United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-12289
SEACOR Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
 
13-3542736
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
2200 Eller Drive, P.O. Box 13038,
Fort Lauderdale, Florida
 
33316
(Address of Principal Executive Office)
 
(Zip Code)
Registrant’s telephone number, including area code (954) 523-2200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨  Yes    ý  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨  Yes    ý  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý  Yes    ¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o
(Do not check if a smaller
reporting company)
 
Smaller reporting company  o
 
Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨  Yes    ý  No
The aggregate market value of the voting stock of the registrant held by non-affiliates as of June 30, 2016 was approximately $914,009,247 based on the closing price on the New York Stock Exchange on such date. The total number of shares of Common Stock issued and outstanding as of March 28, 2017 was 17,405,946.





EXPLANATORY NOTE
SEACOR Holdings Inc. (the “Registrant”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017 (the “Original Filing”). The registrant is filing this Amendment solely for the purpose of including information required by Items 10 through 14 of Part III of Form 10-K and to amend Part IV as discussed further below. This information is being included in this Amendment because the Registrant’s definitive proxy statement has not been filed within 120 days of the end of its fiscal year ended December 31, 2016. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing has been amended to contain currently dated certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbox”) from our Principal Executive Officer and Principal Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted and we are not including certifications pursuant to Section 906 of Sarbox.
Except as otherwise expressly stated for the items amended in this Amendment, this Amendment continues to speak as of the date of the Original Filing and we have not updated the disclosures contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and any other filings the Registrant has made with the SEC subsequent to the filing of the Original Filing.



SEACOR HOLDINGS INC.
FORM 10-K/A
TABLE OF CONTENTS
 
PART III
 
 
 
 
Item 10.
 
 
 
Item 11.
 
 
 
Item 12.
 
 
 
Item 13.
 
 
 
Item 14.
 
 
 
 
PART IV
 
 
 
 
Item 15.

i


PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
Set forth below is certain biographical information with respect to the members of our board of directors (the “Board”):
Name
 
Age
 
Position
 
Director Since
Charles Fabrikant
 
72
 
Executive Chairman and Chief Executive Officer
 
December 1989
David R. Berz(1)(2)
 
68
 
Director
 
February 2014
Pierre de Demandolx(1)(2)
 
76
 
Director
 
April 1994
Oivind Lorentzen
 
66
 
Vice Chairman
 
August 2001
Andrew R. Morse(1)(2)(3)
 
71
 
Lead Independent Director
 
June 1998
R. Christopher Regan(1)(3)
 
62
 
Director
 
September 2005
David M. Schizer(2)(3)
 
48
 
Director
 
November 2014
______________________
(1)
Member of the Compensation Committee
(2)
Member of the Nominating and Corporate Governance Committee
(3)
Member of the Audit Committee
Charles Fabrikant is Executive Chairman and Chief Executive Officer and has been a director of the Company and several of its subsidiaries since the Company’s inception in 1989. Mr. Fabrikant has served as a director and member of the Audit Committee of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company’s former aviation division, Era Group Inc. (“Era Group”), an international helicopter operator providing transportation services to the offshore drilling industry. He served as the President and Chief Executive Officer of Era Group from October 2011 through April 2012 and as a Director of Dorian LPG Ltd., a liquefied petroleum gas shipping company and leading owner and operator of modern Very Large Gas Carriers (“VLGCs”), from July 2013 through December 2015. Mr. Fabrikant is also a Director of Hawker Pacific Airservices, Limited, an aviation sales and product support company and President of Fabrikant International Corporation (“FIC”), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of the Company. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.
With over 30 years experience in the maritime, transportation, investment and environmental industries and given his position as the founder and former President and current Chief Executive Officer of the Company, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as a director.
David R. Berz has been a director of the Company since February 2014. From August 1985 through December 2013, Mr. Berz was a partner of Weil, Gotshal & Manges LLP, where he headed the law firm’s environmental practice. Mr. Berz is a nationally acknowledged authority on U.S. and international environmental law. As a litigator, he served as lead counsel in civil and criminal environmental matters involving federal and state water, air and hazardous waste and substance statutes. He regularly counseled multinational corporations and boards of directors in developing environmental compliance and social responsibility programs and serves as environmental counsel to financial institutions. He co-authored the three-volume treatise Environmental Law in Real Estate and Business Transactions and frequently lectures and writes on a broad range of environmental topics. Mr. Berz received the American Bar Association’s 2011 Award for Excellence in Environmental and Resources Stewardship. Mr. Berz serves on the Board of Trustees of the Legal Aid Society of the District of Columbia and on the Board of Governors of the American Jewish Committee. He is past president of the Dean’s Council of the George Washington University School of Law.
Mr. Berz’s extensive knowledge of U.S. and international environmental law has been and will continue to be of invaluable assistance to the Company in assessing and complying with local, state, federal and international water and air quality standards.
Pierre de Demandolx has been a director of the Company since April 1994. He has been a general partner of DPH Conseils, a Paris-based shipping and energy consulting company, since October 2003 and a director and a member of the Audit Committee of Capital Product LP, an international transportation company focused on the crude tanker industry, since November 2011 after its merger with Crude Carriers Corp. He was a director of Crude Carriers Corp. from March 2010 until October 2011. From April 1999 until October 2003, Mr. de Demandolx was the Managing Director of Petroleum Development and Diversification, a London-based consulting agency. From 1995 until September 2001, he was a director of Compagnie Nationale de Navigation (“CNN”), a Paris-based public shipping company owned by Worms et Cie until 1998, and owned by Compagnie Maritime Belge until 2001. Mr. de Demandolx was the Chief Executive Officer of CNN from September 1990 to June 1996. From 1996 until October 1997, Mr. de Demandolx was the Chairman of the Board of Héli-Union, a Paris-based helicopter transportation company.

1


Mr. de Demandolx’s extensive experience in the shipping and energy industries adds great value to the Board as his experience is directly related to the Company’s lines of business and adds perspective to the Compensation Committee, of which he is a member.
Oivind Lorentzen is Vice Chairman of the Board and has been a director of the Company since August 2001. Mr. Lorentzen served as Chief Executive Officer of the Company from September 2010 through February 2015. He served as a director of the Company’s former aviation division, Era Group, from February 2013 through October 2014. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., a Stamford, Connecticut, based investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its Board of Directors until December 2005. Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry, from 2000 to 2008. Mr. Lorentzen is Managing Director of Northern Navigation LLC, an investment management company and a Director of Dorian LPG Ltd., a liquefied petroleum gas shipping company and leading owner and operator of modern VLGCs. He is also a director of Blue Danube, Inc., a privately owned corporation engaged as an inland marine service provider, and Lead Director of Genesee & Wyoming Inc., an owner and operator of short line and regional freight railroads.
Mr. Lorentzen’s strong background in finance in the maritime industry and his having served as the CEO of an investment management and ship-owning company specializing in ship finance, adds a valuable perspective to the Board. As the Company’s former Chief Executive Officer, Mr. Lorentzen also provides valuable insight to the Board and a deep understanding of the Company’s operations.
Andrew R. Morse has been a director of the Company since June 1998. He has been a Managing Director and Senior Portfolio Manager of Morse, Towey and White, a wholly-owned wealth management unit of High Tower Advisors Inc., a Chicago based firm of investment advisors since July 31, 2010. In addition, Mr. Morse serves on the Board of Directors and on the Audit Committee of High Tower Advisors Inc. Mr. Morse was a managing director and senior portfolio manager of UBS Financial Services, Inc., from October 2001 until July 2010. Mr. Morse was Senior Vice President-Investments of Salomon Smith Barney Inc. of New York, an investment banking firm, and Smith Barney Inc., its predecessor, from March 1993 to October 2001. Mr. Morse sits on numerous philanthropic boards and is Treasurer of the American Committee of the Weizmann Institute of Science and serves on the Management Committee of the Weizmann Institute of Science in Rehovot, Israel. Mr. Morse served as a director of Seabulk International, Inc., both before and following its merger with the Company in July 2005 until March 2006. In December 2015, Mr. Morse became a member of the Board of Managers of KGP Realty, a private residential property management company.
Mr. Morse’s deep experience in wealth management and corporate finance provides a valuable resource to the Board. In addition, his finance experience through advising high net worth individuals and investment entities adds a valuable perspective to the Board and makes him well qualified to serve as Chairman of the Audit Committee. Foreign governments have sought his experience on international corporate finance with respect to issues such as complex energy crisis management and other significant matters of public policy related to the Company’s lines of business, which brings additional relevant experience to the Board.
R. Christopher Regan has been a director of the Company since September 2005. He is Co-Founder and, since March 2002, Managing Director, of The Chartis Group, a management consultancy group offering strategic, operational, risk management, governance and compliance advice to U.S. healthcare providers, suppliers and payers. Prior to co-founding The Chartis Group in 2001, Mr. Regan served from March 2001 to December 2001 as President of H-Works, a healthcare management consulting firm and a division of The Advisory Board Company. From January 2000 through December 2000, Mr. Regan served as Senior Vice President of Channelpoint, Inc., a healthcare information services company. Mr. Regan also serves as a Trustee of Hamilton College and Ascension Health Ventures.
Mr. Regan’s experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board’s breadth of experience on these important factors, and especially benefits the Compensation and Audit Committees, of which he is a member.
David M. Schizer has been a director of the Company since November 2014. He is the Chief Executive Officer of the American Jewish Joint Distribution Committee, an international humanitarian organization based in New York and also is Dean Emeritus and the Harvey R. Miller Professor of Law and Economics at Columbia Law School. He served as Dean of Columbia Law School from July 1, 2004 through June 30, 2014. Mr. Schizer served on the Board of Directors of Sapphire Industries, a blank check acquisition company, from December 2007 through December 2010. Mr. Schizer also serves as Co-director of the Richard P. Richman Center for Business, Law, and Public Policy; Co-Director of the Charles Evans Gerber Transactional Studies Center; Co-Director of the Center for Israeli Legal Studies; Director of the Columbia Law review; Director of PMN, the parent company of the Philadelphia Inquirer; President and director of America’s Voices in Israel, a nonprofit that brings celebrities to Israel; and Director of the 92nd Street Y. Mr. Schizer is one of the nation’s leading tax law scholars, and also is an expert in energy law and corporate governance issues.

