DEF 14A of Tidewater Inc, Apr 26, 2024

DEF 14A of Tidewater Inc

Filed Apr 26, 2024 · FY20230001104659-24-053079

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights

  2. Director Nominee Highlights

    | Name and Principal Occupation | | Age | Director Since | Board Committees | | | | | | | | | AC | C&HC | N&GC | S&SC | | | Darron M. Anderson President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. | 55 | 2020 | | | | | | | Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc. | 47 | 2022 | | | | | | | Dick H. Fagerstal Retired Executive Chairman of Global Marine Group | 63 | 2017 | | | | | | | Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc. | 58 | 2019 | | | | | | | Louis A. Raspino Retired Chairman of Clarion Offshore Partners | 71 | 2018 | | | | | | | Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC | 70 | 2021 | | | | | | | Kenneth H. Traub Managing Partner of Delta Value Group, LLC | 62 | 2018 | | | | | | | Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc. | 54 | 2020 | | | | |

  3. Director Nominee Highlights

    | AC | Audit Committee | C&HC | Compensation & Human Capital Committee | | N&GC | Nominating & Corporate Governance Committee | S&SC | Safety & Sustainability Committee | | | Member | | Chair |

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS 2024 Director Nominations. In analyzing director nominations, the Nominating & Corporate Governance Committee strives (i) to recommend candidates for director positions who will create a collective membership on the Board with varied experience and perspective; and (ii) to maintain a Board that reflects diversity, including but not limited to gender, ethnicity, background, and experience. Candidates should also demonstrate leadership, comprehend the role of a public company director, and exemplify relevant expertise, experience, and a substantive understanding of domestic and international considerations. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively given our business and structure, the Nominating & Corporate Governance Committee and the Board assess the information summarized in each of the directors’ individual biographies set forth in this Proxy Statement as well as the director skills matrix. Based upon the recommendation of the Nominating & Corporate Governance Committee, our Board of Directors has nominated the following eight directors for election at the 2024 Annual Meeting to hold office until the next annual meeting and the election or appointment of their successors: Darron M. Anderson, Melissa L. Cougle, Dick H. Fagerstal, Quintin V. Kneen, Louis V. Raspino, Robert E. Robotti, Kenneth H. Traub, and Lois K. Zabrocky. All nominees are currently directors and were elected at the 2023 Annual Meeting. We intend to vote the proxies received in response to this solicitation “FOR” the election of each nominee. If, contrary to our present expectations, any nominee cannot or will not serve, we intend to vote the proxies “FOR” the election of the other nominees and proxies may be voted for any substitute nominee of our Board. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. Our Board has no information or reason to believe that any nominee will not be a candidate at the time of the 2024 Annual Meeting or, if elected, will be unable or unwilling to serve as a director. In no event will the proxies be voted for more than eight nominees. Majority Voting. Our directors are elected by majority vote of votes cast except in the event of a contested election, in which case a plurality standard will apply. Any director who stands for re-election in an uncontested election and who receives a greater number of “AGAINST” votes than “FOR” votes must tender their resignation to the Board. The Nominating & Corporate Governance Committee of the Board is required to promptly consider and recommend to our Board whether to accept the tendered resignation. Our Board will then act on the committee’s recommendation and disclose its decision and rationale within 90 days from the certification of the election results. We would then promptly and publicly disclose the Board’s findings and final decision in a current report on Form 8-K filed with the SEC. A copy of our Corporate Governance Guidelines, which includes our majority voting policy in the event of an uncontested election, may be obtained as described under “Corporate Governance—Availability of Corporate Governance Materials.” Abstentions and broker non-votes will have no effect on this proposal.

  5. Director Criteria, Qualifications, Experience and Tenure

    Director Criteria, Qualifications, Experience and Tenure

  6. Summary of Director Nominee Core Competencies and Composition

    Summary of Director Nominee Core Competencies and Composition The following chart summarizes the competencies that the Board considers valuable to effective oversight of Tidewater and illustrates how our Board’s director nominees individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill or experience, as we look to each director to be knowledgeable in these areas; rather, the indicator represents that the item is a core competency or material experience that contributed to the director’s nomination to the Board.

  7. Summary of Director Nominee Core Competencies and Composition

    | | | Darron M. Anderson | Melissa L. Cougle | Dick H. Fagerstal | Quintin V. Kneen | Louis A. Raspino | Robert E. Robotti | Kenneth H. Traub | Lois K. Zabrocky | Total | | | Industry | | | | | | | | | 7/8 | | | Executive Leadership | | | | | | | | | 8/8 | | | Accounting / Financial Reporting | | | | | | | | | 8/8 | | | Finance / Capital Markets | | | | | | | | | 8/8 | | | Global Enterprise | | | | | | | | | 7/8 | | | Technology and Cybersecurity | | | | | | | | | 6/8 | | | Human Capital Management | | | | | | | | | 6/8 | | | Environmental, Health, Safety and Sustainability | | | | | | | | | 6/8 | | | Public Company Governance | | | | | | | | | 8/8 | | | Legal, Regulatory and Governmental Relations | | | | | | | | | 5/8 | | | Risk Management | | | | | | | | | 8/8 |

  8. Summary of Director Nominee Core Competencies and Composition

    | Independence | Age | Tenure | Diversity | | The Board has affirmatively determined that each director nominee, other than Mr. Kneen, is independent, making 88% of the Board independent. | The average age of the directors serving on our Board is 60 years. | The average tenure of director service on our Board is 4.7 years, which we believe reflects a balance of Company experience and new perspectives. | The Board recognizes the importance of having a diverse and broadly inclusive membership, with 38% of its members being diverse by gender or race/ethnicity. | | 88% independent | | | |

  9. Summary of Director Nominee Core Competencies and Composition

    A biography of each director nominee is set forth below. Each director nominee’s biography contains information regarding that person’s service as a director, business experience, other public company directorships held currently or at any time during the last five years, and the nominee’s experiences, qualifications, attributes, or skills that led the Nominating & Corporate Governance Committee and our Board to determine that he or she should serve as a director for Tidewater. The information in each biography is presented as of April 25, 2024.

  10. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

  11. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Darron M. Anderson |

  12. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director Houston, Texas Age: 55 Director Since: September 2020 Tidewater Committees: Audit Nominating & Corporate Governance Other Current Public Boards: None | Background Mr. Anderson has served on the Company’s Board of Directors since September 2020. Mr. Anderson currently serves as President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. From March 2017 until July 2021, he served as President, Chief Executive Officer and as a Director of Ranger Energy Services, LLC (NYSE: “RNGR”), where he was responsible for successfully implementing and executing the company’s IPO on the NYSE in August 2017, as well as consolidating four entities to form the current Ranger Energy Services, known today as a market-leading well services company and Permian Basin wireline completion business. 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 25 years building successful service organizations focused on land and offshore drilling, completion and production operations. Mr. Anderson holds a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin. Relevant Skills and Expertise Mr. Anderson brings to our Board extensive leadership experience in the energy industry, particularly in offshore and on land drilling, with an entrepreneurial spirit and mindset. He also provides significant accounting and capital market skills, assisting the Board with its responsibilities overseeing Tidewater’s financial reporting, mergers and acquisitions, and capital allocation. |

