Samuel Rubio
Executive Vice President, Chief Financial Officer and Chief Accounting Officer at TDW
Executive
About Samuel Rubio
Executive Vice President, Chief Financial Officer and Chief Accounting Officer (since March 2021); age 65; B.B.A. from Sul Ross State University; Certified Public Accountant; member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants . Under Tidewater’s leadership in 2024, the company delivered revenue growth of 33.3%, net income up 85.9%, adjusted EBITDA up 44.7%, free cash flow up 197.1%, and executed $90.7 million of share repurchases; three-year absolute TSR reached +411% with a 93rd percentile relative ranking versus the PRSU peer set .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tidewater Inc. | VP, Chief Accounting Officer & Controller | Dec 2018–Mar 2021 | Led corporate accounting and reporting functions during post‑merger integration after GulfMark acquisition . |
| GulfMark Offshore Inc. | SVP—Chief Financial Officer | Apr 2018–Nov 2018 | CFO through sale to Tidewater; managed finance for global OSV fleet . |
| GulfMark Offshore Inc. | SVP, Controller & Chief Accounting Officer | Jan 2012–Apr 2018 | Oversaw accounting organization and controls for international operations . |
| GulfMark Offshore Inc. | VP, Controller & Chief Accounting Officer | Dec 2008–Jan 2012 | Advanced corporate accounting leadership across divisions . |
| GulfMark Offshore Inc. | Controller; Assistant Controller | 2007–Dec 2008; 2005–2007 | Division and corporate accounting leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Institute of CPAs | Member | Ongoing |
| Texas Society of CPAs | Member | Ongoing |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary ($) | $400,000 |
| Target Bonus (% of Salary) | 100% |
| Actual Bonus Paid ($) | $328,000 |
Performance Compensation
2024 Short-Term Incentive (STI) payout mechanics and results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Free Cash Flow (FCF) | 50% | $271.0M | $387.0M | $450.0M | $344.0M (committee adjustments applied) | 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 LTIF; 0.62 TRCF | — | 0.11 LTIF; 0.62 TRCF | 100% | 10.0% |
| Individual Performance | 20% | — | — | — | Committee assessment | 120% | 24.0% |
| Total Corporate Payout Factor | — | — | — | — | — | — | 82.0% |
Rubio’s STI calculation: $400,000 salary × 100% target × 82.0% corporate payout = $328,000 .
2024 Long-Term Incentive (LTI) awards
| Grant Date | Award Type | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 21, 2024 | Time‑based RSUs | 5,565 | $500,015 | 1/3 each on/around Mar 22, 2025, 2026, 2027 (continued employment) |
| Mar 21, 2024 | Performance‑based RSUs (TSR PRSUs) | 5,564 | $766,163 | 3‑year cliff based on relative TSR vs peer group; capped at 100% if absolute TSR < 0% |
TSR PRSU peer group includes Bristow, Core Laboratories, International Seaways, Noble, Dorian LPG, Dril‑Quip, Forum Energy Technologies, Diamond Offshore, Expro Group, Helix Energy Solutions, Newpark Resources, Oceaneering, Oil States, SEACOR Marine, TETRA Technologies, DMC Global, and Valaris .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 11, 2025) | 60,439 shares; less than 1% of outstanding |
| Shares Outstanding (reference) | 50,853,374 |
| Hedging/Pledging | Prohibited for insiders under Policy Statement on Insider Trading |
| Stock Ownership Guidelines (Executives) | CFO required to hold ≥3× salary within 5 years; time‑based awards count, performance‑based do not |
| Section 16 Compliance | All required filings timely in 2024 |
Outstanding unvested equity at 12/31/2024:
| Award Type | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs – Units (#) | 11,280 | 12,560 | 5,565 |
| RSUs – Market Value ($) | $617,129 | $687,158 | $304,461 |
| PRSUs – Units (#) | — | 10,940 | 5,564 |
| PRSUs – Market Value ($) | — | $601,263 | $304,406 |
Vesting cadence for RSUs is annual thirds over three years; PRSUs vest on a three‑year cliff subject to TSR performance and absolute TSR cap .
