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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Large accelerated filer
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☐
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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EXPLANATORY NOTE
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2
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FORWARD-LOOKING STATEMENT
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3
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PART III
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4
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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4
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ITEM 11.
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EXECUTIVE COMPENSATION
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14 |
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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39
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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43
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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44
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PART IV
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45
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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45
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Name, Age and Position
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Business and Leadership Experience, Skills, and Qualifications
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Tidewater Director since
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Darron M. Anderson, 52
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Business and Leadership Experience: Mr. Anderson has served as President and Chief Executive Officer, and as a member of the board of directors, of Ranger Energy Services, LLC (NYSE: “RNGR”) since March 2017. Mr. Anderson was previously an executive of Express Energy Services from 2004 through 2015, serving as its President and Chief Executive Officer from 2008 to 2015. Subsequent to his time as President and Chief Executive Officer of Express Energy Services, Mr. Anderson evaluated potential acquisition opportunities from 2015 to 2016, and consulted for Littlejohn & Co., LLC from 2016 to 2017, and for CSL Capital Management, L.P. during 2017. Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1991, holding positions of increasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to pursue an entrepreneurial career in oil field services where he has spent the last 23 years building successful service organizations focused on land and offshore drilling, completion and production operations. Mr. Anderson holds a B.S. in Petroleum Engineering from the University of Texas at Austin.
Skills and Qualifications: Mr. Anderson brings to our board extensive leadership experience in the energy industry, particularly in offshore and on land drilling, as well as an entrepreneurial spirit and mindset.
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2020
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Dick Fagerstal, 60
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Business and Leadership Experience: Mr. Fagerstal currently serves as Executive Chairman of the Global Marine Group, a subsea cable installation and maintenance business based in Chelmsford, England in the United Kingdom, since February 2020. From 2014 to 2020, Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, the prior owner of the same business. He served as an independent director of Frontier Oil Corporation, Manila, Philippines, from 2014 to 2017. Mr. Fagerstal previously held the positions of Senior Vice President, Finance & Corporate Development from 2003 to 2014 and Vice President, Finance & Treasurer from 1997 to 2003 at SEACOR Holdings Inc. (NYSE: “CKH”). Mr. Fagerstal held the positions of Executive Vice President, Chief Financial Officer and director of Era Group Inc. (NYSE: “ERA”) from 2011 to 2012 and was the Senior Vice President and Chief Financial Officer and director of Chiles Offshore Inc. (AMEX: “COD”) from 1997 to 2002. Prior to that time, he served as a senior banker at DNB ASA in New York from 1986 to 1997. Prior to his business career, Mr. Fagerstal served as an officer in the Special Air Service unit of the Swedish Special Forces from 1979 to 1983. Mr. Fagerstal earned a B.S. in Economics from the University of Gothenburg and an M.B.A. in Finance, as a Fulbright Scholar, from New York University.
Skills and Qualifications: Mr. Fagerstal brings a strong business, finance and accounting background to our board. Given the nature and scope of our operations, his extensive international business experience and considerable knowledge of the energy and maritime industries contributes to our board’s collective ability to monitor the risks and challenges facing our company.
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2017
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Name, Age and Position | Business and Leadership Experience, Skills, and Qualifications | Tidewater Director since |
Quintin V. Kneen, 55
President and CEO
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Business and Leadership Experience: Mr. Kneen was appointed President, CEO and Director of Tidewater in September 2019. Prior to this appointment, he served as Executive Vice President and Chief Financial Officer at Tidewater since November 2018 following its acquisition of GulfMark where he served as President and Chief Executive Officer since June 2013. Mr. Kneen joined GulfMark in June 2008 as the Vice President – Finance and was named Senior Vice President – Finance and Administration in December 2008. He was subsequently appointed as the Company’s Executive Vice President and Chief Financial Officer in June 2009 where he worked until his appointment as Chief Executive Officer. In May 2017, GulfMark filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On November 14, 2017, GulfMark emerged from bankruptcy (the “GulfMark Reorganization”). Before his tenure at GulfMark, Mr. Kneen was Vice President–Finance & Investor Relations for Grant Prideco, Inc., serving in executive finance positions at Grant Prideco since June 2003. Prior to joining Grant Prideco, Mr. Kneen held executive finance positions at Azurix Corp. and was an Audit Manager with the Houston office of Price Waterhouse LLP. He holds an M.B.A. from Rice University and a B.B.A. in Accounting from Texas A&M University, and is a Certified Public Accountant and a Chartered Financial Analyst.
Skills and Qualifications: Mr. Kneen brings to our board significant executive management experience and industry knowledge from his roles as the Chief Executive Officer and Chief Financial Officer of two different public companies in our industry. As a Certified Public Accountant and Chartered Financial Analyst, he has a sophisticated understanding of financial and accounting matters. In addition, in his position as our President and Chief Executive Officer, Mr. Kneen serves as a valuable liaison between our board and the management team.
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2019
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Louis A. Raspino, 68
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Business and Leadership Experience: Mr. Raspino’s career has spanned almost 40 years in the energy industry, most recently as Chairman of Clarion Offshore Partners, a partnership with Blackstone that served as its platform for pursuing worldwide investments in the offshore oil and gas services sector, from October 2015 until October 2017. Mr. Raspino served as President, Chief Executive Officer and a director of Pride International, Inc. from June 2005 until the company merged with Ensco plc in May 2011, and as its Executive Vice President and Chief Financial Officer from December 2003 until June 2005. From July 2001 until December 2003, he served as Senior Vice President, Finance and Chief Financial Officer of Grant Prideco, Inc., and from February 1999 until March 2001, he served as Vice President of Finance at Halliburton. Prior to joining Haliburton, Mr. Raspino served as Senior Vice President at Burlington Resources, Inc. from October 1997 until July 1998. From 1978 until its merger with Burlington Resources, Inc. in 1997, he held a variety of positions at Louisiana Land and Exploration Company, most recently as Senior Vice President, Finance and Administration and Chief Financial Officer. Mr. Raspino previously served as a director of Chesapeake Energy Corporation and chairman of its audit committee from March 2013 until March 2016, and as a director of Dresser-Rand Group, Inc., where he served as Chairman of the compensation committee and member of the audit committee, from December 2005 until it was acquired by Siemens AG in June 2015. He has served as a director of Forum Energy Technologies (NYSE: “FET”), a global oilfield products company, since January 2012 and currently serves as the chairman of its compensation committee. Mr. Raspino also currently serves on the board of American Bureau of Shipping (ABS), where he is a member of the audit and compensation committees. Mr. Raspino served as Chairman of the GulfMark board from November 2017 until consummation of the business combination.
Skills and Qualifications: Having served in executive leadership roles at several energy companies, including both the Chief Executive Officer and Chief Financial Officer positions, Mr. Raspino brings in-depth operational and financial expertise to our board. In addition, his current service on a variety of oil and gas industry boards provides our board with key and timely insights into industry conditions and trends.
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2018
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Larry T. Rigdon, 73
Chairman of the Board
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Business and Leadership Experience: Mr. Rigdon, who was initially appointed to serve as an independent director in connection with our restructuring, served as Tidewater’s interim President and Chief Executive Officer between October 2017 and March 2018. He has over 45 years of experience in the offshore oil and gas industry. Mr. Rigdon worked as a consultant for FTI Consulting from 2015 to 2016 and for Duff and Phelps, LLC from 2010 to 2011. He served as the Chairman and Chief Executive Officer of Rigdon Marine from 2002 to 2008. Previously at Tidewater, Mr. Rigdon served as an Executive Vice President from 2000 to 2002, a Senior Vice President from 1997 to 2000, and a Vice President from 1992 to 1997. Before working at Tidewater, he served as Vice President at Zapata Gulf Marine from 1985 to 1992, and in various capacities, including Vice President of Domestic Divisions from 1983 to 1985, at Gulf Fleet Marine from 1977 to 1985. Mr. Rigdon currently serves as a director of Professional Rental Tools, LLC. He formerly served as a director of Jackson Offshore Holdings, Terresolve Technologies, GulfMark Offshore and Rigdon Marine. He has a B.S. in Accounting and was a Certified Public Accountant earlier in his career, which license is currently inactive.
