DEF 14A of Tidewater Inc, Apr 24, 2025

DEF 14A of Tidewater Inc

Filed Apr 24, 2025 · FY20240001104659-25-038699

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. | 56 | 2020 | | | | | | | Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc. | 48 | 2022 | | | | | | | Dick H. Fagerstal Retired Executive Chairman of Global Marine Group | 64 | 2017 | | | | | | | Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc. | 59 | 2019 | | | | | | | Louis A. Raspino Retired Chairman of Clarion Offshore Partners | 72 | 2018 | | | | | | | Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC | 71 | 2021 | | | | | | | Kenneth H. Traub President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. Managing Partner of Delta Value Group, LLC | 63 | 2018 | | | | | | | Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc. | 55 | 2020 | | | | |

  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 2025 Director Nominations. In analyzing director nominations, the Nominating & Corporate Governance Committee (“N&CG Committee”) strives to maintain a group of directors that reflects the appropriate talents, skills, expertise, backgrounds, experiences, perspectives, viewpoints and other characteristics needed to maintain the effectiveness of the Board of Directors (“Board”), with the ultimate decision on all nominations being based on merit and contribution that the selected candidates will bring to the Board. 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 N&CG Committee and the Board assessed 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 N&CG Committee, our Board has nominated the following eight directors for election at the 2025 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 2024 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 2025 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 N&CG 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 N&CG 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.”

  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 N&CG Committee and the Board consider valuable to effective oversight of Tidewater and illustrates how our 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 | | 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 61 years. | The average tenure of director service on our Board is 5.6 years, which we believe reflects a balance of Company experience and new perspectives. | | 88% independent | | | | Pool of Director Nominees | | | | The Board recognizes the importance of having a diverse and broadly inclusive membership, and currently has and is renominating for election two female directors, six male directors, and one ethnically/racially diverse director. The Board assesses its effectiveness in this regard as part of its annual Board, Committee, and director evaluation process. | | |

  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 N&CG 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 23, 2025.

  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: 56 Director Since: September 2020 Tidewater Committees: Audit Safety & Sustainabilty Other Current Public Boards: International Seaways, Inc. | 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 has spent the last 25 years building successful oilfield service organizations focused on land and offshore drilling, completion and production operations. Mr. Anderson has served as an independent director on the board of International Seaways, Inc. (NYSE: INSW), an international tanker company providing energy transportation services for crude oil and petroleum products, since June 2024. 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: 48 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 served for several years on the Advisory Board of the Energy Workforce and Technology Council representing and advocating for companies in the energy services sector. 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 sustainability 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: 64 Director Since: July 2017 Tidewater Committees: Audit Nominating & Corporate Governance 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 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. He continued to serve as a director until the sale of the business in March 2025. 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. With respect to cybersecurity and artificial intelligence qualifications, Mr. Fagerstal obtained a National Association of Corporate Directors (NACD) Cybersecurity Certification in 2021 and completed the Harvard University course “Cybersecurity: The Intersection of Policy and Technology” in 2020 and completed coursework at both Stanford University and Harvard University on artificial intelligence governance in 2025. Mr. Fagerstal obtained an NACD Directorship Certification in 2023. |

  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: 59 Director Since: September 2019 Tidewater Committees: None Other Current Public Boards: None | Background Mr. Kneen was appointed President, CEO and Director of the Company 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 had 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: 72 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 Inc. board from November 2017 until its merger 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, including ABS, 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: 71 Director Since: June 2021 Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance 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. He currently serves as a director and Chairman of the Board of Pulse Seismic Inc. (TSX: PSX), the leading seismic library data provider to the western Canadian energy sector and has held these positions for the past five years. Mr. Robotti has served on the Board of Directors of AMREP Corporation (NYSE: AXR), a real estate business focused in New Mexico, since September 2016, and served on the Board of PrairieSky (TSX: PSK), which acquires and manages petroleum and natural gas royalty properties in Canada, from October 2019 through April 2023. Mr. Robotti was a director of PHX Minerals Inc. (NYSE: PHX), formerly known as Panhandle Oil & Gas Inc. and Panhandle Royalty Company, a diversified minerals company, from 2004 to May 2020, and was a director of BMC Building Materials Holding Corporation, a construction supply company, from 2012 until just prior to the completion of its merger with Stock Building Supply Holdings, Inc. on December 1, 2015. 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: 63 Director Since: November 2018 Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance (Chair) Other Current Public Boards: Comtech Telecommunications Corp. Former Public Boards During Past Five Years: American Rare Earths Athersys, Inc. DSP Group, Inc. Edgio, 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 President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. (Nasdaq: CMTL), a global communications technology leader, since January 2025. He joined the Comtech Board in October 2024 and was appointed Executive Chairman in November 2024. Mr. Traub also 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 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 supplier of data storage technologies, from 2013 until the company was sold in 2014; (iv) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions, 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 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; (xi) American Rare Earths (ASX: ARR | ADRs—OTCQX: AMRRY | Common Shares—OTCQB: ARRNF | FSE: 1BHA), a U.S. based supplier of rare earth elements, from August 2023 to June 2024; (xii) DSP Group, Inc. (Nasdaq: DSPG), a supplier of wireless chipset solutions, from 2012 to 2021 and as Chairman from 2017 until the company was sold in 2021, and (xiii) Edgio, Inc. (OTC: EGIOQ), a software company providing digital content delivery networks and applications, during 2024. Mr. Traub served as a member of the GulfMark Inc. board from November 2017 until its merger with Tidewater in November 2018. Mr. Traub is 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: 55 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. 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 B.S. 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 offshore 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. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE This table reflects all compensation paid to or accrued by each individual who served as a non- management director during fiscal 2024. The compensation of Mr. Kneen, who currently serves as our President and Chief Executive Officer, is disclosed in the Fiscal 2024 Summary Compensation Table. A description of the elements of our director compensation program follows this table.

  31. 2024 DIRECTOR COMPENSATION TABLE

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

  32. 2024 DIRECTOR COMPENSATION TABLE

    (1) Under the Director Stock Election Program, Mr. Robotti elected to receive 100% of his cash compensation in shares of our common stock, which resulted in 1,544 shares being distributed to him with an aggregate grant date value of $124,887. (2) Reflects the aggregate grant date fair value of 1,323 time-based restricted stock units (RSU) granted to each director on June 6, 2024, computed in accordance with FASB ASC Topic 718, which will vest on the first anniversary of the date of grant. Mr. Anderson elected to defer the settlement of his 2024 RSU until 2027 (the third-year anniversary), and each of Messrs. Fagerstal, Raspino and Robotti elected to defer the settlement of their respective 2024 RSU awards until separation from service (within the meaning of Section 409A of the U.S. Internal Revenue Code). As of December 31, 2024, each non-management director held 1,323 unvested RSUs and no unexercised options. (3) “All other compensation” reflects 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 C&HC 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 C&HC Committee in 2024, also assisted the committee and the Board in its 2024 review of director compensation to help ensure that our director pay levels and program components are in line with competitive market practice. Director Fees. The following table summarizes the 2024 compensation awarded or paid to our non-management directors:

  33. 2024 DIRECTOR COMPENSATION TABLE

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

  34. 2024 DIRECTOR COMPENSATION TABLE

    The number of RSUs granted for the annual equity-based retainer 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. All time-based RSUs granted to directors during fiscal 2024 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, as amended, 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). Mr. Robotti elected to participate in the program during 2024. Director Stock Deferral Program. Under the Director Stock Deferral Program, as amended, each non-employee director can elect at least 30-days prior to any equity grant to defer the settlement of their annual stock award beyond the first anniversary of the date of grant. Messrs. Anderson, Fagerstal, Raspino and Robotti elected to participate in the program during 2024. 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 and deferred RSUs count as shares of Company common stock. As of April 23, 2025, all non-employee directors were in compliance with the guidelines. These guidelines are described in greater detail under “Compensation Discussion and Analysis—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 2024 Compensation Highlights

    Fiscal 2024 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 2024, the C&HC Committee: (i) retained the CEO’s base salary of $750,000; (ii) retained the CEO’s annual cash incentive target of 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 2024:

  36. Fiscal 2024 Compensation Highlights

    | | Pay Component | Results for 2024 | Considerations | | Fixed | Base Salary | Base salaries of NEOs were adjusted as follows: CEO increase of 0%; Two other NEOs base salaries were increased to align with market | Increased base salaries to be closer to market median, to recognize the company’s continued growth and to recognize expanding individual responsibilities | | Incentive-Based | Short-Term Incentive (“STI”) Program | STI target for all NEOs retained at the same levels (as a percentage of base salary) For each NEO, STI award payouts based on pre-approved 2024 company performance metrics were paid at 82% of target | Incentivizes NEOs to achieve short-term performance goals | | | Long-Term Incentive (“LTI”) Award | In March 2024, we granted annual LTI awards to our NEOs as follows: • CEO: $3,500,000 target, award mix 50% time-based RSUs and 50% performance-based RSUs • Other NEOs: $850,000 to $1,250,000 target, award mix 50% time-based RSUs and 50% performance-based RSUs | Awarded LTI to further increase shareholder alignment, with a significant performance-based component that includes both relative and absolute stock price performance; Total LTI granted to each NEO is based on the Company’s closing stock price on the grant date then split 50% time-based and 50% performance-based |

  37. Participants and Process of Executive Compensation Decision Making

    Participants and Process of Executive Compensation Decision Making Our Board has delegated to the C&HC Committee the primary responsibility for overseeing our executive compensation program. The C&HC Committee annually reviews and sets the compensation for our executive officers, subject to approval by the full Board (excluding the CEO). 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 C&HC 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 C&HC Committee’s compensation consultant, the Company’s current strategy, his assessment of individual performance, and the experience level of the particular executive. After the C&HC Committee discusses the recommendations with the CEO, its consultant, and amongst themselves, the C&HC 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 C&HC 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 C&HC Committee’s independent assessment of his performance, using the objectives that the C&HC Committee established at the beginning of the year as one point of analysis. The C&HC 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 C&HC Committee and Board make determinations regarding his compensation. Role of Compensation Consultant. Our C&HC Committee has sole authority over the selection, use, compensation, and retention of any compensation consultant engaged to assist the C&HC Committee in discharging its responsibilities. During 2024, Meridian Compensation Partners, LLC (Meridian) served as the C&HC Committee’s primary consultant. At the direction of the C&HC Committee, Meridian: (i) attends C&HC Committee meetings; (ii) informs the C&HC Committee regarding regulatory changes and general trends in executive compensation; (iii) prepares the analysis of peer company compensation used by the C&HC Committee; and (iv) participates in the C&HC Committee’s deliberations regarding compensation of its NEOs. Meridian also surveys director compensation upon the request of the C&HC Committee. Meridian has provided no other services to, nor has any other relationship with, Tidewater. As required by SEC rules, the C&HC Committee has assessed Meridian’s independence with respect to all six independence factors set forth in NYSE rules and concluded that Meridian’s work has not raised any conflicts of interest. Peer Group. With Meridian’s assistance, the C&HC 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. The C&HC Committee reviewed our compensation peer group and determined to use the same peer group as used in 2023 in making its determinations regarding fiscal 2024 compensation, which was composed of the following companies:

  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(1) | Helix Energy Solutions Group | SEACOR Marine Holdings | | DMC Global | International Seaways | TETRA Technologies | | Dorian LPG | Newpark Resources(1) | Valaris Limited | | Dril-Quip(1) | Noble Corp.(1) | |

  39. Compensation Components

    Annual Short-Term Cash Incentive Compensation. Structure of the Program. Our Board and C&HC 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 C&HC Committee’s practice has been to preview the upcoming year’s STI program during its December meeting and then approve the specific metrics and weightings under the STI program during the first quarter of the performance year. When establishing the STI program, the C&HC Committee reviews and approves the company’s performance metrics, the specific performance levels for each metric, and the target award for each NEO, which is expressed as a percentage of the executive’s base salary. In March 2024, the C&HC Committee approved the fiscal 2024 STI program, which was conditioned on Tidewater achieving positive free cash flow of at least $271.0 million (a 66.5% increase over the Company’s 2023 free cash flow target and a 143.9% increase over actual 2023 free cash flow) and allocated the payout among the four following measures of performance:

  40. Compensation Components

    Calculation of 2024 STI Program Metrics and Payouts. The table below summarizes the 2024 STI program performance metrics and actual achievement for the year. For the FCF metric: (i) performance below threshold results in a 0% payout, (ii) performance at threshold results in a 25% payout, (iii) performance at target results in 100% payout, and (iv) maximum performance or above results in a payout at 200% of target opportunity. Actual payout is calculated using straight line interpolation between threshold and target and between target and maximum. For the operational efficiency and safety metrics, performance at or above target results in a 100% payout and performance at or below target results in a 0% payout. The individual performance was a subjective component, based on the C&HC Committee’s assessment of the NEO’s performance.

  41. Compensation Components

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

  42. Compensation Components

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

  43. Compensation Components

    (1) Base salaries reflect mid-year adjustments for Messrs. Hudson and Middleton. 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 2024, the Committee granted each NEO’s LTI award in the form of 50% time-based RSUs and 50% performance-based RSUs. For 2024, the C&HC Committee retained the prior year’s mix of long-term incentive awards that included 50% PRSUs and 50% RSUs for the CEO and changed the awards for all other NEOs to be comprised of the same to further increase stockholder alignment. For each NEO, time-based RSUs vest in three equal installments on or about 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, subject to meeting the required performance metrics.

  44. Compensation Components

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

  45. Compensation Components

    (1) Number of time-based RSUs was determined by dividing 50% of the target LTI value for the NEOs by $89.85, which was the closing price on March 21, 2024, the date on which the C&HC Committee approved grant values and numbers of shares to be granted to our NEOs in 2024. (2) Number of performance-based vesting restricted stock units (PRSUs) was determined by dividing 50% of the target LTI value for the NEOs by $89.95, which was the closing price on March 21, 2024, the date on which the C&HC Committee approved grant values and numbers of shares to be granted to our NEOs in 2024. (3) In addition to the awards shown above, on January 2, 2024, Mr. Middleton also received a one-time retention RSU award of 10,000 RSUs vesting 50% on January 2, 2025 and 50% on January 2, 2026. This grant was made pursuant to Mr. Kneen’s authority delegated by the C&HC Committee to grant awards under the 2021 LTI Plan to employees who are not subject to Section 16 of the Exchange Act. Our 2024 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 absolute TSR over the period is negative, irrespective of relative performance.

  46. 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% |

  47. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 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 (2024, 2023, and 2022). Mr. Middleton was not an NEO prior to 2024.

  48. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  49. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (1) Titles reflect the positions held by each named executive as of the Record Date. Effective June 2024, Mr. Middleton was promoted from Senior Vice President and Chief Commercial Officer to Executive Vice President and Chief Commercial Officer, and appointed an executive officer under Section 16 of the Exchange Act in June 2024. (2) Amounts represent 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) Amounts reflected in the "Stock Awards" column for 2022 and 2023 have been updated to correct an inadvertent error in the previously reported grant date value of PRSUs, which also resulted in updates to the "Total" column for these years. Amounts represent the aggregate grant date fair value of RSUs and PRSUs granted in the years ended December 31, 2022, 2023 and 2024, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation (“ASC 718”). The fair value of RSUs is based on the market price of our common stock on the date of grant, which was $18.84 on March 10, 2022, $39.81 on March 16, 2023, and $89.85 on March 21, 2024. For the PRSUs, the grant date fair value is estimated using a lattice-based Monte Carlo simulation, which included assumptions related to expected price volatility, the risk free interest rate and expected dividend yield as follows:

  50. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  51. FISCAL 2024 SUMMARY COMPENSATION TABLE

    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, 2024, 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 closing stock price are as follows:

  52. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  53. FISCAL 2024 SUMMARY COMPENSATION TABLE

    The number of RSUs and PRUSs granted to each NEO during 2024 is detailed in the Grants of Plan Based Awards Table. (4) Amounts represent the payouts earned for the relevant period under our STI program. For more information on this program, see “Compensation Components—Annual Short-Term Cash Incentive Compensation.” (5) Amounts reflect Mr. Darling’s annual in-service distribution of $2,227 less 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 2024 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. Mr. Darling’s 2023 and 2022 reported amounts have been updated as they inadvertently included negative amounts to reflect decreases in his accumulated benefits. For each of fiscal 2022 and 2023, the actuarial present value of Mr. Darling’s pension benefits decreased by $5,273 and $3,755, respectively (after giving effect to his annual in-service distributions of $2,227). (6) 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 did not reimburse any executive for tax liability incurred in connection with any perquisite.

  54. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  55. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 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, 2024.

  56. FISCAL 2024 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 | | $103,125 | $825,000 | $1,237,500 | | | | | | | | | 3/21/24 | | | | TSR PRSU | 9,738 | 19,476 | 38,952 | | $2,681,845 | | | 3/21/24 | | | | 3YR RSU | | | | 19,477 | $1,750,008 | | Samuel R. Rubio | | $50,000 | $400,000 | $600,000 | | | | | | | | | 3/21/24 | | | | TSR PRSU | 2,782 | 5,564 | 11,128 | | $766,163 | | | 3/21/24 | | | | 3YR RSU | | | | 5,565 | $500,015 | | David E. Darling | | $56,250 | $450,000 | $675,000 | | | | | | | | | 3/21/24 | | | | TSR PRSU | 3,478 | 6,956 | 13,912 | | $957,841 | | | 3/21/24 | | | | 3YR RSU | | | | 6,956 | $624,997 | | Daniel A. Hudson | | $41,250 | $330,000 | $495,000 | | | | | | | | | 3/21/24 | | | | TSR PRSU | 2,365 | 4,730 | 9,460 | | $651,321 | | | 3/21/24 | | | | 3YR RSU | | | | 4,730 | $424,991 | | Piers D. Middleton | | $49,884 | $398,750 | $598,125 | | | | | | | | | 1/2/24 | | | | 2YR RSU | | | | 10,000 | $702,100 | | | 3/21/24 | | | | TSR PRSU | 1,391 | 2,782 | 5,564 | | $383,081 | | | 3/21/24 | | | | 3YR RSU | | | | 2,782 | $249,963 |

  57. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) These columns show the possible cash incentive payouts for each NEO for fiscal year 2024 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 2024 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For information about the 2024 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 30th percentile relative TSR performance threshold set forth in the TSR PRSU award agreement, which would be 50th percentile of the target number of shares. “Target” represents the number of shares deliverable on achievement of the target 60th percentile 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) Except for the grant on January 2, 2024, to Mr. Middleton that vests 50% per year on January 2, 2025 and 2026, represents a grant of RSUs that vest one-third per year on March 22, 2025, 2026, and 2027, 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 $137.70 per share, multiplied by the “target” number of PRSUs. See also footnote (3) to the Fiscal 2024 Summary Compensation Table.

  58. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table details all outstanding equity awards held by our named executives as of December 31, 2024.

  59. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

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

  60. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    (1) Based on trending performance as of December 31, 2025, amounts represent (a) 175% payout, or above target, for the TSR PRSUs granted on March 16, 2023 that vest on December 31, 2025, and (b) 100% payout, or at target, for the TSR PRSUs granted on March 21, 2024 that vest on December 31, 2026. The PRSUs 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. (2) The market value of all reported stock awards is based on the closing price of our common stock on December 31, 2024, as reported on the NYSE, which was $54.71 per share. (3) Reflects RSUs that vest in three equal installments on each anniversary of the grant date. (4) Reflects RSUs that vest in three equal installments on March 22, 2024, 2025 and 2026. (5) Reflects RSUs that vest in three equal installments on March 22, 2025, 2026 and 2027. Reflects RSUs that vest in two equal installments on January 2, 2025 and 2026.

  61. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2024 The following table sets forth information regarding all stock awards that vested during fiscal 2024 for each of our named executives.

  62. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2024

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

  63. OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2024

    (1) On March 22, 2024, Mr. Kneen exercised 603,756 options for an aggregate exercise price of $6,919,440. The exercise was a “net exercise” resulting in the Company withholding an aggregate of 284,346 shares for payment of the exercise price and tax withholdings. (2) The value realized upon the vesting of the stock awards is determined by multiplying the number of shares of stock by the closing price of the stock on the vesting date.

  64. FISCAL 2024 PENSION BENEFITS

    FISCAL 2024 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.

  65. FISCAL 2024 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 | 13 | 30,463 | 2,227 |

  66. FISCAL 2024 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, 2024. 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.

  67. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION

    FISCAL 2024 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.

  68. 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. We previously entered into combined severance and change in control agreements with each of our named executives, which are described in the CD&A—Compensation Components subsection entitled, “Severance and Change of Control 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. 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, 2024. Accordingly, the table reflects amounts payable to our named executives as of December 31, 2024, 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) aggregate cash severance payments 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) a pro rata bonus for the year of termination; (3) a 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) would 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, Rubio and Middleton would be entitled to receive (1) aggregate cash severance payments 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) a pro rata bonus for the year of termination; (3) a 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) would 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, and two times for any Executive 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, and 24 months for any Executive Vice President) rather than continued coverage; and • outplacement assistance, not to exceed $25,000.

  69. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The Severance and Change of Control Agreements do 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.

  70. Estimated Payments on Termination or Change in Control

    Estimated Payments on Termination or Change in Control

  71. Estimated Payments on Termination or Change in Control

    | Event | Kneen | Rubio | Darling | Hudson | Middleton | | Death or Disability | | | | | | | Accelerated vesting of Equity Awards(1) | $7,833,432.51 | $2,256,732.79 | $2,408,990.72 | $2,012,397.93 | $1,525,205.38 | | Subtotal–Termination-Related Benefits | $7,833,432.51 | $2,256,732.79 | $2,408,990.72 | $2,012,397.93 | $1,525,205.38 | | Annual incentive for full fiscal year | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Total | $8,509,932.51 | $2,584,732.79 | $2,777,990.72 | $2,282,997.93 | $1,852,180.38 | | Termination without Cause or with Good Reason | | | | | | | Accelerated vesting of Equity Awards(2) | $5,256,099.12 | $1,405,773.45 | $1,431,104.18 | $1,287,381.01 | $791,817.83 | | Cash severance payment(3) | $3,150,000.00 | $1,200,000.00 | $1,350,000.00 | $1,005,000.00 | $1,245,000.00 | | Additional benefits(4) | $46,300.08 | $24,368.58 | $22,759.20 | $34,725.06 | $12,183.84 | | Subtotal–Termination-Related Benefits | $8,452,399.20 | $2,630,142.03 | $2,803,863.38 | $2,327,106.07 | $2,049,001.67 | | Annual incentive for full fiscal year | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Total | $9,128,899.20 | $2,958,142.03 | $3,172,863.38 | $2,597,706.07 | $2,375,976.67 | | All Other Terminations (outside of Change in Control) | | | | | | | Annual incentive for full fiscal year | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Total | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Change in Control (no termination) | | | | | | | Annual incentive for full fiscal year | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Total | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Change in Control with Termination | | | | | | | Accelerated vesting of Equity Awards(1) | $7,833,432.51 | $2,256,732.79 | $2,408,990.72 | $2,012,397.93 | $1,525,205.38 | | Cash severance payment(5) | $4,725,000.00 | $1,600,000.00 | $1,800,000.00 | $1,340,000.00 | $1,660,000.00 | | Additional benefits(6) | $94,450.12 | $57,491.44 | $55,345.60 | $71,300.08 | $41,245.12 | | Subtotal–Termination-Related Benefits | $12,652,882.63 | $3,914,224.23 | $4,264,336.32 | $3,423,698.01 | $3,226,450.50 | | Annual incentive for full fiscal year | $676,500.00 | $328,000.00 | $369,000.00 | $270,600.00 | $326,975.00 | | Total | $13,329,382.63 | $4,242,224.23 | $4,633,336.32 | $3,694,298.01 | $3,553,425.50 |

  72. Estimated Payments on Termination or Change in Control

    (1) Accelerated vesting of all time-based RSUs and performance-based RSUs, assuming target performance on any performance-based RSUs. Under their Severance and Change of Control Agreements, each of Messrs. Kneen, Rubio, Darling, Hudson and Middleton would be entitled to acceleration of all time-based RSUs scheduled to vest in the next 12 months and to keep any performance-based RSUs with potential of vesting within 12 months of December 31, 2024, which would include: 43,959 PRSUs granted to Mr. Kneen, 6,280 PRSUs granted to each of Messrs. Darling and Rubio, and 5,337 PRSUs granted to Mr. Hudson for the performance period ending December 31, 2025. 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, Hudson, and Middleton would be entitled to a cash severance payment in the amount of 1.5 times his (x) base salary plus (y) target bonus. (4) Includes the value of COBRA continuation coverage for specified number of months (24 months for Mr. Kneen and 18 months for each of Messrs. Rubio, Darling, Hudson, and Middleton), based on the officer’s current benefit elections. (5) 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, Hudson, and Middleton 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, Hudson, and Middleton), 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.

