Andrew H. Everett II
About Andrew H. Everett II
Senior Vice President, General Counsel and Secretary of SEACOR Marine Holdings Inc. (SMHI). He serves as the Company’s Compliance Officer overseeing insider trading pre-clearance and enforcement of anti-hedging/pledging policies . Executive employment agreement effective November 5, 2019; target annual bonus opportunity equals 100% of base salary, with base increased to $325,000 effective January 1, 2022 . Company-level pay practices include discretionary annual bonuses (no formulaic metrics) given commodity and stock volatility, and long-term equity tied to stock-price hurdles via PRSUs .
Fixed Compensation
Multi-year cash and total compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 325,000 |
| Annual Bonus ($) | 400,000 | 525,000 | 420,000 |
| Stock Awards ($) | 526,676 | 787,519 | 1,060,295 |
| All Other Compensation ($) | 10,675 | 13,200 | 13,800 |
| Total Compensation ($) | 1,262,351 | 1,650,719 | 1,819,095 |
Salary and target bonus structure
- Base salary: $325,000; Target annual bonus opportunity: 100% of base salary (per employment agreement) .
- Annual bonus timing/deferral: For 2024 bonus of $420,000, 60% paid Feb 2025; remaining 20% tranches due Q1’26 and Q1’27, subject to continued employment; unpaid portions accelerate on termination without Cause/Good Reason or upon a Change in Control (CIC) per agreement .
Performance Compensation
Incentive design and recent grants
| Incentive | Metric | Grant/Approval Date | Target/Grant Size | Vesting/Settlement | Performance Hurdles | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary (individual contributions & retention) | Early 2025 | $420,000 | 60% paid Feb 2025; 20% due Q1’26; 20% due Q1’27 (employment condition; accelerates on qualified severance/CIC) | N/A (no formulaic plan for 2024) | N/A |
| Restricted Stock (2023) | Service-based | Approved 3/2/23; Granted 3/7/23 | 60,978 shares | Ratable over 3 years beginning 3/4/24; acceleration on death, qualified retirement, or termination without Cause (including disability) | N/A | 632,342 |
| PRSUs (2023) | Stock price | Approved 3/2/23; Granted 3/7/23 | 19,920 units (single target) | Earned upon 5 hurdles achieved for 60 consecutive trading days; settlement at 3rd anniversary (employment condition, with specified accelerations) | $11.61, $13.21, $14.91, $16.62, $18.22 per share | 155,177 |
| Restricted Stock (2024) | Service-based | Approved 2/29/24; Granted 3/4/24 | 66,378 shares | Ratable over 3 years beginning 3/4/25; acceleration terms as above | N/A | 815,122 |
| PRSUs (2024) | Stock price | Approved 2/29/24; Granted 3/4/24 | 26,110 units (single target) | Earned upon 5 hurdles achieved for 60 consecutive trading days; settlement at 3rd anniversary (employment condition, with specified accelerations) | $13.29, $15.13, $17.08, $19.02, $20.86 per share | 245,173 |
Equity grant policies avoid timing around non-public information; minimum vesting of one year under 2025 Equity Incentive Plan; performance criteria may include financial/ESG measures though NEO PRSUs are stock-price based .
Equity Ownership & Alignment
Beneficial ownership (as of April 14, 2025)
| Holder | Direct Shares | Restricted Stock | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Andrew H. Everett II | 148,849 | 140,868 | 75,000 | 364,717 | 1.4% |
- Stock Ownership Guidelines: Senior Vice President required to hold 2x salary; all NEOs met requirements as of Feb 26, 2025 and Feb 28, 2024 .
- Anti-hedging/pledging: Company policy prohibits hedging/pledging by directors/officers; Everett is designated Compliance Officer overseeing pre-clearance and enforcement .
- Say-on-Pay support: 97% approval at 2024 annual meeting; no program changes solely due to vote outcome .