Skills and Qualifications: Mr. Rigdon has considerable leadership experience in the maritime transportation industry and brings to our board a thorough understanding of the strategic and operational challenges facing our company, specifically, and our industry overall. His experience founding new businesses provides an entrepreneurial vision and his successful completion of mergers and acquisitions contributes to the board’s ability to evaluate such opportunities.
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2017
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Name, Age and Position | Business and Leadership Experience, Skills, and Qualifications | Tidewater Director since |
Kenneth H. Traub, 60
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Business and Leadership Experience: Mr. Traub has served as the Managing Partner of Delta Value Group, LLC, an investment firm, since 2019, and the Managing Partner of Delta Value Advisors, LLC, a consulting firm, since 2020. Since 2012, Mr. Traub has served on the board of directors of DSP Group, Inc. (NASDAQ: “DSPG”), a leading supplier of wireless chipset solutions for converged communications, and as Chairman since 2017. He also currently serves on the board of directors of Athersys, Inc. (NASDAQ: “ATHX”), a biotechnology company, since February 2021, and previously served on the board of Athersys from 2012 to 2016 and in 2020. Mr. Traub served as a Managing Partner of Raging Capital Management, LLC, a diversified investment firm, from December 2015 to January 2019. He previously served as President and Chief Executive Officer of Ethos Management, LLC from 2009 through 2015. From 1999 until its acquisition by JDS Uniphase Corp. (“JDSU”) in 2008, Mr. Traub served as President and Chief Executive Officer of American Bank Note Holographics, Inc. (“ABNH”), a leading global supplier of optical security devices for the protection of documents and products against counterfeiting. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications. Mr. Traub has previously served on the boards of numerous public companies including (i) MIPS Technologies, Inc., a provider of industry standard processor architectures and cores, from 2011 until the company was sold in 2013; (ii) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014; (iii) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until the company was sold in 2015; (iv) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (v) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vi) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until the company was sold in 2017; (vii) Intermolecular, Inc., an innovator in materials sciences, from 2016, and as Chairman of the board from 2018 through the sale of the company in 2019; and (viii) Immersion Corporation (NASDAQ: “IMMR”), a leading provider of haptics technology, from 2018 to 2019. Mr. Traub served as a member of the GulfMark board from November 2017 until consummation of the business combination. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. degree from Harvard Business School.
Skills and Qualifications: Mr. Traub’s qualifications to serve on our board include his extensive and diverse business management experience and expertise, particularly in challenging turn-around environments. In addition, he contributes to the board’s effectiveness in strategic, financial, operational and governance matters.
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2018
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Lois K. Zabrocky, 51
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Business and Leadership Experience: Ms. Zabrocky has served as President, Chief Executive Officer, and a Director of International Seaways, Inc. (NYSE: INSW) since its spin-off from Overseas Shipholding Group, Inc. (“OSG”) in November 2016 and was President of INSW from August 2014. Prior to the spin-off, Ms. Zabrocky served in various roles at OSG over a career of more than 25 years, most recently as Senior Vice President and Head of the International Flag Strategic Business Unit of OSG, with responsibility for the strategic plan and profit and loss performance of OSG’s international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. In November 2012, OSG filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, emerging from bankruptcy on August 5, 2014. Ms. Zabrocky served as Senior Vice President of OSG from June 2008 through August 2014, when she was appointed as Co-President of OSG and Head of the International Flag Strategic Business Unit of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit, of OSG from May 2011 until her appointment as Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for at least four years prior to May 2011. Ms. Zabrocky served as a director of INSW from November 2011 through November 2016 while it was a wholly-owned subsidiary of OSG. Ms. Zabrocky began her maritime career sailing as third mate aboard a U.S. flag chemical tanker. She received her B.S. degree from the United States Merchant Marine Academy, holds a Third Mate’s license and has completed both of Harvard Business School’s Strategic Negotiations and Finance for Senior Executives programs.
Skills and Qualifiations: Ms. Zabrocky brings to our board significant executive and operational experience, including managing a company with significant international operations. Her expertise in many aspects of the maritime transportation industry adds significant value to our board’s knowledge base.
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2020
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Name
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Age
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Position
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David E. Darling
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66
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Executive Vice President and Chief Operating Officer since March 2021. Vice President and Chief Human Resources Officer from March 2018 to March 2021. Senior Vice President and Chief Human Resources Officer of GulfMark from 2007 to March 2018, including during the GulfMark Reorganization.
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Daniel A. Hudson
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49
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Executive Vice President, General Counsel, and Secretary since March 2021. Vice President, General Counsel, and Secretary from October 2019 to March 2021. Assistant General Counsel from May 2017 to September 2019. Managing Counsel from May 2015 to May 2017. Regional Counsel from May 2012 to May 2017. Staff Attorney from July 2007 to May 2012.
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Samuel R. Rubio
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61
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Executive Vice President and Chief Financial Officer since March 2021. Vice President, Chief Accounting Officer, and Controller from December 2018 to March 2021. Prior to the business combination, Senior Vice President – Chief Financial Officer of GulfMark from April 2018 to November 2018. Senior Vice President – Controller and Chief Accounting Officer of GulfMark from January 2012 to April 2018, including during the GulfMark Reorganization. Vice President – Controller and Chief Accounting Officer of GulfMark from December 2008 and December 2011.
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maintaining the highest standards of business conduct and ethics by conducting our affairs in an honest and ethical manner with unyielding personal and corporate integrity at the foundation of our business;
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adhering to our core values and striving to continually improve our ESG systems and processes to enhance our performance;
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demonstrating integrity and respect for others by setting goals and objectives that enhance our commitment to a safe workplace;
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protecting the environment by focusing on operational efficiencies that promote the reduction of emissions through fuel and environmental monitoring;
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ensuring that the safety of our employees, as reported in industry-leading metrics, is our highest priority;
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actively embracing, valuing and encouraging the diversity of our employees and ensuring this culture remains an integral part of our employment and retention policies;
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communicating our expectation that our company, including our suppliers, contractors, and employees, achieves and promotes strong ESG performance;
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investing in community betterment in the areas in which we operate;
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focusing on developing and implementing sustainable practices that promote health, fair dealing and compliance throughout our business;
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responsibly recycling vessels in a sustainable and socially-responsible manner, safeguarding the environment and human health and safety in accordance with applicable laws and regulations, including the 2009 “Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships,” the “Basel Convention on the Control of the Transboundary Movements of Hazardous Wastes and their Disposal” and, where applicable, EU and U.S. EPA Ship Recycling Regulation;
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setting GHG reduction targets in alignment with the goals of the “United Nations Framework Convention on Climate Change”, better known as the “Paris Climate Agreement” or “COP21”, to keep global warming under two degrees Celsius and the IMO’s own climate goals, to reduce absolute emissions 50% by 2050 and by 70% on an intensity basis;
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regularly reporting our ESG results, while continuing to evaluate ways to improve; and
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developing frameworks and metrics to present our ESG results in an effective and transparent manner.
