Tidewater Inc DEF 14A, filed Apr 24, 2025

Tidewater Inc (TDW)

DEF 14A 2025-04-24 For: 2025-06-05

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Added on June 12, 2026

About this DEF 14A

Tidewater Inc filed this DEF 14A on April 24, 2025.

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				Date and Time Thursday, June 5, 2025 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/TDW2025. 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 1. Election of eight directors named in the proxy statement 2. Advisory vote to approve named executive officer compensation 3. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 4. Transact any other business properly brought before the meeting or any adjournment or postponement thereof
				Who Can Vote Only shareholders of record at the close of business on April 11, 2025, are entitled to notice of, and to vote at, the 2025 Annual Meeting.
				Our Board of Directors unanimously recommends that you vote: • FOR each of the eight director nominees, • FOR approval of our named executive officer compensation, and • FOR ratification of our selection of PricewaterhouseCoopers LLP as our independent 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 2025 Annual Meeting, by timely delivering a proxy bearing a later date, or by voting at the meeting.

				Forward-Looking Statements and Website References			1
				Proxy Statement Summary			2
				Proposal 1: Election of Directors			7
				Director Criteria, Qualifications, Experience and Tenure			8
				Current Directors Renominated for a New Term			10
				Corporate Governance			18
				Board of Directors			25
				Composition and Role of Board Committees			30
				Director Compensation			34
				Proposal 2: Advisory Vote to Approve our Executive Compensation			36
				Information Regarding Executive Officers			37
				Compensation Discussion and Analysis			39
				Compensation Committee Report			52
				Fiscal 2024 Summary Compensation Table			53
				Fiscal 2024 Grants of Plan-Based Awards			55
				Outstanding Equity Awards at 2024 Fiscal Year End			56
				Option Exercises and Stock Awards Vested in Fiscal Year 2024			57
				Fiscal 2024 Pension Benefits			57
				Fiscal 2024 Non-Qualified Deferred Compensation			57
				Potential Payments Upon Termination or Change of Control			58
				Equity Compensation Plan Information			62
				Pay Ratio Disclosure			63
				Pay vs. Performance			64
				Proposal 3: Ratification of Appointment of Independent Auditors for 2025			68
				Audit Committee Report			70
				Security Ownership of Certain Beneficial Owners			71
				Security Ownership of Management			72
				Shareholder Proposals			73
				Certain Relationships and Related-Party Transactions			74
				Delinquent Section 16(A) Reports			75
				Questions and Answers About the Annual Meeting and Voting			76
				Other Matters			83
				Appendix A			A-1

				When Thursday, June 5, 2025 8:00 a.m., Central Time						Place Online at www.virtualshareholdermeeting.com/TDW2025
				Record Date April 11, 2025						Voting Only shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Proposal	Description	Board Vote Recommendation	Page
	Election of Eight Directors	FOR each nominee	7
	Advisory Vote to Approve Named Executive Officer Compensation	FOR	36
	Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	FOR	68

Name and Principal Occupation		Age	Director Since	Board Committees
Name and Principal Occupation		Age	Director Since	AC	C&HC	N&GC	S&SC
	Darron M. Anderson President and Chief Executive Officer of Stallion Oilfield Holdings, Inc.	56	2020
	Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc.	48	2022
	Dick H. Fagerstal Retired Executive Chairman of Global Marine Group	64	2017
	Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc.	59	2019
	Louis A. Raspino Retired Chairman of Clarion Offshore Partners	72	2018
	Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	71	2021
	Kenneth H. Traub President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. Managing Partner of Delta Value Group, LLC	63	2018
	Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc.	55	2020

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE 5, 2025
		This proxy statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com and on our website at www.tdw.com.

AC	Audit Committee	C&HC	Compensation & Human Capital Committee
N&GC	Nominating & Corporate Governance Committee	S&SC	Safety & Sustainability Committee
	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 and overseas operations
			Technology / Cybersecurity			Contributes to the Board’s understanding of information technology and emerging cybersecurity risks in the digital age
			Human Capital Management			Contributes to the Board’s ability to attract, motivate, retain, and oversee the development of talent
			Sustainability / Environmental			Contributes to oversight and understanding of Environmental, Health, Safety, and sustainability issues and their relationship to Tidewater’s business and strategy
			Public Company Governance			Contributes to understanding of best practices in corporate governance matters and significant public company experience
			Governmental / Legal, Regulatory			Provides the Board with better understanding of our highly-regulated industry, along with insight into effective strategies in managing the complex legal, political, and regulatory landscape in which Tidewater operates
			Risk Management			Valuable to the Board’s ability to effectively oversee, anticipate, identify, and support management’s mitigation of the most significant risks facing the Company

