DEF 14A of SEACOR Marine Holdings Inc.
Filed Apr 18, 2024 · FY20230001193125-24-100813
Compensation Committee
| • | reviewing director compensation at least annually, in consultation with the Nominating and Corporate Governance Committee when appropriate, and recommending any changes to the Board for approval; |
Nominating and Corporate Governance Committee
| • | recommending changes in director compensation in consultation with the Compensation Committee when appropriate; |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS The Board has nominated the people listed below for election as directors, each to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. Although not anticipated, if any of the nominees becomes unavailable for any reason, the Board in its discretion may designate a substitute nominee. If a stockholder has filled out the accompanying proxy card, that stockholder’s vote will be cast for the substitute nominee. The following table sets forth information with respect to each nominee for election as a director as of the date of this Proxy Statement:
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | | Andrew R. Morse(1)(2)(3) | 78 | Non-Executive Chairman of the Board | May 2017 | | John Gellert | 54 | President, Chief Executive Officer | June 2017 | | R. Christopher Regan(1)(2)(3) | 69 | Director | May 2017 | | Julie Persily(1)(2)(3) | 58 | Director | April 2018 | | Alfredo Miguel Bejos | 45 | Director | June 2019 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| (1) Member of the Compensation Committee. |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| (2) Member of the Nominating and Corporate Governance Committee. |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| (3) Member of the Audit Committee. |
Standing Director Nominees
Standing Director Nominees Andrew R. Morse has been a member of the Board since his appointment in May 2017 and has served as Non-Executive Chairman of the Board since June 2021. Mr. Morse served on the SEACOR Holdings board of directors from June 1998 to May 2017. Mr. Morse has been a managing director and senior portfolio manager of Morse, Towey and White, a wealth management unit of High Tower Advisors Inc., a Chicago-based firm of investment advisors since July 31, 2010. In addition, Mr. Morse served on the board of directors and on the audit committee of High Tower Advisors Inc. from July 31, 2010, until January 2018. Mr. Morse was a managing director and senior portfolio manager of UBS Financial Services, Inc., from October 2001 until July 2010. Mr. Morse was senior vice president-investments of Salomon Smith Barney Inc. of New York, an investment banking firm, and Smith Barney Inc., its predecessor, from March 1993 to October 2001. Mr. Morse sits on numerous philanthropic boards and is treasurer of the American Committee of the Weizmann Institute of Science. Mr. Morse served as a director of Seabulk International, Inc., both before and following its merger with SEACOR Holdings in July 2005 until March 2006. In December 2015, Mr. Morse became a member of the board of managers of KGP Realty, a private residential property management company. We believe that Mr. Morse’s deep experience in wealth management and corporate finance provides a valuable resource to the Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Morse’s finance experience through advising high net worth individuals and investment entities adds a valuable perspective to the Board. In addition, foreign governments have sought his experience on international corporate finance with respect to issues such as complex energy crisis management and other significant matters of public policy related to our business. John Gellert has served as the Company’s President and Chief Executive Officer and as a member of the Board since June 1, 2017. Prior to the spin-off of the Company from SEACOR Holdings on June 1, 2017 (the “Spin-off”), Mr. Gellert served as the co-chief operating officer of SEACOR Holdings since February 23, 2015, and president of SEACOR Holdings’ Offshore Marine Services segment since July 2005. Mr. Gellert also held various financial, analytical, chartering and marketing roles with SEACOR Holdings since June 1992. Mr. Gellert is an officer and director of certain Company subsidiaries. Mr. Gellert serves as a member of the executive committee of International Support Vessel Owners Association, a member of the board of directors of Offshore Marine Service Association, a member of the executive council at Cohesive Capital Management, L.P., and previously served as president of the National Ocean Industries Association. Mr. Gellert graduated from Harvard College. We believe that as the Company’s Chief Executive Officer, Mr. Gellert provides valuable insight to the Board on the Company’s day-to-day operations. In addition, Mr. Gellert’s long tenure with the Company allows him to provide valuable insight to the Board about the competitive dynamics of our industry. R. Christopher Regan has been a member of the Board since his appointment in May 2017. Mr. Regan served on the SEACOR Holdings board of directors from September 7, 2005 to May 2017. Mr. Regan is co-founder and, since March 2002, managing director, of The Chartis Group, a management consultancy group offering strategic, operational, risk management, governance and compliance advice to U.S. healthcare providers, suppliers and payers. Prior to co-founding The Chartis Group in 2001, Mr. Regan served from March 2001 to December 2001 as president of H-Works, a healthcare management consulting firm and a division of The Advisory Board Company. From January 2000 through December 2000, Mr. Regan served as senior vice president of Channelpoint, Inc., a healthcare information services company. Mr. Regan also serves as a trustee of Hamilton College. We believe that Mr. Regan’s experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board’s breadth of experience. This knowledge also provides significant value to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Julie Persily has been a member of the Board since her appointment in April 2018. Since 2013, Ms. Persily has served on the board of directors of Investcorp Credit Management BDC, Inc., a NASDAQ listed business development company that invests in middle market companies, and as a member of its audit and nominating committees and as chair of its compensation and valuation committees. Since 2017, Ms. Persily has served on the board of directors of Runway Growth Finance Corp., a NASDAQ listed business development company that provides secured loans to early-stage growth and venture-backed companies in the U.S., and as chair of its audit committee, and member of its nominating and corporate governance committee and compensation committee. Since 2023, Ms. Persily has served on the board of directors of StepStone Private Credit Fund LLC, a non-exchange traded business development company that invests in various credit-related strategies, and as a member of its audit and nominating and corporate governance committees. Ms. Persily has a deep breadth of experience