Quintin Kneen
About Quintin Kneen
President & CEO of Tidewater Inc. since September 2019; Director since 2019; age 59. Background: former CEO of GulfMark Offshore; prior finance leadership at Grant Prideco and Azurix; started in audit at Price Waterhouse; education includes MBA (Rice) and BBA (Texas A&M); credentials: CPA and CFA . Under Kneen, Tidewater delivered 2024 revenue growth of 33.3%, net income +85.9%, adjusted EBITDA +44.7%, free cash flow +197.1%, and day rates +26.6%; three‑year absolute TSR was +411% with a 93rd percentile relative rank within the company’s PRSU peer set; 2024 also marked the resumption of capital returns with $90.7M in buybacks (≈1.4M shares) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tidewater Inc. | EVP & CFO | Nov 2018–Sep 2019 | Integrated GulfMark acquisition; positioned to become CEO . |
| GulfMark Offshore Inc. | CEO; EVP & CFO; SVP Finance & Admin; VP Finance | 2013–2018 (CEO); 2009–2013 (CFO); 2008 (Finance) | Led company through Chapter 11 (filed May 2017; emerged Nov 14, 2017) and subsequent strategic path to combination with Tidewater . |
| Grant Prideco, Inc. | VP, Finance & Investor Relations; other finance roles | 2003–2008 | Public markets, capital markets and investor engagement experience . |
| Azurix Corp. | Executive finance roles | n/d | Corporate finance operating experience . |
| Price Waterhouse LLP | Audit Manager (Houston) | n/d | Foundation in financial reporting and controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Kneen . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 575,000 | 712,500 | 750,000 | 2024 CEO base unchanged vs 2023 plan; salary table shows $750k in both 2023/2024 even as SCT reflects paid amounts . |
| Target Bonus (% of Salary) | 110% | 110% | 110% | Unchanged from 2023. |
| Actual Annual Bonus ($) | 563,500 | — (no NEIP payout reported) | 676,500 | 2024 corporate payout factor 82% of target . |
| Perquisites ($) | 16,599 | 33,262 | 11,737 (parking $1,071; 401k match $9,938; spouse travel $728) | Limited perqs; no tax gross‑ups . |
Performance Compensation
Short‑Term Incentive (STI) – 2024 design and outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout for Component |
|---|---|---|---|---|---|---|
| Free Cash Flow | 50% | $271.0M | $387.0M | $450.0M | $344.0M (adj. calc per CD&A) | 72% of target for FCF portion . |
| Operational Efficiency (aggregate of submetrics) | 20% | — | As specified | — | Mixed (see below) | Mixed; Scheduled Dry Docks and Forecasting below target; DFR Days, Maintenance Module, Climate Readiness at/above target . |
| Safety (LTIF/TRCF) | 10% | — | 0.11 / 0.62 | — | 0.11 / 0.62 | 100% of target . |
| Individual Performance | 20% | — | — | — | 120% | 120% of target . |
- Corporate payout factor: 82% of target; CEO bonus calculation: $750,000 × 110% × 82% = $676,500 .
Long‑Term Incentive (LTI) – 2024 grants and framework
| Grant Date | Instrument | Target Value ($) | Shares/Units | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| 3/21/2024 | Time‑Vesting RSUs | 1,750,008 | 19,477 | 1/3 on 3/22 in 2025, 2026, 2027 | Continued service . |
| 3/21/2024 | PRSUs (TSR) | 2,681,845 | 19,476 (target) | Cliff at 12/31/2026 | Relative TSR vs peer set; 0–200% payout; capped at 100% if absolute TSR < 0% . |
PRSU schedule: 30th/60th/90th percentile relative TSR maps to 50%/100%/200% payout, with absolute TSR cap described above . The 2022 PRSUs vested at 200% of target based on +411% absolute TSR and 93rd percentile relative rank over the 3‑year period ended 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 235,115 TDW shares; <1% of outstanding . |
| Unvested RSUs (12/31/2024) | 79,746 total: 30,963 (3/10/2022), 29,306 (3/16/2023), 19,477 (3/21/2024); market value $1.694M, $1.603M, $1.066M respectively at $54.71 . |
| Unvested PRSUs (12/31/2024) | 96,404 total: 76,928 (3/16/2023 trending 175% for 12/31/2025) and 19,476 (3/21/2024 at target for 12/31/2026); market value $4.209M and $1.066M at $54.71 . |
| 2024 Option Activity | 603,756 options exercised on 3/22/2024 (net exercise; 284,346 shares withheld for price/taxes); value realized on vesting of stock awards $16.625M . |
| Ownership Guidelines | CEO must hold 5× salary; EVPs 3×; other officers 2×; time‑based equity counts, performance‑based does not; 5‑year compliance window . |
| Hedging/Pledging | Blanket prohibition on hedging and pledging for insiders (directors/officers/employees) under Insider Trading Policy . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Form | Consolidated Severance and Change‑in‑Control Agreement; evergreen 1‑year renewals; extended through Dec 31, 2025 . |
| Clawback | Executive compensation recovery policy aligned with Rule 10D‑1/NYSE; enables recoupment upon restatements . |
| Non‑Compete/Non‑Solicit | Restrictive covenants apply post‑termination except when terminated without cause/with good reason during change‑in‑control protected period . |
| Tax Gross‑Ups | None; “best‑net” cutback if excise taxes under 280G/4999 would reduce after‑tax value . |
| Severance (No CIC) | CEO: 2× (base + target bonus) paid over restricted period; pro‑rata bonus; COBRA cash; accelerate time‑based equity due within 12 months; retain in‑window PRSUs subject to performance . |
| Severance (CIC + Qualifying Termination) | CEO: 3× (base + greater of 3‑yr avg bonus or target); pro‑rata bonus; immediate vesting of all equity; COBRA cash (36 months) and outplacement up to $25k . |
Estimated benefits as of 12/31/2024 (CIC + termination): Accelerated equity $7,833,433; cash severance $4,725,000; additional benefits $94,450; plus full‑year STI amount of $676,500 under assumptions used in proxy .