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

		Risk Oversight Highlight: Cybersecurity
		Our business requires the use of information technology (IT) and operational technology (OT) resources, including those to carry out our day-to-day operational activities both onshore and offshore, to maintain our business records and to proactively monitor internal and external cybersecurity threats. To respond to cybersecurity risks and threats, we have developed a cybersecurity risk management program designed to identify, assess, manage and respond to cybersecurity incidents while also preserving the confidentiality, integrity and continued availability of our information and assets. The underlying controls of our cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the International Organization for Standardization (ISO) 27001 Information Security Management System Requirements.
		We have a Security Operations Center operating in multiple regions that provides daily monitoring of our global cybersecurity environment and coordinates real-time investigation and remediation of alerts. Identifying and assessing cybersecurity risks related to our business, operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT audits, IT/OT security, governance, risk and compliance reviews. To deter, detect and respond to cybersecurity incidents, we conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and consultants, and conduct tabletop exercises to simulate responses to cybersecurity incidents. We also conduct and require our workforce to complete ongoing cybersecurity awareness education and training. Our team of cybersecurity professionals then collaborate with technical and business stakeholders across our business units to further analyze the risk to the company, and form detection, mitigation and remediation strategies.
		We have implemented incident response and breach management processes, including (i) preparation for a cybersecurity incident, (ii) detection and analysis of a security incident; (iii) containment, remediation and recovery from an incident; and (iv) post-incident analysis. Such cybersecurity incident responses are overseen by leaders from our IT, compliance and legal teams as further described under “Cybersecurity Governance” below, and elevated to other senior leaders, third party providers and the Audit Committee of the Board as appropriate and in accordance with our response plan and procedures.
		We engage third party security experts for assessments, penetration tests and program enhancements, including vulnerability assessments, security framework maturity assessments and identification of areas for continued focus and improvement. We use the findings of these exercises to improve our practices, procedures, and technologies. We engage third party security experts to support our cybersecurity threat and incident response management and maintain cybersecurity risk insurance coverage. Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data.
		The Audit Committee oversees our cybersecurity risk management program and meets on a quarterly basis with our Chief Information Officer (CIO) to review our cybersecurity programs and risks, including (as applicable) assessments and program maturity; evolving cyber risks; status on addressing and/or mitigating cyber risks; any recent cybersecurity or data privacy incidents at the Company and across the industry; and status on any key cybersecurity initiatives. These cybersecurity risks and programs are further reviewed and considered by the Board in connection with the Company’s overarching enterprise risk program.
		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, our Chairman and a member of the Audit Committee, also completed the Harvard University course “Cybersecurity: The Intersection of Policy and Technology” in 2020 and completed Stanford University and Harvard University coursework on artificial intelligence on 2025.

		Risk Oversight Highlight: Compensation
		Consistent with SEC disclosure requirements, the C&HC Committee performs an annual risk assessment of Tidewater’s compensation programs. Management has identified the elements of our compensation programs that could incentivize management to take risks and has reported to the C&HC Committee its assessment of those risks and mitigating factors particular to each risk. The C&HC 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 extensive executive compensation recovery policy (“clawback”) and significant 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.

		Risk Oversight Highlight: Safety & Sustainability
		The Board with the assistance of its S&S Committee oversees environmental, health, safety and sustainability matters as an integral part of its oversight of Tidewater’s strategy and enterprise risks. These matters are critical to the Company’s strategic plans and, accordingly, are incorporated into regular Board and the S&S Committee meetings as well as the Board’s in-depth strategic review sessions. In addition, the Board’s structure is designed to provide the Board and its Committees with the appropriate oversight of relevant sustainability matters. For example, the S&S Committee reviews and monitors climate-related public policy trends and related regulatory matters and oversees Tidewater’s external reporting on sustainability matters, including climate-related risks and opportunities.