  13. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Melissa L. Cougle |

  14. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director Houston, Texas Age: 47 Director Since: January 2022 Tidewater Committees: Audit (Chair) Safety & Sustainability Other Current Public Boards: None | Background Ms. Cougle has served on the Company’s Board of Directors since January 2022, and as Chair of the Audit Committee since June 2023. Ms. Cougle currently serves as the Chief Financial Officer of Ranger Energy Services, Inc. (NYSE: “RNGR”), an oil and gas service provider. Prior to her current position, Ms. Cougle served as the Senior Vice President and Chief Financial Officer of Frank’s International N.V., a global oilfield services company specializing in well construction services from May 2019 to November 2021, leading its strategic efforts and the finance and technology organizations through the completion of its merger with Expro Group (NYSE: “XPRO”). Prior to Frank’s International, Ms. Cougle served as the Chief Financial Officer of National Energy Services Reunited (NASDAQ: “NESR”), an oilfield services provider with operations focused in the Middle East and North Africa, where she led the company through its first year as a public entity. Prior to her experience as a CFO, Ms. Cougle worked for 13 years at Ensco plc, a global offshore drilling contractor, and its legacy company, Pride International Inc., holding positions of increasing responsibility throughout her tenure across the finance, accounting and information technology groups. Prior to her departure, she served as Vice President and Treasurer and Vice President of Integration. Ms. Cougle also serves on the Advisory Board of the Energy Workforce and Technology Council representing companies in the energy services sector where she serves as Board Liaison for matters concerning ESG with a particular focus on diversity and inclusion. Ms. Cougle began her career in the consulting and assurance practice of Arthur Andersen LLP serving multiple clients in various industries with a focus on industrials and energy. Her consulting group later became the founding employees of the Protiviti, a management consulting firm. Ms. Cougle earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed CPA in the State of Texas. Relevant Skills and Expertise Ms. Cougle brings to our Board both executive and financial proficiency, including managing companies with significant oilfield operations, as well as prior experience in mergers and acquisitions. Her expertise contributes to our Board’s effectiveness in dealing with ongoing technological, financial, operational, and ESG matters. |

  15. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Dick H. Fagerstal |

  16. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Chairman of the Board New Canaan, Connecticut Age: 63 Director Since: July 2017 Tidewater Committees: Audit Nominating & Corporate Governance Safety & Sustainability Other Current Public Boards: Valaris Limited | Background Mr. Fagerstal has served on the Company’s Board of Directors since July 2017 and as Chairman of the Board since June 2023. Mr. Fagerstal previously served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a subsea cable installation and maintenance business operating globally in the telecoms, offshore renewables, and oil and gas sectors, from February 2020 to March 2023. From 2014 to 2020, Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, which was the prior owner of the business. Since April 2021, Mr. Fagerstal has served as an independent director on the Board of Valaris Limited (NYSE: “VAL”), an offshore drilling service company with headquarters in Bermuda, where he also serves as Chair of the Audit Committee and as a member of the Safety & Sustainability Committee. He also 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, Chief Financial Officer, and Director of Chiles Offshore Inc. (AMEX: “COD”) from 1997 to 2002. From 1986 to 1997, Mr. Fagerstal served as a senior banker at DNB ASA in New York with a focus on the maritime and energy services industries. 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 and Law 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 Tidewater. |

  17. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Quintin V. Kneen |

  18. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | President & Chief Executive Officer Houston, Texas Age: 58 Director Since: September 2019 Tidewater Committees: None Other Current Public Boards: None | Background Mr. Kneen was appointed President, CEO and Director of Tidewater in September 2019. From November 2018 until his appointment, he served as Executive Vice President and Chief Financial Officer at Tidewater, following its acquisition of GulfMark Offshore Inc., 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. 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 from June 2003 until June 2008. 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 he is a Certified Public Accountant and a Chartered Financial Analyst. Relevant Skills and Expertise 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. |

  19. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Louis A. Raspino |

  20. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director Houston, Texas Age: 71 Director Since: November 2018 Tidewater Committees: Audit Compensation & Human Capital (Chair) Other Current Public Boards: Forum Energy Technologies | Background Mr. Raspino has served on the Company’s Board of Directors since November 2018 and currently serves as the Chair of the Compensation & Human Capital Committee. Mr. Raspino’s career has spanned over 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 an independent 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 with Tidewater in November 2018. Relevant Skills and Expertise 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. |

  21. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Robert E. Robotti |

  22. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director New York, New York Age: 70 Director Since: June 2021 Tidewater Committees: Compensation & Human Capital Safety & Sustainability Other Current Public Boards: AMREP Corporation Pulse Seismic Inc. Former Public Boards During Past Five Years: PHX Minerals Inc. PrairieSky | Background Mr. Robotti has served on the Company’s Board of Directors since June 2021. Mr. Robotti has been the president of Robotti & Company Advisors, LLC (a registered investment advisor) and Robotti Securities, LLC, formerly known as Robotti & Company, LLC (a registered broker-dealer), and their predecessors, since 1983. He has been the Managing Director (and previously, managing member) of Ravenswood Management Company, LLC (and its predecessor) since 1980, which serves as the general partner of The Ravenswood Investment Company, L.P. and Ravenswood Investments III, L.P. Mr. Robotti served as a portfolio manager of Robotti Global Fund, LLC, a global equity fund, from 2007 to March 2015. Since December 2007, he has served as a director and currently serves as Chairman of the Board of Pulse Seismic Inc. (TSX: “PSX”), the leading seismic library data provider to the western Canadian energy sector; and since September 2016, he has served on the Board of Directors of AMREP Corporation (NYSE: “AXR”), a real estate business focused in New Mexico. From October 2019 through April 2023, Mr. Robotti served on the Board of PrairieSky (TSX: “PSK”), which acquires and manages petroleum and natural gas royalty properties in Canada; from 2004 to May 2020, he was a director of PHX Minerals Inc. (NYSE: “PHX”), formerly known as Panhandle Oil & Gas Inc., and Panhandle Royalty Company, a diversified minerals company; and from 2012 until just prior to the completion of its merger with Stock Building Supply Holdings, Inc. on December 1, 2015, he was a director of BMC Building Materials Holding Corporation, a construction supply company. In addition, Mr. Robotti serves on the boards of many non-profit organizations where he generously donates his time and expertise. Mr. Robotti was a member of the SEC’s Advisory Committee on Smaller Public Companies from 2005 to 2006, which was established to examine the impact of Sarbanes-Oxley, as well as other aspects of federal securities law, and also served on its corporate governance subcommittee. He worked in public accounting before coming to Wall Street and is currently an inactive CPA. Mr. Robotti holds a B.S. from Bucknell University and an M.B.A. in Accounting from Pace University. Relevant Skills and Expertise Mr. Robotti’s extensive experience in the investment business as the owner of a registered broker-dealer and a registered investment advisor, as a portfolio manager and as a director of public companies engaged in the energy business, as well as other industries, makes him a valuable asset to our Board. |

  23. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Kenneth H. Traub |

  24. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director Boca Raton, Florida Age: 62 Director Since: November 2018 Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance (Chair) Other Current Public Boards: American Rare Earths Edgio, Inc. Former Public Boards During Past Five Years: Athersys, Inc. DSP Group, Inc. Immersion Corporation Intermolecular, Inc. | Background Mr. Traub has served on the Company’s Board of Directors since November 2018 and currently serves as the Chair of the Nominating & Corporate Governance Committee. 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. 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 currently serves on the board of American Rare Earths (ASX: “ARR”), a leading U.S. based supplier of rare earth elements, and serves as Chairman of the Board of Edgio, Inc. (NASDAQ: “EGIO”), a leading provider of solutions that enable communications and media companies to optimize their digital content delivery and allow e-commerce, banking, and other interactive-heavy applications to improve their customer experiences. 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) iPass, Inc. (NASDAQ: “IPAS”) from 2009 to 2013; (iii) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014; (iv) 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; (v) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (vi) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vii) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until the company was sold in 2017; (viii) Intermolecular, Inc., an innovator in materials sciences, from 2016, and as chairman from 2018 until the company was sold in 2019; (ix) Immersion Corporation (NASDAQ: “IMMR”), a leading provider of haptics technology, from 2018 to 2019; (x) Athersys, Inc. (NASDAQ: “ATHX”), a biotechnology company, from 2012 to 2016, 2020 and February 2021 through October 2022; and (xi) DSP Group, Inc. (NASDAQ: “DSPG”), a leading supplier of wireless chipset solutions for converged communications, from 2012 to 2021 and as Chairman from 2017 until the company was sold in 2021. Mr. Traub served as a member of the GulfMark Inc. board from November 2017 until consummation of its business combination with Tidewater in November 2018. Mr. Traub received the Certified Director designation from the National Association of Corporate Directors in 2023. Mr. Traub is also active in the Young Presidents Organization and World Presidents Organization, leading global networks of business leaders, having served as Chapter Chairman and Education Chairman. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. from Harvard Business School. Relevant Skills and Expertise Mr. Traub’s qualifications to serve on our Board include his extensive and diverse business management experience and expertise. In addition, he contributes to our Board’s effectiveness in strategic, financial, operational, and governance matters. |