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the company appointed a vice president of ESG to lead the development of our sustainability strategy, and in cooperation with key functional leaders, to implement sustainability policies and processes across our operations worldwide;
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we achieved the company’s best safety performance on record, with zero lost time incidents and a TRIR of 0.34 per million man-hours;
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the company recorded no material incidents or related to significant or harmful accidental spills in 2020;
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we continued to execute our plan to expand the connectivity of our fleet with the implementation of state-of-the-art high bandwidth satellite communications, allowing us to more efficiently monitor and leverage big data to drive operational improvements that will continue to result in cost efficiencies and emissions reductions;
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we established a baseline measurement of our GHG emissions and expanded our multi-faceted approach to emissions reduction including upgrading additional vessels with hybrid battery and shore power systems, while we continue to consider a wide range of complementary or alternative solutions that would deliver value over the short, medium and longer term through increased operational and cost efficiencies;
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our cybersecurity initiatives continued to expand to ensure compliance with IMO Resolution MSC.428(98) - Maritime Cyber Risk Management in Safety Management Systems;
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as a long-standing member of the organization, the company formally pledged to support the National Ocean Industries Association (NOIA)’s ESG program, which aligns with our own principles, including advancing best practices to reduce environmental impact and promote ecosystem health, developing a systematic approach to address climate change, promoting safe and healthy working conditions for our employees and supporting and encouraging diversity and inclusion in the industry’s employment practices;
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Tidewater became a signatory to the UN Global Compact, the world’s largest corporate sustainability initiative, as part of our commitment to align our operations and strategies in the areas of human rights, labor, environment, and anti-corruption, and to take action in support of the UN goals and issues embodied in the Sustainable Development Goals (SDGs);
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in line with our commitment to protecting the environment, Tidewater has partnered with Sea Life Rescue, an organization with the mission to replenish endangered fish species by strategically deploying its innovative mobile marine hatcheries utilizing OSVs around the globe to restore critical biodiversity;
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Board Committee
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Audit
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Compensation
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Nominating and
Corporate Governance |
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Darron M. Anderson
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X
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X
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Dick Fagerstal
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Chair
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X
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Quintin V. Kneen
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Louis A. Raspino
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X
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Chair
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Larry T. Rigdon
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Kenneth H. Traub
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X
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Chair
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Lois K. Zabrocky
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X
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X
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Number of Meetings in Fiscal 2020
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6
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3
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3
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appointing and retaining our independent auditor;
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evaluating the qualifications, independence, and performance of our independent auditor;
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reviewing and approving all services (audit and permitted non-audit) to be performed by our independent auditor;
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reviewing with management and the independent auditor our audited financials;
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reviewing the scope, adequacy, and effectiveness of our internal controls;
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reviewing with management our earnings reports, quarterly financial reports and certain disclosures;
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reviewing, approving, and overseeing related party transactions; and
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monitoring the company’s efforts to mitigate the risk of financial loss due to failure of third parties.
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overseeing our executive compensation program;
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reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and determining and approving the compensation of our executive officers, including cash and equity-based incentives;
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consideration of all substantive elements of our employee compensation package, including identifying, evaluating, and mitigating any risks arising from our compensation policies and practices;
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ensuring compliance with laws and regulations governing executive compensation;
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evaluating appropriate compensation levels and designing elements of director compensation; and
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engaging in such other matters as may from time to time be specifically delegated to the committee by the board of directors.
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our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions;
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the company performance portion of our annual incentive plan is based on company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking;
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our annual and long-term incentive plans have conservative payout caps;
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our compensation levels and performance criteria are subject to multiple levels of review and approval;
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we have an executive compensation recovery policy (“clawback”) and stock ownership guidelines for our executives; and
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our Policy Statement on Insider Trading prohibits hedging and pledging of company securities by all company insiders, including our executives.
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assist our board by identifying individuals qualified to serve as directors of the company and recommending nominees to the board;
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monitor the composition of our board and its committees;
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recommend to our board a set of corporate governance guidelines for the company;
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oversee legal and regulatory compliance;
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oversee our environmental, social, and governance (“ESG”) initiatives; and
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lead our board in its annual review of the board’s performance.
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NEO
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Current Title
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Quintin V. Kneen
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President and Chief Executive Officer
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David E. Darling
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Executive Vice President, Chief Operating Officer, and Chief Human Resources Officer
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Daniel A. Hudson
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Executive Vice President, General Counsel, and Secretary
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Samuel R. Rubio
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Executive Vice President, Chief Financial Officer, and Chief Accounting Officer
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Successful Realization of Business Combination Synergies. Since the completion of our business combination with GulfMark in November 2018, we have high-graded our fleet and achieved material cost savings.
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$97 million proceeds from disposal of
non-core and lower specification vessels
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Reduced cost structure by 33% since
merger
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Outperformed G&A cost
reduction targets
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Maintained Sector-Leading Balance Sheet Strength. We maintained our sector-leading financial profile and low net debt position by carefully managing our balance sheet and being conservative with respect to capital expenditures.
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Reduced long-term debt by
over $250 million
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Consent solicitation of senior notes reduced
risk of covenant noncompliance
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Cash tender offer to purchase up to $50 million of outstanding senior notes
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Capital Discipline Focus. Capital discipline remains a core focus for Tidewater and our ongoing fleet rationalization, working capital management and disciplined approach to capital expenditures all contribute significantly to our ability to generate positive cash flow.
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Generated $52.7 million in
free cash flow (FCF)
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Shifted geographic footprint to more profitable locations such as Trinidad and Suriname
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Implemented digital
transformation to improve efficiency
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Industry Leader in Safety Performance. Tidewater’s initiatives to streamline its operating platform did not reduce our high standard of operations.
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TRIR of 0.34 lowest in
Company history
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Zero loss time incidents
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Significantly reduced insurance
and loss reserves
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Shareholder Value Creation and Improvements on Corporate Governance Matters. Tidewater has taken decisive actions to put Tidewater on a firm course for success and shareholder value-creation, including enhanced focus on ESG-related matters across the Company.
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Streamlined board and
executive team structure
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Improved gender and
ethnic diversity of board
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Upgraded talent and industry
expertise of executive team
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Pay Component
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Results for 2020
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Considerations
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Base Salary
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CEO’s base salary was unchanged
Other NEO’s salaries were increased by 20%
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To move salaries closer to market median and to recognize expanding individual responsibilities
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Short-Term Incentive (“STI”) Program
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For each NEO, STI award payouts were 80% of target
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To reflect and recognize free cash flow (“FCF”) achievement in excess of threshold, historically strong safety performance, and target performance on individual performance objectives
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Long-Term Incentive (“LTI”) Award
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In April, we granted annual LTI awards to our NEOs as follows:
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Pay for performance: to promote a performance- and results-oriented environment with conservative salaries and enhanced emphasis on at-risk pay, aligning compensation with performance measures that are directly related to our company’s strategic goals, key financial and safety results, individual performance, and creation of long-term stockholder value without incurring undue risk;
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Pay competitively and equitably: to provide externally competitive and internally equitable compensation opportunities to help attract, motivate, develop, and retain the executive talent that we require to compete and manage our business effectively; and
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Shareholder alignment: to align the interests of executives and stockholders by delivering a significant portion of target compensation in equity or equity-based vehicles.
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Emphasis on Performance-Based and At-Risk Compensation. By design, a meaningful portion of our named executives’ pay is delivered in the form of performance-driven and at-risk incentive compensation, which closely aligns a significant portion of executive pay with successful attainment of our business objectives and, ultimately, stockholder returns.
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No Single-Trigger Change of Control Benefits. We do not currently have any arrangements with our named executives that provide for single-trigger cash or equity change of control benefits. We believe that our executive change of control agreements provide protections to our executives that align with current market practice (including modest severance multiples such as 3x for our CEO and 2x for our other named executives, caps on certain benefits, and a “best-net” provision in the event the total payments to the executive trigger an excise tax).
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Limited Executive Perquisites. We offer our executives very few perquisites that are not generally available to all employees – reimbursement of certain club memberships and paid parking.
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No Income or Excise Tax Gross-Ups. We do not have any contractual arrangements that would require us to pay tax gross-ups to any of our executives.
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Clawback Policy that Applies to Cash and Equity Compensation. Given that a significant portion of each named executive’s compensation is incentive-based, the compensation committee has adopted a compensation recovery, or “clawback,” policy applicable to cash and equity incentive compensation, which permits the company to recoup such payments in certain situations if the financial statements covering the reporting period to which such compensation relates must be restated.
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Robust Stock Ownership Guidelines Applicable to Directors and Officers. Each director and officer is required to acquire and hold significant positions in company stock by the later of August 1, 2022 or the fifth anniversary of his or her appointment – five times annual retainer or base salary for directors and our chief executive officer and three times base salary for our other named executives.
|
Bristow Group Inc.
|
Newpark Resources
|
Dril-Quip, Inc.
|
NCS Multistage Holdings
|
Exterran Corporation
|
Oceaneering International
|
Forum Energy Technologies
|
Oil States International
|
Frank’s International NV
|
RigNet, Inc.
|
Gulf Island Fabrication
|
SEACOR Holdings, Inc.
|
Helix Energy Solutions
|
SEACOR Marine Holdings
|
International Seaways
|
TETRA Technologies
|
Name and
Principal Position(1) |
Fiscal Year
|
Salary
($) |
Quintin V. Kneen
|
2020
|
500,000
|
President, Chief Executive Officer, and Director |
2019
|
399,375
|
Samuel R. Rubio
|
2020
|
261,875
|
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer |
2019
|
230,000
|
David E. Darling
|
2020
|
261,875
|
Executive Vice President Chief Operating Officer, and Chief Human Relations Officer |
2019
|
230,000
|
Daniel A. Hudson
|
2020
|
261,875
|
Executive Vice President, General Counsel, and Secretary |
2019
|
197,417
|
●
|
Free Cash Flow (“FCF”) (60%): FCF is a non-GAAP investment performance indicator which we believe provides useful information regarding the net cash generated by the company before any payments to capital providers. FCF is determined from net cash provided by (used in) operating activities adjusted for capital expenditures, proceeds from asset sales, cash interest expense and interest income;
|
●
|
Operational Efficiency (20%): operational efficiency depends upon our achievement of pre-established goals for the period, such as maximizing the active utilization rate of the available fleet and keeping the professional fees and air freight costs in line;
|
●
|
Safety Performance (10%): safety performance depends upon our achievement of pre-established goals for the period, such as lost-time accidents or our total recordable case frequency or TRCF results; and
|
●
|
Individual Performance (10%): individual performance is based on the committee’s subjective assessment of the individual executive’s performance during the period.
|
Named Executive
|
Base Salary(1)
($) |
Target Award
as % of Salary (%) |
Target Award
($) |
|||||||||
Quintin V. Kneen
|
500,000 | 100% | 500,000 | |||||||||
Samuel R. Rubio
|
275,000 | 70% | 192,500 | |||||||||
David E. Darling
|
275,000 | 70% | 192,500 | |||||||||
Daniel A. Hudson
|
275,000 | 70% | 192,500 |
(1)
|
Represents the annual base salary for each named executive at the end of fiscal 2020.
|
|
Performance Standards
|
|
Percent
|
|
|
||
Performance Metric |
Threshold
|
Target
|
Maximum
|
Actual Performance |
of Target Earned |
Times Weight |
Equals Weighted Payout |
FCF (a)
|
$50.0 MM
|
$73.5 MM
|
$97.0 MM
|
$56.2 MM
|
81.6%
|
60%
|
49.0%
|
Operational Efficiency (b)
|
See below for three components
|
See below for three components
|
See below for three components
|
See below for three components
|
0%
|
30%
|
0.0%
|
--
|
84%
(Active Utilization)
|
--
|
< 84%
|
--
|
--
|
--
|
|
--
|
$13.1MM
(Professional Fees)
|
--
|
>13.1MM
|
--
|
--
|
--
|
|
--
|
$3.5 MM
(Air
freight costs)
|
--
|
>3.5MM
|
--
|
--
|
--
|
|
Individual Performance (c)
|
--
|
--
|
--
|
--
|
100%
|
10%
|
10.0%
|
Safety (d)
|
--
|
0.5 LTIF
1.0 TRCF
|
--
|
0 LTIF
0.34 TRCF
|
100%
|
10%
|
10.0%
|
Adjustment of Individual Performance for Subjective Criteria (e)
|
11.0%
|
||||||
Calculated Percent of Target Earned
|
80.0%
|
(a)
|
FCF. The objective was to achieve the FCF of $73.5 million, with the minimum threshold of $50.0 million required to fund the 2020 STI program.
|
(b)
|
Operational Efficiency. The objectives were to achieve (i) active utilization rate of 84.0%, (ii) professional fees of $13.1 million and (iii) air freight costs of $3.5 million.
|
(c)
|
Individual Performance. This is a discretionary component, based on the committee’s subjective assessment of the individual executive’s performance. The committee determined that individuals did achieve the 10.0% in this category.
|
(d)
|
Safety. The objectives were to achieve (i) the number of lost time injuries occurring in a workplace per 1 million hours worked, which is referred to as “Lost Time Incident Frequency” or “LTIF”, of 0.5, and the total recordable case frequency in a workplace per 1 million hours worked, which is referred to as “Total Recordable Case Frequency” or “TRCF”, of 1.0.
|
(e)
|
Adjustment. Given the significant challenges that the company faced in connection with the COVID-19 pandemic and others during fiscal 2020, the committee adjusted the individual performance component by increasing its weighted payout by 11.0%.
|
Named Executive
|
2020 Target
Grant Value
|
60-Day
Average
Stock Price
(1)
|
Premium
Stock
Options
(#)
|
Restricted
Stock Units
(#)
|
Stock Price
on Date of
Grant
(2)
|
Grant Date
Value of
2020 Grant
|
Percent
Decrease
from Target
Grant Value
|
|||||||||||||||||||||
Quintin V. Kneen
|
$ | 2,500,000 | $ | 10.99 | 344,598 | 113,717 | $ | 5.18 | $ | 1,702,107 | -32 | % | ||||||||||||||||
Samuel R. Rubio
|
$ | 330,000 | $ | 10.99 | -- | 30,021 | $ | 5.18 | $ | 155,509 | -53 | % | ||||||||||||||||
David E. Darling
|
$ | 330,000 | $ | 10.99 | -- | 30,021 | $ | 5.18 | $ | 155,509 | -53 | % | ||||||||||||||||
Daniel A. Hudson
|
$ | 330,000 | $ | 10.99 | -- | 30,021 | $ | 5.18 | $ | 155,509 | -53 | % | ||||||||||||||||
TOTAL
|
$ | 3,490,000 | $ | 2,168,634 | -38 | % |
●
|
5x salary for the chief executive officer;
|
●
|
3x salary for the chief operating officer, chief financial officer, and executive vice presidents; and
|
●
|
2x salary for all other officers.
|
Compensation Committee: | |
Louis A. Raspino, Chairman | |
Kenneth H. Traub | |
Lois K. Zabrocky |
Name and
Principal Position(1)
|
Fiscal Year
|
Salary
($) |
Bonus(2)
($) |
Stock
Awards(3)
($) |
Option
Awards(4)
($) |
Non-
Equity
Incentive
Plan
Compen-
sation(5)
($) |
Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings(6)
($) |
All
Other
Compen-
sation(7)
($) |
Total
($) |
Quintin V. Kneen
|
2020
|
500,000
|
300,000
|
589,054
|
1,113,052
|
400,000
|
--
|
21,110
|
2,923,216
|
President, Chief Executive Officer, and Director |
2019
|
399,375
|
--
|
1,000,017
|
--
|
--
|
--
|
18,512
|
1,417,904
|
2018
|
62,521
|
--
|
1,060,005
|
--
|
--
|
--
|
--
|
1,122,526
|
|
Samuel R. Rubio
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer |
2020
|
261,875
|
300,000
|
155,509
|
--
|
154,000
|
--
|
975
|
872,359
|
2019
|
230,000
|
--
|
164,004
|
--
|
--
|
--
|
975
|
394,979
|
|
David E. Darling
Executive Vice President Chief Operating Officer, and Chief Human Relations Officer |
2020
|
261,875
|
300,000
|
155,509
|
--
|
154,000
|
3,541
|
975
|
875,900
|
2019
|
230,000
|
--
|
164,004
|
--
|
--
|
3,253
|
975
|
398,232
|
|
Daniel A. Hudson
Executive Vice President, General Counsel, and Secretary |
2020
|
261,875
|
210,000
|
155,509
|
--
|
154,000
|
--
|
975
|
782,359
|
2019
|
197,417
|
--
|
130,022
|
--
|
--
|
--
|
975
|
328,414
|
(1)
|
Reflects the positions held by each named executive as of the record date. At the end of fiscal 2020, Mr. Kneen was serving as interim Chief Financial Officer. On March 9, 2021, each of Messrs. Rubio, Darling, and Hudson was promoted from Vice President to Executive Vice President and two were given additional titles (Mr. Rubio was named Chief Financial Officer, succeeding Mr. Kneen in that position, and Mr. Darling was named Chief Operating Officer).
|
(2)
|
Represents cash retention bonuses paid to each named executive in early 2020. These bonuses were subject to clawback if the named executive terminated employment within a one-year period following execution of his retention bonus agreement.
|
(3)
|
For 2020, this figure represents the grant date value of time-based RSU grants made to our named executives. We value time-based RSUs based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 at the closing sale price per share of our common stock on the date of grant. For information regarding the assumptions made by us in valuing these RSUs, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
|
(4)
|
Represents the grant date value of an award of non-qualified stock options to Mr. Kneen. We calculate the aggregate grant date fair value of these options, which have an exercise price equal to 125% of the closing price of a share of our common stock on the date of grant, using a Black-Scholes option model. For information regarding the assumptions made by us in valuing these options, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
|
(5)
|
Represents payouts under our fiscal 2020 STI program. For more information on this program, see “Short-Term Cash Incentive Compensation.”
|
(6)
|
Reflects the change from the prior fiscal year in the actuarial present value of the accumulated benefit under our Pension Plan, which has been closed to new participants since 2010. Mr. Darling is the only named executive who is a participant in the Pension Plan and, as discussed in greater detail under “Fiscal 2020 Pension Benefits,” his participation is based on his prior service with Tidewater from 1983 to 1996. He is currently in payout status and receives payments in the form of a 50% joint and contingent annuity (approximately $2,227 per year). He will not accrue any additional benefits for his current service.
|
(7)
|
Consists of the cost of company-paid parking (for each of Messrs. Kneen, Rubio, Darling, and Hudson, $975), and certain club memberships (for Mr. Kneen, $20,135). We do not reimburse any executive for tax liability incurred in connection with any perquisite.
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
All Other
Stock
Awards:
|
All Other Option
Awards:
|
||||||
Name and Type of Grant |
Grant Date |
Threshold
($) |
Target/
Maximum ($) |
Number of
Shares of
Stock or
Units
(#) |
Number of
Securities
Underlying
Options
(#) |
Exercise
or Base
Price
($/Sh) |
Grant Date
Fair Value
of Stock
Awards
($) |
|||
Quintin V. Kneen
|
||||||||||
Annual Cash Incentive(1)
|
--
|
--
|
500,000
|
|||||||
TB RSU Grant(2)
|
4/20/20
|
113,717
|
589,055
|
|||||||
Stock Option(3)
|
4/20/20
|
344,598
|
6.475
|
1,113,052
|
||||||
Samuel R. Rubio
|
||||||||||
Annual Cash Incentive(1)
|
--
|
--
|
192,500
|
|||||||
TB RSU Grant(2)
|
4/20/20
|
30,021
|
155,509
|
|||||||
David E. Darling
|
||||||||||
Annual Cash Incentive(1)
|
--
|
--
|
192,500
|
|||||||
TB RSU Grant(2)
|
4/20/20
|
30,021
|
155,509
|
|||||||
Daniel A. Hudson
|
||||||||||
Annual Cash Incentive(1)
|
--
|
--
|
192,500
|
|||||||
TB RSU Grant(2)
|
4/20/20
|
30,021
|
155,509
|
(1)
|
Each of our named executives was eligible to receive an annual cash incentive under our short-term incentive program based on the achievement of certain company and individual performance goals during fiscal 2020 (the 2020 STI program). For 2020, no threshold amount was set and each officer’s target award also served as his maximum possible award under the plan. This chart reflects the potential payouts under the 2020 STI program; the actual amount earned by each executive is reported in the Fiscal 2020 Summary Compensation Table in the column entitled, “Non-Equity Incentive Plan Compensation” for 2020. For more information regarding our 2020 STI program, please see the section entitled, “Short-Term Cash Incentive Compensation.”
|
(2)
|
Represents a grant of time-based restricted stock units that vest one-third per year on April 20 of 2021, 2022, and 2023, subject to the executive’s continued employment through such date.
|
(3)
|
Represents a stock option grant to Mr. Kneen with a premium per-share exercise price (125% of the closing price of a share of our common stock on the date of grant). These options vest one-third per year on April 15 of 2021, 2022, and 2023, subject to the executive’s continued employment through such date.
|
Option Awards(1)
|
Stock Awards
|
||||||||||||||||||||||||||||
Securities underlying
Unexercised Options
|
Unvested Equity
Incentive Plan
Awards
|
Unvested Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
(#)
Exercisable |
(#)
Unexercis- able
|
Exercise
Price
|
Expira-
tion Date
|
Number
of
Shares or Units(2)
(#) |
Market
Value(3)
($) |
Number
of
Shares or Units(4)
(#) |
Market
Value(3)
($) |
|||||||||||||||||||||
Quintin V. Kneen
|
-- | 344,598 | 6.475 |
4/20/30
|
20,408 | 176,325 | 161,618 | 1,396,380 | |||||||||||||||||||||
Samuel R. Rubio
|
-- | -- | 3,347 | 28,918 | 41,774 | 360,927 | |||||||||||||||||||||||
David E. Darling
|
-- | -- | 3,347 | 28,918 | 55,585 | 480,254 | |||||||||||||||||||||||
Daniel A. Hudson
|
-- | -- | -- | -- | 33,559 | 289,950 |
(1)
|
Represents stock options granted to Mr. Kneen with a premium exercise price per share (125% of closing price of a share of our common stock on the date of grant). These options will vest one-third per year on April 15 of each of 2021, 2022, and 2023.
|
(2)
|
Represents performance-based RSUs that will vest and pay out in shares of common stock on April 15, 2023 based on the company’s achievement of two separate three-year performance metrics and the named executive’s continued service through the vesting date. Vesting of one-half depends on the company’s total stockholder return as measured against that of its peer group for the three-year period while vesting of the other half depends on the simple average of the company’s return on invested capital (“ROIC”) for each year in the three-year period. The RSU grant represents the target award; however, payout may range between 0 - 200% depending on the company’s actual performance. For more details about these awards, which were granted in fiscal 2019, please see our definitive proxy statement for our 2020 annual meeting of stockholders.
|
(3)
|
The market value of all reported stock awards is based on the closing price of our common stock on December 31, 2020, as reported on the NYSE ($8.64).
|
(4)
|
Represents time-based RSUs that vest as follows, subject to the named executive’s continued service through the vesting date:
|
|
Time-Based RSUs by Vesting Date
|
|
||||||||||||||||||||||||||||||||||
Name |
3/19/21
(#) |
4/13/21
(#) |
4/15/21
(#) |
4/20/21
(#) |
12/28/21
(#) |
4/15/22
(#) |
4/20/22
(#) |
4/20/23
(#) |
Total | |||||||||||||||||||||||||||
Mr. Kneen
|
-- | 16,120 | 6,803 | 37,906 | 18,175 | 6,803 | 37,906 | 37,905 | 161,618 | |||||||||||||||||||||||||||
Mr. Rubio
|
-- | -- | 1,116 | 10,007 | 9,522 | 1,115 | 10,007 | 10,007 | 41,774 | |||||||||||||||||||||||||||
Mr. Darling
|
23,333 | -- | 1,116 | 10,007 | -- | 1,115 | 10,007 | 10,007 | 55,685 | |||||||||||||||||||||||||||
Mr. Hudson
|
-- | -- | 1,769 | 10,007 | -- | 1,769 | 10,007 | 10,007 | 33,559 |
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired on Vesting(1)
(#) |
Value Realized on
Vesting(2)
($) |
||||||
Quintin V. Kneen
|
41,100 | 315,566 | ||||||
Samuel R. Rubio
|
10,638 | 90,373 | ||||||
David E. Darling
|
24,449 | 134,582 | ||||||
Daniel A. Hudson
|
5,580 | 38,175 |
(1)
|
This figure represents the total number of shares that the named executive was entitled to receive under all stock awards held by him that vested in 2020.
|
(2)
|
Based on the closing price of our common stock on the date of vesting (or, if our common stock did not trade that day, on the previous trading day).
|
Name
|
Plan Name
|
Number of Years of
Credited Service
(#) |
Present Value of
Accumulated
Benefits(2)
($) |
Payments During
Last Fiscal Year
($) |
|||||||||
David E. Darling(1)
|
Pension Plan
|
-- | 40,661 | 2,227 |
(1)
|
As discussed in greater detail below, Mr. Darling’s benefit is based on his prior service with us and he is currently in payout status.
|
(2)
|
A discussion of the other assumptions used in calculating the present value of accumulated benefits is set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
|
●
|
The amounts shown in the table assume that the date of termination of employment of each named executive was December 31, 2020. Accordingly, the table reflects amounts payable to our named executives as of December 31, 2020 and includes estimates of amounts that would be paid to the named executive upon the occurrence of a termination or change in control. The actual amounts that would be paid to a named executive can only be determined at the time of the termination or change in control.
|
●
|
If a named executive is employed on December 31 of a given year, that executive will generally be entitled to receive an annual cash bonus for that year under our short-term cash incentive plan. Even if a named executive resigns or is terminated with cause at the end of the fiscal year, the executive may receive an incentive bonus, because the executive had been employed for the entire fiscal year. Under these scenarios, this payment is not a severance or termination payment, but is a payment for services provided over the course of the year, and therefore is included in the table but not as a termination-related benefit. The officer would not receive a pro rata bonus payment under these circumstances if employment terminated prior to the end of the year.
|
●
|
A named executive will be entitled to receive all amounts accrued and vested under our retirement and savings programs including any pension plans and deferred compensation plans in which the named executive participates. These amounts will be determined and paid in accordance with the applicable plan, and benefits payable under the non-qualified plans in which the named executives participate are also reflected in the table. Qualified retirement plan benefits payable under our Retirement Plan are not included.
|
●
|
A named executive (or, if applicable, his estate) will receive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year.
|
●
|
For each executive officer, the vesting of any unvested portion of his outstanding equity awards will accelerate.
|
●
|
The compensation committee may elect to pay the named executive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year.
|
●
|
Under his legacy employment agreement, Mr. Kneen would be entitled to receive (1) severance equal to two years’ base salary plus the value of 12 months’ COBRA coverage, to be paid in a lump sum within 60 days of termination, and (2) accelerated vesting of his legacy GulfMark equity awards and his initial equity grant, all of which would be contingent upon his execution of a release and subject to his compliance with certain post-employment restrictive covenants.
|
●
|
Under his legacy employment agreement, Mr. Rubio would be entitled to receive accelerated vesting for one of the two initial equity grants he received, contingent upon his execution of a release and subject to his compliance with certain post-employment restrictive covenants.
|
●
|
a cash severance payment equal to a specific multiple (two times for the CEO, one-and-a-half times for any executive vice president, and one time for all other officers) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus;
|
●
|
a pro-rata STI payout for the fiscal year in which the termination occurred;
|
●
|
a cash payment equal to any unpaid bonus with respect to a completed fiscal year as calculated by the agreement;
|
●
|
reimbursement for the cost of insurance and welfare benefits for a specified number of months (24 months for the CEO, 18 months for any executive vice president, and 12 months for all other officers) following termination of employment; and
|
●
|
outplacement assistance, not to exceed $25,000.
|
Event
|
Mr. Kneen
|
Mr. Rubio
|
Mr. Darling
|
Mr. Hudson
|
||||||||||||
Death or Disability
|
||||||||||||||||
Accelerated vesting of stock options(1)
|
$ | 746,055 | $ | -- | $ | -- | $ | -- | ||||||||
Accelerated vesting of RSUs(2)
|
$ | 1,572,705 | $ | 389,845 | $ | 509,172 | $ | 289,950 | ||||||||
Subtotal – Termination-Related Benefits
|
$ | 2,318,760 | $ | 389,845 | $ | 509,172 | $ | 289,950 | ||||||||
Annual incentive for full fiscal year
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Total
|
$ | 2,718,760 | $ | 543,845 | $ | 663,172 | $ | 443,950 | ||||||||
Termination without Cause or with Good Reason
|
||||||||||||||||
Accelerated vesting of RSUs(3)
|
$ | 296,309 | $ | 53,473 | $ | -- | $ | -- | ||||||||
Cash severance payment(4)
|
$ | 1,023,239 | $ | -- | $ | -- | $ | -- | ||||||||
Subtotal – Termination-Related Benefits
|
$ | 1,319,548 | $ | 53,473 | $ | -- | $ | -- | ||||||||
Annual incentive for full fiscal year
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Total
|
$ | 1,719,548 | $ | 207,473 | $ | 154,000 | $ | 154,000 | ||||||||
All Other Terminations (outside of Change in Control)
|
||||||||||||||||
Annual incentive for full fiscal year
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Total
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Change in Control (no termination)
|
||||||||||||||||
Annual incentive for full fiscal year
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Total
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Change in Control with Termination
|
||||||||||||||||
Accelerated vesting of stock options(1)
|
$ | 746,055 | $ | -- | $ | -- | $ | -- | ||||||||
Accelerated vesting of RSUs(2)
|
$ | 1,572,705 | $ | 389,845 | $ | 509,172 | $ | 289,950 | ||||||||
Cash severance payment(5)
|
$ | 2,000,000 | $ | 467,500 | $ | 467,500 | $ | 467,500 | ||||||||
Additional benefits(6)
|
$ | 71,478 | $ | 41,291 | $ | 40,271 | $ | 48,239 | ||||||||
Subtotal – Termination-Related Benefits
|
$ | 4,390,238 | $ | 898,636 | $ | 1,016,943 | $ | 805,689 | ||||||||
Annual incentive for full fiscal year
|
$ | 400,000 | $ | 154,000 | $ | 154,000 | $ | 154,000 | ||||||||
Total
|
$ | 4,790,238 | $ | 1,052,636 | $ | 1,170,943 | $ | 959,689 |
(1)
|
Reflects the difference between the closing price of a share of our common stock on December 31, 2020 and the per-share exercise price of the unvested options, multiplied by the number of options for which vesting would be accelerated.