  73. 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, 2024: • 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 $47,380; • the annual total compensation of our CEO (as reported in the Summary Compensation Table) was $5,870,091; and • based on this information, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation is 124 to 1. To calculate the 2024 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. 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.

  74. 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. Amounts reflected in the tables below for prior years have been updated to reflect the updated 2022 and 2023 values reported in the Summary Compensation Table, as discussed in notes 3 and 5 thereto, and to correct for inadvertent errors in calculating the equity award adjustments of previously awarded stock options and PRSU’s. As discussed in the CD&A above, our C&HC 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 41.

  75. 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) | FCF(8) | | 2024 | $5,870,091 | $688,325 | $2,048,207 | $1,114,659 | $284 | $102 | $179.0 | $331.0 | | 2023 | $4,959,672 | $24,642,586 | $1,783,291 | $5,401,625 | $374 | $115 | $95.6 | $111.3 | | 2022 | $5,544,038 | $21,686,644 | $1,631,338 | $4,320,311 | $191 | $113 | $(22) | $50.6 | | 2021 | $3,023,513 | $3,857,366 | $1,307,744 | $1,312,016 | $56 | $70 | $(129.0) | $52.2 | | 2020 | $2,923,216 | $2,571,345 | $843,539 | $603,951 | $45 | $58 | $(196.2) | $52.7 |

  76. 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:

  77. PAY VS. PERFORMANCE

    | Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | CAP to CEO | | 2024 | $5,870,091 | $4,431,854 | $(749,912) | $688,325 | | 2023 | $4,959,672 | $4,213,910 | $23,896,824 | $24,642,586 | | 2022 | $5,544,038 | $4,388,939 | $20,531,545 | $21,686,644 | | 2021 | $3,023,513 | $2,055,123 | $2,888,976 | $3,857,366 | | 2020 | $2,923,216 | $1,702,106 | $1,350,235 | $2,571,345 |

  78. 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:

  79. 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 | | 2024 | $2,311,077 | $(516,823) | $(2,544,166) | — | $(749,912) | | 2023 | $8,695,530 | $2,130,069 | $13,071,244 | — | $23,896,824 | | 2022 | $9,714,190 | $2,679,394 | $8,137,961 | — | $20,531,545 | | 2021 | $1,961,826 | $569,161 | $357,989 | — | $2,888,976 | | 2020 | $2,553,882 | $(476,839) | $(726,808) | — | $1,350,235 |

  80. 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 include Messrs. Rubio, Darling and Hudson and include Mr. Middleton for fiscal year 2024 only. (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:

  81. 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 Adjustment for Pension Plan Amounts | Average CAP to Other NEOs | | 2024 | $2,048,207 | $1,315,117 | $381,698 | $128 | $1,114,659 | | 2023 | $1,783,291 | $1,046,689 | $4,665,203 | — | $5,401,625 | | 2022 | $1,631,338 | $957,944 | $3,646,918 | — | $4,320,311 | | 2021 | $1,307,744 | $747,198 | $750,637 | $(833) | $1,312,016 | | 2020 | $843,539 | $155,509 | $(82,900) | $(1,180) | $603,951 |

  82. 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:

  83. 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 | | 2024 | $731,038 | $159,357 | $(508,697) | — | $381,698 | | 2023 | $2,040,461 | $285,925 | $2,338,817 | — | $4,665,203 | | 2022 | $2,010,857 | $350,783 | $1,285,278 | — | $3,646,918 | | 2021 | $629,127 | $72,700 | $48,810 | — | $750,637 | | 2020 | $259,381 | $(173,640) | $(168,640) | — | $(82,900) |

  84. 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. (6) Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2024, 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, 2024. (7) The dollar amounts reported represent the amount of net income reflected in Tidewater’s audited financial statements for the applicable year. (8) For a reconciliation of net cash provided by operating activities to free cash flow, see Appendix A hereto and in our other proxy statements for years 2021-2024.

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

    Compensation Actually Paid vs. TSR (TDW & Peers)

  86. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  87. Compensation Actually Paid vs. Free Cash Flow

    Compensation Actually Paid vs. Free Cash Flow