tdw20210511_def14a.htm

DEF 14A 1 tdw20210511_def14a.htm FORM DEF 14A tdw20210511_def14a.htm

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Rule 14a-12

Tidewater Inc.

(Name of Registrant as Specified In Its Charter)

(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

May 12, 2021

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Tidewater Inc., which will be held on June 8, 2021 at 10:00 a.m., Central Time. Due to the public health concerns of the COVID-19 pandemic and to support the health and well-being of our directors, employees, and stockholders, the annual meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the annual meeting, submit your questions and vote online during the annual meeting by visiting https://www.cesonlineservices.com/tdw21_vm. There will be no physical in-person meeting; however, we hope you will join us virtually. Please see the enclosed Notice of Annual Meeting for details.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be conducted at the meeting. Our directors and officers will be present at the meeting to respond to your questions.

You are requested to vote by proxy as promptly as possible. You may vote by telephone or online, or, if you have received a paper copy of our proxy materials, you may vote by signing, dating, and returning the enclosed proxy card in the envelope provided. If you attend the virtual meeting, which we hope that you will, you may vote at the virtual meeting even if you previously voted by proxy.

	Sincerely,

	LARRY T. RIGDON
	Chairman of the Board

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2021 Annual Meeting of Stockholders of Tidewater Inc. (the “company” or “Tidewater”) will be held on June 8, 2021 at 10:00 a.m., Central Time. Due to the public health concerns of the COVID-19 pandemic and to support the health and well-being of our directors, employees, and stockholders, the annual meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. To attend the annual meeting, go to https://www.cesonlineservices.com/tdw21_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/tdw21_vm by 10:00 a.m., Central Time, on June 7, 2021. Upon pre-registering, we encourage you to join the meeting beginning 30 minutes before the start time to ensure you can connect. A list of stockholders entitled to vote will be available at the meeting website during the meeting. The annual meeting will be held for the following purposes:

●

to elect eight (8) directors, each for a one-year term;

●

to approve the 2021 Stock Incentive Plan;

●

to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

●

to ratify the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

●

to transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 12, 2021 are entitled to notice of, and to vote at, the 2021 annual meeting. Our board of directors unanimously recommends that you vote FOR each of the eight (8) director nominees, FOR approval of the 2021 Stock Incentive Plan, FOR approval of our executive compensation, and FOR ratification of our selection of PricewaterhouseCoopers LLP as our auditors.

Your vote is extremely important. We request that you vote your shares by voting your BLUE proxy card. Even if you own only a few shares, we want your voice to be represented at the meeting. If you are unable to attend the meeting and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our Secretary at any time before the 2021 annual meeting, by timely delivering a proxy bearing a later date, or by voting at the meeting.

By Order of the Board of Directors

DANIEL A. HUDSON

Executive Vice President,

General Counsel, and Secretary

Houston, Texas

May 12, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
OUR PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON JUNE 8, 2021.

This proxy statement and our 2020 annual report on Form 10-K are available at
http://www.viewproxy.com/TDW/2021

TABLE OF CONTENTS

PROXY SUMMARY	1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	13

SECURITY OWNERSHIP OF MANAGEMENT	15

Proposal 1: ELECTION OF DIRECTORS	17

INFORMATION REGARDING EXECUTIVE OFFICERS	27

CORPORATE GOVERNANCE	28

BOARD OF DIRECTORS	31

COMPOSITION AND ROLE OF BOARD COMMITTEES	33

DIRECTOR COMPENSATION	36

2020 DIRECTOR COMPENSATION TABLE	36

proposal 2: APPROVAL OF THE 2021 Stock incentive plan	39

EQUITY COMPENSATION PLAN INFORMATION	50

proposal 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)	51

COMPENSATION DISCUSSION AND ANALYSIS	52

COMPENSATION COMMITTEE REPORT	68

FISCAL 2020 SUMMARY COMPENSATION TABLE	69

FISCAL 2020 GRANTS OF PLAN-BASED AWARDS	70

OUTSTANDING EQUITY AWARDS AT 2020 Fiscal Year END	72

OpTION EXERCISES AND STOCK AWARDS vested in Fiscal Year 2020	73

FISCAL 2020 PENSION BENEFITS	73

FISCAL 2020 NON-QUALIFIED DEFERRED COMPENSATION	74

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	74

Pay ratio disclosure	78

PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	79

AUDIT COMMITTEE REPORT	81

Independent Registered public accounting firm	83

STOCKHOLDER PROPOSALS	84

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	85

OTHER MATTERS	85

EXHIBIT A – 2021 STOCK INCENTIVE PLAN	A-1

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

PROXY STATEMENT

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement but does not contain all of the information that you should consider before voting your shares. We recommend that you read the entire proxy statement carefully before voting. For complete information regarding the 2021 annual meeting of stockholders, the proposals to be voted on at the annual meeting, and our company’s performance during the 2020 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2020. These materials are being made available to stockholders on or about May 12, 2021.

2020 Annual Meeting of Stockholders

Time and Date: 10:00 a.m., Central Time, Tuesday, June 8, 2021

Place: Online at https://www.cesonlineservices.com/tdw21_vm

Record Date: April 12, 2021

Voting: Only stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

2020 and Recent Company Performance Highlights (page 52)

●

Successful Realization of Business Combination Synergies. Since the completion of our business combination with GulfMark Offshore, Inc. (“GulfMark”) in November 2018, we have high-graded our fleet and achieved material cost savings. In addition, we substantially outperformed our cost reduction targets and have reduced our ongoing general and administrative expense levels to below Tidewater’s standalone levels prior to the business combination. Since the business combination, we disposed of 104 vessels that had no viable future economic contribution to the company for proceeds of approximately $97 million. Also, the current cost structure of the combined Tidewater and GulfMark is 33% less than the cost structure of Tidewater on a stand-alone basis immediately prior to the business combination. We are also continuously evaluating strategic opportunities and executing on our corporate strategy, including driving industry consolidation. This has already been demonstrated through Tidewater’s fleet optimization and opportunistic acquisition of assets on attractive terms that fit well into our fleet.

●

Maintained Sector-Leading Balance Sheet Strength. We maintained our sector-leading financial profile and low net debt position by carefully managing our balance sheet and being conservative with respect to capital expenditures. We have reduced long-term debt by over $250 million, eliminating excessive negative interest carry and improving the balance sheet. In the fourth quarter of 2020, we completed a consent solicitation of the holders of our 8.00% senior secured notes due 2022 that, among other things, resulted in reducing certain operational restrictions, loosening certain financial covenants and substantially lowering risk of noncompliance. Also, at the same time, we completed a cash tender offer to purchase up to $50,000,000 principal amount of the said outstanding notes.

●

Capital Discipline Focus, including Fleet Rationalization, Continue to Improve Cash Flow from Operations (“CFFO”). Capital discipline remains a core focus for Tidewater and our ongoing fleet rationalization, working capital management and disciplined approach to capital expenditures all contribute significantly to our ability to generate positive cash flow. We continue to implement a variety of cost-control initiatives, including reductions to vessel operating costs, reductions in worldwide staffing levels, targeted reductions in compensation expense, consolidation of offices globally, changes to our insurance program, improved management of vessel repair and maintenance and other cost control measures. Furthermore, we continued to lead our sector in selling stacked vessels into peripheral markets and recycling yards in 2020 and we intend to continue these initiatives in 2021 and into 2022. We have moved our vessel operating footprint away from less profitable areas such as Brazil and Nigeria and focused on more profitable geographic areas such as Trinidad and Suriname to improve shareholder returns. Also, we have implemented a significant digital transformation of the Company to enable a much more effective and efficient management of the entire business. We have generated $53 million of CFFO in 2020 despite the industry and the COVID-19 pandemic-related challenges.

●

We Remain an Industry Leader in Safety Performance. Importantly, Tidewater’s initiatives to streamline its operating platform did not reduce our high standard of operations, and we achieved our best record in personnel safety in the company’s history, with zero loss time incidents and a Total Recordable Incident Rate (“TRIR”) of 0.34 in 2020. Our safety performance positively impacted our financial results, contributing to significant reductions in our insurance and loss reserves in 2020. We also believe that our clients value our strong safety record, giving us a competitive advantage that is reflected in higher customer and business retention and our ability to secure new contracts for our vessels.

