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Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VS. PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Tidewater. As discussed in the CD&A above, our Compensation & Human Capital Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Tidewater’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. For further information concerning Tidewater’s pay for performance philosophy and how Tidewater aligns executive compensation with performance, see “Compensation Discussion and Analysis—Pay-for-Performance Driven” beginning on page 37.
Value of initial
fixed $100 investment
based on:
(Stated in millions)
Year
Summary
Compensation
Table Total
for CEO(1)
Compensation
actually paid
to CEO(2)
Average
Summary
compensation
table total for
non-CEO
NEOs(1)(3)
Average
compensation
actually paid
to non-CEO
NEOs(3)(4)
Total
shareholder
return(5)
Peer group
total
shareholder
return(6)
Net income
(loss)
(millions)(7)
Adjusted
EBITDA(8)
2023 $ 4,245,778 $ 14,314,971 $ 1,686,422 $ 4,626,577 $ 195.69 $ 100.02 $ 95.6 $ 386.7
2022 $ 4,655,100 $ 11,566,762 $ 1,520,139 $ 3,977,064 $ 344.07 $ 146.82 $ (22) $ 167
2021 $ 3,023,513 $ 3,525,698 $ 1,307,744 $ 1,340,698 $ 123.96 $ 82.83 $ (129.0) $ 34.7
2020 $ 2,923,216 $ 2,113,026 $ 843,539 $ 605,128 $ 44.81 $ 63.45 $ (196.2) $ 34.7
(1)
The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year.
(2)
The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
Year
Summary
Compensation
Table Total
for CEO
Reported
Value of
Equity
Awards(a)
Equity Award
Adjustments(b)
CAP to CEO
2023 $ 4,245,778 $ 3,500,000 $ 13,569,193 $ 14,314,971
2022 $ 4,655,100 $ 3,500,000 $ 10,411,662 $ 11,566,762
2021 $ 3,023,513 $ 2,055,123 $ 2,557,308 $ 3,525,698
2020 $ 2,923,216 $ 1,702,106 $ 891,916 $ 2,113,026
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
Year
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
Total Equity
Award
Adjustments
2023 $ 6,339,767 $ 6,474,053 $ 755,373 $ $ 13,569,193
2022 $ 6,845,809 $ 2,496,292 $ 960,276 $ 109,285 $ 10,411,662
2021 $ 1,881,487 $ 442,067 $ 233,754 $ $ 2,557,308
2020 $ 2,095,566 $ (726,808) $ (476,842) $ $ 891,916
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Rubio, Darling and Hudson.
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
Year
Summary
Compensation
Table Avg
for Other
NEOs
Average
Reported
Value of
Equity
Awards
Other NEOs
(a)
Average
Equity
Award
Adjustments
(b)
Average
CAP to
Other NEOs
2023 $ 1,686,422 $ 950,000 $ 3,890,155 $ 4,626,577
2022 $ 1,520,139 $ 850,000 $ 3,306,925 $ 3,977,064
2021 $ 1,307,744 $ 747,198 $ 780,152 $ 1,340,698
2020 $ 843,539 $ 155,509 $ (82,902) $ 605,128
a)
The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year were calculated using valuation methodologies (x) to compute fair values that did not materially differ from those disclosed at the time of grant and (y) are accordance with FASB ASC 718. These adjustments include the addition (or subtraction, as applicable) of the following:
Year
Year End Fair
Value of Equity
Awards
Granted During
the Year
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
Total Equity
Award
Adjustments
2023 $ 1,720,761 $ 1,883,483 $ 285,911 $ $ 3,890,155
2022 $ 1,662,561 $ 1,285,278 $ 347,137 $ 11,949 $ 3,306,925
2021 $ 629,127 $ 78,323 $ 72,703 $ $ 780,152
2020 $ 259,381 $ (168,640) $ (173,643) $ $ (82,902)
(5)
Cumulative total shareholder return (“TSR”) is calculated assuming $100 was invested on December 31, 2019, and through the end of each fiscal year shown in the table.
(6)
Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2023.
(7)
The dollar amounts reported represent the amount of net income reflected in Tidewater’s audited financial statements for the applicable year.
(8)
Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. For a reconciliation of net income attributable to Tidewater on a GAAP basis to adjusted EBITDA, see Appendix A.
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote
(1)
The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year.
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Rubio, Darling and Hudson.
     
Peer Group Issuers, Footnote
(6)
Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2023.
     