Board Governance
- Role and independence: Kneen serves as President & CEO and Director; he is the sole non‑independent director; Board independence 88% .
- Leadership structure: roles of Chair and CEO are currently separated; independent Chair (Dick Fagerstal) presides; Board prefers separation but may revisit as circumstances warrant .
- Attendance and process: Board held 8 meetings in 2024; each director attended 100% of Board and committee meetings; independent directors held 4 executive sessions in 2024 .
- Committees: Kneen serves on no Board committees .
Director Compensation
- Non‑employee director compensation program outlined separately; Kneen’s compensation is reported as a named executive officer, not under director pay .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 99%; no program changes were made as a result; ongoing investor outreach noted .
Compensation Committee Analysis
- C&HC Committee members: Louis A. Raspino (Chair), Robert E. Robotti, Kenneth H. Traub, Lois K. Zabrocky; all independent .
- Independent consultant: Meridian Compensation Partners advises on peer group, market data, and design; assessed independent; no management services .
- Peer groups: Compensation benchmarking peer set includes offshore/oilfield and maritime names (e.g., Valaris, Noble, Oceaneering, Helix, Expro, Core Lab, etc.) ; PRSU performance peers mirror this set .
- Target pay positioning: Committee generally considers market median for total target compensation .
Performance & Track Record
- 2024 operating and financial execution: revenue +33.3% YoY; adjusted EBITDA +44.7%; free cash flow +197.1%; day rates +26.6% .
- Capital allocation: repurchased ≈1.4M shares for $90.7M in 2024; new $90.3M authorization approved March 2025 .
- Strategic actions: multi‑year fleet high‑grading (dispose older vessels; acquire younger, high‑spec assets) and scalable shore infrastructure cited as drivers of performance .
- TSR: +411% absolute three‑year TSR through YE 2024; 93rd percentile relative rank within PRSU peer set .
Related‑Party Transactions and Risk Indicators
- Related‑party transactions: none in 2024 .
- Hedging/pledging: prohibited for insiders (alignment positive) .
- Option repricing: not permitted without shareholder approval .
- Section 16 compliance: timely filings in 2024 to company’s knowledge .
Multi‑Year Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | NEIP Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 750,000 | 4,431,854 | 676,500 | 11,737 | 5,870,091 |
| 2023 | 712,500 | 4,213,910 | — | 33,262 | 4,959,672 |
| 2022 | 575,000 | 4,388,939 | 563,500 | 16,599 | 5,544,038 |
2024 Incentive Metrics and Payout Mapping (detail)
| Component | Weight | 2024 Target/Threshold | 2024 Actual | Payout Factor |
|---|---|---|---|---|
| Free Cash Flow | 50% | T: $387.0M; Th: $271.0M; Max: $450.0M | $344.0M (CD&A adj.) | 72% . |
| Operational: Scheduled Dry Docks | 4% | $127.0M | $133.2M | 0% . |
| Operational: Forecasting | 4% | Meet/Exceed | Not meet | 0% . |
| Operational: DFR Days | 4% | <=3,378 | 2,743 | 100% . |
| Operational: Maintenance Module | 4% | 160 vessels | 175 vessels | 100% . |
| Operational: Climate Readiness | 4% | By 12/31/2024 | Completed | 100% . |
| Safety (LTIF/TRCF) | 10% | 0.11 / 0.62 | 0.11 / 0.62 | 100% . |
| Individual Performance | 20% | Committee assessment | 120% | 120% . |
Tidewater Financial Context (FY)
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | $386.2M* | $361.6M* | $641.4M* | $999.0M* | $1,337.6M* |
| EBITDA | $(48.2)M* | $(3.0)M* | $112.1M* | $301.1M* | $446.8M* |
*Values retrieved from S&P Global.
Board Service History and Dual‑Role Implications
- Service history: Director since September 2019; currently serves only on the full Board (no committee seats) .
- Dual‑role considerations: The Board maintains an independent Chair and has articulated a preference for separating Chair/CEO roles; Kneen is not independent, and 88% of the Board is independent, mitigating governance concerns related to combined roles .
- Attendance: 100% Board/committee attendance across directors in 2024; independent director executive sessions held four times in 2024 .
Investment Implications
- Pay‑for‑performance alignment is robust: 85% of CEO target direct compensation is variable; STI tied heavily to FCF and safety; PRSUs use relative TSR with an absolute TSR cap—limiting windfall payouts in negative markets .
- Retention risk appears moderate: significant unvested RSUs/PRSUs and double‑trigger CIC protections create strong retention incentives; outside CIC severance of 2× base+target is balanced with non‑compete/solicit covenants .
- Insider selling pressure: 2023 PRSUs trend at 175% for 12/31/2025 and 2024 RSUs tranche on 3/22/2025 suggest upcoming settlement windows; Kneen’s large option exercise in March 2024 signals monetization but was executed via net exercise (share withholding), which typically limits open‑market selling .
- Governance quality is solid: independent Chair; anti‑hedging/pledging; no option repricing; strong say‑on‑pay (99% approval); no related‑party transactions disclosed .
- Execution momentum: strong 2024 operating metrics, capital returns resumed, and multi‑year fleet high‑grading underpin cash generation and TSR; macro cyclicality remains an external variable, as acknowledged by late‑2024 industry sentiment shifts .