●

Shareholder Value Creation and Improvements on Corporate Governance Matters. Over the past two years, the board has streamlined and improved the company’s organizational, reporting, and cost structure, and has taken decisive actions to put Tidewater on a firm course for success and shareholder value-creation. These actions include:

Decreasing, by 30%, the size of the board from ten to seven members.

Reducing, by 50%, the number of vice president and above-level positions including eliminating eight executive positions.

Adding a new world-class CEO, and assigning seasoned offshore vessel industry individuals into the remaining executive positions.

Reconstituting all board committees, including replacing the chairman of the board, the chairman of the nominating and corporate governance committee, and the chairman of the compensation committee.

Particularly, in 2020, we have improved gender, racial and skill diversity of our board as well as environmental, social and governance (“ESG”) policies across numerous areas of the company.

Although we continue to work towards our goal of sustainable positive free cash flow (“FCF”), we do expect our business operations in 2021 to be negatively impacted by the reduction in demand for hydrocarbons resulting from the response to the COVID-19 pandemic. In 2020, the reduction in demand for hydrocarbons compounded by a global over-supply of oil resulted in an unprecedented decline in the price of oil, which resulted in our primary customers, the oil and gas companies, making material reductions to their planned spending on offshore projects, compounding the effect of the virus on offshore operations.

As the full impact of these factors to our operating environment continues to play out, our team remains dedicated to monitoring, adapting to and mitigating the effects on our business. Ensuring the health and safety of our employees and maintaining our strong balance sheet and liquidity will remain our key priorities.

Executive Compensation Highlights (page 54)

What We Do		What We Don’t Do
+	Performance-Based Short-Term Incentives. We typically award short-term incentive (“STI”) compensation tied to key financial, safety and individual performance metrics.	X	No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving company securities.
+	Risk Mitigation. Our compensation plans are designed to mitigate risk exposure through caps on the maximum level of short-term incentives, clawback provisions, multiple performance metrics and board of directors and management processes to identify and address risk.	X	No Single Trigger Change of Control Benefits. While each of our officers is party to a change of control agreement, we do not provide any single-trigger change of control benefits (including automatic acceleration of equity awards).
+	Robust Stock Ownership Guidelines. We require our directors and executive officers to hold stock and full value equity interests at substantial levels. Each executive or director has a five-year period from his or her appointment to come into compliance with these guidelines.	X	No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers.
+	Independent Consultant. The compensation committee has its own independent executive compensation consultant. The consultant reports directly to the committee and does not provide any services to management.	X	Limited Executive Perquisites. We offer our executives very few perquisites that are not generally available to all employees.

Agenda and Voting Recommendations

Proposal	Description	Board Vote Recommendation	Page
1	Election of directors	FOR each nominee listed on the BLUE proxy card enclosed herein	17
2	Approval of 2021 Stock Incentive Plan	FOR	39
3	Advisory vote on executive compensation	FOR	51
4	Ratification of selection of independent registered public accounting firm	FOR	79

WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD.

Director Nominee Highlights (20)

You are being asked to vote on the election of the eight (8) director nominees listed in the table below for election at the 2021 annual meeting.

Name	Age	Director Since	Principal Occupation	Independent	Board Committees
Dick Fagerstal	60	2017	Executive Chairman of Global Marine Group	Yes	Audit (chair) Nominating & Corporate Governance

Quintin V. Kneen	55	2019	President and Chief Executive Officer of Tidewater Inc.	No

Louis A. Raspino	68	2018	Former Chairman of Clarion Offshore Partners	Yes	Compensation (chair) Audit

Larry T. Rigdon	73	2017	Chairman of the Board of Tidewater Inc.	Yes

Robert E. Robotti	67	N/A	President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	Yes	N/A

Kenneth H. Traub	60	2018	Managing Member of the General Partner of Delta Value Group, LLC	Yes	Nominating & Corporate Governance (chair) Compensation

Lois K. Zabrocky	51	2020	President, Chief Executive Officer, and Director of International Seaways, Inc.	Yes	Audit Compensation

Darron M. Anderson	52	2020	President, Chief Executive Officer, and Director of Ranger Energy Services, LLC	Yes	Audit Nominating & Corporate Governance

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:	Why am I receiving these proxy materials?

Our board of directors (our “board”) is soliciting your proxy to vote at our 2021 annual meeting because you owned shares of our common stock at the close of business on April 12, 2021, the record date for the meeting, and are entitled to vote those shares at the meeting. This proxy statement, along with a blue proxy card or a voting instruction form, is being mailed to certain stockholders and will be available online at http://www.viewproxy.com/TDW/2021 beginning May 12, 2021. This proxy statement summarizes information relevant to your vote on the matters that will be considered at the annual meeting. You do not need to attend the annual meeting to vote your shares.

Q:	How do I get electronic access to the proxy materials?

A:	Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2020 are available at http://www.viewproxy.com/TDW/2021 and on our website at www.tdw.com under “SEC Filings” in the “Investor Relations” section.

Q:	On what matters will I be asked to vote?

A:	At the annual meeting, our stockholders will be asked:

●

to elect eight (8) directors for a one-year term;

●

to approve the 2021 Stock Incentive Plan;

●

to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

●

to ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year 2021; and

●

to consider any other matter that properly comes before the meeting.

Whether or not you plan to attend the annual meeting, we urge you to vote as soon as possible using the enclosed BLUE proxy card. Please see “How do I vote?” below for more information on how to vote.

Q:	When and where will the meeting be held?

The meeting will be held on June 8, 2021 at 10:00 a.m., Central Time. Due to the public health concerns of the COVID-19 pandemic and to support the health and well-being of our directors, employees, and stockholders, the annual meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the annual meeting, submit your questions and vote online during the annual meeting by visiting https://www.cesonlineservices.com/tdw21_vm. There will be no physical in-person meeting. See “How can I attend the meeting?” below regarding how to attend the meeting.

Q:	How can I attend the meeting?

If you are a stockholder of record or beneficial owner of common stock holding shares on April 12, 2021, the record date, you may attend the meeting by visiting https://www.cesonlineservices.com/tdw21_vm.

In order to attend the virtual meeting, you will need to pre-register by 10:00 a.m., Central Time, on June 7, 2021. To pre-register for the meeting, please follow these instructions:

Registered Stockholders

Stockholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website https://www.cesonlineservices.com/tdw21_vm. Please have your proxy card, or Notice, containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 10:00 a.m., Central Time, on June 7, 2021.

Beneficial Stockholders

Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website https://www.cesonlineservices.com/tdw21_vm.

Please have your Voting Instruction Form, Notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 10:00 a.m., Central Time, on June 7, 2021.

Q:	What if I have technical difficulties during the meeting?

If you encounter any difficulties accessing the virtual meeting during meeting time, please call the technical support number that will be listed in the reminder email you will receive the evening before the meeting. Please be sure to check in by 9:30 a.m., Central Time, on June 8, 2021, the day of the annual meeting, so we may address any technical difficulties before the annual meeting live webcast begins.

Q:	How do I ask a question at the meeting?

We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual annual meeting as they would at an in-person meeting. The virtual format allows stockholders to communicate with us during the meeting so they can ask questions of our board of directors or management. Stockholder questions may be submitted in the field provided in the meeting website during the meeting. During the question-and-answer session, we will answer questions submitted to the extent relevant to the business of the meeting and as time permits.

Q:	What if I can’t attend the meeting?

You do not need to attend the meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to attend the meeting, we urge stockholders to vote and submit their proxy in advance of the meeting by one of the methods described in the proxy materials. A replay of the meeting, including the questions answered during the meeting, will be available at investor.tdw.com within 24 hours of the meeting.

Q:	Who is soliciting my proxy?

Our board, on behalf of the company, is soliciting your proxy to vote your shares on all matters that you are entitled to vote at our 2021 annual meeting of stockholders. By completing and returning the proxy card or voting instruction form, or by casting your vote by phone or online, you are authorizing the proxy holder designated by the board to vote your shares of common stock at our annual meeting in accordance with your instructions.

We also have hired Alliance Advisors, LLC (“Alliance Advisors”), a proxy solicitation firm, to assist us in soliciting proxies. The company will be responsible for the full cost of Alliance Advisors’ services. Alliance Advisors will solicit proxies on behalf of the company from individuals, brokers, bank nominees and other institutional holders in the same manner described above. The fees that will be paid to Alliance Advisors are anticipated to be approximately $54,000. The company has also agreed to indemnify Alliance Advisors against certain claims.

Q:	How many votes may I cast?

With respect to any matter properly presented for a stockholder vote, other than the election of directors, you may cast one vote for every share of our common stock that you owned on the record date. With respect to the election of directors, for every share of common stock that you held on the record date, you may cast one vote for each director nominee.

Q:	What is the total number of votes that can be cast by all stockholders?

A:	On the record date, we had 40,731,777 shares of common stock outstanding, each of which was entitled to one vote per share.

Q:	I hold warrants to purchase shares of common stock. Am I allowed to vote my warrants?

A:	No. A holder of warrants to purchase shares of our common stock does not have any rights as a stockholder, including voting rights, unless and until those warrants are exercised and exchanged for shares of our common stock.

Q:	How many shares must be present to hold the meeting?

Our bylaws provide that the presence at the meeting, whether in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote constitutes a “quorum,” which is required to hold the meeting. On the record date, 20,365,889 shares constituted a majority of our outstanding stock entitled to vote at the meeting.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	If your shares are registered in your name with our transfer agent, Computershare, you are the “stockholder of record” with respect to those shares and we have sent the Notice and/or proxy materials directly to you.

If your shares are held on your behalf in a stock brokerage account or by a bank or other nominee, you are the “beneficial owner” of shares held in a “street name” and the Notice and/or proxy materials have been forwarded to you by your broker, bank, or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to instruct your broker, bank, or nominee as to how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting by telephone or the internet.

Q:	How do I vote?

A:	You may vote using any of the following methods:

●

Blue proxy card or voting instruction form: If your shares are registered in your name and you received a printed copy of our proxy materials, you may vote your shares by completing, signing, and dating the proxy card and then returning it in the enclosed prepaid envelope. If your shares are held in a street name by a broker, bank, or other nominee, that entity should have provided you with a voting instruction form that will set forth the procedures you should follow to cast your vote.

●

By telephone or online: If your shares are registered in your name, you may also vote by telephone by calling 1-866-804-9616 or online at www.aalvote.com by following the instructions at that site. The availability of telephone and online voting for beneficial owners whose shares are held in street name will depend on the voting procedures adopted by your broker, bank, or nominee. Therefore, we recommend that you follow the instructions in the materials they have provided to you.

●

At the annual meeting: You may also vote at the annual meeting using the online ballot that will be available during the meeting. If you are a beneficial owner and want to attend and also vote in person at the Annual Meeting will need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the organization that holds your shares giving you the right to vote your shares in person at the Annual Meeting and by presenting it with your online ballot during the meeting. For information about attending the meeting, please see “How can I attend the meeting?” above.

Q:	Once I deliver my proxy, can I revoke or change my vote?

Yes. You may revoke or change your proxy at any time before it is voted at the meeting by delivering a written revocation notice to our Secretary or by delivering an executed replacement proxy by the voting deadline. In addition, if you vote at the meeting, you will revoke any prior proxy. Your attendance alone at the annual meeting will not be enough to revoke your proxy.

Q:	Can my shares be voted if I do not return the proxy card and do not attend the meeting?

If you hold shares in a street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal that your broker does not have discretionary authority to vote (a “broker non-vote”). Brokers, banks, and other nominees generally only have discretionary authority to vote without instructions from beneficial owners on the ratification of the appointment of an independent registered public accounting firm; they do not have authority to vote in the absence of instructions from beneficial owners on any other matter proposed in this proxy statement.

Shares represented by proxies that include broker non-votes on a given proposal will be considered present at the meeting for purposes of determining a quorum, but those shares will not be considered to be represented at the meeting for purposes of calculating the vote with respect to that proposal.

If you do not vote shares registered in your name, your shares will not be voted. However, the proxy agent may vote your shares if you execute and return a blank or incomplete proxy card (see “What happens if I return a proxy card without voting instructions?” below regarding record holders).

Q:	What happens if I return a proxy card without voting instructions?

If you properly execute and return a proxy or voting instruction form, your stock will be voted as you specify.

If you are a stockholder of record and you execute and return a blank or incomplete proxy card without voting instructions, the proxy agent will vote your shares (i) FOR each of the eight (8) director nominees, (ii) FOR the 2021 Stock Incentive Plan, (iii) FOR the say-on-pay vote, and (iv) FOR the ratification of the selection of PwC as our independent registered public accounting firm for fiscal 2021.

If you are a beneficial owner of shares and do not give voting instructions to your broker, bank, or nominee, your broker, bank, or nominee will be entitled to vote your shares only with respect to the ratification of the appointment of PwC as our independent registered public accounting firm.

Q:	How does Tidewater recommend I vote on each proposal? What vote is required to approve each proposal? What effect do abstentions and broker non-votes have on each proposal?

A:	The following chart explains what your voting options are with regard to each matter proposed for a vote at the annual meeting, how we recommend that you vote, what vote is required for that proposal to be approved, and how abstentions and broker non-votes affect the outcome of that vote.

Proposal	Your Voting Options	Voting Recommendation of the Board	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
Election of directors	You may vote “FOR” or “AGAINST” each nominee or choose to “ABSTAIN” from voting.	The board recommends you vote FOR each of the eight nominees.	each nominee is elected by a majority of votes cast	no effect	no effect
Approval of 2021 Stock Incentive Plan	You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.	The board recommends you vote FOR approval of this plan.	affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter	will count as a vote AGAINST this proposal	no effect
Say-on-pay vote (advisory)	You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.	The board recommends you vote FOR approval of our executive compensation as disclosed in this proxy statement.	affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter	will count as a vote AGAINST this proposal	no effect
Ratification of our selection of PwC as our auditors	You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.	The board recommends you vote FOR ratification of our selection of auditors.	affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter	will count as a vote AGAINST this proposal	not applicable (this is a routine matter for which brokers have discretionary voting authority)

Majority Voting in Director Elections. Our directors are elected by majority vote, except in the event of a contested election, in which case a plurality standard will apply. If in an uncontested election, an existing director receives a greater number of “AGAINST” votes than “FOR” votes, he or she is required to tender his or her resignation to the board. The board’s nominating and corporate governance committee will make a recommendation to the board on whether to accept or reject the resignation, or whether other action should be taken. The board will act on the committee’s recommendation and disclose its decision and rationale within 90 days from the certification of the election results.

You may find more information about our majority voting policy in this proxy statement under the heading “Proposal 1: Election of Directors – Majority Voting.”

Any Other Matters. Any other matter that properly comes before the annual meeting will be decided by the vote of the holders of a majority of the shares of common stock present in person or represented by proxy, except where a different vote is required by statute, our certificate of incorporation, or our bylaws.

Q:	Who pays for soliciting proxies?

We pay all costs of soliciting proxies. Our directors, officers, and employees, in the course of their employment and for no additional compensation, may request the return of proxies by mail, telephone, internet, personal interview, or other means. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting materials to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their reasonable expenses.

Q:	What is “householding”?

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or, if you are a stockholder of record, you may notify us through Broadridge at the above-listed phone number or address.

Q:	Could other matters be considered and voted upon at the meeting?

Our board does not expect to bring other matters before the annual meeting, and it is not aware of any other matter that may be considered at the meeting. In addition, under our bylaws, the time has expired for any stockholder to properly bring a matter before the meeting. However, in the unexpected event that any other matter does properly come before the meeting, subject to applicable SEC rules, the proxy holder will vote the proxies in his discretion.

Q:	What happens if the meeting is postponed or adjourned?

A:	Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still have the right to change or revoke your proxy until it is voted.

Q:	When will the voting results be announced?

A:	We will announce preliminary voting results at the annual meeting. We will also disclose the voting results on a Form 8-K filed with the SEC within four business days after the annual meeting, which will also be available on our website.

Q:	Will the questions raised during the meeting be posted on the company’s website after the meeting?

A:	Yes, all questions and answers will be posted shortly after the meeting at our website at www.tdw.com in the “Investor Relations” section.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below shows the name, address and stock ownership of each person known by us to beneficially own more than 5% of our common stock as of April 12, 2021.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
T. Rowe Price Associates 100 East Pratt Street Baltimore, Maryland 21202	6,835,243⁽²⁾	16.78%
Robert E. Robotti c/o Robotti & Company, Incorporated 60 East 42nd Street, Suite 3100 New York, New York 10165	2,896,939⁽³⁾	7.04%
Moerus Capital Management, LLC 307 West 38th Street, Suite 2003 New York, New York 10018	2,679,898⁽⁴⁾	6.58%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	2,534,014⁽⁵⁾	6.22%
Third Avenue Management LLC 622 Third Avenue, 32nd Floor New York, New York 10017	2,513,675⁽⁶⁾	6.17%
American International Group, Inc. 175 Water Street New York, New York 10038	2,391,291⁽⁷⁾	5.87%
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355	2,144,296⁽⁸⁾	5.26%

________________

(1)	Based on 40,731,777 shares of common stock outstanding on April 12, 2021, plus the number of any shares of common stock underlying the company’s warrants beneficially owned by the applicable beneficial owner.

(2)

Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by T. Rowe Price Associates, Inc., a registered investment advisor (“Price Associates”), which has sole voting power over 2,431,246 shares and sole dispositive power over all reported shares. T. Rowe Price Mid-Cap Value Fund, Inc., a registered investment company sponsored by Price Associates, has sole voting power over 4,372,175 of the reported shares and no dispositive power over any of the reported shares.

(3)

Based on a Schedule 13D/A filed with the SEC on May 4, 2021 by a group including Robert E. Robotti. Mr. Robotti has sole voting and dispositive power over 7,092 of the reported shares and he shares the power to vote or dispose of 2,889,847 of the reported shares with certain entities controlled by him and or certain clients of such controlled entities. Included in the total number of shares shown as beneficially owned are 1,074 shares issuable upon the exercise of warrants held directly by Mr. Robotti and 387,697 shares issuable upon the exercise of warrants held directly by certain entities controlled by Mr. Robotti or advisory clients of certain entities controlled by Mr. Robotti.

(4)	Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by Moerus Capital Management, LLC, which has sole voting power over 2,679,898 shares and sole dispositive power over 2,679,898 shares and shares voting power over 30,107 shares.

(5)	Based on a Schedule 13G/A filed with the SEC on February 1, 2021, by BlackRock, Inc., which has sole voting power over 2,494,214 shares and sole dispositive power over all reported shares.

(6)	Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Third Avenue Management LLC, which reports sole voting and dispositive power over all reported shares in its capacity as investment adviser to several investment companies.

(7)

Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by American International Group, Inc., which has sole voting and dispositive power over 2,341,223 shares and shares voting and dispositive power over the remaining 50,069 shares with its wholly-owned subsidiaries, SunAmerica Asset Management, LLC or Variable Annuity Life Insurance Company.

(8)	Based on a Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group, which has sole dispositive power over 2,105,115 shares and shares voting power over 26,710 shares and dispositive power over 39,181 shares.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of April 12, 2021 by each current director, by each executive officer named in the 2020 Summary Compensation Table (our “named executives” or “NEOs”), and by all current directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and investment power with respect to all shares of our common stock beneficially owned by him or her.

Name of Beneficial Owner

Amount and

Nature of

Beneficial

Ownership

Percent of

Class of

Common Stock⁽¹⁾

Restricted

Stock Units⁽²⁾

Current Directors

Darron M. Anderson⁽³⁾

21,364

Dick Fagerstal

21,541

27,000

Quintin V. Kneen

236,711⁽⁴⁾

207,583

Louis A. Raspino

23,166

27,000

Larry T. Rigdon

67,016⁽⁵⁾

27,000

Kenneth H. Traub

32,088

27,000

Lois K. Zabrocky

27,000

Named Executives⁽⁶⁾

Samuel R. Rubio

32,024⁽⁴⁾

92,740

David E. Darling

44,249⁽⁴⁾

83,218

Daniel A. Hudson

15,997⁽⁴⁾

80,525

All current directors and executive officers as a group (10 persons)

472,792⁽⁴⁾

1.15%

620,430

_________________________

*Less than 1.0%.

(1)	Based on 40,731,777 shares of common stock outstanding on April 12, 2021 and includes for each person and group the number of shares that such person or group has the right to acquire within 60 days of such date.

(2)	Reflects the number of restricted stock units held by each director or executive officer that will not vest within 60 days of April 12, 2021 and thus are not included in his or her beneficial ownership calculation.

(3)	Mr. Anderson was appointed as a director effective September 8, 2020.

(4)	The total number of shares shown as beneficially owned for each named executive and all current directors and executive officers as a group includes the following:

	Shares Acquirable within 60 days upon Exercise				Shares Subject to
Named Executive	Legacy GLF Equity Warrants		Stock Options		Time-Based RSUs vesting within 60 days
Mr. Kneen		8,025		114,866		60,829
Mr. Rubio		2,326		--		11,123
Mr. Darling		--		--		11,123
Mr. Hudson		--		--		11,776

_________________________

(5)	Includes 30,000 shares held in an IRA for Mr. Rigdon’s benefit, over which he has sole voting and investment power.

(6)	Information regarding shares beneficially owned by Mr. Kneen, who was a named executive for fiscal 2020 in addition to Messrs. Darling, Hudson, and Rubio, appears immediately above under the caption “Current Directors.”

PROPOSAL 1: ELECTION OF DIRECTORS

As provided by our bylaws, our directors are elected annually. We currently have seven directors, six of whom (Messrs. Fagerstal, Kneen, Raspino, Rigdon, and Traub and Ms. Zabrocky) were elected at our 2020 annual meeting. Mr. Anderson was appointed by the board of directors as the seventh director on September 8, 2020, upon the recommendation of our nominating and corporate governance committee.

On May 3, 2021, the company entered into a Cooperation Agreement (the “Agreement”) with Robert E. Robotti and certain of his related parties (collectively, the “Robotti Group”). Pursuant to the Agreement, the company has agreed to increase the size of the board of directors by one seat and nominate Mr. Robotti to the board for election at the 2021 annual meeting of stockholders of the company. Upon his election at the 2021 annual meeting, the board will take all actions necessary to immediately appoint Mr. Robotti to the compensation committee of the board (subject only to Mr. Robotti’s satisfaction of the requirements of the New York Stock Exchange and applicable law, which shall be determined by the board and any applicable committee of the board, prior to the 2021 annual meeting).

The Robotti Group’s rights and the company’s obligations under the Agreement to nominate Mr. Robotti at the 2021 annual meeting and appoint Mr. Robotti to the compensation committee are conditioned on the Robotti Group’s Net Long Position (as defined in the Agreement) not falling at any time below 1,425,025 shares of the company’s common stock, $0.001 par value per share (the “Common Stock”), representing 3.5% of the outstanding shares of Common Stock as of the effective date of the Agreement (the “Minimum Ownership Threshold”), subject to certain exceptions set forth in the Agreement. In addition, if at any time the Robotti Group’s Net Long Position falls below the Minimum Ownership Threshold, Mr. Robotti shall immediately tender his advance irrevocable resignation letter as a director to the board.

During the term of the Agreement, the size of the board shall not exceed nine (9) directors without the unanimous written consent of all of the directors on the board, other than in connection with any merger or acquisition approved by a majority of the directors then serving on the board.

With respect to each annual or special meeting of the company’s stockholders during the term of the Agreement, the Robotti Group agreed to vote the shares of Common Stock it holds in accordance with the board’s recommendations on proposals regarding the election or removal of directors (each such proposal, a “Director Proposal”) and any other proposal to be submitted to the stockholders by either the company or any stockholder of the company, except that the Robotti Group may vote in its discretion on certain extraordinary transactions, and, other than with respect to any Director Proposal, in accordance with the recommendations of Institutional Shareholder Services Inc. or Glass, Lewis & Co., LLC if either of them recommend differently from the board.

The Robotti Group has also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) making certain announcements regarding or proposing certain extraordinary transactions relating to the company, (ii) soliciting proxies, (iii) selling securities of the company outside of the public markets which results in any third party owning more than 4.9% of the outstanding shares of the Common Stock (subject to certain exceptions set forth in the Agreement), (iv) taking actions to change or influence the board, company management or the direction of certain company matters other than in his capacity as a director, and (v) exercising certain stockholder rights.

The company shall reimburse the Robotti Group for its reasonable, documented out-of-pocket fees and expenses incurred in connection with the 2021 annual meeting and the negotiation and execution of the Agreement, in an amount not to exceed $200,000 in the aggregate.

The Agreement will terminate on the date that is the earlier of (i) one hundred fifty (150) days prior to the 2022 annual meeting of stockholders of the company (the “2022 annual meeting”) and (ii) one hundred fifty (150) days prior to the first anniversary of the 2021 annual meeting, except that if the company notifies the Robotti Group that the board has determined to nominate Mr. Robotti for election at the 2022 annual meeting by no later than the earlier of (i) one hundred sixty-five (165) days prior to the 2022 annual meeting and (ii) one hundred sixty-five (165) days prior to the first anniversary of the 2021 annual meeting, the term of the Agreement will be extended until the date that is the earlier of (i) one hundred fifty (150) days prior to the 2023 annual meeting of stockholders of the company and (ii) one hundred fifty (150) days prior to the first anniversary of the 2022 annual meeting.

