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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒ Definitive Proxy Statement

 

☐ Definitive Additional Materials

 

☐ Soliciting Material Pursuant to §240.14a-12

 

SEACOR Holdings Inc.
(Name of Registrant as Specified In Its Charter)

 


 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

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(2)

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(3)

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(4)

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(5)

Total fee paid:

     

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

     
 

(2)

Form, Schedule or Registration Statement No.:

     
 

(3)

Filing Party:

     
 

(4)

Date Filed:

     

 

 

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

 

Notice of 2018 Annual Meeting
And
Proxy Statement

 

 

 

 

 

 

 

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE
 5, 2018

This proxy statement and the
 2017 Annual Report are available at

www.seacorholdingsinvestors.com.

 

 

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

 

NOTICE OF THE 2018 ANNUAL MEETING
OF STOCKHOLDERS
(THE “ANNUAL MEETING”)

 

You are cordially invited to attend the Annual Meeting of SEACOR Holdings Inc. (the “Company”).

 

When:

Tuesday, June 5, 2018 at 9:00 a.m. Eastern Daylight Time

   

Where:

Exclusively online via a live audio webcast at www.ckh.onlineshareholdermeeting.com. There is no physical location for the 2018 Annual Meeting.

   

Who Can Vote:

Holders of SEACOR Holdings Inc. common stock at the close of business on April 6, 2018 (the “Record Date”).  

   

Date of Mailing or Availability Vote:

Beginning on or about April 30, 2018, this Notice of Annual Meeting and the 2018 Proxy Statement are being mailed or made available, as the case may be, to stockholders of record on the Record Date.  

   

Items of Business:

To elect six (6) directors to serve until the 2019 Annual Meeting of Stockholders;

 

To approve, on a non-binding, advisory basis, named executive officer compensation;

 

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

 

To approve an amendment to the 2009 SEACOR Holdings Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder (the “ESPP Amendment”); and

 

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

   

Proxy Voting:

Your vote is very important.  Whether or not you plan to virtually attend the annual meeting and regardless of the number of shares of the Company’s common stock that you own, you are encouraged to read the enclosed Proxy Statement and Annual Report carefully and we hope you will vote as soon as possible.  You may vote your shares over the Internet at www.ckh.onlineshareholdermeeting.com or via a toll-free telephone number.  If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided.  Stockholders of record and beneficial owners will be able to vote their shares electronically at the virtual Annual Meeting.  Submitting a vote before the Annual Meeting will not preclude you from voting your shares electronically at the virtual meeting should you decide to attend.

   
 

For specific instructions on how to participate in and vote your shares at the virtual meeting, please refer to the section entitled Questions and Answers—Voting Information beginning on page 1 of the proxy statement.

 

 

For the Board of Directors,


William C. Long

Executive Vice President
Chief Legal Officer and Corporate Secretary

April 16, 2018

 

 

Table of Contents

 

TABLE OF CONTENTS

 

Page

 

Information about this Proxy Statement and the Annual Meeting

1

Questions and Answers about Voting Your Shares

1

Costs of Solicitation

4

PROPOSAL NO. 1  Election of Directors

5

Non-Director Executive Officers

8

Security Ownership of Certain Beneficial Owners

8

Security Ownership of Management and Directors

10

The Board of Directors, its Committees and Other Corporate Governance Information

11

Meetings

11

Board Leadership Structure and Lead Independent Director

11

Director Independence

12

Committees of the Board

12

Audit Committee

13

Compensation Committee

14

Nominating and Corporate Governance Committee

15

Board Candidate Evaluation

16

Risk Oversight

17

Corporate Governance Guidelines and Codes of Ethics

18

Executive Sessions and the Lead Independent Director

18

Communications with the Board or Independent Directors

18

Compensation of Directors

20

Compensation Discussion and Analysis

22

Current Executive Compensation “Best Practices”

