TIDEWATER INC (TDW)
Sector: Energy
2026 Annual Meeting Analysis
TIDEWATER INC · Meeting: June 16, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors Named in the Proxy Statement
Joined in January 2022 (within 4 years), attends 100% of meetings, serves as Audit Committee Chair with CPA credentials and relevant oilfield services CFO experience; TSR trigger does not apply as TDW's 3-year return of +88.2% is only 1.6pp below the peer median, well under the 50pp threshold for strong positive TSR.
Joined July 2017, attends 100% of meetings, holds one outside public board seat (Valaris) which is well within the 4-board limit; TSR trigger does not apply as TDW's 3-year peer gap of +1.6pp is far below the 50pp underperformance threshold required to trigger a vote against.
Executive director serving as President and CEO since 2019, attends 100% of meetings, holds no outside public board seats; TSR trigger does not apply as TDW's 3-year return is only 1.6pp below peer median, well under the 50pp threshold for strong positive absolute TSR.
Joined November 2018, attends 100% of meetings, holds one outside public board seat (Forum Energy Technologies) within the 4-board limit; TSR trigger does not apply given only a 1.6pp 3-year gap versus peers against a 50pp threshold.
Joined June 2021, attends 100% of meetings, holds two current outside public board seats (AMREP and Pulse Seismic) which is within the 4-board limit; TSR trigger does not apply as the 3-year peer underperformance gap of 1.6pp is far below the 50pp threshold.
Joined November 2018, attends 100% of meetings; serves as President, CEO and Chairman of Comtech Telecommunications, meaning as a sitting CEO he holds one outside public board seat at TDW which is within the policy's 2-seat limit for sitting CEOs; TSR trigger does not apply given the 1.6pp peer gap versus the 50pp threshold.
Joined July 2020, attends 100% of meetings; serves as CEO of International Seaways and holds one outside board seat at TDW, within the 2-seat limit for sitting CEOs; TSR trigger does not apply as TDW's 3-year peer underperformance gap of 1.6pp is well below the 50pp threshold for strong positive absolute TSR.
All seven nominees receive a FOR vote. Tidewater's 3-year stock return of +88.2% is strong in absolute terms and only 1.6 percentage points below the compensation peer group median, far below the 50-point underperformance threshold needed to trigger a vote against any director. Attendance is 100% across the full board, no director exceeds the overboarding limits (including the two sitting CEOs, each of whom holds only one outside board seat at TDW), the board discloses a detailed skills matrix, audit committee members have appropriate financial expertise, and no familial or independence concerns are identified.
Say on Pay
✓ FORCEO
Quintin V. Kneen
Total Comp
$5,732,208
Prior Support
96%%
The prior say-on-pay vote received 96% support, well above the 70% threshold that would require visible changes. CEO total compensation of $5.73 million is reasonable for a $4.3 billion energy services company and is consistent with market expectations for this market cap band. Approximately 86% of CEO target pay is variable and performance-linked — far exceeding the 50-60% minimum required — with stock awards tied to both relative and absolute total shareholder return over three years, and annual bonuses driven by free cash flow, operational efficiency, and safety metrics. Tidewater's 3-year absolute total shareholder return of +88.2% and 5-year return of +567.2% demonstrate strong pay-for-performance alignment: above-benchmark incentive pay is well justified by the company's outstanding long-term stock performance relative to its peers.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for Tidewater's $4.3 billion market cap. Auditor tenure is not disclosed in the proxy text provided, so the tenure trigger cannot fire per policy (do not assume a No vote when tenure is not confirmed). No fee data was included in the proxy text provided, so the non-audit fee ratio trigger cannot be evaluated; absent confirmed data to trigger a No vote, the default FOR applies. No material financial restatements are disclosed.
Overall Assessment
Tidewater's 2026 annual meeting presents a clean ballot with no significant governance concerns: all seven director nominees receive FOR votes supported by strong 3-year and 5-year stock performance, 100% board attendance, and no overboarding issues. The Say on Pay vote also receives a FOR based on a highly performance-weighted compensation structure, 96% prior-year support, and outstanding long-term shareholder returns. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing