Tidewater Inc DEF 14A, filed May 1, 2023

Tidewater Inc (TDW)

DEF 14A 2023-05-01

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Added on June 12, 2026

About this DEF 14A

Tidewater Inc filed this DEF 14A on May 1, 2023.

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				Date and Time Monday, June 26, 2023 8:00 a.m., Central Time.						Place The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via a live audio webcast. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/TDW2023. You will be able to join the meeting 15 minutes before the start time, and we encourage you to do so to ensure you can connect
				Purpose To elect eight directors, each for a one-year term; To approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote); To ratify the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and To transact such other business as may properly come before the meeting or any adjournment thereof.
				Who Can Vote Only shareholders of record at the close of business on April 28, 2023, are entitled to notice of, and to vote at, the 2023 Annual Meeting. A list of stockholders entitled to vote will be available at the meeting website during the meeting.
				Our Board of Directors unanimously recommends that you vote: • FOR each of the eight director nominees, • FOR approval of our executive compensation, and • FOR ratification of our selection of PricewaterhouseCoopers LLP as our auditors. Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. If you are unable to attend the meeting and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our corporate Secretary at any time before the 2023 Annual Meeting, by timely delivering a proxy bearing a later date, or by voting at the meeting.

				Proxy Statement Summary			1
				Proposal 1: Election of Directors			7
				Corporate Governance			19
				Board of Directors			23
				Composition and Role of Board Committees			27
				Director Compensation			31
				2022 Director Compensation Table			31
				Proposal 2: Advisory Vote On Executive Compensation (“Say-On-Pay” Vote)			33
				Information Regarding Executive Officers			34
				Compensation Discussion And Analysis			35
				Compensation Committee Report			47
				Compensation Tables, Ratios and Performance Comparisons
				Fiscal 2022 Summary Compensation Table			48
				Fiscal 2022 Grants of Plan-Based Awards			49
				Outstanding Equity Awards at 2022 Fiscal Year End			50
				Option Exercises and Stock Awards Vested in Fiscal Year 2022			51
				Fiscal 2022 Pension Benefits			51
				Fiscal 2022 Non-Qualified Deferred Compensation			51
				Potential Payments Upon Termination or Change of Control			52
				Equity Compensation Plan Information			56
				Pay Ratio Disclosure			57
				Pay vs. Performance			58
				Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm			62
				Audit Fees
				Audit Committee Report			65
				Security Ownership of Certain Beneficial Owners			66
				Security Ownership of Management			67
				Independent Registered Public Accounting Firm
				Stockholder Proposals			68
				Certain Relationships And Related-Party Transactions			69
				Delinquent Section 16(A) Reports			70
				Questions And Answers About The Annual Meeting And Voting			71
				Other Matters			77
				Appendix			A-1

				When Monday, June 26, 2023 8:00 a.m., Central Time,						Place Online at www.virtualshareholdermeeting.com/TDW2023
				Record Date April 28, 2023						Voting Only shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Proposal	Description	Board Vote Recommendation	Page
	Election of Directors	FOR each nominee	7
	Advisory Vote on Executive Compensation	FOR	33
	Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	FOR	62

Name and Principal Occupation		Age	Director Since	Board Committees
Name and Principal Occupation		Age	Director Since	AC	CC	NGC	ESG
	Darron M. Anderson President and Chief Executive Officer of Stallion Oilfield Holdings, Inc.	54	2020
	Melissa Cougle Former Senior Vice President and Chief Financial Officer of Frank’s International N.V.	46	2022
	Dick Fagerstal Executive Chairman of Global Marine Group	62	2017
	Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc.	57	2019
	Louis A. Raspino President and Chief Executive Officer of Tidewater Inc.	70	2018
	Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	69	2021
	Kenneth H. Traub Managing Member of the General Partner of Delta Value Group, LLC	61	2018
	Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc.	53	2020

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE 26, 2023.
		This proxy statement and our 2022 Annual Report on Form 10-K are available at www.proxyvote.com and on our website at www.tdw.com

AC	Audit Committee	CC	Compensation Committee
NGC	Nominating and Governance Committee	ESG	Environmental, Social and Governance
	Member		Chair