Employment Terms
| Provision | Change‑of‑Control (CoC) | Non‑CoC Termination |
|---|---|---|
| Cash Severance Multiple | 2× (EVPs) of base salary + greater of 3‑yr average bonus or target bonus | 1.5× (EVPs) of base salary + target bonus, paid over specified months |
| Bonus Treatment | Pro‑rata bonus for year of termination; unpaid prior year bonus per agreement | Pro‑rata bonus for year of termination |
| Equity Treatment | Immediate vesting of all unvested equity; performance awards treated at target; options retain to term | Immediate vesting of time‑based equity scheduled within 12 months; PRSUs within 12 months remain subject to original performance and timing |
| Benefits | Lump sum for continuation coverage under health plans | Lump sum for continuation coverage under health plans |
| Excise Taxes | No gross‑ups; “best net” reduction if beneficial | |
| Restrictive Covenants | Confidentiality; non‑compete and non‑solicit for specified periods post‑termination (exceptions for CoC good reason/without cause) | |
| Agreement Term | One‑year evergreen; extended through Dec 31, 2025 |
Compensation governance and policies:
- Clawback aligned to SEC Rule 10D‑1 and NYSE standards .
- Hedging and pledging prohibited for insiders; short sales and derivative transactions disallowed .
- No single‑trigger CoC benefits; no tax gross‑ups; no option repricing without shareholder approval .
Perquisites (2024):
| Item | Amount ($) |
|---|---|
| Parking | $1,071 |
| 401(k) Company Match | $10,250 |
| Gym Fees | $1,220 |
| Spouse Travel | — |
| Total | $12,541 |
Multi‑Year Compensation (Summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $337,500 | $387,500 | $400,000 |
| Stock Awards ($) | $957,944 | $1,101,975 | $1,266,178 |
| Non‑Equity Incentive ($) | $330,750 | — | $328,000 |
| All Other Compensation ($) | $10,425 | $12,120 | $12,541 |
| Total ($) | $1,636,619 | $1,851,595 | $2,006,719 |
Compensation Structure Analysis
- Strong pay‑for‑performance: STI metrics anchored to FCF (50%), operational efficiency (20%), safety (10%), and individual performance (20%); 2024 corporate payout at 82% of target, aligning cash bonus outcomes to financial and operational delivery .
- LTI is 50% RSUs and 50% TSR‑based PRSUs for EVPs, with relative TSR versus a defined peer group and an absolute TSR cap, limiting upside if the stock declines—reinforcing alignment through cycle variability .
- Governance safeguards: clawback policy under 10D‑1/NYSE, hedging/pledging ban, no single‑trigger CoC, no tax gross‑ups, and no option repricing; C&HC Committee performs annual compensation risk review and concluded programs are not reasonably likely to have a material adverse effect .
- Shareholder support: 99% “say‑on‑pay” approval in 2024; market benchmarking guided to median total target compensation across peer set .
Investment Implications
- Incentive design drives focus on cash generation and TSR: With 50% STI weight on FCF and PRSUs contingent on relative TSR with an absolute cap, compensation outcomes are leveraged to shareholder value creation and balance sheet discipline—favorable for equity holders when operating cycles remain constructive .
- Alignment and retention: Significant unvested RSUs/PRSUs with staggered three‑year vest scheduling create retention tethering; insider hedging/pledging prohibitions reduce alignment red flags .
- Protection terms are moderate: Two‑times CoC multiple for EVPs and 1.5× non‑CoC severance, with equitable health and equity treatment and “best net” excise handling—balanced economics that mitigate abrupt departure risk without over‑insulating management .
- Oversight credibility: Strong say‑on‑pay support and explicit risk assessment by the C&HC Committee, combined with clawback adoption, lower governance and pay‑structure risk; performance peer selection spanning OSV and energy‑services comparables supports robust relative benchmarking .