25,478	(1)			320,768				15,790	(5)			198,796
			3,750				—				13.28				4/16/2029				48,194	(2)			606,762				20,080	(6)			252,807
			3,750				—				14.31				4/16/2029				56,913	(3)			716,535				18,595	(7)			234,111
			3,750				—				13.98				4/16/2029				—				—				—				—
			3,750				—				13.22				4/16/2029				—				—				—				—
			3,750				—				6.97				3/5/2030				—				—				—				—
			11,250				—				4.39				3/5/2030				—				—				—				—

(1)

Options granted on November 22, 2017 vest in four equal installments beginning on November 22, 2018 and ending November 22, 2021, assuming continued employment with the Company, subject to earlier vesting in connection with certain involuntary termination events. In connection with his separation from the Company, Mr. Cenac’s stock options vested as of April 2, 2018.

(2)	Restricted shares of the Company’s Common Stock received by the Named Executive Officer in connection with the Spin-off. These restricted shares vested on March 4, 2018.2024.

(3)

(2)

RestrictedThese restricted shares of the Company’s Common Stock received by the Named Executive Officervest in connection with the Spin-off. These shares will vest ratablyequal installments on March 4 2018of 2024 and March 4, 2019,2025, assuming continued employment with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events.

(4)

(3)

RestrictedThese restricted shares of the Company’s Common Stock received by the Named Executive Officervest in connection with the Spin-off. These shares will vest ratablyequal installments on March 4 2018, March 4, 2019of 2024, 2025 and March 4, 2020,2026, assuming continued employment or directorship with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events.

(5)

Restricted shares of the Company’s Common Stock received by the Named Executive Officer in connection with the Spin-off. These shares will vest ratably on March 4, 2018, March 4, 2019, March 4, 2020 and March 4, 2021, assuming continued employment or directorship with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events.

(6)

Restricted shares of the Company’s Common Stock received by the Named Executive Officer in connection with the Spin-off. These shares will vest ratably on March 4, 2018, March 4, 2019, March 4, 2020, March 4, 2021 and March 4, 2022, assuming continued employment or directorship with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events.

(7) (4)

The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of the Company’s Common Stock on December 29, 2017 (the2023, which was $12.59. December 29, 2023 was the last market trading day ofin the year), which was $11.70.fiscal year 2023.

 

(5)

These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 12, 2021, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $3.98, $4.53, $5.11, $5.69 and $6.24, respectively. As of December 31, 2023, the stock price performance goals were satisfied for all tranches of these PRSUs. On March 12, 2024, these PRSUs were settled by delivery of shares of Common Stock to the grantee in accordance with the terms of such PRSUs.

25(6)	2018 Proxy Statement	These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 11, 2022, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $5.02, $5.72, $6.45,

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Potential Payments Upon Death, Disability, Qualified Retirement,
Termination Without Cause or in Connection with a Change of Control36

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$7.19 and $7.88, respectively. As of December 31, 2023, the stock price performance goals were satisfied for all tranches of these PRSUs.

(7)

These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 7, 2023, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. As of December 31, 2023, none of the stock price performance goals were satisfied for these PRSUs.

(8)

The amounts set forth in this column equal the number of PRSUs indicated multiplied by the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59. December 29, 2023 was the last market trading day in the fiscal year 2023.

37

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OPTION EXERCISES AND STOCK VESTED

The following table sets forth certain information with respect to all vesting of stock during the fiscal year ended December 31, 2023 for the Company’s Named Executive Officers. No stock options were exercised during the fiscal year ended December 31, 2023.

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(1) ($)
John Gellert			177,086				1,822,215
Jesús Llorca			124,821				1,284,408
Andrew H. Everett II			56,575				582,157
Gregory Rossmiller			56,575				582,157

(1)

The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting. The number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations.

38

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EMPLOYMENT CONTRACTS/TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL

In connection with a review of the Company’s executive compensation arrangements conducted during 2019, the Compensation Committee approved executive employment agreements for each of Messrs. Gellert, Llorca, Everett and Rossmiller (the “Executive Employment Agreements”), which agreements were executed and became effective on November 5, 2019.

The Executive Employment Agreements set forth the then-current base salary of each of Messrs. Gellert, Llorca, Everett and Rossmiller, and provides that each of them will have a target annual bonus opportunity equal to 100% of the executive’s base salary as in effect from time to time. During 2022, the Compensation Committee, in consultation with LB&Co, the Compensation Committee’s independent compensation consultant, conducted a review of the current cash compensation of the executives. In connection with such review, effective January 1, 2022, the Compensation Committee approved the increase of the base salaries of each of Messrs. Gellert, Llorca, Everett and Rossmiller to $600,000, $375,000, $325,000 and $325,000, respectively. There were no changes to these base salaries in 2023.

Upon a termination of employment by the Company without “Cause” or resignation by the executive for “Good Reason” (as such terms are defined in the Executive Employment Agreements) (each, a “Qualifying Termination”), each executive will be eligible to receive the following severance benefits: (i) a lump sum payment equal to a multiple of the executive’s base salary (2.0x for Mr. Gellert, 1.75x for Mr. Llorca and 1.5x for Messrs. Everett and Rossmiller), (ii) a lump sum amount equal to the average annual cash incentive bonus paid to the executive in respect of the last three calendar years prior to the year in which the executive’s termination of employment occurred (based solely on amounts paid in respect of 2019 and beyond), (iii) a pro-rated annual bonus payable in respect of the year in which the termination occurs, based on actual achievement of the applicable performance goals, and pro-rated based on the number of days the executive was employed by the Company during the calendar year in which the termination occurs, (iv) a lump sum cash payment based on the employer portion of the monthly cost of maintaining health benefits for the executive and his eligible dependents for a period of time following the executive’s termination of employment (24 months for Mr. Gellert, 21 months for Mr. Llorca and 18 months for Messrs. Everett and Rossmiller), and (v) immediate vesting of the unvested portion of certain equity awards, and an extended exercise period for the executive’s outstanding stock options.

If a Qualifying Termination occurs within two years following a “Change in Control” (as such term is defined in the Executive Employment Agreement), the executive will be eligible to receive the same benefits described above, except that the bonus amount described in subsection (ii) will be no less than the executive’s target annual bonus for the year in which the termination occurs.

The executives’ receipt of the severance benefits described above are subject to the executive’s execution and non-revocation of an effective release of claims. The Executive Employment Agreements also provide for certain non-competition, non-solicitation and non-disparagement provisions that apply following a termination of employment. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) savings plan, disability benefits and accrued vacation pay.