2


Mr. Schizer’s experience in complex financial and tax transactions, energy law and corporate governance provides valuable insight in analyzing complex financial and tax initiatives brings significant value to the Audit Committee and Nominating and Corporate Governance Committee, of which he is a member.
Executive Officers
Information regarding our executive officers is included in Part I of the Original Filing and is incorporated herein by reference.
Corporate Governance Guidelines and Codes of Ethics
SEACOR has adopted a set of Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Supplemental Code of Ethics. A copy of each of these documents is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: InvestorRelations@ckor.com.
SEACOR’s Corporate Governance Guidelines address areas such as director responsibilities and qualifications, director compensation, management succession, board committees and annual self-evaluation. SEACOR’s Code of Business Conduct and Ethics is applicable to its directors, officers and employees and its Supplemental Code of Ethics is applicable to SEACOR’s Executive Chairman, Chief Executive Officer and senior financial officers. SEACOR will disclose future amendments to, or waivers from, certain provisions of its Supplemental Code of Ethics on its website within two business days following the date of such amendment or waiver.
Committees of the Board
The Company has three standing committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The charter of each such committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: InvestorRelations@ckor.com.
Nominating and Corporate Governance Committee
Committee Function. The Nominating and Corporate Governance Committee assists the Board with:
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s Annual Meeting of Stockholders and to fill Board vacancies;
recommending modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing Board candidates, including those related to Board candidates submitted for consideration by stockholders;
reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;
periodically reviewing the size of the Board and recommending any appropriate changes;
overseeing the evaluation of the Board and management;
recommending changes in director compensation;
successor planning; and
various governance responsibilities.
Charter and Meetings. The Nominating and Corporate Governance Committee held one meeting during the last fiscal year. The Nominating and Corporate Governance Committee also took action by Unanimous Written Consent on one occasion. The Nominating and Corporate Governance Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents.”
Each Nominating and Corporate Governance committee member has been determined by the Board to be “independent” within the meaning of the NYSE listing standards. The current members of the Nominating and Corporate Governance Committee are Messrs. Berz, de Demandolx, Morse and Schizer (Chair).

3


Selection of Board Nominees. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, the Nominating and Corporate Governance Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management to attract candidates with those qualifications.
To identify new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from its members, other members of the Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board, considers each candidate’s personal qualifications (particularly in light of the Company’s various lines of business) and how such personal qualifications effectively address the then perceived current needs of the Board. Appropriate personal qualifications and criteria for Board membership include the following:
experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;
proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;
prior or current association with institutions noted for their excellence;
complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
an understanding of the Company’s businesses and the environment in which the Company operates; and
diversity as to business experiences, educational and professional backgrounds and ethnicity.
The Nominating and Corporate Governance Committee has the authority to retain a search firm to assist it in these efforts. After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval.
The Nominating and Corporate Governance Committee evaluated the director nominees and recommended that the Board nominate each director nominee named above for re-election.
Stockholder Recommendations. The Nominating and Corporate Governance Committee considers director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the procedures required under the Company’s By-Laws for nomination of directors by stockholders. Stockholder nominations that comply with these procedures and meet the criteria outlined above will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive.
As of the date of this Amendment No. 1, there have been no material changes to the procedures by which security holders may recommend nominees to our Board as described in the Company’s Definitive Proxy Statement filed with the SEC on April 22, 2016 (the “2016 Proxy Statement”).
Audit Committee
Committee Function. The Audit Committee assists the Board to fulfill its responsibility to oversee:
management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;
the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);
the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;
the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;
risk management and controls, which include assisting management in identifying and monitoring risks, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board); and
the processes for handling complaints relating to accounting, internal accounting controls and auditing matters.

4


Charter and Meetings. The Audit Committee held seven meetings during the last fiscal year and acted by Unanimous Written Consent on one occasion. The charter of the Audit Committee is available on the Company’s website at www.seacorholdings.com under the link chain “Investors - Corporate Governance - Governance Documents.” The current members of the Audit Committee are Messrs. Morse (Chair), Regan and Schizer. The Board has determined that all members of the Audit Committee are “independent” and “financially literate” under the applicable rules of the NYSE. The Board has further determined that Mr. Morse is an “Audit Committee Financial Expert” within the meaning of the regulations of the SEC, and is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the rules promulgated under the Exchange Act. For Mr. Morse’s relevant experience, please refer to his biography on page 2. Additionally, each member of the Audit Committee meets the heightened requirement for independence set forth in the Exchange Act.
The Audit Committee’s role is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee recognizes that Company management, including the internal audit staff, or outside provider of such services, and the independent registered public accounting firm has more time, knowledge and detailed information about the Company than do Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent registered public accounting firm’s work.
The Audit Committee’s principal responsibilities include: (i) appointing and reviewing the performance of the independent registered public accounting firm; (ii) reviewing and, if appropriate and necessary, pre-approving audit and permissible non-audit services of the independent registered public accounting firm; (iii) reviewing the adequacy of the Company’s internal and disclosure controls and procedures; (iv) reviewing and reassessing the adequacy of the Company’s charter; (v) reviewing with management any significant risk exposures; (vi) reviewing with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements; (vii) reviewing and discussing with management and the independent registered public accounting firm all critical accounting policies and practices used by the Company and any significant changes thereto; (viii) reviewing and discussing with management, the independent registered public accounting firm and the internal auditor any significant findings during the year, including the status of previous audit recommendations; (ix) assisting the Board in monitoring compliance with legal and regulatory requirements; and (x) establishing and maintaining procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Compensation Committee
Committee Function. The Compensation Committee, among other things:
approves, either on its own or in consultation with the Company’s independent directors, the compensation of the Executive Chairman, the Chief Executive Officer, other executive officers, and certain officers or managers of a Business Unit or subsidiary;
evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;
reviews, approves and makes recommendations with respect to changes in incentive compensation and equity-based plans;
approves all grants of stock options and restricted stock awards;
reviews and makes recommendations with respect to director compensation;
prepares a report to be included in the Company’s annual report on Form 10-K or proxy statement (as applicable); and
conducts an annual performance self-evaluation.
The Chairman of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Chief Executive Officer, if requested by the Compensation Committee. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The Chairman of the Compensation Committee reports the actions of the Compensation Committee regarding compensation of executive officers to the full Board. The Compensation Committee has the sole authority to retain compensation consultants to assist in the evaluation of director or executive officer compensation, has sole authority to determine compensation of such consultants, and is responsible for the oversight of any such consultants. The Compensation Committee determined not to retain a compensation consultant with respect to 2017 compensation decisions. Data utilized by the Compensation Committee was collected by the Company’s legal and finance departments from outside data services, such as Equilar’s research database, a resource for analyzing executive compensation and executive pay trends, and through publicly available compensation-related information.

5


Charter and Meetings. The Compensation Committee met three times during the last fiscal year and acted by Unanimous Written Consent on five occasions. The Compensation Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Compensation Committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents.”
The Compensation Committee consists entirely of “Non-Employee Directors,” as defined by Rule 16b-3 under the Exchange Act, all of whom satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Board has determined that each of the directors serving on the Compensation Committee is “independent” within the meaning of the listing standards of the NYSE, as well as the additional independence standards applicable to members of the Compensation Committee.
Compensation Committee Interlocks and Insider Participation. The members of the Compensation Committee during fiscal year 2016 were Messrs. Berz (Co-Chair), De Demandolx, Morse and Regan (Co-Chair). Each member of the Compensation Committee is an independent director. No member of the Compensation Committee: (i) was an officer or employee of the Company or any of its subsidiaries during 2014; (ii) was formerly an officer of the Company or any of its subsidiaries; or (iii) served on the board of directors of any other company any of whose executive officers served on the Company’s Compensation Committee or its Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that each director and executive officer of the Company and each person owning more than 10% of the Common Stock report his or her initial ownership of Common Stock and any subsequent changes in that ownership to the SEC. The Company is required to disclose any failure to file or late filings of such reports with respect to the most recent fiscal year.
Based solely upon a review of copies of forms furnished to the Company or written representations from certain reporting persons that no Form 5s were required for such reporting persons, the Company believes that during the 2016 fiscal year all Section 16(a) filing requirements were satisfied.
ITEM 11.
EXECUTIVE COMPENSATION
Compensation of Directors
Directors who are also employees of the Company receive no remuneration by reason of such directorship and are not compensated for attending meetings of the Board or standing committees thereof. During 2016, non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 per meeting for telephonic attendance.
The SEACOR Holdings Inc. 2014 Share Incentive Plan (the “Share Incentive Plan”), is administered by the Board or by a committee designated by the Board, under which each non-employee director is granted options and shares of Common Stock. It is the policy of the Board to award annual equity grants to each non-employee director consisting of 3,000 options to purchase shares of Common Stock and 500 shares of Common Stock at its regularly pre-scheduled annual meetings. The 500 shares of Common Stock granted are delivered in four equal installments beginning with the date of such annual meeting and on the dates that are three, six and nine months thereafter (each such installment of shares, until the delivery date thereof, “Unvested Stock Award”). These grants are made on dates previously established by the Board and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.
The exercise price of the options granted is the fair market value per share of Common Stock on the date the options were granted. Options are exercisable at any time following the earlier of the first anniversary of, or the next Annual Meeting after, the date of grant, for a period of up to ten years from the date of grant. Subject to the accelerated vesting of options upon a non-employee director’s death or disability or a change in control of the Company, if a non-employee director’s service as a director of the Company is terminated, his or her options that are not then exercisable will terminate. A non-employee director’s options that are vested but not exercised may, subject to certain exceptions, be exercised within one year after the date of termination of service as a director in cases of termination by reason of voluntary retirement, failure of the Company to nominate such director for re-election or failure of such director to be re-elected by stockholders after nomination by the Company, or termination of service as a director by reason of death or disability. If a non-employee director’s service as a director of the Company terminates for any reason, any and all unvested stock awards will terminate.

6


NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2016.
Name
 
Fees earned
or paid in cash
(4) 
($)
 
Stock
Awards
(5) 
($)
 
Option
Awards
(6) 
($)
 
Total
($)
David R. Berz(1)(2)(7)
 
80,000

 
28,755

 
51,600

 
160,355

Pierre de Demandolx(1)(2)(8)
 
80,000

 
28,755

 
51,600

 
160,355

Oivind Lorentzen(9)
 
72,000

 
28,755

 
51,600

 
152,355

Andrew R. Morse(1)(2)(3)(10)
 
90,000

 
28,755

 
51,600

 
170,355

R. Christopher Regan(1)(3)(11)
 
90,000

 
28,755

 
51,600

 
170,355

David M. Schizer(2)(3)(12)
 
86,000

 
28,755

 
51,600

 
166,355

Steven J. Wisch(2)(3)(13)
 
35,667

 
6,354

 

 
42,020

______________________
(1)
Member of the Compensation Committee.
(2)
Member of the Nominating and Corporate Governance Committee.
(3)
Member of the Audit Committee.
(4)
Non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 for each meeting attended by telephone.
(5)
On June 1, 2016, each of the non-employee directors then serving on the Board was granted 500 shares of Common Stock (consistent with the previous year). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 without regard to forfeitures for stock-based compensation (Formerly FAS 123R). Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Original Filing. The shares of Common Stock are delivered in four equal installments beginning with the date of grant and on the dates that are three, six and nine months thereafter.
(6)
On June 1, 2016, each of the non-employee directors then serving on the Board was granted 3,000 options to purchase shares of Common Stock (consistent with the previous year). The dollar amount of option awards set forth in this column is equal to the grant date fair value of such option awards calculated in accordance with FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Original Filing. The options are exercisable at any time following the earlier of the first anniversary of, or the next annual meeting after, the date of grant, provided that such non-employee director continues to serve as a director of the Company on that date, subject to earlier acceleration upon death, disability, voluntary retirement or change in control.
(7)
As of December 31, 2016, Mr. Berz had 9,750 outstanding options to purchase Common Stock, of which 6,750 were exercisable.
(8)
As of December 31, 2016, Mr. de Demandolx had 12,000 outstanding options to purchase Common Stock, of which 9,000 were exercisable.
(9)
As of December 31, 2016, Mr. Lorentzen had 139,460 outstanding options to purchase Common Stock, of which 118,460 were exercisable.
(10)
As of December 31, 2016, Mr. Morse had 35,196 outstanding options to purchase Common Stock, of which 32,196 were exercisable.
(11)
As of December 31, 2016, Mr. Regan had 35,196 outstanding options to purchase Common Stock, of which 32,196 were exercisable.
(12)
As of December 31, 2016, Mr. Schizer had 7,500 outstanding options to purchase Common Stock, of which 4,500 were exercisable.
(13)
Mr. Wisch did not stand for re-election at the Company’s 2016 Annual Meeting, and as a result his term as a member of the Board and a member of various committee’s of the board expired on June 1, 2016.

7


COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis and the tables that follow provide information regarding the fiscal 2016 compensation program for our 2016 named executive officers (referred to as the “Named Executive Officers” or “NEOs”) who are listed below:
Charles Fabrikant, Executive Chairman and Chief Executive Officer (Principal Executive Officer);
Matthew Cenac, Executive Vice President and Chief Financial Officer (Principal Financial Officer);
Eric Fabrikant, Co-Chief Operating Officer;
John Gellert, Co-Chief Operating Officer; and
Bruce Weins, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer).
EXECUTIVE SUMMARY - 2016 COMPANY PERFORMANCE AND COMPENSATION ACTIONS
OVERVIEW OF OUR BUSINESS
SEACOR and its subsidiaries are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, shipping and logistics industries. The Company conducts its activities in the following reporting segments:
Offshore Marine Services. Offshore Marine Services operates a diverse and technologically advanced fleet of support vessels primarily servicing major integrated national and international oil companies, large independent oil and gas exploration and production companies and emerging independent companies. These vessels deliver cargo and personnel to offshore installations; field security services; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions; and carry and launch equipment such as remote operated vehicles or “ROVs” used underwater in drilling and well installation, maintenance, inspection and repair. In addition, Offshore Marine Services' vessels provide accommodations for technicians and specialists, and provide standby safety support and emergency response services. Offshore Marine Services also operates a fleet of liftboats in the U.S. Gulf of Mexico that primarily support well intervention, work-over, decommissioning and diving operations. In non-oil and gas industry activity, Offshore Marine Services operates vessels primarily used to move personnel and supplies to offshore wind farms in Europe. Offshore Marine Services contributed 26%, 35% and 40% of consolidated operating revenues in 2016, 2015 and 2014, respectively.
Inland River Services. Inland River Services operates domestic river transportation equipment used for moving agricultural and industrial commodities and containers on the U.S. Inland River Waterways, primarily the Mississippi River, Illinois River, Tennessee River, Ohio River and their tributaries and the Gulf Intracoastal Waterways. Internationally, Inland River Services has liquid tank barge operations on the Magdalena River in Colombia primarily transporting petroleum products and dry-cargo barge operations on the Parana-Paraguay River Waterways in Brazil, Bolivia, Paraguay, Argentina and Uruguay primarily transporting agricultural and industrial commodities. In addition to its primary barge and towboat businesses, Inland River Services also operates and invests in high-speed multi-modal terminal facilities for both dry and liquid commodities; barge fleeting locations in various areas of the U.S. Inland River Waterways; a broad range of service facilities including machine shop and the repair and drydocking of barges and towboats at strategic locations on the U.S. Inland River Waterways; and a transshipment terminal at the Port of Ibicuy, Argentina. Inland River Services contributed 20%, 22% and 19% of consolidated operating revenues in 2016, 2015 and 2014, respectively.
Shipping Services. Shipping Services operates a diversified fleet of U.S.-flag marine transportation related assets, including its 51% controlling interest (see Note 12) in certain subsidiaries (collectively “SEA-Vista”) that operate product tankers servicing the U.S. coastwise trade of crude oil, petroleum and chemical products, and including its harbor tugs servicing vessels docking in U.S. Gulf and East Coast ports. Additional services include liner and short-sea transportation to and from ports in Florida, Puerto Rico, the Bahamas and the Western Caribbean, a terminal support and bunkering operation in St. Eustatius, a U.S.-flag articulated tug and dry bulk barge operating on the Great Lakes, a U.S.-flag offshore tug and technical ship management services for third party vessel owners. Shipping Services contributed 28%, 21% and 16% of consolidated operating revenues in 2016, 2015 and 2014, respectively.
Illinois Corn Processing. Illinois Corn Processing, LLC (“ICP”) operates a single-site alcohol manufacturing, storage and distribution facility located in Pekin, Illinois and is a leading producer of alcohol used in the food, beverage, industrial and petrochemical end-markets. As co-products of its manufacturing process, ICP additionally produces Dried Distillers Grains with Solubles (“DDGS”) primarily used for animal feed and produces non-food grade Corn Oil primarily used for feedstock in biodiesel production. The Company owns a 70% interest in ICP (see Note 12). ICP contributed 21%, 16% and 18% of consolidated operating revenues in 2016, 2015 and 2014.

8


Witt O’Brien’s. Witt O’Brien’s provides resilience solutions for key areas of critical infrastructure, including, but not limited to, government, energy, transportation, healthcare and education, in the United States and abroad. Witt O’Brien’s protects and enhances its customers’ enterprise value by strengthening their ability to prepare for, respond to and recover from natural and man-made disasters, including hurricanes, infectious disease, terrorism, cyber breaches, oil spills, shipping incidents and other disruptions. Witt O’Brien’s contributed 5%, 5% and 2% of consolidated operating revenues in 2016, 2015 and 2014.
Other. The Company also has activities that are referred to and described under Other, which primarily include lending and leasing activities and noncontrolling investments in various other businesses, primarily industrial aviation services businesses in Asia and an agricultural commodity trading and logistics business that is primarily focused on the global origination, trading and merchandising of sugar.
2016 BUSINESS ENVIRONMENT AND TRANSACTION HIGHLIGHTS
The segments in which we operate are fragmented with many competitors and are driven by macroeconomic conditions that influence the need for our services. The Company’s financial success and growth are dependent on maintaining a relevant asset base for its lines of business, anticipating trends in logistics and equipment design and market movements, maintaining efficient operations spread over many geographic regions, building the business organically as well as finding new investments and acquisitions to build on existing businesses, pro-actively managing its cash and balance sheet, ensuring access to capital, and finding new investment opportunities. Mergers and acquisitions, divestitures, the successful formation and maintenance of joint ventures, designing and building new equipment and trading assets are all essential elements of the Company’s business.
The past year was another challenging year for the Company and the broader oil and gas markets as a result of continued low oil prices during fiscal year 2016. Low oil prices continue to impact a number of our business segments and the Company’s financial and operational results for 2016.
Despite these challenges, the Company capitalized on several operational, corporate, and business achievements, including:
Earning $51.2 million in positive cash flow from operations
Placing two newly built U.S.-flag product tankers into service on long-term time charters
Investing $25.0 million in and received $9.5 million from various joint ventures
Acquiring $162.6 million in principal amount of certain of its outstanding Senior Notes and Convertible Senior Notes for total consideration of $157.8 million and debt extinguishment gains of $5.2 million
Successfully refinancing its wind farm utility fleet
Successfully defending various claims in litigation, primarily related to the Deepwater Horizon oil spill response, resulting in no settlement payments by the Company (the”Litigation Defense”)
Provided debtor-in-possession financing for International Shipholding Corporation (“ISH”) and successfully negotiated with the secured creditors a reorganization plan, whereby the Company, subject to certain conditions, would acquire certain assets and businesses of ISH (the “ISH Reorganization”)
The Company’s sale of nine offshore support vessels, nineteen 30,000 barrel inland river tank barges, fourteen inland river towboats, two U.S.-flag harbor tugs and one U.S.-flag product tanker, which was leased back, and other property and equipment for net proceeds of $194.4 million ($184.4 million in cash, $8.0 million in seller financing and one U.S.-flag harbor tug valued at $2.0 million) (the “Equipment Sales”)
We believe these achievements were made possible by (i) the breadth of talent and experience possessed by our senior leadership team and (ii) a strong balance sheet that reflects decades of financial and operational success, despite the challenges presented in 2016. Nonetheless, because our executive compensation programs are designed to align our executives’ interests with those of our shareholders by ensuring that actual pay aligns with overall Company performance, the Compensation Committee considered the challenges facing our Company when making determinations with respect to the compensation of our NEOs for 2016, which resulted in the following:
Our CEO’s total compensation for 2016, as set forth in the Summary Compensation Table, represents a 21% reduction from his total compensation for 2015;
Across-the-board reductions to the annual bonuses paid to our NEOs as measured from 2015 to 2016;
No base salary increases for NEOs for the 2017 fiscal year; and
Adjustments to the number of equity awards granted in respect of 2016 Company and individual performance.

9


CONSIDERATION OF SAY-ON PAY VOTE RESULTS
At the Company’s 2016 Annual Meeting of Stockholders, a non-binding, advisory vote was taken with respect to the compensation of the Company’s Named Executive Officers. Stockholders expressed substantial support for the compensation of the Company’s Named Executive Officers, with over 97% of the votes cast in favor of the “say-on-pay” advisory resolution approving the Company’s Named Executive Officer compensation. In 2011, the stockholders voted to conduct say-on-pay advisory votes on an annual basis and the Board has adopted this position. The Compensation Committee considered the results of the 2016 advisory vote and also considered other factors in evaluating the Company’s executive compensation programs as discussed in this Compensation Discussion and Analysis.
CURRENT EXECUTIVE COMPENSATION “BEST PRACTICES”
For 2016, we employed the following executive compensation best practices:
Annual Review of Base Salaries. NEOs’ base salaries were unchanged.
Deferred 40% of Annual Bonuses. We continued our practice of deferring payment of 40% of our NEOs’ annual bonuses to subsequent years, with 20% to be paid in the first quarter of 2018 and the remaining 20% to be paid in the first quarter of 2019.
Five-Year Vesting of Restricted Stock and Four-Year Vesting of Stock Options. Historically, each executive’s long-term incentive grant is delivered either as stock options (priced at four designated quarterly dates throughout the year of grant) or as restricted stock, which has a four-year and five-year vesting period, respectively.
Clawback Policy. The Company has a clawback policy applicable to our NEOs’ executive compensation.
No Repricing or Replacing Outstanding Stock Options. We have never repriced or replaced any of our outstanding stock options.
No Perquisites. We do not grant perquisites to our NEOs that are different from the perquisites available to all our employees generally.
No Tax Gross-ups. We have never provided any tax gross-up payments to NEOs and have no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.
No Excessive Severance Payments. We do not provide excessive severance payments in the event of an NEO’s termination of employment.
No Supplemental Executive Retirement Plans (“SERP”). We do not provide a SERP to our NEOs.
Double-Trigger Vesting. Awards under our Share Incentive Plan contain a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a change of control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the Share Incentive Plan and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change of control.
No Hedging or Pledging By Our NEOs. The Company has adopted prohibitions against hedging and pledging of Company stock.
No Guaranteed Bonuses. We believe that bonuses should reflect actual company and individual performance. Therefore, we do not guarantee bonus payments to our NEOs.
No Employment Contracts with NEOs. We do not maintain any employment contracts with our NEOs.
No Severance Agreements with NEOs. We do not maintain any pre-committed severance agreements with our NEOs.
No Change-of-Control Agreements with NEOs. We do not maintain any change-of-control agreements with our NEOs.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company seeks to align the interests of its executive officers and key managers with those of its stockholders by granting stock options and awarding restricted stock under an extended vesting schedule of four years and five years, respectively.

10


Using five-year vesting and four-year vesting for restricted stock and stock option awards, respectively, reflects the Company’s expectation that senior executives with influence over the Company’s strategic decisions regard themselves as long-term owners with values consistent with long-term stockholders, which is evident by the significant amount of equity voluntarily held by senior executives long after equity awards have vested.
In addition, the Company’s payout of bonuses over three years, with 60% distributed in the first year and 20% distributed in each of the following two years, further demonstrates the Company’s philosophy of rewarding longer-term financial and operating performance.
SETTING EXECUTIVE COMPENSATION
Oversight of Compensation Programs
The Compensation Committee is responsible for overseeing our senior executive compensation programs. See page 5 of this Amendment for more information on the role and responsibilities of the Compensation Committee in its review of executive compensation and related corporate governance.
Use of Compensation Consultants
The Compensation Committee decided not to employ a compensation consultant in determining or recommending the amount or form of officer or director compensation for 2016. Data required by the Compensation Committee was collected by the Company’s legal and finance departments and outside data services, such as Equilar and reviewed and discussed from time to time at Compensation Committee meetings.
Role of Executive Officers in Compensation Decisions
In evaluating executive compensation, the Executive Chairman and Chief Executive Officer focuses on senior employees and their progress in meeting individual goals in relation to how well their peers, their respective business units and the entire Company have performed. In a series of informal group discussions and formal Compensation Committee meetings typically held in the latter part of each year through March of the following year, the Compensation Committee, the Executive Chairman and Chief Executive Officer meet to review the following factors in setting compensation for senior executives:
the Company’s corporate transactions, financial results and projections;
the individual performance of the Company’s executive officers and the overall performance of each business unit;
the Executive Chairman and Chief Executive Officer’s recommendations; and
prevailing conditions in the job market.
The Executive Chairman and Chief Executive Officer does not participate in any decisions with respect to his own compensation.
Role of the Compensation Committee
In addition, the Compensation Committee considers the following factors:
market comparisons for cash and equity compensation;
the potential for future roles within the Company;
the risk in not retaining an individual;
total compensation levels before and after the recommended compensation amounts;
compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and
the fact that the Company has not entered into employment contracts and does not provide perquisites, supplemental retirement or severance programs.
The Compensation Committee also meets in executive session to consider the factors above for senior executives and to utilize these factors in evaluating the Executive Chairman and Chief Executive Officer’s proposed compensation and performance. Additional meetings of the Compensation Committee are held as appropriate to review and approve stock option grants and restricted stock awards to newly hired employees or to current employees in connection with promotions within the Company.

11


Compensation Philosophy
The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements described herein is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s and the Stockholders’ best interest to conduct its own research regarding executive compensation, which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.
Market Information
The Compensation Committee reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. There is no one listed company that has a diverse group of businesses and geographic reach, and network of joint ventures that would be comparable to the Company. The companies with obviously similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include: Bristow Group, GATX Corporation, GulfMark Offshore, Inc., Hornbeck Offshore Services, Inc., Kirby Corporation, Nabors Industries Ltd., Oceaneering International, Inc., Overseas Shipholding Group, Inc., Tidewater Inc. and Transocean Ltd. The Compensation Committee also considers compensation practices at various investment banking institutions and private equity funds, as it believes the skill sets of its executives overlap with those required by those institutions. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels.
SETTING COMPENSATION IN RELATION TO PERFORMANCE
The Company evaluated and set 2016 executive compensation in the context of the current economic conditions, the Company’s performance and the performance of its key personnel. Compensation decisions are determined with a view toward ensuring that management avoids high-risk strategies and does not focus principally on short-term results. Although, as discussed later in this Compensation Discussion and Analysis, the Company utilizes performance targets in setting certain bonus and equity awards in accordance with Section 162(m) of the Internal Revenue Code, the Compensation Committee believes reasoned judgment, rather than automatic formulas, is the appropriate basis by which to set compensation, and uses discretion to adjust awards based on performance targets. The Compensation Committee believes using formulas alone may foster an environment that encourages short-sighted decisions intended to meet formulaic goals rather than work toward long-term benefits or adapt to a changing environment that might be best met by altering strategy during the year or re-prioritizing goals. Consequently, the Compensation Committee constructs its compensation incentives to reward consistent and durable performance in a way that maintains flexibility.
In measuring returns and performance of management, the Compensation Committee subjectively weighs, among other factors:
stockholder returns on equity on both a before and after-tax basis;
operating cash flow for the Company and its business units;
returns on operating assets;
cash generated relative to cost of replacement;
quality of the asset base;
results of trading assets;
tax strategies and cash retention;
financing activity;
degree of risk inherent in the balance sheet;
success of corporate strategies, mergers and acquisitions and divestitures; and
effective use of finance strategies.
However, the Compensation Committee does not pre-establish performance targets for any of the above-mentioned factors or assign a weighting to any of the various factors given the constantly changing nature of a business that is volatile, and the need to adjust priorities and address opportunities as developed during the year. Such opportunities can include raising capital, selling assets, acquiring businesses, and similar variables.

