Independent
Tenure on this board
4.4 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory approval of named executive officer compensation (say-on-pay); approval to amend the 2021 Stock Incentive Plan to add 2,250,000 shares; and ratification of PricewaterhouseCoopers as independent auditors.
Elect seven nominated directors to serve one-year terms until the next annual meeting or their successors are elected or appointed.
Non-binding, advisory vote to approve the compensation of Tidewater’s named executive officers as disclosed in the proxy statement (say-on-pay).
This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to Tidewater’s named executive officers as disclosed in the proxy statement. Management and the Compensation & Human Capital Committee present the program as pay-for-performance: a large majority of CEO and NEO target compensation is “at-risk” tied to short-term free cash flow and other operational metrics and long-term performance-based restricted stock units tied to relative and absolute total shareholder return. The filing summarizes 2025 outcomes (strong free cash flow, refinancing, shareholder returns, and operational safety metrics) and notes that pay decisions for 2025 included increasing the CEO’s STI target and maintaining a 50/50 mix of time-based and performance-based long-term incentives, reflecting market alignment. The Board’s recommendation to vote for the proposal is supported by the Committee’s finding that the program motivates strategic objectives, promotes retention, and aligns executives with long-term shareholder interests, and by the fact that prior say-on-pay support was high. While the vote is advisory, the Committee states it will review results and engage with shareholders about concerns and potential program changes. Key governance features cited include stock ownership guidelines, clawback policy, limits on repricing, independent compensation consultant support, and an annual risk review to mitigate incentive-related excessive risk-taking. For an analyst, the salient considerations are the strong recent financial and cash generation performance underlying payouts, the use of relative TSR in long-term awards with absolute TSR caps, robust severance/change-in-control protections (without single-trigger acceleration), and the company’s disclosure of the peer group and compensation-setting process. The proposal’s outcome informs shareholder sentiment toward executive pay alignment and will shape future compensation design and shareholder engagement.
Approve an amendment to increase the share reserve under the Amended and Restated 2021 Stock Incentive Plan by 2,250,000 shares to replenish the equity pool used for grants to employees and directors.
This management proposal requests shareholder approval to increase the share reserve under Tidewater’s Amended and Restated 2021 Stock Incentive Plan by 2,250,000 shares (from the initial reserve to a total of 4,750,000 shares upon approval). Management frames the request as necessary to preserve the company’s ability to attract, retain and motivate executives, employees and non-employee directors through equity awards and bases the requested amount on an independent consultant’s review of historical burn rate, outstanding grant run-rate, and anticipated future grant needs. The filing discloses a modest three-year average share usage (approximately 0.63% of weighted average shares outstanding), governance controls within the plan (no recycling of shares tendered for exercise or tax withholding, limits on individual and director grants, prohibition on repricing without shareholder approval, minimum one-year vesting except for death or disability, and clawback provisions) and a fixed (non-evergreen) share pool. The Board also highlights “best practice” provisions such as limits on grants to individuals, no single-trigger acceleration, and shareholder approval requirements for any material changes; these features are presented to mitigate shareholder dilution and governance risk. For an analyst, relevant considerations include the current available shares (presented in the filing with recent grants and requests), the company’s historical grant practices (50/50 time/ performance mix for LTIs), and the link of equity awards to performance metrics (relative TSR with absolute TSR caps). The justification emphasizes the planned uses of equity for retention, new hires, and long-term incentives that align management with shareholder returns, while the independent consultant input and explicit burn-rate disclosure provide transparency on the sizing rationale. Risk factors for shareholders include potential dilution from additional shares and whether future grants will be prudently structured and disclosed; mitigants include plan limits, governance provisions, and the Board’s unilateral recommendation to vote for the amendment. The Committee commits to seeking shareholder approval for the amendment in compliance with NYSE rules and explains that if approval is not obtained the company will exhaust the current reserve and cease grants under the plan.
Ratify PricewaterhouseCoopers LLP as Tidewater’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.3% | 5,113,318 | $427M |
| 2 | Neuberger Berman Group LLC | 6.6% | 3,271,371 | $273M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.3% | 3,140,658 | $262M |
| 4 | ROBOTTI ROBERT | 5.5% | 2,715,248 | $227M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 2,626,645 | $219M |
| 6 | STATE STREET CORP | 3.9% | 1,948,425 | $163M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,942,871 | $162M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 1,721,043 | $144M |
| 9 | UBS Group AG | 3.0% | 1,502,044 | $125M |
| 10 | BlackRock, Inc. | 2.9% | 1,440,354 | $120M |
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