Julie Persily
About Julie Persily
Julie Persily, age 59, has served as an independent director of SEACOR Marine Holdings Inc. (SMHI) since April 2018. She brings deep finance and capital markets expertise, including leveraged finance leadership roles at Citigroup and Nomura, and holds a BA in Economics and Psychology from Columbia College and an MBA in Finance and Accounting from Columbia Business School . The Board has affirmatively determined she is independent under NYSE rules and SEACOR Marine’s categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Co-head of Leveraged Finance; previously Head of Acquisition Finance | Nearly 10 years | Led major leveraged finance and acquisition finance mandates |
| Nomura Securities | Co-head of Leveraged Finance and Capital Markets | Not disclosed | Senior leadership across leveraged finance and capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investcorp Credit Management BDC, Inc. (NASDAQ) | Director | Since 2013 | Member: Audit, Nominating; Chair: Compensation, Valuation |
| Runway Growth Finance Corp. (NASDAQ) | Director | Since 2017 | Chair: Audit; Member: Nominating & Corporate Governance, Compensation |
| StepStone Private Credit Fund LLC (BDC, non-exchange traded) | Director | Since 2023 | Member: Audit; Member: Nominating & Corporate Governance |
Board Governance
- Committee assignments: Audit Committee member, Compensation Committee member, and Nominating & Corporate Governance Committee member .
- Chair roles: Not a chair at SMHI; Audit Chair is Andrew R. Morse; Compensation Chair is R. Christopher Regan; Nominating & Corporate Governance Chair is R. Christopher Regan .
- Independence status: Determined independent under NYSE rules and Company standards .
- Attendance: In 2024, the Board held five meetings and each current director attended at least 75% of Board and committee meetings; directors attended the 2024 annual meeting .
- Committee engagement: Audit met 4 times in 2024 (plus one written consent), Compensation met 4 times (plus one written consent), Nominating & Corporate Governance met 4 times (plus one written consent) . Audit Committee issued its report recommending inclusion of audited financials in the 2024 Annual Report; members included Andrew R. Morse (Chair), R. Christopher Regan, Julie Persily, and Lisa P. Young .
- Busy director oversight: The Board specifically assessed Ms. Persily’s simultaneous service on four public company audit committees and determined it does not impair her ability to effectively serve on SMHI’s Audit Committee .
- Director-management engagement: CEO hosts a monthly conference call with directors and senior management to discuss business developments .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer (prorated for mid-year appointees; not applicable to Persily) |
| Meeting fees | $0 | Directors are not compensated for attending Board or committee meetings |
| Committee chair cash fees | $0 | Chair compensation delivered via equity grants; Persily is not a chair |
| Total cash (2024) | $75,000 | As reported in non-employee director compensation table |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Role Basis |
|---|---|---|---|---|---|
| Board service RS | 2024-06-04 | 6,701 | $80,278 | Earlier of 2025 annual meeting or 2025-06-04 | Non-employee director annual equity grant |
| Audit Committee RS | 2024-06-04 | 759 | $9,093 | Earlier of 2025 annual meeting or 2025-06-04 | Committee member equity grant |
| Compensation Committee RS | 2024-06-04 | 759 | $9,093 | Earlier of 2025 annual meeting or 2025-06-04 | Committee member equity grant |
| Nominating & Corp Gov RS | 2024-06-04 | 380 | $4,552 | Earlier of 2025 annual meeting or 2025-06-04 | Committee member equity grant |
| Stock Options (outstanding) | As of 2024-12-31 | 30,138 | N/A | All exercisable | Legacy option awards outstanding |
- Methodology: Number of RS shares calculated using a trailing 60-day VWAP to smooth volatility; may result in higher or lower share counts vs grant-date close price in any year .
- Performance metrics: Director equity awards are time-based RS grants; no performance metrics (e.g., TSR/EBITDA targets) disclosed for director compensation .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Notes |
|---|---|---|
| Investcorp Credit Management BDC, Inc. | None disclosed | Finance/credit-oriented BDC; no SMHI-related transactions disclosed |
| Runway Growth Finance Corp. | None disclosed | Finance/credit-oriented BDC; no SMHI-related transactions disclosed |
| StepStone Private Credit Fund LLC | None disclosed | Private credit BDC; no SMHI-related transactions disclosed |
Related party transactions disclosed in the proxy relate to CME/MexMar ties with Director Alfredo Miguel; no transactions involving Ms. Persily are described in the Related Party Transactions section .
Expertise & Qualifications
- Finance and capital markets veteran; leveraged finance leadership at Citigroup and Nomura .
- Governance experience as chair/member across audit, compensation, valuation, nominating committees at multiple BDCs .
- Academic credentials from Columbia College and Columbia Business School .
Equity Ownership
| Holder | As-of Date | Direct Shares | Restricted Shares (voting power) | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|---|
| Julie Persily | 2025-04-14 | 60,352 | 8,599 | 30,138 | 99,089 | <1% |
- RS vesting: 8,599 RS vest on earlier of the 2025 annual meeting or June 4, 2025, subject to continued service .
- Hedging/pledging: Company prohibits director hedging/pledging of Company securities, subject to pre-clearance protocol; trades reviewed by Compliance Officer/Committee .
- Ownership guidelines: Stock ownership guidelines apply to executive officers (CEO 5x, EVP 3x, SVP 2x salary); no director-specific ownership guideline disclosed .
Governance Assessment
- Strengths: Independent director with robust finance background; active across all three key committees (Audit, Compensation, Nominating & Corporate Governance), supporting board effectiveness and control environment . Board and committee attendance thresholds met; engagement reinforced by monthly CEO-director calls .
- Alignment: Receives mix of cash retainer and time-based RS grants across Board and committee service; maintains meaningful but sub-1% ownership with RS and exercisable options, aligning incentives with shareholders .
- Controls/Policies: Anti-hedging/pledging policy in effect; formal Related Party Transactions Policy with Audit Committee approval and recusals; independent compensation consultant retained and assessed for independence .
- Potential flags:
- Busy director risk: Simultaneous service on four public company audit committees; Board determined this does not impair her effectiveness on SMHI’s Audit Committee. Monitoring recommended given workload intensity in audit oversight environments .
- Performance-linked pay: Director equity awards are time-based; no performance metrics for director grants, which is standard but offers limited pay-for-performance linkage at the director level .
- Related-party exposure: None disclosed for Ms. Persily; related-party transactions disclosed involve CME affiliates with another director, with recusals and guidelines applied .
Director Compensation (2024) Summary
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Julie Persily | 75,000 | 103,016 | 178,016 |
Committee Memberships and Roles (SMHI)
| Committee | Role | Chair | 2024 Meeting Count |
|---|---|---|---|
| Audit | Member | Andrew R. Morse | 4 |
| Compensation | Member | R. Christopher Regan | 4 |
| Nominating & Corporate Governance | Member | R. Christopher Regan | 4 |
Related Party Transactions Context
| Topic | Detail |
|---|---|
| Policy | Audit Committee approves/ratifies transactions with related parties; recusals required; materiality and fairness assessed |
| CME/MexMar | Transactions with MexMar (CME affiliate) detailed; Director Alfredo Miguel recuses; no transactions disclosed involving Ms. Persily |
Compensation Structure Notes
- Equity grant sizing uses 60-day VWAP to smooth stock price volatility; vesting at earlier of next annual meeting or June 4, 2025 .
- No meeting fees; director pay consists of cash retainer and RS grants; chair roles receive additional RS grants rather than cash .
Oversight Infrastructure
- Audit Committee Report affirms audited financials inclusion in 2024 Annual Report; members include Persily .
- Independent compensation consultant LB&Co engaged since 2017; independence evaluated and affirmed .