|
(2)
|
Assumes target performance on any performance-based RSUs.
|
(3)
|
Under his legacy employment agreement, each of Messrs. Kneen and Rubio would be entitled to acceleration of a limited number of his unvested RSUs as detailed above.
|
(4)
|
Under his legacy employment agreement, Mr. Kneen would be entitled to cash severance consisting of 24 months of base salary plus 12 months of COBRA premiums.
|
(5)
|
Under the legacy change of control agreements, cash severance would be payable in the amount of two times base salary and target bonus for Mr. Kneen and one times base salary and target bonus for each of Messrs. Rubio, Darling, and Hudson.
|
(6)
|
Includes the value of COBRA continuation coverage for specified number of months (24 for Mr. Kneen and 12 for each of Messrs. Rubio, Darling, and Hudson), based on the officer’s current benefit elections, plus the maximum outplacement assistance ($25,000), as provided in the legacy change of control agreements.
|
●
|
the annual total compensation paid to the individual who was identified as the median employee of our company and its consolidated subsidiaries (other than our CEO), was $28,408;
|
●
|
the annual total compensation of our CEO (as reported in the Summary Compensation Table) was $2,923,216; and
|
●
|
based on this information, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation is 103 to 1.
|
Name of Director
|
Fees Earned or
Paid in Cash
($) |
Stock Awards(1)
($) |
Total
($) |
|||||||||
Current Directors
|
||||||||||||
Darron M. Anderson
|
14,492 | 149,335 | 163,827 | |||||||||
Dick Fagerstal
|
64,063 | 168,750 | 232,813 | |||||||||
Louis A. Raspino
|
65,462 | 168,750 | 234,212 | |||||||||
Larry T. Rigdon
|
106,645 | 168,750 | 275,395 | |||||||||
Kenneth H. Traub
|
52,813 | 168,750 | 221,563 | |||||||||
Lois K. Zabrocky
|
20,009 | 168,750 | 188,759 | |||||||||
Former Directors(2)
|
||||||||||||
Randee E. Day
|
70,363 | -- | 70,363 | |||||||||
Robert P. Tamburrino
|
68,230 | -- | 68,230 |
(1)
|
Reflects the aggregate grant date fair value of time-based restricted stock units granted to each director during fiscal 2020, computed in accordance with FASB ASC Topic 718. Each current director except Mr. Anderson received a grant of 27,000 RSUs on July 28, 2020; Mr. Anderson received a pro-rata grant of 21,364 RSUs on September 8, 2020, the effective date of his appointment to our board. These RSU grants, which will vest on the first anniversary of the date of grant, were the only equity awards held by any of our directors at the end of fiscal 2020.
|
(2)
|
Each of Ms. Randee E. Day and Mr. Robert P. Tamburrino served as a non-management director until the 2020 annual meeting of the stockholders. While neither received an equity grant during fiscal 2020, each did receive a cash payment of $40,685 in lieu of an incremental equity grant for the year. For each, this amount is included in the “Fees Earned or Paid in Cash” column.
|
Fee Type
|
Amount
|
Annual cash retainer
|
$47,813
![]() |
Annual equity-based retainer
|
$168,750 grant date value, delivered in the form of time-based restricted stock units (“RSUs”), which vest at the end of the one-year service period
|
Additional annual cash retainer for the chair of the board
|
$50,000
|
Additional annual cash retainer for the chair of the audit committee
|
$16,250(1)
|
Additional annual cash retainer for the chair of the compensation committee
|
$15,000
|
Additional annual cash retainer for the chair of the nominating and corporate governance committee
|
$5,000(1)(2)
|
(1)
|
Effective during the fourth quarter of 2020, the annual fees for the chairs of the audit committee and the nominating and corporate governance committee were set at $20,000 and $10,000, respectively.
|
(2)
|
Such amount does not include $1,250 paid to Randee E. Day, the former chair of the nominating and corporate governance committee.
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding options
and rights(3)
(a) |
Weighted-average
exercise price of
outstanding options
and rights(4)
(b) |
Number of securities
remaining available
for future issuance
under plans (excluding
securities reflected in
column (a))(5)
(c) |
Equity Compensation Plans Approved by Stockholders(1)
|
1,024,439
|
6.48
|
590,704
|
Equity Compensation Plans Not Approved by Stockholders(2)
|
82,691
|
--
|
656,275
|
Totals as of December 31, 2020
|
1,107,130
|
6.48
|
1,246,979
|
(1)
|
Represents shares subject to awards issued under the Tidewater Inc. 2017 Stock Incentive Plan (the “2017 Plan”).
|
(2)
|
Represents shares subject to awards issued under the Tidewater Legacy GLF Management Incentive Plan, which we assumed in connection with the business combination (the “Legacy GLF Plan”). We describe this plan in further detail below.
|
(3)
|
Represents the number of shares subject to outstanding stock options and the maximum number of shares that may be issued under restricted stock units (RSUs) currently outstanding under both the 2017 Plan and the Legacy GLF Plan (maximum of one share per time-based RSU and up to two shares per performance-based RSU, depending on the extent to which the performance conditions are met).
|
(4)
|
Represents the weighted average exercise price for outstanding stock options. These options have a weighted average remaining contractual term of 9.5 years.
|
(5)
|
Awards may be granted under either plan in the form of stock options, restricted stock, RSUs, or other cash- or equity- based awards.
|
Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership
|
Percent of Class(1)
|
||
T. Rowe Price Associates
100 East Pratt Street Baltimore, Maryland 21202 |
6,835,243(2)
|
16.78%
|
||
Robert E. Robotti
c/o Robotti & Company, Incorporated 60 East 42nd Street, Suite 3100 New York, New York 10165 |
2,902,303(3)
|
7.06%
|
||
Moerus Capital Management, LLC
307 West 38th Street, Suite 2003 New York, New York 10018 |
2,679,898(4)
|
6.58%
|
||
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
2,534,014(5)
|
6.22%
|
||
Third Avenue Management LLC
622 Third Avenue, 32nd Floor New York, New York 10017 |
2,513,675(6)
|
6.17%
|
||
American International Group, Inc.