23

Executive Compensation Philosophy and Objectives

24

Setting Executive Compensation

24

Setting Compensation in Relation to Performance

26

Elements of Compensation

27

Compensation of the Named Executive Officers

28

Compensation Committee Report

34

Compensation Tables

35

Table I  Summary Compensation Table (Fiscal Years 2017, 2016 and 2015)

35

Table II  Grants of Plan–Based Awards (Fiscal Year 2017)

37

Table III  Outstanding Equity Awards at Fiscal Year-End (2017)

39

Table IV Option Exercises and Stock Vested (Fiscal Year 2017)

43

 

 

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Table V  Non-Qualified Deferred Compensation (Fiscal Year 2017)

44

Table VI  Potential Payments Upon Death, Disability, Qualified Retirement, Termination Without Cause or a Change of Control

45

CEO Pay Ratio Disclosure

46

Audit Committee Report

47

Section 16(A) Beneficial Ownership Reporting Compliance

48

Related Party Transactions

48

Related Party Transactions Policy

48

Certain Relationships and Related Transactions

50

PROPOSAL NO. 2  Advisory Vote to Approve Named Executive Compensation

51

PROPOSAL NO. 3  Ratification of Appointment of Independent Registered Public Accounting Firm

52

PROPOSAL NO. 4  Approval of an Amendment to the 2009 Employee Stock Purchase Plan

54

New Plan Benefits

56

Other Matters

57

Other Actions at the Annual Meeting

57

Annual Report

57

Stockholder Nomination of Directors

57

Stockholder Proposals for the 2019 Annual Meeting

58

Important Voting Information

65

 

 

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Information about this Proxy Statement and the Annual Meeting

 

Questions and Answers about Voting Your Shares

 

Why am I receiving these materials?

 

The Board of Directors of SEACOR Holdings Inc. (which we refer to in this proxy statement as we, our, us, our Company or the Company) is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 2018 annual meeting of stockholders (which we refer to as the Annual Meeting) and any adjournments and postponements of the Annual Meeting. The Annual Meeting will be held exclusively virtually, conducted via a live audio webcast on Tuesday, June 5, 2018, at 9:00 a.m. Eastern Daylight Time. On or before April 30, 2018, we expect to begin mailing to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a Notice), containing instructions on how to access our proxy materials, including this proxy statement and our Annual Report, and how to vote your shares.

 

What is the purpose of the Annual Meeting?

 

At the Annual Meeting, you and our other stockholders entitled to vote at the Annual Meeting are requested to vote on proposals to (i) elect six (6) members of our Board of Directors to serve until our 2019 annual meeting of stockholders; (ii) to approve executive compensation by advisory vote; (iii) to ratify the appointment of Grant Thornton LLP as our independent auditor for fiscal year 2018; and (iv) to approve an amendment to the 2009 SEACOR Holdings Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder.

 

Who is entitled to vote at the Annual Meeting?

 

Only holders of record of our common stock at the close of business on April 6, 2018, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held. Shares of our common stock represented virtually or by a properly submitted proxy will be voted at the Annual Meeting. On the record date, 18,166,526 shares of our common stock were outstanding and entitled to vote.

 

Who can attend the Annual Meeting?

 

Only stockholders of record as of the close of business on the Record Date or the holders of their properly submitted valid proxies may attend the Annual Meeting via a virtual meeting at www.ckh.onlineshareholdermeeting.com. A list of our stockholders will be available for review at our executive offices in Fort Lauderdale, FL during ordinary business hours for a period of ten (10) days prior to the meeting.

 

How can I attend the Annual Meeting?

 

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast.

 

If you are a stockholder of record as of the close of business on the Record Date, you will be able to virtually attend the Annual Meeting, vote your shares and submit your questions online during the meeting by visiting www.ckh.onlineshareholdermeeting.com. You will need to enter the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

 

If you are a stockholder holding your shares in “street name” as of the close of business on the Record Date, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder.

 

 
 
 

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The online meeting will begin promptly at 9:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures.

 

If you wish to submit a question for the Annual Meeting, you may do so in advance at www.proxyvote.com, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).

 

Why are you holding a virtual meeting instead of a physical meeting?

 

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and our Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.

 

What constitutes a quorum?

 

The presence at the Annual Meeting virtually or by proxy of the holders of a majority in voting power of the issued and outstanding shares of our common stock entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business.

 

What vote is required to approve each item to be voted on at the Annual Meeting?

 

Election of Directors. A nominee for director will be elected to the Board with a plurality of votes, which means that the six (6) nominees receiving the most “for” votes will be elected. Votes withheld from any nominee will have no effect on the outcome of the election of directors. Votes may not be cast “against” the election of a nominee. 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. Our stockholders do not have cumulative voting rights for the election of directors.

 

Votes Required to Adopt Other Proposals. The affirmative vote of the holders of a majority in voting power of the shares of common stock virtually present or represented by proxy and entitled to vote at the Annual Meeting is required for approval of all other items being submitted to stockholders for consideration.

 

How are abstentions and broker non-votes counted?

 

Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have discretionary authority to vote on a matter) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will not affect the outcome of the election of directors. Abstentions will have the same effect as votes against any matter other than the election of directors. Broker non-votes will not affect the outcome of the election of directors or any other proposal to be voted on at the Annual Meeting.

 

How does the Board recommend that I vote?

 

Our Board of Directors recommends that you vote:

 

 

FOR each of the nominees for director named in this proxy statement;

 

 

FOR approval of named executive officer compensation;

 

 

FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year 2018; and

 

 
 
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FOR the approval of an amendment to the 2009 SEACOR Holdings Employee Stock Purchase Plan (the “2009 ESPP”) to increase the number of shares issuable thereunder (the “ESPP Amendment”).

 

How do I vote?

 

You may vote virtually at the Annual Meeting online at www.ckh.onlineshareholdermeeting.com by using the 16-digit control number included with these proxy materials, or you may give us your proxy. We recommend that you vote by proxy even if you plan to virtually attend the Annual Meeting. As described below, you can revoke your proxy or change your vote at the Annual Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice or proxy card. Stockholders are requested to vote in one of the following ways:

 

 

by telephone by calling the toll-free number 1-800-690-6903 (have your proxy card in hand when you call);

 

 

by Internet before the Annual Meeting at www.proxyvote.com (have your proxy card in hand when you access the website);

 

 

during the Annual Meeting at www.ckh.onlineshareholdermeeting.com; or

 

 

by completing, dating, signing and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. No postage is necessary if the proxy card is mailed in the United States.

 

If you hold your shares through a bank, broker or other nominee, such entity/person will give you separate instructions for voting your shares.

 

Can I change my vote after I return my proxy card?

 

Yes. Even after you have voted electronically through the Internet or by telephone or submitted your proxy card, you may change your vote at any time before the proxy is exercised at the Annual Meeting. You may change your vote by (i) sending written notice of revocation to William C. Long, Corporate Secretary, SEACOR Holdings Inc., 2200 Eller Drive, Fort Lauderdale, FL 33316, (ii) submitting a valid proxy with a subsequent date by Internet, telephone or mail, or (iii) attending the virtual Annual Meeting and voting. Your attendance at the Annual Meeting will not by itself revoke a proxy that you have previously submitted. Shareholders who hold shares through a broker or other intermediary should consult with that party as to the procedures to be used for revoking a vote.

 

How will votes be recorded?

 

Votes will be tabulated by Broadridge, and the results will be certified by one or more Inspectors of Election, who are required to resolve impartially any interpretive questions as to the conduct of the vote. In tabulating votes, the Inspectors of Election will make a record of the number of shares voted for or against each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of shares held of record by broker-dealers and present at the Annual Meeting but not voting.

 

Where can I find the voting results of the Annual Meeting?

 

We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a current report on Form 8-K following the Annual Meeting.

 

 
 
 

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Costs of Solicitation

 

The costs of solicitation of proxies will be paid by the Company. 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. Upon request, AST will reimburse brokers, dealers, banks and trustees or their nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.