in the finance and capital market industries, having held various roles at Citigroup for nearly 10 years, including serving as the co-head of Citigroup’s leveraged finance group for over two years and head of acquisition finance prior thereto. Ms. Persily also formerly served as co-head of Leveraged Finance and Capital Markets at Nomura Securities. Ms. Persily holds a BA in Economics and Psychology from Columbia College and an MBA in Finance and Accounting from Columbia Business School. We believe Ms. Persily’s experience and relationships in the financial sector, as well as her knowledge and understanding of corporate governance matters, adds to the Board’s deep bench of experience, and serves as an asset to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Alfredo Miguel Bejos has been a member of the Board since June 11, 2019. Mr. Miguel has been president and chief executive officer of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”) since 2012 and executive president of Helicópteros Bell de México, S. de R.L. de C.V. since 2009. Mr. Miguel has extensive finance experience having held various positions in the finance area of Banco Santander Mexico from 2000 until 2002. Mr. Miguel has served as an independent member of several boards of directors, including current memberships on the boards of the airline Volaris and Pure Leasing, positions which he has held since 2006. Mr. Miguel is also a member of the Customer Advisory Panel at Bell Helicopter, a leading company in helicopter manufacturing. Mr. Miguel holds a BA from Universidad Iberoamericana. We believe that Mr. Miguel’s industry experience, specifically his extensive experience in the maritime aspects of the international energy and infrastructure sector, as well as his broad knowledge gained from serving on multiple boards of directors in the transportation industry will add a diverse perspective to the Board.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The Compensation Committee, in consultation with the Nominating and Corporate Governance Committee, when appropriate, evaluates the status of Board compensation in relation to comparable U.S. companies (in terms of size, business sector, etc.) and reports findings and recommendations to the Board, including recommendations for approval of changes to compensation. Directors who are also employees of the Company receive no remuneration by reason of such directorship and are not compensated for attending meetings of the Board or standing committees thereof. Non-employee directors are paid an annual cash retainer of $75,000 and such directors are also eligible to participate in the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan that is administered by the Compensation Committee (the “2022 Plan,” together with any other equity incentive plans of the Company, the “SEACOR Marine Equity Incentive Plans”). Upon the recommendation of the Compensation Committee, beginning in June of 2022, the Board made adjustments to non-employee director compensation to increase the annual cash retainer from $50,000 to $75,000, and all equity grants made to non-employee directors in 2022 were comprised of grants of restricted shares of Common Stock subject to a 1-year vesting period. In 2021 and other prior years, non-employee directors received a portion of their annual equity grants in the form of immediately vested unrestricted shares of Common Stock. Historically, annual equity awards are granted to non-employee directors in June of each year. To account for the significant volatility in the Company’s stock price, particularly over the last several years, in a way that was equitable to both directors and stockholders alike, for purposes of calculating the number of restricted shares of Common Stock granted to the non-employee directors, the Compensation Committee determined it was appropriate to use a trailing 60-day volume weighted average closing price (“VWAP”) of the Company’s stock price for purposes of calculating the number of restricted stock awards to be granted. A trailing 60-day VWAP of the Company’s stock price was also used for the purpose of calculating the number of restricted shares granted to NEOs in March 2023. Because the Company’s closing stock price on the grant date had increased above the trailing 60-day VWAP of the Company’s stock price used for purposes of the calculation of restricted stock awards to non-employee directors, the number of restricted shares of Common Stock granted to the non-employee directors in respect of their 2023 annual equity grant ended up being higher than it would have been had the closing price on the grant date been used. Use of a trailing 60-day VWAP is intended to smooth out volatility, understanding that, for any given year, the calculation of the number of restricted stock awards may be higher or lower than it would have been had the closing price on the grant date been used. On June 6, 2023, upon the recommendation of the Compensation Committee, including with respect to the methodology described above for the calculation of the number of equity awards granted, the Board granted each non-employee director an annual equity award with a grant date fair value of $102,355, comprised of 10,912 restricted shares of Common Stock. As Non-Executive Chairman, Mr. Morse was granted an annual equity award with a grant date fair value of $46,328, comprised of 4,939 restricted shares of Common Stock. In addition, the Board determined that each non-employee director serving on a committee of the Board be compensated for such service as follows: (i) each committee member of the Audit Committee was granted an annual equity award with a grant date fair value of $11,584, comprised of 1,235 restricted shares of Common Stock (with the exception of Mr. Morse, who was granted an annual equity award with a grant date fair value of $23,169, comprised of 2,470 restricted shares of Common Stock as the chairperson of the Audit Committee), (ii) each committee member of the Compensation Committee was granted an annual equity award with a grant date fair value of $11,584, comprised of 1,235 restricted shares of Common Stock (with the exception of Mr. Regan, who was granted an annual equity award with a grant date fair value of $23,169, comprised of 2,470 restricted shares of Common Stock as the chairperson of the Compensation Committee), and (iii) each committee member of the Nominating and Corporate Governance Committee was granted an annual equity award with a grant date fair value of $5,797, comprised of restricted 618 shares of Common Stock (with the exception of Mr. Regan, who was granted an annual equity award with a grant date fair value of $11,584, comprised of 1,235 restricted shares of Common Stock as the chairperson of the Nominating and Corporate Governance Committee). The restricted shares of Common Stock vest on the earlier of (i) the date of the 2024 annual meeting of stockholders of the Company, and (ii) June 6, 2024.
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2023. Mr. Gellert does not receive any compensation for his service on the Board.