  25. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Lois K. Zabrocky |

  26. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | Independent Director New York, New York Age: 54 Director Since: July 2020 Board & Committee Membership: Compensation & Human Capital Safety & Sustainability (Chair) Other Current Public Boards: International Seaways, Inc. | Background Ms. Zabrocky has served on the Company’s Board of Directors since July 2020 and currently serves as the Chair of the Safety & Sustainability Committee. 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. INSW owns and operates 84 deep sea tankers and owns 80% of two floating storage and offloading vessels. 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 the Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for over 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 a third mate aboard a U.S. flag chemical tanker. She received her Bachelor of Science degree from the United States Merchant Marine Academy, holds a Third Mate’s license and has completed Harvard Business School’s Program for Strategic Negotiations and its program in Finance for Senior Executives programs. Relevant Skills and Expertise Ms. Zabrocky brings to our Board significant executive, strategic and operational experience, including managing a company with broad international operations. Her expertise in many aspects of the maritime transportation industry adds significant value to our Board’s Maritime Industry knowledge and strategic focus. |

  27. CURRENT DIRECTORS RENOMINATED FOR A NEW TERM

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE EIGHT NOMINEES FOR DIRECTOR LISTED ABOVE. | |

  28. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  30. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE This table reflects all compensation paid to or accrued by each individual who served as a non- management director during fiscal 2023. The compensation of Mr. Kneen, who currently serves as our President and Chief Executive Officer, is disclosed in the Fiscal 2023 Summary Compensation Table. A description of the elements of our director compensation program follows this table.

  31. 2023 DIRECTOR COMPENSATION TABLE

    | Name of Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Current Directors | | | | | | Darron M. Anderson(2) | 86,452 | 124,959 | 8,811 | 220,222 | | Melissa L. Cougle(2) | 96,481 | 124,959 | 20,299 | 241,739 | | Dick F. Fagerstal | 159,000 | 124,959 | 6,644 | 290,603 | | Louis A. Raspino | 101,500 | 124,959 | 26,338 | 252,797 | | Robert E. Robotti(2) | 86,411 | 124,959 | 22,855 | 234,225 | | Kenneth H. Traub | 96,500 | 124,959 | 35,922 | 257,380 | | Lois K. Zabrocky | 96,500 | 124,959 | 15,337 | 236,796 |

  32. 2023 DIRECTOR COMPENSATION TABLE

    (1) Under the Director Stock Election Program, Ms. Cougle (100% for the first half of 2023, aggregate date of stock issuance value equal to $23,981) and Messrs. Anderson (25% for the first half of 2023, aggregate date of issuance value equal to $5,952) and Robotti (100% for all of 2023, aggregate date of issuance value equal to $86,411) each elected to receive up to 100% of their cash compensation in shares of our common stock. (2) Reflects the aggregate grant date fair value of 2,657 time-based restricted stock units or restricted stock awards granted to each director on June 26, 2023, computed in accordance with FASB ASC Topic 718, which will vest on the first anniversary of the date of grant, unless the director has elected to defer the vesting of the award in connection with our director stock deferral program. Each of Messrs. Anderson, Fagerstal and Raspino elected to defer the vesting of their respective 2023 RSU award until separation from service (within the meaning of Section 409A of the U.S. Internal Revenue Code). (3) “All other compensation” includes the cost, if any, for a director’s spouse to travel internationally in connection with any in-person Board and Committee meetings and attend business-related activities where spousal attendance is expected or customary. We currently use a combination of cash and equity-based compensation to provide competitive compensation for our non-management directors and to align director interests with our shareholders. Our Compensation & Human Capital Committee is responsible for overseeing our non-employee director compensation program and recommending any changes to the full board for action. Meridian Compensation Partners, LLC (Meridian), which served as the independent consultant to our Compensation & Human Capital Committee in 2023, also assisted the committee and the Board in its 2023 review of director compensation to help ensure that our director pay levels and program components are in line with competitive market practice. Director Fees. In June 2023, the Compensation & Human Capital Committee recommended, and the Board approved, the following changes to the compensation of our non-management directors effective July 1, 2023:

  33. 2023 DIRECTOR COMPENSATION TABLE

    | Fee Type | January 1, 2023 – June 30, 2023 (Annual) | July 1, 2023 – Present (Annual) | | Annual cash retainer | $48,000 | $125,000 | | Annual equity-based retainer | $169,000 | $125,000 | | Additional cash retainer for Chairman of the Board | $75,000 | $100,000 | | Additional cash retainer for Lead Independent Director (if any) | $25,000 | N/ A | | Additional cash retainer for Audit Committee Chair | $20,000 | $20,000 | | Additional cash retainer for Compensation & Human Capital Committee Chair | $15,000 | $15,000 | | Additional cash retainer for Nominating & Corporate Governance Committee Chair | $10,000 | $10,000 | | Additional cash retainer for Safety & Sustainability Committee Chair | $10,000 | $10,000 |

  34. 2023 DIRECTOR COMPENSATION TABLE

    The number of RSUs granted in each award is calculated by dividing the grant date target value by the closing price of a share of our common stock on the date of grant. Unless the director has elected to defer vesting of their RSU, all time-based RSUs granted to directors during fiscal 2023 will vest on the first anniversary of the date of grant, provided the director remains a member of our Board on the vesting date. However, vesting of the award would accelerate if, prior to the vesting date, the director died, terminated service due to disability, or was willing and able to continue to serve as a director but was either not renominated or not re-elected to serve another term. Director Stock Election Program. Under the Director Stock Election Program, each non-employee director is provided an opportunity to elect to receive a percentage of their base cash retainer in fully vested shares of Tidewater common stock, which are issued from our equity compensation plans. For each participant, the shares are issued to a director on the same day on which they would have received the cash payment, based on the closing price of a share on that day (rounded down to the nearest whole share). Ms. Cougle and Messrs. Anderson and Robotti elected to participate in the program during 2023. Director Stock Deferral Program. Under the Director Stock Deferral Program, each non-employee director can elect prior to any equity grant to defer the vesting of their annual stock award beyond the first anniversary of the date of grant. Messrs. Anderson, Fagerstal and Raspino elected to participate in the program during 2023. Stock Ownership Guidelines. Our non-employee directors are subject to stock ownership guidelines requiring each director to own and hold shares of our common stock worth five times his or her annual cash retainer no later than five years after his or her appointment. Under the guidelines, unvested RSUs count as shares of Company common stock. As of April 26, 2024, all non-employee director nominees were in compliance with the guidelines. These guidelines are described in greater detail under “Compensation Discussion and Analysis—Other Compensation and Equity Ownership Policies— Stock Ownership Guidelines.” Other Benefits. We reimburse all directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board and its committees, including the expenses of any director’s spouse who travels with the director in connection with our Board and committee meetings held outside the United States. We also cover the cost of our directors attending continuing education programs (including tuition and travel).

  35. Fiscal 2023 Compensation Highlights

    Fiscal 2023 Compensation Highlights As described in greater detail under “Compensation Components,” the three main components of our executive compensation program are base salary, an annual cash incentive award, and long-term incentive awards. During 2023, the Compensation & Human Capital Committee: (i) increased the CEO’s base salary by 20%, from $600,000 to $750,000; (ii) increased the CEO’s annual cash incentive target from 100% to 110%; (iii) retained the CEO’s long-term incentive target of $3,500,000; and (iv) retained the CEO’s long-term incentive mix of 50% time-based restricted stock units and 50% performance-based restricted stock units. The table below provides a summary of key actions taken with respect to each of these three components in fiscal 2023:

  36. Fiscal 2023 Compensation Highlights

    | | Pay Component | Results for 2023 | Considerations | | Fixed | Base Salary | Base salaries of NEOs were adjusted as follows: CEO increase of 25%; Other NEOs between 0%–20%. | 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 CEO was adjusted to 110% of base salary (a 10% increase) For each NEO, STI award payouts for 2023 company performance were 0% of target | Increased CEO’s STI target to be closer to market median. The Company did not meet its free cash flow (“FCF”) threshold, resulting in a 0% payout under the 2023 STI Plan (regardless of other metric performance). Except for the CEO, each NEO received a one-time cash bonus during the 2nd quarter of 2023 for successfully completing the integration of Swire and achieving certain synergies. | | | Long-Term Incentive (“LTI”) Award | In March 2023, 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 $1,000,000 target, award mix 75% time-based RSUs and 25% performance-based RSUs | Awarded LTI to further ensure shareholder alignment, with a significant performance-based component for our CEO that includes both relative and absolute stock price performance. Certain NEO LTI target grant values increased to better align with competitive median pay levels. |

  37. Participants and Process of Executive Compensation Decision Making

    Participants and Process of Executive Compensation Decision Making Our Board has delegated to the Compensation & Human Capital Committee the primary responsibility for overseeing our executive compensation program. The Compensation & Human Capital Committee annually reviews and sets the compensation for our executive officers, subject to approval by the full Board (excluding the CEO) of all compensation matters regarding our executives and other key management employees. For more information about the Compensation & Human Capital Committee’s responsibilities, see “Composition and Role of Board Committees—Compensation & Human Capital Committee.” Role of the Chief Executive Officer. Our CEO makes recommendations to the Compensation & Human Capital Committee with respect to salary, short-term incentive (bonus), and long-term incentive awards for all executive officers other than himself. He develops those recommendations based on competitive market information generated by the Committee’s compensation consultant, the company’s current strategy, his assessment of individual performance, and the experience level of the particular executive. After the Compensation & Human Capital Committee discusses the recommendations with the CEO, its consultant, and amongst themselves, the Compensation & Human Capital Committee makes the final decisions on executive compensation, subject to approval by the full board (excluding the CEO). Evaluating the Chief Executive Officer’s Compensation. In evaluating the CEO’s compensation, the Compensation & Human Capital Committee reviews the competitive market information provided by its compensation consultant and bases its decisions regarding his compensation on our overall compensation strategy, the CEO’s self-assessment, and the Compensation & Human Capital Committee’s independent assessment of his performance, using the objectives that the Committee established at the beginning of the year as one point of analysis. The Compensation & Human Capital Committee’s determinations are then subject to approval by the full Board (excluding the CEO). These deliberations are held in executive session so that the CEO is not present when the Compensation & Human Capital Committee and Board make determinations regarding his compensation. Role of Compensation Consultant. Our Compensation & Human Capital Committee has sole authority over the selection, use, compensation, and retention of any compensation consultant engaged to assist the Compensation & Human Capital Committee in discharging its responsibilities. During 2023, Meridian Compensation Partners, LLC (Meridian) served as the Compensation & Human Capital Committee’s primary consultant. At the direction of the Compensation & Human Capital Committee, Meridian: (i) attends Committee meetings; (ii) informs the Committee regarding regulatory changes and general trends in executive compensation; (iii) prepares the analysis of peer company compensation used by the Committee; and (iv) participates in the Committee’s deliberations regarding compensation of its NEOs. Meridian also surveys director compensation upon the request of the Compensation & Human Capital Committee. Meridian has provided no other services to, nor has any other relationship with, Tidewater. As required by SEC rules, the Compensation & Human Capital Committee has assessed Meridian’s independence with respect to all six independence factors and concluded that Meridian’s work has not raised any conflicts of interest. Peer Group. With Meridian’s assistance, the Compensation & Human Capital Committee reviews and approves our peer group annually. We pay particular attention to mergers, acquisitions, and bankruptcies, each of which may make a peer company more or less aligned to our business. As such, the Compensation & Human Capital Committee updated our compensation peer group in September of 2022, and in making its determinations regarding fiscal 2023 compensation and adjustments for fiscal 2024, the Compensation & Human Capital Committee reviewed detailed performance and compensation data on the companies in the following peer group:

  38. Participants and Process of Executive Compensation Decision Making

    | 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. | |

  39. Compensation Components

    Annual Short-Term Cash Incentive Compensation. Structure of the Program. Our Board and Compensation & Human Capital Committee have adopted the Tidewater Inc. Short-Term Incentive (STI) Plan to provide the framework under which annual or short-term incentive bonuses may be paid to our NEO’s and key employees for the purpose of rewarding both company and individual performance during any given year or other specified performance period. The Compensation & Human Capital Committee’s practice has been to review the upcoming year’s STI program during its December meeting and then approve the specific metrics and allocation of the STI program during the first quarter of our fiscal year. In approving the NEO’s STI program, the Compensation & Human Capital Committee approves the Company’s performance metrics, the specific performance levels for each metric, and the target award for each named executive, which is expressed as a percentage of the executive’s base salary. In March 2023, the Compensation & Human Capital Committee approved the fiscal 2023 STI program and designated each of the named executives as a participant. The 2023 STI program was conditioned on Tidewater achieving positive free cash flow of at least $162.8 million and allocated among the four following measures of performance:

  40. Compensation Components

    | Named Executive | Base Salary(1) ($)x | Target Award as % of Salary (%)x | Corporate Payout Factor (%) | = | Actual Award ($) | | Quintin V. Kneen | $712,500 | 110% | 0.0% | | $0.00 | | Samuel R. Rubio | $387,500 | 100% | 0.0% | | $0.00 | | David E. Darling | $431,250 | 100% | 0.0% | | $0.00 | | Daniel A. Hudson | $315,000 | 100% | 0.0% | | $0.00 |

  41. Compensation Components

    These targets were achieved at the end of March 2023 and the following payouts to the NEOs for their contributions were then approved by the Compensation & Human Capital Committee: Messrs. Rubio ($350,000), Darling ($375,000) and Hudson ($315,000). Long-Term Incentive Compensation. We maintain one main long-term incentive (LTI) plan, the Tidewater Inc. 2021 Stock Incentive Plan (2021 LTI Plan), which became effective in connection with our 2021 Annual Meeting. For each NEO, time-based RSUs vest in three equal installments on the first three anniversaries of the date of grant, contingent upon continued employment on the vesting date (except in the case of death or termination due to disability), and performance-based RSUs vest in a three-year cliff, dependent on certain performance metrics.

  42. Compensation Components

    | Named Executive | 2023 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 | 43,959 | 43,959 | $39.81 | $3,500,016 | | Samuel R. Rubio | $1,000,000 | 18,839 | 6,280 | $39.81 | $999,987 | | David E. Darling | $1,000,000 | 18,839 | 6,280 | $39.81 | $999,987 | | Daniel A. Hudson | $850,000 | 16,014 | 5,337 | $39.81 | $849,983 |

  43. Compensation Components

    (1) Number of time-based vesting restricted stock units (RSUs) was determined by dividing 50% of the target LTI value for Mr. Kneen and 75% of the target LTI value for the other NEOs by $39.81, which was the closing price on March 16, 2023, the date on which the Compensation & Human Capital Committee approved grant values and numbers of shares to be granted to our NEOs in 2023. Number of performance-based vesting restricted stock units (PRSUs) was determined by dividing 50% of the target LTI value for Mr. Kneen and 25% of the target LTI value for the other NEOs by $39.81, which was the closing price on March 16, 2023, the date on which the Compensation & Human Capital Committee approved grant values and numbers of shares to be granted to our NEOs in 2023. 2023 Long-term Incentive Program: For 2023, the Compensation & Human Capital Committee retained the prior year’s mix of long-term incentive awards that included the following: For CEO, PRSUs comprising 50% and RSUs comprising 50% of CEO LTI value; and • For other NEOs, PRSUs comprising 25% and RSUs comprising 75% of their respective LTI value. Our 2023 PRSUs may be earned based upon relative and absolute total shareholder return (“TSR”) over a three-year performance period. As described below, no award may be earned above 100% of target if TSR over the period is negative, irrespective of relative performance.