Outstanding equity awards (Everett) at 12/31/2024
| Award Type | Terms | Quantity | Value |
|---|---|---|---|
| Options (exercisable) | 15.79 strike; exp 1/22/2028 | 35,000 | — |
| Options (exercisable) | 22.04 strike; exp 4/24/2028 | 2,500 | — |
| Options (exercisable) | 22.95 strike; exp 4/24/2028 | 2,500 | — |
| Options (exercisable) | 22.38 strike; exp 4/24/2028 | 2,500 | — |
| Options (exercisable) | 11.76 strike; exp 4/24/2028 | 2,500 | — |
| Options (exercisable) | 13.28 strike; exp 4/16/2029 | 3,750 | — |
| Options (exercisable) | 14.31 strike; exp 4/16/2029 | 3,750 | — |
| Options (exercisable) | 13.98 strike; exp 4/16/2029 | 3,750 | — |
| Options (exercisable) | 13.22 strike; exp 4/16/2029 | 3,750 | — |
| Options (exercisable) | 6.97 strike; exp 3/5/2030 | 3,750 | — |
| Options (exercisable) | 4.39 strike; exp 3/5/2030 | 11,250 | — |
| Restricted Stock (unvested) | 2019/2020/2023 grants per footnotes | 24,097 | $158,076 |
| Restricted Stock (unvested) | 2023 grant | 40,652 | $266,677 |
| Restricted Stock (unvested) | 2024 grant | 66,378 | $435,440 |
| PRSUs (unearned) | 2023 PRSU target | 19,920 | $130,675 |
| PRSUs (unearned) | 2019/2020 target per footnotes | 20,080 | $131,725 |
| PRSUs (unearned) | 2024 PRSU target | 26,110 | $171,282 |
2024 vesting activity: Everett acquired 85,691 shares on vesting with $1,056,391 value realized; no option exercises in 2024 .
Upcoming vesting and potential settlement timing
- 2023 restricted stock: Vests ratably over three years beginning March 4, 2024 .
- 2024 restricted stock: Vests ratably over three years beginning March 4, 2025 .
- 2023 PRSUs: Earn during 3/7/2023–3/7/2026; settle on 3/7/2026 subject to employment/accelerations .
- 2024 PRSUs: Earn during 3/4/2024–3/4/2027; settle on 3/4/2027 subject to employment/accelerations .
Employment Terms
Severance and change-in-control economics (Everett)
| Provision | Term |
|---|---|
| Cash severance multiple | 1.5x base salary (Everett) |
| Health benefits cash payment | Employer portion for 18 months |
| Bonus treatment | Lump sum equal to average annual cash incentive bonus for last three years; pro‑rated current year based on actual performance |
| Equity | Immediate vesting of certain unvested equity; extended option exercise period; performance award acceleration rules per plan |
| CIC protection | Double-trigger (CIC plus involuntary termination within two years); bonus amount not less than target in year of termination |
| Covenants | Non-compete, non-solicit, non-disparagement; release requirement for benefits |
Potential payments (as of 12/31/2024 scenario analysis)
| Scenario | Severance ($) | Annual Incentive ($) | Restricted Stock ($) | PRSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or Good Reason | 513,294 | 721,333 | 860,193 | 157,860 | 2,252,680 |
| Death or Qualified Retirement | — | — | 860,193 | 157,860 | 1,018,053 |
| Disability | — | — | 860,193 | 157,860 | 1,018,053 |
| Change in Control (double-trigger) | 513,294 | 721,333 | 860,193 | 157,860 | 2,252,680 |
Compensation Structure Analysis
- Shift toward time-based RSUs and PRSUs; no new stock option grants disclosed in 2023/2024, with option holdings largely legacy awards—reducing leverage and repricing risk .
- Increased equity mix YoY: stock awards rose from $787,519 (2023) to $1,060,295 (2024) while cash bonus decreased from $525,000 to $420,000—tightening alignment with long-term stock performance .
- Annual bonus remains discretionary due to market volatility; retention mechanics added via 40% deferral over two subsequent years, creating multi-year employment incentives and potential future liquidity events upon installment payments .
- Clawback policy adopted per NYSE requirements; applies to incentive compensation “received” in the three fiscal years preceding a required restatement .
- No tax gross‑ups for NEOs (including CIC) .
Risk Indicators & Red Flags
- Discretionary bonus program (non‑formulaic) increases subjectivity; mitigated by equity-heavy mix and PRSU stock-price hurdles .
- Hedging/pledging prohibited and overseen by Compliance Officer (Everett)—reduces misalignment risk .
- Double-trigger CIC and minimum vesting conditions improve shareholder alignment and reduce windfall risk .
- Strong shareholder support (97% Say‑on‑Pay) lowers governance overhang .
Investment Implications
- Alignment: Material unvested RSU/PRSU over multi-year horizons (2023–2027) and deferred bonus installments create retention and performance alignment; monitor PRSU hurdle attainment and settlement timing for potential insider selling pressure around 3/7/2026 and 3/4/2027 settlements .
- Liquidity cadence: Annual vesting dates (March 4 each year for RSUs) and deferred cash bonus tranches (Q1’26, Q1’27) represent predictable windows of potential insider liquidity events .
- Governance: No gross‑ups, double‑trigger CIC, clawback, and anti‑pledging policies are positive; discretionary bonus design should be watched for out-year pay-for-performance calibration .
- Options largely legacy and out-of-the-money strikes cluster in the teens/twenties, limiting near-term option-driven selling; most incremental pay is RSU/PRSU-based .