DEF 14A: SEACOR Marine Holdings Inc. Announces 2024 Annual Meeting and Proxy Statement

SEACOR Marine Holdings Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 4, 2024, to elect directors, conduct an advisory vote on executive compensation, and ratify the appointment of its independent accounting firm.

Summary

• SEACOR Marine Holdings Inc. has announced its 2024 Annual Meeting of Stockholders, which will be held virtually on June 4, 2024.
• Stockholders of record as of April 15, 2024, are entitled to vote.
• The meeting will address the election of five directors, an advisory vote on executive compensation (Say on Pay), and the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The proxy statement and the 2023 Annual Report are available online.
• Stockholders can vote online, by phone, or by returning the proxy card.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting routine matters for stockholder vote. The tone is professional and informative, indicating a neutral to slightly positive sentiment.

Positives

• The virtual format of the Annual Meeting is expected to enhance stockholder access and encourage participation.
• Stockholders have multiple options for voting, including online, phone, and mail.
• The Board of Directors encourages stockholders to read the proxy statement and annual report carefully.
• The company has a clawback policy in place.
• The company has policies restricting hedging and pledging of company securities by directors, senior officers and employees.

Risks

• The Company's business, financial condition, results of operations, cash flows and prospects can be adversely affected by risk.
• The management of risk is central to the success of the Company and requires the involvement of the Board, officers, employees, and internal and independent auditors, all of whom are entrusted to develop a balanced and prudent approach to risk.
• The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal compliance, business development, changing business conditions, executive compensation, ESG initiatives, cybersecurity and information technology systems.

Future Outlook

The Board and Compensation Committee will review and consider the voting results on executive compensation when making future decisions.

Management Comments

• The Board believes that the most effective leadership structure for the Company at the present time is to maintain the separate positions of Non-Executive Chairman and Chief Executive Officer.
• The Board believes this structure recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company's Non-Executive Chairman, particularly as the Board's oversight responsibilities, especially risk oversight, continue to grow and demand more time and attention.

Industry Context

The document does not explicitly compare SEACOR Marine's governance practices or compensation structures to specific industry peers, but it does mention that the Compensation Committee reviews compensation practices employed by comparable companies.

Comparison to Industry Standards

• The Compensation Committee reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources.
• In 2023, the Compensation Committee retained Lyons, Benenson & Company Inc. (LB&Co) to undertake a review of the peer group to be used for competitive compensation analysis for the executive officers and the independent, non-employee directors of the Company.
• Based on the recommendation of LB&Co, the Compensation Committee made the following changes to its compensation peer group: (i) added Diamond Offshore Drilling, Inc., Dorian LPG Ltd., International Seaways, Inc., and Overseas Shipholding Group, Inc., and (ii) removed Archrock, Inc., RPC, Inc., and TETRA Technologies, Inc.
• Accordingly, the companies with similar lines of operating business considered in connection with the Compensation Committees compensation analysis include Bristow Group Inc., Diamond Offshore Drilling, Inc., Dorian LPG Ltd., Dril-Quip, Inc., Forum Energy Technologies, Inc., Gulf Island Fabrication, Inc., Helix Energy Solutions Group, Inc., International Seaways, Inc., Newpark Resources, Inc., Oil States International, Inc., Overseas Shipholding Group, Inc. and Tidewater Inc.

Related Party Transactions

• On October 5, 2022, the Company and certain funds affiliated with The Carlyle Group Inc. (the Carlyle Investors) entered into two agreements pursuant to which the Company issued the Carlyle Investors (i) $90.0 million in aggregate principal amount of the Company's 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the Guaranteed Notes), and (ii) $35.0 million aggregate principal amount of the Company's 4.25% Convertible Senior Notes due 2026 (the New Convertible Notes) in exchange for all $125.0 million in aggregate principal amount of the Company's convertible senior notes due 2023 (the Old Convertible Notes) outstanding (the Exchange Transaction).
• Mr. Alfredo Miguel Bejos, a Director of the Company, currently serves as President and Chief Executive Officer of Proyectos Globales de Energa y Servicios CME, S.A. de C.V. (CME).

Stakeholder Impact

• The election of directors will impact the leadership and oversight of the company.
• The advisory vote on executive compensation provides stockholders a voice on executive pay practices.
• The ratification of the independent accounting firm ensures the integrity of the company's financial reporting.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• Stockholders can attend the virtual Annual Meeting on June 4, 2024.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, Grant Thornton, Voting, SEACOR Marine, Governance