  44. Compensation Components

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

  45. Compensation Components

    The performance peer group set forth in the PRSUs granted in March 2022 was the same peer group approved and used by the Compensation & Human Capital Committee in connection with its 2021 compensation analysis and decisions, except for Exterran that was removed given it announced an agreement to be acquired by Enerflex. The performance peer group set forth in the PRSUs granted in March 2023 was the same peer group approved and used by the Committee for its 2022 compensation analysis and decisions. Retirement Benefits. Our named executives participate in employee benefit plans generally available to all employees, including a qualified defined contribution retirement plan (the “401(k) Savings Plan”). We have a broad-based legacy Pension Plan, which has been frozen and closed to new participants for nearly a decade. Mr. Darling is the only named executive who participates in our Pension Plan. Since his participation is based on his prior employment with us (from 1983 to 1996), he is currently in payout status and receives a modest annual benefit ($2,227). Mr. Darling will not accrue any additional benefits under the Pension Plan for his current service (he rejoined us in March 2018). Since January 1, 2011, when the Pension Plan was frozen, all qualified retirement benefits have been provided through our 401(k) Savings Plan. In addition to these broad-based programs, we provide our executives with a non-qualified deferred compensation plan, the Supplemental Savings Plan (the “SSP”), which acts as a supplement to our 401(k) Savings Plan. The SSP is designed to provide retirement benefits to our officers that they are precluded from receiving under the underlying qualified plans due to the compensation and benefit limits in the Internal Revenue Code. None of our named executives have elected to participate in the SSP. Change of Control Agreements. During 2021, our Board approved the combined Severance and Change of Control Agreements, which are described further below in the section entitled, “Fiscal 2021 Consolidation of Employment-Related Agreements.” We continue to offer our executives change of control benefits for several reasons. We believe that offering these protections to our executives and other key personnel is an important part of good corporate governance, as they alleviate individual concerns about the possible involuntary loss of employment and ensure that the interests of our named executives will be materially consistent with the interests of our shareholders when considering corporate transactions. In addition, we believe that these change of control protections preserve morale and productivity and encourage retention in the face of the potential disruptive impact of an actual or potential change of control of our company. Other Benefits and Perquisites. We also provide certain limited perquisites to our named executives. For 2023, these perquisites consisted primarily of spouse travel for international board meetings for our CEO, gym memberships and Tidewater’s match program under its 401k Savings Plan. We do not provide tax gross-ups on any perquisites. Severance and Change of Control Agreements. During 2021, our Board approved a new form of severance and change of control agreement to be entered into with each of the named executives (referred to below as the “consolidated agreement”). This new consolidated agreement superseded all prior employment-related agreements between the company and named executive, including the legacy employment agreements with Messrs. Kneen and Rubio and the legacy change of control agreements with each of the four named executives. The severance payment multiples for Mr. Kneen did not change under the new consolidated agreement, and the severance payment multiples for Messrs. Rubio, Hudson, and Darling reflect their promotions to Executive Vice President. The consolidated agreement is subject to one-year “evergreen” renewal periods unless the company provides written notice to officer by June 30 of a given year that it does not wish to extend the agreement past its current term. The consolidated agreement had an initial term through December 31, 2021, was extended through December 31, 2023 and then again through December 31, 2024. The consolidated agreement provides each officer with certain employment protections for a two-year period following a change in control of the company. If the officer experiences a qualifying termination during that two-year protected period (if either the company terminates him without cause or the officer terminates his own employment with good reason), he will be entitled to receive certain payments and benefits, including: (1) a cash severance payment equal to a specific multiple (three times for the Chief Executive Officer, two times for the Executive Vice Presidents, and one time for the Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) the greater of his average bonus over the last three years and his target bonus; (2) a pro-rata cash bonus for the fiscal year in which the termination occurs; (3) a cash payment equal to any unpaid bonus with respect to a completed fiscal year as calculated by the agreement; (4) a lump sum cash payment for continuation coverage under the company’s health benefit plans; (5) immediate vesting of any outstanding but unvested equity awards as of the termination date, including retention of unexercised stock options to term; and (7) treatment of any performance conditions to have been achieved at target level for any equity awards for which vesting or payout is subject to performance conditions. In addition, the consolidated agreement provides that if the officer experiences a qualifying termination (if either the company terminates him without cause or the officer terminates his own employment with good reason) during the term of the agreement but outside of any change of control protected period, he will be entitled to receive, among other benefits: (1) a cash severance payment equal to a specific multiple (two times for the Chief Executive Officer, one-and-a-half times for the Executive Vice Presidents, and a half time for Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus, to be paid over a specified number of months following the termination date; (2) a pro-rata cash bonus for the fiscal year in which the termination occurs; (3) a lump sum cash payment for continuation coverage under the company’s health benefit plans; (4) immediate vesting of any unvested portion of his time-based equity awards which was scheduled to vest within 12 months of the termination date; and (5) retention of any unvested portion of his performance-based equity awards vesting within 12 months of the termination date, subject to the original performance conditions and payout timing. Under the consolidated agreement, the officer would not be entitled to any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, the officer would be entitled to receive the “best net” treatment, which means that if the total of all change of control payments due him exceeds the threshold that would trigger the imposition of excise taxes, the officer will either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him the better after-tax result.

  46. Compensation Components

    The consolidated agreements contain certain restrictive covenants that apply during and after the officer’s employment, including an agreement to not disclose confidential information and, for a specified period of time following his termination of employment for any reason (other than a termination that occurs during a protected period by the company without cause or by the officer with good reason), non- competition and non-solicitation agreements.

  47. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 SUMMARY COMPENSATION TABLE The following table summarizes the compensation paid to each of our named executives in all capacities in which they served for each of the last three completed fiscal years (2023, 2022, and 2021).

  48. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | 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 | 2023 | 712,500 | — | 3,500,016 | — | — | — | 33,262 | 4,245,778 | | | 2022 | 575,000 | — | 3,500,001 | — | 563,500 | — | 16,599 | 4,655,100 | | | 2021 | 500,000 | — | 1,098,830 | 956,293 | 449,000 | — | 19,390 | 3,023,513 | | Samuel R. Rubio Executive Vice President, Chief Financial Officer, and Chief Accounting Officer | 2023 | 387,500 | 350,000 | 999,987 | — | — | — | 12,120 | 1,749,607 | | | 2022 | 337,500 | — | 850,004 | — | 330,750 | — | 10,425 | 1,528,679 | | | 2021 | 294,792 | — | 747,198 | — | 264,772 | — | 975 | 1,307,737 | | David E. Darling Executive Vice President, Chief Operating Officer, and Chief Human Relations Officer | 2023 | 431,250 | 375,000 | 999,987 | — | — | (5,982) | 12,120 | 1,812,375 | | | 2022 | 356,250 | — | 850,004 | — | 349,125 | (9,764) | 10,425 | 1,556,040 | | | 2021 | 294,792 | — | 747,198 | — | 264,772 | (2,500) | 2235 | 1,306,497 | | Daniel A. Hudson Executive Vice President, General Counsel, and Secretary | 2023 | 315,000 | 315,000 | 849,983 | — | — | — | 11,276 | 1,491,259 | | | 2022 | 311,250 | — | 850,004 | — | 305,025 | — | 9,431 | 1,475,710 | | | 2021 | 294,792 | — | 747,198 | — | 264,772 | — | 2,235 | 1,308,997 |

