Melissa Cougle
Director at TDW
Board
About Melissa L. Cougle
Independent director of Tidewater Inc. (TDW); age 48; director since January 2022. Chairs the Audit Committee and serves on the Safety & Sustainability Committee; the Board has determined she is independent. Currently CFO of Ranger Energy Services, Inc. (NYSE: RNGR); B.S. in Accounting from LSU; licensed CPA in Texas; recognized by the Board as an audit committee financial expert. Based in Houston, Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ranger Energy Services (RNGR) | Chief Financial Officer | Current | Finance leadership in oilfield services |
| Frank’s International N.V. (now part of Expro Group, XPRO) | SVP & Chief Financial Officer | May 2019 – Nov 2021 | Led strategic efforts and finance/technology through merger with Expro |
| National Energy Services Reunited (NESR) | Chief Financial Officer | Not disclosed | Led company through first year as a public entity |
| Ensco plc / Pride International Inc. | Various finance/IT roles; VP & Treasurer; VP of Integration | 13 years | Finance, accounting, and IT leadership in global offshore drilling |
| Arthur Andersen LLP (Consulting & Assurance) / Protiviti | Consultant; founding cohort of Protiviti | Not disclosed | Industrials/energy focus; management consulting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Workforce & Technology Council | Advisory Board member | Not disclosed | Advocated for energy services sector |
| Other current public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee Chair; Safety & Sustainability Committee member .
- Independence: Board determined all nominees except the CEO are independent; Cougle is independent .
- Attendance: Board held 8 meetings in FY2024; Audit met 8; S&S met 4; each director attended 100% of Board and committee meetings .
- Cyber/risk oversight: Audit Committee oversees cybersecurity; each Audit member completed NACD Cyber Risk Oversight Certificate; quarterly reviews with CIO .
- Executive sessions: Independent directors met in executive session four times during FY2024 .
Fixed Compensation
2024 non-management director compensation – Melissa L. Cougle
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $145,000 |
| Stock Awards (Grant-date fair value) | $124,944 |
| All Other Compensation (primarily spousal travel) | $12,613 |
| Total | $282,557 |
Director fee program (2024)
| Fee Type | Amount (USD) |
|---|---|
| Annual cash retainer | $125,000 |
| Annual equity-based retainer | $125,000 |
| Audit Committee Chair retainer | $20,000 |
| Safety & Sustainability Committee Chair retainer | $10,000 |
Notes:
- Annual equity granted as time-based RSUs; each director received 1,323 RSUs on June 6, 2024, vesting on first anniversary (accelerated upon death/disability or non-renomination outcomes) .
- Director Stock Election and Deferral programs exist; no specific election disclosed for Cougle in 2024 .
Performance Compensation
Directors receive time-based RSUs; no performance-based metrics apply to director equity grants.
| Grant | RSUs (units) | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director RSU (2024) | 1,323 | June 6, 2024 | 1-year cliff | None (time-based only) |
As of Dec 31, 2024, each non-management director held 1,323 unvested RSUs; no unexercised options outstanding .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Ranger Energy Services (RNGR) | Cougle is CFO | Oilfield services sector overlap; Tidewater disclosed no related-person transactions for 2024 |
| Other public company boards | None | — |
Expertise & Qualifications
- Financial reporting and accounting leadership (CPA; CFO roles across multiple public companies) .
- Capital markets and M&A execution (merger integration at Frank’s/Expro; public listing experience at NESR) .
- Offshore energy industry experience (13 years at Ensco/Pride; operational finance/IT) .
- Audit committee financial expert designation by Board .
- Governance and sustainability exposure via Safety & Sustainability Committee work .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 19,625 shares; <1% of class (based on 50,853,374 shares outstanding) |
| Unvested director RSUs (12/31/2024) | 1,323 units |
| Stock ownership guidelines | Directors must hold shares equal to 5x annual cash retainer within 5 years; unvested/deferred RSUs count; all non-employee directors in compliance as of Apr 23, 2025 |
| Hedging/pledging | Company policy prohibits hedging and pledging by insiders (directors/officers/employees) |
Governance Assessment
- Strengths: Independent director; Audit Chair with cyber risk certification; 100% attendance; clear alignment via equity retainer and ownership guidelines; no related-party transactions disclosed; strong Board governance processes (executive sessions; committee charters; evaluations) .
- Compensation alignment: Director mix balanced between cash and time-based equity; no performance-based director metrics, limiting unintended risk-taking; modest perquisites primarily for spouse travel in international meetings .
- Shareholder signals: Company reports robust shareholder outreach and very strong say-on-pay support (99% in 2024), supporting governance credibility; advisory votes held annually .
- Potential conflicts: Sector overlap due to her CFO role at RNGR; however, Audit Committee oversight and “no related-person transactions” disclosure mitigate immediate conflict concerns; insider policy bans hedging/pledging .
RED FLAGS: None disclosed regarding related-party transactions, attendance shortfalls, hedging/pledging, or option repricing; no tax gross-ups noted in governance policies for insiders .