39

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POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL

The following table sets forth the potential payments and the acceleration of stock options, and restricted stock and PRSUs upon the death, disability, qualified retirement, termination without “cause”of employment of the employee, or the occurrence of a “change-in-control”“Change in Control,” in each case, as of December 31, 2017.2023.

 

Name		Bonus Awards(1) ($)				Option Awards(2) ($)				Stock Awards(3) ($)				Total ($)
John Gellert			63,423				0				469,334				532,757
President and Chief Executive Officer
Matthew Cenac			170,398				0				0				170,398
Former Executive Vice President and Chief Financial Officer
Robert Clemons			10,570				0				135,240				145,810
Executive Vice President and Chief Operating Officer

Name		Termination for Cause or Resignation without Good Reason(1) ($)				Termination without Cause or Resignation for Good Reason ($)				Death or Qualified Retirement ($)				Disability(1) ($)				Change in Control(2) ($)
John Gellert
Severance Payments(3)			—				1,233,321				—				—				1,233,321
Annual Incentive(4)			—				1,020,000				—				—				1,020,000
Stock Options(5)			—				—				—				—				—
Restricted Stock(6)			—				4,664,746				4,664,746				4,664,746				4,664,746
PRSUs(7)			—				1,387,670				1,387,670				1,387,670				1,387,670
TOTAL			—				8,305,737				6,052,416				6,052,416				8,305,737
Jesús Llorca
Severance Payments(3)			—				685,406				—				—				685,406
Annual Incentive(4)			—				858,333				—				—				858,333
Stock Options(5)			—				—				—				—				—
Restricted Stock(6)			—				3,554,510				3,554,510				3,554,510				3,554,510
PRSUs(7)			—				1,003,738				1,003,738				1,003,738				1,003,738
TOTAL			—				6,101,987				4,558,248				4,558,248				6,101,987
Andrew H. Everett II
Severance Payments(3)			—				512,491				—				—				512,491
Annual Incentive(4)			—				715,000				—				—				715,000
Stock Options(5)			—				—				—				—				—
Restricted Stock(6)			—				1,695,244				1,695,244				1,695,244				1,695,244
PRSUs(7)			—				451,603				451,603				451,603				451,603
TOTAL			—				3,374,338				2,146,847				2,146,847				3,374,338
Gregory Rossmiller
Severance Payments (3)			—				512,491				—				—				512,491
Annual Incentive(4)			—				616,667				—				—				616,667
Stock Options(5)			—				—				—				—				—
Restricted Stock(6)			—				1,644,065				1,644,065				1,644,065				1,644,065
PRSUs(7)			—				451,603				451,603				451,603				451,603
TOTAL			—				3,224,826				2,095,668				2,095,668				3,224,826

______________________

(1)

Represents amounts that would become payablePursuant to the Named Executive Officer uponterms of each NEO’s employment agreement, if the applicable triggering eventNEO’s employment terminates as a result of disability or if the NEO resigns without “Good Reason,” the Company may elect to pay a certain amount of severance in exchange for the NEO agreeing not to compete for a period of six months. As this election is solely in the discretion of the Company, such payments are not included in the table above.

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(2)

As the Company’s equity awards, as well as each NEO’s employment, provide for double-trigger change in control provisions, the dollar amount in this column is based on the assumption that a change in control occurs that is subsequently followed by an involuntary termination of the NEO.

(3)

Pursuant to the terms of each NEO’s employment agreement, the dollar amount in this row reflects the amount to paid to the NEO based on a multiple of such NEO’s annual base salary as well as the amount to be paid in respect of a certain period of health benefits.

(4)

The Annual Incentive dollar amount in this row reflects (i) pursuant to the terms of SEACOR Holdings’each NEO’s employment agreement, the average annual cash bonus programof such NEO in respect of 2021, 2022 and 2023, and (ii) the remaining annual installments of the annual cash bonus amounts that werepreviously earned but the paymentin respect of which was deferred subject to the satisfaction of future service conditions.2022 and 2023 as described above.

(2)

(5)

The dollar amount in this column reflects the incremental valueAs of vesting based on the difference between the applicable strike price and the closing price of a share of the Company’s Common Stock on December 29, 2017 (the last trading day of the year), which was $11.70, for31, 2023, there were no unvested stock options held by any NEO that would accelerate upon the death, disability, qualified retirement or termination without “cause”“Cause” of the employee, or, assuming no replacement awards were provided, upon the occurrence of a “change“Change in control.Control.” Unvested options to purchase shares of the Company’s Common Stock with strike prices greater than $11.70 were excluded and therefore the amount shown in the table above for all Named Executive Officers is $0.

(3)

(6)

The dollar amount in this columnrow reflects the closing price of the Company’s Common Stock on December 29, 2017 (the last trading day of the year),2023, which was $11.70,$12.59, for unvested shares of the Company’s Common Stock that would accelerate upon the death, disability, qualified retirement or termination without “cause”“Cause” of the employee, or, assuming no replacement awards were provided, upon the occurrence of a “change“Change in control.Control.” Mr. Gellert and Mr. Clemons received these awards in connection with Spin-off as described above.

 

(7)

The dollar amount in this row reflects the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59, for each PRSU that is earned as of such date based on the specified stock price performance goal of such tranche of PRSUs and that would accelerate upon the death, disability, qualified retirement or termination without “Cause” of the employee or upon the occurrence of a “Change in Control.” As of December 29, 2023, the stock price performance goals of $3.98, $4.53, $5.11, $5.69 and $6.24 were satisfied for each tranche of the PRSUs granted in 2021, and the stock performance goals of $5.02, $5.72, $6.45, $7.19 and $7.88 were satisfied for each tranche of the PRSUs granted in 2022 and no other PRSUs were earned.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024.

The information contained in the above report will not be deemed to be “soliciting material” or “filed” with the SEC, nor will this information be incorporated into any future filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference.

The Compensation Committee: R. Christopher Regan (Chair), Andrew R. Morse, and Julie Persily

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Equity Compensation Plan Information

The following table sets forth information regarding the Company’s equity compensation plans as of December 31, 2017.2023.

 

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights (A)		Weighted-average exercise price of outstanding options, warrants and rights (B)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) (C)
Equity compensation plans approved by security holders		1,026,031		$12.66		1,812,963
Equity compensation plans not approved by security holders		—		—		—
Total		1,026,031		$12.66		1,812,963

 

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders			613,700			$	12.50				2,170,000
Equity compensation plans not approved by security holders			—				—				—

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PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company.