  49. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (1) Reflects the positions held by each named executive as of the Record Date. On March 9, 2021, Messrs. Rubio, Darling, and Hudson were each 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 one-time cash bonuses paid to each named executive in March 2023 in connection with the successful completion of the integration of Swire Pacific. (3) Represents the aggregate grant date fair value of RSUs granted in the years ended December 31, 2021, 2022 and 2023, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation (“ASC 718”). See Note 10, “Stock-Based Compensation and Incentive Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for further discussion of the relevant assumptions used in calculating the grant date fair value. With respect to the PRSUs granted, the number of securities that vest will depend on the extent to which certain performance criteria are met and could range between 0% and 200% of the number of units granted. The maximum value of PRSUs (200%) based upon the grant date fair value are as follows: Mr. Kneen $3,500,020 for 2022 and $3,500,016 for 2023; Mr. Rubio $424,993 for 2022 and $500,014 for 2023; Mr. Darling $424,993 for 2022 and $500,014 for 2023; and Mr. Hudson $424,993 for 2022 and $424,932 for 2023. The number of RSUs and PRUSs granted to each NEO during 2023 is detailed in the Grants of Plan Based Awards Table. (4) Represents the grant date value of an award of 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. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 10, “Stock-Based Compensation and Incentive Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (5) Represents payouts earned for the relevant period under our 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 2023 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. The table below presents an itemized account of “All Other Compensation” provided to the NEOs, regardless of the amount and any minimal thresholds provided under the SEC rules and regulations. We do not reimburse any executive for tax liability incurred in connection with any perquisite.

  50. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name | Parking | Matching Contributions to 401(k) Plan | Gym Fees | Spouse Travel | Total | | Kneen | $1,020 | $9,900 | — | $22,342 | $33,262 | | Rubio | $1,020 | $9,900 | $1,200 | — | $12,120 | | Darling | $1,020 | $9,900 | $1,200 | — | $12,120 | | Hudson | $1,020 | $9,056 | $1,200 | — | $11,276 |

  51. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS The following table presents additional information regarding all equity and non-equity incentive plan awards granted to our named executives during the fiscal year ended December 31, 2023.

  52. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | 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) | | | Grant Date | Threshold | Target | Maximum | | Threshold | Target | Maximum | | | | Quintin V., Kneen | | 0 | $783,750 | $881,719 | | | | | | | | | 3/16/23 | | | | TSR PRSU | 21,979 | 43,959 | 87,918 | | $1,750,008 | | | 3/16/23 | | | | 3YR RSU | | | | 43,959 | $1,750,008 | | Samuel R. Rubio | | 0 | $387,500 | $435,938 | | | | | | | | | 3/16/23 | | | | TSR PRSU | 3,140 | 6,280 | 12,560 | | $250,007 | | | 3/16/23 | | | | 3YR RSU | | | | 18,839 | $749,981 | | David E. Darling | | 0 | $431,250 | $485,156 | | | | | | | | | 3/16/23 | | | | TSR PRSU | 3,140 | 6,280 | 12,560 | | $250,007 | | | 3/16/23 | | | | 3YR RSU | | | | 18,839 | $749,981 | | Daniel A. Hudson | | 0 | $315,000 | $354,375 | | | | | | | | | 3/16/23 | | | | TSR PRSU | 2,668 | 5,337 | 10,674 | | $212,466 | | | 3/16/23 | | | | 3YR RSU | | | | 16,014 | $637,517 |

  53. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    (1) These columns show the possible cash incentive payouts for each NEO for fiscal year 2023 based on performance goals set for the year. Threshold, target and maximum possible payouts are based on the annual cash incentive range established for each NEO, which is expressed as a percentage of base salary for the year. Actual cash incentive amounts earned for 2023 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For information about the 2023 cash incentive paid to our NEOs, see “Compensation Discussion and Analysis—Compensation Components—Annual Short-Term Cash Incentive Compensation” beginning on page 43. (2) All equity grants were awarded under the 2021 Stock Incentive Plan. (3) Relates to TSR PRSUs granted, which are subject to a three-year performance period and vest based upon Tidewater’s TSR performance as compared to its compensation peer group. see “Compensation Discussion and Analysis—Compensation Components—Long-Term Incentive Compensation” beginning on page 45. “Threshold” represents the number of shares deliverable on achievement of the 30% relative TSR performance threshold set forth in the TSR PRSU award agreement which would be 50% of the target number of shares. “Target” represents the number of shares deliverable on achievement of the target 60% relative TSR performance under the PRSU grant. “Maximum” reflects the achievement of the highest possible payout, or 200% of target number of shares, with the achievement of 90% or greater relative TSR performance. In each case, if Tidewater’s absolute TSR performance over the performance period is negative, the payout percentage may not exceed 100%, or the target number of shares. PRSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested PRSUs are paid in shares of our common stock. (4) Represents a grant of time-based restricted stock units that vest one-third per year on March 22, 2024, 2025, and 2026, subject to the executive’s continued employment through such date. With respect to PRSU awards, this column reflects the grant date fair value for such PRSUs at target, or $39.81 per share, multiplied by the “target” number of PRSUs.

  54. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table details all outstanding equity awards held by our named executives as of December 31, 2023.

  55. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | | | | | 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 | | | | | | Quintin V. Kneen | | | | | | | | | | NQSO 04/20/2020(1) | 344,598 | — | $6.475 | 4/20/30 | | | | | | NQSO 03/22/2021(2) | 172,772 | 86,336 | $18.09 | 3/22/31 | | | | | | RSU 03/22/2021 | | | | | | | 28,796 | $2,076,480 | | RSU 03/10/2022 | | | | | | | 61,925 | $4,465,412 | | RSU 03/16/2023 | | | | | | | 43,959 | $3,169,883 | | PRSU 03/10/2022 | | | | | 92,888 | $6,698,154 | | | | PRSU 03/16/2023 | | | | | 43,959 | $3,169,883 | | | | Samuel R. Rubio | | | | | | | | | | RSU 03/22/2021 | | | | | | | 19,580 | $1,411,914 | | RSU 03/10/2022 | | | | | | | 22,558 | $1,626,657 | | RSU 03/16/2023 | | | | | | | 18,839 | $1,358,480 | | PRSU 03/10/2022 | | | | | 11,279 | $813,329 | | | | PRSU 03/16/2023 | | | | | 6,280 | $452,851 | | | | David E. Darling | | | | | | | | | | RSU 03/22/2021 | | | | | | | 19,580 | $1,411,914 | | RSU 03/10/2022 | | | | | | | 22,558 | $1,626,657 | | RSU 03/22/2023 | | | | | | | 18,839 | $1,358,480 | | PRSU 03/10/2022 | | | | | 11,279 | $813,329 | | | | PRSU 03/16/2023 | | | | | 6,280 | $452,851 | | | | Daniel A. Hudson | | | | | | | | | | RSU 03/22/2021 | | | | | | | 19,580 | $1,411,914 | | RSU 03/10/2022 | | | | | | | 22,558 | $1,626,657 | | RSU 03/16/2023 | | | | | | | 16,014 | $1,154,770 | | PRSU 03/10/2022 | | | | | 11,279 | $813,329 | | | | PRSU 03/16/2023 | | | | | 5,337 | $384,851 | | |

  56. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (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) on April 20, 2020, and vested one-third per year on April 15, 2021, 2022 and 2023. (2) 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 vested one-third per year on March 22 of each of 2022, 2023, and 2024. (3) Represents “target” of TSR PRSUs granted, which are subject to a three-year performance period and vest based upon Tidewater’s TSR performance as compared to its compensation peer group. See “Compensation Discussion and Analysis— Compensation Components—Long-Term Incentive Compensation” beginning on page 45. The market value of all reported stock awards is based on the closing price of our common stock on December 31, 2023, as reported on the NYSE, which was $72.11 per share.

