Kenneth Traub
Director at TDW
Board
About Kenneth H. Traub
Independent director of Tidewater Inc. since November 2018; age 63; Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Human Capital Committee . Currently President, CEO, and Chairman of Comtech Telecommunications Corp. (joined board October 2024; Executive Chairman November 2024; CEO January 2025) . Education: B.A. Emory University and M.B.A. Harvard Business School; recognized for strategic, financial, operational, and governance expertise . Beneficial ownership of TDW: 68,802 shares (<1% of outstanding) as of April 11, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Bank Note Holographics, Inc. (ABNH) | President & CEO | 1999–2008 | Led global optical security device supplier; company sold to JDSU |
| JDS Uniphase (JDSU) | Vice President | Post-2008 | Post-sale executive role at optical tech leader |
| Raging Capital Management, LLC | Managing Partner | Dec 2015–Jan 2019 | Diversified investment firm leadership |
| Ethos Management, LLC | President & CEO | 2009–2015 | Executive leadership |
| MRV Communications, Inc. | Chairman | 2011–2017 | Led board until company sale |
| Intermolecular, Inc. | Director; Chairman | 2016–2019 (Chair 2018–2019) | Materials science innovator; led board until sale |
| Vitesse Semiconductor Corporation | Director | 2013–2015 | Company sold in 2015 |
| MIPS Technologies, Inc. | Director | 2011–2013 | Company sold in 2013 |
| iPass, Inc. | Director | 2009–2013 | Board service |
| Xyratex Limited | Director | 2013–2014 | Company sold in 2014 |
| A. M. Castle & Co. | Director | 2014–2016 | Specialty metals distributor board service |
| IDW Media Holdings, Inc. | Director | 2016–2018 | Board service |
| Immersion Corporation | Director | 2018–2019 | Haptics tech provider board service |
| Athersys, Inc. | Director | 2012–2016; 2020; Feb 2021–Oct 2022 | Multiple stints on biotech board |
| American Rare Earths | Director | Aug 2023–Jun 2024 | U.S.-based rare earth supplier |
| DSP Group, Inc. | Director; Chairman | 2012–2021 (Chair 2017–2021) | Company sold in 2021 |
| Edgio, Inc. | Director | 2024 | CDN/applications software company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Comtech Telecommunications Corp. | President, CEO & Chairman | CEO since Jan 2025; Executive Chair Nov 2024; Director Oct 2024 | Global communications technology leader |
| Delta Value Group, LLC | Managing Partner | 2019–Present | Investment firm |
| Delta Value Advisors, LLC | Managing Partner | 2020–Present | Consulting firm |
| Young Presidents’ Organization / World Presidents’ Organization | Chapter Chairman; Education Chairman | Various | Leadership in global networks of business leaders |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation & Human Capital .
- Independence: Board determined all nominees except CEO are independent; all members of N&CG and C&HC committees are independent .
- Attendance: Board held 8 meetings in 2024; each director attended 100% of Board and their committee meetings .
- Executive sessions: Independent directors met in executive sessions 4 times in 2024 under independent Chairman .
- Years of service on TDW board: since November 2018 (approx. 6.5 years as of mid-2025) .
Fixed Compensation
| Fee Type | Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Additional cash retainer – Nominating & Corporate Governance Committee Chair | $12,500 |
| Annual equity-based retainer (time-based RSUs) | $125,000 target value |
| 2024 Director Compensation – Kenneth H. Traub | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 136,250 |
| Stock Awards (grant-date fair value) | 124,944 |
| All Other Compensation (primarily spouse travel) | 10,638 |
| Total | 271,832 |
- Director Stock Election Program: option to take cash retainer in stock; only Mr. Robotti elected in 2024 (Traub not listed) .
- Director Stock Deferral Program: option to defer equity settlement; Anderson, Fagerstal, Raspino, Robotti elected in 2024 (Traub not listed) .
Performance Compensation
| Equity Grant Terms (2024) | Detail |
|---|---|
| Grant date | June 6, 2024 |
| Instrument | Time-based RSUs |
| Number of RSUs granted | 1,323 |
| Grant-date fair value | $124,944 |
| Vesting | 1-year cliff; accelerates upon death/disability or if willing/able to serve but not renominated/re-elected |
| Deferral election | Not listed as deferring 2024 grant (others named did) |
- No director performance-based equity; annual director RSUs are time-based (no TSR/financial metrics) .
- Clawback policy applicable to incentive compensation upon restatements; insider trading policy prohibits hedging/derivatives and pledging of Tidewater securities by insiders .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Comtech Telecommunications Corp. | President, CEO & Chairman | Telecom; no disclosed related-party transactions with TDW |
| Prior boards (past 5 years): American Rare Earths; DSP Group; Athersys; Edgio | Director/Chair roles | Diverse sectors; no TDW-related-party transactions disclosed |
- TDW disclosure: No related person transactions in 2024; Audit Committee reviews any such matters .
- Several TDW directors serve on other energy/maritime boards (e.g., Valaris, Forum Energy Technologies, International Seaways), but Traub is not on those, reducing interlock risk with TDW peers .
Expertise & Qualifications
- Extensive business management across technology, industrials, and investment; contributes strategic, financial, operational, and governance oversight to TDW .
- Public company governance competency reflected in board skills matrix and committee leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kenneth H. Traub | 68,802 | <1% | As of April 11, 2025; based on 50,853,374 shares outstanding |
- Unvested RSUs: each non-management director held 1,323 unvested RSUs as of Dec 31, 2024 .
- Director stock ownership guidelines: 5x annual cash retainer; all non-employee directors were in compliance as of April 23, 2025 .
- Hedging/pledging: prohibited for insiders, including directors .
Governance Assessment
- Strengths: Independent director; Chair of N&CG and member of C&HC; 100% attendance; robust ownership alignment via RSU grants; compliance with stock ownership guidelines; strong clawback and anti-hedging/pledging policies support investor alignment .
- Investor confidence signals: Prior say-on-pay approval 99% in 2024; conservative compensation risk oversight; majority voting policy in uncontested elections .
- Conflicts/Red flags: No related-party transactions disclosed in 2024; policy bans pledging/hedging; Section 16 filings timely; multi-role as Comtech CEO/Chair adds time commitment but no disclosed TDW conflicts; no option repricing or tax gross-ups .
- Overall: Governance posture appears strong with active committee leadership and full attendance; compensation and ownership practices align with shareholders; limited conflict risk based on current disclosures .