Year		Summary Compensation Table Total for PEO (1) ($)				Compensation Actually Paid to PEO (2) ($)				Average Summary Compensation Table Total for Non-PEO NEOs (3) ($)				Average Compensation Actually Paid to Non-PEO NEOs (4) ($)				Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (5) ($)				Net (Loss) Income (6) ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)
2023			3,253,217				5,015,116				1,903,231				2,746,633				465				(9,314,000.00	)
2022			2,755,582				5,568,170				1,518,054				2,779,848				338				(71,650,000.00	)
2021			2,602,774				2,132,673				1,370,007				1,161,032				125				33,136,000.00

	(1)
26	2018 Proxy Statement	The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Gellert (our Chief Executive Officer (PEO)) for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Gellert, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gellert during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Gellert’s total compensation for each year to determine the “compensation actually paid”:

 

Year		Reported Summary Compensation Table Total for PEO ($)				Reported Value of Equity Awards (a) ($)				Equity Award Adjustments (b) ($)				Compensation Actually Paid to PEO ($)
2023			3,253,217				(1,890,017	)			3,651,916				5,015,116
2022			2,755,582				(1,544,907	)			4,357,495				5,568,170
2021			2,602,774				(1,696,974	)			1,226,873				2,132,673

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. There were no “Option Awards” granted in respect of the applicable years.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year, (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

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Year		Year End Fair Value of Equity Awards ($)				Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)				Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)				Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)				Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)				Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)				Total Equity Award Adjustments ($)
2023			2,287,569				1,162,270				—				220,957				(18,880	)			—				3,651,916
2022			2,466,623				1,519,469				—				371,404				—				—				4,357,495
2021			963,641				37,725				—				225,507				—				—				1,226,873

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Gellert) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts for each of 2021, 2022 and 2023 were Jesús Llorca, Andrew H. Everett II and Gregory Rossmiller.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Gellert), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Gellert) for each year to determine the “compensation actually paid,” using the same methodology described above in Note (2)(b):

Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)				Average Reported Value of Equity Awards ($)				Average Equity Award Adjustments (a) ($)				Average Compensation Actually Paid to Non-PEO NEOs ($)
2023			1,903,231				(1,015,031	)			1,858,433				2,746,633
2022			1,518,054				(749,046	)			2,010,839				2,779,848
2021			1,370,007				(725,207	)			516,232				1,161,032

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

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Year		Average Year End Fair Value of Equity Awards ($)				Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)				Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)				Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)				Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)				Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)				Total Average Equity Award Adjustments ($)
2023			1,228,536				537,073				—				100,558				(7,733	)			—				1,858,433
2022			1,195,936				652,639				—				162,264				—				—				2,010,839
2021			411,815				19,061				—				85,356				—				—				516,232

(5)

Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The “measurement period” is the period beginning at the measurement point established by the market close on the last trading day before fiscal year 2021, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated.

(6)	The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation

S-K,

the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid vs. Cumulative Total Shareholder Return (“TSR”)

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Compensation Actually Paid vs. Net Income

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RELATED PARTY TRANSACTIONS

Related Party Transactions

Related Party Transactions Policy

The Company has established a written policy for the review and approval or ratification of transactions with Related Parties (the “Related Party Transactions Policy”) to assist it in reviewing transactions in excessthat exceed the thresholds for disclosure established under Item 404(a) of $120,000Regulation S-K promulgated by the SEC (“Related Party Transactions”) involving the Company and its subsidiaries and Related PersonsParties (as defined below). Examples include, among other things, sales, purchases or transfers of real or personal property, use of property or equipment by lease or otherwise, services received or furnished, borrowing or lending (including guarantees), and employment by the Company of an immediate family member of a Related PersonParty or a change in the material terms or conditions of employment of such an individual.

The Related Party Transactions Policy supplements the Company’s other conflict of interest policies set forth in the Company’s Corporate Governance Guidelines, its Code of Business Conduct and Ethics and its other internal procedures. A summary description of the Related Party Transactions Policy is set forth below.

For purposes of the Related Party Transactions Policy, a Related Person“Related Party” includes the Company’s directors, director nominees and members of management since the beginning of the Company’s last fiscal year, beneficial owners of 5%5.0% or more of any class of the Company’s voting securities and members of their respective Immediate Family (as defined in the Related Party Transactions Policy), as well as the Company’s affiliates, investees, trusts for the benefit of employees and other parties with which the Company may deal if one party can control or significantly influence the management or operating policies of the Company.

The Related Party Transactions Policy provides that Related Party Transactions must be approved or ratified by the Board.Audit Committee. The Board has delegated to the Audit Committee the review and, when appropriate, approval or ratification of Related Party Transactions. Upon the presentation of a proposed Related Party Transaction, the Related PersonParty is excused from participation and voting on the matter. In approving, ratifying or rejecting a Transaction, the Audit Committee will consider such information as it deems important to conclude if the transaction is fair and reasonable to the Company.

Whether a Related Person’sParty’s interest in a Related Party Transaction is material or not will depend on all facts and circumstances, including whether a reasonable investor would consider the Related Person’sParty’s interest in the Related Party Transaction important, together with all other available information, in deciding whether to buy, sell or hold the Company’s securities. In administering this policy, the Board or the relevant committee will be entitled (but not required) to rely upon such determinations of materiality by companythe Company’s management.

The following factors are taken into consideration in determining whether to approve or ratify a Related Party Transaction with a Related Person:Party:

 

the Related Party’s relationship to the Company and interest in the Related Party Transaction;

 

the approximate dollar value of the Related Party Transaction;

 

the approximate dollar value of the amount of the Related Party’s interest in the Related Party Transaction;

 

whether the Related Party Transaction was undertaken in the ordinary course of business of the Company;

 

whether the Related Party Transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

 

the purpose of, and the potential benefits to the Company, of the Related Party Transaction;

 

required public disclosures, if any; and

 

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any other information regarding the Related Party Transaction or the Related Party in the context of the proposed Related Transactionrelated transaction that would be material to investors in light of the particular circumstances.

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The following arrangements will not generally give rise to Related Party Transactions with a Related PersonParty for purposes of the Related Party Transactions Policy given their nature, size and/or degree of significance to the Company:

 

any employment by the Company of an executive officer of the Company or any of its subsidiaries if the compensation is approved (or recommended to the Board for approval) by the Company’s Compensation Committee.

any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under Item 402.Committee;

 

•

any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K; and

•

any transaction where the Related Party’s interest arises solely from the ownership of the Company’s Common Stock and all holders of the Company’s Common Stock received the same benefit on a pro rata basis (e.g., dividends).

Certain Relationships and Related Transactions

Transactions with SEACOR HoldingsCarlyle

In connection with the Spin-off, the Company entered into certain agreements with SEACOR Holdings that govern the Company’s relationship with SEACOR Holdings following the Spin-off, including a Distribution Agreement, two Transition Services Agreements, an Employee Matters Agreement and a Tax Matters Agreement. The summaries of each of these agreements set forth below are qualified in their entireties by reference to the full text of the applicable agreements.

