Form 4: Seacor Marine Holdings Inc. Executive Andrew H. Everett II Reports Stock Award and Tax Withholding

Andrew H. Everett II, Sr. VP, General Counsel & Secretary of SEACOR Marine Holdings Inc., reports the acquisition of restricted stock and performance restricted stock units, as well as the disposal of shares for tax withholding.

Summary

• On March 4, 2024, Andrew H. Everett II, a Senior VP, General Counsel & Secretary at SEACOR Marine Holdings Inc., acquired 66,378 shares of common stock as a restricted stock award.
• The restricted stock award will lapse in three equal annual installments starting March 4, 2025, and ending March 4, 2027.
• On the same day, Everett disposed of 32,879 shares of common stock at a price of $12.28 for tax withholding purposes.
• Everett also acquired 26,110 Performance Restricted Stock Units (PRSUs) on March 4, 2024.
• Each PRSU represents a contingent right to receive one share of common stock at vesting, subject to achieving certain performance goals and service-based vesting requirements.
• The PRSUs consist of five equal tranches, each of which will be earned if the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date.
• The specified stock price performance goals for each tranche are $13.29, $15.13, $17.08, $19.02 and $20.86, respectively.
• Any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement.
• Following these transactions, Everett directly owns 229,677 shares of common stock and 26,110 PRSUs.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The acquisition of restricted stock and PRSUs suggests confidence in the company's future, while the tax withholding is a routine transaction.

Positives

• The acquisition of restricted stock and PRSUs indicates confidence in the company's future performance.
• The vesting of PRSUs is tied to specific stock price targets, aligning management's interests with those of shareholders.

Negatives

• The disposal of shares for tax withholding reduces Everett's direct ownership, although this is a common practice.

Risks

• The vesting of PRSUs is contingent on achieving specific stock price targets, which may not be met.
• The value of the restricted stock and PRSUs is subject to market fluctuations.

Future Outlook

The vesting of the restricted stock and PRSUs is contingent on continued service and the achievement of specific stock price targets over the next three years.

Industry Context

Form 4 filings are routine disclosures required by the SEC to ensure transparency in insider trading activities. They provide insights into the actions of company executives and their confidence in the company's prospects.

Comparison to Industry Standards

• Stock awards and performance-based equity compensation are common practices among publicly traded companies to incentivize executives and align their interests with shareholders.
• The specific terms of the PRSU vesting conditions, such as the stock price targets and performance period, are tailored to SEACOR Marine Holdings' specific circumstances and strategic goals.
• Comparing the vesting schedules and performance metrics to those of peer companies in the offshore marine services industry would provide a more comprehensive assessment of the competitiveness of SEACOR's executive compensation practices.

Stakeholder Impact

• The stock award and PRSU acquisition incentivize management to improve the company's performance, which could benefit shareholders.
• The tax withholding transaction has a minimal impact on stakeholders.

Key Dates