Name of Director	Fees Earned or Paid in Cash ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Current Directors
Darron M. Anderson		125,000		124,944		12,533		262,477
Melissa L. Cougle		145,000		124,944		12,613		282,557
Dick F. Fagerstal		225,000		124,944		—		349,944
Louis A. Raspino		140,000		124,944		12,713		277,657
Robert E. Robotti(1)		124,887		124,944		6,804		256,635
Kenneth H. Traub		136,250		124,944		10,638		271,832
Lois K. Zabrocky		135,000		124,944		7,111		267,055

Fee Type
Annual cash retainer	$	125,000
Annual equity-based retainer	$	125,000
Additional cash retainer for Chairman of the Board	$	100,000
Additional cash retainer for Lead Independent Director (if any)		N/A
Additional cash retainer for Audit Committee Chair	$	20,000
Additional cash retainer for Compensation & Human Capital Committee Chair	$	15,000
Additional cash retainer for Nominating & Corporate Governance Committee Chair	$	12,500
Additional cash retainer for Safety & Sustainability Committee Chair	$	10,000

Executive Officer	Age	Position
David E. Darling	70	Mr. Darling has served as our Executive Vice President and Chief Operating Officer since March 2021, bringing with him over 30 years of operations and human resources experience in the OSV industry. Prior to his appointment, he served as our Vice President—Chief Human Resources Officer since joining Tidewater in March 2018. From 2007 to March 2018, he served as Senior Vice President, Human Resources for GulfMark Offshore Inc. (formerly NYSE: GLF), a company providing marine transportation services to the energy industry through a fleet of offshore support vessels, which was acquired by Tidewater in November 2018. Prior to GulfMark, he served in executive human resources roles with Rigdon Marine Corp., a privately held company providing offshore vessel services in the Gulf of Mexico, which was acquired by GulfMark in 2008, and Automobile Protection Corporation, a provider and administrator of extended vehicle service contracts and warranties. Mr. Darling started his career in 1983 with Tidewater, first holding offshore positions as a Vessel Master and Operations Manager, then holding positions with increasing responsibilities in our human resources and operations departments through 1996. Mr. Darling has a Bachelor of Science in Human Resources Management from Brenau University and a Master of Science in Human Resources Management and Labor Relations from the New York Institute of Technology.
Daniel A. Hudson	53	Mr. Hudson has served as our Executive Vice President, General Counsel & Corporate Secretary since March 2021. He joined Tidewater in 2006, having previously worked in healthcare administration. From 2007 to 2012, he served as a Staff Attorney in Tidewater’s New Orleans office. In 2012, Mr. Hudson was promoted to Regional Counsel, based internationally to provide legal support for many of the company’s global locations. He was promoted to Managing Counsel in 2015 and to Assistant General Counsel in 2017. Mr. Hudson returned from living overseas to the Houston office in 2018 and was promoted to VP, General Counsel & Corporate Secretary in September 2019. Mr. Hudson attended the University of St. Thomas in Houston, received his Juris Doctorate from Loyola University New Orleans College of Law, and has completed the Leading Operational Excellence program at MIT Sloan School of Management.

Executive Officer	Age	Position
Piers D. Middleton	52	Mr. Middleton has served as Executive Vice President and Chief Commercial Officer since June 2024, bringing over 27 years of international experience in the OSV sector. From June 2023 until his appointment, he served as our Senior Vice President and Chief Commercial Officer, and from September 2020 until June 2023, he served as our Vice President, Sales and Marketing. Prior to joining Tidewater, Mr. Middleton was a Managing Director at Clarksons PLC (London: CKN), a global company providing various services in the maritime industry, including brokering, finance, port services and research, where he founded and lead the global Offshore & Newbuilding Divisions for over 19 years. He began his career in 1996 with Derrick Offshore Ltd., which was a leading international shipbroker specializing in the offshore energy and subsea cable industries that merged with Pareto JGO Shipbrokers in 2014. Mr. Middleton has a Bachelor of Arts with Honors in Ancient History and Classical Archaeology from the University of Warwick in the UK, completed the Corporate Governance Program at UCLA in 2024 and graduated from the Executive Program at UCLA in February 2025.
Samuel R. Rubio	65	Mr. Rubio has served as our Executive Vice President and Chief Financial Officer since March 2021, bringing over 30 years of experience in accounting at both operating division and corporate levels as well as the management of accounting organizations. Prior to his appointment, he served as our Vice President, Chief Accounting Officer and Controller since December 2018. From April 2018 until joining Tidewater, Mr. Rubio held the position of Senior Vice President—Chief Financial Officer for GulfMark Offshore Inc. (formerly NYSE: GLF), a company providing marine transportation services to the energy industry through a fleet of offshore support vessels, which was acquired by Tidewater in November 2018. He first joined GulfMark in 2005 as Assistant Controller, was promoted to Controller in 2007, promoted to Vice President, Controller and Chief Accounting Officer in December 2008 and then promoted to Senior Vice President, Controller and Chief Accounting Officer in January 2012. Mr. Rubio has a Bachelor of Business Administration from Sul Ross State University and is a Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants.