  57. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2023 The following table sets forth information regarding all stock awards that vested during fiscal 2023 for each of our named executives. No stock options were exercised during fiscal 2023.

  58. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Quintin V. Kneen | 97,662 | $4,354,218 | | Samuel R. Rubio | 40,867 | $1,791,860 | | David E. Darling | 40,867 | $1,791,860 | | Daniel A. Hudson | 40,867 | $1,791,860 |

  59. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2023

    (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 2023. (2) Amounts shown represent the product of the number of shares vested and the closing price of Tidewater’s common stock on the NYSE on either the award’s certification vesting date, for performance-based awards, or the award’s vesting date, for time-vested awards. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the cancellation of shares to satisfy tax withholding obligations.

  60. FISCAL 2023 PENSION BENEFITS

    FISCAL 2023 PENSION BENEFITS The following table sets forth information relating to our named executives who participate in our defined benefit pension plan (“Pension Plan”). As described in greater detail below, in 2010, the Pension Plan was closed to new participants and frozen such that no additional benefits will accrue to existing participants. Mr. Darling is the only named executive who participates in the Pension Plan.

  61. FISCAL 2023 PENSION BENEFITS

    | 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 | — | 32,179 | 2,227 |

  62. FISCAL 2023 PENSION BENEFITS

    (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, 2023. We only have one named executive who is still covered by the Pension Plan. Mr. Darling, who most recently joined the company in March 2018, was previously employed by us from 1983 to 1996. During that previous employment, he accrued benefits under the Pension Plan, which are now being paid out to him in accordance with his prior benefit election (50% joint and contingent annuity). He will not accrue any additional benefits for his current service given that the Pension Plan is now frozen.

  63. FISCAL 2023 NON-QUALIFIED DEFERRED COMPENSATION

    FISCAL 2023 NON-QUALIFIED DEFERRED COMPENSATION Although we sponsor a Supplemental Savings Plan (“SSP”), which provides executive officers and certain other designated participants who earn over the qualified 401(k) plan limits with compensation deferral opportunities, none of our named executives have participated in this plan.

  64. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following information and table set forth the amount of payments to each of our named executives that would be made in the event of the named executive’s death or disability, retirement, termination by the Company without cause or by the named executive with good reason, and termination following a change in control. The table also sets forth the amount of payments to each of our named executives in the event of a change of control without a termination of employment. Our Board approved a combined severance and change of control agreement approved on March 9, 2021, and entered into the agreement with each of our named executives, which are described in the CD&A—Compensation Components subsection entitled, “2021 Consolidation of Employment-Related Agreements.” Assumptions and General Principles. The following assumptions and general principles apply with respect to the following table and any termination of employment of a named executive. • The amounts shown in the table assume that the date of termination of employment of each named executive was December 31, 2023. Accordingly, the table reflects amounts payable to our named executives as of December 31, 2023, 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 named executive 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. Death and Disability. Upon a named executive’s death or termination due to disability: • 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 named executive, the vesting of any unvested portion of his outstanding equity awards will accelerate. Termination without Cause or with Good Reason. Upon termination of a named executive by the Company without “cause” or by the executive with “good reason” (as those terms are defined in the applicable agreement): The Compensation & Human Capital 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 Severance and Change of Control agreement, Mr. Kneen would be entitled to receive (1) cash severance payment equal to the sum of one year of base salary and target bonus multiplied by two, paid in installments over the post-employment restricted period; (2) pro rata bonus for the year of termination; (3) lump sum cash payment equal to COBRA premiums that would be paid over 24 months; (4) accelerated vesting and payout of all unvested time-based equity awards scheduled to vest within 12 months; and (5) allowed to retain all unvested performance-based equity awards scheduled to vest within 12 months, which remain subject to original performance conditions. • Under their Severance and Change of Control agreements, Messrs. Darling, Hudson and Rubio would be entitled to receive (1) cash severance payment equal to the sum of one year of base salary and target bonus multiplied by one-and-a-half, paid in installments over the post- employment restricted period; (2) pro rata bonus for the year of termination; (3) lump sum cash payment equal to COBRA premiums that would be paid over 18 months; (4) accelerated vesting and payout of all unvested time-based equity awards scheduled to vest within 12 months; and (5) allowed to retain all unvested performance-based equity awards scheduled to vest within 12 months, which remain subject to original performance conditions. All Other Terminations (Outside of a Change of Control). Generally, a named executive is not entitled to receive any form of severance payments or benefits upon his voluntary decision to terminate employment with the company or upon termination for cause. Change of Control. In the event of a change of control (as defined in the applicable plan or agreement), each named executive would be entitled to receive certain employment protections during the two-year period following the consummation of a change of control. If, during the two-year protected period, the named executive were terminated by the Company without “cause” or terminated his employment with “good reason,” then he would be entitled to certain payments and benefits. Specifically, the named executive would be entitled to receive, among other benefits: • a cash severance payment equal to a specific multiple (three times for the CEO, two times for any Executive Vice President, one-and-a-half times for any Senior Vice President and one time for any Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus equal to the greater of three-year average bonus and target bonus for the year of termination; • a pro-rata STI payout for the fiscal year in which the termination occurred; • acceleration of any unvested equity awards; • a lump sum cash payment equal to COBRA premiums for a specified number of months (36 months for the CEO, 24 months for any Executive Vice President, 12 months for any Senior Vice President, and 12 months for any Vice President) rather than continued coverage; and • outplacement assistance, not to exceed $25,000. The Severance and Change of Control Agreement did not provide for any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, the named executive would be entitled to receive the “best net” treatment, which means that if the total of all change of control payments due him exceeds the threshold that would trigger the imposition of excise taxes, the executive would either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him the better after-tax result.

  65. Estimated Payments on Termination or Change in Control

    Estimated Payments on Termination or Change in Control

  66. Estimated Payments on Termination or Change in Control

    | Event | Mr. Kneen | Mr. Rubio | Mr. Darling | Mr. Hudson | | Death or Disability | | | | | | Accelerated vesting of stock options(1) | $4,663,871 | $— | $— | $— | | Accelerated vesting of RSUs(2) | $19,579,812 | $5,663,231 | $5,663,231 | $5,391,521 | | Subtotal–Termination-Related Benefits | $24,243,683 | $5,663,231 | $5,663,231 | $5,391,521 | | Annual incentive for full fiscal year | $0 | $0 | $0 | $0 | | Total | $24,243,683 | $5,663,231 | $5,663,231 | $5,391,521 | | Termination without Cause or with Good Reason | | | | | | Accelerated vesting of RSUs(3) | $5,365,777 | $2,678,021 | $2,678,021 | $2,610,166 | | Cash severance payment(4) | $3,150,000 | $1,200,000 | $1,350,000 | $945,000 | | Additional benefits(5) | $46,488 | $16,290 | $15,264 | $23,238 | | Subtotal–Termination-Related Benefits | $8,562,265 | $3,894,311 | $4,043,285 | $3,578,404 | | Annual incentive for full fiscal year | $0 | $0 | $0 | $0 | | Total | $8,562,265 | $3,894,311 | $4,043,285 | $3,578,404 | | All Other Terminations (outside of Change in Control) | | | | | | Annual incentive for full fiscal year | $0 | $0 | $0 | $0 | | Total | $0 | $0 | $0 | $0 | | Change in Control (no termination) | | | | | | Annual incentive for full fiscal year | $0 | $0 | $0 | $0 | | Total | $0 | $0 | $0 | $0 | | Change in Control with Termination | | | | | | Accelerated vesting of stock options(1) | $4,663,871 | $— | $— | $— | | Accelerated vesting of RSUs(2) | $19,579,812 | $5,663,231 | $5,663,231 | $5,391,521 | | Cash severance payment(6) | $4,725,000 | $1,600,000 | $1,800,000 | $1,260,000 | | Additional benefits(7) | $94,717 | $46,721 | $45,361 | $55,985 | | Subtotal–Termination-Related Benefits | $29,063,400 | $7,309,952 | $7,508,592 | $6,707,506 | | Annual incentive for full fiscal year | $0 | $0 | $0 | $0 | | Total | $29,063,400 | $7,309,952 | $7,508,592 | $6,707,506 |