12


For 2016, the Compensation Committee reviewed the Company’s performance and that of its business segments and compared these results based on the foregoing parameters to those achieved by other companies in similar lines of business to the extent that comparison was possible. The Compensation Committee considered competitive compensation levels and pay practices within industries that hire personnel with the types of leadership, operating, financial and legal skills required to oversee and grow the Company’s business, such as shipping, banking, finance, law, investment management, private equity, logistics and commodity trading. It receives data on pay practices of companies in the shipping business, energy services, finance and leasing, investment management and industrial manufacturing sectors. Due to differences in reporting and accounting practices, levels of balance sheet leverage and quality of asset base, the Compensation Committee does not believe industry performance “benchmarks” are useful or appropriate. Due to differences in corporate strategies and responsibilities of executive officers and key managers, the Compensation Committee and management also believe it is not useful or appropriate to “benchmark” compensation of its officers to those at any single group of other companies.

13


ELEMENTS OF COMPENSATION
Overview
Alignment with our executive compensation philosophy is achieved through the executive compensation components for our senior executives, including our Named Executive Officers, outlined below.
Compensation Element
 
Compensation
Objectives and Principles
 
Relation to Performance
 
2016 Actions/Results
Base Salary - Fixed annual cash; paid on a semi-monthly basis.
 
Compensate NEOs for services rendered during the year in the form of fixed cash compensation.
 
Increases in base salary reflect market positioning, economic conditions and the Compensation Committee’s assessment of company and individual performance over the prior year.
 
The NEOs’ 2016 base salaries were unchanged from 2015 base salaries.
 
 
 
 
Base salary levels are set to reflect the NEO’s role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness.
 
 
Annual Bonus - Cash, paid 60% in the year awarded and 20% in each of the next two subsequent years.
 
Reward senior executives, including NEOs, for performance over a one-year period.
 
Annual bonuses reflect company and individual performance.
 
Bonus awards were adjusted from 2015 levels in response to company and individual performance.
 
 
 
 
Payment is not guaranteed and levels vary according to company and individual performance.
 
 
 
Long-Term Incentives (LTI) -
 Stock Options - A portion of each executive’s LTI grant is delivered as Stock Options with a four-year vesting period and priced at four designated quarterly dates throughout the year of grant.
Restricted Stock - Historically, a portion of the executive’s LTI grant is delivered as Restricted Stock with a five-year vesting period.



 
Align NEOs’ interests with those of the Company’s stockholders and drive long-term value creation.
 
Prior-year company and individual performance are two of several factors the Compensation Committee considers when determining the size of the LTI grants for a given year.
 
Approximately 25% of NEOs’ 2016 LTI grant value was in stock options.
 
Pay for performance.
 
 
Approximately 75% of NEOs’ 2016 LTI grant value was in restricted stock.
 
Reward NEOs for long- term growth.
 
 
 
Attract, retain and reward NEOs for company and individual performance.
 
 
 
 
 
 
 
 
 
 
 
Health and Welfare Benefits - Eligibility to participate in our broad-based health and welfare plans, e.g., health insurance.
 
Identical to benefits provided to all Company employees.
 
Not directly related to performance. Reflects competitive pay practice.
 
No significant actions regarding health and welfare benefits in 2016.
 
Attract, retain and motivate.
 
 
 
Retirement Plans - Eligibility to participate in our broad-based 401(k) plan for all employees.
 
Identical to benefits provided to all company employees.
 
Not directly related to performance. Reflects competitive pay practice.
 
No significant actions regarding retirement plans in 2016.
 
Attract, retain and motivate.
 
 
 
 
Perquisites - None
 
The Company does not provide any perquisites.
 
The Company believes existing pay practices are sufficient to attract and retain senior management.
 
No actions with respect to perquisites in 2016.
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
As described in this Compensation Discussion and Analysis, the Compensation Committee did not use a formula to determine the Named Executive Officers' salary, bonus and equity awards for 2016. The Compensation Committee made a subjective determination based upon the factors described below with respect to each Named Executive Officer. Each of the factors was considered independently and together as a group, such that the final compensation of the Named Executive Officers was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.

14


Below is a summary of the individual responsibilities and achievements applicable to each of our NEOs that the Compensation Committee considered when making its determinations with respect to 2016 compensation.
Charles Fabrikant
In determining the fiscal 2016 compensation for Mr. Fabrikant, the Compensation Committee considered the financial and non-financial factors described earlier in this Compensation Discussion and Analysis, as well as the following additional skills:
leadership experience, professional experience, ability to teach and train, communication skills and unique combination of business and legal background;
development and growth of diverse business units, the divestiture of which has unlocked significant stockholder value;
deal-making and transactional skills, particularly his experience with international business transactions;
familiarity with sophisticated capital markets and broad asset classes; and
experience in developing interrelated businesses, particularly in the shipping, inland river, offshore and energy industries.
For 2016, the Compensation Committee considered Mr. Fabrikant’s role in creating long-term stockholder value by, in particular, successfully completing certain corporate transactions, including the ISH Reorganization, the Litigation Defense and the Equipment Sales.
Matthew Cenac
In determining the fiscal 2016 compensation for Mr. Cenac, the Compensation Committee considered the financial and non-financial factors described earlier in this Compensation Discussion and Analysis, as well as the following:
responsibility for managing all financial personnel and supervising reporting and preparation of financial statements;
responsibility for internal controls, overseeing information technology, supervising human resources, complying with public reporting requirements and the Sarbanes-Oxley Act, and providing services to the Board and the business units, including development of analytical tools for understanding the operating performance of the different business units of the Company; and
his central role in the execution of the Company’s strategic acquisitions and divestitures, which included due diligence, planning and oversight of all of the Company’s 2016 transactions.
Eric Fabrikant
In determining Mr. Fabrikant's compensation for 2016, the Compensation Committee considered the overall performance of the Company and the financial and non-financial factors described earlier in this Compensation Discussion and Analysis. Mr. Fabrikant’s base compensation reflects his skill and experience, including his ability to work productively outside of the United States and manage joint ventures, his experience in acquisitions, his work with fluctuating exchange rates and his understanding of the macro factors that drive the demand for the business unit’s equipment and services.
In determining Mr. Fabrikant's total compensation for the year ending 2016, the Compensation Committee considered Mr. Fabrikant’s contributions with respect to the ISH Reorganization and the Equipment Sales.
John Gellert
In determining Mr. Gellert’s compensation for the year ending 2016, the Compensation Committee considered the Company’s performance, the performance of the Offshore Marine Services division and Mr. Gellert’s oversignt of efforts in managing the business through a very difficult cycle. In evaluating the performance of the Offshore Marine Services division, the Committee considered operating income, earnings before taxes and depreciation, profits and losses from sale of equipment, return on property, plant and equipment using an internal rate of return analysis and also return on corporate equity, success in controlling expenses, success in maintaining a fleet of age and quality consistent with the Company’s strategy, success in managing receivables, creativity in finding new opportunities and contribution to the corporate investment strategy.
In determining Mr. Gellert’s total compensation for the year ending 2016, the Compensation Committee also considered Mr. Gellert’s involvement in the refinancing of the Company’s wind farm utility fleet and the Equipment Sales.
Bruce Weins
In determining Mr. Weins’ compensation for 2016, the Compensation Committee considered the overall performance of the Company and the financial and non-financial factors described earlier in this Compensation Discussion and Analysis. Mr. Weins’ base compensation reflects his skill and experience, including his experience in public reporting and business acquisitions

15


and dispositions, his ability to work productively outside of the United States and participate in the management of various joint ventures, his work with fluctuating exchange rates and his understanding of the macro factors that drive the demand for the business unit’s and joint ventures equipment and services.
In determining Mr. Weins total compensation for the year ending 2016, the Compensation Committee considered Mr. Weins contributions with respect to the ISH Reorganization.
Base Compensation
Base salary levels reflect the experience and skill required for executing the Company’s business strategy and overseeing its businesses and operations. The Compensation Committee places an emphasis on the compensation for the Executive Chairman and Chief Executive Officer to ensure it reflects operating performance and strategic direction. Together with the Executive Chairman and Chief Executive Officer, the Compensation Committee also reviewed the compensation of the other Named Executive Officers and select senior officers to achieve the correct balance of incentives to appropriately reward and retain the Company’s executives and maximize their performance over the long-term.
Base salary is established at levels designed to be consistent with professional and market norms based on relevant experience. The Executive Chairman and Chief Executive Officer assesses senior employees on their progress in meeting individual goals in relation to how well their peers and the entire Company perform.
The Compensation Committee considers the following factors in setting base salaries:
the Company’s results and projections for the current fiscal year;
conditions in the job market;
industry conditions and market compensation levels, generally;
job performance and risk in not retaining an individual; and
potential for future growth roles within the Company.
Base salary levels for senior managers are also set in recognition of the fact that the Company has no:
formal retirement program or severance plans;
employment agreements or pre-committed bonuses;
perquisites;
gross-up provisions; or
non-ordinary course benefit plans.
The chart below details the 2016 and 2017 base salaries for our NEOs:
BASE SALARIES
Named Executive Officer
 
2016 Base Salary
 
2017 Base Salary
Charles Fabrikant
 
$
700,000

 
$
700,000

Matthew Cenac
 
450,000

 
450,000

Eric Fabrikant
 
450,000

 
450,000

John Gellert
 
450,000

 
450,000

Bruce Weins
 
245,000

 
245,000

Annual Bonus
Bonus awards are discretionary. Management and the Compensation Committee believe that determining bonuses on a case-by-case basis for each individual is the best approach for the Company.
The Compensation Committee, in conjunction with the Executive Chairman and Chief Executive Officer, also evaluated the performance of senior managers in achieving specific initiatives, such as executive corporate transactions and financings, improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities.

16


Performance was reviewed for senior managers in a multi-year context, considering contributions to decisions and strategies initiated in the past that may affect the present.
The bonus compensation is paid over three years, 60% in the year awarded (for services in the prior calendar year) and 20% in each of the next two subsequent years. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. This rate is set and approved by the Compensation Committee. The objective is to establish a retention system that links executives to the outcome of their decisions over a period of years.
For 2016, three of our NEOs received their annual bonuses pursuant to the Company’s Management Incentive Plan (the “MIP”). The Company adopted, and the stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria. Under the terms of the MIP, notwithstanding the achievement of any performance criteria, the Compensation Committee retained and, for 2016, exercised its discretion to reduce all awards under the MIP.
With reference to the MIP performance targets, but using no formula, the Compensation Committee determined cash and equity bonus awards (i.e., reducing the amounts otherwise payable under the MIP) by considering the Company’s financial performance and that of its business units and investments, taken in context of the overall business environment, and each individual’s contribution to that performance without providing particular weight to any individual factor.
Under Section 162(m) of the Internal Revenue Code, in order for compensation in excess of $1,000,000 paid in any year to any “covered employee” (as currently defined in Section 162(m) of the Internal Revenue Code – a company’s principal executive officer and any of such company’s three other most highly compensated executive officers named in the proxy statement (not including the chief financial officer)) to be deductible by the Company, such compensation must qualify as “performance based.” Bonus amounts payable under the MIP are based on performance criteria that qualify such bonus amounts as performance based for purposes of the exemption from the limitations of Section 162(m) of the Internal Revenue Code. This allows the Company to take advantage of a deduction with respect to bonuses paid under the MIP to any covered employees who earn in excess of $1,000,000.
The chart below details the 2016 annual bonuses for our NEOs, as compared to the amounts paid in respect of 2015 annual bonuses:
ANNUAL BONUS
Named Executive Officer
 
2016 Annual Bonus
 
2015 Annual Bonus
Charles Fabrikant
 
$

 
$
900,000

Matthew Cenac
 
260,000

 
300,000

Eric Fabrikant
 
240,000

 
300,000

John Gellert
 

 
300,000

Bruce Weins
 
115,000

 
130,000


Long-term Incentives
The Company believes that the use of equity awards to align the interests of senior employees with the Company’s long-term growth has proven successful in fostering a sense of ownership. It is the policy of the Compensation Committee to approve annual equity grants at regularly pre-scheduled meetings. These grants are made on dates previously established by the Compensation Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.
Stock Options
Stock option awards, in any given year, are made in respect of performance during the calendar year immediately preceding the calendar year in which they are made and are priced in four equal installments during the year in which they are made on dates set by the Compensation Committee (such date for each installment, a “Grant Date”).
The Compensation Committee has determined that, by pricing stock options four times per year, the exercise prices would more approximately mirror share price levels during the year and reduce the random nature of pricing once per year. The first date is on or about March 4 and the following three dates are established at three-month intervals.

17


In 2017, the Compensation Committee approved stock option awards based on 2016 performance on April 5, and set subsequent quarterly pricing dates on June 4, September 4 and December 4. The stock options vest ratably over four years beginning on March 4, 2018 and ending on March 4, 2021.
The option price for each grant is based on the closing price of the Company’s shares on the applicable Grant Date.
Based on the Compensation Committee’s determination, in 2017 the Named Executive Officers were granted the following stock options in respect of 2016:
STOCK OPTIONS
 
 
Annual Option Grant Amount
 
Vesting on March 4 of each year
Named Executive Officer
 
 
2018
 
2019
 
2020
 
2021
Charles Fabrikant
 
20,000

 
5,000

 
5,000

 
5,000

 
5,000

Matthew Cenac
 

 

 

 

 

Eric Fabrikant
 
20,000

 
5,000

 
5,000

 
5,000

 
5,000

John Gellert
 

 

 

 

 

Bruce Weins
 
8,000

 
2,000

 
2,000

 
2,000

 
2,000

Restricted Stock
The restricted stock awards granted in 2017 vest ratably over five years, beginning on March 4, 2018 and ending on March 4, 2022. These awards are not reflected in the compensation tables included in this Amendment, because the grants were made in 2017.
Based on the Compensation Committee’s determination or performance achieved during 2016, in 2017 the Named Executive Officers were granted the following amounts of restricted stock in respect of 2016:
RESTRICTED STOCK
 
 
Annual Restricted Stock Grant Amount
 
Vesting on March 4 of each year
Named Executive Officer
 
 
2018
 
2019
 
2020
 
2021
 
2022
Charles Fabrikant
 
30,000

 
6,000

 
6,000

 
6,000

 
6,000

 
6,000

Matthew Cenac
 
10,500

 
2,100

 
2,100

 
2,100

 
2,100

 
2,100

Eric Fabrikant
 
14,000

 
2,800

 
2,800

 
2,800

 
2,800

 
2,800

John Gellert
 
13,500

 
2,700

 
2,700

 
2,700

 
2,700

 
2,700

Bruce Weins
 
4,000

 
800

 
800

 
800

 
800

 
800

Stock Ownership
The Company has no formal policy requiring employees to retain vested restricted stock or options, but it prefers that executive officers maintain ownership and considers executive ownership levels when determining compensation packages.
The Compensation Committee annually reviews grant history and dispositions of options and restricted stock to determine if awards serve the purpose of building ownership.

18


Clawback Policy
The Company has adopted a policy whereby it will seek to recoup compensation paid to NEOs in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of: 1) the material noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.
Policy Against Pledging and Hedging Company Securities
The Company has adopted policies prohibiting hedging and pledging of Company securities by our directors, senior officers and employees.
Consideration of Risk from Compensation Program
The Compensation Committee considers the impact the compensation program has on the Company’s risk management efforts. The Compensation Committee believes that the Company’s compensation program is structured to provide proper incentives for executives to balance risk and reward appropriately and in accordance with the Company’s risk management philosophy, particularly by having a significant portion of the executives’ compensation vest over a three-to five-year time line. Compensation distributed over a period of years serves to reinforce the benefit of long-term decision-making and the Compensation Committee’s ability to reward decisions that, although they may have a perceived short-term negative effect, serve the Company’s (and our stockholders’) best interests in the long-term. The Company believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and do not encourage excessive risk-taking behavior.
Deductibility of Executive Compensation
The Company reviews the total expenses attributed to executive compensation, and the accounting and tax treatment of such programs. The Company addressed the impact of Section 162(m) of the Internal Revenue Code by obtaining stockholder reapproval of the MIP at the Company’s 2014 Annual Meeting and by allowing certain grants under the Share Incentive Plan to qualify as performance-based compensation. The Compensation Committee considers the benefits Section 162(m) of the Internal Revenue Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approve compensation that is not deductible under Section 162(m) of the Internal Revenue Code if it determines that it is in the Company’s best interest to do so.
EMPLOYMENT CONTRACTS/TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL
As mentioned above, the Named Executive Officers do not have employment, severance or change-of-control agreements with the Company. During the last fiscal year, the Compensation Committee considered the advisability of implementing a severance policy for a limited number of executives. The Compensation Committee weighed the retentive value of a formal severance policy against the flexibility that its current practices allow for, and ultimately decided not to implement a severance policy in order to preserve its current practice of administering severance benefits on a case-by-case basis.
Certain benefit or incentive plans or arrangements do, however, provide for payments to Named Executive Officers upon a termination of employment or a change in control of the Company. The information in the tables below describes and quantifies certain compensation that would become payable under existing plans and arrangements if a Named Executive Officer’s employment had terminated on December 31, 2016, given the Named Executive Officer’s compensation as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) savings plan, disability benefits and accrued vacation pay.
Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from the amounts disclosed below. Factors that could affect these amounts include the time during the year of any such event and the Company’s stock price.
All outstanding cash bonus payments, stock options and restricted stock are payable or vest upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change in control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.” For these purposes, “disability” generally means disability resulting in the Named Executive Officer being unable to perform his job. See Table VI below for the intrinsic value (that is, the value based upon the Company’s stock price, and, in the case of stock options, minus the exercise price) of equity awards that would become exercisable or vested if the Named Executive Officer had died or become disabled as of December 31, 2016.
COMPENSATION TABLES
Table I sets forth certain compensation information for the Company’s Named Executive Officers for the years ended December 31, 2016, 2015 and 2014. Table II sets forth all restricted stock and option awards to such Named Executive Officers in December 31, 2016 and indicates the price at which options were granted during 2016. Table III sets forth all unvested restricted stock awards and all outstanding option awards at 2016, to such Named Executive Officers. Table IV sets forth all vesting of restricted stock awards and exercises of options by the Named Executive Officers during 2016. Table V sets forth non-qualified deferred compensation plan activity during 2016 for such Named Executive Officers. Table VI sets forth payments that would be made to such Named Executive Officers under certain plans or arrangements in the event of a termination of employment or a change in control of the Company.
TABLE I
SUMMARY COMPENSATION TABLE (FISCAL YEARS 2016, 2015 and 2014)
The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect to the fiscal years ended December 31, 2016, 2015 and 2014.
Name and
Principal Position
 
