TIDEWATER INC, DEF 14A filed on 4/28/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TIDEWATER INC.
Entity Central Index Key 0000098222
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VS. PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Tidewater. As discussed in the CD&A above, our C&HC Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Tidewater’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. For further information concerning Tidewater’s pay for performance philosophy and how Tidewater aligns executive compensation with performance, see “Compensation Discussion and Analysis—Pay-for-Performance Driven” beginning on page 40.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of initial
fixed $100 investment
based on:
​ ​
(Stated in millions)
​
​
Year
​ ​
Summary
Compensation
Table Total
for CEO(1)
​ ​
Compensation
actually paid
to CEO(2)
​ ​
Average
Summary
Compensation
Table Total for
non-CEO
NEOs(1)(3)
​ ​
Average
compensation
actually paid
to non-CEO
NEOs(3)(4)
​ ​
Total
stockholder
return(5)
​ ​
Peer group
total
stockholder
return(6)
​ ​
Net income
(loss)
(millions)(7)
​ ​
FCF(8)
​
​ 2025 ​ ​ ​ $ 5,732,208 ​ ​ ​ ​ $ 4,345,716 ​ ​ ​ ​ $ 2,157,725 ​ ​ ​ ​ $ 1,494,767 ​ ​ ​ ​ $ 585 ​ ​ ​ ​ $ 182 ​ ​ ​ ​ ​ 333.5 ​ ​ ​ ​ ​ 426.0 ​ ​
​ 2024 ​ ​ ​ $ 5,870,091 ​ ​ ​ ​ $ 688,325 ​ ​ ​ ​ $ 2,048,207 ​ ​ ​ ​ $ 1,114,659 ​ ​ ​ ​ $ 633 ​ ​ ​ ​ $ 176 ​ ​ ​ ​ $ 179.0 ​ ​ ​ ​ $ 331.0 ​ ​
​ 2023 ​ ​ ​ $ 4,959,672 ​ ​ ​ ​ $ 24,642,586 ​ ​ ​ ​ $ 1,783,291 ​ ​ ​ ​ $ 5,401,625 ​ ​ ​ ​ $ 835 ​ ​ ​ ​ $ 199 ​ ​ ​ ​ $ 95.6 ​ ​ ​ ​ $ 111.3 ​ ​
​ 2022 ​ ​ ​ $ 5,544,038 ​ ​ ​ ​ $ 21,686,644 ​ ​ ​ ​ $ 1,631,338 ​ ​ ​ ​ $ 4,320,311 ​ ​ ​ ​ $ 427 ​ ​ ​ ​ $ 195 ​ ​ ​ ​ $ (22.0) ​ ​ ​ ​ $ 50.6 ​ ​
​ 2021 ​ ​ ​ $ 3,023,513 ​ ​ ​ ​ $ 3,857,366 ​ ​ ​ ​ $ 1,307,744 ​ ​ ​ ​ $ 1,312,016 ​ ​ ​ ​ $ 124 ​ ​ ​ ​ $ 121 ​ ​ ​ ​ $ (129.0) ​ ​ ​ ​ $ 52.2 ​ ​
(1)
The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year.
​
(2)
The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
​
​
Year
​ ​
Summary
Compensation
Table Total
for CEO
​ ​
Reported
Value of
Equity
Awards for
CEO(a)
​ ​
Equity Award
Adjustments(b)
​ ​
CAP to CEO
​
​ 2025 ​ ​ ​ $ 5,732,208 ​ ​ ​ ​ $ 3,892,458 ​ ​ ​ ​ $ 2,505,966 ​ ​ ​ ​ $ 4,345,716 ​ ​
​
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
​
​
Year
​ ​
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
​ ​
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
​ ​
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
​ ​
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
​ ​
Total Equity
Award
Adjustments
​
​ 2025 ​ ​ ​ $ 4,554,035 ​ ​ ​ ​ $ (1,411,509) ​ ​ ​ ​ $ (636,560) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 2,505,966 ​ ​
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year include Messrs. Rubio, Darling and Hudson and include Mr. Middleton for years 2024 and 2025 only.
​
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
​
​
Year
​ ​
Average
Summary
Compensation
Table Total
for Other
NEOs
​ ​
Average
Reported
Value of
Equity
Awards for
Other NEOs
(a)
​ ​
Average
Equity
Award
Adjustments
(b)
​ ​
Average
Adjustment
for Pension
Plan
Amounts
​ ​
Average
CAP to
Other NEOs
​
​ 2025 ​ ​ ​ $ 2,157,725 ​ ​ ​ ​ $ 986,256 ​ ​ ​ ​ $ 323,928 ​ ​ ​ ​ $ 630 ​ ​ ​ ​ $ 1,494,767 ​ ​
​
a)
The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
​
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
​
​
Year
​ ​
Year End Fair
Value of Equity
Awards
Granted During
the Year
​ ​
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
​ ​
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
​ ​
Total Equity
Award
Adjustments
​
​ 2025 ​ ​ ​ $ 769,256 ​ ​ ​ ​ $ (327,388) ​ ​ ​ ​ $ (117,941) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 323,928 ​ ​
​
(5)
Cumulative total stockholder return (“TSR”) is calculated assuming $100 was invested on December 31, 2020, and through the end of each fiscal year shown in the table.
​
(6)
Reflects cumulative TSR of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2025, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2025.
​
(7)
The dollar amounts reported represent the amount of net income reflected in Tidewater’s audited financial statements for the applicable year.
​
(8)
For a reconciliation of net cash provided by operating activities to free cash flow, see Appendix A hereto and in our other proxy statements for years 2022-2025.
       
Company Selected Measure Name FCF        
Named Executive Officers, Footnote
(1)
The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year.
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year include Messrs. Rubio, Darling and Hudson and include Mr. Middleton for years 2024 and 2025 only.
       
Peer Group Issuers, Footnote
(6)
Reflects cumulative TSR of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2025, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2025.
       
PEO Total Compensation Amount $ 5,732,208 $ 5,870,091 $ 4,959,672 $ 5,544,038 $ 3,023,513
PEO Actually Paid Compensation Amount $ 4,345,716 688,325 24,642,586 21,686,644 3,857,366
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
​
​
Year
​ ​
Summary
Compensation
Table Total
for CEO
​ ​
Reported
Value of
Equity
Awards for
CEO(a)
​ ​
Equity Award
Adjustments(b)
​ ​
CAP to CEO
​
​ 2025 ​ ​ ​ $ 5,732,208 ​ ​ ​ ​ $ 3,892,458 ​ ​ ​ ​ $ 2,505,966 ​ ​ ​ ​ $ 4,345,716 ​ ​
​
a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
​
​
Year
​ ​
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
​ ​
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
​ ​
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
​ ​
Fair Value
at the End
of the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
​ ​
Total Equity
Award
Adjustments
​
​ 2025 ​ ​ ​ $ 4,554,035 ​ ​ ​ ​ $ (1,411,509) ​ ​ ​ ​ $ (636,560) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 2,505,966 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 2,157,725 2,048,207 1,783,291 1,631,338 1,307,744
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,494,767 1,114,659 5,401,625 4,320,311 1,312,016
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year include Messrs. Rubio, Darling and Hudson and include Mr. Middleton for years 2024 and 2025 only.
​
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
​
​
Year
​ ​
Average
Summary
Compensation
Table Total
for Other
NEOs
​ ​
Average
Reported
Value of
Equity
Awards for
Other NEOs
(a)
​ ​
Average
Equity
Award
Adjustments
(b)
​ ​
Average
Adjustment
for Pension
Plan
Amounts
​ ​
Average
CAP to
Other NEOs
​
​ 2025 ​ ​ ​ $ 2,157,725 ​ ​ ​ ​ $ 986,256 ​ ​ ​ ​ $ 323,928 ​ ​ ​ ​ $ 630 ​ ​ ​ ​ $ 1,494,767 ​ ​
​
a)
The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
​
b)
The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
​
​
Year
​ ​
Year End Fair
Value of Equity
Awards
Granted During
the Year
​ ​
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
​ ​
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
​ ​
Total Equity
Award
Adjustments
​
​ 2025 ​ ​ ​ $ 769,256 ​ ​ ​ ​ $ (327,388) ​ ​ ​ ​ $ (117,941) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 323,928 ​ ​
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_capvsvstsr-pn.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvsnetincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_capvsadjustedebitda-pn.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_capvsvstsr-pn.jpg]        
Tabular List, Table
Financial Performance Measures
Absolute Total Stockholder Return
Relative Total Stockholder Return
Free Cash Flow
       
Total Shareholder Return Amount $ 585 633 835 427 124
Peer Group Total Shareholder Return Amount 182 176 199 195 121
Net Income (Loss) $ 333,500,000 $ 179,000,000 $ 95,600,000 $ (22,000,000) $ (129,000,000)
Company Selected Measure Amount 426,000,000 331,000,000 111,300,000 50,600,000 52,200,000
PEO Name Quintin Kneen        
Measure:: 1          
Pay vs Performance Disclosure          
Name Absolute Total Stockholder Return        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative Total Stockholder Return        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Non-GAAP Measure Description
(8)
For a reconciliation of net cash provided by operating activities to free cash flow, see Appendix A hereto and in our other proxy statements for years 2022-2025.
       
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,892,458)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,505,966        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,554,035        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,411,509)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (636,560)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (630)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (986,256)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 323,928        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 769,256        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (327,388)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (117,941)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The C&HC Committee generally approves grants of annual equity awards to NEOs at its first quarterly meeting of the year, which is usually held in March. On occasion, the C&HC Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. We did not grant stock options in fiscal 2025, and stock option grants are not currently part of our compensation program. During fiscal 2025, we did not time the disclosure of material non-public information for purposes of affecting the value of executive compensation.
Award Timing Method The C&HC Committee generally approves grants of annual equity awards to NEOs at its first quarterly meeting of the year, which is usually held in March. On occasion, the C&HC Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We did not grant stock options in fiscal 2025, and stock option grants are not currently part of our compensation program.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true