2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
 






Notice of 2012
Annual Meeting
And
Proxy Statement
 
 
 
 
 
 
 
 
 
 
 


 
 

 


 

 

 

 

 

 

 

 

 

 

 

 
[PAGE INTENTIONALLY LEFT BLANK.]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 

 
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
 
April 24, 2012
 
Dear Stockholder:
 
You are cordially invited to attend the 2012 Annual Meeting of Stockholders (the “Meeting”) of SEACOR Holdings Inc. (the “Company”), which will be held at the Four Seasons Hotel St. Louis, located at 999 North Second Street, St. Louis, MO 63102, on Thursday, June 7, 2012, at 9:00 a.m.. All holders of record of the Company’s outstanding common stock at the close of business on April 16, 2012 will be entitled to vote at the Meeting.
 
Directors, officers and other representatives of the Company will be present at the Meeting and they will be pleased to answer any questions you may have.
 
Whether or not you expect to attend the Meeting and regardless of the number of shares of the Company’s common stock you own, you are encouraged to read the enclosed Proxy Statement and Annual Report carefully, and to complete, sign, date and return the enclosed proxy card in the postage-paid, pre-addressed envelope provided for such purpose so that your shares will be represented at the Meeting. The prompt return of proxy cards will ensure the presence of a quorum.
 
We hope that you will be able to attend the Meeting and look forward to seeing you there.
 
 
 
  Sincerely, 
 
 
 
 
 
Charles Fabrikant
Executive Chairman of the Board
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 

 
 
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
 
SEACOR Holdings Inc.
________________________
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
To be Held on June 7, 2012
________________________
 
April 24, 2012
 
To Our Stockholders:
 
The 2012 Annual Meeting of Stockholders (the “Meeting”) of SEACOR Holdings Inc. (the “Company”) will be held on Thursday, June 7, 2012, at 9:00 a.m., at the Four Seasons Hotel St. Louis, located at 999 North Second Street, St. Louis, MO 63102, for the following purposes:
 
1.  
To elect ten directors to serve until the 2013 Annual Meeting of Stockholders;
 
2.  
To approve an increase in the number of shares of the Company’s common stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan;
 
3.  
To approve the compensation paid by the Company to the Named Executive Officers as described in this Proxy Statement;
 
4.  
To ratify the appointment of Ernst & Young LLP as SEACOR’s independent registered public accounting firm for the fiscal year ending December 31, 2012; and
 
5.  
To transact such other business as may properly come before the Meeting and any adjournments thereof.
 
Only holders of record of the Company’s common stock at the close of business on April 16, 2012 will be entitled to notice of and to vote at the Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of Stockholders may be examined.
 
Your vote is very important! Please complete, sign, date and return the enclosed proxy card, whether or not you expect to attend the Meeting, so that your shares of the Company’s common stock may be represented at the Meeting if you are unable to attend and vote in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person.
 
 
 
 
For the Board of Directors,
 
 
 
 
 
Paul L. Robinson
Corporate Secretary
 
 

 

 

 

 
 

 

TABLE OF CONTENTS
 
 Page
 
SOLICITATION OF PROXIES, VOTING AND REVOCATION
 
 
 
General
 
Voting
 
Revocation of Proxies
 
Internet Proxy
 
Solicitation Expenses
 
About SEACOR’s Governance Practices
 
Risk Oversight
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
 
 
 
Board of Directors
 
Director Independence
 
Executive Sessions
 
Communications with the Board or Non-Employee Directors
 
Board Candidate Evaluation
 
Biographical Information
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 
 
 
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
 
 
 
 
Meetings
 
Compensation of Directors
 
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
 
 
 
 
Corporate Governance Guidelines and Codes of Ethics
 
Committees of the Board
 
Nominating and Corporate Governance Committee
 
Audit Committee
 
Compensation Committee
 
COMPENSATION DISCUSSION AND ANALYSIS
 
 
 
 
Scope of Committee’s Authority
 
Compensation Processes and Procedures
 
Business Description and Strategy
 
Skill Requirements and Compensation Objectives
 
Compensation Tables
 
Elements of Compensation
 
Employment Contracts/Termination of Employment/Change of Control Agreements
 
Compensation of the Executive Chairman (the Principal Executive Officer), the Chief Financial Officer
and Named Executive Officers
 
 
TABLE I – SUMMARY COMPENSATION TABLE
 
 
 
 
TABLE II – GRANTS OF PLAN-BASED AWARDS
 
 
 
 
TABLE III – OUTSTANDING EQUITY AWARDS
 
 
 
 
TABLE IV – OPTION EXERCISES AND STOCK VESTED
 
 
 
 
TABLE V – NON-QUALIFIED DEFERRED COMPENSATION
 
 
 
 
TABLE VI – POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR A CHANGE OF CONTROL
 
 
 
 
RELATED PERSON TRANSACTIONS
 
 
 
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 
 
 
 
 
 
 

 
 
 
 
  PROPOSAL NO. 2 –  APPROVAL OF AMENDMENT TO THE AMENDED 2007 SHARE INCENTIVE PLAN
 
 
  PROPOSAL NO. 3ADVISORY VOTE ON EXECUTIVE COMPENSATION
 
 
  PROPOSAL NO. 4RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
OTHER MATTERS
 
 
 
 
Other Actions at the Meeting
 
Limitation on Stockholder Action by Written Consent; Special Meetings of Stockholders; Removal of Directors; Vacancies
 
Stockholder Nomination of Directors
 
Restrictions on Foreign Ownership of Common Stock and Related Matters
 
ANNUAL REPORT
 
 
 
STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING
 
 
 
 
 
APPENDIX A – SEACOR Holdings Inc. Amended 2007 Share Incentive Plan
 

 

 
 

 

SEACOR Holdings Inc.
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316
_________________________

 
 
PROXY STATEMENT

 
_________________________
 
Annual Meeting of Stockholders
To be Held on June 7, 2012
 
SOLICITATION OF PROXIES, VOTING AND REVOCATION
 
General
 
This Proxy Statement and the enclosed proxy card are being furnished to holders of record of common stock, $.01 par value per share (“Common Stock”), of SEACOR Holdings Inc., a Delaware corporation (the “Company” or “SEACOR”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2012 Annual Meeting of Stockholders (the “Meeting”) to be held on Thursday, June 7, 2012, and at any adjournments thereof. This Proxy Statement and the enclosed proxy card are first being mailed to Stockholders on or about May 7, 2012.
 
Voting
The Board has fixed the close of business on April 16, 2012, as the record date (the “Record Date”) for the determination of Stockholders entitled to notice of and to vote at the Meeting. Each Stockholder of record will be entitled to one vote for each share of Common Stock held as of the Record Date on all matters properly to come before the Meeting, and may vote in person or by proxy. Attendance at the Meeting, in person or represented by proxy, by the holders of record of a majority of all shares of Common Stock issued, outstanding, and entitled to vote constitutes a quorum for the Meeting. Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum for the Meeting. A “broker non-vote” occurs when a bank, broker or other holder of record (“broker”) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
 
As of the Record Date, there were 60,000,000 shares of Common Stock authorized, of which 21,120,709 were issued and outstanding. The Company has no other voting securities issued or outstanding.
 
A list of the Company’s Stockholders as of the Record Date will be available for examination by any Stockholder, for purposes germane to the Meeting, during ordinary business hours for the ten-day period prior to the date of the Meeting, at the offices of the Company, 2200 Eller Drive, Fort Lauderdale, Florida 33316.
 
Stockholders are requested to complete, date, sign and promptly return the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. Shares of Common Stock represented by properly executed proxy cards that are received by the Company and not subsequently revoked will be voted at the Meeting in accordance with the instructions contained therein.
 
Election to the Board requires the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote. Only votes for a director or votes withheld are counted in determining whether a plurality has been cast for each director in the election of directors. Abstentions and “broker non-votes,” described below, are not counted for purposes of the election of directors and will not affect the outcome of such election.
 

 
1

 

For matters other than the election of directors, Stockholders may vote in favor of the proposal, against the proposal, or abstain from voting. The affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to vote at the Meeting is required for approval of those matters. Because abstentions are treated as shares of Common Stock present or represented and voting, abstaining has the same effect as a vote against. “Broker non-votes” are counted on routine matters, such as ratification of independent registered public accounting firms, but not counted (or deemed to be present) on other, non-routine matters.
 
On routine matters, brokers have the discretion to vote shares held in “street name” – a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. Generally, “broker non-votes” occur when shares held by a broker for a beneficial owner are not voted with respect to a non-routine matter because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares because of the non-routine nature of the matter. If your shares are held in “street name” by a broker and you wish to vote on the proposal to elect the directors, or to act upon any other non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on the ratification of the appointment of the independent registered public accounting firm and other routine matters.
 
If you sign and return your proxy card but do not specify how your shares of Common Stock are to be voted, they will be voted FOR election as a director of each of management’s nominees named under “Proposal No. 1 – Election of Directors” in this Proxy Statement and listed under Item 1 of the enclosed proxy card; FOR approval to increase the number of shares of Common Stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan described under “Proposal No. 2 – Approval of Amendment to the Amended 2007 Share Incentive Plan” in this Proxy Statement and listed under Item 2 of the enclosed proxy card; FOR approval of the compensation paid by the Company to the Named Executive Officers as described under “Proposal No. 3 – Advisory Vote on Executive Compensation” in this Proxy Statement and listed under Item 3 of the enclosed proxy card; and FOR Proposal No. 4 – “Ratification of Appointment of Independent Registered Public Accounting Firm” in this Proxy Statement and listed under Item 4 of the enclosed proxy card. If other matters are properly presented at the Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for the Stockholder.
 
As a matter of policy, proxy cards, ballots and voting tabulations that identify individual Stockholders are kept confidential by the Company. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the Meeting. The votes of individual Stockholders will not be disclosed except as may be required by applicable law.
 
Revocation of Proxies
 
A Stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Meeting by: (i) providing written notice to the Secretary of the Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card; or (iii) attending the Meeting and voting in person. Attendance at the Meeting will not in itself constitute a revocation of a previously furnished proxy and Stockholders who attend the Meeting in person need not revoke their proxy (if previously furnished) to vote in person.
 
