Daniel Hudson
Executive Vice President, General Counsel and Corporate Secretary at TDW
Executive
About Daniel Hudson
Daniel A. Hudson, 53, serves as Executive Vice President, General Counsel & Corporate Secretary at Tidewater Inc. (TDW) and is the company’s Chief Compliance Officer; he has held this role since March 2021 after joining Tidewater in 2006 and progressing through Staff Attorney, Regional Counsel, Managing Counsel, Assistant General Counsel, and Vice President roles . He holds a B.A. from the University of St. Thomas (Houston), a J.D. from Loyola University New Orleans College of Law, and completed MIT Sloan’s “Leading Operational Excellence” program . Tidewater’s stock and operating performance during his tenure has been strong, with 2022 PRSUs vesting at 200% based on 411% absolute TSR over the three years ended December 31, 2024 and 93rd percentile relative TSR vs the peer set . Company financials have expanded over 2022–2024 (revenues and EBITDA shown below; EBITDA noted from S&P Global).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $641,404,000 | $998,993,000 | $1,337,637,000 |
| EBITDA ($USD) | $112,135,000* | $301,142,000* | $446,818,000* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tidewater Inc. | Executive Vice President, General Counsel & Corporate Secretary | Mar 2021–present | Executive legal leadership, corporate governance, compliance oversight (Chief Compliance Officer) |
| Tidewater Inc. | Vice President, General Counsel & Corporate Secretary | Sep 2019–Mar 2021 | Led legal function through industry consolidation; elevated governance and disclosure controls |
| Tidewater Inc. | Assistant General Counsel | 2017–2019 | Senior legal counsel; supported global operations |
| Tidewater Inc. | Managing Counsel | 2015–2017 | Managed legal team; implemented controls across regions |
| Tidewater Inc. | Regional Counsel (international) | 2012–2015 | Provided legal support across global locations; risk management in multiple jurisdictions |
| Tidewater Inc. | Staff Attorney (New Orleans) | 2007–2012 | Core legal support; compliance and contract work |
| Tidewater Inc. | Joined company | 2006 | Transition to maritime/offshore legal from healthcare administration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthcare administration (unspecified) | Administration | Pre-2006 (prior to joining Tidewater) | Cross-industry operational experience referenced in executive bio |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $311,250 | $315,000 | $330,000 (mid-year adjustment) |
| Target Bonus (% of Salary) | 100% (STI policy for EVPs) | 100% | 100% |
| Actual STI Paid ($) | $305,025 | — (2023 STI payout not shown; one-time bonus paid instead) | $270,600 (82% corporate payout factor) |
| One-Time Bonus ($) | — | $315,000 (Swire integration) | — |
Notes:
- Target bonus for EVPs (including Hudson) set at 100% of base salary; corporate payout factor for FY 2024 was 82% .
- 2023 one-time cash bonus paid for successful Swire integration .
Performance Compensation
2024 Short-Term Incentive (STI) – Metrics, Targets, and Outcomes
| Metric | Weight | Target | Maximum | Actual | Percent of Target Earned | Weighted Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Free Cash Flow | 50% | $387.0M | $450.0M | $344.0M | 72% | 36.0% | N/A (cash) |
| Safety (LTIF/TRCF) | 10% | LTIF 0.11; TRCF 0.62 | — | Achieved (0.11 / 0.62) | 100% | 10.0% | N/A |
| Individual Performance | 20% | Committee subjective | — | 120% achievement | 120% | 24.0% | N/A |
| Operational Efficiency – Scheduled Dry Docks | Part of 20% | $127.0M | — | $133.2M | 0% | — | N/A |
| Operational Efficiency – Forecasting | Part of 20% | Meet/Exceed | — | Not meet | 0% | — | N/A |
| Operational Efficiency – DFR Days | Part of 20% | ≤3,378 days | — | 2,743 days | 100% | — | N/A |
| Operational Efficiency – Maintenance Module | Part of 20% | 160 vessels | — | 175 vessels | 100% | — | N/A |
| Operational Efficiency – Climate Readiness | Part of 20% | By 12/31/2024 | — | Completed | 100% | — | N/A |
- Overall calculated percent of target earned for 2024 STI: 82.0% .
2024 Long-Term Incentive (LTI) – RSUs and PRSUs
| Award Type | Grant Date | Shares (Target) | Grant-Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSU (time-based) | 03/21/2024 | 4,730 | $424,991 | Vests in 3 equal annual installments (Mar 22, 2025/2026/2027) | None |
| PRSU (TSR-based) | 03/21/2024 | 4,730 (target) | $651,321 | 3-year cliff (ending 12/31/2026) | Relative TSR vs peer group with payout 0–200%; capped at 100% if absolute TSR < 0% |
Additional program design:
- 2024 PRSU peer group includes Bristow Group, Valaris, Diamond Offshore, Oceaneering, Helix, TETRA, Noble, International Seaways, and others (full list in proxy) .
