Robert Robotti
Director at TDW
Board
About Robert E. Robotti
Independent director of Tidewater Inc. since June 2021; age 71; President of Robotti & Company Advisors (RIA) and Robotti Securities (broker-dealer), and Managing Director of Ravenswood Management Company. Former SEC Advisory Committee member on Smaller Public Companies (2005–2006); inactive CPA; B.S. Bucknell University and MBA (Accounting) Pace University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robotti & Company Advisors, LLC | President | 1983–present | Registered investment adviser; long-term value investor |
| Robotti Securities, LLC | President | 1983–present | Registered broker-dealer; market perspective |
| Ravenswood Management Company, LLC | Managing Director | 1980–present | GP for Ravenswood funds (RIC, RIII); significant ownership stakes |
| SEC Advisory Committee on Smaller Public Companies | Member | 2005–2006 | Governance/regulatory insight |
| Robotti Global Fund, LLC | Portfolio Manager | 2007–Mar 2015 | Global equities |
| BMC Building Materials Holding Corp. | Director | 2012–2015 | Board experience in industrials |
| PHX Minerals Inc. | Director | 2004–May 2020 | Energy royalties |
| PrairieSky Royalty Ltd. | Director | Oct 2019–Apr 2023 | Energy royalties (Canada) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pulse Seismic Inc. (TSX: PSX) | Director & Chairman | Past five years (current) | Seismic data library; chair leadership |
| AMREP Corporation (NYSE: AXR) | Director | Since Sep 2016 (current) | Real estate operations |
| PrairieSky Royalty Ltd. | Director (former) | Oct 2019–Apr 2023 | Canadian royalties |
| PHX Minerals Inc. | Director (former) | 2004–May 2020 | U.S. minerals |
Board Governance
- Committee memberships: Compensation & Human Capital (member) and Nominating & Corporate Governance (member) .
- 2024 meeting attendance: Board held 8 meetings; each director attended 100% of Board and Committee meetings on which they served .
- Independence: Board affirmatively determined all nominees except the CEO are independent; all committees are entirely independent .
- Executive sessions: independent directors met four times in 2024; independent Chairman presides (separate Chair/CEO roles) .
- Shareholder engagement: Board/management conducted outreach to nearly 50% of shareholders over the year .
| Committee | 2024 Meetings | Robotti Role |
|---|---|---|
| Compensation & Human Capital | 4 | Member |
| Nominating & Corporate Governance | 4 | Member |
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $124,887 | Elected 100% stock under Director Stock Election Program (1,544 shares) |
| Stock Awards (RSUs) | $124,944 | 1,323 time-based RSUs granted June 6, 2024; fair value aggregation |
| All Other Compensation | $6,804 | Spousal travel for international Board meetings |
| Total | $256,635 | Program overseen by C&HC, Meridian advisor |
| Director Fees Structure (FY 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $125,000 |
| Annual equity-based retainer | $125,000 |
| Committee chair retainers (if applicable) | Audit $20,000; C&HC $15,000; N&CG $12,500; S&S $10,000 |
| Meeting fees | Not disclosed; program uses retainers |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Jun 6, 2024 | 1,323 | $124,944 | Vest on first anniversary; Robotti elected settlement deferral until separation from service |
| Director Stock Election | Various (2024 cash cycles) | 1,544 shares | $124,887 (cash converted) | Fully vested on issuance |
- Performance metrics for director pay: None disclosed; director equity is time-based RSUs, not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship to TDW | Potential Interlock/Conflict |
|---|---|---|
| Pulse Seismic Inc. | Unrelated sector (seismic data) | No TDW-related transactions disclosed |
| AMREP Corporation | Unrelated sector (real estate) | No TDW-related transactions disclosed |
| PrairieSky Royalty; PHX Minerals | Energy royalties | No TDW-related transactions disclosed |
- Related-party transactions: None in 2024; Audit Committee reviews/approves any Item 404 transactions .
Expertise & Qualifications
- Capital markets, governance, and energy sector board experience; owner/operator of RIA and broker-dealer; prior SEC advisory role and CPA credential bolster audit/compensation oversight capabilities .
Equity Ownership
| Ownership Metric | Detail |
|---|---|
| Total beneficial ownership | 2,620,695 shares (5.0% of outstanding) as of Apr 11, 2025 |
| Breakdown (direct/indirect) | Direct: 152,188; Robotti & Company Advisors clients: 113,835; Suzanne & Robert Robotti Foundation: 3,000; Suzanne Robotti: 33,500; Ravenswood Investment Company L.P.: 1,143,117; Ravenswood Investments III, L.P.: 763,757; Robotti Securities, LLC: 2,825 |
| Voting/dispositive power | Shared across entities per Schedule 13D/Form 4 details; aggregate shared voting/dispositive power aligns with above breakdown |
| Vested vs unvested | As of Dec 31, 2024, each non-management director held 1,323 unvested RSUs; no options outstanding |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; all non-employee directors in compliance as of Apr 23, 2025 |
| Pledging/hedging | Prohibited for insiders (directors/officers) under Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; 100% attendance in 2024; meaningful “skin-in-the-game” via 5% beneficial ownership; service on C&HC and N&CG committees; compliance with stock ownership guidelines; company-level say-on-pay support at 99% in 2024, indicating strong shareholder alignment .
- Potential conflicts and mitigants: RED FLAG—large beneficial ownership through entities he manages (Ravenswood funds, advisory/broker-dealer) can create perceived influence; mitigated by Board independence determinations, absence of related-party transactions in 2024, and strict anti-hedging/pledging policy .
- Board/process quality signals: Independent chair; regular executive sessions; active shareholder outreach (~50% contacted); use of independent comp consultant (Meridian); robust clawback and ownership policies .