Pursuant to the Agreement and upon the recommendation of our nominating and corporate governance committee, our board has re-nominated all seven current board members (each of Messrs. Anderson, Fagerstal, Kneen, Raspino, Rigdon, and Traub and Ms. Zabrocky, as each is identified below) and nominated Mr. Robert E. Robotti as the eighth director to serve a one-year term.

Each director elected at the 2021 annual meeting will serve a one-year term beginning at the annual meeting and ending when his or her successor, if any, is elected or appointed. Assuming stockholders elect all eight of the director nominees at the annual meeting, our board will have eight directors immediately following the annual meeting.

We intend to vote the proxies received in response to this solicitation “FOR” the election of each of the nominees. 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 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 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 his or her resignation to the board. Our board’s nominating and corporate governance committee is required to promptly consider and recommend to our board whether to accept the tendered resignation. Our board will then act on the committee’s recommendation and disclose its decision and rationale within 90 days from the certification of the election results. We would then promptly and publicly disclose the board’s findings and final decision in a current report on Form 8-K filed with the SEC. A copy of our Corporate Governance Policy, which includes our majority voting policy in the event of an uncontested election, may be obtained as described under “Corporate Governance – Availability of Corporate Governance Materials.” Abstentions and broker non-votes will have no effect on this proposal.

Our board of directors recommends that you vote “FOR” each of the following eight nominees: Darron M. Anderson, Dick Fagerstal, Quintin V. Kneen, Louis A. Raspino, Larry T. Rigdon, Robert E. Robotti, Kenneth H. Traub, and Lois K. Zabrocky.

A biography of each director nominee is set forth below. Each director nominee’s biography contains information regarding that person’s service as a director, business experience, other public company directorships held currently or at any time during the last five years, and the nominee’s experiences, qualifications, attributes, or skills that led the nominating and corporate governance committee and our board to determine that he or she should serve as a director for our company. The information in each biography is presented as of May 12, 2021.

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Darron M. Anderson, 52

Business and Leadership Experience: Mr. Anderson has served as President and Chief Executive Officer, and as a member of the board of directors, of Ranger Energy Services, LLC (NYSE: “RNGR”) since March 2017. Mr. Anderson was previously an executive of Express Energy Services from 2004 through 2015, serving as its President and Chief Executive Officer from 2008 to 2015. Subsequent to his time as President and Chief Executive Officer of Express Energy Services, Mr. Anderson evaluated potential acquisition opportunities from 2015 to 2016, and consulted for Littlejohn & Co., LLC from 2016 to 2017, and for CSL Capital Management, L.P. during 2017. Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1991, holding positions of increasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to pursue an entrepreneurial career in oil field services where he has spent the last 23 years building successful service organizations focused on land and offshore drilling, completion and production operations. Mr. Anderson holds a B.S. in Petroleum Engineering from the University of Texas at Austin.

Skills and Qualifications: Mr. Anderson brings to our board extensive leadership experience in the energy industry, particularly in offshore and on land drilling, as well as an entrepreneurial spirit and mindset.

2020

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Dick Fagerstal, 60

Business and Leadership Experience: Mr. Fagerstal has served as Executive Chairman of the Global Marine Group, a UK subsea cable installation and maintenance business based in Chelmsford, England, since February 2020. As of April 30, 2021, Mr. Fagerstal was elected to the board of Valaris Limited (NYSE: “VAL”), an offshore drilling service company with headquarters in London and Houston, where he serves as an independent director, chair of the Audit Committee and a member of the Environmental, Social and Governance Committee. From 2014 to 2020, Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, the prior owner of the business. He 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 and Chief Financial Officer and director of Chiles Offshore Inc. (AMEX: “COD”) from 1997 to 2002. Prior to that time, he served as a senior banker at DNB ASA in New York from 1986 to 1997. 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 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 our company.

2017

Quintin V. Kneen, 55

President and CEO

Business and Leadership Experience: Mr. Kneen was appointed President, CEO and Director of Tidewater in September 2019. Prior to this appointment, he served as Executive Vice President and Chief Financial Officer at Tidewater since November 2018 following its acquisition of GulfMark where he served as President and Chief Executive Officer since June 2013. Mr. Kneen joined GulfMark in June 2008 as the Vice President – Finance and was named Senior Vice President – Finance and Administration in December 2008. He was subsequently appointed as the company’s Executive Vice President and Chief Financial Officer in June 2009 where he worked until his appointment as Chief Executive Officer. In May 2017, GulfMark filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On November 14, 2017, GulfMark emerged from bankruptcy (the “GulfMark Reorganization”). 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 since June 2003. 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 is a Certified Public Accountant and a Chartered Financial Analyst.

Skills and Qualifications: 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.

2019

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Louis A. Raspino, 68

Business and Leadership Experience: Mr. Raspino’s career has spanned almost 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 a director of Chesapeake Energy Corporation and chairman of its audit committee from March 2013 until March 2016, and as a director of Dresser-Rand Group, Inc., where he served as Chairman of the compensation committee and member of the audit committee, from December 2005 until it was acquired by Siemens AG in June 2015. He has served as a director of Forum Energy Technologies (NYSE: “FET”), a global oilfield products company, since January 2012 and currently serves as the chairman of its compensation committee. Mr. Raspino also currently serves on the board of American Bureau of Shipping (ABS), where he is a member of the audit and compensation committees. Mr. Raspino served as Chairman of the GulfMark board from November 2017 until consummation of the business combination.

Skills and Qualifications: Having served in executive leadership roles at several energy companies, including both the Chief Executive Officer and Chief Financial Officer positions, Mr. Raspino brings in-depth operational and financial expertise to our board. In addition, his current service on a variety of oil and gas industry boards provides our board with key and timely insights into industry conditions and trends.

2018

Larry T. Rigdon, 73

Chairman of the Board

Business and Leadership Experience: Mr. Rigdon, who was initially appointed to serve as an independent director in connection with our restructuring, served as Tidewater’s interim President and Chief Executive Officer between October 2017 and March 2018. He has over 45 years of experience in the offshore oil and gas industry. Mr. Rigdon worked as a consultant for FTI Consulting from 2015 to 2016 and for Duff and Phelps, LLC from 2010 to 2011. He served as the Chairman and Chief Executive Officer of Rigdon Marine from 2002 to 2008. Previously at Tidewater, Mr. Rigdon served as an Executive Vice President from 2000 to 2002, a Senior Vice President from 1997 to 2000, and a Vice President from 1992 to 1997. Before working at Tidewater, he served as Vice President at Zapata Gulf Marine from 1985 to 1992, and in various capacities, including Vice President of Domestic Divisions from 1983 to 1985, at Gulf Fleet Marine from 1977 to 1985. Mr. Rigdon currently serves as a director of Professional Rental Tools, LLC. He formerly served as a director of Jackson Offshore Holdings, Terresolve Technologies, GulfMark Offshore and Rigdon Marine. He has a B.S. in Accounting and was a Certified Public Accountant earlier in his career, which license is currently inactive.

Skills and Qualifications: Mr. Rigdon has considerable leadership experience in the maritime transportation industry and brings to our board a thorough understanding of the strategic and operational challenges facing our company, specifically, and our industry overall. His experience founding new businesses provides an entrepreneurial vision and his successful completion of mergers and acquisitions contributes to the board’s ability to evaluate such opportunities.

2017

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Robert E. Robotti, 67

Business and Leadership Experience: 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 restate business focused in New Mexico, since September 2016, and on the Board of PrairieSky (TSX: “PSK”), which acquires and manages petroleum and natural gas royalty properties in Canada, since October 2019. 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. 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. In addition, he serves on the Boards of many non-profit organizations where he generously donates his time and expertise.

Skills and Qualifications: 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, will make him a valuable addition to the board.