- For EVPs in 2024, LTI mix is 50% RSUs and 50% PRSUs to increase shareholder alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 72,211 shares; less than 1% of class (based on 50,853,374 shares outstanding on April 11, 2025) |
| Unvested Awards at 12/31/2024 | RSU 03/10/2022: 11,280 shares ($617,129); RSU 03/16/2023: 10,676 ($584,084); RSU 03/21/2024: 4,730 ($258,778); PRSU 03/16/2023: 9,339 ($510,937); PRSU 03/21/2024: 4,730 ($258,778). Market value based on $54.71/share at 12/31/2024 . |
| Stock Ownership Guidelines | EVPs must hold ≥3× salary within 5 years; time-based awards count, performance-based do not . |
| Hedging/Pledging | Blanket prohibition on hedging and pledging company securities for all insiders . |
| Options | Company did not grant options in 2024; options not part of current program . |
Employment Terms
| Provision | Hudson Terms |
|---|---|
| Agreement Structure | Consolidated Severance and Change of Control Agreement (2021); evergreen one-year renewals; extended through December 31, 2025 . |
| Severance (without Cause / Good Reason) | Cash severance: 1.5× (base salary + target bonus) . |
| Change-in-Control (CIC) without Termination | No single-trigger benefits; annual incentive for full fiscal year only; no automatic acceleration of equity . |
| CIC with Termination | Cash severance: 2× (base salary + greater of 3-year average bonus or target bonus) . |
| Equity Acceleration | Death/Disability: accelerated vesting of all time-based and performance-based RSUs (assumes target) . Termination without Cause/Good Reason: accelerates time-based RSUs scheduled in next 12 months and retains PRSUs with potential vest in next 12 months . |
| COBRA/Outplacement | COBRA continuation: 18 months; max outplacement $25,000 under CIC+termination . |
| Clawback | Compensation Recovery Policy aligned with SEC Rule 10D-1 and NYSE standards (restatement-related) . |
| Tax Gross-Ups | None; no income or excise tax gross-ups . |
| Ownership Policy | Robust officer stock ownership requirements (CEO 5×, EVPs 3×, others 2×); five-year compliance window . |
| Insider Trading Policy | Prohibits short-term trading, short sales, options/derivatives; bans hedging/monetization and pledging of securities . |
Estimated Payments – Hudson (as of 12/31/2024)
| Scenario | Accelerated Equity ($) | Cash Severance ($) | Additional Benefits ($) | Annual Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | $2,012,397.93 | — | — | $270,600.00 | $2,282,997.93 |
| Termination without Cause/Good Reason | $1,287,381.01 | $1,005,000.00 | $34,725.06 | $270,600.00 | $2,597,706.07 |
| CIC (no termination) | — | — | — | $270,600.00 | $270,600.00 |
| CIC with Termination | $2,012,397.93 | $1,340,000.00 | $71,300.08 | $270,600.00 | $3,694,298.01 |
Investment Implications
- Pay-for-performance and TSR linkage: Hudson’s incentive mix is 50% PRSUs and 50% RSUs, with PRSUs tied to relative TSR and capped if absolute TSR is negative—aligning payouts with shareholder returns; 2022 PRSUs vested at 200% on 411% absolute TSR and 93rd percentile relative TSR, underscoring strong alignment with shareholder value creation .
- Near-term selling pressure and retention: Multiple unvested RSU tranches (2022/2023/2024) and 3-year cliff PRSUs create ongoing vesting events that can lead to periodic sales, but the blanket prohibition on hedging/pledging and robust ownership guidelines reduce misalignment risk; mid-year salary adjustment and consistent STI targets support retention while keeping most pay at-risk .
- Contract economics and double-trigger protection: No single-trigger CIC benefits; severance of 1.5× (base+target) on regular termination and 2× (base+greater of 3-year average or target bonus) on CIC+termination, plus limited COBRA/outplacement—appropriate guardrails that mitigate windfall optics while preserving retention through cycles .
- Governance quality and risk controls: Clawback policy aligned with Rule 10D-1, prohibition on option repricing, independent compensation consultant, and explicit insider trading restrictions (including bans on derivatives and pledging) reflect strong governance and lower compensation-related risk .
- Role-specific execution risk: As GC and Chief Compliance Officer, Hudson’s oversight of disclosure controls, anti-corruption/FCPA compliance, and stakeholder communications points to disciplined risk management—material for protecting valuation in a global OSV footprint .