R. Christopher Regan
About R. Christopher Regan
Independent director of SEACOR Marine Holdings Inc. (SMHI) since May 2017; age 70. Professional background in strategy, operations, risk management, governance and compliance advisory across U.S. healthcare; co‑founder and senior managing director of The Chartis Group since March 2002. Previously served on SEACOR Holdings’ board from September 2005 to May 2017. The SMHI board has affirmatively determined Mr. Regan is independent under NYSE rules; all current directors attended at least 75% of combined board and committee meetings in 2024, and all attended the 2024 annual meeting (all plan to attend 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SEACOR Holdings | Director | Sep 2005 – May 2017 | Energy industry board experience |
| The Chartis Group | Co‑founder; Senior Managing Director | Mar 2002 – present | Strategy, risk management, governance and compliance advisory; core expertise cited by SMHI |
| H‑Works (The Advisory Board Company division) | President | Mar 2001 – Dec 2001 | Healthcare management consulting leadership |
| Channelpoint, Inc. | SVP | Jan 2000 – Dec 2000 | Healthcare information services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamilton College | Trustee | Not specified | Listed as current trustee |
| Other current public company directorships | — | — | None disclosed in SMHI’s 2025 proxy biography |
Board Governance
- Independence: Board majority is independent; Mr. Regan is independent per NYSE standards and SMHI’s categorical standards .
- Board structure: Separate Non‑Executive Chairman and CEO; Andrew R. Morse serves as Non‑Executive Chairman .
- Executive sessions: Independent directors meet in regular executive sessions presided over by the Non‑Executive Chairman .
- 2024 attendance: Board met 5 times; each current director attended at least 75% of combined board and committee meetings; all directors attended the 2024 annual meeting; all plan to attend the 2025 virtual meeting .
Committee assignments and chair roles:
- Audit Committee: Member (committee of Morse, Regan, Persily, Young). Audit Committee met 4 times in 2024; committee independence affirmed. Audit committee financial experts designated: Morse and Young (Regan is not designated) .
- Compensation Committee: Chair (committee of Regan, Morse, Persily, Young). Met 4 times in 2024; all members independent; no interlocks with management .
- Nominating & Corporate Governance Committee: Chair (committee of Regan, Morse, Persily, Young). Met 4 times in 2024; all members independent; committee also oversees ESG and the Sustainability Council .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount | Detail/Terms |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director cash retainer (Ms. Young prorated upon appointment) |
| Equity – Board service | $80,278 | 6,701 restricted shares granted 6/4/2024; vest on earlier of 2025 annual meeting or 6/4/2025 |
| Equity – Audit Committee member | $9,093 | 759 restricted shares (member grant) granted 6/4/2024; same vesting terms |
| Equity – Compensation Committee chair | $18,174 | 1,517 restricted shares (chair grant) granted 6/4/2024; same vesting terms |
| Equity – Nominating & Governance chair | $9,093 | 759 restricted shares (chair grant) granted 6/4/2024; same vesting terms |
| 2024 Director comp total – Regan | $191,637 | Fees earned $75,000; Stock awards $116,637 |
Notes:
- No meeting fees; directors are not compensated for attending meetings .
- Equity sizing used a 60‑day VWAP approach to smooth volatility; results may be above/below grant‑date close price in a given year .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance‑based metrics for director pay | Not applicable | Non‑employee director equity awards are time‑based RS; no director PSUs/options granted in 2024 . Executive PRSUs and metrics apply to NEOs, not directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None of the current Compensation Committee members (including Regan) is or was an SMHI officer/employee; no interlocks with entities where SMHI executives serve . |
| Current other public company boards (Regan) | None disclosed in SMHI’s 2025 proxy biography . |
Expertise & Qualifications
- Skills cited by SMHI: business valuations, risk management, financial governance, and compliance; these skills add value to Audit, Compensation, and Nominating & Governance committees .
- Audit Committee “financial expert” designations belong to Morse and Young (not Regan) .