 

The Company has retained D.F. King & Co., Inc. to aid in the solicitation of proxies for a fee of $8,500 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact our proxy solicitation agent as follows:

 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

 

Banks and Brokerage Firms, please call (212) 269-5550.
Stockholders, please call (866) 796-7182.

 

 
 
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PROPOSAL NO. 1

Election 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 Fifth 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.

 

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated for election at the 2018 Annual Meeting a slate of six nominees, all of whom are currently serving on the Board. The director nominees are Messrs. Fabrikant, Berz, de Demandolx, Lorentzen, Papouras and Schizer.

 

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 six (6) members. The By-Laws provide that directors of the Company are elected annually to serve until their respective successors are duly elected and qualified at the next Annual Meeting of Stockholders or until their earlier resignation or removal. 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 this Proxy Statement or on the applicable proxy.

 

Biographical Information

 

Biographical information regarding each of the director nominees is set forth below.

 

Name

 

Age

 

Position

 

Director Since

Charles Fabrikant

 

73

 

Executive Chairman and Chief Executive Officer

 

December 1989

David R. Berz(1)(2)(3)

 

69

 

Lead Independent Director

 

February 2014

Pierre de Demandolx(1)(2)(3)

 

77

 

Director

 

April 1994

Oivind Lorentzen

 

67

 

Vice Chairman

 

August 2001

Christopher Papouras

 

51

 

Director

 

March 2018

David M. Schizer(1)(2)(3)

 

49

 

Director

 

November 2014

__________________

(1)

Member of the Compensation Committee

 

(2)

Member of the Nominating and Corporate Governance Committee

 

(3)

Member of the Audit Committee

 

Charles Fabrikant is Executive Chairman and Chief Executive Officer and has been a director of the Company and several of its subsidiaries since the Company’s inception in 1989. Mr. Fabrikant has served as a director and member of the Audit Committee of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company’s former offshore marine services division, SEACOR Marine Holdings Inc. (“SEACOR Marine”), an operator of offshore support vessels. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company’s former aviation division, Era Group Inc. (“Era Group”), an international helicopter operator. He served as the President and Chief Executive Officer of Era Group from October 2011 through April 2012 and as a Director of Dorian LPG Ltd., a liquefied petroleum gas shipping company and leading owner and operator of modern Very Large Gas Carriers (“VLGCs”), from July 2013 through December 2015. Mr. Fabrikant is also a Director of Hawker Pacific Airservices, Limited, an aviation sales product support company and President of Fabrikant International Corporation (“FIC”), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of the Company. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.

 

 
 
 

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With over 30 years of experience in the maritime, transportation, logistics, investment and environmental industries and given his position as the founder and former President and current Chief Executive Officer of the Company, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as a director.

 

David R. Berz has been a director of the Company since February 2014 and the Lead Independent Director since the spin-off of the Company’s wholly-owned subsidiary, SEACOR Marine Holdings Inc., on June 1, 2017 (the “Spin-Off”). From August 1985 through December 2013, Mr. Berz was a partner of Weil, Gotshal & Manges LLP, where he headed the law firm’s environmental practice. Mr. Berz is a nationally acknowledged authority on U.S. and international environmental law. As a litigator, he served as lead counsel in civil and criminal environmental matters involving federal and state water, air and hazardous waste and substance statutes. He regularly counseled multinational corporations and boards of directors in developing environmental compliance and social responsibility programs and serves as environmental counsel to financial institutions. He co-authored the three-volume treatise Environmental Law in Real Estate and Business Transactions and frequently lectures and writes on a broad range of environmental topics. Mr. Berz received the American Bar Association’s 2011 Award for Excellence in Environmental and Resources Stewardship. Mr. Berz serves on the Board of Trustees of the Legal Aid Society of the District of Columbia and on the Board of Governors of the American Jewish Committee. He is a past president of the Dean’s Council of the George Washington University School of Law.

 

Mr. Berz’s extensive knowledge of U.S. and international environmental law has been and will continue to be of invaluable assistance to the Company in assessing and complying with local, state, federal and international water and air quality standards. This experience also provides significant value to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

 

Pierre de Demandolx has been a director of the Company since April 1994. He has been a general partner of DPH Conseils, a Paris-based shipping and energy consulting company since October 2003 and a director and a member of the Audit Committee of Capital Product LP, an international transportation company focused on the crude tanker industry, since November 2011 after its merger with Crude Carriers Corp. He was a director of Crude Carriers Corp. from March 2010 until October 2011. From April 1999 until October 2003, Mr. de Demandolx was the Managing Director of Petroleum Development and Diversification, a London-based consulting agency. From 1995 until September 2001, he was a director of Compagnie Nationale de Navigation (“CNN”), a Paris-based public shipping company owned by Worms et Cie until 1998 and owned by Compagnie Maritime Belge until 2001. Mr. de Demandolx was the Chief Executive Officer of CNN from September 1990 to June 1996. From 1996 until October 1997, Mr. de Demandolx was the Chairman of the Board of Héli-Union, a Paris-based helicopter transportation company.

 

Mr. de Demandolx’s extensive experience in the shipping and energy industries adds great value to the Board as his experience is directly related to the Company’s lines of business. This experience provides significant value to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

 

Oivind Lorentzen is Vice Chairman of the Board and has been a director of the Company since August 2001. Mr. Lorentzen served as Chief Executive Officer of the Company from September 2010 through February 2015. He served as a director of the Company’s former aviation division, Era Group, from February 2013 through October 2014. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., a Stamford, Connecticut based investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil and he served on its Board of Directors until December 2005. Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry from 2000 to 2008. Mr. Lorentzen is Managing Director of Northern Navigation LLC, an investment management company and a Director of Dorian LPG Ltd., a liquefied petroleum gas shipping company and leading owner and operator of modern VLGCs. He is also a director of Blue Danube, Inc., a privately owned corporation engaged as an inland marine service provider, and Lead Director of Genesee & Wyoming Inc., an owner and operator of short line and regional freight railroads.

 

 
 
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Mr. Lorentzen’s strong background in finance in the maritime industry and his having served as the CEO of an investment management and ship-owning company specializing in ship finance, adds a valuable perspective to the Board. As the Company’s former Chief Executive Officer, Mr. Lorentzen also provides valuable insight to the Board and a deep understanding of the Company’s operations.

 

Christopher P. Papouras has been a director of the Company since March 2018. He has been President of Nabors Drilling Solutions, a division of Nabors Industries Ltd. that provides oil and gas drilling services, since 2015, and was President of Canrig Drilling Technology, Ltd. from 1998 to February 2016. In the past he also served as President of Epoch Well Services, Inc., a provider of information technology services to the oil and gas industry, Assistant to the Chairman of Nabors Industries, Inc., a land drilling contractor and subsidiary of Nabors Industries Ltd., and as a member of the board of directors of Reelwell AS, an oilfield service company. Mr. Papouras currently serves on the board of directors of Era Group Inc. He also currently serves on the board of directors of Quantico Energy Solutions LLC, a data analytics company with a focus on the oil and gas industry.

 

Mr. Papouras’s strong background in the oil and gas industry as well as his extensive experience serving as a director on various company boards adds extensive value to the Company’s Board of Directors

 

David M. Schizer has been a director of the Company since November 2014. He is the Chief Executive Officer of the American Jewish Joint Distribution Committee, an international humanitarian organization based in New York and also is Dean Emeritus and the Harvey R. Miller Professor of Law and Economics at Columbia Law School. He served as Dean of Columbia Law School from July 1, 2004 through June 30, 2014. Mr. Schizer served on the Board of Directors of Sapphire Industries, a blank check acquisition company, from December 2007 through December 2010. Mr. Schizer also serves as Co-Director of the Richard P. Richman Center for Business, Law, and Public Policy; Co-Director of the Charles Evans Gerber Transactional Studies Center; Co-Director of the Center for Israeli Legal Studies; Director of the Columbia Law Review; Director of PMN, the parent company of the Philadelphia Inquirer; President and director of America’s Voices in Israel, a nonprofit that brings celebrities to Israel; and Director of the 92nd Street Y. Mr. Schizer is one of the nation’s leading tax law scholars and also is an expert in energy law and corporate governance issues.

