Gregory Rossmiller
About Gregory Rossmiller
Gregory Rossmiller, age 55, is Senior Vice President and Chief Accounting Officer at SEACOR Marine (SMHI) since April 17, 2018; he completed Harvard Business School’s General Management Program and holds a B.A. from the University of Northern Iowa . During his tenure, the company’s pay-versus-performance disclosures show cumulative SMHI TSR of 242 in 2024 vs 465 in 2023 and 338 in 2022 (peer TSR 173 in 2024), Direct Vessel Profit of $74.1 million in 2024 vs $119.9 million in 2023, and Net Loss of $(78.1) million in 2024 vs $(9.3) million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applus Energy & Industry (Applus Services S.A.) | Chief Financial Officer – North America | 2009–2018 | Led regional finance; industry services for energy and industrial verticals . |
| Pride International | Corporate Controller | 2005–2009 | Oversaw financial controls at global drilling contractor . |
| Nabors Drilling International Ltd. | Controller; Assistant Controller | 1997–2005 | Built international controls, reporting and accounting infrastructure . |
| Cooper Industries; Deloitte & Touche | Audit roles | Pre-1997 | External and industry audit experience . |
External Roles
No public company board directorships or committee roles disclosed for Rossmiller .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 325,000 |
| Target Bonus (% of Salary) | 100% (per employment agreement) | 100% | 100% |
| Actual Annual Bonus ($) | 350,000 | 450,000 | 360,000 |
| Bonus Payment Structure | 60% paid Apr 2023; 20% Mar 2024; 20% Feb 2025 | 60% Mar 2024; 20% Feb 2025; 20% Q1 2026 | 60% Feb 2025; 20% Q1 2026; 20% Q1 2027 |
| All Other Compensation ($) | 10,675 | 13,200 | 13,800 |
| Notes | Annual salaries unchanged since Jan 1, 2022 | — | Bonuses discretionary (retention/strategic contributions) due to volatility |
Performance Compensation
Equity Grants and Vesting Conditions
| Year | Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Performance Metric & Targets | Vesting/Settlement |
|---|---|---|---|---|---|---|
| 2024 | Restricted Stock | 3/4/2024 | 61,953 | 760,783 | Time-based | Ratable over 3 years starting 3/4/2025 |
| 2024 | PRSUs | 3/4/2024 | 24,370 (target) | 228,834 | Stock price hurdles: $13.29, $15.13, $17.08, $19.02, $20.86 (each tranche) for 60 consecutive trading days | Earn each tranche upon hurdle; settlement at 3rd anniversary; service condition with acceleration for certain involuntary terminations |
| 2023 | Restricted Stock | 3/7/2023 | 56,913 | 590,188 | Time-based | Ratable over 3 years starting 3/4/2024 |
| 2023 | PRSUs | 3/7/2023 | 18,595 (target) | 144,855 | Stock price hurdles: $11.61, $13.21, $14.91, $16.62, $18.22 (each tranche) for 60 consecutive trading days | Earn each tranche upon hurdle; settlement at 3rd anniversary; service condition; none of 2023 hurdles met as of 12/31/2023 |
| 2021 (context) | PRSUs | 3/12/2021 | — | — | Stock price hurdles: $3.98, $4.53, $5.11, $5.69, $6.24 | 100% achieved; settled 3/12/2024 |
Option Awards (as of 12/31/2024)
| Strike ($) | Quantity (Exercisable) | Expiration | Notes |
|---|---|---|---|
| 22.04 | 25,000 | 4/24/2028 | — |
| 13.28 | 3,750 | 4/16/2029 | — |
| 14.31 | 3,750 | 4/16/2029 | — |
| 13.98 | 3,750 | 4/16/2029 | — |
| 13.22 | 3,750 | 4/16/2029 | — |
| 6.97 | 3,750 | 3/5/2030 | — |
| 4.39 | 11,250 | 3/5/2030 | — |
No stock option exercises by NEOs in 2024 or 2023 .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 258,275 (≈1.0%) | 288,514 (≈1.0%) | 338,204 (≈1.3%) |
| Ownership Breakdown (2025) | — | — | 151,726 direct; 131,478 restricted; 55,000 options (exercisable within 60 days) |
| Shares Outstanding (basis) | 27,096,812 (as of 4/3/2023) | 27,602,032 (as of 4/10/2024) | 26,852,347 (as of 4/14/2025) |
| Stock Ownership Guidelines | SVP requirement: 2x base salary; compliance within 5 years | All NEOs met as of 2/28/2024 | Policy unchanged |
| Hedging/Pledging | Prohibited; pre-clearance required for any monetization/hedging; Compliance officer controls windows | — | — |
| Clawback Policy | NYSE-compliant; 3-year lookback on erroneously awarded incentive comp; applies to Section 16 officers | — | — |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | November 5, 2019 |
| Base Salary & Target Bonus | Base $325,000; Target annual bonus 100% of base |
| Severance (Qualifying Termination) | Lump sum equal to 1.5x base salary; plus average annual cash bonus for last 3 years; pro-rated current-year bonus; employer portion of health benefits for 18 months; immediate vesting of certain equity awards and extended option exercise period |
| Change in Control | Double-trigger; same benefits as above; bonus floor at target in CoC termination within 2 years |
| Non-Compete/Non-Solicit | Post-termination covenants included; discretionary non-compete payment possible in disability/resignation without Good Reason scenarios |
| Potential Payments (as of 12/31/2024) | Total value: $2,103,469 (termination without cause/good reason or CoC double-trigger) |
Compensation Structure Analysis
- Mix trends: Annual bonuses remain discretionary, with 40% deferred over two additional years—explicit retention lever; equity tilted to RS and PRSUs with multi-year service and stock-price hurdles .