Distribution Agreement

The Company entered into a distribution agreement with SEACOR Holdings in connection with the Spin-off (the “Distribution Agreement”). The Distribution Agreement sets forth the agreements betweenOn October 5, 2022, the Company and SEACOR Holdings regarding the principal transactions that were necessary to separate the Company from SEACOR Holdings. It also sets forth othercertain funds affiliated with The Carlyle Group Inc. (the “Carlyle Investors”) entered into two agreements that govern certain aspects of the Company’s relationship with SEACOR Holdings following the Spin-off.

In general, neither the Company nor SEACOR Holdings made any representations or warranties regarding the transactions covered by the Distribution Agreement or the respective businesses, assets, liabilities, condition or prospects of SEACOR Holdings or the Company.

Removal of Guarantees and Releases from Liabilities. The Distribution Agreement provides (i) that the Company and SEACOR Holdings use commercially reasonable efforts to cause SEACOR Holdings to be released from any guarantees it has given to third parties on the Company’s behalf, including guarantees of ship construction contracts and letters of credit, (ii) for the Company’s payment to SEACOR Holdings of a 0.5% per annum fee in respect of the aggregate obligations under guarantees provided by SEACOR Holdings on the Company’s behalf that were not released prior to the Spin-off and (iii) for the indemnification of SEACOR Holdings on the Company’s behalf for payments made under any guarantees provided by SEACOR Holdings on the Company’s behalf to third parties that were not released prior to the Spin-off. The Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between the Company and SEACOR Holdings, if any. The Company recognized guarantee fees paid to SEACOR Holdings in connection with sale-leaseback arrangements of $0.3 million during 2017, as additional leased-in equipment operating expenses. Guarantee fees paid to SEACOR Holdings for all other obligations recognized as SEACOR Holdings guarantee fees and for 2017 the aggregate amount totaled $0.5 million (including sale-leaseback fees).

Release of Claims. The Company agreed to broad releases pursuant to which the Company released SEACOR and its affiliates, successors and assigns from, and indemnify and hold harmless all such persons against and from, any claims against any of them that arise out of or relate to:issued the Carlyle Investors (i) the management$90.0 million in aggregate principal amount of the Company’s business and affairs on or prior to the distribution date, (ii) the terms of any agreements or other documents related to the Spin-off or (iii) any other decision made or action taken relating to u the Company or the distribution.

Indemnification. The Company and SEACOR Holdings agreed to indemnify each other and each of the Company’s and SEACOR Holdings’ respective affiliates and representatives, and each of the heirs, executors, successors and assigns of such representatives against certain liabilities in connection with the Spin-off, all liabilities to the extent relating to or arising out of our or their respective business as conducted at any time, and any breach by such company of the Distribution Agreement

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Transition Services Agreements

In connection with the Spin-off, the Company and SEACOR Holdings entered into two separate transition services agreements on an interim basis to help ensure an orderly transition following the Spin-off: (i) the SEACOR Holdings Transition Services Agreement, pursuant to which SEACOR Holdings provides the Company with a number of support services, including information systems support, benefit plan management, cash disbursement support, cash receipt processing and treasury management8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”), and (ii) the SEACOR Marine Transition Services Agreement, pursuant to which the Company provides SEACOR Holdings with general payroll services. Under the transition services agreements, the Company and SEACOR Holdings agreed to indemnify one another against certain liabilities. In addition, SEACOR Holdings will provide the Company and/or the Company will provide SEACOR Holdings with such other services as may be agreed to by the Company and SEACOR Holdings in writing from time to time. Neither the Company nor SEACOR Holdings has any obligation to provide additional services.

Under the SEACOR Holdings Transition Services Agreement, SEACOR Holdings provides the Company with the services described above in a manner historically provided to the Company by SEACOR Holdings during the 12 months prior to the date of the agreement, and the Company uses the services for substantially the same purposes and in substantially the same manner as the Company used them during such 12 month period. Under the SEACOR Marine Transition Services Agreement, the Company provides SEACOR Holdings with general payroll services in a manner historically provided to SEACOR Holdings by the Company during the 12 months prior to the date of the agreement, and SEACOR Holdings uses the services for substantially the same purposes and substantially the same manner as SEACOR Marine used them during such 12 month period.

Pursuant to the SEACOR Holdings Transition Services Agreement, the Company is obligated to reimburse SEACOR Holdings up to 50% of the severance and restructuring costs actually incurred by SEACOR Holdings as a result of the Spin-off up to, but not in excess of, $6.0 million (such that the Company shall not be obligated to pay more than $3.0 million). As of December 31, 2017, the Company has reimbursed SEACOR Holdings severance and restructuring costs of $0.7 million recognized as additional administrative and general expenses in the accompanying condensed consolidated statements of loss. Following the completion of the Spin-off, the Company is no longer charged for management fees or shared services allocation for administrative support by SEACOR Holdings; however, the Company continues to be supported by SEACOR Holdings for corporate services for a net fee of $6.3 million per annum pursuant to the Transition Services Agreements with SEACOR Holdings. For the year ended December 31, 2017, the Company incurred fees of $3.3 million for these services that were recognized as additional administrative and general expenses. The fees incurred will decline as the services and functions provided by SEACOR Holdings are terminated and replicated within the Company. During 2017, the Company paid $3,503,333 under the SEACOR Holdings Transition Services Agreement and SEACOR Holdings paid the Company $210,000 under the SEACOR Marine Transition Services Agreement.

Each Transition Services Agreement will continue in effect for up to two years. In the event that the Company defaults under the SEACOR Holdings Transition Services Agreement or SEACOR Holdings defaults under the SEACOR Marine Transition Services Agreement, the non-breaching party may, in addition or as an alternative to terminating the respective agreement, declare immediately due and payable all sums which are payable under such agreement or suspend such agreement and decline to continue to perform any of the obligations thereunder.

Employee Matters Agreement

In connection with the Spin-off, the Company entered into an employee matters agreement with SEACOR Holdings (the “Employee Matters Agreement”). The Employee Matters Agreement allocated liabilities and responsibilities between the Company and SEACOR Holdings relating to employee compensation and benefit plans and programs, including the treatment of retirement and health plans, equity incentive and compensation programs.

In general, the Employee Matters Agreement provided that, following the Spin-off, the Company’s employees will participate in the Company’s equity incentive plans and will cease to participate in SEACOR Holdings’ equity incentive plans with respect to awards granted following the Spin-off. In general, the Company is responsible for the employment and benefit-related obligations and liabilities of the Company’s employees following the Spin-off.