Year
 
Salary
($)
 
Bonus(1) 
($)
 
Stock
Awards
(2) 
($)
 
Option
Awards
(2) 
($)
 
All Other
Compensation
($)
 
Total
($)
Charles Fabrikant(3)
 
2016
 
700,000

 

 
1,423,240

 
854,810

 
9,275

 
2,987,325

Executive Chairman and
 
2015
 
700,000

 
900,000

 
1,589,500

 
555,047

 
15,928

 
3,760,475

Chief Executive Officer
 
2014
 
700,000

 
3,000,000

 
1,963,940

 
766,159

 
29,736

 
6,459,835

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Matthew Cenac(4)
 
2016
 
450,000

 
260,000

 
487,260

 
170,962

 
11,899

 
1,380,121

Executive Vice President
 
2015
 
450,000

 
300,000

 
433,500

 
111,009

 
11,493

 
1,306,002

and Chief Financial Officer

 
2014
 
362,500

 
425,000

 
607,850

 
129,360

 
10,363

 
1,535,073

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric Fabrikant(5)
 
2016
 
450,000

 
240,000

 
609,960

 
341,924

 
11,696

 
1,653,580

Co-Chief Operating Officer
 
2015
 
450,000

 
300,000

 
505,750

 
185,016

 
11,493

 
1,452,259

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Gellert(6)
 
2016
 
450,000

 

 
508,300

 
170,962

 

 
1,129,262

Co-Chief Operating Officer
 
2015
 
450,000

 
300,000

 
1,083,750

 
351,530

 
11,493

 
2,196,773

 
 
2014
 
450,000

 
600,000

 
1,428,320

 
465,695

 
11,680

 
2,955,695

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bruce Weins(7)
 
2016
 
245,000

 
115,000

 
177,905

 
102,577

 
10,435

 
650,917

Senior Vice President and Chief Accounting Officer
 
2015
 
245,000

 
130,000

 
216,750

 
83,257

 
10,236

 
685,243

______________________
(1)
Sixty percent (60%) of the annual bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”
(2)
The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during 2016, 2015 and 2014 in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements included in the Original Filing.
(3)
“All Other Compensation” for Mr. Fabrikant includes $6,653 and $22,570 in 2015 and 2014, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275, $9,275 and $7,166 in 2016, 2015 and 2014, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan, a defined contribution plan established by the Company, effective July 1, 1994, that meets the requirements of Section 401(k) of the Internal Revenue Code.
(4)
“All Other Compensation” for Mr. Cenac includes $2,624, $2,218 and $3,197 in 2016, 2015 and 2014, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275, $9,275 and $7,166 in 2016, 2015 and 2014, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
(5)
“All Other Compensation” for Mr. Fabrikant includes $2,421 and $2,218 in 2016 and 2015, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $9,275 in 2016 and 2015, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
(6)
“All Other Compensation” for Mr. Gellert includes $2,218 and $4,514 in 2015 and 2014, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $7,166 in 2015 and 2014, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
(7)
“All Other Compensation” for Mr. Weins includes $1,160 and $961 in 2016 and 2015, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $9,275 in 2016 and 2015, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

19


TABLE II
GRANTS OF PLAN–BASED AWARDS (FISCAL YEAR 2016)
The following table sets forth certain information with respect to grants of share plan-based awards during the year ended December 31, 2016, to each of the Named Executive Officers.
Name
 
Approval
Date
 
Grant
Date
 
All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(1)(2) 
(#)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(3)(4) 
(#)
 
Exercise
or Base
Price of
Option
Awards
($)
 
Market
Price on
Grant
Date
($)
 
Grant Date
Fair Value
of Stock
and
Option
Awards
(5) 
($)
Charles Fabrikant
 
3/4/2016
 
3/4/2016
 
28,000

 
 
 
 
 
50.83

 
1,423,240

Executive Chairman
 
3/4/2016
 
3/4/2016
 
 
 
12,500

 
50.83

 
50.83

 
188,647

and Chief Executive
 
3/4/2016
 
6/4/2016
 
 
 
12,500

 
57.11

 
57.11

 
210,415

Officer
 
3/4/2016
 
9/4/2016
 
 
 
12,500

 
58.88

 
58.88

 
209,423

 
 
3/4/2016
 
12/4/2016
 
 
 
12,500

 
63.44

 
63.44

 
246,325

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Matthew Cenac
 
3/4/2016
 
3/4/2016
 
7,000

 
 
 
 
 
50.83

 
355,810

Executive Vice
 
4/6/2016
 
4/6/2016
 
2,500

 
 
 
 
 
52.58

 
131,450

President and Chief
 
3/4/2016
 
3/4/2016
 
 
 
2,500

 
50.83

 
50.83

 
37,729

Financial Officer
 
3/4/2016
 
6/4/2016
 
 
 
2,500

 
57.11

 
57.11

 
42,083

 
 
3/4/2016
 
9/4/2016
 
 
 
2,500

 
58.88

 
58.88

 
41,885

 
 
3/4/2016
 
12/4/2016
 
 
 
2,500

 
63.44

 
63.44

 
49,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric Fabrikant
 
3/4/2016
 
3/4/2016
 
12,000

 
 
 
 
 
50.83

 
609,960

Co-Chief Operating
 
3/4/2016
 
3/4/2016
 
 
 
5,000

 
50.83

 
50.83

 
75,459

Officer
 
3/4/2016
 
6/4/2016
 
 
 
5,000

 
57.11

 
57.11

 
84,166

 
 
3/4/2016
 
9/4/2016
 
 
 
5,000

 
58.88

 
58.88

 
83,769

 
 
3/4/2016
 
12/4/2016
 
 
 
5,000

 
63.44

 
63.44

 
98,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Gellert
 
3/4/2016
 
3/4/2016
 
10,000

 
 
 
 
 
50.83

 
508,300

Co-Chief Operating
 
3/4/2016
 
3/4/2016
 
 
 
2,500

 
50.83

 
50.83

 
37,729

Officer
 
3/4/2016
 
6/4/2016
 
 
 
2,500

 
57.11

 
57.11

 
42,083

 
 
3/4/2016
 
9/4/2016
 
 
 
2,500

 
58.88

 
58.88

 
41,885

 
 
3/4/2016
 
12/4/2016
 
 
 
2,500

 
63.44

 
63.44

 
49,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bruce Weins
 
3/4/2016
 
3/4/2016
 
3,500

 
 
 
 
 
50.83

 
177,905

Senior Vice President
 
3/4/2016
 
3/4/2016
 
 
 
1,500

 
50.83

 
50.83

 
22,638

and Chief Accounting
 
3/4/2016
 
6/4/2016
 
 
 
1,500

 
57.11

 
57.11

 
25,250

Officer
 
3/4/2016
 
9/4/2016
 
 
 
1,500

 
58.88

 
58.88

 
25,130

 
 
3/4/2016
 
12/4/2016
 
 
 
1,500

 
63.44

 
63.44

 
29,559

______________________
(1)
The amounts set forth in this column reflect the number of shares of restricted stock granted in 2016. These awards vest in five equal annual installments commencing approximately one year after the date of the award. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company. If cash dividends are paid by the Company, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested.
(2)
Excludes restricted stock granted in 2017 with respect to 2016 compensation as follows: Mr. Fabrikant – 30,000 shares; Mr. Cenac – 10,500 shares; Mr. E. Fabrikant - 14,000 shares;Mr. Gellert – 13,500 shares; and Mr, Weins – 4,000. These awards were made in respect of 2016 performance.

20


(3)
Options granted are exercisable in 20% annual increments beginning on April 5, 2017. The options are priced in four equal installments over a one-year period, with the first such installment being priced on the date of grant at an exercise price equal to the market price on that date and the remaining installments being priced quarterly thereafter at a price equal to the closing market price of Common Stock on the date of the pricing. Options not yet exercisable become immediately exercisable upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.
(4)
Excludes stock options granted on April 5, 2017, with respect to 2016 compensation as follows: Mr. Fabrikant – 20,000 shares; Mr. E. Fabrikant - 20,000 shares; and Mr. Weins – 8,000 shares. One-fourth of such options are exercisable at $64.66 and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of June 4, 2017, September 4, 2017 and December 4, 2017. These awards were made in respect of 2016 performance. Messrs. Cenac and Gellert did not receive a stock option award.
(5)
The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Original Filing.