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| Name | Fees earned or paid in cash(4) ($) | Stock Awards(5) ($) | Total ($) | | Andrew R. Morse(1)(2)(3)(6) | 75,000 | 189,232 | 264,232 | | R. Christopher Regan(1)(2)(3)(7) | 75,000 | 148,692 | 223,692 | | Julie Persily(1)(2)(3)(8) | 75,000 | 131,320 | 206,320 | | Alfredo Miguel(9) | 75,000 | 102,355 | 177,355 |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (1) Member of the Compensation Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (2) Member of the Nominating and Corporate Governance Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (3) Member of the Audit Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (4) For 2023, non-employee directors earned $32,055 in respect of service from January 1, 2023 through June 5, 2023, and $42,945 in respect of the period beginning June 6, 2023 and ending December 31, 2023. The amount of cash fees shown in the table above reflects the total amount of cash retainer fees earned in respect of 2023, without regard to when such amount(s) were paid. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (5) On June 6, 2023, upon the recommendation of the Compensation Committee, the Board granted each non-employee director 10,912 restricted shares of the Company’s Common Stock, subject to a vesting period ending on the earlier of (i) the date of the 2024 annual meeting of stockholders of the Company, and (ii) June 6, 2024, having a grant date fair value of $102,355. As Non-Executive Chairman, Mr. Morse was granted 4,939 restricted shares of Common Stock having a grant date fair value of $46,328. In addition, each non-employee director serving on a committee of the Board received compensation as follows: (i) each committee member of the Audit Committee was granted 1,235 restricted shares of Common Stock having a grant date fair value of $11,584 (with the exception of Mr. Morse, who was granted 2,470 restricted shares of Common Stock having a grant date fair value of $23,169 as the chairperson of the Audit Committee), (ii) each committee member of the Compensation Committee was granted 1,235 restricted shares of Common Stock having a grant date fair value of $11,584 (with the exception of Mr. Regan, who was granted 2,470 restricted shares of Common Stock having a grant date fair value of $23,169 as the chairperson of the Compensation Committee), and (iii) each committee member of the Nominating and Corporate Governance Committee was granted 618 restricted shares of Common Stock having a grant date fair value of $5,797 (with the exception of Mr. Regan, who was granted 1,235 restricted shares of Common Stock having a grant date fair value of $11,584 as the chairperson of the Nominating and Corporate Governance Committee). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Note 14 of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (6) As of December 31, 2023, Mr. Morse held (i) 46,838 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable, and (ii) 20,174 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (7) As of December 31, 2023, Mr. Regan held (i) 46,838 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable, and (ii) 15,852 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (8) As of December 31, 2023, Ms. Persily held (i) 30,138 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable, and (ii) 14,000 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date. |
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (9) As of December 31, 2023, Mr. Miguel held (i) 23,925 outstanding options to acquire shares of the Company’s Common Stock, all of which were exercisable, and (ii) 10,912 shares of restricted stock that will vest on the earlier of (x) the date of the 2024 annual meeting of stockholders of the Company and (y) June 6, 2024, subject to continued service until such date. |
Summary of 2023 Compensation Elements
| • | Three-Year Vesting of Time-Based Equity Awards. A portion of each NEO’s long-term incentive grant for 2023 was delivered in the form of restricted shares that vest ratably over three years, subject to the NEO remaining employed by the Company on the applicable vesting date. |
Summary of 2023 Compensation Elements
| • | Performance Restricted Stock Units. A portion of each NEO’s long-term incentive grant for 2023 was delivered in the form of performance restricted stock units (“PRSUs”). These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date. Earned PRSUs (if any) will not be settled until the third anniversary of the grant date, subject to the executive remaining employed by the Company on such date. |
Summary of 2023 Compensation Elements
| • | Deferred 40% of Annual Bonuses. 40% of each NEO’s annual bonus is deferred to subsequent years, with 20% of bonuses awarded in respect of 2023 to be paid in the first quarter of 2025 and the remaining 20% to be paid in the first quarter of 2026, subject in each case to the continued employment of the NEO. The remaining 60% was paid in March 2024. |
Summary of 2023 Compensation Elements
| • | No Tax Gross-ups. The Company does not have any contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change in control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. |
Summary of 2023 Compensation Elements
| • | Double-Trigger / Performance Vesting. Time-based awards under the SEACOR Marine Equity Incentive Plans contain a so-called “double-trigger” vesting provision, which generally provides that awards will not |
Summary of 2023 Compensation Elements
| be accelerated upon a change in control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the SEACOR Marine Equity Incentive Plans, and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change in control. The award agreements for performance-based awards under the SEACOR Marine Equity Incentive Plans generally provide that, in the event of a change in control of the Company that occurs prior to the end of the completion of a three-year performance period, (i) any PRSUs that have been earned based on stock price performance (as measured during such performance period but prior to the change in control) will become vested as of the change in control, and (ii) any other PRSUs will be eligible to vest upon the change in control based on the value of the per share consideration received by the Company’s shareholders in relation to the applicable share price hurdles, with any PRSUs that do not become vested based on the foregoing being forfeited for no consideration. |
Summary of 2023 Compensation Elements
| • | No Change in Control Agreements with NEOs. Although the Executive Employment Agreements (described below) contain double-trigger severance protections in connection with a change in control, we do not maintain standalone change in control agreements with our NEOs. |
Market Information
Market Information The Compensation Committee reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. In 2023, the Compensation Committee retained Lyons, Benenson & Company Inc. (“LB&Co”) to undertake a review of the peer group to be used for competitive compensation analysis for the executive officers and the independent, non-employee directors of the Company. LB&Co’s assessment included a review of the existing compensation peer group used by the Compensation Committee to understand whether any of the companies included in this group no longer provided appropriate comparison for the Company, as well as an assessment of potential new peers based on relevant industry classifications and selected financial data. Based on the recommendation of LB&Co, the Compensation Committee made the following changes to its compensation peer group: (i) added Diamond Offshore Drilling, Inc., Dorian LPG Ltd., International Seaways, Inc., and Overseas Shipholding Group, Inc., and (ii) removed Archrock, Inc., RPC, Inc., and TETRA Technologies, Inc. Accordingly, the companies with similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include Bristow Group Inc., Diamond Offshore Drilling, Inc., Dorian LPG Ltd., Dril-Quip, Inc., Forum Energy Technologies, Inc., Gulf Island Fabrication, Inc., Helix Energy Solutions Group, Inc., International Seaways, Inc., Newpark Resources, Inc., Oil States International, Inc., Overseas Shipholding Group, Inc. and Tidewater Inc. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels in relation to the compensation paid by peer companies.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any compensation consultant, as well as any independent legal, financial or other advisors, as it deems necessary. For fiscal year 2023, the Compensation Committee elected to continue to retain LB&Co as its independent compensation consultant. LB&Co has acted as an independent compensation consultant to the Compensation Committee since 2017 and has assisted the Compensation Committee by providing research and analyses related to peer company data and related market practices as they pertain to executive and independent non-employee director compensation. Prior to the retention of LB&Co, the Compensation Committee evaluated LB&Co’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Compensation Committee concluded that LB&Co is independent and that its work for the Compensation Committee does not raise any conflicts of interest.
Role of Compensation Committee
| • | market comparisons for cash and equity compensation; |
Role of Compensation Committee
| • | compensation summaries for each executive that total the dollar value of all compensation-related programs, including annual salary, annual bonus, long-term compensation, and other benefits; and |
Role of Compensation Committee
| • | target bonus opportunities included in each executive’s employment agreement. |
Annual Bonus
Annual Bonus The Compensation Committee continues to review the compensation practices employed by comparable companies in order to assist it in enhancing the design of an annual bonus program. Given the continued volatility in the Company’s stock price as well as commodity prices supporting the Company’s business, it was not realistic for the Compensation Committee to meaningfully design a formulaic annual bonus program for 2023. Following the end of 2023, the Compensation Committee determined that it was appropriate to award cash bonuses to the Named Executive Officers in respect of 2023 performance, after taking into consideration the following factors: (i) the individual contributions of the Named Executive Officers during 2023, including with respect to strategic initiatives, and (ii) the need to retain the Named Executive Officers given their collective industry knowledge and historical knowledge of the Company generally. After taking these factors into account, in early 2023 the Compensation Committee approved the payment of cash bonuses as follows: $750,000, $625,000, $525,000 and $450,000 for each of Mr. Gellert, Mr. Llorca, Mr. Everett and Mr. Rossmiller, respectively. 60% of such cash bonuses was paid in March 2024, and 20% of such cash bonuses will be paid in the first quarter of 2025 and 2026, respectively, subject in each case to the continued employment of the Named Executive Officer. In the event that an NEO’s employment is terminated without “Cause” or an NEO resigns for “Good Reason” or upon the occurrence of a “Change in Control” (as such terms are defined in the applicable NEO’s employment agreement), then any unpaid portion of the 2023 annual cash bonus will be paid out in connection with such event.
Long-term Incentives
Long-term Incentives The SEACOR Marine Equity Incentive Plans authorize the Compensation Committee to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining the Company and its affiliates’ directors, employees and certain consultants, and providing those directors, employees and consultants with incentive opportunities and rewards for superior performance. The types of awards under the SEACOR Marine Equity Incentive Plans may include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. The Compensation Committee established an equity-based compensation program for the Company in order to align the interests of senior employees with the Company’s long-term growth. In general, equity grants are made on dates previously established by the Compensation Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards. In March 2023, the Compensation Committee approved restricted stock and PRSU awards to the Named Executive Officers. The Compensation Committee introduced PRSUs to its long-term equity program in 2019 in order to better align the Named Executive Officers’ interests with the Company’s stock price by tying the vesting of such awards directly to stock price appreciation, and the Compensation Committee continued this practice in 2023. The restricted stock awards vest ratably over three years beginning on March 4, 2024, subject to continued employment on each applicable vesting date, with exceptions for certain involuntary terminations. The PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date, provided that any earned PRSUs will not vest and be settled until the third anniversary of the grant date. In order for earned PRSUs to vest and be settled, the executive must remain employed by the Company on the third anniversary of the grant date, subject to exceptions for certain involuntary termination events that occur prior to the vesting date. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. The Compensation Committee did not approve any other equity awards to the Named Executive Officers during 2023. Pursuant to the applicable award agreements, the restricted stock and PRSU awards vest subject to the executive’s continued employment with the Company on the applicable vesting date, subject to accelerated vesting upon the executive’s death or qualified retirement or upon termination by the Company without “Cause” (including for disability). Upon any such acceleration event, PRSUs that have been earned with respect to the stock price goal(s) will be settled on the third anniversary of the grant date, without regard to the executive’s employment with the Company as of such date. The grant date fair value of the restricted stock and PRSU awards granted to each Named Executive Officer in 2023 is set forth in the table below:
Long-term Incentives
| Named Executive Officer | John Gellert ($) | Jesús Llorca ($) | Andrew H. Everett II ($) | Gregory Rossmiller ($) | | Grant Date Fair Value of Restricted Shares | 1,517,577 | 1,222,499 | 632,342 | 590,188 | | Grant Date Fair Value of PRSUs | 372,440 | 300,032 | 155,177 | 144,855 |
Long-term Incentives
In determining the applicable target value of restricted stock and PRSU awards, the Compensation Committee considered, among other factors, prior-year Company and individual performance, employee retention and incentives, and volatility in the Company’s stock price and the impact this volatility has on the tangible value of the NEOs’ equity awards. Given the significant volatility in the Company’s stock price in the months prior to the expected grant date of the 2023 awards, the Compensation Committee determined that it would be appropriate to use a 60-day VWAP of the Company’s stock price for purposes of calculating the number of restricted stock and PRSU awards granted. For example, on the day the March 2023 awards were granted, the closing price of our common stock was $10.37, and the 60-day VWAP was $10.01. Given the Compensation Committee had previously decided to use a 60-day VWAP, the Compensation Committee determined it would not be appropriate to change its methodology based on the increased price on or around the grant date, because the Compensation Committee’s intent when it determined to use a 60-day VWAP was to smooth out potential stock price volatility. The grant date fair values of the Restricted Shares and PRSUs reflect the fact that the number of awards granted was based on a lower stock price (therefore yielding a greater number of Restricted Shares and PRSUs than would have otherwise been granted had the closing stock price on the grant date been used), and this number of shares is then multiplied by the closing stock price on the grant date (or otherwise incorporated into the Monte Carlo simulation with respect to the PRSUs), in order to calculate the grant date fair value from a financial reporting perspective. However, it is important to note that the grant date fair values reported in this Proxy Statement do not necessarily correlate to the value realized by the NEOs, because the value ultimately realized from these awards will be based on (i) satisfaction of the underlying vesting conditions, and (ii) the Company’s stock price when such awards vest. Performance Results of 2020 PRSUs. On February 8, 2023, the PRSUs granted in 2020 were forfeited and terminated upon determination of the Compensation Committee that none of the stock price performance goals were capable of being satisfied for the required 60 consecutive trading days prior to the last day of the three-year performance period. Performance Results of 2021 PRSUs. On March 12, 2024, 100% of the PRSUs granted in 2021 were determined to have been achieved based on stock price performance during 2021-2023, and were settled in accordance with their terms.
Clawback Policy
Clawback Policy The award agreements applicable to any stock options, restricted stock and PRSU awards granted to the Named Executive Officers in years 2017 through 2024 provide that the shares of Common Stock underlying such awards are subject to recoupment under any existing clawback policy or any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or other applicable laws. The Compensation Committee adopted a Clawback Policy intended to comply with the listing requirements of the NYSE. The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation “received” (i.e., earned) by the covered officers during the three fiscal years that precede the date on which the Company determines it is required to prepare a “Big R” or “little r” accounting restatement. The Clawback Policy applies to those current and former officers who are subject to Section 16(a) of the Exchange Act, and applies to incentive-based compensation (i.e., compensation that is earned in whole or in part based on the attainment of financial performance measures). A copy of the Clawback Policy is included as an exhibit in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024.
Equity Grant Practices
Equity Grant Practices The Compensation Committee seeks to approve grants of equity-based awards on or about the same time each year and does not time equity grants to coincide with the release of material non-public information. In recent years, the Compensation Committee has adopted a practice of using a multi-day, VWAP in order to calculate the number of equity-based awards to be made to our NEOs. The Compensation Committee believes that using a VWAP price, rather than a single-day closing price, mitigates the impact that stock volatility could potentially have on the number of awards granted.
Employment Agreements; Change in Control Provisions
Employment Agreements; Change in Control Provisions Each of the NEOs are party to an employment agreement with the Company, the terms of which are described in the “Employment Contracts/Termination of Employment/Change in Control” section of this Proxy Statement (the “Executive Employment Agreements”). Although the Executive Employment Agreements contain double-trigger severance protections in the event of a “Change in Control,” the Company does not maintain standalone change in control agreements with our NEOs. Time-based awards under the SEACOR Marine Equity Incentive Plans contain a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a change in control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the SEACOR Marine Equity Incentive Plans, and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change in control. The award agreements for performance-based awards under the SEACOR Marine Equity Incentive Plans generally provide that, in the event of a change in control of the Company that occurs prior to the end of the completion of a 3-year performance period, (i) any PRSUs that have been earned based on stock price performance (as measured during such performance period but prior to the change in control) will become vested as of the change in control, and (ii) any other PRSUs will be eligible to vest upon the change in control based on the value of the per share consideration received by the Company’s shareholders in relation to the applicable share price hurdles, with any PRSUs that do not become vested based on the foregoing being forfeited for no consideration.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect of the fiscal years ended December 31, 2023, 2022 and 2021:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | John Gellert | 2023 | 600,000 | 750,000 | 1,890,017 | 13,200 | 3,253,217 | | President and Chief Executive | 2022 | 600,000 | 600,000 | 1,544,907 | 10,675 | 2,755,582 | | Officer | 2021 | 450,000 | 450,000 | 1,696,974 | 5,800 | 2,602,774 | | Jesús Llorca | 2023 | 375,000 | 625,000 | 1,522,531 | 13,200 | 2,535,731 | | Executive Vice President and | 2022 | 375,000 | 500,000 | 1,193,785 | 10,675 | 2,079,460 | | Chief Financial Officer | 2021 | 300,000 | 400,000 | 1,131,316 | 5,800 | 1,837,116 | | Andrew H. Everett II | 2023 | 325,000 | 525,000 | 787,519 | 13,200 | 1,650,719 | | Senior Vice President, General | 2022 | 325,000 | 400,000 | 526,676 | 10,675 | 1,262,351 | | Counsel and Secretary | 2021 | 275,000 | 350,000 | 522,152 | 5,800 | 1,152,952 | | Gregory Rossmiller | 2023 | 325,000 | 450,000 | 735,043 | 13,200 | 1,523,243 | | Senior Vice President and | 2022 | 325,000 | 350,000 | 526,676 | 10,675 | 1,212,351 | | Chief Accounting Officer | 2021 | 292,000 | 300,000 | 522,152 | 5,800 | 1,119,952 |
SUMMARY COMPENSATION TABLE
| (1) The amounts shown for 2021, 2022 and 2023 represent cash bonuses awarded in 2022, 2023 and 2024, respectively. 60% of the cash bonus in respect of 2021 was paid in April 2022, 20% was paid in April 2023, and the remaining 20% of such cash bonus was paid in March 2024. 60% of the cash bonus in respect of 2022 was paid in April 2023, 20% was paid in March 2024, and the remaining 20% of such cash bonus will be paid in the first quarter of 2025, subject in each case to the continued employment of the Named Executive Officer. 60% of the cash bonus in respect of 2023 was paid in March 2024, and 20% of such cash bonus will be paid in the first quarter of 2025 and 2026, respectively, subject in each case to the continued employment of the Named Executive Officer. In the event that an NEO’s employment is terminated without “Cause” or an NEO resigns for “Good Reason” or upon the occurrence of a “Change in Control” (as such terms are defined the applicable NEO’s employment agreement), then any unpaid portion of the 2022 and 2023 annual bonus will be paid out in connection with such event. |
SUMMARY COMPENSATION TABLE
| (2) The dollar amount of restricted stock and PRSUs set forth in this column reflects the aggregate grant date fair value of restricted stock and PRSU awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. The grant date fair value of each PRSU award was determined based on a Monte Carlo simulation of the specified stock price performance goals for each tranche the PRSUs, volatility of the Company’s Common Stock, a risk-free rate and a performance measurement period of three years. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2021 are set forth in Note 16 of the Consolidated Financial Statements included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on March 10, 2022. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2022 are set forth in Note 17 of the Consolidated Financial Statements included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 6, 2023. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2023 are set forth in Note 14 of the Consolidated Financial Statements included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024. |
SUMMARY COMPENSATION TABLE
| (3) For Messrs. Gellert, Llorca, Everett and Rossmiller, this amount represents the Company’s matching contributions under the Company’s tax-qualified 401(k) savings plan. |
GRANTS OF PLAN-BASED AWARDS TABLE
GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information on grants of awards under any plan to the Company’s Named Executive Officers in the fiscal year ended December 31, 2023:
GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Award(1) | Approval Date | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards Target(2) (#) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | John Gellert | Restricted Stock | 3/2/23 | 3/7/23 | — | 146,343 | 1,517,577 | | | PRSUs | 3/2/23 | 3/7/23 | 47,810 | — | 372,440 | | Jesús Llorca | Restricted Stock | 3/2/23 | 3/7/23 | — | 117,888 | 1,222,499 | | | PRSUs | 3/2/23 | 3/7/23 | 38,515 | — | 300,032 | | Andrew H. Everett II | Restricted Stock | 3/2/23 | 3/7/23 | — | 60,978 | 632,342 | | | PRSUs | 3/2/23 | 3/7/23 | 19,920 | — | 155,177 | | Gregory Rossmiller | Restricted Stock | 3/2/23 | 3/7/23 | — | 56,913 | 590,188 | | | PRSUs | 3/2/23 | 3/7/23 | 18,595 | — | 144,855 |
GRANTS OF PLAN-BASED AWARDS TABLE
| (1) All awards are granted under the 2022 Plan. |
GRANTS OF PLAN-BASED AWARDS TABLE
| (2) Minimum and maximum future payout columns are excluded as the PRSUs consist of only a single estimated payout, which is reported in the target payout column. The PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on the grant date, provided that any earned PRSUs will not vest and be settled until the third anniversary of the grant date. In order for earned PRSUs to vest and be settled, the executive must remain employed by the Company on the third anniversary of the grant date, subject to accelerated vesting upon the executive’s death or qualified retirement or upon termination by the Company without “Cause” (including for disability). Upon any such acceleration event, PRSUs that have been earned with respect to the stock price goal(s) will be settled on the third anniversary of the grant date, without regard to the executive’s employment with the Company as of such date. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. |
GRANTS OF PLAN-BASED AWARDS TABLE
| (3) The restricted stock awards vest ratably over three years beginning on March 4, 2024. The restricted stock awards vest subject to the executive’s continued employment with the Company on the applicable vesting date, subject to accelerated vesting upon the executive’s death or qualified retirement or upon termination by the Company without “Cause” (including for disability). |
GRANTS OF PLAN-BASED AWARDS TABLE
| (4) The dollar amount of restricted stock and PRSUs set forth in this column reflects the aggregate grant date fair value of restricted stock and PRSU awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. The grant date fair value of each PRSU award was determined based on a Monte Carlo simulation of the specified stock price performance goals for each tranche the PRSUs, volatility of the Company’s Common Stock, a risk-free rate and a performance measurement period of three years. Discussion of the policies and assumptions used in the calculation of the grant date fair value of the restricted stock and PRSUs granted during 2023 are set forth in Note 14 of the Consolidated Financial Statements included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023) The following table sets forth certain information with respect to outstanding equity awards at December 31, 2023, held by the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (8) ($) | | John Gellert | | | | | | | | | | | 150,000 | — | 12.50 | 11/22/2027 | 82,803(1) | 1,042,490 | 51,315(5) | 646,056 | | | 10,000 | — | 22.04 | 4/24/2028 | 141,366(2) | 1,779,798 | 58,905(6) | 741,614 | | | 10,000 | — | 22.95 | 4/24/2028 | 146,343(3) | 1,842,458 | 47,810(7) | 601,928 | | | 10,000 | — | 22.38 | 4/24/2028 | — | — | — | — | | | 10,000 | — | 11.76 | 4/24/2028 | — | — | — | — | | | 8,750 | — | 13.28 | 4/16/2029 | — | — | — | — | | | 8,750 | — | 14.31 | 4/16/2029 | — | — | — | — | | | 8,750 | — | 13.98 | 4/16/2029 | — | — | — | — | | | 8,750 | — | 13.22 | 4/16/2029 | — | — | — | — | | | 8,750 | — | 6.97 | 3/5/2030 | — | — | — | — | | | 26,250 | — | 4.39 | 3/5/2030 | — | — | — | — | | Jesús Llorca | | | | | | | | | | | 75,000 | — | 12.50 | 11/22/2027 | 55,202(1) | 694,993 | 34,210(5) | 430,704 | | | 6,250 | — | 22.04 | 4/24/2028 | 109,238(2) | 1,375,306 | 45,515(6) | 573,034 | | | 6,250 | — | 22.95 | 4/24/2028 | 117,888(3) | 1,484,210 | 38,515(7) | 484,904 | | | 6,250 | — | 22.38 | 4/24/2028 | — | — | — | — | | | 6,250 | — | 11.76 | 4/24/2028 | — | — | — | — | | | 6,250 | — | 13.28 | 4/16/2029 | — | — | — | — | | | 6,250 | — | 14.31 | 4/16/2029 | — | — | — | — | | | 6,250 | — | 13.98 | 4/16/2029 | — | — | — | — | | | 6,250 | — | 13.22 | 4/16/2029 | — | — | — | — | | | 6,250 | — | 6.97 | 3/5/2030 | — | — | — | — | | | 18,750 | — | 4.39 | 3/5/2030 | — | — | — | — | | Andrew H. Everett II | | | | | | | | | | | 35,000 | — | 15.79 | 1/22/2028 | 25,478(1) | 320,768 | 15,790(5) | 198,796 | | | 2,500 | — | 22.04 | 4/24/2028 | 48,194(2) | 606,762 | 20,080(6) | 252,807 | | | 2,500 | — | 22.95 | 4/24/2028 | 60,978(3) | 767,713 | 19,920(7) | 250,793 | | | 2,500 | — | 22.38 | 4/24/2028 | — | — | — | — | | | 2,500 | — | 11.76 | 4/24/2028 | — | — | — | — | | | 3,750 | — | 13.28 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 14.31 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 13.98 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 13.22 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 6.97 | 3/5/2030 | — | — | — | — | | | 11,250 | — | 4.39 | 3/5/2030 | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (8) ($) | | Gregory Rossmiller | | | | | | | | | | | 25,000 | — | 22.04 | 4/24/2028 | 25,478(1) | 320,768 | 15,790(5) | 198,796 | | | 3,750 | — | 13.28 | 4/16/2029 | 48,194(2) | 606,762 | 20,080(6) | 252,807 | | | 3,750 | — | 14.31 | 4/16/2029 | 56,913(3) | 716,535 | 18,595(7) | 234,111 | | | 3,750 | — | 13.98 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 13.22 | 4/16/2029 | — | — | — | — | | | 3,750 | — | 6.97 | 3/5/2030 | — | — | — | — | | | 11,250 | — | 4.39 | 3/5/2030 | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (1) These restricted shares vested on March 4, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (2) These restricted shares vest in equal installments on March 4 of 2024 and 2025, assuming continued employment with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (3) These restricted shares vest in equal installments on March 4 of 2024, 2025 and 2026, assuming continued employment with the Company on the applicable vesting date, subject to earlier vesting in connection with certain involuntary termination events. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (4) The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59. December 29, 2023 was the last market trading day in the fiscal year 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (5) These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 12, 2021, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $3.98, $4.53, $5.11, $5.69 and $6.24, respectively. As of December 31, 2023, the stock price performance goals were satisfied for all tranches of these PRSUs. On March 12, 2024, these PRSUs were settled by delivery of shares of Common Stock to the grantee in accordance with the terms of such PRSUs. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (6) These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 11, 2022, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $5.02, $5.72, $6.45, |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| $7.19 and $7.88, respectively. As of December 31, 2023, the stock price performance goals were satisfied for all tranches of these PRSUs. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (7) These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three-year performance period beginning on March 7, 2023, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. As of December 31, 2023, none of the stock price performance goals were satisfied for these PRSUs. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2023)
| (8) The amounts set forth in this column equal the number of PRSUs indicated multiplied by the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59. December 29, 2023 was the last market trading day in the fiscal year 2023. |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information with respect to all vesting of stock during the fiscal year ended December 31, 2023 for the Company’s Named Executive Officers. No stock options were exercised during the fiscal year ended December 31, 2023.
OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | John Gellert | 177,086 | 1,822,215 | | Jesús Llorca | 124,821 | 1,284,408 | | Andrew H. Everett II | 56,575 | 582,157 | | Gregory Rossmiller | 56,575 | 582,157 |
OPTION EXERCISES AND STOCK VESTED
| (1) The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting. The number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations. |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL The following table sets forth the potential payments and the acceleration of stock options, restricted stock and PRSUs upon the termination of employment of the employee, or the occurrence of a “Change in Control,” in each case, as of December 31, 2023.