 

Mr. Schizer’s experience in complex financial and tax transactions, energy law and corporate governance provides valuable insight in analyzing complex financial and tax initiatives brings significant value to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, of which he is a member.

 

Voting. Directors will be elected by a plurality of the shares of Common Stock represented virtually or by proxy at the Annual 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 unanimously recommends a vote FOR each of the nominees named in this
proxy statement for election to the Board.

 

 
 
 

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Non-Director Executive Officers

 

Executive officers are elected by and serve at the discretion of the Board. Set forth below is biographical information regarding our current executive officers (not including any executive officer who is also a nominee for election as a director).

 

Bruce Weins (age 50) is Senior Vice President and Chief Financial Officer. Mr. Weins served as our Chief Accounting Officer from March 2015 through May 2017 and as Corporate Controller from July 2005 through February 2015. Mr. Weins served as Controller of Seabulk International, Inc. (“Seabulk”) from January 2005 through July 2005 when it merged with the Company. In addition, Mr. Weins is an officer and/or director of certain SEACOR subsidiaries. Prior to joining Seabulk, Mr. Weins was employed by Deloitte & Touche LLP as an Audit Senior Manager from September 1995 through December 2004.

 

Eric Fabrikant (age 37) is Chief Operating Officer of SEACOR with oversight of Ocean Transportation & Logistics Services, Inland Transportation & Logistics Services, Witt O’Brien’s and CLEANCOR Energy Solutions. Mr. Fabrikant served as a Vice President of the Company from May 2009 through February 2015. In addition, Mr. Fabrikant is an officer and/or director of certain SEACOR subsidiaries. Prior to joining SEACOR, he spent five years at Nabors Industries where he held various positions.

 

William C. Long (age 52) is Executive Vice President, Chief Legal Officer and Corporate Secretary. From August 2015 to April 2016, Mr. Long served as Senior Vice President, General Counsel and Secretary at GulfMark Offshore, Inc. Prior to his employment with GulfMark Offshore, Inc., Mr. Long was employed for more than 17 years by Diamond Offshore Drilling, Inc., where he was its General Counsel from June 1998 through June 2014. From October 2006 through June 2014, Mr. Long served as Senior Vice President, General Counsel and Secretary of Diamond Offshore Drilling, Inc. Mr. Long has 20 years of business and legal experience with publicly-traded companies.

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth information regarding beneficial ownership of the Company’s Common Stock by 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 as of April 6, 2018, other than the Company’s executive officers and directors.

 

Name and Address of Beneficial Owner

 

Amount and Nature
of Beneficial
Ownership

 

Percentage of
Class

BlackRock, Inc.(1)
55 East 52nd Street
New York, New York 10055

 

2,238,916

 

12.50%

Dimensional Fund Advisors LP(2)
Building One
6300 Bee Cave Road
Austin, Texas 78746

 

1,497,467

 

8.38%

Royce & Associates, LLC(3)
745 Fifth Avenue
New York, New York 10151

 

1,388,349

 

7.77%

T. Rowe Price Associates, Inc.(4)
100 E. Pratt Street
Baltimore, Maryland 21202

 

2,496,975

 

13.90%

The Vanguard Group(5)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

 

1,500,257

 

8.40%

Wellington Management Group LLP(6)
c/o Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210

 

1,488,025

 

8.33%

 

 
 
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__________________

(1)

According to a Schedule 13G amendment filed with the SEC on February 8, 2018, by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power with respect to 2,196,043 shares of Common Stock and sole dispositive power with respect to 2,238,916 shares of Common Stock as of December 31, 2017. BlackRock serves as a parent holding company and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 2,238,916 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. BlackRock Fund Advisors, a subsidiary of BlackRock, is identified in the Schedule 13G as beneficially owning 5% or more of the Common Stock.