  67. Estimated Payments on Termination or Change in Control

    (1) Reflects the difference between the closing price of a share of our common stock on December 31, 2023, or $72.11, and the per-share exercise price of the unvested options, multiplied by the number of options for which vesting would be accelerated. (2) Accelerates vesting of all time-based RSUs and performance-based RSUs, assuming target performance on any performance-based RSUs. (3) Under their Severance and Change of Control agreements, each of Messrs. Kneen, Rubio, Darling and Hudson would be entitled to acceleration of all time-based RSUs scheduled to vest in the next 12 months and keep any performance-based RSUs with potential of vesting within 12 months of December 31, 2023, which would include 92,888 PRSUs granted to Mr. Kneen and 11,279 PRSUs granted to each of Messrs. Rubio, Darling and Hudson the performance period of which ends on December 31, 2024. (4) Under the Severance and Change of Control agreements, Mr. Kneen would be entitled to a cash severance payment in the amount of two times his (a) base salary plus (b) target bonus. Under their Severance and Change of Control agreements, Messrs. Rubio, Darling, and Hudson would be entitled to a cash severance payment in the amount of 1.5 times his (x) base salary plus (y) target bonus. Includes the value of COBRA continuation coverage for specified number of months (24 for Mr. Kneen and 18 for each of Messrs. Rubio, Darling, and Hudson), based on the officer’s current benefit elections. Under the Severance and Change of Control agreements, Mr. Kneen would be entitled to a cash severance payment in the amount of three times his (a) base salary plus (b) the greater of three-year average bonus or his target bonus for the year of termination. Under their Severance and Change of Control agreements, Messrs. Rubio, Darling, and Hudson would be entitled to a cash severance payment in the amount of two times his (x) base salary plus (y) the greater of his three- year average bonus or his target bonus for the year of termination. Includes the value of COBRA continuation coverage for specified number of months (36 for Mr. Kneen and 24 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 Severance and Change of Control agreements.

  68. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by SEC rules, we determined the ratio of the annual total compensation of Mr. Kneen, our current President and CEO, relative to the annual total compensation of our median employee. For the fiscal year ended December 31, 2023: • 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 $46,030; • the annual total compensation of our CEO (as reported in the Summary Compensation Table) was $4,245,778; and • based on this information, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation is 92 to 1. To calculate the 2023 CEO pay ratio, we used the compensation of the same median employee used for purposes of calculating the CEO pay ratio for 2022. In determining our median employee, we examined annual base cash compensation for all employees as of December 31, 2022. As of this date, Tidewater and its consolidated subsidiaries had over 6,300 employees across the globe, with over 90% of our fleet working internationally in more than 20 countries. To aid in maintaining a uniformity of comparison, we annualized the compensation for full-time workers who joined us after the first of the year and converted all amounts paid in foreign currencies to U.S. dollars based on the exchange ratio for each such currency reported on the same day. A significant portion of our workforce consists of individuals who are not employed by us directly, but rather work as crew members on our vessels or provide services to us under collective bargaining agreements or through third party labor service providers (manning agencies). For crew members who work with us through these manning agencies, the individuals are employed by the agency (a third party) but we are responsible for setting the pay or “day rate,” which the employee may accept or reject. As a result, our crew members may not work for us full-time or during the entire year and may in fact also provide services on vessels owned by other companies or operators during the year. The majority of these individuals provide services on vessels that operate outside of the United States, including in areas where wages may not be comparable to wages paid to workers who provide services on U.S.- based vessels. Due to our global footprint and the lack of continuity in workforce, the compensation profile of our employee population as reported in this pay ratio disclosure may not be completely reflective of the level of compensation paid to our workers. Once the median employee was identified, we calculated that employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table in order to determine the pay ratio provided above. The compensation paid to our median employee consisted solely of base cash wages, so the annual compensation reported for that employee above is the same figure we used to identify that employee as the median employee. Please be advised that this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.

  69. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Tidewater. As discussed in the CD&A above, our Compensation & Human Capital Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Tidewater’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. For further information concerning Tidewater’s pay for performance philosophy and how Tidewater aligns executive compensation with performance, see “Compensation Discussion and Analysis—Pay-for-Performance Driven” beginning on page 37.

  70. PAY VS. PERFORMANCE

    | | | | | | 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) | | 2023 | $4,245,778 | $14,314,971 | $1,686,422 | $4,626,577 | $195.69 | $100.02 | $95.6 | $386.7 | | 2022 | $4,655,100 | $11,566,762 | $1,520,139 | $3,977,064 | $344.07 | $146.82 | $(22) | $167 | | 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 |

  71. PAY VS. PERFORMANCE

    (1) The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year. (2) The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

  72. PAY VS. PERFORMANCE

    | Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | CAP to CEO | | 2023 | $4,245,778 | $3,500,000 | $13,569,193 | $14,314,971 | | 2022 | $4,655,100 | $3,500,000 | $10,411,662 | $11,566,762 | | 2021 | $3,023,513 | $2,055,123 | $2,557,308 | $3,525,698 | | 2020 | $2,923,216 | $1,702,106 | $891,916 | $2,113,026 |

  73. PAY VS. PERFORMANCE

    a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b) The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:

  74. PAY VS. PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2023 | $6,339,767 | $6,474,053 | $755,373 | $— | $13,569,193 | | 2022 | $6,845,809 | $2,496,292 | $960,276 | $109,285 | $10,411,662 | | 2021 | $1,881,487 | $442,067 | $233,754 | $— | $2,557,308 | | 2020 | $2,095,566 | $(726,808) | $(476,842) | $— | $891,916 |

  75. PAY VS. PERFORMANCE

    (3) The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Rubio, Darling and Hudson. (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:

  76. PAY VS. PERFORMANCE

    | Year | Summary Compensation Table Avg for Other NEOs | Average Reported Value of Equity Awards Other NEOs (a) | Average Equity Award Adjustments (b) | Average CAP to Other NEOs | | 2023 | $1,686,422 | $950,000 | $3,890,155 | $4,626,577 | | 2022 | $1,520,139 | $850,000 | $3,306,925 | $3,977,064 | | 2021 | $1,307,744 | $747,198 | $780,152 | $1,340,698 | | 2020 | $843,539 | $155,509 | $(82,902) | $605,128 |

  77. PAY VS. PERFORMANCE

    a) The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. b) The equity award adjustments for each applicable year were calculated using valuation methodologies (x) to compute fair values that did not materially differ from those disclosed at the time of grant and (y) are accordance with FASB ASC 718. These adjustments include the addition (or subtraction, as applicable) of the following:

  78. PAY VS. PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2023 | $1,720,761 | $1,883,483 | $285,911 | $— | $3,890,155 | | 2022 | $1,662,561 | $1,285,278 | $347,137 | $11,949 | $3,306,925 | | 2021 | $629,127 | $78,323 | $72,703 | $— | $780,152 | | 2020 | $259,381 | $(168,640) | $(173,643) | $— | $(82,902) |

  79. PAY VS. PERFORMANCE

    Cumulative total shareholder return (“TSR”) is calculated assuming $100 was invested on December 31, 2019, and through the end of each fiscal year shown in the table. Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2023. (7) The dollar amounts reported represent the amount of net income reflected in Tidewater’s audited financial statements for the applicable year. (8) Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. For a reconciliation of net income attributable to Tidewater on a GAAP basis to adjusted EBITDA, see Appendix A.

  80. Compensation Actually Paid vs. TSR (TDW & Peers)

    Compensation Actually Paid vs. TSR (TDW & Peers)

  81. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  82. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA