John Gellert
About John Gellert
John Gellert, age 55, has served as President and Chief Executive Officer of SEACOR Marine Holdings Inc. (SMHI) and as a director since June 1, 2017. He previously served as Co-Chief Operating Officer of SEACOR Holdings (Feb 23, 2015–Jun 2017) and President of SEACOR’s Offshore Marine Services segment since July 2005, with various finance/analytical roles since 1992; he graduated from Harvard College . Board leadership is separated (Non-Executive Chairman: Andrew R. Morse), with a majority-independent board and regular executive sessions of independent directors . Pay-versus-performance shows SMHI’s initial $100 TSR at $125 (2021), $338 (2022), $465 (2023), and $242 (2024), alongside net income of $33.1m (2021), $(71.7)m (2022), $(9.3)m (2023), and $(78.1)m (2024), and Direct Vessel Profit of $43.5m (2021), $45.3m (2022), $119.9m (2023), and $74.1m (2024) .
SMHI financial trend (context for pay-for-performance):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $170,941,000 * | $217,325,000 * | $279,511,000 * | $271,361,000 * |
| EBITDA ($USD) | $(189,000)* | $560,000* | $67,930,000* | $27,718,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEACOR Holdings | Co-Chief Operating Officer | 2015–2017 | Senior oversight across segments; prepared for SMHI spin-off leadership . |
| SEACOR Holdings – Offshore Marine Services | President | 2005–2017 | Led offshore marine operations; positioned assets and strategy pre-spin . |
| SEACOR Holdings | Finance/analytical/chartering/marketing roles | 1992–2005 | Built domain expertise in operations and capital allocation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| International Support Vessel Owners Association | Executive committee member | Current | Industry policy and best practices . |
| Offshore Marine Service Association | Board member | Current | Industry advocacy and standards . |
| Cohesive Capital Management, L.P. | Executive council member | Current | Capital and network access . |
| National Ocean Industries Association | President (prior) | Prior | Sector leadership and policy influence . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $600,000 | $600,000 | $600,000 |
| Target Bonus (% of salary, per employment agreement) | 100% | 100% | 100% |
| Actual Annual Bonus ($) | $600,000 | $750,000 | $600,000 |
| Other Compensation ($ 401(k) match) | $10,675 | $13,200 | $13,800 |
| Total Reported Compensation ($) | $2,755,582 | $3,253,217 | $3,758,334 |
Annual bonus design: The Compensation Committee used discretion due to volatility, awarding 2024 bonuses considering individual contributions and retention; 60% paid Feb 2025, 20% due Q1’26 and 20% due Q1’27 (deferred and contingent on continued employment, with certain payout on termination without Cause/for Good Reason or upon Change in Control) .
Performance Compensation
Equity mix and terms:
| Grant | Grant Date | Structure | Target/Quantity | Performance Metric | Vesting/Settlement |
|---|---|---|---|---|---|
| Restricted Stock | Mar 4, 2024 | Time-based RS | 159,300 shares; GDFV $1,956,204 | N/A | Ratable over 3 years starting Mar 4, 2025; acceleration on death/qualified retirement/termination without Cause . |
| PRSUs | Mar 4, 2024 | 5 equal tranches | 62,655 units; GDFV $588,330 | Stock price hurdles: $13.29, $15.13, $17.08, $19.02, $20.86 (each must hold for 60 consecutive trading days during 3-year period) | Earn on hurdle achievement; settle at 3rd anniversary; continued employment required; acceleration rules apply for earned tranches . |
| PRSUs (Mar 7, 2023) | Mar 7, 2023 | 5 equal tranches | See Outstanding Awards | Hurdles: $11.61, $13.21, $14.91, $16.62, $18.22; 20% achieved by Dec 31, 2024 . | Settle Mar 7, 2026 if earned and service satisfied . |
| PRSUs (Mar 11, 2022) | Mar 11, 2022 | 5 equal tranches | See Outstanding Awards | Hurdles: $5.02, $5.72, $6.45, $7.19, $7.88; 100% achieved; settled Mar 11, 2025 . | Settled on third anniversary . |
Pay-versus-performance context (CAP vs TSR, Net Income, DVP):
| Year | PEO CAP ($) | SMHI TSR ($100 basis) | Peer TSR ($100 basis) | Net Income ($m) | Direct Vessel Profit ($m) |
|---|---|---|---|---|---|
| 2021 | $2,132,673 | $125 | $119 | $33.1 | $43.5 |
| 2022 | $5,568,170 | $338 | $189 | $(71.7) | $45.3 |
| 2023 | $5,015,116 | $465 | $189 | $(9.3) | $119.9 |
| 2024 | $597,286 | $242 | $173 | $(78.1) | $74.1 |
Design elements affecting incentives and risk:
- Stock ownership guidelines: CEO 5x salary; all NEOs compliant by Feb 26, 2025; plus new minimum holding period requiring CEO to hold at least 50% of net shares from options/RS/PRSUs for 12 months post issuance .
- Clawback: NYSE-compliant clawback applies to incentive compensation over the prior 3 fiscal years upon “Big R” or “little r” restatement .
- Policy: Restrictions against hedging and pledging by directors and senior officers .
- Equity grant calibration uses multi-day VWAP to mitigate stock volatility in share sizing .