		What We Do
					Pay for Performance. A substantial portion of NEO compensation is performance- based. The C&HC Committee annually reviews the metrics underlying the long-term equity incentive 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 C&HC Committee has established target and maximum awards under our STI and LTI Programs.
					Clawback in the Event of Restatement. The C&HC Committee has adopted a clawback policy consistent with the requirements of new Exchange Act Rule 10D-1 and NYSE listing standards giving it authority to clawback compensation in certain situations involving financial restatements.
					Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The C&HC 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 Requirements. Our CEO is required to own an amount of Tidewater shares valued at five times (5x) his annual salary; our EVPs must own at least three times (3x) their annual salaries; and all other corporate officers must own at least two times (2x) their annual salaries.
					Limited Executive Perquisites. We offer our NEOs very few perquisites not generally available to all employees.
					Independent Consultant. The C&HC Committee has its own independent executive compensation consultant. The consultant reports directly to the 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 company 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 do not discount, reload or reprice stock options without shareholder approval.

	Pay Component	Results for 2024	Considerations
Fixed	Base Salary	Base salaries of NEOs were adjusted as follows: CEO increase of 0%; Two other NEOs base salaries were increased to align with market	Increased base salaries to be closer to market median, to recognize the company’s continued growth and to recognize expanding individual responsibilities
Incentive-Based	Short-Term Incentive (“STI”) Program	STI target for all NEOs retained at the same levels (as a percentage of base salary) For each NEO, STI award payouts based on pre-approved 2024 company performance metrics were paid at 82% of target	Incentivizes NEOs to achieve short-term performance goals
Incentive-Based	Long-Term Incentive (“LTI”) Award	In March 2024, 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 to $1,250,000 target, award mix 50% time-based RSUs and 50% performance-based RSUs	Awarded LTI to further increase shareholder alignment, with a significant performance-based component that includes both relative and absolute stock price performance; Total LTI granted to each NEO is based on the Company’s closing stock price on the grant date then split 50% time-based and 50% performance-based



PEER GROUP
Bristow Group Inc.	Expro Group	Oceaneering International
Core Lab	Forum Energy Technologies	Oil States International
Diamond Offshore(1)	Helix Energy Solutions Group	SEACOR Marine Holdings
DMC Global	International Seaways	TETRA Technologies
Dorian LPG	Newpark Resources(1)	Valaris Limited
Dril-Quip(1)	Noble Corp.(1)

Named Executive	2023 Base Salary ($)		2024 Base Salary ($)		Percent Change (%)
Quintin V. Kneen		750,000		750,000		0%
Samuel R. Rubio		400,000		400,000		0%
David E. Darling		450,000		450,000		0%
Daniel A. Hudson		315,000		335,000		6.3%
Piers D. Middleton		350,000		415,000		18.6%

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 to help lower overall net debt levels
Operational Efficiency	20%	• Managing forecasting, dry dock costs, and days down for repair (DFR) • Implementing maintenance software modules on our vessels • Readiness for applicable climate-related disclosure requirements	• Efficiency in the management and forecasting of G&A, professional, dry dock and down for repair costs, to remain competitive, meet customer needs and improve operational forecasting • Digitize and improve transparency and compliance of required or needed maintenance through software • Ensure ability to comply with growing regional and global climate-related regulatory and disclosure requirements
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 workforce, and gives us a competitive advantage in retaining existing business and when bidding for new work • A strong safety record helps us to minimize our insurance and loss costs and the overall cost of doing business
Individual Performance	20%	• Committee’s subjective assessment of individual executive performance during the period	• Allows for more direct recognition of individual contributions

Named Executive	Target Award as % of Salary (%)
Quintin V. Kneen		110%
Samuel R. Rubio		100%
David E. Darling		100%
Daniel A. Hudson		100%
Piers D. Middleton		100%