Internet Proxy
 
This Proxy Statement and the Company’s 2011 Annual Report are available on the Internet at www.seacorholdingsinvestors.com.
 
In addition, you may find information on how to obtain directions to attend the Meeting and vote in person by submitting a query via e-mail to Investor_Relations@ckor.com.
 

 
2

 

 
 
Solicitation Expenses
 
The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies from Stockholders by telephone, electronic or facsimile transmission, personal interview or other means.
 
The Company has requested brokers, bankers and other nominees who hold voting stock of the Company to forward proxy solicitation materials to their customers and such nominees will be reimbursed for their reasonable out-of-pocket expenses.
 
About SEACOR’s Governance Practices
 
The Board believes that there is no single best organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its Stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to have Charles Fabrikant, its principal executive officer, serve as Executive Chairman of the Board (the “Executive Chairman”) and Oivind Lorentzen serve as Chief Executive Officer. Additionally, the independent directors decided to elect a director to serve in the role of Lead Independent Director (as described in the Company’s Corporate Governance Guidelines, which are available on the Company’s website). The Lead Independent Director, supported by the chairs of the independent committees of the Board, is responsible for assessing the performance of the Executive Chairman and the Chief Executive Officer and protecting against potential management conflicts. Currently, Andrew R. Morse serves as Lead Independent Director. Mr. Morse is knowledgeable about the Company’s business, having been a member of the Board since June 1998. Mr. Morse also serves as the chair of SEACOR’s Audit Committee, a role that the Board believes complements his role as Lead Independent Director. As Lead Independent Director, Mr. Morse confers with the Executive Chairman and the Chief Executive Officer, convenes and chairs executive sessions of the independent directors, serves as a liaison between the independent directors and the Executive Chairman and the Chief Executive Officer, as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors, and is available in appropriate circumstances to discuss or otherwise communicate about corporate governance matters with the Company’s Stockholders.
 
In addition to the role that the Lead Independent Director has with regard to the Board, the chair of each of the three wholly independent key committees of the Board and each individual director are all responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors.
 
The Board has adopted significant governance processes designed to support the Board’s capacity for objective judgment, including executive sessions of the independent directors at Board meetings, independent evaluation of, and communication with, members of senior management, and rigorous self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company’s website. The Board has also provided mechanisms for Stockholders to communicate in writing with the Lead Independent Director, with the non-management and/or independent directors, and with the full Board on matters of significance. These processes are also outlined on the Company’s website.
 
The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so that they may review and request changes. Directors also have unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics.
 
The Board has in place a succession planning process that includes ongoing consultation with the Executive Chairman and the Chief Executive Officer, and the development of candidates to address future developments and emergency situations.

 
3

 

 

Risk Oversight
 
 
The Company’s results of operations, financial condition and cash flows can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers and employees, all of whom are entrusted to develop a balanced and prudent approach to risk.
 
The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal compliance, business development, changing business conditions, and initiation of new business lines. The Executive Chairman and the Chief Executive Officer, with the assistance of the Chief Financial Officer, Senior Vice Presidents, Business Unit Leaders, the General Counsel and other key executives, are responsible for, among other risk management measures:
 
 
l
 
obtaining appropriate insurance coverage;
   
 
l
 
implementing measures designed to ensure the highest standard of safety for personnel, the environment and property in performing the Company’s operations; and
   
 
l
 
evaluating and identifying risk related to the Company’s capital structure in light of a rigorous assessment of its business activities.
 
The Board routinely reviews and evaluates its risk profile to ensure that the measures implemented by the Company are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Executive Chairman, the Chief Executive Officer and members of the Board both through informal communications, such as email and in-person meetings, and during formal Board meetings. The Board receives quarterly reports from Business Unit Leaders that include a review of risk management issues unique to each Business Unit. Business Unit Leaders also make formal presentations to the Board at least once per year. In addition, the Board meets with a broad group of the Company’s managers at least once a year to permit directors to discuss Company matters in a more informal environment than the typical meeting. Several Board members are intimately familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in a dialogue with the Executive Chairman, the Chief Executive Officer and appropriate Business Unit Leaders regarding such risks.
 
The Audit Committee, together with management, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company’s compliance with internal controls and procedures, and other factors that could interfere with the successful implementation of the Company’s strategic plan. The Audit Committee also reviews the adequacy of the Company’s risk management policies and procedures and meets privately with Company employees and the General Counsel to consider recommendations regarding policies related to risk management. In addition, Business Unit Leaders work closely with the General Counsel to facilitate compliance with foreign and domestic laws and regulations. The General Counsel also reports to the Board on Company programs and initiatives that educate employees on these laws, regulations and any updates thereto, and facilitates the Company’s compliance therewith.
 
The Board believes that management’s procedures, combined with Board and Audit Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and divisional perspective, thereby managing and observing the most substantive risks at each level within the Company.



 
4

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth information regarding beneficial ownership of Common Stock by: (i) all persons (including any “group” as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who were known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock; (ii) each director of the Company; (iii) each Named Executive Officer (as defined herein) of the Company named in the Summary Compensation Table set forth below under “Executive Compensation”; and (iv) all directors and executive officers of the Company as a group (13 persons). Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of the Record Date.
 
Name and Address of Beneficial Owner (1)
 
Amount and Nature
of Beneficial Ownership (2)
 
Percentage of Class
           
 
Charles Fabrikant (3)
 
 
1,207,119
   
 
5.72%
 
Pierre de Demandolx (4)
 
 
38,886
   
 
*
 
Dick Fagerstal (5)
 
 
50,253
   
 
*
 
Richard Fairbanks (6)
 
 
7,500
   
 
*
 
Blaine V. Fogg (7)
 
 
6,250
   
 
*
 
John C. Hadjipateras (8)
 
 
42,500
   
 
*
 
Oivind Lorentzen (9)
 
 
188,250
   
 
*
 
Andrew R. Morse (10)
 
 
52,831
   
 
*
 
R. Christopher Regan (11)
 
 
26,095
   
 
*
 
Paul Robinson (12)
 
 
22,759
   
 
*
 
Richard Ryan (13)
 
 
26,274
   
 
*
 
Steven Webster (14)
 
 
41,587
   
 
*
 
Steven J. Wisch (15)
 
 
21,875
   
 
*
           
 
Baron Capital Group, Inc. (16)
 
 
1,218,067
   
 
5.77%
 
767 Fifth Avenue, 49th Floor
         
 
New York, NY 10153
         
           
 
BlackRock, Inc. (17)
 
 
1,602,163
   
 
7.59%
40 East 52nd Street
         
New York, NY 10022
         
           
 
Dimensional Fund Advisors LP (18)
 
 
1,090,838
   
 
5.16%
Palisades West, Building One
         
6300 Bee Cave Road
         
Austin, TX 78746
         
           
 
The Vanguard Group, Inc. (19)
 
 
1,157,910
   
 
5.48%
100 Vanguard Blvd.
         
Malvern, PA 19355
         
           
 
Wellington Management Company, LLP (20)
 
 
1,783,719
   
 
8.45%
280 Congress Street
         
Boston, MA 02110
         
           
 
All director nominees and executive officers as a group
(13 persons)                                                                           
 
 
1,732,179
   
 
8.20%

 
5

 

___________________________

*
Less than 1.0%.
 
(1)
Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.
 
(2)
The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days after the date of this Proxy Statement.
 
(3)
Includes 502,536 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, and control of, (i) Fabrikant International Corporation (“FIC”), of which he is President, the record owner of 372,727 shares of Common Stock, (ii) the E Trust, of which he is trustee, the record owner of 3,789 shares of Common Stock, (iii) the H Trust, of which he is trustee, the record owner of 3,789 shares of Common Stock, (iv) VSS Holding Corporation (“VSS Holdings”), of which he is President and sole Stockholder, the record owner of 103,236 shares of Common Stock, and (v) 18,995 shares of Common Stock owned by his mother’s estate over which he is a trustee and has discretion. Also includes 104,200 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 210,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(4)
Includes 30,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(5)
Includes 11,920 shares of restricted stock over which Mr. Fagerstal exercises sole voting power and 9,400 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(6)
Includes 6,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(7)
Includes 4,500 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(8)
Includes 2,000 shares of Common Stock that Mr. Hadjipateras may be deemed to own through a trust held for his children of which he is the trustee and 30,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(9)
Includes 58,000 shares of restricted stock over which Mr. Lorentzen exercises sole voting power, 32,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and 33,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(10)
Includes 27,000 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.
 
(11)
Includes 5,095 shares of Common Stock that Mr. Regan may be deemed to own through various trusts held for his children and 18,000 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.
 
(12)
Includes 12,880 shares of restricted stock over which Mr. Robinson exercises sole voting power and 5,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(13)
Includes 12,280 shares of restricted stock over which Mr. Ryan exercises sole voting power and 3,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.
 
(14)
Includes 18,000 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.
 

 
6

 


 
(15)
Includes 21,000 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.
 
(16)
According to a Schedule 13G amendment filed jointly on February 14, 2012, by Baron Capital Group, Inc. (“BCG”), BAMCO, Inc. (“BAMCO”), Baron Capital Management, Inc. (“BCM”) and Ronald Baron (“Mr. Baron”), the filers are collectively the beneficial owners of more than 5% of the outstanding Common Stock. BCG and Mr. Baron have shared voting power with respect to 1,106,817 shares of Common Stock and shared dispositive power with respect to 1,218,067 shares of Common Stock. BAMCO has shared voting power with respect to 1,050,200 shares of Common Stock and shared dispositive power with respect to 1,160,200 shares of Common Stock. BCM has shared voting power with respect to 56,617 shares of Common Stock and shared dispositive power with respect to 57,867 shares of Common Stock. BAMCO and BCM serve as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,218,067 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
 
(17)
According to a Schedule 13G amendment filed on February 10, 2012, by BlackRock Inc. (“BlackRock”), BlackRock has sole dispositive power and sole voting power with respect to 1,602,163 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,602,163 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
 
(18)
According to a Schedule 13G filed on February 14, 2012, by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,056,714 shares of Common Stock and sole dispositive power with respect to 1,090,838 shares of Common Stock. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock owned by the Funds and may be deemed to be the beneficial owner of the shares of Common Stock.   However, all of the Common Stock is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. Various funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. No one such Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
 
(19)
According to a Schedule 13G filed on February 10, 2012, by The Vanguard Group, Inc. (“Vanguard”), Vanguard has sole voting power with respect to 15,175 shares of Common Stock, sole dispositive power with respect to 1,142,735 shares of Common Stock and shared dispositive power with respect to 15,175 shares of Common Stock. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 15,175 shares of the Common Stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard may be deemed to beneficially own 1,157,910 shares of Common Stock.
 
(20)
According to a Schedule 13G amendment filed on February 14, 2012, by Wellington Management Company, LLP (“Wellington”), Wellington has shared voting power with respect to 734,356 shares of Common Stock and shared dispositive power with respect to 1,783,719 shares of Common Stock. Wellington serves as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,783,719 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
 

 
7

 

PROPOSAL NO. 1
 
ELECTION OF DIRECTORS
 
Board of Directors
 
Pursuant to applicable Delaware law (the jurisdiction of incorporation of the Company), the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the Company’s Fourth Amended and Restated By-Laws (the “By-Laws”), the business and affairs of the Company are managed by or under the direction of the Board. Generally, the Board oversees the management of the Company’s business operations, determines the corporate policies and appoints the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and other executive officers of the Company.
 
Pursuant to the By-Laws, the number of directors constituting the Board shall be no fewer than five nor more than twelve, as may be fixed from time to time by resolution of a majority of the entire Board. The size of the Board is presently fixed at ten members. The By-Laws provide that directors of the Company are elected annually to serve until the next Annual Meeting of Stockholders or until their earlier resignation or removal. At the Meeting, ten directors are to be elected to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. All of the nominees for director named below are currently directors of the Company. Unless otherwise specified, proxies will be voted FOR the election of each of the nominees named below. The Board does not expect that any of the nominees will be unable to serve as a director. However, if for any reason one or more of the nominees is unable to serve, proxies will be voted for such substitute nominees as the Board may recommend unless otherwise specified in the proxy.
 
Director Independence
 
The Board has adopted standards for determination of director independence in compliance with the Corporate Governance Listing Standards of the New York Stock Exchange (the “NYSE”). A copy of the Company’s Corporate Governance Guidelines is available to holders of the Company’s Common Stock free of charge on the Company’s website at www.seacorholdings.com under the link chain “Investors - Corporate Governance – Governance Documents.” A director is deemed independent if the Nominating and Corporate Governance Committee and the Board find that the director is independent under the NYSE’s governance standards and the additional standards approved by the Board, which go beyond those required by the NYSE. The Board evaluates the facts and circumstances of each director candidate. For a director to be deemed independent, the Board must conclude that a director does not have any relationship that is likely to impair his or her ability to act independently.
 
The Board has affirmatively determined that each member of the Board meets the Company’s independence standards with the exception of Mr. Fabrikant (because he is the current Executive Chairman of the Company) and Mr. Lorentzen (because he is the current Chief Executive Officer of the Company). The independence standards adopted by the Company are published on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance – Governance Documents.”
 
Executive Sessions
 
Directors meet at regularly scheduled executive sessions without any members of management present to discuss issues relating to management performance and any other issue that may involve a potential conflict of interest with management. In February 2011, the Board elected Andrew R. Morse as its Lead Independent Director. Executive sessions are presided over by Mr. Morse as the Lead Independent Director, who is responsible for:
 
 
l
 
chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance of the Executive Chairman and the Chief Executive Officer;
   
 
l
 
acting as chairman for any Board meetings when the Executive Chairman is not present;
   
 
 
 
 
8

 
 
 
 
 
l
 
conferring with the Executive Chairman and the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Executive Chairman and the Chief Executive Officer) and the Executive Chairman and the Chief Executive Officer as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors;
   
 
l
 
acting on behalf of the Company to communicate corporate governance matters to the Company’s Stockholders; and
   
 
l
 
together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.

Communications with the Board or Non-Employee Directors
 
Stockholders or interested parties who wish to communicate with the Board, its Lead Independent Director and/or non-management and independent directors may do so by writing in care of SEACOR’s Corporate Secretary, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to: SEACOR Holdings Inc., Attn: Corporate Secretary, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316 or by e-mail to corporatesecretary@ckor.com. The non-management and independent directors have established procedures for handling communications from Stockholders of the Company and directed the Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the non-management and independent directors. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any non-employee director who wishes to review them.
 
The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. These procedures are published on the Company’s website, at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents.” Such complaints, reports or concerns may be communicated to the Company’s General Counsel or the Chairman of the Audit Committee through a toll-free hotline at 1-866-384-4277 or through an internet based reporting tool provided by EthicsPoint (www.ethicspoint.com), each available on an anonymous and confidential basis. Complaints received are logged by the General Counsel, communicated to the Chairman of the Audit Committee and investigated, under the supervision of the Audit Committee, by the General Counsel. In accordance with Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), these procedures prohibit the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.
 
Board Candidate Evaluation
 
The process by which Board candidates are identified and assessed begins with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is asked to identify, screen and review individuals qualified to serve as directors and ultimately recommend to the Board candidates for election at the Company’s Annual Meeting of Stockholders. After completing its evaluation, the Nominating and Corporate Governance Committee presents its recommendation to the Board for consideration and approval. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board (including current directors being considered for re-election), and the Board in its consideration of such candidates, consider 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:
 

 
9

 


 
 
l
 
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;
   
 
l
 
proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;
   
 
l
 
prior or current association with institutions noted for their excellence;
   
 
l
 
complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
   
 
l
 
an understanding of the Company’s businesses and the environment in which the Company operates; and
   
 
l
 
diversity as to business experiences, educational and professional backgrounds and ethnicity.

Having evaluated the Board candidates pursuant to these processes and criteria, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.
 
The Company will report any material change to this procedure in an appropriate filing with the Securities and Exchange Commission (the “SEC”) and will make any such changes available promptly on the Investor Relations section of the Company’s website at www.seacorholdings.com.
 
Biographical Information
 
Set forth below is certain biographical information with respect to each nominee for election as director:
 
Name
 
Age
 
Position
 
Director Since
Charles Fabrikant                                        
 
 
67
 
 
Executive Chairman
 
 
December 1989
 
Pierre de Demandolx (2)
 
 
71
 
 
Director
 
 
April 1994
 
Richard Fairbanks (2)(3)
 
 
71
 
 
Director
 
 
April 1993
 
Blaine V. Fogg (1)(2)                                        
 
 
72
 
 
Director
 
 
September 2010
 
John C. Hadjipateras (1)(2)
 
 
61
 
 
Director
 
 
July 2000
 
Oivind Lorentzen                                        
 
 
61
 
 
Director and Chief Executive Officer
 
 
August 2001
 
Andrew R. Morse (2)(3)                                        
 
 
66
 
 
Lead Independent Director
 
 
June 1998
 
R. Christopher Regan (1)
 
 
57
 
 
Director
 
 
September 2005
 
Steven Webster (2)                                        
 
 
60
 
 
Director
 
 
September 2005
 
Steven J. Wisch (2)(3)                                        
 
 
50
 
 
Director
 
 
August 2003
 

________________________
 
(1)
Member of the Compensation Committee.
 
(2)
Member of the Nominating and Corporate Governance Committee.
 
(3)
Member of the Audit Committee.
 

 
10

 

Charles Fabrikant is Executive Chairman and has been a director of the Company and several of its subsidiaries since its inception in 1989. Effective September 2010, Mr. Fabrikant resigned as President and Chief Executive Officer of the Company and was designated Executive Chairman. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University. Mr. Fabrikant is a director of Diamond Offshore Drilling, Inc., a contract oil and gas driller. He is also President of Fabrikant International Corporation (“FIC”), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of the Company.
 
With over thirty years experience in the maritime, transportation, investment and environmental industries and his position as the founder of the Company, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as a director.
 
Pierre de Demandolx has been a general partner of DPH Conseils, a Paris based shipping and energy consulting company, since October 2003 and a director of Crude Carriers Corp., an international transportation company focused on the crude tanker industry, since March 2010. 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.
 
Mr. de Demandolx’s extensive experience in the shipping, aviation and energy industries adds great value to the Board as his experience is directly related to the Company’s lines of business.
 
Richard Fairbanks has been a Counselor at the Center for Strategic and International Studies, a Washington, D.C. based research organization, since April 2000. He served as Managing Director for Domestic and International Issues from 1994 until April 1999, and President and Chief Executive Officer from May 1999 to April 2000. Mr. Fairbanks was the Managing Partner of the Washington, D.C. office of Paul, Hastings, Janofsky & Walker LLP, a law partnership, from 1985 to 1992, when he became Senior Counsel, a position he held until 1994. Mr. Fairbanks served as a director of Hercules Inc. between 1995 and 2000 and between 1998 and 2005 he served as a director of SPACEHAB, Inc. Mr. Fairbanks served as a director of GATX Corporation, a leader in leasing transportation assets from 1996 to 2011. Mr. Fairbanks is the founder and Chairman of Layalina Productions, a non-profit Arabic language television production company. He formerly served as an Ambassador-at-Large for the United States and was International Chairman of the Pacific Economic Cooperation Council. Mr. Fairbanks is admitted to practice law in the District of Columbia and before the United States Supreme Court.
 
Mr. Fairbanks’ leadership experience with companies operating in the rail and marine transportation business, combined with his legal and government background provide the Board with strategic insight in the areas of transportation, government, international policy, and law. His strong background in finance adds a valuable perspective to the Audit Committee of which he is a member.
 
Blaine V. (“Fin”) Fogg is Of Counsel at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, practicing corporate and securities law. He previously was a partner at the firm from 1972 until 2004. Mr. Fogg has been a Director of Griffon Corporation, a diversified management and holding company, since May 2005, and has been President of The Legal Aid Society of New York since November 2009.
 
Mr. Fogg’s decades of experience as a corporate and securities lawyer concentrating on mergers, acquisitions and other corporate transactions add great value to the Board with respect to the Company’s transactional matters and corporate governance.
 