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Tax Matters Agreement

In connection with the Spin-off, the Company and SEACOR Holdings entered into a tax matters agreement (the “Tax Matter Agreement”) that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters with respect to U.S. federal income taxes for periods during which the Company was part of SEACOR Holdings’ consolidated tax group, after taking into account any tax sharing payments that have already been made, (i) SEACOR Holdings is required to compensate the Company, or alternatively, the Company is required to compensate SEACOR Holdings, for use of any net operating losses, net capital losses or foreign tax credits generated by the operations of the other party as calculated on a separate company basis and utilized in the consolidated tax return and (ii) the Company is required to compensate SEACOR Holdings for any taxable income attributable to the Company’s operations. Taxes relating to or arising out of the failure of the Spin-off to qualify as a tax-free transaction for U.S. federal income tax purposes will be borne by SEACOR Holdings, except, in general, if such failure is attributable to the Company’s action or inaction or SEACOR Holdings’ action or inaction, as the case may be, or any event (or series of events) involving the Company’s assets or stock or the assets or stock of SEACOR Holdings, as the case may be, in which case the resulting liability will be borne in full by the Company or SEACOR Holdings, respectively.

The Company’s obligations under the Tax Matters Agreement are not limited in amount or subject to any cap. Further, even if the Company is not responsible for tax liabilities of SEACOR Holdings and its subsidiaries under the Tax Matters Agreement, the Company nonetheless could be liable under applicable tax law for such liabilities if SEACOR Holdings were to fail to pay them. If the Company is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.

The Tax Matters Agreement also contains restrictions on the Company’s ability (and the ability of any member of the Company’s group) to take actions that could cause the Spin-off to fail to qualify as a tax-free transaction for U.S. federal income tax purposes, including entering into, approving or allowing any transaction that results in a sale or other disposition of a substantial portion of the Company’s assets or stock and the liquidation or dissolution of the Company and certain of the Company’s subsidiaries. These restrictions will apply for the two-year period after the Spin-off, unless SEACOR Holdings obtains a private letter ruling from the IRS or an unqualified opinion of a nationally recognized law firm that such action will not cause the distribution to fail to qualify as a tax-free transaction for U.S. federal income tax purposes. Notwithstanding receipt of such ruling or opinion, in the event that such action causes the Spin-off to fail to qualify as a tax-free transaction for U.S. federal income tax purposes, the Company will continue to remain responsible for taxes arising therefrom.

Other Transactions with SEACOR Holdings

The Company provided services of $0.1 million to SEACOR Holdings during the year ended December 31, 2017.

Immediately preceding the Spin-off and pursuant to the Investment Agreement, the Company reimbursed SEACOR Holdings for the final settlement of non-deductible Spin-off related expenses of $3.4 million.

Transactions with Carlyle.

On December 1, 2015, the Company issued $175.0$35.0 million aggregate principal amount of itsthe Company’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”) in exchange for all $125.0 million in aggregate principal amount of the Company’s convertible senior notes due 2023 (the “Old Convertible Notes”) outstanding (the “Exchange Transaction”).

Consistent with the requirements of the documents governing the Old Convertible Notes, to investment funds managed and controlled by Carlyle. Interest on the Convertible Notes is payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2016. A description of the Convertible Notes is available in the Company’s 2017 Annual Report on Form 10-K.

Pursuant to the note purchase agreement for the Convertible Notes and the Investment Agreement, the Company mustremains required to use reasonable best efforts, subject to its directors’ fiduciary duties, to cause a person designated by Carlyle (if Carlyle so chooses) to be appointed as a director on the Board, if Carlyle, solely as a result of the conversion of the Convertible Notes for shares of our Common Stock, collectively owns or continues to own or(or would own 10%upon conversion), 10.0% or more of our outstanding shares of Common Stock. During 2017, Ferris Hussein servedStock on a fully diluted basis (the “Board Nomination Right”). The Board Nomination Right was previously contained in the Board asnote purchase agreement (“Note Purchase Agreement”) and the director designatedinvestment agreement (the “Investment Agreement”), by and between the Company and Carlyle until his resignation on April 17, 2018.in connection with the issuance of the Old Convertible Notes. Carlyle has not exercised this right subsequent to Mr. Hussein’s resignation but retains theits Board Nomination Right since 2018. Carlyle was also provided a right to appoint a Board member. Mr. Hussein has been designated byboard observer under certain circumstances. A representative of Carlyle to observeobserves meetings of the Board pursuant to Carlyle’s observer rights under the Convertible Notes.Notes Exchange Agreement. This observation right will terminate at the time Carlyle owns less than the lesser of (i) $50.0 million in aggregate principal amount of the Convertible Notes or a combination of theNew Convertible Notes and ourGuaranteed Notes, and (ii) New Convertible Notes and Guaranteed Notes and warrants to purchase Common Stock at an exercise price of $0.01 per share (“Warrants”) representing less than 5%5.0% of the Company's Common Stock outstanding on a fully diluted basis, assuming the conversion of all of thesuch New Convertible Notes held by Carlyle.

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In April 2018,Carlyle and the Company agreed to enter into the following transactions with Carlyle:

●

The Company and Carlyle will exchange $50 million in principal amount of the Convertible Notes for Common Stock (or warrants to purchase an equivalent number of shares of Common Stock at an exercise price of $0.01 per share) at an exchange rate of 37.73 per $1,000 principal amount of the Convertible Notes (equivalent to an exchange price of $26.50) for a total of approximately 1.9 million shares of Common Stock (the “Exchange”); and

●

The Company and Carlyle will amend the $125 million in principal amount of Convertible Notes that will remain outstanding after the Exchange to (i) increase the interest rate from 3.75% per annum to 4.25% per annum and (ii) extend the maturity of the Convertible Notes by 12 months to December 1, 2023.

In addition, Carlyle purchased 750,000 shares of Common Stock in the PIPE Issuance.

Transactions with Others

JMG GST LLC, an entity managed by Mr. Gellert, purchased $1,000,000, or 50,000 shares, of Common Stock in the PIPE Issuance.

Mr. Fabrikant, Mr. Gellert, other members of the Company’s managementWarrants. Carlyle has exercised this observer right with respect to most board meetings during 2023 and board of directors and other unaffiliated individuals indirectly invested in OSV Partners LP LLC (“OSV Partners”) by purchasing interests from two unaffiliated limited partners of OSV Partners who wishedwe expect they will continue to dispose of their interests.do so as long as they maintain that right under the Convertible Notes Exchange Agreement.

During 2023, the Carlyle Investors exercised 135,150 Warrants. As of December 31, 2017, limited liability companies controlled by management and directors2023, the Carlyle Investors had 1,304,333 outstanding Warrants.

Transactions with CME

Mr. Alfredo Miguel Bejos, a Director of the Company, had invested $1.5 million, or 3.9%currently serves as President and Chief Executive Officer of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”). In accordance with the Related Transaction Policy, the Audit Committee has adopted guidelines for addressing ongoing CME-related transactions.

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Prior to the consummation of the Framework Agreement Transactions described below, the Company participated in a variety of joint ventures with CME, including Mantenimiento Express Maritimo, S.A.P.I. de C.V. (“MexMar”), Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”) and $0.3 million, or 5.0%,SEACOR Marlin LLC. The joint venture agreements for each of these joint ventures were negotiated at arms-length in the limited partner interestsordinary course of business. Each of MexMar, OVH and preferred interests of OSV Partners, respectively. As of December 31, 2017, the investments of Messrs. Fabrikant and Gellert in such limited liability companies were $0.3 million each, representing 30.4% of such limited liability companies’ membership interests. The Company owns 30.4% and 38.6% in the limited partner interests and preferred interests of OSV Partners, respectively. The general partner of OSV Partners isSEACOR Marlin LLC was a joint venture managedcompany that was 49% owned by a wholly-owned subsidiary of the Company and 51% owned by subsidiaries of CME.

On September 29, 2022, the Company and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and OVH, on the other hand, entered into the Framework Agreement (the “Framework Agreement”). OTM and CME Ireland are affiliates of CME. Prior to the closing of the Framework Agreement Transactions, the Company owned 49% of each of MexMar and OVH through SEACOR Marine International LLC, a wholly-owned subsidiary of the Company (“SEACOR Marine International”), and the remaining 51% ownership interests were held by OTM. The Company also owned a minority interest in SEACOR Marlin LLC, the owner of the PSV SEACOR Marlin, and the remaining ownership interests of SEACOR Marlin were held by MexMar. The Framework Agreement provided for, among other things, (i) the sale by the Company of all of the outstanding equity interests of SEACOR Marine International to OTM for a purchase price of $66 million, (ii) the sale by the Company of the SEACOR DAVIS anchor handling towing supply vessel to CME Ireland in exchange for the remaining equity interests in SEACOR Marlin LLC, such that SEACOR Marlin LLC would become a wholly-owned subsidiary of the Company, (iii) the transfer of a hybrid battery system from OVH to the Company as repayment in full of a certain vessel loan agreement by the Company to its former joint venture, and (iv) entry into a bareboat charter agreement between SEACOR Marlin LLC and MexMar (collectively, the “Framework Agreement Transactions”).

In connection with the closing of the Framework Agreement Transactions, on September 29, 2022, SEACOR Marine Capital Inc., a wholly-owned subsidiary of the Company (“SEACOR Marine Capital”) purchased all of the outstanding loans under the Second Amended and Restated Term Loan Credit Facility Agreement, made as of July 8, 2022, by and among MexMar, as the borrower, DNB Capital LLC and The Governor and Company of the Bank of Ireland, each as lenders, and DNB Bank ASA, New York Branch, as facility agent (as amended from time to time, the “MexMar Original Facility Agreement”) for an unaffiliated third party.aggregate amount of $28.8 million, representing par value of the loan. The purchase was funded using proceeds received from the Framework Agreement Transactions. On the same date the facility was amended pursuant to a Third Amended and Restated Facility Agreement (“MexMar Third A&R Facility Agreement”) to, among other things, (i) provide for the prepayment by MexMar of approximately $8.8 million of the outstanding loan amount, to reduce the outstanding principal on the loan to $20.0 million, (ii) modify the definition of “Change of Control,” (iii) modify the maturity date from January 23, 2025 to September 30, 2023, (iv) decrease the minimum cash requirement from $10.0 million to $2.5 million, (v) modify the interest margin from 4.7% to 5.0%, and (vi) modify the principal repayment profile to reflect four quarterly installments of $5.0 million to repay the loan by the maturity date. All collateral and security arrangements remain in place from the MexMar Original Facility Agreement, including a first priority mortgage on 13 offshore support vessels owned by MexMar. As a result, SEACOR Marine Capital was the sole lender to MexMar under the MexMar Third A&R Facility Agreement. This loan was repaid in full as of September 30, 2023.

Each of the Framework Agreement Transactions and the transactions entered into in connection with the MexMar Third A&R Facility Agreement (the “MexMar Facility Agreement Transactions”) were subject to the oversight of, and received advance approval from, the Audit Committee as related party transactions subject to the Company’s Related Party Transaction Policy. Mr. Miguel recused himself from the Audit Committee and the Board deliberations with respect to the Framework Agreement Transactions and the Mexmar Facility Agreement Transactions. The Board received a third-party fairness opinion with respect to the Framework Agreement Transactions.

 

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PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (“SAY ON PAY”)

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of Contents

2010 and Section 14A of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “Say on Pay,” gives stockholders the opportunity, on an advisory basis, to approve or vote against Named Executive Officer compensation, or abstain from voting with respect to such proposal.

Our executive compensation program is designed to enhance stockholder value by focusing on performance factors that align with our strategic objects; attract, motivate and retain highly-qualified executives committed to the Company’s long-term success; and provide competitive salaries relative to their peers. To that end, we provide a program of cash and equity-based awards to promote executive continuity, to align the interests of the Company’s executives with those of our stockholders and to reward executives for superior performance.

We urge stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes the Company’s executive compensation programs and the decisions made by the Compensation Committee and the Board with respect to the year ending December 31, 2023.

The Board is asking stockholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement, including the Executive Compensation, compensation tables and narrative discussion contained therein, is hereby approved.”

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any Named Executive Officer and will not be binding on or overrule any decisions of the Company, the Board or the Compensation Committee; it will not create or imply any change to the fiduciary duties of, or create or imply any additional duties for, the Company, the Board or the Compensation Committee; and it will not restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. Although non-binding, the Board and the Compensation Committee will review and consider the voting results in their entirety when making future decisions regarding our executive compensation program.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

 

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PROPOSAL NO. 2

Ratification of Appointment of
Independent Registered Public Accounting Firm

3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends that stockholders ratify the appointment of Grant Thornton LLP (“Grant Thornton”), independent registered public accounting firm to audit the accounts of the Company and its subsidiaries for the fiscal year ending December 31, 2018.2024. The appointment of Grant Thornton was recommended to the Board by its Audit Committee.

On June 9, 2017, the Company with the approval of the Audit Committee of the Company’s Board of Directors, dismissed Ernst & Young LLP (“EY”) asGrant Thornton has been the Company’s independent registered public accounting firm.      

During the Company’s fiscal years ended December 31, 2016firm since June 12, 2017, and December 31, 2015 and during the subsequent interim period from January 1, 2017, through June 9, 2017, (i) there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as noted below.

