Lois Zabrocky
Director at TDW
Board
About Lois K. Zabrocky
Independent director at Tidewater Inc. since July 2020; currently Chair of the Safety & Sustainability Committee and a member of the Compensation & Human Capital Committee. Age 55; career mariner and public-company CEO with deep maritime operations and tanker market experience. Education: B.S. from the U.S. Merchant Marine Academy; completed Harvard Business School programs in Strategic Negotiations and Finance for Senior Executives; holds a Third Mate’s license .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Seaways, Inc. (INSW) | President, CEO, and Director | Nov 2016–present; President since Aug 2014 | Led post-spin standalone tanker operator; oversight of 84 deep-sea tankers and majority interests in two FSOs . |
| Overseas Shipholding Group (OSG) | Senior Vice President; Head, International Flag SBU | SVP: Jun 2008–Aug 2014; Head Intl Flag SBU: 2011–2014 | P&L responsibility for international tanker fleet (~50 vessels; ~300 shoreside staff) . |
| OSG | Chief Commercial Officer, International Flag SBU | May 2011–appointment as Head Intl Flag | Commercial leadership across product carrier and gas businesses . |
| OSG | Head, International Product Carrier & Gas SBU | >4 years prior to May 2011 | Segment leadership across product carrier and gas units . |
| Maritime career | Third Mate, U.S.-flag chemical tanker | Early career | Licensed Third Mate; deep operational familiarity with tanker operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Seaways, Inc. (NYSE: INSW) | President, CEO, and Director | 2016–present | Current public-company directorship disclosed in TDW proxy . |
Board Governance
- Committees: Chair, Safety & Sustainability; Member, Compensation & Human Capital (C&HC). S&S responsibilities include oversight of safety and sustainability strategy, regulatory compliance, performance monitoring, and sustainability reporting; C&HC responsibilities include executive pay, equity plans, incentive metrics and peer group approval .
- Independence: Board determined all nominees except the CEO are independent; all four standing committees composed entirely of independent directors .
- Attendance: Board held 8 meetings in 2024; each director attended 100% of Board and committee meetings; directors attended the 2024 Annual Meeting .
- Engagement: Independent directors held four executive sessions in 2024, presided over by the independent Chairman .
- Board composition and skills matrix highlight maritime industry, executive leadership, finance, cybersecurity/technology, HCM, sustainability, governance and risk management coverage across nominees; Zabrocky’s bio emphasizes maritime operations and global enterprise experience .
Fixed Compensation (Director)
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Cash Retainer | $125,000 | Standard annual cash retainer for non-management directors. |
| Committee Chair Fee (S&S) | $10,000 | Additional cash retainer for S&S Committee Chair. |
| Total Cash Paid | $135,000 | As reported in Director Compensation Table. |
| Equity Retainer (RSUs) | $124,944 | 1,323 time-based RSUs granted on June 6, 2024; vest on first anniversary; unvested as of Dec 31, 2024. |
| All Other Compensation | $7,111 | Primarily spouse travel to international meetings when customary. |
| Total | $267,055 | Sum of cash, stock grant fair value, and other. |
Program structure and policies:
- Director equity grant: $125,000 target value converted to RSUs at grant-date closing price; vest at one year; accelerated vesting upon death/disability/not renominated/not re-elected .
- Stock Election Program: Directors may elect to receive cash retainer shares; Robotti elected in 2024; no election disclosed for Zabrocky .
- Stock Deferral Program: Directors may defer settlement of equity awards; 2024 participants disclosed (Anderson, Fagerstal, Raspino, Robotti); no deferral disclosed for Zabrocky .
- Ownership guidelines: Directors must hold 5x annual cash retainer within five years; unvested/deferred RSUs count; all directors in compliance as of Apr 23, 2025 .