21


TABLE III
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2016)
The following table sets forth certain information with respect to outstanding equity awards at December 31, 2016, held by the Named Executive Officers.
 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
 
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(1) 
(#)
 
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
 
 
Market
Value of
Shares or
Units that
Have Not
Vested
(2) 
($)
Charles Fabrikant
 
9,666

 

 
 
58.54

 
3/4/2017
 
20,400

(3) 
 
1,454,112

Executive Chairman and
 
9,666

 

 
 
57.70

 
3/4/2017
 
18,400

(4) 
 
1,311,552

Chief Executive Officer
 
9,666

 

 
 
52.61

 
3/4/2017
 
14,400

(5) 
 
1,026,432

 
 
9,666

 

 
 
54.76

 
3/4/2017
 
10,000

(6) 
 
712,800

 
 
9,666

 

 
 
58.15

 
3/4/2018
 
5,600

(7) 
 
399,168

 
 
9,666

 

 
 
53.15

 
3/4/2018
 
 
 
 
 
 
 
9,666

 

 
 
48.65

 
3/4/2018
 
 
 
 
 
 
 
9,666

 

 
 
30.26

 
3/4/2018
 
 
 
 
 
 
 
9,666

 

 
 
28.44

 
3/4/2019
 
 
 
 
 
 
 
9,666

 

 
 
44.96

 
3/4/2019
 
 
 
 
 
 
 
9,666

 

 
 
43.11

 
3/4/2019
 
 
 
 
 
 
 
9,666

 

 
 
42.42

 
3/4/2019
 
 
 
 
 
 
 
9,666

 

 
 
46.19

 
3/4/2020
 
 
 
 
 
 
 
9,666

 

 
 
37.18

 
3/4/2020
 
 
 
 
 
 
 
9,666

 

 
 
47.35

 
3/4/2020
 
 
 
 
 
 
 
9,666

 

 
 
71.62

 
3/4/2020
 
 
 
 
 
 
 
9,666

 

 
 
72.45

 
3/4/2021
 
 
 
 
 
 
 
9,666

 

 
 
71.35

 
3/4/2021
 
 
 
 
 
 
 
9,666

 

 
 
62.01

 
3/4/2021
 
 
 
 
 
 
 
9,666

 

 
 
64.22

 
3/4/2021
 
 
 
 
 
 
 
3,866

 
967

(8) 
 
72.42

 
3/2/2022
 
 
 
 
 
 
 
3,866

 
967

(8) 
 
62.43

 
3/2/2022
 
 
 
 
 
 
 
3,866

 
967

(8) 
 
63.72

 
3/2/2022
 
 
 
 
 
 
 
3,866

 
967

(8) 
 
66.62

 
3/2/2022
 
 
 
 
 
 
 
4,500

 
3,000

(9) 
 
68.17

 
3/4/2023
 
 
 
 
 
 
 
4,500

 
3,000

(9) 
 
77.51

 
3/4/2023
 
 
 
 
 
 
 
4,500

 
3,000

(9) 
 
84.69

 
3/4/2023
 
 
 
 
 
 
 
4,500

 
3,000

(9) 
 
92.10

 
3/4/2023
 
 
 
 
 
 
 
3,000

 
4,500

(10) 
 
89.27

 
3/4/2024
 
 
 
 
 
 
 
3,000

 
4,500

(10) 
 
80.79

 
3/4/2024
 
 
 
 
 
 
 
3,000

 
4,500

(10) 
 
80.23

 
3/4/2024
 
 
 
 
 
 
 
3,000

 
4,500

(10) 
 
72.90

 
3/4/2024
 
 
 
 
 
 
 
1,500

 
6,000

(11) 
 
72.25

 
3/4/2025
 
 
 
 
 
 
 
1,500

 
6,000

(11) 
 
69.73

 
3/4/2025
 
 
 
 
 
 
 
1,500

 
6,000

(11) 
 
62.49

 
3/4/2025
 
 
 
 
 
 
 
1,500

 
6,000

(11) 
 
55.63

 
3/4/2025
 
 
 
 
 

22


 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
 
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(1) 
(#)
 
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
 
 
Market
Value of
Shares or
Units that
Have Not
Vested
(2) 
($)
 
 

 
12,500

(12) 
 
50.83

 
3/4/2026
 
 
 
 
 
 
 

 
12,500

(12) 
 
57.11

 
3/4/2026
 
 
 
 
 
 
 

 
12,500

(12) 
 
58.88

 
3/4/2026
 
 
 
 
 
 
 

 
12,500

(12) 
 
63.44

 
3/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Matthew Cenac
 
194

 

 
 
28.41

 
3/4/2019
 
5,800

(3) 
 
413,424

Executive Vice President and
 
194

 

 
 
44.95

 
3/4/2019
 
400

(13) 
 
28,512

Chief Financial Officer
 
194

 

 
 
43.09

 
3/4/2019
 
5,100

(4) 
 
363,528

 
 
194

 

 
 
42.40

 
3/4/2019
 
400

(14) 
 
28,512

 
 
451

 

 
 
46.18

 
3/4/2020
 
4,100

(5) 
 
292,248

 
 
451

 

 
 
37.16

 
3/4/2020
 
400

(15) 
 
28,512

 
 
451

 

 
 
47.33

 
3/4/2020
 
3,100

(6) 
 
220,968

 
 
1,127

 

 
 
71.62

 
3/4/2020
 
1,900

(7) 
 
135,432

 
 
1,611

 

 
 
72.45

 
3/4/2021
 
 
 
 
 
 
 
1,611

 

 
 
71.35

 
3/4/2021
 
 
 
 
 
 
 
1,611

 

 
 
62.01

 
3/4/2021
 
 
 
 
 
 
 
1,611

 

 
 
64.22

 
3/4/2021
 
 
 
 
 
 
 
1,288

 
323

(8) 
 
72.42

 
3/2/2022
 
 
 
 
 
 
 
1,288

 
323

(8) 
 
62.43

 
3/2/2022
 
 
 
 
 
 
 
1,288

 
323

(8) 
 
63.72

 
3/2/2022
 
 
 
 
 
 
 
1,288

 
323

(8) 
 
66.62

 
3/2/2022
 
 
 
 
 
 
 
900

 
600

(9) 
 
68.17

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
77.51

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
84.69

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
92.10

 
3/4/2023
 
 
 
 
 
 
 
500

 
750

(10) 
 
89.27

 
3/4/2024
 
 
 
 
 
 
 
500

 
750

(10) 
 
80.79

 
3/4/2024
 
 
 
 
 
 
 
500

 
750

(10) 
 
80.23

 
3/4/2024
 
 
 
 
 
 
 
500

 
750

(10) 
 
72.90

 
3/4/2024
 
 
 
 
 
 
 
300

 
1,200

(11) 
 
72.25

 
3/4/2025
 
 
 
 
 
 
 
300

 
1,200

(11) 
 
69.73

 
3/4/2025
 
 
 
 
 
 
 
300

 
1,200

(11) 
 
62.49

 
3/4/2025
 
 
 
 
 
 
 
300

 
1,200

(11) 
 
55.63

 
3/4/2025
 
 
 
 
 
 
 

 
2,500

(12) 
 
50.83

 
3/4/2026
 
 
 
 
 
 
 

 
2,500

(12) 
 
57.11

 
3/4/2026
 
 
 
 
 
 
 

 
2,500

(12) 
 
58.88

 
3/4/2026
 
 
 
 
 
 
 

 
2,500

(12) 
 
63.44

 
3/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric Fabrikant
 
805

 

 
 
58.15

 
3/4/2018
 
6,000

(3) 
 
427,680

Co-Chief Operating Officer
 
805

 

 
 
53.14

 
3/4/2018
 
600

(13) 
 
42,768

 
 
805

 

 
 
48.64

 
3/4/2018
 
5,400

(4) 
 
384,912


23


 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
 
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(1) 
(#)
 
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
 
 
Market
Value of
Shares or
Units that
Have Not
Vested
(2) 
($)
 
 
805

 

 
 
30.24

 
3/4/2018
 
600

(14) 
 
42,768

 
 
805

 

 
 
28.41

 
3/4/2019
 
4,600

(5) 
 
327,888

 
 
805

 

 
 
44.95

 
3/4/2019
 
600

(15) 
 
42,768

 
 
805

 

 
 
43.09

 
3/4/2019
 
3,800

(6) 
 
270,864

 
 
805

 

 
 
42.40

 
3/4/2019
 
2,400

(7) 
 
171,072

 
 
1,127

 

 
 
46.18

 
3/4/2020
 
 
 
 
 
 
 
1,127

 

 
 
37.16

 
3/4/2020
 
 
 
 
 
 
 
1,127

 

 
 
47.33

 
3/4/2020
 
 
 
 
 
 
 
1,127

 

 
 
71.62

 
3/4/2020
 
 
 
 
 
 
 
1,127

 

 
 
72.45

 
3/4/2021
 
 
 
 
 
 
 
1,127

 

 
 
71.35

 
3/4/2021
 
 
 
 
 
 
 
1,127

 

 
 
62.01

 
3/4/2021
 
 
 
 
 
 
 
1,127

 

 
 
64.22

 
3/4/2021
 
 
 
 
 
 
 
1,030

 
258

(8) 
 
72.43

 
3/2/2022
 
 
 
 
 
 
 
1,030

 
258

(8) 
 
62.43

 
3/2/2022
 
 
 
 
 
 
 
1,030

 
258

(8) 
 
63.71

 
3/2/2022
 
 
 
 
 
 
 
1,030

 
258

(8) 
 
66.62

 
3/2/2022
 
 
 
 
 
 
 
900

 
600

(9) 
 
68.17

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
77.51

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
84.69

 
3/4/2023
 
 
 
 
 
 
 
900

 
600

(9) 
 
92.10

 
3/4/2023
 
 
 
 
 
 
 
600

 
900

(10) 
 
89.27

 
3/4/2024
 
 
 
 
 
 
 
600

 
900

(10) 
 
80.79

 
3/4/2024
 
 
 
 
 
 
 
600

 
900

(10) 
 
80.23

 
3/4/2024
 
 
 
 
 
 
 
600

 
900

(10) 
 
72.90

 
3/4/2024
 
 
 
 
 
 
 
500

 
2,000

(11) 
 
72.25

 
3/4/2025
 
 
 
 
 
 
 
500

 
2,000

(11) 
 
69.73