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

		• Announced Agreement to Acquire 37 Platform Supply Vessels from Solstad Offshore. On March 7, 2023, we announced a definitive agreement to purchase 37 platform supply vessels from Solstad Offshore ASA (“Solstad”) for approximately $577 million. All 37 vessels are currently active and working throughout the world, principally in the North Sea, but also in Brazil, Australia and West Africa.
		• Successfully Closed & Integrated Acquisition of Swire Pacific Offshore, Becoming the World’s Largest PSV Provider. On April 22, 2022, we closed our acquisition of Swire Pacific Offshore (“SPO”), comprised of 50 Offshore Support Vessels (“OSVs”) including 29 Anchor Handling Tug Supply Vessels (“AHTS”) and 21 Platform Supply Vessels (“PSV”), operating primarily in West Africa, Southeast Asia and the Middle East.
		• ESG Leadership Published Third Comprehensive and Stand-Alone Sustainability Report and Formed an ESG Committee of the Board. In March 2023, we published our third Sustainability Report, describing our ongoing commitment to environmental, social and governance (“ESG”) principles, along with our ESG performance and approach to material sustainability topics for the 2022 calendar year. In addition, during 2022, the Board created an Environmental, Social and Governance Committee, which is tasked with the responsibility of overseeing the effectiveness and reporting of our ESG policies, goals and programs.
		• Continue to Drive Free Cash Flow. Capital discipline remains a core focus that drives our ongoing fleet rationalization, working capital management and disciplined approach to capital expenditures that, in turn, contribute significantly to our ability to generate positive cash flow. During 2022, we continued to realize efficiencies through our digital transformation to enable a much more effective and efficient management of the entire business. Further, we generated $50.6 million of free cash flow in 2022 through a combination of cash flow from operations and non-core vessel sales.

		What We Do
					Pay for Performance. A substantial portion of NEO compensation is performance-based. The Compensation Committee annually reviews the metrics underlying the long-term equity incentive award program (LTI Program) and annual short-term cash incentive program (STI Program) to evaluate their continued alignment with Tidewater’s business priorities and shareholder interests.
					Establish Target Awards. The Compensation Committee has established target and maximum awards under our STI Program and established target awards under our LTI Program.
					Clawback in the Event of Misstatement. The Compensation Committee has adopted a clawback policy giving it authority to clawback compensation in certain situations involving a required financial restatement by the Company. The Compensation Committee also intends to adopt a clawback policy consistent with the requirements of new Exchange Act Rule 10D-1 upon or prior to the effectiveness of applicable NYSE listing standards.
					Monitor Compensation Program for Risk.The executive compensation program includes multiple features and metrics intended to appropriately mitigate excessive risk-taking. The Compensation Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking.
					Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute shareholder returns, with TSR awards capped if Tidewater’s absolute TSR is negative.
					Robust Stock Ownership Guidelines. We require our directors and officers to hold stock and full value equity interests at substantial levels, with a five-year period from appointment to come into compliance with these guidelines.
					Limited Executive Perquisites. We offer our NEOs very few perquisites not generally available to all employees (see footnote 7 to the Summary Compensation Table on page 48).
					Independent Consultant. The Compensation Committee has its own independent executive compensation consultant. The consultant reports directly to the Compensation Committee and does not provide any services to management.

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

	Cybersecurity Risk Oversight
	Our Audit Committee and our Board oversee Tidewater’s management of cybersecurity risk. Cyberattacks have continued to intensify in their sophistication and ability to harness information both from the public domain and by means of data exfiltration across public and private institutions. To respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by our Chief Information Officer, that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by us or in our care. Using a risk-based prioritization approach, our management team focuses on securing our critical assets, updating our cybersecurity detection and prevention capabilities to the new threats, and maturing our compliance processes to protect our operations. We have taken the following foundational steps, among others, to address these risks:
	1. Established a global cybersecurity operation center that monitors for cyber threats on a 24-hours a day, year round basis;
	2. Deployed endpoint detection and response on all IT endpoints;
	3. Decommissioned all physical data centers and migrated 100% to the cloud;
	4. Implemented enterprise-wide cybersecurity training, anti-phishing and awareness programs for our employees; and
	5. Conducted periodic audits and targeted risk assessments of Tidewater’s IT security capabilities to proactively identify and strengthen cyber defense operations.
	Our Chief Information Officer meets with the Audit Committee on a quarterly basis to review our cybersecurity programs and risks, and the Chair of the Audit Committee informs the Board of the outcome of these committee reviews through updates presented to the Board at the regularly scheduled Board meetings. In addition, each member of the Audit Committee has completed the Cyber Risk Oversight Certificate Course offered by the National Association of Corporate Directors (NACD). Dick Fagerstal, Chair of our Audit Committee, also completed the Harvard University course “Cybersecurity: The Intersection of Policy and Technology” in 2020.

	Compensation Risk Oversight
	Consistent with SEC disclosure requirements, the Compensation Committee performs an annual risk assessment of Tidewater’s compensation programs. Management has identified the elements of our compensation program that could incentivize management to take risks and has reported to the Compensation Committee its assessment of those risks and mitigating factors particular to each risk. The Compensation Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Tidewater. Some of the findings the committee considered in reaching this conclusion include:
	1. our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions;
	2. the Company performance portion of our annual incentive plan is based on Company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking;
	3. our annual and long-term incentive plans have conservative payout caps;
	4. our compensation levels and performance criteria are subject to multiple levels of review and approval;
	5. we have an executive compensation recovery policy (“clawback”) and stock ownership guidelines for our executives; and
	6. our Policy Statement on Insider Trading prohibits hedging and pledging of Tidewater’s securities by all company insiders, including our executives.
	Environmental, Safety & Sustainability Oversight
	The Board oversees environmental, health, safety and sustainability matters as an integral part of its oversight of Tidewater’s strategy and key risks. These matters are inherent to the company’s strategic plans and, accordingly, are incorporated into regular Board meetings as well as the Board’s in-depth strategic review sessions. In addition, the Board’s committee structure is designed to provide the Board and its committees with the appropriate oversight of relevant environmental, social and governance matters. For example, the Environmental, Social and Governance Committee reviews and monitors climate-related public policy trends and related regulatory matters and oversees Tidewater’s external reporting on ESG and sustainability matters, including climate-related risks and opportunities.

Name of Director	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total ($)
Current Directors
Darron M. Anderson(2)		47,906		168,982		216,888
Melissa Cougle(2)		47,488		168,982		216,470
Dick Fagerstal		85,406		168,982		254,388
Louis A. Raspino		62,906		168,982		231,888
Larry T. Rigdon(2)		110,394		168,982		279,376
Robert Robotti(2)		47,906		168,982		216,888
Kenneth H. Traub		57,906		168,982		216,888
Lois K. Zabrocky		52,906		168,982		221,888

Fee Type	January 1, 2022 – June 30, 2022 (Annual)			July 1, 2022 – Present (Annual)
Annual cash retainer		$	47,813		$	48,000
Annual equity-based retainer		$	168,500		$	169,000
Additional cash retainer for Chairman of the Board		$	50,000		$	75,000
Additional cash retainer for the Lead Independent Director		$	10,000		$	25,000
Additional cash retainer for Audit Committee Chair		$	20,000		$	20,000
Additional cash retainer for Compensation Committee Chair		$	15,000		$	15,000
Additional cash retainer for Nominating and Corporate Governance Committee Chair		$	10,000		$	10,000
Additional cash retainer for Environmental, Social and Governance Committee Chair			N/A		$	10,000

Executive Officer	Age	Position
David E. Darling	68	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 Offshore Inc. from 2007 to March 2018, including during the GulfMark reorganization.
Daniel A. Hudson	51	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.
Samuel R. Rubio	63	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 Offshore Inc. 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.

	Pay Component	Results for 2022	Considerations
Fixed	Base Salary	Base salaries of NEOs were increased to align with Tidewater’s growth and to move closer to market median CEO increase of 20%; Other NEOs between 5%–25%.	To move salaries closer to market median and to recognize expanding individual responsibilities
Incentive-Based	Short-Term Incentive (“STI”) Program	For each NEO, 2022 STI award payouts were 98.0% of target	To reflect and recognize free cash flow (“FCF”) achievement between threshold and target, operational efficiencies achieved, and target performance on individual performance objectives
Incentive-Based	Long-Term Incentive (“LTI”) Award	In March 2022, we granted annual LTI awards to our NEOs as follows: • CEO: $3,500,000 target, award mix 50% time-based RSUs and 50% performance-based RSUs • Other NEOs: $850,000 target, award mix 75% time-based RSUs and 25% performance-based RSUs	To further ensure shareholder alignment, with a significant performance-based component for our CEO that includes both relative and absolute stock price performance LTI target grant values increased to better align with competitive median pay levels



PEER GROUP
Bristow Group Inc.	Expro Group	Oceaneering International
Core Lab	Forum Energy Technologies	Oil States International
Diamond Offshore	Helix Energy Solutions Group	SEACOR Marine Holdings
DMC Global	International Seaways	TETRA Technologies
Dorian LPG	Newpark Resources	Valaris Limited
Dril-Quip	Noble Corp.