John C. Hadjipateras is President of Eagle Ocean Transport Inc., a Stamford, Connecticut based marine transportation agency concentrating in vessel sales and purchase, chartering, insurance and finance. He is a Trustee of KIDSCAPE Ltd., a U.K. based charity. From 1972 to 1993, he was Managing Director of Peninsular Maritime Ltd., a ship brokerage firm based in London, England. From 1974 until 1999, Mr. Hadjipateras was a Council member of INTERTANKO, the International Association of Independent Tanker Owners. From 1985 until 1989, he was a Board Member of the Greek Shipping Cooperation Committee.
 

 
11

 


Mr. Hadjipateras’ extensive experience in marine transportation and the offshore marine services industry provides the Board with insight into both the domestic and international markets regarding the sale, purchase, chartering, insurance and finance of maritime vessels, and adds perspective to the Compensation Committee of which he is a member.
 
Oivind Lorentzen was appointed Chief Executive Officer of the Company effective September 2010. 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 also a director of Blue Danube, Inc., an inland marine service provider, and a director of Genessee & Wyoming Inc., an owner and operator of short line and regional freight railroads.
 
Mr. Lorentzen adds a valuable perspective to the Board given his strong background in finance in the maritime industry, having served as the CEO of an investment management and ship-owning company specializing in ship finance.
 
Andrew R. Morse is 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. In addition, Mr. Morse serves on the Board of Directors 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 Vice Chairman for Finance of the American Committee of the Weizmann Institute of Science. 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.
 
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. In addition, 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.
 
R. Christopher Regan 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 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 Committee, of which he is a member.
 
Steven Webster has been a Co-Managing Partner of Avista Capital Partners LP, a private equity investment business he co-founded that focuses on the energy, healthcare and other industries, since 2005. From 2000 through June 2005, Mr. Webster was Chairman of Global Energy Partners, an affiliate of Credit Suisse First Boston’s Alternative Capital Division. From 1988 through 1997, Mr. Webster was Chairman and CEO of Falcon Drilling Company, Inc. (“Falcon Drilling”) an offshore drilling company he founded, and through 1999, served as President and CEO of R&B Falcon Corporation (“R&B Falcon”), the successor to Falcon Drilling formed through its merger with Reading & Bates Corporation. Mr. Webster served as a Vice Chairman of R&B Falcon until 2001 when it merged with Transocean, Inc. Mr. Webster formerly served on the Board of Directors of Crown Resources
 

 
12

 

Corporation, Brigham Exploration Company, Goodrich Petroleum Corporation, Grey Wolf, Inc., Encore Bancshares, Inc., Solitario Exploration & Royalty Corporation and Pinnacle Gas Resource. Mr. Webster currently serves as Chairman of Carrizo Oil & Gas, Inc., a Houston based independent energy company engaged in the exploration, development and production of natural gas and oil, and Basic Energy Services Inc., a company that provides well site services to domestic oil and gas producers. He is also a Trust Manager of Camden Property Trust, a real estate investment trust specializing in multi-family housing, and a director of Hercules Offshore, Inc., an international provider of offshore contract drilling, liftboat and inland barge services, Geokinetics Inc., a global geophysical company providing seismic acquisition, seismic and interpretation services, and various private companies. Mr. Webster served as a director of Seabulk International, Inc. both before and following its merger with the Company in July 2005 until March 2006.
 
Mr. Webster’s extensive experience with private equity and equity-related investments, with an emphasis in the energy sector, provides additional depth to the Board’s analysis of investment opportunities. His board positions in the energy industry and his experience as Chairman and Chief Executive Officer of a public company in the energy sector provide additional experience to the Board in evaluating corporate opportunities.
 
Steven J. Wisch is the Co-Founder and Managing Partner of India Equity Partners, an Indian private equity fund, and a Co-Founder of IREO, an Indian real estate development fund. From November 2003 through 2005, Mr. Wisch was President of Related Investments, a New York based private investment firm. From December 2001 through August 2002, Mr. Wisch was Chief Operating Officer of The 9/11 United Services Group, a New York based not-for-profit organization. In December 2001, Mr. Wisch retired as a Partner and Managing Director of Goldman, Sachs & Co., an international investment bank (“Goldman Sachs”), where he was employed from 1983 through 1985 and again from 1987 through December 2001. Mr. Wisch also serves on the Boards of the U.S.-India Business Council, and Channel Control Merchants, LLC and is a member of the Council on Foreign Relations.
 
Mr. Wisch’s experience with the Company dates back to his time at Goldman Sachs. He introduced Goldman Sachs to SEACOR and Goldman Sachs became an early investor in the Company. He also worked on the Company’s initial public offering. His strong finance background and international and investment banking experience qualify him as a financial expert and bring significant value to the Audit Committee of which he is a member.
 
Voting. Directors will be elected by a plurality of the shares of Common Stock represented in person or by proxy at the Meeting. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card.
 
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR-NOMINEES NAMED ABOVE.
 
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 in this Proxy Statement 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 2011 fiscal year all Section 16(a) filing requirements were satisfied.
 

 
13

 


 
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND
 
COMMITTEES THEREOF
 
Meetings
 
During the year ended December 31, 2011, the Board held six meetings. The Board also took action pursuant to a Unanimous Written Consent on three occasions. Each of the directors attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which they served during their tenure in 2011, except for Steven Webster, who attended 71% (5 of 7) of the aggregate number of Board meetings and meetings of all committees of the Board on which he served during his tenure in 2011. Although the Company does not have a formal policy requiring Board members to attend the Annual Meeting, nine of the ten Board members then serving attended the Company’s 2011 Annual Meeting.
 
Compensation of Directors
 
Directors who are officers 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 2011, directors who were not officers of the Company 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 Amended 2007 Share Incentive Plan, as amended (the “Amended Share Incentive Plan”), is administered by the Board or by a committee designated by the Board, under which each member of the Board who is not an employee of the Company 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 of 125 shares on 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.
 

 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 

 
14

 


 
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
 
The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2011.
 
Name
 
Fees earned or
paid in cash
(4)
   
Stock Awards
(5)
   
Option Awards
(6)
   
Total
 
   
($)
   
($)
   
($)
   
($)
 
Pierre de Demandolx (2)(7)
    76,000       48,025       94,208       218,233  
Richard Fairbanks (2)(3)(8)
    104,000       48,025       94,208       246,233  
Blaine V. Fogg (1)(2)(9)
    92,000       48,025       94,208       234,233  
John C. Hadjipateras (1)(2)(10)
    80,000       48,025       94,208       222,233  
Andrew R. Morse (2)(3)(11)
    106,000       48,025       94,208       248,233  
R. Christopher Regan (1)(12)
    88,000       48,025       94,208       230,233  
Steven Webster (2)(13)
    68,000       48,025       94,208       210,233  
Steven J. Wisch (2)(3)(14)
    102,000       48,025       94,208       244,233  
_________________________

(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. During 2011, Mr. Morse elected to defer $54,000 of compensation in the Company’s Non-Qualified Deferred Compensation Program.
 
(5)
On May 24, 2011, each of the non-employee directors 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 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 13 of the Consolidated Financial Statements in the Company’s 2011 Annual Report to Stockholders.
 
(6)
On May 24, 2011, each of the non-employee directors 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 13 of the Consolidated Financial Statements in the Company’s 2011 Annual Report to Stockholders.
 
(7)
As of December 31, 2011, Mr. de Demandolx had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.
 
(8)
As of December 31, 2011, Mr. Fairbanks had 6,000 outstanding options to purchase Common Stock, of which 3,000 were exercisable.
 
(9)
As of December 31, 2011, Mr. Fogg had 4,500 outstanding options to purchase Common Stock, of which 1,500 were exercisable.
 

 
15

 


(10)
As of December 31, 2011, Mr. Hadjipateras had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.
 
(11)
As of December 31, 2011, Mr. Morse had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.
 
(12)
As of December 31, 2011, Mr. Regan had 18,000 outstanding options to purchase Common Stock, of which 15,000 were exercisable.
 
(13)
As of December 31, 2011, Mr. Webster had 18,000 outstanding options to purchase Common Stock, of which 15,000 were exercisable.
 
(14)
As of December 31, 2011, Mr. Wisch had 21,000 outstanding options to purchase Common Stock, of which 18,000 were exercisable.
 
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: Investor_Relations@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: Investor_Relations@ckor.com.
 
Nominating and Corporate Governance Committee
 
Committee Function. The Nominating and Corporate Governance Committee assists the Board with:
 
 
l
 
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;
   
 
l
 
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;
 
 
 
 
16

 
 
 
 
 
l
 
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;
   
 
l
 
periodically reviewing the size of the Board and recommending any appropriate changes;
   
 
l
 
overseeing the evaluation of the Board and management;
   
 
l
 
recommending changes in director compensation; and
   
 
l
 
various governance responsibilities.

Charter and Meetings. The Nominating and Corporate Governance Committee held one meeting during the last fiscal year. The Board adopted a charter for the Nominating and Corporate Governance Committee on February 11, 2004. 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 listing standards of the NYSE. The members of the Nominating and Corporate Governance Committee at the time of the Meeting are Messrs. de Demandolx, Fairbanks, Fogg, Hadjipateras, Morse, Webster and Wisch.
 
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 in attracting candidates with those qualifications.
 
In identifying new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from Nominating and Corporate Governance Committee 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:
 
 
l
 
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;
   
 
l
 
proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;
   
 
l
 
prior or current association with institutions noted for their excellence;
   
 
l
 
complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
   
 
l
 
an understanding of the Company’s businesses and the environment in which the Company operates; and
   
 
l
 
diversity as to business experiences, educational and professional backgrounds and ethnicity.
 
After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval.
 

 
17

 

The Nominating and Corporate Governance Committee may also, but need not, retain a search firm in order to assist it in these efforts.
 
Having evaluated the Board candidates pursuant to these processes, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the incumbent directors 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 same procedures required under the Company’s By-Laws for nomination of directors by Stockholders and described in this Proxy Statement under the heading “Other Matters–Stockholder Nomination of Directors.” Stockholder nominations that comply with these procedures and that meet the criteria outlined above will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive.
 
Audit Committee
 
Committee Function. The Audit Committee assists the Board in fulfilling its responsibility to oversee:
 
 
l
 
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;
   
 
l
 
the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);
   
 
l
 
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;
   
 
l
 
the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;
   
 
l
 
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
   
 
l
 
the processes for handling complaints relating to accounting, internal accounting controls and auditing matters.

Charter and Meetings. The Audit Committee held 12 meetings during the last fiscal year. The Board adopted a revised charter for the Audit Committee on February 11, 2004, which sets forth the Audit Committee’s responsibilities. 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. Fairbanks, Morse and Wisch. The Board has determined that all members of the Audit Committee are “independent” and “financially literate” under the rules of the NYSE currently applicable to the Company. 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. Additionally, each member of the Audit Committee meets the heightened requirement for independence set forth in the Sarbanes-Oxley Act.
 

 
18

 

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.
 
AUDIT COMMITTEE REPORT
 
In connection with the Company’s consolidated financial statements for the year ended December 31, 2011, the Audit Committee has:
 
 
l
 
reviewed and discussed the audited financial statements with management;
   
 
l
 
discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by Statements on Auditing Standards No. 114 The Auditors Communication with Those Charged with Governance; and
   
 
l
 
received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence.

Based on the review and discussions with the Company’s management and the independent registered public accounting firm, as set forth above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, for filing with the SEC.
 
The foregoing report is respectfully submitted by the Audit Committee.
 
Richard Fairbanks
Andrew R. Morse
Steven J. Wisch
 
The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under those Acts.
 

 
19

 

Compensation Committee
 
Committee Function. The Compensation Committee, among other things:
 
 l
 
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 who receive an annual base salary of more than $300,000;
   
 l
 
evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;
   
 l
 
reviews, approves and makes recommendations with respect to changes in incentive compensation and equity-based plans;
   
 l
 
approves all grants of stock options and restricted stock awards;
   
 l
 
reviews and makes recommendations with respect to director compensation;
   
 l
 
prepares a report to be included in the Company’s annual proxy statement; and
   
 l
 
prepares 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 Executive Chairman, the Chief Executive Officer and the General Counsel, if requested. 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 General Counsel supports the Compensation Committee in its duties and may be delegated certain administrative duties in connection with the Company’s compensation programs. The Compensation Committee has the sole authority to retain compensation consultants to assist in the evaluation of director or executive officer compensation. After having met with several compensation consultants in prior years, the Compensation Committee decided not to engage a consultant. The Compensation Committee receives compensation related information from professional service providers such as Equilar’s research database, a resource for analyzing executive compensation and executive pay trends, and through publicly available compensation-related information.
 
Charter and Meetings. The Compensation Committee met six times in 2011 and acted by Unanimous Written Consent on one occasion. The Board adopted the Compensation Committee charter on February 11, 2004. 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 is “independent” within the meaning of the listing standards of the NYSE.
 
Interlocks and Insider Participation. The members of the Compensation Committee at the time of the Meeting are Messrs. Fogg, Hadjipateras and Regan and 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 2011; (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.
 

 
20

 


COMPENSATION COMMITTEE REPORT
 
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the management of the Company and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
 
 
The foregoing report is respectfully submitted by the Compensation Committee.
 
Blaine V. Fogg
John C. Hadjipateras
R. Christopher Regan

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under those Acts.
 

 
COMPENSATION DISCUSSION AND ANALYSIS
 
Scope of Committee’s Authority
 
The Compensation Committee (the “Committee”) functions pursuant to its charter, which is available to holders of the Company’s securities on the Company’s website at www.seacorholdings.com under the link chain “Investors - Corporate Governance - Governance Documents.” Its mandate is to: (1) review all compensation practices within the Company; (2) establish and approve compensation for the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer, other executive officers, and certain officers or managers of a Business Unit or subsidiary who receive an annual base salary of more than $300,000; (3) evaluate officer and director compensation plans, policies and programs; (4) review and approve benefit plans; (5) produce a report on executive compensation for inclusion in the proxy statement; and (6) approve all grants of stock options and restricted stock awards.
 
Compensation Processes and Procedures
 
The following discussion outlines the processes followed by the Committee, the Board and the Company in setting compensation for the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and other executive officers and employees.
 
In evaluating executive compensation, both the Executive Chairman and the Chief Executive Officer focus 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 Committee meetings typically held in the latter part of each year through March of the following year, the Committee, the Executive Chairman and the Chief Executive Officer meet to review the following factors in setting compensation for senior executives:
 
 
(i)
the Company’s financial results and projections;
 
 
(ii)
the performance of the Company’s executive officers and business units;
 
 
(iii)
the Executive Chairman’s and the Chief Executive Officer’s recommendations; and
 
 
(iv)
conditions in the job market.
 
 

 
 
21

 


In addition to the Committee’s, the Executive Chairman’s and the Chief Executive Officer’s assessment of the contributions and results for the senior executives, the Committee considers the following factors:
 
 
(i)
market comparisons for cash and equity compensation;
 
 
(ii)
the potential for future roles within the Company;
 
 
(iii)
the risk in not retaining an individual;
 
 
(iv)
total compensation levels before and after the recommended compensation amounts;
 
 
(v)
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, retention payments and other benefits; and
 
 
(vi)
the fact that the Company has not entered into employment contracts and does not provide supplemental retirement or severance programs.
 
The Committee also meets in executive session to consider the factors above for senior executives and to utilize these factors in evaluating the Executive Chairman’s and the Chief Executive Officer’s proposed compensation and performance. Additional meetings of the 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.
 
The Committee considers the impact the compensation program has on the Company’s risk management efforts. The 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.
 
In light of the Company’s performance in 2011, the Committee determined to: (i) generally keep salaries at 2011 levels (which generally were not increased from 2008 levels); (ii) decrease long-term equity incentive awards; and (iii) decrease cash bonus awards. The Committee believes that the Company’s compensation practices take into account the efforts required during challenging economic and industry circumstances, the work associated with the Company’s debt offerings, the preparation and work in connection with the potential initial public offering of its aviation division, and the sale of a portion of its environmental business, which serves to facilitate strategic decision making that benefits long-term Stockholder interests and positions the Company to capitalize on operating under the current challenging market conditions.
 
During fiscal year 2011 and the first quarter of 2012, the Committee met on eight occasions.1 Seven of these meetings were held to review executive compensation issues. The Committee also took action pursuant to a Unanimous Written Consent on one occasion.2 The Committee met on December 2, 2011 and February 14, 2012 to develop its recommendation for bonus compensation for 2011 and base compensation for 2012 for senior executives and on March 2, 2012 to finalize all compensation-related decisions.
 
 
 
 
 
 
 
__________________
 
1 The Committee met either in person or by telephone on the following dates: February 16, March 4, March 29, May 24, July 11 and December 2, 2011, and February 14 and March 2, 2012.
 
2 The Committee acted by Unanimous Written Consent on February 24, 2011.
 

 
22

 
 
 
The Company reviewed 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 approval of the Management Incentive Plan (the “MIP”) and by allowing certain grants under the Amended Share Incentive Plan to qualify as performance-based compensation. Three of the five Named Executive Officers (as defined below) participated in the MIP for 2011. The 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.
 
The Committee determined to continue its practice of not employing compensation consultants in determining or recommending the amount or form of officer or director compensation. Data required by the Committee is collected by the Company’s Legal, Finance and Human Resources departments and outside data services such as Equilar and reviewed and discussed from time to time at Committee meetings.
 
At the Company’s 2011 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 81% of the votes cast for the “say-on-pay” advisory resolution approving the Company’s executive compensation. The Committee considered the results of the 2011 advisory vote and also considered other factors in evaluating the Company’s executive compensation programs as discussed in this Compensation Discussion and Analysis.
 
Business Description and Strategy
 
The Company establishes compensation policies each year that are tailored to recruit and retain senior executives capable of executing the Company’s business strategy and overseeing its liquid assets and its various operations, which include Offshore Marine Services, Marine Transportation Services, Inland River Services, Aviation Services, Environmental Services, Harbor and Offshore Towing Services, and Commodity Trading and Logistics.
 
The Company’s financial success and growth are dependent on maintaining a relevant asset base for its lines of business, anticipating trends in equipment design and logistics and market movements, maintaining efficient operations spread over many geographic regions, 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, 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. Contributions to and leadership in executing these strategies, and knowledge in overseeing them, are key elements in evaluating the performance of executive officers and key managers.
 
The Company evaluated and set 2011 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 below, the Company utilizes performance targets in setting certain bonus and equity awards in accordance with Section 162(m) of the Internal Revenue Code, the Company believes reasoned judgment, rather than automatic formulas, is the appropriate basis by which to set compensation, and the use of its discretion to alter awards based on performance targets. The Company 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. Consequently, the Company constructs its compensation incentives to reward consistent and durable performance.
 
As discussed below under “Bonus Compensation,” the Company sought and Stockholders approved the MIP at the 2009 Annual Meeting of Stockholders. A principal reason for adopting the MIP is that cash bonuses awarded under the MIP should qualify for the performance-based compensation exception to Section 162(m) of the Internal Revenue Code, allowing the Company to receive a deduction for the amounts paid to the Executive Chairman, the Chief Executive Officer and to each of the three highest-paid executive officers (not including the Chief Financial Officer). Under the MIP, the maximum bonuses payable are based on the achievement of certain performance criteria set forth in the MIP and selected by the Committee at the beginning of each performance period. Under the terms of the MIP, however, the Committee retains the discretion to reduce an award under the MIP if it
 


 
 
23

 
 
 
considers such award inappropriate under the circumstances. For 2011 bonus awards, the Committee used such discretion to significantly reduce the award payable to each executive entitled to receive an award under the MIP. The Committee determined that amounts otherwise payable under the MIP were inappropriate and determined the annual bonuses subjectively weighing the factors related to returns and performance discussed below. The Committee did not pre-establish performance targets for any of these factors or determine in a formulaic way the amount of any such annual bonus. In addition to its emphasis on using reasoned judgment as opposed to formulaic targets in gauging performance, the Company measures the success of its strategies over a period of years, as its primary strategy is to identify and invest in assets and markets that are cyclical. Obtaining good returns often requires investing at a time when a business or asset class is underperforming. In setting compensation of senior management for results that are currently weak, the Company seeks to incentivize management to make prudent decisions that, although not always providing immediate payback, will demonstrate long-term benefits. The Company also measures success by relative results when overall conditions of a cyclical business are poor. Returns in such years depend on decisions taken during cyclical upturns and maintaining discipline in operations. Consequently, compensation decisions are not only reflective of the Company’s current performance, but also take into account results of prior years in determining the success or failure of prior business decisions.
 
In measuring returns and performance of management, the Committee subjectively weighs, among other factors:
 
 
l
 
Stockholder returns on equity on both a before and after-tax basis;
   
 
l
 
operating cash flow for the Company and its business units;
   
 
l
 
returns on operating assets;
   
 
l
 
cash generated relative to cost of replacement;
   
 
l
 
quality of the asset base;
   
 
l
 
results of trading assets;
   
 
l
 
tax strategies and cash retention;
   
 
l
 
financing activity;
   
 
l
 
degree of risk inherent in the balance sheet; and
   
 
l
 
effective use of finance strategies.

The Committee does not pre-establish performance targets for any of the above-mentioned factors or assign a weighting to any of the various factors.
 
For 2011, the 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 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 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 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.
 

 
24

 

The Committee’s compensation philosophy has been 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 Committee believes it is in the Company’s and the Board’s 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.
 
The Committee also reviews reports on executive compensation trends issued by respected publications, and it compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. The companies with obviously similar lines of operating business considered in connection with the Committee’s compensation analysis include: GulfMark Offshore Inc., Hornbeck Offshore Services, Inc., Tidewater Inc., Nabors Industries Ltd., Transocean Ltd., Diamond Offshore Drilling, Inc. and Trico Marine Services Inc. The 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.
 
Skill Requirements and Compensation Objectives
 
The Company believes its senior executives have abilities similar to those required by premier law firms, investment banks, financial institutions, brokers of equipment, in particular ships and offshore equipment, and private equity investment firms. The Executive Chairman, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, senior support personnel, internal legal counsel, and those mandated to maintain financial controls are professionals in accounting, business or law. 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 five years. Using five-year vesting for both restricted stock and stock option awards 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.
 
Compensation Tables
 
Table I sets forth compensation for the Executive Chairman (who is the principal executive officer), the Chief Financial Officer and the next three highest paid executive officers (which includes the Chief Executive Officer, General Counsel and Senior Vice President Corporate Development and Finance) as defined under the Exchange Act (the “Named Executive Officers”) for the years ended December 31, 2011, 2010 and 2009. Table II sets forth all restricted stock and option awards to such Named Executive Officers in 2011 and indicates the price at which options were granted during 2011. Table III sets forth all unvested restricted stock awards and all outstanding option awards at December 31, 2011, 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 2011. Table V sets forth non-qualified deferred compensation plan activity during 2011 for such Named Executive Officers. Table VI sets forth payments that would be made under certain plans or arrangements in the event of a termination of employment or a change in control of the Company.
 

 
25

 

Elements of Compensation
 
Base Compensation
 
Base pay levels reflect experience and skill required for executing the Company’s business strategy and overseeing its businesses and operations. The Committee places an emphasis on the compensation for the Executive Chairman and the Chief Executive Officer to assure it reflects operating performance. Together with Mr. Fabrikant and Mr. Lorentzen, the Committee also reviews the compensation of other named executives and senior officers to achieve the right balance of incentives to appropriately reward and retain the Company’s best executives and maximize their performance over the long-term.
 
Base compensation is established at levels designed to be consistent with professional and market norms based on relevant experience. An increase in base pay is awarded to reflect increased responsibility, success in meeting market conditions, growth in job performance, and cost of living changes. As explained above, the Executive Chairman and the Chief Executive Officer assess senior employees on their progress in meeting goals in relation to how well their peers and the entire Company performs.
 
The Committee considers the following factors in setting base compensation:
 
 
(i)
the Company’s results and projections for the current fiscal year;
 
 
(ii)
conditions in the job market;
 
 
(iii)
job performance;
 
 
(iv)
industry conditions and market compensation levels, generally;
 
 
(v)
potential for future growth roles within the Company; and
 
 
(vi)
the risk in not retaining an individual.
 
Base compensation levels for senior managers are also set in recognition of the fact that the Company has no:
 
 
(i)
formal retirement program or severance plans;
 
 
(ii)
supplemental employee retirement program;
 
 
(iii)
employment agreements or pre-committed bonuses;
 
 
(iv)
gross-up provisions; or
 
 
(v)
non-ordinary course benefit plans.
 
The Company does not pay for club dues or memberships and does not maintain any dwellings for any senior manager.
 
Bonus Compensation
 
Bonus awards are discretionary. Management and the Committee believe that determining bonuses on a case-by-case basis for each individual is the best approach for the Company.
 
The Company adopted, and Stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria. 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 defined in Section 162(m)
 

 
26

 

of the Internal Revenue Code – currently, “covered employee” is defined as 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. Under the terms of the MIP, notwithstanding the achievement of any performance criteria, the Committee retained and, for 2011, exercised its discretion to reduce all awards under the MIP.
 
With reference to the MIP performance targets, but using no formula, the 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. The Committee, in conjunction with the Executive Chairman and the Chief Executive Officer, also evaluated the performance of senior managers in achieving specific initiatives, such as improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities. 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 cash component of 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 1.6% per annum. This rate is set and approved by the Committee. The objective is to establish a retention system that links executives to the outcome of their decisions over a period of years.
 
Equity Executive Compensation
 
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 Committee to approve annual equity grants at regularly pre-scheduled meetings. These grants are made on dates previously established by the Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.
 
Stock option awards, in any given year, are made for service during the preceding calendar year, but are priced in four equal installments during the immediately following calendar year on dates set by the Committee. The 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 2 and the following three dates are established at three-month intervals. Last year, the Committee approved stock option awards on March 4, and set subsequent quarterly pricing dates on June 3, September 6 and December 5. The option price for each grant is based on the closing price of the Company’s shares on the grant date.
 
The Company awards restricted stock that vests ratably over five years. 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 this factor when determining compensation packages.
 
The Committee annually reviews grant history and dispositions of options and restricted stock to determine if awards serve the purpose of building ownership. In keeping with SEC rules, tables are included to show the grant date fair value, the value realized on the exercise of stock options (based on the difference between the exercise price and the market price of the Company’s Common Stock on the date of exercise) and the value realized on vesting of restricted stock (determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting). Table I herein sets forth by year the value of compensation awarded.
 

 
27

 


Employment Contracts/Termination of Employment/Change of Control Agreements
 
As described above, the Named Executive Officers do not have employment, severance or change-of-control agreements with the Company. Certain plans or arrangements, however, provide for payments to Named Executive Officers upon a termination of employment or a change in control of the Company. The information 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, 2011, 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. 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, 2011.
 
Compensation of the Executive Chairman (the Principal Executive Officer), the Chief Financial Officer and Named Executive Officers
 
Executive Chairman (Principal Executive Officer): Mr. Charles Fabrikant (Age: 67)
 
As described above, the Committee did not use a formula in determining Mr. Fabrikant’s salary, bonus and equity awards for 2011. The Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Fabrikant was not dependent on any one factor or any specific combination of factors. The Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.
 
The Committee, in establishing base and bonus compensation for Mr. Fabrikant, considered as reference points pay and benefit practices in the legal profession, finance and investment businesses, as well as practices of operating businesses similar to those in which the Company has invested. The Committee obtains information regarding these reference points from publicly available filings and survey material, but does not ascribe particular weight to any specific reference point. The Committee also considered Mr. Fabrikant’s role in creating long-term stockholder value, developing and expanding the Company’s global operations, delivering solid financial performance, positioning for future growth, providing strong leadership and the development of a talented management team.
 
The Committee believes Mr. Fabrikant performed well under formidable industry conditions, which included a continued slowdown in activity in the U.S. Gulf of Mexico by the lingering effects of the moratorium on drilling permits. Although the Committee believes Mr. Fabrikant’s development of diverse business lines helped to weather these challenging economic conditions well, the Company’s overall performance was lower compared to previous years. The Committee also considered that, in the midst of these difficult economic conditions, the Company completed several acquisitions in the offshore marine, inland river marine transportation and aviation businesses, made additional investments in its existing ventures, arranged a significant line of credit, and announced that its aviation division, Era Group Inc., intended to undertake an initial public offering.
 

 
28

 

In particular, in determining the fiscal 2011 compensation for Mr. Fabrikant, the Committee considered the financial and non-financial factors described above, as well as the following additional skills:
 
 
(i)
leadership experience and conservative management philosophy, which has proven prescient in light of the current global economic crisis;
 
 
(ii)
professional experience, communication skills and unique combination of business and legal background;
 
 
(iii)
deal-making and transactional skills, particularly his experience with international business transactions;
 
 
(iv)
familiarity with sophisticated capital markets and broad asset classes;
 
 
(v)
experience in developing a wide variety of businesses and related operations, particularly in the shipping, inland, offshore and energy industries; and
 
 
(vi)
ability to lead, teach and train others.
 
In setting Mr. Fabrikant’s bonus for the 2011 fiscal year, the Committee focused on overall results for the Company, which declined on an exaggerated basis year-over-year due to the extraordinary results in 2010 as a result of the Company’s response efforts in the Deep Water Horizon oil spill. In particular, the Committee considered the following performance metrics for fiscal 2011:
 
 l
 
a 19% year-over-year decrease in consolidated revenues to $2,141.9 million;
   
 l
 
an 83% year-over-year decrease in diluted earnings per common share to $1.91.
   
 l
 
a 45% year-over-year increase in total outstanding debt to $1,042.0 million; and
   
 l
 
a 4% year-over-year decrease to cash and near cash assets to $815.8 million.

Thus, the Company decreased consolidated revenues and diluted earnings per common share, increased year-over-year total outstanding debt and maintained a strong cash and near cash asset position. Given the Company’s operating results, the Committee determined to award Mr. Fabrikant a significantly lower bonus and reduced equity awards. 
 
The Committee determined that Mr. Fabrikant’s base salary should remain the same as in the prior year at $700,000. Mr. Fabrikant’s bonus was reduced to $500,000, his stock option grant award was reduced to options to purchase 15,000 shares of Common Stock, and his restricted stock award was reduced to 10,000 shares. The Committee noted Mr. Fabrikant has a history of holding a meaningful percentage of restricted stock once vested, and has generally waited to exercise most of his stock options near their dates of expiration. As a result of his original investment in the Company and such retention of equity awards, Mr. Fabrikant beneficially owns 1,207,119 shares of Common Stock, representing a beneficial ownership stake of over 5% of the Company’s outstanding Common Stock. The Committee believes such holdings demonstrate his commitment to the Company in both his capacity as an executive and as a Stockholder. Although Mr. Fabrikant’s compensation is slightly higher than the other Named Executive Officers, the Committee believes Mr. Fabrikant’s solid results as the Company’s steward and primary architect of its growth and diversification over the past 23 years, his 39 years of experience in shipping and related businesses, his professional skills, visibility in financial circles and familiarity with a wide range of different businesses merit the compensation awarded to him.
 

 
29

 


Chief Financial Officer (Principal Financial Officer): Mr. Richard Ryan (Age: 57)
 
As described previously, the Committee did not use a formula in determining Mr. Ryan’s salary, bonus and equity awards. Instead, the Committee made a subjective determination based upon the factors described below. Each of the factors is considered independently and together as a group, such that the final compensation for Mr. Ryan is not dependent on any one factor or any specific combination of factors. The Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.
 
Mr. Ryan is a certified accountant in the United Kingdom, where he started his career in the UK Atomic Energy Authority. He holds an MBA from the University of East Anglia. Prior to joining the Company, he worked for one of the Company’s Offshore Marine competitors in their accounting departments in the United States, Singapore and the United Kingdom. Mr. Ryan was recruited to the Company in 1996 as International Controller and, prior to his appointment as Chief Financial Officer in September 2005, served as SEACOR Marine International’s Chief Operating Officer.
 
Mr. Ryan, in addition to being responsible for managing all financial personnel and supervising reporting and preparation of financial statements, is responsible for internal controls, overseeing information technology and risk management, 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. In order to handle these responsibilities, the Executive Chairman, the Chief Executive Officer and the Committee believe that familiarity with international transactions, accounting experience and background in operations are important skills.
 
Mr. Ryan played a central role in the execution of the Company’s strategic acquisitions, which included planning, due diligence and oversight, and he had a significant role in the sale of a portion of the Company’s environmental business. Taking into account Mr. Ryan’s skills and experience in handling investor relations, his leadership of the financial group, his efforts in improving financial administration, the overall performance of the Company and the financial and non-financial factors described above, the Committee determined that Mr. Ryan’s base salary should remain the same as in the prior year at $350,000. Mr. Ryan’s bonus was decreased to $320,000, his stock option grant award was decreased to options to purchase 5,000 shares of Common Stock, and his restricted stock award was decreased to 3,500 shares.
 
Chief Executive Officer: Mr. Oivind Lorentzen (Age: 61)
 
As described previously, the Committee did not use a formula in determining Mr. Lorentzen’s salary, bonus and equity awards. The Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Lorentzen was not dependent on any one factor or any specific combination of factors. The Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.
 
Mr. Lorentzen is the Chief Executive Officer and a director of the Company. Mr. Lorentzen, who shares executive responsibilities with Mr. Fabrikant, has vast experience and a deep background in shipping and industrial businesses, particularly in South America. Mr. Lorentzen provided strategic direction with the Company’s debt offerings, joint ventures and acquisitions. The Committee believes Mr. Lorentzen performed well under formidable industry conditions, which included a continued slowdown in activity in the U.S. Gulf of Mexico by the lingering effects of the moratorium on drilling permits. In the midst of these difficult economic conditions, the Committee considered Mr. Lorentzen’s role in the Company’s acquisitions of several entities in the offshore marine, inland river marine transportation and aviation businesses, its additional investments in its existing ventures, the announcement that its aviation division, Era Group Inc., intended to undertake an initial public offering in addition to arranging a significant line of credit.
 

 
30

 

The Committee, in establishing base and bonus compensation for Mr. Lorentzen, considered as reference points pay and benefit practices in the finance and investment businesses, as well as practices of operating businesses similar to those in which the Company has invested. The Committee obtains information regarding these reference points from publicly available filings and survey material, but does not ascribe particular weight to any specific reference point.
 
The Committee believes that the following financial and non-financial factors and skill sets will be used in determining future compensation:
 
 
(i)
leadership experience and conservative management philosophy;
 
 
(ii)
deal-making and transactional skills, particularly his experience with international business transactions;
 
 
(iii)
experience in developing a wide variety of businesses and related operations, particularly in the shipping, inland, offshore and energy industries; and
 
 
(iv)
ability to lead, teach and train others.
 
The Committee determined that Mr. Lorentzen’s base salary should remain the same as in the prior year at $700,000. Mr. Lorentzen’s bonus was $500,000 and his stock option grant award was options to purchase 15,000 shares of Common Stock and his restricted stock award was 10,000 shares.
 
Senior Vice President, General Counsel and Corporate Secretary: Mr. Paul Robinson (Age: 45)
 
As described previously, the Committee did not use a formula in determining Mr. Robinson’s salary, bonus and equity awards. Instead, the Committee made a subjective determination based upon the factors described below. Each of the factors is considered independently and together as a group, such that the final compensation for Mr. Robinson is not dependent on any one factor or any specific combination of factors. The Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.
 
Mr. Robinson joined the Company in October 2007 as Senior Vice President, General Counsel and Corporate Secretary. From 1999 through June 2007, Mr. Robinson held various positions at Comverse Technology, Inc., including Chief Operating Officer, Executive Vice President, General Counsel and Secretary. Mr. Robinson also was a director at Verint Systems Inc. and Ulticom, Inc. Prior to that, Mr. Robinson was an associate attorney at Kramer, Levin, Naftalis & Frankel, LLP, counsel to the United States Senate Committee on Governmental Affairs with respect to its special investigation into illegal and improper campaign fund-raising activities during the 1996 federal election, and an associate attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Robinson received a B.A. in Political Science and was Phi Beta Kappa from State University of New York at Binghamton in 1989 and a J.D., cum laude, from Boston University School of Law in 1992.
 
Mr. Robinson’s base compensation reflects his experience in operating the legal department of an international public company, legal knowledge and experience, and background in operations acquired during his years with other public companies. Mr. Robinson’s bonus for the year ending 2011 reflects the Company’s performance, his management of litigation, which includes numerous matters involving the Company’s response to the Deep Water Horizon oil spill, handling of acquisitions, dispositions, securities filings, financings, and enhancing the Company’s legal flexibility and reducing its costs. In determining Mr. Robinson’s compensation, the Committee considered his leadership of the legal group, the overall performance of the Company and the financial and non-financial factors described above. The Committee also considered Mr. Robinson’s role in the Company’s acquisitions of several entities in the offshore marine, inland river marine transportation and aviation businesses, its additional investments in its existing ventures, the announcement that its aviation division, Era Group Inc., intended to undertake an initial public offering and the arranging of a significant line of credit. The Committee determined that Mr. Robinson’s base salary should remain at $350,000. Mr. Robinson’s bonus was decreased to $400,000, his
 

 
31

 

stock option grant award was decreased to options to purchase 5,000 shares of Common Stock, and his restricted stock award was decreased to 3,500 shares.
 
Senior Vice President Corporate Development and Finance: Dick Fagerstal (Age: 51)
 
As described previously, the Committee did not use a formula in determining Mr. Fagerstal’s salary, bonus and equity awards. Instead, the Committee made a subjective determination based upon the factors described below. Each of the factors is considered independently and together as a group, such that the final compensation for Mr. Fagerstal is not dependent on any one factor or any specific combination of factors. The Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.
 
Mr. Fagerstal has been associated with the Company for over 14 years. He holds an MBA from New York University. His prior experience was that of a commercial banker working with the shipping industry. Mr. Fagerstal served as Chief Financial Officer of Chiles Offshore, Inc., a publicly-traded affiliate of the Company prior to its sale, and also has experience in raising capital in the public markets and banking sector. He is responsible for managing the Company’s cash, overseeing compliance with debt covenants, and maintaining relationships with banks and rating agencies. He also has worked closely with the business units supporting acquisition activities.
 
Mr. Fagerstal’s base compensation reflects his experience in banking and public company administration, knowledge base in shipping and offshore activities, and background in operations acquired during his years with Chiles Offshore, Inc. Mr. Fagerstal’s bonus for the year ending 2011 reflects the Company’s performance, the results of investments made in prior years in which his involvement was integral to the transactions, and his successful renegotiation of various banking arrangements, including enhancing the Company’s flexibility and reducing its costs. In particular, the Committee considered Mr. Fagerstal’s work that resulted in the announcement that Era Group Inc.. intended to undertake an initial public offering and his exceptional leadership in securing Era Group Inc.’s $350 million Senior Secured Revolving Credit Facility. In determining Mr. Fagerstal’s compensation, the Committee considered his contribution to operating performance, the overall performance of the Company and the financial and non-financial factors described above. The Committee determined that Mr. Fagerstal’s base salary should be increased to $350,000. Mr. Fagerstal’s bonus remained the same at $400,000, his stock option grant award was decreased to options to purchase 7,000 shares of Common Stock, and his restricted stock award remained the same at 4,000 shares.
 

 

 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 
 
 
 
 
 
 
 
 
 
 
 
 

 
32

 


 
TABLE I
 
SUMMARY COMPENSATION TABLE (FISCAL YEARS 2011, 2010 AND 2009)
 
The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect to the fiscal years ended December 31, 2011, 2010 and 2009.
 