175 Water Street New York, New York 10038 |
2,391,291(7)
|
5.87%
|
||
The Vanguard Group
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
2,144,296(8)
|
5.26%
|
(1)
|
Based on 40,731,777 shares of common stock outstanding on April 12, 2021, plus the number of any shares of common stock underlying the company’s warrants beneficially owned by the applicable beneficial owner.
|
(2)
|
Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by T. Rowe Price Associates, Inc., a registered investment advisor (“Price Associates”), which has sole voting power over 2,431,246 shares and sole dispositive power over all reported shares. T. Rowe Price Mid-Cap Value Fund, Inc., a registered investment company sponsored by Price Associates, has sole voting power over 4,372,175 of the reported shares and no dispositive power over any of the reported shares.
|
(3)
|
Based on a Schedule 13D/A filed with the SEC on March 12, 2021 by a group including Robert E. Robotti. Mr. Robotti has sole voting and dispositive power over 7,092 of the reported shares and he shares the power to vote or dispose of 2,895,211 of the reported shares with certain entities controlled by him and or certain clients of such controlled entities. Included in the total number of shares shown as beneficially owned are 1,074 shares issuable upon the exercise of warrants held directly by Mr. Robotti and 387,700 shares issuable upon the exercise of warrants held directly owned by certain entities controlled by Mr. Robotti or advisory clients of certain entities controlled by Mr. Robotti.
|
(4)
|
Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by Moerus Capital Management, LLC, which has sole voting power over 2,679,898 shares and sole dispositive power over 2,679,898 shares and shares voting power over 30,107 shares.
|
(5)
|
Based on a Schedule 13G/A filed with the SEC on February 1, 2021, by BlackRock, Inc., which has sole voting power over 2,494,214 shares and sole dispositive power over all reported shares.
|
(6)
|
Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Third Avenue Management LLC, which reports sole voting and dispositive power over all reported shares in its capacity as investment adviser to several investment companies.
|
(7)
|
Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by American International Group, Inc., which has sole voting and dispositive power over 2,341,223 shares and shares voting and dispositive power over the remaining 50,069 shares with its wholly-owned subsidiaries, SunAmerica Asset Management, LLC or Variable Annuity Life Insurance Company.
|
(8)
|
Based on a Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group, which has sole dispositive power over 2,105,115 shares and shares voting power over 26,710 shares and dispositive power over 39,181 shares.
|
Name of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent of
Class of
Common
Stock(1)
|
Restricted
Stock Units(2)
|
|||||||||
Current Directors
|
||||||||||||
Darron M. Anderson(3)
|
-- | * | 21,364 | |||||||||
Dick Fagerstal
|
21,541 | * | 27,000 | |||||||||
Quintin V. Kneen
|
236,711 (4) | * | 207,583 | |||||||||
Louis A. Raspino
|
23,166 | * | 27,000 | |||||||||
Larry T. Rigdon
|
67,016 (5) | * | 27,000 | |||||||||
Kenneth H. Traub
|
32,088 | * | 27,000 | |||||||||
Lois K. Zabrocky
|
-- | * | 27,000 | |||||||||
Named Executives(6)
|
||||||||||||
Samuel R. Rubio
|
32,024 (4) | * | 92,740 | |||||||||
David E. Darling
|
44,249 (4) | * | 83,218 | |||||||||
Daniel A. Hudson
|
15,997 (4) | * | 80,525 | |||||||||
All current directors and executive officers as a group (10 persons)
|
472,792 (4) | 1.15% | 620,430 |
*
|
Less than 1.0%.
|
(1)
|
Based on 40,731,777 shares of common stock outstanding on April 12, 2021 and includes for each person and group the number of shares that such person or group has the right to acquire within 60 days of such date.
|
(2)
|
Reflects the number of restricted stock units held by each director or executive officer that will not vest within 60 days of April 12, 2021 and thus are not included in his or her beneficial ownership calculation.
|
(3)
|
Mr. Anderson was appointed as a director effective September 8, 2020.
|
(4)
|
The total number of shares shown as beneficially owned for each named executive and all current directors and executive officers as a group includes the following:
|
Shares Acquirable within 60 days upon
Exercise
|
Shares Subject to
Time-Based RSUs
|
|||||||||||
Named Executive
|
Legacy GLF Equity
Warrants |
Stock
Options
|
vesting
within 60 days |
|||||||||
Mr. Kneen
|
8,025 | 114,866 | 60,829 | |||||||||
Mr. Rubio
|
2,326 | -- | 11,123 | |||||||||
Mr. Darling
|
-- | -- | 11,123 | |||||||||
Mr. Hudson
|
-- | -- | 11,776 |
(5)
|
Includes 30,000 shares held in an IRA for Mr. Rigdon’s benefit, over which he has sole voting and investment power.
|
(6)
|
Information regarding shares beneficially owned by Mr. Kneen, who was a named executive for fiscal 2020 in addition to Messrs. Darling, Hudson, and Rubio, appears immediately above under the caption “Current Directors.”
|
Fiscal Year Ended
December 31, 2020 |
Fiscal Year Ended
December 31, 2019 |
|||||||
Audit Fees(1)
|
$ | 1,321,528 | $ | 1,949,970 | ||||
Audit-Related Fees(2)
|
$ | -- | $ | 207,263 | ||||
Tax Fees(3)
|
$ | 398,213 | $ | 1,371,643 | ||||
All Other Fees(4)
|
$ | 4,103 | $ | 4,103 | ||||
Total
|
$ | 1,723,844 | $ | 3,532,979 |
(1)
|
Relates to services rendered in connection with auditing our company’s consolidated financial statements for each annual or transition period and reviewing our company’s quarterly financial statements. Also includes services rendered in connection with statutory audits and financial statement audits of our subsidiaries.
|
(2)
|
Consists of financial accounting and reporting consultations and employee benefit plan audits and fee related to registration statements and SEC comment letters.
|
(3)
|
Consists of United States and foreign corporate tax compliance services and consultations.
|
(4)
|
Consists of fees billed for all other professional services rendered to Tidewater, other than those reported in the previous three rows. These fees relate to an annual subscription to an online research resource.
|
(a)(3)
|
Exhibits
|
2.1
|
||
2.2
|
||
2.3
|
||
2.4
|
||
3.1
|
||
3.2
|
||
3.3
|
||
4.1**
|
||
4.2
|
||
4.3
|
||
4.4
|
||
4.5
|
10.1
|
||
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6
|
||
10.7
|
||
10.8
|
||
10.9+
|
||
10.10+
|
||
10.11+
|
||
10.12+
|
||
10.13+
|
10.14+
|
||
10.15+
|
||
10.16+
|
||
10.17+
|
||
10.18+
|
||
10.19+
|
||
10.20+
|
||
10.21+
|
||
10.22+
|
||
10.23+
|
||
10.24+
|
||
10.25+**
|
||
10.26+
|
||
10.27+
|
10.28+
|
||
10.29+
|
||
10.30+
|
||
10.31+
|
||
21**
|
||
23**
|
||
31.1*
|
||
31.2*
|
||
32.1**
|
||
101.INS**
|
Inline XBRL Instance Document. – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
101.SCH**
|
Inline XBRL Taxonomy Extension Schema.
|
|
101.CAL**
|
Inline XBRL Taxonomy Extension Calculation Linkbase.
|
|
101.DEF**
|
Inline XBRL Taxonomy Extension Definition Linkbase.
|
|
101.LAB**
|
Inline XBRL Taxonomy Extension Label Linkbase.
|
|
101.PRE**
|
Inline XBRL Taxonomy Extension Presentation Linkbase.
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
* Filed herewith.
** Filed with the Original Form 10-K.
+ Indicates a management contract or compensatory plan or arrangement.
|
TIDEWATER INC.
|
|||
(Registrant)
|
|||
By:
|
/s/ Quintin V. Kneen
|
||
Quintin V. Kneen
|
|||
President, Chief Executive Officer and Director
|