Named Executive	2021 Base Salary ($)		2022 Base Salary ($)		Percent Change (%)
Quintin V. Kneen		500,000		600,000		20%
Samuel R. Rubio		300,000		350,000		17%
David E. Darling		300,000		375,000		25%
Daniel A. Hudson		300,000		315,000		5%

Metric	Weight	What we Measure	Why
Free Cash Flow (FCF)	50%	• Non-GAAP investment performance indicator determined from net cash provided by operating activities, adjusted for capital expenditures, proceeds from asset sales, cash interest expense and interest income	• Places emphasis on key cash generation drivers such as operating and administrative cost efficiency, optimal capital investments, and timely collection of accounts receivable balances • Driver of long-term shareholder value creation by incentivizing management to develop an efficient, scalable growth platform with lower overall net debt levels
Operational Efficiency	20%	• Optimizing G&A in our West Africa region • Managing professional fees and dry dock costs • ESG carbon monitoring project applications on targeted vessels	• Efficiency in the management of G&A, professional fees and dry dock costs helps us to remain competitive in the market • Improve carbon monitoring to better track and reduce our carbon footprint, reduce costs and improve efficiencies in our fleet
Safety Performance	10%	• Lost-time incident frequency (LTIF): number of lost time incidents per million hours worked • Total recordable case frequency (TRCF) (number of recordable cases * 1 million / quantity manhours worked	• Reinforces our commitment to remain an industry leader in safety • A safe work environment helps us attract and retain a more experienced work force, and gives us a competitive advantage in retaining existing business and when bidding for new work

Named Executive	Target Award as % of Salary (%)
Quintin V. Kneen		100%
Samuel R. Rubio		100%
David E. Darling		100%
Daniel A. Hudson		100%

Performance Metric		Performance Standards			Actual Performance	Percent of Target Earned	Times Weight	Equals Weighted Payout
Performance Metric		Threshold	Target	Maximum	Actual Performance	Percent of Target Earned	Times Weight	Equals Weighted Payout
FCF(a)		$30.0 MM	$47.0 MM	$60.0 MM	$59.2 MM	126%	50%	63.0%
Operational Efficiency	Scheduled Dry Docks	—	$43.6 MM	—	$43.3 MM	100%	5%	15.0%
	Professional Fees	—	$11.5 MM	—	$10.7 MM	100%	5%
	West Africa G&A		$7.0 MM		$7.7 MM	0%	5%
	ESG Carbon Projects	—	18 Vessels	—	43 Vessels	100%	5%
Individual Performance(b)		—	—	—	—	100%	20%	20.0%
Safety			0.07 LTIF		0.11 LTIF
Safety		—	0.55 TRCF	—	0.62 TRCF	0%	10%	0.0%
Calculated Percent of Target Earned								98.0%

Named Executive	Base Salary(1) ($)		x	Target Award as % of Salary (%)		x	Corporate Payout Factor (%)		=	Actual Award ($)
Quintin V. Kneen		575,000			100%			98.0%			563,000
Samuel R. Rubio		337,500			100%			98.0%			330,750
David E. Darling		356,250			100%			98.0%			349,125
Daniel A. Hudson		311,250			100%			98.0%			305,025

Named Executive	2022 Target Grant Value			Time-Vesting RSUs(1)		Performance-Vesting RSUs(2)		Stock Price on Date of Grant			Reported Grant Date Value
Quintin V. Kneen		$	3,500,000		92,887		92,888		$	18.84		$	3,500,000
Samuel R. Rubio		$	850,000		33,838		11,279		$	18.84		$	850,000
David E. Darling		$	850,000		33,838		11,279		$	18.84		$	850,000
Daniel A. Hudson		$	850,000		33,838		11,279		$	18.84		$	850,000
TOTAL		$	6,050,000									$	6,050,000

Relative TSR Performance Level	Payout (% of target units earned)
Relative TSR Performance Level	Absolute TSR ≥ 0%		Absolute TSR < 0%
90th percentile		200%		100%
60th percentile		100%		100%
30th percentile		50%		50%
< 30th percentile		0%		0%

	2022 PRSU Peers
	• Bristow Group • Core Laboratories • Dorian LPG • Dril-Quip • Forum Energy Technologies • Gulf Island Fabrication • Helix Energy Solutions			• International Seaways • NCS Multistage Holdings • Newpark Resources • Oceaneering International • Oil States International • SEACOR Marine Holdings • TETRA Technologies

