Andrew R. Morse
About Andrew R. Morse
Andrew R. Morse (age 79) is Non-Executive Chairman of the Board of SEACOR Marine Holdings (SMHI) and has served as a director since May 2017; he became Non-Executive Chairman in June 2021 . He is an experienced finance executive and investor, having held senior portfolio management and investment banking roles over 25+ years, and is designated by the Board as an “audit committee financial expert” . He previously served nearly two decades on the SEACOR Holdings board and brings deep capital markets and corporate finance expertise, including advisory exposure to energy-related public policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SEACOR Marine Holdings Inc. | Non-Executive Chairman; Director | Non-Exec Chair since Jun 2021; Director since May 2017 | Leads independent Board oversight and executive sessions |
| SEACOR Holdings | Director | Jun 1998 – May 2017 | Continuity of sector knowledge; spin-off antecedent |
| Hightower Advisors Inc. | Managing Director & Senior Portfolio Manager; Director & Audit Committee member | Mgmt since Jul 31, 2010; Board/Audit Committee Jul 2010 – Jan 2018 | Wealth management leadership; audit oversight |
| UBS Financial Services | Managing Director & Senior Portfolio Manager | Oct 2001 – Jul 2010 | Capital markets execution |
| Salomon Smith Barney / Smith Barney | Senior Vice President – Investments | Mar 1993 – Oct 2001 | Investment banking and advisory |
| Seabulk International (merged with SEACOR) | Director | Through Mar 2006 | Maritime/energy industry board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KGP Realty (private) | Board of Managers | Since Dec 2015 | Private real estate governance |
| American Committee of the Weizmann Institute of Science | Treasurer | Ongoing | Philanthropic finance oversight |
| Various philanthropic boards | Board member | Ongoing | Non-profit governance |
Board Governance
- Structure and roles
- Non-Executive Chairman (separate from CEO), presides over independent executive sessions and liaises between independent directors and management .
- Committee assignments: Audit Committee (Chair), Compensation Committee (member), Nominating & Corporate Governance Committee (member); designated audit committee financial expert .
- Independence and attendance
- Board affirmed his independence under NYSE standards; Board is majority independent .
- In 2024, the Board held 5 meetings; each current director attended at least 75% of combined Board and committee meetings .
- Committee cadence and oversight
- Audit Committee met 4 times in 2024; oversees financial reporting, auditor selection, internal controls, risk management, legal/regulatory compliance, whistleblower procedures, and Board self-evaluation .
- Compensation Committee met 4 times in 2024; oversees executive and director pay, equity plans, and compensation risk .
- Nominating & Corporate Governance Committee met 4 times in 2024; oversees board composition, governance policies, ESG program, and Sustainability Council reporting .
Fixed Compensation (Director)
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director cash retainer . |
| Additional cash retainers | $0 | No separate cash fees disclosed for chair or committees in 2024 (equity used for committee roles) . |
| FY2024 Non-Employee Director Compensation (Morse) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrew R. Morse | 75,000 | 148,432 | 223,432 |
| Source | |||
Performance Compensation (Director Equity)
- Grant methodology: To smooth stock volatility, the number of restricted shares is calculated using a 60-day VWAP; grants then reported at grant-date fair value (closing price/ASC 718) .
- Vesting: 2024 director restricted shares vest on the earlier of the 2025 annual meeting or June 4, 2025, contingent on service .
| FY2024 Equity Awards to Andrew R. Morse | Grant date fair value ($) | Shares (#) | Vesting |
|---|---|---|---|
| Board service (annual) | 80,278 | 6,701 | Earlier of 2025 meeting or Jun 4, 2025 |
| Non-Executive Chairman add-on | 36,335 | 3,033 | Earlier of 2025 meeting or Jun 4, 2025 |
| Audit Committee Chair | 18,174 | 1,517 | Earlier of 2025 meeting or Jun 4, 2025 |
| Compensation Committee member | 9,093 | 759 | Earlier of 2025 meeting or Jun 4, 2025 |
| Nominating & Governance Committee member | 4,552 | 380 | Earlier of 2025 meeting or Jun 4, 2025 |
- Outstanding equity (as of Dec 31, 2024): 12,390 restricted shares scheduled to vest at/near 2025 meeting; 46,838 stock options outstanding, all exercisable .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond SMHI . |
| Prior public company boards | SEACOR Holdings (1998–2017); Seabulk International (through Mar 2006) . |
| Compensation committee interlocks | None; no SMHI executives served on another company’s compensation committee where its executives served on SMHI’s Board/Comp Committee in 2024 . |
Expertise & Qualifications
- Capital markets and wealth management leadership (Salomon Smith Barney → UBS → Hightower), bringing corporate finance depth to audit, compensation, and nominating work .
- Board-designated audit committee financial expert; extensive audit oversight experience .
- Sector familiarity via legacy SEACOR/Seabulk directorships; exposure to energy/maritime cycles .
- Independent Board leadership experience as Non-Executive Chairman, presiding over executive sessions and governance communications .
Equity Ownership
| Holder | Total beneficial ownership (#) | % of Class | Composition & Notes |
|---|---|---|---|
| Andrew R. Morse | 187,978 | <1% | 128,750 direct; 12,390 restricted shares (service vest 2025); 46,838 options exercisable within 60 days of 4/14/2025 . |
- Hedging/pledging: Company policy restricts hedging and pledging by directors; trades require pre-clearance (insider trading procedures in place) .
- Director ownership guidelines: Not disclosed for directors; executive officer stock ownership guidelines apply to SVP+ roles (not directors) .
Governance Assessment
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Strengths supporting investor confidence
- Independent Board leadership with a separate Non-Executive Chairman; Morse presides over executive sessions and facilitates independent oversight .
- Financial sophistication (audit committee financial expert) and deep capital markets background strengthens Audit Committee quality; he chairs Audit and signed the Audit Committee report .
- Clear independence and no disclosed related-party transactions connected to Morse; Board is majority independent –.
- Director pay mix emphasizes equity (time-based RS) with short-dated vesting aligned to annual accountability; smoothing via 60-day VWAP avoids windfalls from grant-date volatility .
- Shareholder-aligned features: anti-hedging/pledging policy; double-trigger change-of-control vesting under equity plan; strong Say-on-Pay support (97% in 2024) indicating broad investor endorsement of pay practices .
- Termination of Carlyle board nomination/observer rights (Dec 16, 2024) reduces sponsor influence and potential conflicts; Carlyle stake and warrants were repurchased in April 2025 .
-
Potential watch items
- Concentration of roles: Combining Non-Executive Chairman and Audit Committee Chair centralizes significant board leadership and financial oversight in one individual; while permissible, some investors prefer further dispersion of committee chair roles for checks-and-balances .
- Attendance disclosure is “at least 75%” rather than 100%; no issue flagged, but investors often favor explicit 100% attendance where feasible .
Overall, Morse’s independence, finance expertise, and leadership roles (Board Chair and Audit Chair) suggest strong governance influence and effective oversight. Equity-heavy director compensation and anti-hedging/pledging policies align director incentives with shareholders, while recent removal of sponsor board rights further reduces conflict risk – .