The audit reports of EY on the consolidated financial statements of the Company for the fiscal years ended December 31, 2016, and December 31, 2015, in which EY was the Company’s auditor, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the audit for the year ended December 31, 2016, material weaknesses in internal control were identified related to the (i) review and approval of manual journal entries made to the Company’s general ledger and (ii) review and documentation of assumptions, data and calculations used in the Company’s assessment of potential impairments of vessels and other- than-temporary impairments of its equity method investments.

The Company provided EY with a copy of the disclosure set forth in Item 4.01 of the Current Report on Form 8-K that was filed with the SEC on June 15, 2017 (the “Form 8-K”) and requested that EY furnish the Company with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not EY agrees with the statements related to them made by the Company in the Form 8-K. A copy of EY’s letter to the SEC dated June 15, 2017 is attached as Exhibit 16.1 to the Form 8-K and was incorporated by reference to the Company’s 2017 Annual Report on Form 10-K.

On June 9, 2017, upon the recommendation of the Audit Committee believes that the Company’s Boardcontinued retention of Directors authorized the Company to engage Grant Thornton as the Company’s independent registered public accounting firm foris in the year ending December 31, 2017, who were formally engaged on June 12, 2017.

During the fiscal years ended December 31, 2016 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through June 9, 2017, neitherbest interest of the Company nor anyone onand its behalf consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

stockholders.

Representatives of Grant Thornton will be virtually present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to stockholder questions after the conclusion of the Annual Meeting.

The affirmative vote of the holders of a majority in voting power of the Common Stock represented in personvirtually or by proxy and entitled to vote at the Annual Meeting is required to ratify the appointment of Grant Thornton.

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Independent Registered Public Accounting Firm Fee Information

Fees for professional services provided by Grant Thornton LLP for the years ended December 31 were as follows:

 

		2017(1)				2016(1)				2023     ($)		2022     ($)
Audit Fees		$	898,750			$	N/A			1,681,488		1,512,474
Audit-Related Fees			—				N/A			—		—
Tax Fees			—				N/A			3,531		38,513
All Other Fees			—				N/A			—		—
Total		$	898,750			$	N/A			1,685,019		1,550,987

Fees for professional services provided by Ernst & Young for the years ended December 31 were as follows:

		2017(1)				2016(1)
Audit Fees		$	65,791			$	—
Audit-Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
Total		$	65,791			$	—

⁽¹⁾ Prior to the Spin-off on June 1, 2017, our former parent, SEACOR Holdings, paid all audit, audit-related, tax and otherAudit Fees. These fees of the independent registered public accounting firm. The 2017 fees above include fees allocated by SEACOR Holdings and those paid directly by SEACOR Marine.

Audit Fees represent fees for professional services provided in connection with the audit of the Company’s financial statements, reporting on management’s assertions regarding internal controls over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act, review of the Company’s quarterly financial statements, and services provided in connection with other statutory and regulatory filings or regulatory filings. engagements for the fiscal years shown.

Audit-Related Fees representFees. Grant Thornton did not perform any audit-related services for the Company in fiscal year 2023 or 2022.

Tax Fees. These fees for professional services provided in consulting on interpretations and application of FASB pronouncements and SEC regulations. Tax Fees represent fees forinclude services in connection with the preparation and filing of tax returns in jurisdictions outside the United States.

All Other Fees primarily include labor law certificationFees. Grant Thornton did not charge the Company for any non-audit services provided to the Company’s foreign subsidiaries in accordance with local requirements.

fiscal year 2023 or 2022.

The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of our independent registered public accountants. All of the services described in the foregoing table were approved in conformity with the Audit Committee’s pre-approval process.

Pre-approval Policy for Services of Independent Registered Public Accounting Firm.The Audit Committee’s policy is to pre-approve all audit services, audit-related services and other services permitted by law provided by the independent registered public accounting firm. In accordance with that policy, the Audit Committee annually reviews and approves a list of specific services and categories of services, including

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audit, audit related, tax, and other permitted services, for the current or upcoming fiscal year, subject to specified terms and cost levels. Any service not included in the approved list of services or any modification to previously approved services, including changes in fees, must be specifically pre-approved by the Audit Committee. Where proposed additions or modifications relate to tax and all other non-audit services to be provided by the independent registered public accounting firm, the Audit Committee may delegate the responsibility of pre-approval to the Chairchairperson of the Audit Committee. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee has delegated authority to its Chair,chairperson, and/or to such other members of the Audit Committee that the Chairchairperson may designate, to review and, if appropriate, approve in advance, any request by the independent registered public accounting firm to provide tax and/or all other non-audit services.

 

The Board unanimously recommends a vote FOR ratification of the THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm.

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Audit Committee Report

In connection with the Company’s consolidated financial statements for the year ended December 31, 2017,2023, the Audit Committee has:

 

reviewed and discussed the audited financial statements with the Company’s management;

 

discussed with the Company’s independent registered public accounting firm, Grant Thornton LLP, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees; and

 

received the written disclosures and the letter from Grant Thornton LLP as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed the firm’s independence with Grant Thornton LLP that firm’s independence.LLP.

Based on the review and discussions with the Company’s management and the independent registered public accounting firm, as set forth above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 20172023 Annual Report, for filing with the SEC.

The foregoing report is respectfully submitted by the members of the Audit Committee at the time of the recommendation.

The Audit Committee: Andrew R. Morse

(Chair), R. Christopher Regan, Julie Persily

Messrs. Morse and Regan were members of the Audit Committee at the time of the recommendation that the audited financial statements be included in the Company’s 2017 Annual Report, for filing with the SEC and they recommended inclusion of such statements at that time.

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under those Acts.

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Other Matters

 

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OTHER MATTERS

Other Actions at the Annual Meeting

The Board does not intend to present any other matter at the Annual Meeting. The Board has not been informed that any other person intends to present any other matter for action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

Annual Report

A copy of the Company’s 2017 Annual Report, accompanies this Proxy Statement and should be read in conjunction herewith.

