Jesús Llorca
About Jesús Llorca
Jesús Llorca (age 49) is Executive Vice President and Chief Financial Officer of SEACOR Marine Holdings Inc. (SMHI) since April 2, 2018; previously EVP Corporate Development (2017–2018), Vice President at SEACOR Holdings (2007–2017), and earlier operational roles at Nabors Drilling (2000–2004). He holds degrees in business and law from ICADE . SMHI’s recent performance context: FY 2024 revenue $271.4M vs. $279.5M in FY 2023 and $217.3M in FY 2022; EBITDA $27.7M*, $67.9M*, and $0.6M* respectively; Net income (loss) was $(78.1)M, $(9.3)M, and $(71.7)M , FY2023: , FY2022: ]. Pay-versus-performance disclosures highlight share price, Direct Vessel Profit, and cash flow from operations as key financial performance measures; cumulative TSR value of an initial $100 investment reached $242 in 2024 (measurement starting 2021) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SEACOR Marine (post spin-off) | EVP Corporate Development | 2017–2018 | Led corporate development through spin-off period |
| SEACOR Holdings | Vice President | 2007–2017 | Corporate finance and development across the group |
| SEACOR Holdings | Corporate Group | 2004–2007 | Corporate initiatives and support roles |
| Nabors Drilling | International operational/management roles | 2000–2004 | Field operations and management experience in energy services |
External Roles
No public company directorships or external board roles disclosed for Llorca in company filings .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 375,000 | 375,000 |
| Target Bonus (% of salary) | 100% (per employment agreement) | 100% | 100% |
| Cash Bonus Paid ($) | 500,000 | 625,000 | 500,000 |
| Stock Awards Grant-Date Fair Value ($) | 1,193,785 | 1,522,531 | 2,049,828 |
| All Other Compensation ($) | 10,675 | 13,200 | 13,800 |
| Total ($) | 2,079,460 | 2,535,731 | 2,938,628 |
- Bonus deferral mechanics: 40% of the annual bonus is deferred—20% payable in Q1 of the following two years—subject to continued employment; 60% paid in Feb/Mar following year. Unpaid portions are accelerated upon termination without Cause or for Good Reason, or upon Change in Control as defined in agreements .
Performance Compensation
2024 PRSUs Award Structure (granted Mar 4, 2024)
| Metric | Tranche thresholds (stock price) | Measurement window | Earned status at 12/31/2024 | Vesting/Settlement |
|---|---|---|---|---|
| SMHI Closing Price | $13.29; $15.13; $17.08; $19.02; $20.86 | 60 consecutive trading days within 3 years from grant | None achieved as of 12/31/2024 | Earned PRSUs, if any, settle at 3rd anniversary (Mar 4, 2027) contingent on employment; accelerated upon change-in-control per plan terms |
Prior PRSU Cohorts
| Grant | Tranche hurdles | Status as of latest disclosed date | Settlement timing |
|---|---|---|---|
| 2022 PRSUs (3/11/2022) | $5.02; $5.72; $6.45; $7.19; $7.88 | 100% achieved; settled Mar 11, 2025 | |
| 2023 PRSUs (3/7/2023) | $11.61; $13.21; $14.91; $16.62; $18.22 | 1 tranche achieved (20%) as of 12/31/2024 | Settles Mar 7, 2026, subject to service |
2024 Grants to Llorca (Plan-Based Awards)
| Award type | Approval date | Grant date | Shares/Units | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | 2/29/2024 | 3/4/2024 | 128,328 | 1,575,868 | Ratable over 3 years starting 3/4/2025; subject to service and accelerated for certain events |
| PRSUs | 2/29/2024 | 3/4/2024 | 50,475 target | 473,960 | Earned by price hurdles; settle at 3rd anniversary subject to service |
Equity Grant Practices and Clawbacks
- Grant sizing uses multi-day VWAP to mitigate share-price volatility effects; grants generally in March (executives) .
- Clawback policy adopted per NYSE listing standards; covers incentive compensation “received” in the 3 prior fiscal years in case of “Big R” or “little r” restatements .
Equity Ownership & Alignment
| Ownership element | Amount | Details |
|---|---|---|
| Total beneficial ownership | 680,624 shares (2.5% of class) | As of April 14, 2025; includes direct, restricted, and options exercisable within 60 days |
| Directly owned | 258,287 shares | — |
| Restricted stock (voting power, unvested) | 272,337 shares | Vesting schedules below |
| Options exercisable ≤60 days | 150,000 shares | See option schedule |
| Stock ownership guideline | 3× base salary for EVP; all NEOs in compliance by 2/26/2025 | PRSUs and options do not count toward guideline |
| Hedging/Pledging | Prohibited; pre-clearance required for any hedging-like arrangement; pledges/margin accounts disallowed | Company Insider Trading and Tipping Procedures and Guidelines |
Vesting Schedules (as of 12/31/2024)
| Instrument | Count | Vesting dates and notes |
|---|---|---|
| Restricted stock (grant cohorts) | 54,619 | Vested on Mar 4, 2025 |
| 78,592 | Vests Mar 4, 2025 and Mar 4, 2026 (equal installments) | |
| 128,328 | Vests Mar 4 of 2025, 2026, 2027 (equal installments) | |
| PRSUs (unearned at 12/31/2024) | 45,515 (2022) | Earned; settled Mar 11, 2025 |
| 38,515 (2023) | 1 tranche achieved; settle Mar 7, 2026 subject to service | |
| 50,475 (2024) | None achieved as of 12/31/2024; potential settlement Mar 4, 2027 |
Option Awards (exercisable; Llorca)
| Options exercisable | Strike ($) | Expiration |
|---|---|---|
| 75,000 | 12.50 | 11/22/2027 |
| 6,250 | 22.04 | 4/24/2028 |
| 6,250 | 22.95 | 4/24/2028 |
| 6,250 | 22.38 | 4/24/2028 |
| 6,250 | 11.76 | 4/24/2028 |
| 6,250 | 13.28 | 4/16/2029 |
| 6,250 | 14.31 | 4/16/2029 |
| 6,250 | 13.98 | 4/16/2029 |
| 6,250 | 13.22 | 4/16/2029 |
| 6,250 | 6.97 | 3/5/2030 |
| 18,750 | 4.39 | 3/5/2030 |
Insider Transactions (selling pressure and vesting-related activity)
- Reported sale of 14,168 SMHI shares by Llorca on July 16, 2024; post-sale holdings cited at 430,638 shares (third-party summary) .