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| Name | Termination for Cause or Resignation without Good Reason(1) ($) | Termination without Cause or Resignation for Good Reason ($) | Death or Qualified Retirement ($) | Disability(1) ($) | Change in Control(2) ($) | | John Gellert | | | | | | | Severance Payments(3) | — | 1,233,321 | — | — | 1,233,321 | | Annual Incentive(4) | — | 1,020,000 | — | — | 1,020,000 | | Stock Options(5) | — | — | — | — | — | | Restricted Stock(6) | — | 4,664,746 | 4,664,746 | 4,664,746 | 4,664,746 | | PRSUs(7) | — | 1,387,670 | 1,387,670 | 1,387,670 | 1,387,670 | | TOTAL | — | 8,305,737 | 6,052,416 | 6,052,416 | 8,305,737 | | Jesús Llorca | | | | | | | Severance Payments(3) | — | 685,406 | — | — | 685,406 | | Annual Incentive(4) | — | 858,333 | — | — | 858,333 | | Stock Options(5) | — | — | — | — | — | | Restricted Stock(6) | — | 3,554,510 | 3,554,510 | 3,554,510 | 3,554,510 | | PRSUs(7) | — | 1,003,738 | 1,003,738 | 1,003,738 | 1,003,738 | | TOTAL | — | 6,101,987 | 4,558,248 | 4,558,248 | 6,101,987 | | Andrew H. Everett II | | | | | | | Severance Payments(3) | — | 512,491 | — | — | 512,491 | | Annual Incentive(4) | — | 715,000 | — | — | 715,000 | | Stock Options(5) | — | — | — | — | — | | Restricted Stock(6) | — | 1,695,244 | 1,695,244 | 1,695,244 | 1,695,244 | | PRSUs(7) | — | 451,603 | 451,603 | 451,603 | 451,603 | | TOTAL | — | 3,374,338 | 2,146,847 | 2,146,847 | 3,374,338 | | Gregory Rossmiller | | | | | | | Severance Payments (3) | — | 512,491 | — | — | 512,491 | | Annual Incentive(4) | — | 616,667 | — | — | 616,667 | | Stock Options(5) | — | — | — | — | — | | Restricted Stock(6) | — | 1,644,065 | 1,644,065 | 1,644,065 | 1,644,065 | | PRSUs(7) | — | 451,603 | 451,603 | 451,603 | 451,603 | | TOTAL | — | 3,224,826 | 2,095,668 | 2,095,668 | 3,224,826 |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (1) Pursuant to the terms of each NEO’s employment agreement, if the NEO’s employment terminates as a result of disability or if the NEO resigns without “Good Reason,” the Company may elect to pay a certain amount of severance in exchange for the NEO agreeing not to compete for a period of six months. As this election is solely in the discretion of the Company, such payments are not included in the table above. |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (2) As the Company’s equity awards, as well as each NEO’s employment, provide for double-trigger change in control provisions, the dollar amount in this column is based on the assumption that a change in control occurs that is subsequently followed by an involuntary termination of the NEO. |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (3) Pursuant to the terms of each NEO’s employment agreement, the dollar amount in this row reflects the amount to paid to the NEO based on a multiple of such NEO’s annual base salary as well as the amount to be paid in respect of a certain period of health benefits. |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (4) The Annual Incentive dollar amount in this row reflects (i) pursuant to the terms of each NEO’s employment agreement, the average annual cash bonus of such NEO in respect of 2021, 2022 and 2023, and (ii) the remaining annual installments of the annual cash bonus previously earned in respect of 2022 and 2023 as described above. |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (5) As of December 31, 2023, there were no unvested stock options held by any NEO that would accelerate upon the death, disability, qualified retirement or termination without “Cause” of the employee, or, assuming no replacement awards were provided, upon the occurrence of a “Change in Control.” |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (6) The dollar amount in this row reflects the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59, for unvested shares of the Company’s Common Stock that would accelerate upon the death, disability, qualified retirement or termination without “Cause” of the employee, or, assuming no replacement awards were provided, upon the occurrence of a “Change in Control.” |
POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL
| (7) The dollar amount in this row reflects the closing price of the Company’s Common Stock on December 29, 2023, which was $12.59, for each PRSU that is earned as of such date based on the specified stock price performance goal of such tranche of PRSUs and that would accelerate upon the death, disability, qualified retirement or termination without “Cause” of the employee or upon the occurrence of a “Change in Control.” As of December 29, 2023, the stock price performance goals of $3.98, $4.53, $5.11, $5.69 and $6.24 were satisfied for each tranche of the PRSUs granted in 2021, and the stock performance goals of $5.02, $5.72, $6.45, $7.19 and $7.88 were satisfied for each tranche of the PRSUs granted in 2022 and no other PRSUs were earned. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (5) ($) | Net (Loss) Income (6) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 3,253,217 | 5,015,116 | 1,903,231 | 2,746,633 | 465 | (9,314,000.00) | | 2022 | 2,755,582 | 5,568,170 | 1,518,054 | 2,779,848 | 338 | (71,650,000.00) | | 2021 | 2,602,774 | 2,132,673 | 1,370,007 | 1,161,032 | 125 | 33,136,000.00 |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Gellert (our Chief Executive Officer (PEO)) for each corresponding year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Gellert, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gellert during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Gellert’s total compensation for each year to determine the “compensation actually paid”: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,253,217 | (1,890,017) | 3,651,916 | 5,015,116 | | 2022 | 2,755,582 | (1,544,907) | 4,357,495 | 5,568,170 | | 2021 | 2,602,774 | (1,696,974) | 1,226,873 | 2,132,673 |
PAY VERSUS PERFORMANCE
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. There were no “Option Awards” granted in respect of the applicable years. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year, (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 2,287,569 | 1,162,270 | — | 220,957 | (18,880) | — | 3,651,916 | | 2022 | 2,466,623 | 1,519,469 | — | 371,404 | — | — | 4,357,495 | | 2021 | 963,641 | 37,725 | — | 225,507 | — | — | 1,226,873 |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Gellert) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts for each of 2021, 2022 and 2023 were Jesús Llorca, Andrew H. Everett II and Gregory Rossmiller. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Gellert), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Gellert) for each year to determine the “compensation actually paid,” using the same methodology described above in Note (2)(b): |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments (a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,903,231 | (1,015,031) | 1,858,433 | 2,746,633 | | 2022 | 1,518,054 | (749,046) | 2,010,839 | 2,779,848 | | 2021 | 1,370,007 | (725,207) | 516,232 | 1,161,032 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 1,228,536 | 537,073 | — | 100,558 | (7,733) | — | 1,858,433 | | 2022 | 1,195,936 | 652,639 | — | 162,264 | — | — | 2,010,839 | | 2021 | 411,815 | 19,061 | — | 85,356 | — | — | 516,232 |
PAY VERSUS PERFORMANCE
| (5) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The “measurement period” is the period beginning at the measurement point established by the market close on the last trading day before fiscal year 2021, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. |
PAY VERSUS PERFORMANCE
| (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid vs. Cumulative Total Shareholder Return (“TSR”) Compensation Actually Paid vs. Net Income
Related Party Transactions Policy
| • | any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K; and |