N/A

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Kenneth H. Traub, 60

Business and Leadership Experience: Mr. Traub has served as the Managing Partner of Delta Value Group, LLC, an investment firm, since 2019, and the Managing Partner of Delta Value Advisors, LLC, a consulting firm, since 2020. Since 2012, Mr. Traub has served on the board of directors of DSP Group, Inc. (NASDAQ: “DSPG”), a leading supplier of wireless chipset solutions for converged communications, and as Chairman since 2017. He also currently serves on the board of directors of Athersys, Inc. (NASDAQ: “ATHX”), a biotechnology company, since February 2021, and previously served on the board of Athersys from 2012 to 2016 and in 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) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014; (iii) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until the company was sold in 2015; (iv) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (v) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vi) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until the company was sold in 2017; (vii) Intermolecular, Inc., an innovator in materials sciences, from 2016, and as Chairman of the board from 2018 through the sale of the company in 2019; and (viii) Immersion Corporation (NASDAQ: “IMMR”), a leading provider of haptics technology, from 2018 to 2019. Mr. Traub served as a member of the GulfMark board from November 2017 until consummation of the business combination. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. degree from Harvard Business School.

Skills and Qualifications: Mr. Traub’s qualifications to serve on our board include his extensive and diverse business management experience and expertise, particularly in challenging turn-around environments. In addition, he contributes to the board’s effectiveness in strategic, financial, operational and governance matters.

2018

Name, Age and Position

Business and Leadership Experience, Skills, and

Qualifications

Tidewater

Director

since

Lois K. Zabrocky, 51

Business and Leadership Experience: 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. Prior to the spin-off, Ms. Zabrocky served in various roles at OSG over a career of more than 25 years, most recently as Senior Vice President and Head of the International Flag Strategic Business Unit of OSG, with responsibility for the strategic plan and profit and loss performance of OSG’s international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. In November 2012, OSG filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, emerging from bankruptcy on August 5, 2014. Ms. Zabrocky served as Senior Vice President of OSG from June 2008 through August 2014, when she was appointed as Co-President of OSG and Head of the International Flag Strategic Business Unit of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit, of OSG from May 2011 until her appointment as Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for at least 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 third mate aboard a U.S. flag chemical tanker. She received her B.S. degree from the United States Merchant Marine Academy, holds a Third Mate’s license and has completed both of Harvard Business School’s Strategic Negotiations and Finance for Senior Executives programs.

Skills and Qualifications: Ms. Zabrocky brings to our board significant executive and operational experience, including managing a company with significant international operations. Her expertise in many aspects of the maritime transportation industry adds significant value to our board’s knowledge base.

2020

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” EACH OF THE EIGHT NOMINEES FOR DIRECTOR LISTED ABOVE.

Director Nominating Process and Considerations. The nominating and corporate governance committee is responsible for reviewing and evaluating with our board the appropriate skills, experience, and background desired of board members in the context of our business and the then-current composition of our board.

Director Independence. Under our Corporate Governance Policy and the rules of the New York Stock Exchange (“NYSE”), a majority of our directors must be independent. Our board has determined that, as of the record date, each of our eight director nominees meets the NYSE’s definition of “independence” (discussed in greater detail below under “Board of Directors – Director Independence”), except for Mr. Kneen, who serves as our president and chief executive officer. For more information on director independence, please see the section entitled, “Board of Directors – Director Independence.”

Board Diversity. Our board does not have a formal written policy with regard to the consideration of diversity in identifying director nominees. Our nominating and corporate governance committee charter, however, requires the committee to monitor the composition of the board and its committees and may develop and recommend to the board, if necessary or appropriate, specific criteria for selecting director nominees. In considering the composition of our board as a whole, the committee and the board evaluate the skills and experiences of each candidate to ensure that the specific knowledge, experience, skills, expertise, integrity, analytical ability, diversity, and other characteristics needed to maintain our board’s effectiveness are possessed by an appropriate combination of directors. The committee seeks a diverse group of prospective candidates for board service who possess the requisite characteristics, skills, and experience, taking into consideration the availability of highly qualified candidates; committee workloads and membership needs and anticipated director retirements. Our overarching goal is that the unique skills and experiences of each individual director complement and enhance the overall capabilities of the board.

Neither the committee nor our board have adopted specific criteria for selecting director nominees, preferring to maintain the flexibility to evaluate the board’s needs at any given point in time in light of our company’s business model, strategic plan, and the skillset of the then-current members of the board. However, as evidenced by the biographies of our director nominees that appear above, we believe it is important that our board have individual directors who possess skills in such broad areas as:

●

strategic planning and business development;

●

mergers and acquisitions;

●

legal and regulatory compliance;

●

finance and accounting matters;

●

industry experience and knowledge (particularly in the energy services and maritime sectors), including hands-on operational experience;

●

demonstrated leadership of complex organizations;

●

corporate governance;

●

public company board service; and

●

international business.

Each candidate is evaluated to ensure that he or she possesses personal and professional character and integrity, and each must demonstrate exceptional ability and judgment in his or her respective endeavors. Candidates must possess sufficient time and availability to effectively carry out their duties and responsibilities as a director of our company. The committee may employ professional search firms (for which it would pay a fee) to assist it in identifying potential nominees for board service with the right mix of skills and disciplines.

This year, as in prior years, the committee reviewed the qualifications of each of our current directors as well as the contributions each has made to our board and the company during his or her tenure as a director. In connection with the merger of Tidewater and GulfMark in 2018, the Tidewater board was expanded from seven to ten members. In 2019, the board engaged in a process of determining its optimal size and composition. The board determined that operational efficiency is a key success factor for the company as it addresses long-standing challenges facing the OSV industry and that it was important to lead by example and to “do more with less.” The board believes a smaller board is not only more cost-effective but enables the board to be more responsive and efficient in advancing the company's strategic goals. Accordingly, the board reduced its size from ten to seven members with the resignation of three directors in late 2019, and it currently has seven directors. The board has determined that it is in the company’s best interest to expand the board size to eight. Based on the recommendation of its nominating and corporate governance committee, the board is nominating seven of our current directors (Messrs. Anderson, Fagerstal, Kneen, Raspino, Rigdon, and Traub and Ms. Zabrocky) and Mr. Robotti as the eighth director for a one-year term. The board will be considering candidates recommended by stockholders as well as other candidates that can provide the optimal mix of skills, diversity and attributes to contribute to the board's effectiveness.

Consideration of Candidates Recommended by Stockholders. Our bylaws provide that a stockholder of our company entitled to vote for the election of directors may nominate candidates for election to our board at our annual meeting of stockholders by complying with the required notice procedures, as described in greater detail below. The nominating and corporate governance committee’s policy is to consider director candidates recommended by stockholders on the same basis and in the same manner as it considers all director candidates.

No director candidates were recommended by stockholders in time for consideration at the 2021 annual meeting. To be timely for our 2022 annual meeting, a stockholder’s nomination must be given in writing and delivered or mailed to the company’s Secretary and received at our principal executive offices no earlier than February 8, 2022 and no later than March 10, 2022.

Stockholder recommendations of nominees are required to be accompanied by, among other things, specific information as to the nominees and as to the stockholder making the nomination or proposal. We may require any proposed nominee to furnish such information as may reasonably be required to determine his or her eligibility to serve as a director of our company. A description of these requirements is set forth in the company’s bylaws, which may be obtained as described under “Corporate Governance – Availability of Corporate Governance Materials.”

INFORMATION REGARDING EXECUTIVE OFFICERS

Each of our executive officers is appointed by, and serves at the pleasure of, our board. Information regarding our current executive officers (other than Mr. Kneen, who also serves as a director and whose biography is included above under “Proposal 1 – Election of Directors”), including all offices held by the officer as of December 31, 2020, is as follows:

Name	Age	Position
David E. Darling	66	Executive Vice President and Chief Operating Officer since March 2021. Vice President and Chief Human Resources Officer from March 2018 to March 2021. Senior Vice President and Chief Human Resources Officer of GulfMark from 2007 to March 2018, including during the GulfMark Reorganization.
Daniel A. Hudson	49	Executive Vice President, General Counsel, and Secretary since March 2021. Vice President, General Counsel, and Secretary from October 2019 to March 2021. Assistant General Counsel from May 2017 to September 2019. Managing Counsel from May 2015 to May 2017. Regional Counsel from May 2012 to May 2017. Staff Attorney from July 2007 to May 2012.
Samuel R. Rubio	61	Executive Vice President and Chief Financial Officer since March 2021. Vice President, Chief Accounting Officer, and Controller from December 2018 to March 2021. Prior to the business combination, Senior Vice President – Chief Financial Officer of GulfMark from April 2018 to November 2018. Senior Vice President – Controller and Chief Accounting Officer of GulfMark from January 2012 to April 2018, including during the GulfMark Reorganization. Vice President – Controller and Chief Accounting Officer of GulfMark from December 2008 and December 2011.

CORPORATE GOVERNANCE

Our board of directors has adopted corporate governance practices designed to aid the board and management in the fulfillment of their respective duties and responsibilities to our stockholders.

Corporate Governance Policy. Our board has adopted a Corporate Governance Policy, which, together with our certificate of incorporation, bylaws, and board committee charters, form the framework for the governance of our company. The nominating and corporate governance committee is charged with reviewing the Corporate Governance Policy at least annually to assess the continued appropriateness of those guidelines in light of any new regulatory requirements and evolving corporate governance practices. After this review, the committee recommends any proposed changes to the Corporate Governance Policy to the full board for approval.

Code of Business Conduct and Ethics. Our board has also adopted a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics sets forth principles of ethical and legal conduct to be followed by our directors, officers, and employees. The Code of Business Conduct and Ethics requires any employee who reasonably believes or suspects that any director, officer, or employee has violated the Code of Business Conduct and Ethics, company policy, or applicable law to report such activities to his or her supervisor or to our Chief Compliance Officer (Daniel A. Hudson, our Executive Vice President, General Counsel, and Secretary), either directly or anonymously. We do not tolerate retaliation of any kind against any person who, in good faith, reports any known or suspected improper activities pursuant to the Code of Business Conduct and Ethics or assists with any ensuing investigation.

Our Code of Business Conduct and Ethics also references disclosure controls and procedures required to be followed by all officers and employees involved with the preparation of the company’s SEC filings. These disclosure controls and procedures are designed to enhance the accuracy and completeness of the company’s SEC filings and, among other things, to ensure continued compliance with the Foreign Corrupt Practices Act.

Environmental, Social and Governance Highlights. Since Tidewater was founded 65 years ago, we have been guided by our values, commitment to safety, and respect for stakeholders, communities and the environment. We believe operating effectively means operating safely and responsibly and we have a long history of investing in new equipment and technologies that improve our operations and support environmental stewardship initiatives. We also consistently strive to support our employees through extensive training and development programs and continuously emphasize our high safety standards.

Our board engages in regular discussions relating to environmental, social and governance (“ESG”) initiatives and is committed to the development and promotion of ESG practices across the organization. Our board considers our sustainability agenda at least annually in connection with our strategic plan. The Nominating and Corporate Governance Committee is tasked with the responsibility of overseeing the effectiveness of our ESG policies, goals and programs, including review of our annual Sustainability Report. Other board committees are also involved with the assessment and management of our environmental and social priorities through their oversight responsibilities, including risk and talent management.

Our commitment to ESG principles is reflected in our core values and in various ongoing initiatives, including the following:

●

maintaining the highest standards of business conduct and ethics by conducting our affairs in an honest and ethical manner with unyielding personal and corporate integrity at the foundation of our business;

●

adhering to our core values and striving to continually improve our ESG systems and processes to enhance our performance;

●

demonstrating integrity and respect for others by setting goals and objectives that enhance our commitment to a safe workplace;

●

protecting the environment by focusing on operational efficiencies that promote the reduction of emissions through fuel and environmental monitoring

●

ensuring that the safety of our employees, as reported in industry-leading metrics, is our highest priority;

●

actively embracing, valuing and encouraging the diversity of our employees and ensuring this culture remains an integral part of our employment and retention policies;

●

communicating our expectation that our company, including our suppliers, contractors, and employees, achieves and promotes strong ESG performance;

●

investing in community betterment in the areas in which we operate;

●

focusing on developing and implementing sustainable practices that promote health, fair dealing and compliance throughout our business;

●

responsibly recycling vessels in a sustainable and socially-responsible manner, safeguarding the environment and human health and safety in accordance with applicable laws and regulations, including the 2009 “Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships,” the “Basel Convention on the Control of the Transboundary Movements of Hazardous Wastes and their Disposal” and, where applicable, EU and U.S. EPA Ship Recycling Regulation;

●

setting GHG reduction targets in alignment with the goals of the “United Nations Framework Convention on Climate Change”, better known as the “Paris Climate Agreement” or “COP21”, to keep global warming under two degrees Celsius and the IMO’s own climate goals, to reduce absolute emissions 50% by 2050 and by 70% on an intensity basis;

●

regularly reporting our ESG results, while continuing to evaluate ways to improve; and

●

developing frameworks and metrics to present our ESG results in an effective and transparent manner.

In recognition of the importance of ESG principles to our business, the initiatives set forth above are being undertaken with the unanimous support of our board.

In 2020, significant progress was made in many of these areas, including but not limited to the following:

●

the company appointed a vice president of ESG to lead the development of our sustainability strategy, and in cooperation with key functional leaders, to implement sustainability policies and processes across our operations worldwide;

●

we achieved the company’s best safety performance on record, with zero lost time incidents and a TRIR of 0.34 per million man-hours;

●

the company recorded no material incidents or related to significant or harmful accidental spills in 2020;

●

we continued to execute our plan to expand the connectivity of our fleet with the implementation of state-of-the-art high bandwidth satellite communications, allowing us to more efficiently monitor and leverage big data to drive operational improvements that will continue to result in cost efficiencies and emissions reductions;

●

we established a baseline measurement of our GHG emissions and expanded our multi-faceted approach to emissions reduction including upgrading additional vessels with hybrid battery and shore power systems, while we continue to consider a wide range of complementary or alternative solutions that would deliver value over the short, medium and longer term through increased operational and cost efficiencies;

●

our cybersecurity initiatives continued to expand to ensure compliance with IMO Resolution MSC.428(98) - Maritime Cyber Risk Management in Safety Management Systems;

●

as a long-standing member of the organization, the company formally pledged to support the National Ocean Industries Association (NOIA)’s ESG program, which aligns with our own principles, including advancing best practices to reduce environmental impact and promote ecosystem health, developing a systematic approach to address climate change, promoting safe and healthy working conditions for our employees and supporting and encouraging diversity and inclusion in the industry’s employment practices;

●

Tidewater became a signatory to the UN Global Compact, the world’s largest corporate sustainability initiative, as part of our commitment to align our operations and strategies in the areas of human rights, labor, environment, and anti-corruption, and to take action in support of the UN goals and issues embodied in the Sustainable Development Goals (SDGs); and

●

in line with our commitment to protecting the environment, Tidewater has partnered with Sea Life Rescue, an organization with the mission to replenish endangered fish species by strategically deploying its innovative mobile marine hatcheries utilizing OSVs around the globe to restore critical biodiversity.

The company also developed and published its inaugural sustainability report, in alignment with the SASB Marine Transportation Standard (2018), TCFD climate-related disclosure recommendations and using GRI’s materiality principle to identify topics which have significant environmental, social, or economic impact or that are considered important to our stakeholders. A detailed review of the company’s progress in 2020, including a materiality analysis, current metrics, and future sustainability plans is included in the report. The report is available www.tdw.com/sustainability/sustainability2020.

Communicating with Directors. Stockholders and other interested parties may communicate directly with our board, the non-management directors, or any committee or individual director by writing to any one of them in care of our Secretary at 6002 Rogerdale Road, Suite 600, Houston, Texas 77072. Our company or the director contacted will forward the communication to the appropriate director. For more information regarding how to contact the members of our board, please visit our website at www.tdw.com/about-tidewater/corporate-governance/.

Complaint Procedures for Accounting, Auditing, and Financial Related Matters. The audit committee has established procedures for receiving, reviewing, and responding to complaints from any source regarding accounting, internal accounting controls, and auditing matters. The audit committee has also established procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Interested parties may communicate such complaints to the audit committee chair by following the procedures described under the heading “Communicating with Directors” above. Employees may report such complaints by following the procedures outlined in the Code of Business Conduct and Ethics and through other procedures communicated and available to them. As noted above, we do not tolerate retaliation of any kind against any person who, in good faith, submits a complaint or concern under these procedures.

Availability of Corporate Governance Materials. You may access our certificate of incorporation, our bylaws, our Corporate Governance Policy, our Code of Business Conduct and Ethics, and all committee charters under “Corporate Governance” in the “About Tidewater” section of our website at www.tdw.com. You also may request printed copies, which will be mailed to you without charge, by writing to us in care of our Secretary, 6002 Rogerdale Road, Suite 600, Houston, Texas 77072.