PEO Total Compensation Amount $ 4,245,778 $ 4,655,100 $ 3,023,513 $ 2,923,216
PEO Actually Paid Compensation Amount $ 14,314,971 11,566,762 3,525,698 2,113,026
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
Year
Summary
Compensation
Table Total
for CEO
Reported
Value of
Equity
Awards(a)
Equity Award
Adjustments(b)
CAP to CEO
2023 $ 4,245,778 $ 3,500,000 $ 13,569,193 $ 14,314,971
2022 $ 4,655,100 $ 3,500,000 $ 10,411,662 $ 11,566,762
2021 $ 3,023,513 $ 2,055,123 $ 2,557,308 $ 3,525,698
2020 $ 2,923,216 $ 1,702,106 $ 891,916 $ 2,113,026
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
Year
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
Total Equity
Award
Adjustments
2023 $ 6,339,767 $ 6,474,053 $ 755,373 $ $ 13,569,193
2022 $ 6,845,809 $ 2,496,292 $ 960,276 $ 109,285 $ 10,411,662
2021 $ 1,881,487 $ 442,067 $ 233,754 $ $ 2,557,308
2020 $ 2,095,566 $ (726,808) $ (476,842) $ $ 891,916
     
Non-PEO NEO Average Total Compensation Amount $ 1,686,422 1,520,139 1,307,744 843,539
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,626,577 3,977,064 1,340,698 605,128
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Rubio, Darling and Hudson.
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
Year
Summary
Compensation
Table Avg
for Other
NEOs
Average
Reported
Value of
Equity
Awards
Other NEOs
(a)
Average
Equity
Award
Adjustments
(b)
Average
CAP to
Other NEOs
2023 $ 1,686,422 $ 950,000 $ 3,890,155 $ 4,626,577
2022 $ 1,520,139 $ 850,000 $ 3,306,925 $ 3,977,064
2021 $ 1,307,744 $ 747,198 $ 780,152 $ 1,340,698
2020 $ 843,539 $ 155,509 $ (82,902) $ 605,128
a)
The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
b)
The equity award adjustments for each applicable year were calculated using valuation methodologies (x) to compute fair values that did not materially differ from those disclosed at the time of grant and (y) are accordance with FASB ASC 718. These adjustments include the addition (or subtraction, as applicable) of the following:
Year
Year End Fair
Value of Equity
Awards
Granted During
the Year
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
Total Equity
Award
Adjustments
2023 $ 1,720,761 $ 1,883,483 $ 285,911 $ $ 3,890,155
2022 $ 1,662,561 $ 1,285,278 $ 347,137 $ 11,949 $ 3,306,925
2021 $ 629,127 $ 78,323 $ 72,703 $ $ 780,152
2020 $ 259,381 $ (168,640) $ (173,643) $ $ (82,902)
     
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_capvsvstsr-pn.jpg]      
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvsnetincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_capvsadjustedebitda-pn.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_capvsvstsr-pn.jpg]      
Tabular List, Table
Financial Performance Measures
Adjusted EBITDA
Total Shareholder Return
Free Cash Flow
In accordance with SEC rules, Tidewater is providing the following descriptions of the relationship over the three-year period ended December 31, 2023, between the CAP presented in the Pay versus Performance table and Tidewater’s TSR, Net Income and Adjusted EBITDA results over the same period.
     
Total Shareholder Return Amount $ 195.69 344.07 123.96 44.81
Peer Group Total Shareholder Return Amount 100.02 146.82 82.83 63.45
Net Income (Loss) $ 95,600,000 $ (22,000,000) $ (129,000,000) $ (196,200,000)
Company Selected Measure Amount 386.7 167.0 34.7 34.7
PEO Name Quintin Kneen      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description
(8)
Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. For a reconciliation of net income attributable to Tidewater on a GAAP basis to adjusted EBITDA, see Appendix A.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Total Shareholder Return      
Measure:: 3        
Pay vs Performance Disclosure        
Name Free Cash Flow      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 3,500,000 $ 3,500,000 $ 2,055,123 $ 1,702,106
PEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,569,193 10,411,662 2,557,308 891,916
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,339,767 6,845,809 1,881,487 2,095,566
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,474,053 2,496,292 442,067 (726,808)
PEO | Change In Fair Value Of Equity Awards Granted In Prior Year That Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 755,373 960,276 233,754 (476,842)
PEO | Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 109,285
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 950,000 850,000 747,198 155,509
Non-PEO NEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,890,155 3,306,925 780,152 (82,902)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,720,761 1,662,561 629,127 259,381
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,883,483 1,285,278 78,323 (168,640)
Non-PEO NEO | Change In Fair Value Of Equity Awards Granted In Prior Year That Vested In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 285,911 347,137 72,703 (173,643)
Non-PEO NEO | Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 11,949