Equity Ownership
| Holding detail (as of April 14, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 160,863 | “Represents less than 1.0%” of outstanding; includes direct, restricted stock, options exercisable within 60 days, and trust holdings . |
| Directly owned common stock | 42,289 | Direct ownership . |
| Restricted stock (sole voting power) | 9,736 | Vested/vesting per director award terms; 2024 director RS vest on earlier of 2025 annual meeting or 6/4/2025 . |
| Stock options (exercisable within 60 days) | 46,838 | All exercisable as of 12/31/2024 . |
| RC Regan Trust (spouse trustee) | 62,000 | Indirect beneficial ownership . |
| Pledging/hedging | Policy prohibits hedging/pledging by directors, executives, and employees; pre‑clearance required for any exceptions . |
Recent insider transaction:
| Date (filed) | Type | Shares | Price | Post‑transaction holdings |
|---|---|---|---|---|
| Nov 12, 2025 | Gift (Code G) | 13,515 | $0.00 | 127,147 total (approx. 78,662 direct; 48,485 indirect) per filing summary . |
Governance Signals and Shareholder Feedback
- Say‑on‑Pay momentum: 2024 advisory approval was 97% For, indicating strong prior support . At the 2025 annual meeting, Say‑on‑Pay was approved with 7,942,318 votes For, 6,365,168 Against, 215,208 Abstain (broker non‑votes 6,321,959), reflecting notably lower support vs. 2024, though still passing; the 2025 Equity Incentive Plan also passed (13,141,019 For, 1,314,117 Against, 67,558 Abstain) .
- Director election results: Regan received 12,172,719 For; 2,349,975 Withheld (broker non‑votes 6,321,959) in 2025 re‑election .
Related‑Party Exposure and Conflicts
- SMHI discloses ongoing related‑party transactions with CME (entities affiliated with director Alfredo Miguel Bejos) under Audit Committee oversight and pre‑set guidelines; 2024 activity included a $1.5m bareboat charter revenue, $0.3m management fee, and a $6.2m time charter routed via MexMar; variable pass‑through fee arrangements also described .
- No Regan‑specific related‑party transactions are disclosed in SMHI’s 2025 proxy statement .
- Carlyle rights were terminated following full payoff of notes on Dec 16, 2024; SMHI repurchased Carlyle’s remaining stake/warrants on Apr 4, 2025 (~9.1% on an as‑exercised basis) for ~$12.9m; Carlyle board nomination and observer rights ceased .
Compensation Structure Observations (Directors)
- Mix and risk: Director pay is primarily fixed cash plus time‑vesting RS; no performance‑based equity for directors (limits risk of discretionary pay; limited explicit pay‑for‑performance alignment at the director level) .
- Equity sizing methodology uses 60‑day VWAP to smooth volatility, potentially creating share count variance year‑to‑year vs. grant‑date close .
- Governance controls: Hedging/pledging restricted; independence of compensation decision‑makers; consultant retained for executive and director compensation assessments (LB&Co., independent) .
Governance Assessment
- Strengths:
- Independent director chairs two key committees (Compensation; Nominating & Governance), with multi‑year tenure and relevant risk/governance expertise .
- Board majority independent; robust committee independence; use of executive sessions; separation of Chair and CEO roles .
- Attendance thresholds met; all directors attended the 2024 annual meeting; committees met regularly in 2024 .
- Restrictions on hedging/pledging align director/shareholder interests; related‑party policy with Audit Committee oversight .
- Watch items / potential red flags:
- 2025 Say‑on‑Pay support declined materially vs. 2024’s 97% approval (though it passed), signaling investor scrutiny of pay design/outcomes (committee chaired by Regan) .
- Related‑party transactions with CME (another director) require continued rigorous oversight; while not involving Regan, overall board governance must ensure conflict mitigation .
- Not designated as an “audit committee financial expert” (the committee has qualifying experts), which is acceptable but relevant for audit oversight context .