BOARD OF DIRECTORS

As of the date of this proxy statement, our board has seven members. Assuming all director nominees are elected, our board will have eight members following the 2021 annual meeting.

Board Meetings and Attendance. During the 2020 fiscal year, our board held 11 meetings, including telephonic meetings. Each director attended at least 75% of the meetings of the board and of the committees on which he or she served during fiscal 2020.

Our board does not have a policy requiring director attendance at annual meetings; however, our board’s practice is to schedule a board meeting on the same day as the annual meeting of stockholders in order to facilitate director attendance at the annual meeting. Each individual who was serving as a director at our 2020 annual meeting attended that meeting.

Director Independence. The standards relied upon by the board in affirmatively determining whether a director is independent are the objective standards set forth in the corporate governance listing standards of the NYSE. In making independence determinations, our board evaluates responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the company, and management. In its review of director independence, our board also considers any commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the company or management of which it is aware.

Our board has affirmatively determined that six of our seven current directors – Messrs. Anderson, Fagerstal, Raspino, Rigdon, and Traub and Ms. Zabrocky are independent. Mr. Kneen is not independent as he serves as our president and chief executive officer.

Board Leadership Structure. The roles of chairman and chief executive officer are currently held by two different persons – Mr. Rigdon serves as our chairman and Mr. Kneen serves as our president and chief executive officer.

Our board believes that, at this time, our current leadership structure best serves the interests of our company and our stockholders by clearly allocating responsibilities between the two offices. As our president and chief executive officer, Mr. Kneen’s primary responsibilities are to manage the day-to-day business and to develop and implement the company’s business strategy with the oversight of, and input from, the board. As chairman, Mr. Rigdon’s primary responsibility is to lead the board in its responsibilities of providing guidance to, and oversight of, management.

We have not adopted a policy requiring that these two roles be separate; rather, our board’s policy is to determine from time to time whether it is in the best interests of the company and its stockholders for the roles to be separate or combined. We believe that our board should have the flexibility to make these determinations in a way that will best provide appropriate leadership for our company based on needs of the company at that particular time. If we combine these roles in the future, or if the board determines that the chairman is otherwise not independent under NYSE standards, the board will elect a lead independent director at the same time that it elects its chairman.

Executive Sessions of Non-Management Board Members. Our non-management directors meet in regularly-scheduled executive sessions presided over by our chairman. At the conclusion of each board meeting, the non-management directors have an opportunity to meet in executive session. The non-management and independent directors may schedule additional executive sessions throughout the year. During fiscal 2020, the non-management members of our board (all of our directors except the individual then serving as chief executive officer) met six times in executive session.

Annual Board Self-Assessments. To assist in its review as to whether the board and its committees are functioning effectively, our board has instituted annual self-assessments of the board and each of its committees. The directors participate in an annual evaluation of the full board and each committee on which they serve. The board and each committee discuss the findings, making changes as deemed necessary to improve director communications and the overall effectiveness of board and committee meetings. The nominating and corporate governance committee oversees this evaluation process. The most recent self-assessment, which was conducted in 2020, was guided by the board’s previously-disclosed intent to undertake a review of its size and composition in light of our current size and scope of operations, with a focus on reducing the overall size of the board while maintaining an optimal mix of skills and backgrounds, including a focus on diversity.

Role of the Board in Risk Oversight. While our board as a whole has responsibility for risk oversight, each of our board committees oversees and evaluates risks associated with its respective areas of responsibility, as summarized below under “Composition and Role of Board Committees.” Our board and its committees focus annually on identifying, evaluating, and managing the spectrum of key risks faced by our company. The particular areas of focus include strategic, operational, financial and reporting, compensation, regulatory and compliance, international, and other risks.

COMPOSITION AND ROLE OF BOARD COMMITTEES

Our board currently has three standing committees: audit, compensation, and nominating and corporate governance. Actions taken by our committees are reported to the full board. Each of these three committees is comprised entirely of independent directors and is governed by a written charter that is reviewed annually and approved by the full board. A copy of each committee charter is available online or by mail as described in “Corporate Governance – Availability of Corporate Governance Materials.”

The current members of each board committee are identified in the following table, which also indicates the number of meetings each committee held during fiscal 2020:

Board Committee

	Audit	Compensation	Nominating and Corporate Governance
Darron M. Anderson	X		X
Dick Fagerstal	Chair		X
Quintin V. Kneen
Louis A. Raspino	X	Chair
Larry T. Rigdon
Kenneth H. Traub		X	Chair
Lois K. Zabrocky	X	X
*Number of Meetings in Fiscal 2020*	6	3	3

Audit Committee. Our board’s audit committee is a separately designated, standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Its current members are listed in the above chart. The board has determined that all three committee members are financially literate and that each of the three members qualifies as an “audit committee financial expert,” as defined by SEC rules.

The main function of our audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent auditor relationship, and the audits of our financial statements. The audit committee’s key responsibilities are:

●

appointing and retaining our independent auditor;

●

evaluating the qualifications, independence, and performance of our independent auditor;

●

reviewing and approving all services (audit and permitted non-audit) to be performed by our independent auditor;

●

reviewing with management and the independent auditor our audited financials;

●

reviewing the scope, adequacy, and effectiveness of our internal controls;

●

reviewing with management our earnings reports, quarterly financial reports and certain disclosures;

●

reviewing, approving, and overseeing related party transactions; and

●

monitoring the company’s efforts to mitigate the risk of financial loss due to failure of third parties.

The audit committee is also responsible for any audit reports the SEC requires us to include in our proxy statements. In this proxy statement, the requisite report may be found under the heading “Audit Committee Report.”

Each member of the audit committee satisfies all of the additional independence requirements for audit committee members set forth in the corporate governance listing standards of the NYSE and Exchange Act Rule 10A-3.

Compensation Committee. The role of the compensation committee is to assist our board of directors in discharging its responsibilities relating to:

●

overseeing our executive compensation program;

●

reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and determining and approving the compensation of our executive officers, including cash and equity-based incentives;

●

consideration of all substantive elements of our employee compensation package, including identifying, evaluating, and mitigating any risks arising from our compensation policies and practices;

●

ensuring compliance with laws and regulations governing executive compensation;

●

evaluating appropriate compensation levels and designing elements of director compensation; and

●

engaging in such other matters as may from time to time be specifically delegated to the committee by the board of directors.

Each member of the compensation committee satisfies all of the additional independence requirements for compensation committee members set forth in the corporate governance listing standards of the NYSE and Exchange Act Rule 16b-3.

The compensation committee reports to the board of directors on all compensation matters regarding our executive officers and management and may form and delegate authority to subcommittees when appropriate. The compensation committee is also responsible for reviewing and discussing with management the “Compensation Discussion and Analysis” section of our Form 10-K or proxy statement and, based on such review and discussion, recommending to the board that the Compensation Discussion and Analysis be included in our Form 10-K or proxy statement and issuing a Compensation Committee Report to that effect.

The “Compensation Discussion and Analysis” or “CD&A” section of this proxy statement provides a discussion of the process the committee uses in determining executive compensation. Included in the subsection entitled “Process of Setting Compensation” is a description of the scope of the compensation committee’s authority, the role played by our chief executive officer in recommending compensation for the other named executives, and the committee’s engagement of compensation consultants.

Risk Review of Employee Compensation. Consistent with SEC disclosure requirements, the compensation committee performs an annual risk assessment of our company’s compensation programs. Management has identified the elements of our compensation program that could incentivize management to take risks and has reported to the compensation committee its assessment of those risks and mitigating factors particular to each risk. The compensation committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company. Some of the findings the committee considered in reaching this conclusion include:

●

our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions;

●

the company performance portion of our annual incentive plan is based on company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking;

●

our annual and long-term incentive plans have conservative payout caps;

●

our compensation levels and performance criteria are subject to multiple levels of review and approval;

●

we have an executive compensation recovery policy (“clawback”) and stock ownership guidelines for our executives; and

●

our Policy Statement on Insider Trading prohibits hedging and pledging of company securities by all company insiders, including our executives.

Nominating and Corporate Governance Committee. The key responsibilities of the nominating and corporate governance committee are to:

●

assist our board by identifying individuals qualified to serve as directors of the company and recommending nominees to the board;

●

monitor the composition of our board and its committees;

●

recommend to our board a set of corporate governance guidelines for the company;

●

oversee legal and regulatory compliance;

●

SEC Form DEF 14A filed by Tidewater Inc.