- Form 4 filings in March 2024 and March 2025 reflect equity vesting/settlement activity (including PRSUs), consistent with scheduled vesting .
Employment Terms
| Provision | Key terms for Llorca |
|---|---|
| Employment agreement effective | November 5, 2019; target annual bonus set at 100% of base salary |
| Severance on Qualifying Termination (without Cause or for Good Reason) | Lump-sum base salary multiple 1.75×; bonus: average of last 3 years’ cash bonuses; prorated current-year bonus based on actual metrics; lump-sum for employer portion of health benefits for 21 months; immediate vesting of certain unvested equity and extended option exercise period |
| Change-in-Control | Double-trigger: same severance, with at least target bonus for the year; equity treatment per plan—replacement awards do not accelerate unless involuntary termination within 2 years post-CIC; performance awards may vest based on achieved hurdles or CIC consideration values |
| Restrictive covenants | Non-compete, non-solicit, non-disparagement post-termination (terms described but durations not quantified in proxy) |
Potential Payments (illustrative as of 12/31/2024)
| Scenario | Severance ($) | Annual Incentive ($) | Restricted Stock ($) | PRSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause or Good Reason | 686,343 | 866,667 | 1,715,696 | 349,110 | 3,617,815 |
| Death/Qualified Retirement | — | — | 1,715,696 | 349,110 | 2,064,806 |
| Disability | — | — | 1,715,696 | 349,110 | 2,064,806 |
| Change in Control (double-trigger) | 686,343 | 866,667 | 1,715,696 | 349,110 | 3,617,815 |
Compensation Structure Analysis
- Shift toward performance-linked equity: Significant PRSU usage with multi-tranche price hurdles and 3-year performance periods; 2022 PRSUs fully achieved, 2023 partially achieved, none for 2024 as of 12/31/2024—aligns realized pay with share price outcomes .
- Discretionary bonuses with retention focus: Annual cash bonuses determined by individual contributions and retention needs amid sector volatility; 40% deferred over two years—adds retention hook and defers cash outflows .
- No tax gross-ups; clawback policy in place—shareholder-friendly features .
- Stock ownership guidelines (EVP at 3× salary) met—skin-in-the-game alignment .
- Hedging and pledging prohibited—reduces misalignment risk .
Say-on-Pay & Peer Group
- 2024 Say-on-Pay approval: 97% support—strong investor endorsement of NEO compensation program .
- Compensation peer group used for market context (no fixed percentile target): Bristow Group, Diamond Offshore, Dorian LPG, Forum Energy Technologies, Gulf Island Fabrication, Helix Energy Solutions, Innovex International, International Seaways, Newpark Resources, Oil States International, Overseas Shipholding Group, Tidewater .
- Frequency: Annual say-on-pay votes; next frequency vote expected 2029 .
Financial Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 217,325,000 | 279,511,000 | 271,361,000 |
| EBITDA ($) | 560,000* | 67,930,000* | 27,718,000* |
| Net Income - (IS) ($) | (71,650,000)* | (9,314,000)* | (78,124,000)* |
| Cash from Operations ($) | (14,616,000)* | 8,947,000 | (10,262,000)* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 69,808,000 | 55,499,000 | 60,810,000 | 59,194,000 |
| EBITDA ($) | 11,847,000* | 1,748,000* | (1,006,000)* | (39,000)* |
| Net Income - (IS) ($) | (26,226,000) | (15,489,000)* | (6,727,000)* | 8,994,000 |
Values marked with * retrieved from S&P Global.
Investment Implications
- Alignment: Llorca’s compensation leans heavily on equity with price-hurdled PRSUs and multi-year vesting, plus ownership guidelines met—strong long-term alignment. Deferred bonuses create retention hooks and may smooth selling pressure, though periodic Form 4 sales (e.g., July 2024) suggest some liquidity events; these appear consistent with vesting/withholding cycles .
- Risk/retention: Double-trigger severance with 1.75× salary and bonus averaging provides moderate protection; vesting acceleration mechanics (particularly for earned PRSUs) reduce abrupt loss of equity value on involuntary events—lower near-term retention risk, but sector cyclicality could affect realized pay via PRSU hurdles .
- Signals: 2022 PRSUs fully achieved; partial 2023 achievement; no 2024 tranche achieved as of 12/31/2024—implies realized variable pay is sensitive to equity performance and market conditions. High say-on-pay approval (97%) indicates investor comfort with the pay design .