Piers Middleton
Executive Vice President and Chief Commercial Officer at TDW
Executive
About Piers Middleton
Piers D. Middleton, 52, is Executive Vice President and Chief Operating Officer of Tidewater Inc. (effective July 1, 2025). He previously served as EVP & Chief Commercial Officer (June 2024–June 2025), SVP & Chief Commercial Officer (June 2023–June 2024), and VP, Sales & Marketing (September 2020–June 2023). He holds a BA (Hons) in Ancient History & Classical Archaeology from the University of Warwick, completed UCLA’s Corporate Governance Program in 2024, and graduated from UCLA’s Executive Program in February 2025. Tidewater’s fiscal 2024 performance included +33.3% revenue growth, +44.7% Adjusted EBITDA growth, +197.1% free cash flow growth, and a three‑year absolute TSR of +411% with 93rd percentile relative TSR, driving pay-for-performance outcomes including 200% vesting on 2022 PRSUs; no related‑party transactions were disclosed for Middleton upon his appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tidewater Inc. | EVP & Chief Operating Officer | Jul 2025–Present | Operational leadership of global OSV fleet; succession from prior COO . |
| Tidewater Inc. | EVP & Chief Commercial Officer | Jun 2024–Jun 2025 | Executive officer under Section 16; led commercial strategy . |
| Tidewater Inc. | SVP & Chief Commercial Officer | Jun 2023–Jun 2024 | Senior commercial leadership . |
| Tidewater Inc. | VP, Sales & Marketing | Sep 2020–Jun 2023 | Global sales and marketing leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clarksons PLC (London: CKN) | Managing Director; founded and led global Offshore & Newbuilding Divisions | Over 19 years | Built and led offshore/newbuild broking and services platform . |
| Derrick Offshore Ltd. (merged with Pareto JGO Shipbrokers in 2014) | Shipbroker (offshore energy & subsea cable) | Began career in 1996; merger in 2014 | Early career foundation in offshore brokerage . |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 398,750 | Mid-year adjustment after promotion, base moved from $350,000 (2023) to $415,000 (2024); Summary table reflects paid salary for 2024 . |
| Target Bonus (% of Salary) | 100% | Unchanged vs 2023; EVP tier . |
| Actual STI Paid ($) | 326,975 | Based on corporate payout factor 82% of target . |
| All Other Compensation ($) | 21,838 | 401(k) match $10,350, spouse travel $11,488 . |
Performance Compensation
Annual Short-Term Incentive (STI) – FY 2024
| Metric | Weighting | Target | Actual | Payout (% of target) | Weighted Payout |
|---|---|---|---|---|---|
| Free Cash Flow (FCF) | 50% | $387.0M | $344.0M | 72% | 36.0% . |
| Operational Efficiency – Scheduled Dry Docks | 4% | $127.0M | $133.2M | 0% | 0.0% . |
| Operational Efficiency – Forecasting | 4% | Meet/Exceed | Not meet | 0% | 0.0% . |
| Operational Efficiency – DFR Days | 4% | ≤3,378 | 2,743 | 100% | 4.0% . |
| Operational Efficiency – Maintenance Module | 4% | 160 vessels | 175 vessels | 100% | 4.0% . |
| Operational Efficiency – Climate Readiness | 4% | By 12/31/2024 | Completed | 100% | 4.0% . |
| Safety (LTIF/TRCF) | 10% | 0.11 / 0.62 | 0.11 / 0.62 | 100% | 10.0% . |
| Individual Performance | 20% | Committee assessed | 120% achieved | 120% | 24.0% . |
| Corporate Payout Factor | — | — | — | — | 82.0% . |
Long-Term Incentive (LTI) – Awards Granted in 2024
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Retention RSU | Jan 2, 2024 | 10,000 | 702,100 | 50% on Jan 2, 2025; 50% on Jan 2, 2026 . |
| Time‑based RSU (3YR) | Mar 21, 2024 | 2,782 | 249,963 | One-third per year on Mar 22, 2025/2026/2027 . |
| Performance RSU (TSR PRSU) | Mar 21, 2024 | 2,782 (target) | 383,081 | Three-year cliff; earned on relative TSR with absolute TSR cap . |
2024 PRSU payout schedule (absolute TSR cap): 90th percentile relative TSR → 200% of target (capped at 100% if absolute TSR < 0%); 60th percentile → 100%; 30th percentile → 50%; <30th → 0% .
Peer group for PRSUs and compensation benchmarking includes Bristow Group, Expro Group, Oceaneering, Valaris, Noble, and others (see full list) .
Prior PRSU Outcomes (context)
- 2022 PRSUs vested at 200% of target, driven by +411% absolute TSR (three-year) and 93rd percentile relative TSR; settlement in March 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,008 shares; <1% of outstanding (out of 50,853,374 shares as of Apr 11, 2025) . |
| Outstanding Unvested Awards (12/31/2024) | RSUs: 4,778 (03/10/2022), 7,536 (03/16/2023), 10,000 (01/02/2024), 2,782 (03/21/2024); PRSUs: 2,782 (03/21/2024). Market values disclosed per award in proxy . |
| Ownership Guidelines | EVPs must hold ≥3x salary within 5 years of appointment; time‑based equity counts, performance‑based does not. For promotions, five-year clock starts the January after title change (Middleton’s EVP promotion in March 2024 → compliance window begins Jan 2025) . |
| Hedging/Pledging | Blanket prohibition on hedging and pledging for all insiders (directors and officers) . |
| Say‑on‑pay Support | 99% approval at 2024 annual meeting; 2025 advisory vote approved (37.1M for, 0.55M against, 0.89M abstain) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Form | Consolidated Severance & Change of Control Agreement; evergreen renewals; extended through Dec 31, 2025 . |
| Termination Without Cause / Good Reason (outside CoC) | Cash severance = 1.5x (base salary + target bonus); pro‑rata bonus for year; lump sum COBRA equivalent for 18 months; accelerate time‑based RSUs scheduled to vest within 12 months; retain PRSUs vesting within 12 months (subject to original conditions) . |
| Change of Control with Qualifying Termination (double‑trigger) | Cash severance = 2x (base salary + greater of 3‑yr avg or target bonus); pro‑rata bonus; COBRA equivalent for 24 months; acceleration of all unvested equity (performance equity treated at target) . |
| Single‑Trigger CoC | Not provided; no single‑trigger benefits (governance policy) . |
| Additional Benefits | Outplacement assistance up to $25,000; “best net” excise tax treatment (no gross‑ups) . |
| Clawback | Policy aligned to Exchange Act Rule 10D‑1/NYSE; recover incentive compensation after certain restatements . |
| Restrictive Covenants | Non‑compete/non‑solicit for a specified period post‑termination; confidentiality . |
| Estimated Payments Table | Company disclosed scenario estimates as of 12/31/2024; for Middleton, totals range by scenario (e.g., termination w/o cause: $2,375,976.67; CoC with termination: $3,553,425.50) . |
Investment Implications
- Alignment: High proportion of equity with explicit TSR metrics; PRSUs subject to both relative and absolute TSR, capping payouts when absolute TSR is negative—supports shareholder alignment through cycles .
- Vesting calendar and potential selling pressure: Notable near-term events include 5,000 retention RSUs vested Jan 2, 2025 (completed) and 5,000 vesting Jan 2, 2026; 3YR RSUs vest one‑third on Mar 22, 2025/2026/2027; PRSUs cliff vest after three years—watch 2026–2027 dates for potential selling pressure as units settle .
- Ownership build trajectory: Beneficial ownership is modest (9,008 shares), but EVP guideline requires ≥3x salary within five years starting January 2025; time‑based RSUs count toward compliance—expect increasing alignment as awards vest .
- Retention risk: Governed by double‑trigger CoC protections and outside‑CoC severance (1.5x base+bonus), plus COBRA/outplacement; evergreen agreement extensions through 2025 mitigate near‑term retention risk .
- Governance quality: No hedging/pledging, no tax gross‑ups, no option repricing, no single‑trigger CoC; strong say‑on‑pay support indicates shareholder approval of pay design .
- Performance backdrop: Tidewater delivered strong FY 2024 operating metrics and three‑year TSR, supporting pay outcomes (200% PRSU vesting for 2022 grants) and confidence in commercial execution tied to Middleton’s tenure in commercial roles .
No related‑party transactions or special selection arrangements were disclosed for Middleton at appointment; he was named EVP & COO effective July 1, 2025 .