Name and Principal Position(1)	Fiscal Year		Salary ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option Awards(4) ($)		Non-Equity Incentive Plan Compensation(5) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($)		All Other Compensation(7) ($)		Total ($)
Quintin V. Kneen President, Chief Executive Officer, and Director		2022		575,000		—		3,500,000		—		563,500		—		16,599		4,655,099
		2021		500,000		—		1,098,830		956,293		449,000		—		19,390		3,023,513
		2020		500,000		300,000		589,054		1,113,052		400,000		—		21,110		2,923,216
Samuel R. Rubio Executive Vice President, Chief Financial Officer, and Chief Accounting Officer		2022		337,500		—		850,000				330,750				10,425		1,528,675
		2021		294,792		—		747,198		—		264,772		—		975		1,307,737
		2020		261,875		300,000		155,509		—		154,000		—		975		872,359
David E. Darling Executive Vice President Chief Operating Officer, and Chief Human Relations Officer		2022		356,250		—		850,000				349,125		-9,764		10,425		1,556,036
		2021		294,792		—		747,198		—		264,772		-2,500		2235		1,306,497
		2020		261,875		300,000		155,509		—		154,000		3,541		975		875,900
Daniel A. Hudson Executive Vice President, General Counsel, and Secretary		2022		311,250		—		850,000		—		305,025		—		9,431		1,475,706
		2021		294,792		—		747,198		—		264,772		—		2235		1,308,997
		2020		261,875		210,000		155,509		—		154,000		—		975		782,359

Name	Parking			Matching Contributions to 401(k) Plan			Club and Gym Fees			Total
Kneen		$	975		$	9,150		$	6,647		$	16,599
Rubio		$	975		$	9,150		$	300		$	10,425
Darling		$	975		$	9,150		$	300		$	10,425
Hudson		$	975		$	8,156		$	300		$	9,431

Name			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)								Type of Award (2)	Estimated Future Payouts Under Equity Incentive Plan Awards (3)						All Other Stock Awards: Number of Shares of Stocks or Units (4)		Grant Date Fair Value of Stock Awards ($)(5)
Name	Grant Date		Threshold		Target			Maximum			Type of Award (2)	Threshold		Target		Maximum				Grant Date Fair Value of Stock Awards ($)(5)
Quintin V., Kneen				0		$	575,000		$	646,875
		3/10/22									TSR PRSU		46,444		92,888		185,776				$	1,750,010
		3/10/22									3YR RSU								92,887		$	1,749,991
Samuel R. Rubio				0		$	337,500		$	379,688
		3/10/22									TSR PRSU		5,639		11,279		22,558				$	212,496
		3/10/22									3YR RSU								33,838		$	637,508
David E. Darling				0		$	356,250		$	400,781
		3/10/22									TSR PRSU		5,639		11,279		22,558				$	212,496
		3/10/22									3YR RSU								33,838		$	637,508
Daniel A. Hudson				0		$	311,250		$	350,156
		3/10/22									TSR PRSU		5,639		11,279		22,558				$	212,496
		3/10/22									3YR RSU								33,838		$	637,508

										Stock Awards
	Option Awards									Unvested Equity Incentive Plan Awards			Unvested Stock Awards
	Securities underlying Unexercised Options									Number of Shares or Units(3) (#)		Market Value(4) ($)	Number of Shares or Units (#)		Market Value(4) ($)
Name / Award / Grant Date	(#) Exercisable		(#) Unexercis-able		Exercise Price			Expiration Date		Number of Shares or Units(3) (#)		Market Value(4) ($)	Number of Shares or Units (#)		Market Value(4) ($)
Quintin V. Kneen
NQSO 04/20/2020(1)		229,732		114,866		$	6.475		4/20/30
NQSO 03/22/2021(2)		89,006		170,152		$	18.09		3/22/31
RSU 04/20/2020														37,906		$	1,396,836
RSU 03/22/2021														57,591		$	2,122,228
RSU 03/10/2022														92,887		$	3,422,886
PRSU 03/10/2022											92,888					$	3,422,923
Samuel R. Rubio
RSU 04/20/2020														10,007		$	368,758
RSU 03/22/2021														39,162		$	1,443,120
RSU 03/10/2022														33,838		$	1,246,930
PRSU 03/10/2022											11,279					$	415,631
David E. Darling
RSU 04/20/2020														10,007		$	368,758
RSU 03/22/2021														39,162		$	1,443,120
RSU 03/10/2022														33,838		$	1,246,930
PRSU 03/10/2022											11,279					$	415,631
Daniel A. Hudson
RSU 04/20/2020														10,007		$	368,758
RSU 03/22/2021														39,162		$	1,443,120
RSU 03/10/2022														33,838		$	1,246,930
PRSU 03/10/2022											11,279					$	415,631

	Stock Awards
Name	Number of Shares Acquired on Vesting(1) (#)		Value Realized on Vesting(2) ($)
Quintin V. Kneen		83,708		$	1,856,789
Samuel R. Rubio		32,376		$	698,022
David E. Darling		32,376		$	698,022
Daniel A. Hudson		31,356		$	674,684

Event	Mr. Kneen			Mr. Rubio			Mr. Darling			Mr. Hudson
Death or Disability
Accelerated vesting of stock options(1)		$	6,681,106		$	—		$	—		$	—
Accelerated vesting of RSUs(2)		$	10,364,873		$	3,474,439		$	3,474,439		$	3,474,439
Subtotal–Termination-Related Benefits		$	17,045,979		$	3,474,439		$	3,474,439		$	3,474,439
Annual incentive for full fiscal year		$	563,500		$	330,750		$	349,125		$	305,025
Total		$	17,609,479		$	3,805,189		$	3,823,564		$	3,779,464
Termination without Cause or with Good Reason
Accelerated vesting of RSUs(3)		$	3,598,912		$	1,505,961		$	1,505,961		$	1,505,961
Cash severance payment(4)		$	2,400,000		$	1,050,000		$	1,125,000		$	945,000
Additional benefits(5)		$	46,488		$	16,290		$	15,264		$	23,238
Subtotal–Termination-Related Benefits		$	6,045,400		$	2,572,251		$	2,646,225		$	2,474,199
Annual incentive for full fiscal year		$	563,500		$	330,750		$	349,125		$	305,025
Total		$	6,608,900		$	2,903,001		$	2,995,350		$	2,779,224
All Other Terminations (outside of Change in Control)
Annual incentive for full fiscal year		$	563,500		$	330,750		$	349,125		$	305,025
Total		$	563,500		$	330,750		$	349,125		$	305,025
Change in Control (no termination)
Annual incentive for full fiscal year		$	563,500		$	330,750		$	349,125		$	305,025
Total		$	563,500		$	330,750		$	349,125		$	305,025
Change in Control with Termination
Accelerated vesting of stock options(1)		$	6,681,106		$	—		$	—		$	—
Accelerated vesting of RSUs(2)		$	10,364,873		$	3,474,439		$	3,474,439		$	3,474,439
Cash severance payment(6)		$	3,600,000		$	1,400,000		$	1,500,000		$	1,260,000
Additional benefits(7)		$	94,717		$	46,721		$	45,361		$	55,985
Subtotal–Termination-Related Benefits		$	20,740,696		$	4,921,160		$	5,019,800		$	4,790,424
Annual incentive for full fiscal year		$	563,500		$	330,750		$	349,125		$	305,025
Total		$	21,304,196		$	5,251,910		$	5,368,925		$	5,095,449

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights(4) (a)		Weighted-average exercise price of outstanding options and rights(5) (b)			Number of securities remaining available for future issuance under plans (excluding securities reflected in column (a))(6) (c)
Equity Compensation Plans Approved by Shareholders(1)		628,237			—		2,466,167
Equity Compensation Plans Approved by Shareholders(2)		800,557		$	11.46		—
Equity Compensation Plans Not Approved by Shareholders(3)		188,006			—		—
Totals as of December 31, 2022		1,616,800		$	11.46		2,466,167


2021 Weighted Options		2,232,995
2022 Weighted Options		4,688,168
Total Options		603,756
Total Weighted Options Exercise Price	$	11.46

													Value of initial fixed $100 investment based on:						(Stated in millions)
Year	Summary Compensation Table Total for CEO(1)			Compensation actually paid to CEO(2)			Average summary compensation table total for non-CEO NEOs(1)(3)			Average compensation actually paid to non-CEO NEOs(3)(4)			Total shareholder return(5)			Peer group total shareholder return(6)			Net income (loss) (millions)(7)			Adjusted EBITDA(8)
2022		$	4,655,099		$	11,566,761		$	1,520,139		$	3,977,064		$	344.07		$	146.82		$	(21.8)		$	166.7
2021		$	3,023,513		$	3,525,698		$	1,307,744		$	1,340,698		$	123.96		$	82.83		$	(129.0)		$	34.7
2020		$	2,923,216		$	2,113,026		$	843,539		$	605,128		$	44.81		$	63.45		$	(196.2)		$	34.7