		Performance Metrics			Actual Performance	Percent of Target Earned	Times Weight	Equals Weighted Payout
		Threshold	Target	Maximum	Actual Performance	Percent of Target Earned	Times Weight	Equals Weighted Payout
Free Cash Flow(a)		$271.0 M	$387.0 M	$450.0 M	$344.0 M	72%	50%	36.0%
Operational Efficiency	Scheduled Dry Docks	—	$127.0 M	—	$133.2 M	0%	4%	12.0%
	Forecasting	—	Meet / Exceed	—	Not meet	0%	4%
	DFR Days		<=3,378	—	2,743	100%	4%
	Maintenance Module 75%	—	160 Vessels	—	175 Vessels	100%	4%
	Climate Readiness	—	By 12/31/2024	—	Completed	100%	4%
Safety		—	0.11 LTIF 0.62 TRCF	—	0.11 LTIF 0.62 TRCF	100%	10%	10.0%
Individual Performance(b)		—	—	—	—	120%	20%	24.0%
Calculated Percent of Target Earned								82.0%

Named Executive	Base Salary(1) ($)			x	Target Award as % of Salary (%)		x	Corporate Payout Factor (%)		=	Actual Award ($)
Quintin V. Kneen		$	750,000			110%			82.0%			$	676,500
Samuel R. Rubio		$	400,000			100%			82.0%			$	328,000
David E. Darling		$	450,000			100%			82.0%			$	369,000
Daniel A. Hudson		$	330,000			100%			82.0%			$	270,600
Piers D. Middleton		$	398,750			100%			82.0%			$	326,975

Named Executive	2024 Target Grant Value			Time-Vesting RSUs(1)		Performance-Vesting RSUs(2)
Quintin V. Kneen		$	3,500,000		19,477		19,476
Samuel R. Rubio		$	1,000,000		5,565		5,564
David E. Darling		$	1,250,000		6,956		6,956
Daniel A. Hudson		$	850,000		4,730		4,730
Piers D. Middleton(3)		$	500,000		2,782		2,782

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%

	2024 PRSU Peers
	• Bristow Group • Core Laboratories • International Seaways • Noble Corp • Dorian LPG • Dril-Quip • Forum Energy Technologies • Diamond Offshore			• Expro Group • Helix Energy Solutions • Newpark Resources • Oceaneering International • Oil States International • SEACOR Marine Holdings • TETRA Technologies • DMC Global • Valaris Limited

Name and Principal Position(1)	Fiscal Year		Salary ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation(4) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($)		All Other Compensation(6) ($)		Total ($)
Quintin V. Kneen President, Chief Executive Officer, and Director		2024		750,000		—		4,431,854		—		676,500		—		11,737		5,870,091
		2023		712,500		—		4,213,910		—		—		—		33,262		4,959,672
		2022		575,000		—		4,388,939		—		563,500		—		16,599		5,544,038
Samuel R. Rubio Executive Vice President, Chief Financial Officer, and Chief Accounting Officer		2024		400,000		—		1,266,178		—		328,000		—		12,541		2,006,719
		2023		387,500		350,000		1,101,975		—		—		—		12,120		1,851,595
		2022		337,500		—		957,944		—		330,750		—		10,425		1,636,619
David E. Darling Executive Vice President and Chief Operating Officer		2024		450,000		—		1,582,838		—		369,000		511		12,641		2,414,990
		2023		431,250		375,000		1,101,975		—		—		—		12,120		1,920,345
		2022		356,250		—		957,944		—		349,125		—		10,425		1,673,744
Daniel A. Hudson Executive Vice President, General Counsel, and Secretary		2024		330,000		—		1,076,312		—		270,600		—		11,499		1,688,411
		2023		315,000		315,000		936,656		—		—		—		11,276		1,577,932
		2022		311,250		—		957,944		—		305,025		—		9,431		1,583,650
Piers D. Middleton Executive Vice President and Chief Commercial Officer		2024		398,750		—		1,335,144		—		326,975		—		21,838		2,082,707

	Valuation Assumptions
	2022			2023			2024
Expected Price Volatility			65.3%			60.7%			50.8%
Expected Dividend Yield			—			—			—
Risk Free Interest Rate			1.84%			3.98%			4.36%
Fair Value per TSR PRSU		$	28.41		$	56.05		$	137.70