- Performance metrics: PRSUs hinge entirely on stock-price hurdles achieved over 60 consecutive trading days; 2021 PRSUs fully achieved and settled; 2023 PRSUs not achieved by 12/31/2023; 2024 PRSUs set at higher price hurdles, raising difficulty .
- Governance safeguards: NYSE-compliant clawback; no tax gross-ups; double-trigger vesting on CoC; hedging/pledging prohibited .
Say-on-Pay & Committee/Consultant
- Say-on-Pay: 96% approval at 2023 annual meeting; committee retained structure in 2023 given strong support .
- Compensation Committee: 2024—Regan (Chair), Morse, Persily (independent); 2025—Regan (Chair), Morse, Persily, Lisa P. Young .
- Consultant: LB&Co serves as independent compensation consultant; independence confirmed .
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative SMHI TSR (Value of $100) | 125 | 338 | 465 | 242 |
| Peer Group TSR (Value of $100) | 119 | 189 | 189 | 173 |
| Net Income (Loss) ($mm) | 33.1 | (71.7) | (9.3) | (78.1) |
| Direct Vessel Profit ($mm) | 43.5 | 45.3 | 119.9 | 74.1 |
Equity value realization: Rossmiller’s stock awards vesting generated $1,039,751 of value in 2024 and 582,157 in 2023, indicating meaningful at-risk pay alignment with equity performance .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—positive alignment safeguard .
- Clawback: Implemented per NYSE—improves pay integrity .
- Tax gross-ups: None—shareholder-friendly .
- Options repricing: Not disclosed; options outstanding with various strikes and expirations; no exercises in 2024/2023 .
- Deferred bonuses: Multi-year installment payments can reduce immediate selling pressure but create retention hooks; unpaid portions accelerate on termination/CiC per agreements .
Equity Award Status (Rossmiller at FY-end)
| As of | Unvested RS (#) | Market Value of RS ($) | PRSUs (unearned/target #) | PRSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 12/31/2023 | 25,478; 48,194; 56,913 (various grants) | 320,768; 606,762; 716,535 | 15,790; 20,080; 18,595 (across PRSU grants) | 198,796; 252,807; 234,111 |
| 12/31/2024 | 24,097; 37,942; 61,953 | 158,076; 248,900; 406,412 | 20,080; 18,595; 24,370 | 131,725; 121,983; 159,867 |
Employment Contracts—Severance & CoC Economics (Rossmiller)
| Scenario | Severance Payments | Annual Incentive | Equity Acceleration | Health Benefits |
|---|---|---|---|---|
| Termination Without Cause / Resignation for Good Reason | $513,294 (salary multiple + health benefits) | $620,667 (avg + installments) | RS and PRSU accelerations per plan | 18 months employer portion |
| Change-in-Control (Double Trigger) | Same as above; bonus ≥ target | Included (≥ target) | Accelerations per plan | As above |
Investment Implications
- Alignment: Significant equity exposure (338k beneficial shares, 1.3% of class), stringent anti-hedging/pledging, and NYSE clawback policy support investor alignment; SVP ownership guideline met .
- Retention vs. liquidity: Deferred cash bonuses and three-year RS/PRSUs create staggered vesting and payment schedules—reducing near-term selling pressure but embedding retention hooks; unpaid bonus installments accelerate upon termination/CiC, partially mitigating exit friction .
- Performance sensitivity: PRSUs are pure stock-price hurdles; 2024 targets stepped up to $13.29–$20.86, raising bar for upside; prior 2021 PRSUs fully achieved, while 2023 PRSUs not achieved by YE 2023—pay is levered to share performance outcomes .
- Risk watch: Net losses in 2024 and TSR retrenchment vs. 2023 suggest execution risk tied to market and operations; monitor future equity vesting milestones and any Form 4 activity for potential selling pressure around vest dates (no option exercises in 2024/2023) .
- Governance quality: Independent committee with LB&Co consultant, no tax gross-ups, and double-trigger protections point to balanced governance; strong 96% Say-on-Pay support indicates shareholder acceptance of the program as disclosed .