 
Name and
Principal Position
 
Year
 
Salary
   
Bonus
(1)
   
Stock Awards
(2)
   
Option Awards
(2)
   
All Other Compensation
   
Total
 
       
($)
   
($)
   
($)
   
($)
   
($)
   
($)
 
Charles Fabrikant (3)
                                       
Executive Chairman
 
2011
    700,000       500,000       4,918,500       894,485       40,986       7,053,971  
   
2010
    700,000       4,500,000       3,817,440       814,133       36,597       9,868,170  
   
2009
    700,000       2,800,000       2,266,000       681,743       36,024       6,483,767  
                                                     
Richard Ryan (4)
                                                   
Senior Vice President and
 
2011
    350,000       320,000       491,850       298,162       9,287       1,469,299  
Chief Financial Officer
 
2010
    350,000       400,000       357,258       271,378       10,047       1,388,683  
   
2009
    350,000       270,000       186,945       227,248       10,115       1,044,308  
                                                     
Oivind Lorentzen (5)
                                                   
Chief Executive Officer
 
2011
    700,000       500,000       -       894,485       7,082       2,101,567  
   
2010
    199,231       300,000       5,056,800       -       -       5,556,031  
   
2009
    -       -       -       -       -       -  
                                                     
Paul Robinson (6)
                                                   
Senior Vice President,
 
2011
    350,000       400,000       491,850       298,162       9,636       1,549,648  
General Counsel and
 
2010
    350,000       500,000       404,349       271,378       9,307       1,535,034  
Secretary
 
2009
    350,000       270,000       169,950       79,537       8,808       878,295  
                                                     
Dick Fagerstal (7)
                                                   
Senior Vice President
 
2011
    335,000       400,000       393,480       357,794       9,277       1,495,551  
Corporate Development
 
2010
    335,000       400,000       318,120       325,653       7,392       1,386,165  
and Finance
 
2009
    335,000       270,000       215,270       227,248       8,808       1,056,326  
                                                     
________________
 
(1)
Sixty percent (60%) of the 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. 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 2011, 2010 and 2009 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 13 of the Consolidated Financial Statements included in the Company’s 2011 Annual Report to Stockholders.
 
(3)
“All Other Compensation” includes $34,951, $30,414 and $28,674 in 2011, 2010 and 2009, respectively, of interest earned on the second and third installments of bonus payments, and $6,035, $6,183 and $7,350 in 2011, 2010 and 2009, respectively, of contributions made by the Company to match pre-tax elective
 

 
33

 

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” includes $3,252, $2,697 and $2,765 in 2011, 2010 and 2009, respectively, of interest earned on the second and third installments of bonus payments, and $6,035, $7,350 and $7,350 in 2011, 2010 and 2009, 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” includes $1,047 in 2011 of interest earned on the second and third installments of bonus payments, and $6,035 in 2011 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” includes $3,601, $2,697 and $2,765 in 2011, 2010 and 2009, respectively, of interest earned on the second and third installments of bonus payments, and $6,035, $6,610 and $6,043 in 2011, 2010 and 2009, 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” includes $3,242, $2,477 and $2,765 in 2011, 2010 and 2009, respectively, of interest earned on the second and third installments of bonus payments, and $6,035, $4,915 and $6,043 in 2011, 2010 and 2009, 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.
 

 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
34

 

 
GRANTS OF PLAN–BASED AWARDS (FISCAL YEAR 2011)
 
The following table sets forth certain information with respect to grants of share plan-based awards during the year ended December 31, 2011 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
 
3/4/2011
 
3/4/2011
    50,000                     98.37       4,918,500  
Executive Chairman
 
3/4/2011
 
3/4/2011
            7,500       98.37       98.37       249,835  
   
3/4/2011
 
6/3/2011
            7,500       96.96       96.96       234,833  
   
3/4/2011
 
9/6/2011
            7,500       84.92       84.92       199,259  
   
3/4/2011
 
12/5/2011
            7,500       87.77       87.77       210,558  
                                                 
                                                 
Richard Ryan
 
3/4/2011
 
3/4/2011
    5,000                       98.37       491,850  
Senior Vice President
 
3/4/2011
 
3/4/2011
            2,500       98.37       98.37       83,278  
and Chief Financial Officer
 
3/4/2011
 
6/3/2011
            2,500       96.96       96.96       78,278  
 
 
3/4/2011
 
9/6/2011
            2,500       84.92       84.92       66,420  
   
3/4/2011
 
12/5/2011
            2,500       87.77       87.77       70,186  
                                                 
                                                 
Oivind Lorentzen
 
3/4/2011
 
3/4/2011
            7,500       98.37       98.37       249,835  
Chief Executive Officer
 
3/4/2011
 
6/3/2011
            7,500       96.96       96.96       234,833  
   
3/4/2011
 
9/6/2011
            7,500       84.92       84.92       199,259  
   
3/4/2011
 
12/5/2011
            7,500       87.77       87.77       210,558  
                                                 
                                                 
Paul Robinson
 
3/4/2011
 
3/4/2011
    5,000                       98.37       491,850  
Senior Vice President,
 
3/4/2011
 
3/4/2011
            2,500       98.37       98.37       83,278  
General Counsel and
 
3/4/2011
 
6/3/2011
            2,500       96.96       96.96       78,278  
Secretary
 
3/4/2011
 
9/6/2011
            2,500       84.92       84.92       66,420  
   
3/4/2011
 
12/5/2011
            2,500       87.77       87.77       70,186  
                                                 
                                                 
Dick Fagerstal
 
3/4/2011
 
3/4/2011
    4,000                       98.37       393,480  
Senior Vice President
 
3/4/2011
 
3/4/2011
            3,000       98.37       98.37       99,934  
Corporate Development
 
3/4/2011
 
6/3/2011
            3,000       96.96       96.96       93,933  
and Finance
 
3/4/2011
 
9/6/2011
            3,000       84.92       84.92       79,704  
   
3/4/2011
 
12/5/2011
            3,000       87.77       87.77       84,223  
 
________________________
 
(1)
The amounts set forth in this column reflect the number of shares of restricted stock granted in March 2011. The Company generally provides restricted stock awards that 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
 

 
35

 

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 on March 2, 2012, with respect to 2011 compensation as follows: Mr. Fabrikant – 10,000 shares; Mr. Ryan – 3,500 shares; Mr. Lorentzen – 10,000 shares; Mr. Fagerstal – 4,000 shares; and Mr. Robinson – 3,500 shares.
 
(3)
Options granted are exercisable in 20% annual increments beginning on March 2, 2012. 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 March 2, 2012, with respect to 2011 compensation as follows: Mr. Fabrikant – 15,000 shares; Mr. Ryan – 5,000 shares; Mr. Lorentzen – 15,000 shares; Mr. Fagerstal – 7,000 shares; and Mr. Robinson – 5,000 shares. One fourth of such options are exercisable at $98.34 and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of three, six and nine months after the grant date.
 
(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 made during 2011, 2010 and 2009 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 13 of the Consolidated Financial Statements in the Company’s 2011 Annual Report to Stockholders.
 

 

 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 
 
 
 
 
 
 
 
 
 

 
36

 

 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2011)
 
The following table sets forth certain information with respect to outstanding equity awards at December 31, 2011, 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
      7,500       -           26.60    
1/14/2013
      44,500   (3)     3,958,720  
Executive Chairman
      7,500       -           19.58    
1/14/2013
      37,000   (4)     3,291,520  
        7,500       -           21.20    
1/14/2013
      27,600   (5)     2,455,296  
        7,500       -           24.11    
1/14/2013
      19,600   (6)     1,743,616  
        7,500       -           28.05    
2/25/2014
      10,000   (7)     889,600  
        7,500       -           25.04    
2/25/2014
                   
        7,500       -           28.34    
2/25/2014
                   
        7,500       -           38.58    
2/25/2014
                   
        7,500       -           50.74    
3/11/2015
                   
        7,500       -           39.78    
3/11/2015
                   
        7,500       -           55.20    
3/11/2015
                   
        7,500       -           51.51    
3/11/2015
                   
        7,500       -           58.20    
3/2/2016
                   
        7,500       -           68.59    
3/2/2016
                   
        7,500       -           72.42    
3/2/2016
                   
        7,500       -           79.45    
3/2/2016
                   
        6,000       1,500   (8)       80.45    
3/4/2017
                   
        6,000       1,500   (8)       79.36    
3/4/2017
                   
        6,000       1,500   (8)       72.80    
3/4/2017
                   
        6,000       1,500   (8)       75.57    
3/4/2017
                   
        4,500       3,000   (9)       79.95    
3/4/2018
                   
        4,500       3,000   (9)       73.50    
3/4/2018
                   
        4,500       3,000   (9)       67.70    
3/4/2018
                   
        4,500       3,000   (9)       44.00    
3/4/2018
                   
        3,000       4,500   (10)       41.65    
3/4/2019
                   
        3,000       4,500   (10)       62.95    
3/4/2019
                   
        3,000       4,500   (10)       60.56    
3/4/2019
                   
        3,000       4,500   (10)       59.67    
3/4/2019
                   
        1,500       6,000   (11)       64.53    
3/4/2020
                   
        1,500       6,000   (11)       52.92    
3/4/2020
                   
        1,500       6,000   (11)       66.02    
3/4/2020
                   
        1,500       6,000   (11)       97.30    
3/4/2020
                   
        -       7,500   (12)       98.37    
3/4/2021
                   
        -       7,500   (12)       96.96    
3/4/2021
                   
        -       7,500   (12)       84.92    
3/4/2021
                   
        -       7,500   (12)       87.77    
3/4/2021
                   
 
 
 
 
37

 
 
 
 
   
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)
 
        (#)     (#)    
($)
 
($)
    (#)  
($)
 
                                                       
Richard Ryan
      -       500   (8)       80.45    
3/4/2017
      3,780   (3)     336,269  
Senior Vice President
      -       500   (8)       79.36    
3/4/2017
      3,280   (4)     291,789  
and Chief Financial
      -       500   (8)       72.80    
3/4/2017
      2,580   (5)     229,517  
Officer
      -       500   (8)       75.57    
3/4/2017
      1,920   (6)     170,803  
        -       1,000   (9)       79.95    
3/4/2018
      1,000   (7)     88,960  
        -       1,000   (9)       73.50    
3/4/2018
                   
        -       1,000   (9)       67.70    
3/4/2018
                   
        -       1,000   (9)       44.00    
3/4/2018
                   
        -       1,500   (10)       41.65    
3/4/2019
                   
        -       1,500   (10)       62.95    
3/4/2019
                   
        -       1,500   (10)       60.56    
3/4/2019