Officer	Maximum PRSU at Grant Date Value 2022			Maximum PRSU at Grant Date Value 2023			Maximum PRSU at Grant Date Value 2024
Kneen		$	3,500,020		$	3,500,016		$	3,499,836
Rubio		$	424,993		$	500,014		$	999,851
Darling		$	424,993		$	500,014		$	1,249,993
Hudson		$	424,993		$	424,932		$	849,981
Middleton			—			—		$	499,925

Name	Parking			Matching Contributions to 401(k) Plan			Gym Fees			Spouse Travel			Total
Kneen		$	1,071		$	9,938			—		$	728		$	11,737
Rubio		$	1,071		$	10,250		$	1,220			—		$	12,541
Darling		$	1,071		$	10,350		$	1,220			—		$	12,641
Hudson		$	1,071		$	9,208		$	1,220			—		$	11,499
Middleton			—		$	10,350			—		$	11,488		$	21,838

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				$	103,125		$	825,000		$	1,237,500
		3/21/24										TSR PRSU		9,738		19,476		38,952				$	2,681,845
		3/21/24										3YR RSU								19,477		$	1,750,008
Samuel R. Rubio				$	50,000		$	400,000		$	600,000
		3/21/24										TSR PRSU		2,782		5,564		11,128				$	766,163
		3/21/24										3YR RSU								5,565		$	500,015
David E. Darling				$	56,250		$	450,000		$	675,000
		3/21/24										TSR PRSU		3,478		6,956		13,912				$	957,841
		3/21/24										3YR RSU								6,956		$	624,997
Daniel A. Hudson				$	41,250		$	330,000		$	495,000
		3/21/24										TSR PRSU		2,365		4,730		9,460				$	651,321
		3/21/24										3YR RSU								4,730		$	424,991
Piers D. Middleton				$	49,884		$	398,750		$	598,125
		1/2/24										2YR RSU								10,000		$	702,100
		3/21/24										TSR PRSU		1,391		2,782		5,564				$	383,081
		3/21/24										3YR RSU								2,782		$	249,963

	Stock Awards
	Unvested Equity Incentive Plan Awards					Unvested Stock Awards
	Number of Shares or Units(1) (#)		Market Value(2) ($)			Number of Shares or Units (#)		Market Value(2) ($)
Name / Award / Grant Date	Number of Shares or Units(1) (#)		Market Value(2) ($)			Number of Shares or Units (#)		Market Value(2) ($)
Quintin V. Kneen
RSU 03/10/2022(3)							30,963		$	1,693,986
RSU 03/16/2023(4)							29,306		$	1,603,331
RSU 03/21/2024(5)							19,477		$	1,065,587
PRSU 03/16/2023(6)		76,928		$	4,208,731
PRSU 03/21/2024(6)		19,476		$	1,065,532
Samuel R. Rubio
RSU 03/10/2022(3)							11,280		$	617,129
RSU 03/16/2023(4)							12,560		$	687,158
RSU 03/21/2024(5)							5,565		$	304,461
PRSU 03/16/2023(6)		10,940		$	601,263
PRSU 03/21/2024(6)		5,564		$	304,406
David E. Darling
RSU 03/10/2022(3)							11,280		$	617,129
RSU 03/22/2023(4)							12,560		$	687,158
RSU 03/21/2024(5)							6,956		$	380,563
PRSU 03/16/2023		10,990		$	601,263
PRSU 03/21/2024		6,956		$	380,563
Daniel A. Hudson
RSU 03/10/2022(3)							11,280		$	617,129
RSU 03/16/2023(4)							10,676		$	584,084
RSU 03/21/2024(5)							4,730		$	258,778
PRSU 03/16/2023		9,339		$	510,937
PRSU 03/21/2024		4,730		$	258,778
Piers D. Middleton
RSU 03/10/2022(3)							4,778		$	261,404
RSU 03/16/2023(4)							7,536		$	412,295
RSU 01/02/2024(6)							10,000		$	547,100
RSU 03/21/2024(5)							2,782		$	152,203
PRSU 03/21/2024		2,782		$	152,203

	Option Awards					Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)
Quintin V. Kneen(1)		603,756		$	47,328,036		260,087		$	16,624,783
Samuel R. Rubio							59,697		$	4,502,721
David E. Darling							59,697		$	4,502,721
Daniel A. Hudson							58,756		$	4,417,212
Piers D. Middleton							14,765		$	1,296,696