Louis Raspino
About Louis A. Raspino
Independent director of Tidewater Inc. (TDW), age 72, serving since November 2018; currently Chair of the Compensation & Human Capital Committee and member of the Audit Committee. Career spans 40+ years in energy, including prior CEO/CFO roles and extensive board service across oilfield products and maritime classification; brings operational and financial expertise with audit committee financial expert qualifications. 100% Board and committee meeting attendance in fiscal 2024; Board has affirmatively determined him to be independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarion Offshore Partners (Blackstone JV) | Chairman | Oct 2015–Oct 2017 | Offshore services investment platform leadership |
| Pride International, Inc. | President & CEO; Director | Jun 2005–May 2011 | Led company until merger with Ensco plc |
| Pride International, Inc. | EVP & CFO | Dec 2003–Jun 2005 | Financial leadership prior to CEO role |
| Grant Prideco, Inc. | SVP Finance & CFO | Jul 2001–Dec 2003 | Corporate finance oversight |
| Halliburton | VP Finance | Feb 1999–Mar 2001 | Finance leadership |
| Burlington Resources, Inc. | Senior Vice President | Oct 1997–Jul 1998 | Executive leadership |
| Louisiana Land & Exploration Co. | Various, culminating SVP Finance & Admin; CFO | 1978–1997 | Corporate finance leadership until merger with Burlington |
| GulfMark Inc. | Chairman of the Board | Nov 2017–Nov 2018 | Led Board until merger with Tidewater |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forum Energy Technologies (NYSE: FET) | Director; Chair of Compensation Committee | Since Jan 2012 (current) | Oversees compensation governance |
| American Bureau of Shipping (ABS) | Director | Current | Member of Audit and Compensation Committees |
| Chesapeake Energy Corporation | Independent Director | Mar 2013–Mar 2016 | Audit Committee Chair |
| Dresser‑Rand Group, Inc. | Director | Dec 2005–Jun 2015 | Compensation Chair; Audit Committee member |
Board Governance
- Committee assignments (2024): Compensation & Human Capital (Chair); Audit (member). Audit Committee met 8x; C&HC met 4x; N&CG met 4x; Safety & Sustainability met 4x.
- Independence: Board determined all nominees other than the CEO (Kneen) are independent; 88% of Board independent.
- Attendance/Engagement: Each director attended 100% of Board and committee meetings in fiscal 2024; Board held eight meetings (4 in-person, 4 virtual) with periodic meetings in international operating locations.
- Executive sessions: Independent directors met in executive session four times in fiscal 2024, presided by independent Chairman.
- Audit financial expertise: The Board concluded Mr. Raspino qualifies as an “audit committee financial expert.”
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard director cash retainer |
| Committee chair fee (C&HC) | $15,000 | Additional cash retainer for C&HC chair |
| Total cash fees (reported) | $140,000 | Matches fees earned |
| Annual equity retainer (RSUs) | $124,944 | 1,323 time‑based RSUs granted June 6, 2024; vest on first anniversary; directors may elect deferral (Raspino elected deferral until separation) |
| All other compensation | $12,713 | Spouse travel for international Board meetings |
| Total director compensation | $277,657 | Sum of above |
Program terms:
- Director fees schedule: Audit Chair $20k; C&HC Chair $15k; N&CG Chair $12.5k; S&S Chair $10k; equity retainer $125k in RSUs.
- RSU vesting: One‑year time‑based; acceleration if death, disability, or not renominated/re‑elected despite willingness to serve.
- Ownership guidelines: 5x annual cash retainer within 5 years; unvested and deferred RSUs count; all non‑employee directors in compliance as of April 23, 2025.
Performance Compensation
- Director awards are time‑based RSUs only; no director performance‑conditioned equity disclosed.