Performance Compensation (Committee oversight signals)
| Incentive Plan | Metrics | Target/Structure | Actual FY2024 Outcome |
|---|---|---|---|
| Short-Term Incentive (STI) for NEOs | Free Cash Flow (50%); Operational Efficiency (20%: scheduled dry docks, forecasting, DFR days, maintenance module rollout, climate readiness); Safety Performance (10%: LTIF, TRCF); Individual Performance (20%) | STI targets set as % of base salary; FCF threshold $271.0M, target $387.0M, max $450.0M; payout caps and weights predefined | Corporate payout factor 82.0% after metric outcomes; e.g., FCF achieved $344.0M (72% of target component), operational elements mixed, safety met, individual performance at 120% of target component . |
| Long-Term Incentive (PRSUs) | Relative TSR vs peer group and absolute TSR cap | 3-year performance; payout 0–200% of target; capped at 100% if absolute TSR <0% | 2022 PRSUs vested at 200% on Dec 31, 2024 based on +411% absolute TSR and 93rd percentile relative TSR rank . |
Committee governance:
- Independent consultant: Meridian Compensation Partners serves the C&HC Committee; assessed as independent with no conflicts; advises on peer groups, market trends, and director pay .
- Compensation peer group (for benchmarking and PRSU peers) includes International Seaways among other oilfield services/maritime peers, which warrants awareness given Zabrocky’s CEO role at INSW .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| International Seaways, Inc. | President, CEO, and Director | INSW included in TDW’s compensation peer group and PRSU performance peers; Zabrocky sits on TDW’s C&HC Committee that reviews peer group and incentive metrics—monitor recusal practices when discussing peer selection/metrics to avoid perceived conflict . |
Shareholder voting outcomes (engagement signal):
| Vote Item (2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director election: Lois K. Zabrocky | 42,871,373 | 18,800 | 10,762 | 4,379,536 |
| Say-on-Pay (advisory) | 42,620,365 | 269,376 | 11,194 | 4,379,536 |
Expertise & Qualifications
- Maritime operations: Extensive executive leadership across tanker fleets and international operations, including P&L responsibility for large multi-vessel fleets .
- Safety & sustainability: Chairs TDW’s S&S Committee; oversight of safety performance, climate-related disclosures, sustainability targets, and regulatory compliance .
- Public company governance: CEO and director at INSW; TDW board member since 2020; experience in complex restructurings and spin-offs .
- Education and technical credentials: USMMA B.S.; Third Mate’s license; HBS executive programs in negotiations and finance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lois K. Zabrocky | 49,332 | <1% | Includes shares acquirable within 60 days where applicable; directors in compliance with stock ownership guidelines (5x cash retainer) as of Apr 23, 2025 . |
| Unvested Director RSUs (FY2024 grant) | 1,323 | n/a | No unexercised options; RSUs vest on first anniversary of June 6, 2024 grant . |
| Hedging/Pledging | Prohibited | n/a | Blanket prohibition on hedging/derivative transactions and pledging for insiders . |
Governance Assessment
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Strengths:
- Committee leadership: Chairs S&S with clear remit over safety and sustainability, aligning board oversight with TDW’s operational risk profile .
- Independence and attendance: Independent director with 100% attendance; robust engagement and participation in executive sessions .
- Compensation governance: Serves on C&HC; independent consultant (Meridian) with no conflicts; strong clawback policy; no single-trigger CoC; no tax gross-ups; prohibition on option repricing/hedging/pledging—favorable pay governance .
- Shareholder support: Strong election support and high say-on-pay approval, indicating investor confidence in governance and pay practices .
-
Watch items / RED FLAGS to monitor:
- Peer group interlock: INSW’s inclusion in TDW’s compensation peer group and PRSU peers while Zabrocky is INSW’s CEO; ensure documented recusal/controls in C&HC deliberations on peer selection and performance metrics to mitigate perceived conflict of interest .
- Related-party exposure: None disclosed for 2024; continue monitoring given industry overlaps and potential commercial interactions across maritime services and tanker operations .
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Additional context:
- Board skills development emphasis (cybersecurity and AI education) and discrete S&S committee structure support risk oversight in a digital and safety-critical operating environment .
- Board structure with independent Chairman and regular executive sessions enhances oversight quality .
Notes
- No director-specific base salary/bonus/option awards; director compensation comprises cash retainers, committee chair fees, and annual RSU grants (time-based), with travel-related “other compensation” when customary .
- No delinquent Section 16(a) filings in 2024; compliance affirmed .
- FY2024 Board/Committee meetings: Audit (8), C&HC (4), N&CG (4), S&S (4) .