Equity Ownership & Alignment
| Component (as of Apr 14, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership | 1,533,624 shares; 5.7% of class . |
| Direct shares | 687,555 . |
| Restricted stock (unvested, voting power) | 338,065 . |
| Options exercisable within 60 days | 260,000 . |
| Indirect ownership (entities) | 109,109 (JMG Assets LLC); 95,158 (JMG GST LLC); 26,557 (Michael E. Gellert 2011 Family Trust; disclaims except pecuniary interest); 17,180 (MCG Assets, LLC; disclaims except pecuniary interest) . |
Vested vs unvested and performance equity (as of Dec 31, 2024):
- Restricted stock not vested: 70,683 (2022 RS), 97,562 (2023 RS), 159,300 (2024 RS) .
- PRSUs unearned/outstanding: 58,905 (2022 PRSUs), 47,810 (2023 PRSUs), 62,655 (2024 PRSUs) .
- Stock options (exercisable tranches, selected): 150,000 @ $12.50 expiring 11/22/2027; 10,000 @ $22.04, 10,000 @ $22.95, 10,000 @ $22.38, 10,000 @ $11.76 (all expiring 4/24/2028); multiple 8,750 tranches with 2029 expiries; 8,750 @ $6.97 and 26,250 @ $4.39 expiring 3/5/2030 .
Alignment safeguards:
- Ownership guidelines met; CEO additional 12-month 50% net-share hold .
- Anti-hedging/pledging policy enforced through Compliance Officer pre-clearance .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement effective date | Nov 5, 2019 . |
| Base salary | $600,000 since Jan 1, 2022 . |
| Target bonus | 100% of base salary . |
| Severance (without Cause / Good Reason) | Lump sum 2.0x base salary; average annual bonus of prior 3 years; pro-rated current-year bonus (based on actual achievement); cash payment for employer portion of health benefits for 24 months; immediate vesting of certain equity awards; extended option exercise . |
| Change-in-control (double trigger) | Same benefits; bonus not less than target if within 2 years post-CoC . |
| Restrictive covenants | Non-competition, non-solicitation, non-disparagement post-termination . |
Potential payments (as of Dec 31, 2024 valuation):
| Scenario | Severance ($) | Annual Incentive ($) | RS ($) | PRSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason | $1,234,392 | $1,040,000 | $2,148,695 | $449,144 | $4,872,230 |
| Death/Qualified Retirement | — | — | $2,148,695 | $449,144 | $2,597,839 |
| Disability | — | — | $2,148,695 | $449,144 | $2,597,839 |
| Change in Control (double trigger) | $1,234,392 | $1,040,000 | $2,148,695 | $449,144 | $4,872,230 |
Note: Equity values reflect $6.56 closing price on Dec 31, 2024 .
Board Governance
- Board service: Director since June 2017; CEO since June 1, 2017 .
- Leadership structure: Separate Non-Executive Chairman and CEO; committee chairs are independent .
- Independence: Board majority independent; Gellert is not independent as CEO .
- Committees: Audit, Compensation, and Nominating & Corporate Governance composed entirely of independent directors; committee chairs identified (Audit: Morse; Compensation: Regan; Nominating: Regan) .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of combined Board/committee meetings; all directors attended 2024 annual meeting .
- Executive sessions: Regular sessions of independent directors led by Non-Executive Chairman .
- Director compensation: Gellert receives no compensation for Board service .
Dual-role implications:
- Separation of Chair/CEO mitigates concentration of power; independent committee structure and executive sessions enhance oversight and independence .
Director Compensation (for reference)
Non-employee director retainers and equity grants detailed; CEO receives none .
Compensation Peer Group & Say-on-Pay
- Peer companies used for benchmarking include 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; committee does not target a specific percentile .
- 2024 Say-on-Pay approval: 97% in favor; Committee reviewed results but made no changes solely due to the vote .
Compensation Structure Analysis
- Mix: Reported stock awards increased YoY for the CEO ($1.545m in 2022 → $1.890m in 2023 → $2.545m in 2024), reflecting larger RS/PRSU grants calibrated using 60-day VWAP amid volatility .
- Shift from options: Current equity program emphasizes RS/PRSUs; “currently the Company’s equity-based program does not include grants of stock options,” though legacy options remain outstanding .
- At-risk features: PRSUs require sustained price hurdles over 60 consecutive trading days and settlement at year 3; deferred cash bonuses (40%) add retention gates; double-trigger change-in-control limits windfalls .
- Shareholder protections: Clawback, anti-hedging/pledging, and stringent stock ownership/holding requirements .
Related Party Transactions & Red Flags
- Policy: Audit Committee reviews/approves related party transactions per formal policy .
- Governance signals: No tax gross-ups; clawback adopted; double-trigger CIC; policy against pledging/hedging .
- Historical board rights of Carlyle terminated after debt payoff; company repurchased remainder of Carlyle’s holdings/warrants (Apr 4, 2025) .
Investment Implications
- Alignment: Significant beneficial ownership (5.7%), RS holdings, earned PRSU history (2022 PRSUs fully achieved), ownership guidelines met, and a 12-month 50% net-share hold requirement point to strong alignment and reduced near-term selling pressure from vesting .
- Incentive levers: 2024 PRSUs create explicit stock-price hurdles ($13.29–$20.86) requiring sustained performance, focusing management on durable value creation; settlement at year three tightens long-term focus .
- Retention risk: Deferred bonus structure (payments stretching into 2026–2027) and severance protections (2.0x salary plus average bonus; equity acceleration for certain events) reduce immediate attrition risk but raise program cost if turnover occurs .
- Governance quality: Separated