- Executive performance metrics under C&HC oversight (context for governance rigor):
Metric Threshold Target Max Actual 2024 Payout as % Target Weight Weighted Payout Free Cash Flow $271.0M $387.0M $450.0M $344.0M 72% 50% 36.0% Operational Efficiency – Scheduled Dry Docks — $127.0M — $133.2M 0% 4% 0.0% Operational Efficiency – Forecasting — Meet/Exceed — Not meet 0% 4% 0.0% Operational Efficiency – DFR Days ≤3,378 — — 2,743 100% 4% 4.0% Operational Efficiency – Maintenance Module — 160 vessels — 175 vessels 100% 4% 4.0% Operational Efficiency – Climate Readiness — By 12/31/2024 — Completed 100% 4% 4.0% Safety (LTIF/TRCF) — 0.11/0.62 — 0.11/0.62 100% 10% 10.0% Individual Performance — — — 120% 120% 20% 24.0% Corporate payout factor — — — — 82.0% — — - Long‑term executive PRSU design includes relative/absolute TSR with negative absolute TSR cap; peer set includes Forum Energy Technologies, Valaris, etc.
Other Directorships & Interlocks
| Company | Relationship to TDW | Interlock/Notes |
|---|---|---|
| Forum Energy Technologies (FET) | Included in TDW compensation peer group; Raspino is FET director and Comp Committee Chair | Potential benchmarking interlock appearance; governance mitigant: use of independent consultant Meridian and independent C&HC composition |
| Valaris Limited | In TDW peer group; not a Raspino external role | Included for peer context |
| American Bureau of Shipping (ABS) | Maritime classification society (non‑issuer); Raspino on Audit and Compensation committees | No TDW related‑party transactions in 2024 |
Expertise & Qualifications
- Financial and operational leadership: prior CEO and CFO roles at Pride International; CFO roles at Grant Prideco; senior finance roles at Halliburton, Burlington, LL&E.
- Audit committee financial expert designation by Board.
- Ongoing industry and governance insight via ABS and FET board service.
Equity Ownership
| Item | Value | As‑Of |
|---|---|---|
| Beneficially owned shares | 43,832 (<1%) | April 11, 2025 |
| Unvested director RSUs held | 1,323 | Dec 31, 2024 |
| Ownership guideline compliance | In compliance (≥5x cash retainer; RSUs count) | April 23, 2025 |
| Hedging/pledging | Prohibited for insiders under policy | Policy current |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-06-09 | 2025-06-05 | Award (A) | 2,959 | 75,457 | https://www.sec.gov/Archives/edgar/data/98222/000141588925016317/0001415889-25-016317-index.htm |
| 2025-06-09 | 2025-06-05 | Award (A, amended) | 2,959 | 46,791 | https://www.sec.gov/Archives/edgar/data/98222/000141588925016339/0001415889-25-016339-index.htm |
| Note: Post-transaction ownership reflects reporting on respective Form 4s; multiple filings on the same date can reflect corrections or differing share classifications. |
Governance Assessment
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Strengths: Independent status; 100% attendance; chairs C&HC with independent members; audit financial expert; strong governance features including clawback, stock ownership guidelines, prohibition on hedging/pledging; use of independent compensation consultant; annual risk assessment of compensation (committee concluded policies do not create material adverse risk).
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Compensation structure: Director pay balanced between cash ($140k including chair fee) and equity ($125k RSUs), with optional deferral increasing alignment; all directors meet ownership guidelines.
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Shareholder signals: 99% say‑on‑pay support in 2024 for executive compensation, indicating broad investor confidence in C&HC oversight.
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RED FLAGS to monitor: Peer group interlock appearance given Raspino’s role at FET, which is in TDW’s peer set—mitigated by independent consultant and committee independence; no related‑party transactions reported in 2024.
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Safety & sustainability oversight context: Dedicated S&S Committee chaired by another director; Board emphasis on safety metrics (LTIF/TRCF) and cybersecurity governance—supports holistic risk oversight alongside C&HC.