Dick Fagerstal
Chairman of the Board at TDW
Board
About Dick H. Fagerstal
Independent Chairman of the Board of Tidewater Inc. since June 2023; director since July 2017. Age 64; committees: Audit and Nominating & Corporate Governance. Education: B.S. in Economics and Law (University of Gothenburg); MBA in Finance as a Fulbright Scholar (NYU). NACD Directorship Certification (2023) and Cyber Risk Oversight Certificate (2021); completed Harvard “Cybersecurity: The Intersection of Policy and Technology” (2020) and AI governance coursework at Stanford and Harvard (2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Marine Group | Executive Chairman | Feb 2020–Mar 2023; continued as director until sale Mar 2025 | Led subsea cable installation/maintenance across telecoms, offshore renewables, and oil & gas; oversight through sale |
| Global Marine Holdings LLC | Chairman & CEO | 2014–2020 | Prior owner/operator of subsea cable business |
| SEACOR Holdings Inc. | SVP Finance & Corporate Development; VP Finance & Treasurer | 2003–2014; 1997–2003 | Corporate finance and development across maritime/energy services |
| Era Group Inc. | EVP, CFO, and Director | 2011–2012 | Finance leadership; board experience in aviation services |
| Chiles Offshore Inc. | SVP, CFO, and Director | 1997–2002 | Offshore drilling finance leadership; board role |
| DNB ASA (New York) | Senior banker (maritime and energy services) | 1986–1997 | Structured finance in maritime/energy sectors |
| Swedish Special Forces (SAS) | Officer | 1979–1983 | Leadership and discipline credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valaris Limited (NYSE: VAL) | Independent Director; Audit Committee Chair; Safety & Sustainability Committee member | Since Apr 2021–present | Audit chair; S&S oversight at offshore drilling peer |
| Frontier Oil Corporation (Manila) | Independent Director | 2014–2017 | Director role in energy |
Board Governance
- Current leadership structure separates Chair and CEO; Fagerstal serves as independent Chairman, presiding over meetings, coordinating agendas and acting as liaison between board and management .
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; TDW’s committees are fully independent; Audit held 8 meetings, N&CG held 4 in 2024 .
- Audit Committee oversight includes cybersecurity program reviews with CIO quarterly; all Audit members completed NACD Cyber Risk Oversight Certificate; Fagerstal has additional cybersecurity and AI governance coursework .
- Attendance: Board held eight meetings (4 in-person, 4 virtual) in 2024; each director attended 100% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined all nominees except the CEO are independent (88% independent overall) .
- Executive sessions: Independent directors met four times in executive session in fiscal 2024; Fagerstal presides as independent Chair .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $225,000 |
| Stock Awards (time-based RSUs) | $124,944 (grant-date fair value) |
| All Other Compensation | — (none) |
| Total | $349,944 |
Director fee schedule (program-level): Annual cash retainer $125,000; annual equity-based retainer $125,000; additional cash retainer for Chairman $100,000; committee chair retainers: Audit $20,000; C&HC $15,000; N&CG $12,500; S&S $10,000 .
Performance Compensation
- Annual director equity grants are time-based RSUs (no performance-conditioned director awards disclosed). 2024 grant: 1,323 RSUs per director on June 6, 2024, vesting on first anniversary; Fagerstal elected to defer settlement until separation from service (Section 409A) .
- Options: none outstanding for directors; each non-management director held 1,323 unvested RSUs and no unexercised options as of Dec 31, 2024 .
| Equity Award Detail (FY2024) | Grant Date | Units | Vesting | Deferral Election |
|---|---|---|---|---|
| Time-based RSUs | Jun 6, 2024 | 1,323 | Vest on first anniversary; accelerated on death/disability or if willing/able but not renominated/re-elected | Deferred until separation from service |
Other Directorships & Interlocks
| Company | Sector Overlap with TDW | Role | Potential Interlock Consideration |
|---|---|---|---|
| Valaris Limited | Offshore drilling (industry adjacency) | Audit Chair; S&S member | Same broader ecosystem; monitor for any business dealings—none disclosed as related-party transactions in 2024 |
| Frontier Oil Corporation | Energy | Former Director (2014–2017) | Historical role; no current interlock |
- Related-party transactions: None with related persons during 2024; Audit Committee reviews any such transactions per policy .
Expertise & Qualifications
- Financial, accounting, and audit expertise; Audit Committee has determined Fagerstal qualifies as an “audit committee financial expert” .
- Deep international maritime and energy services experience (SEACOR, Era, Chiles Offshore, DNB) .
- Cybersecurity and AI governance training (NACD Cyber risk certificate; Harvard cybersecurity course; Stanford/Harvard AI governance coursework) .
- Public company governance and risk oversight experience, including chairing audit at Valaris .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Dick H. Fagerstal | 70,873 | <1% |
- Director stock ownership guidelines: Non-employee directors must hold shares worth 5x annual cash retainer within five years; unvested and deferred RSUs count; as of April 23, 2025, all non-employee directors (including Fagerstal) were in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging by insiders (directors and officers) .
- Section 16 compliance: All required filings timely in 2024 .
Governance Assessment
- Strengths: Independent Chairman; separation of Chair/CEO roles; full attendance; strong Audit Committee oversight (including cybersecurity program reviews); audit financial expert designation; robust ownership guidelines and compliance; prohibition on hedging/pledging; no related-party transactions; active director education (including cybersecurity and AI) .
- Compensation alignment: Director pay is balanced between cash ($125k base + $100k chair) and equity ($125k RSUs), with deferral elections enhancing long-term alignment; no performance-conditioned director equity, reducing risk of short-termism .
- Shareholder sentiment: Say‑on‑pay support for NEO compensation at 99% in 2024—indirect governance signal of investor confidence in board oversight of pay .
- Watch items: External chair role at Valaris in the same industry ecosystem suggests an interlock to monitor for potential conflicts; TDW disclosed no related-party transactions in 2024 and maintains Audit Committee review protocols .
RED FLAGS: None disclosed—no related-party transactions; no delinquent filings; hedging/pledging prohibited; 100% attendance. Maintain monitoring for cross‑industry interlocks and any future related‑party exposure.