Stockholder Nomination of Directors

STOCKHOLDER NOMINATION OF DIRECTORS

The By-Laws establish an advance notice procedure with regard to the nomination (other than by or at the direction of the Board or a committee thereof) of candidates for election as directors (the “Nomination Procedure”). Only persons who are nominated by the Board, a committee appointed by the Board, or by a stockholder who has complied with the nomination procedures set forth in the By-Laws and provided timely written notice to the Secretary of the Company prior to the meeting at which directors are to be elected, are eligible for election as directors of the Company. To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary of the Company at the Company’s principal executive offices not earlier than the close of business on the one hundred fiftieth (150th) day nor later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary date of the previous year’s annual meeting of stockholders (or if there was no such prior annual meeting, not earlier than the close of business on the one hundred fiftieth (150th) day nor later than the one hundred twentieth (120th) day prior to the date which represents the second Tuesday in May of the current year); provided, however, that in the event that the date of the annual meeting is more than twenty-five (25) days before or after such anniversary date, then, to be considered timely, notice by the stockholders must be received not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Company. The notice must contain (A) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be transacted, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-Laws, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting, and (iv) any material interest of such stockholder in such business; and (C) as to the stockholder giving the notice on whose behalf the nomination or proposal is made (i) the name and address, as they appear on the Company’s most recent stockholder lists, of the stockholder proposing such proposal, (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the stockholder, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or other proposal between or among such stockholder, any affiliate or associate, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, with respect to shares of stock of the Company, (v) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in personvirtually or by proxy at the meeting to propose such business or nomination, and (vi) a representation whether the stockholder intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. Any stockholder who desires to propose any matter at an annual meeting of stockholders shall, in addition to the aforementioned requirements described in clauses (A) through (C), comply in all material respects with the content and procedural

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requirements of Rule 14a-8 of Regulation 14A under the Exchange Act, irrespective of whether the Company is then subject to such rule or said act. The presiding officer of the meeting may refuse to acknowledge nomination of any person not made in compliance with the Nomination Procedure.

Although the By-Laws do not empower the Board with the right to approve or disapprove of stockholder nominations for the election of directors or any other business properly brought by the Company’s stockholders at any annual or special meeting, the foregoing Nomination Procedure may nevertheless have the effect of (i) precluding a nomination for the election of directors or precluding the transaction of business at a particular meeting if the proper procedures are not followed, or (ii) deterring a third party from conducting a solicitation of proxies or contest to elect his or its own slate of director nominees or otherwise attempting to obtain control of the Company.

 

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Stockholder Proposals for the 2019 Annual Meeting

STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING

Proposals that stockholders believe should be voted upon at the Company’s Annual Meetingannual meeting of stockholders may be eligible for inclusion in the Company’s Proxy Statement. In accordance with the provisions of Rule 14a-8 under the Exchange Act, Stockholder proposals for the 2019 Annual Meeting2025 annual meeting of Stockholdersstockholders must be received by the Company on or before December 28, 2018,31, 2024, to be eligible for inclusion in the proxy statement and proxy card relating to the 2019 Annual Meeting2024 annual meeting of Stockholders,stockholders, unless the Company determines to hold the meeting more than 30 days before or after the anniversary of the 20182023 meeting. Under those circumstances, the Company will issue a public announcement as soon as it determines the meeting date and stockholder proposals will need to be submitted within a reasonable time before the Company expects to print the proxy. Any such proposals should be sent via registered, certified or express mail to: Corporate Secretary, SEACOR Marine Holdings Inc., 7910 Main Street,
Houma, Louisiana 70360.

12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

As a separate and distinct matter from proposals under Rule 14a-8, in accordance with Article I, Section 3 of the By-Laws of the Company, in order for business to be properly brought before the next annual meeting by a stockholder, such stockholder must deliver to the Company timely notice thereof. To be timely, a stockholder’s notice must be delivered or mailed to and received by the Corporate Secretary at the principal executive offices of the Company, not earlier than the close of business on the one hundred fiftieth (150th) day nor later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary date of the previous year’s annual meeting (or if there was no such prior annual meeting, not earlier than the close of business on the one hundred fiftieth (150th) day nor later than the one hundred twentieth (120th) day prior to the date which represents the second Tuesday in May of the current year); provided, however, that in the event that the date of the annual meeting is more than twenty-five (25) days before or after such anniversary date, then, to be considered timely, notice by the stockholders must be received not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

	For the Board of Directors,
	Andrew H. Everett II
	Senior Vice President
	General Counsel and Secretary

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Directors,

 

Important

Andrew H. Everett II

Senior Vice President,

General Counsel and Secretary

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IMPORTANT INFORMATION

Voting Information

Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on ratification of the selection of Grant Thornton LLP as auditors for 2018)2024), unless you provide specific instructions by completing and returning the Voting Instruction Form.voting instruction card. For your vote to be counted, you now must communicate your voting decisions to your broker, bank or other financial institution before the date of the Annual Meeting.

Your Participation in Voting the Shares You Own is Important

Voting your shares is important to ensure that you have a say in the governance of your company and to fulfill the objectives of the majority voting standard that we apply in the election of directors. Please review the proxy materials and follow the instructions on the proxy card or Voting Instruction Formvoting instruction card to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in our Company’s future.

Annual Report

A copy of the Company’s 2023 Annual Report accompanies this Proxy Statement and should be read in conjunction herewith.

Householding

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.

As a result, if a stockholder holds shares through a broker and resides at an address at which two or more stockholders reside, that stockholder will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual report or proxy statement in the future, that stockholder should contact their broker or send a request to the Secretary at the Company’s principal executive offices. The Company will deliver, promptly upon written or oral request to the Secretary, a separate copy of the 2023 Annual Report and this Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

More Information is Available

If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The SEC also has a website (www.sec.gov/(www.sec.gov/spotlight/proxymatters.shtml)proxymatters.shtml) with more information about your rights as a stockholder. Additionally, you may contact ourthe Company’s Investor Relations Department by mail sent to 12121 Wickchester Lane, Suite 500, Houston, Texas 77079, Attention: Investor Relations, or by email at InvestorRelations@ckor.com.InvestorRelations@seacormarine.com.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2018

This proxy statement and the 2017 Annual Report are available at https://ir.seacormarine.com/proxy-information

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON JUNE 4, 2024

This Proxy Statement and the 2023 Annual Report are available at

https://ir.seacormarine.com/financial-information/annual-reports-and-proxy-statements

 

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SEACOR Marine Holdings Inc. Annual Meeting of ContentsStockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ON EACH OF THE NOMINEES LISTED IN PROPOSAL 1, AND FOR ON PROPOSALS 2 AND 3 BOARD OF PROPOSAL YOUR VOTE DIRECTORS RECOMMENDS 1. Election of Directors FOR WITHHOLD 1.01 Andrew R. Morse FOR 1.02 John Gellert FOR 1.03 R. Christopher Regan FOR 1.04 Julie Persily FOR 1.05 Alfredo Miguel Bejos FOR FOR AGAINST ABSTAIN 2. Advisory vote to approve Named Executive Officer compensation (Say on Pay) FOR 3. Ratification of the appointment of Grant Thornton LLP as SEACOR Marine Holdings Inc.’s FOR independent registered public accounting firm for the fiscal year ending December 31, 2024 NOTE: The Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You must register to attend the meeting online and/or participate at www.proxydocs.com/SMHI Authorized Signatures—Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date 

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