 

(2)

According to a Schedule 13G amendment filed with the SEC on February 9, 2018, by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,447,649 shares of Common Stock and sole dispositive power with respect to 1,497,467 shares of Common Stock as of December 31, 2017. Dimensional is an investment adviser and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may 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 held by the Funds. However, all of the Common Stock reported in the Schedule 13G amendment is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock held in their respective accounts. No one Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

 

(3)

According to a Schedule 13G amendment filed with the SEC on January 23, 2018 by Royce & Associates, LLC (“Royce”), Royce has sole dispositive and sole voting power over 1,388,349 shares of Common Stock as of December 31, 2017. Royce serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,388,349 shares of Common Stock.

 

(4)

According to a Schedule 13G amendment filed with the SEC on February 14, 2018 by T. Rowe Price Associates, Inc. (“Price Associates”), Price Associates has sole voting power with respect to 481,766 shares of Common Stock and sole dispositive power over 2,496,975 shares of Common Stock as of December 31, 2017. These shares are owned by various individual and institutional investors, for which Price Associates serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 2,496,975 shares of Common Stock; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, the Common Stock. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, the Common Stock, is vested in the individual and institutional clients which Price Associates serves as an investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Not more than 5% of the shares of Common Stock is owned by any one client subject to the investment advice of Price Associates. With respect to the Common Stock owned by any one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser (the “T. Rowe Price Funds”), only the custodian for each of such T. Rowe Price Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such T. Rowe Price Fund participate proportionately in any dividends and distributions so paid. According to the above-mentioned Schedule 13G amendment, which Price Associates jointly filed with T.Rowe Price Mid-Cap Value Fund, Inc. (“T. Rowe Mid Cap”), T. Rowe Mid-Cap has sole voting power with respect to 822,397 shares of Common Stock and has no dispositive power over any shares of Common Stock as of December 31, 2017.

 

(5)

According to a Schedule 13G amendment filed with the SEC on February 9, 2018 by The Vanguard Group (“Vanguard”), Vanguard has sole voting power with respect to 17,887 shares of Common Stock, shared voting power with respect to 2,711 shares of Common Stock, sole dispositive power with respect to 1,480,515 shares of Common Stock and shared dispositive power with respect to 19,742 shares of Common Stock as of December 31, 2017. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 17,031 shares of the Common Stock as a result of its serving as an investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 3,567 shares of the Common Stock as a result of its serving as investment manager of Australian investment offerings. Vanguard may be deemed to beneficially own 1,500,257 shares of Common Stock.

 

(6)

According to a Schedule 13G amendment filed with the SEC on February 8, 2018 by Wellington Management Group LLP (“Wellington”), Wellington has shared voting power with respect to 1,030,477 shares of Common Stock and shared dispositive power with respect to 1,488,025 shares of Common Stock as of December 31, 2017. Wellington serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,488,025 shares of Common Stock, which are held of record by clients of Wellington. 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.

 

 
 
 

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Security Ownership of Management and Directors

 

The following table sets forth information regarding beneficial ownership of our Common Stock by: (i) each current director and director nominee of the Company; (ii) each named executive officer of the Company (referred to as a “Named Executive Officer” or “NEO” throughout this Proxy Statement) as noted below in the “Compensation Discussion and Analysis”; and (iii) all current directors and executive officers of the Company as a group. Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of April 6, 2018.

 

Name and Address(1)

 

Amount and

Nature
of Beneficial
Ownership
(2)

 

Percentage

of
Class

Charles Fabrikant(3)

 

1,454,533

 

7.84

%

Bruce Weins(4)

 

20,787

 

*

Eric Fabrikant(5)

 

130,590

 

*

William C. Long(6)

 

13,512

 

*

David Berz(7)

 

20,412

 

*

Pierre de Demandolx(8)

 

39,065

 

*

Oivind Lorentzen(9)

 

245,696

 

1.34

%

Christopher P. Papouras

 

-

 

*

David Schizer(10)

 

16,250

 

*

Matthew Cenac(11)

 

38,923

 

*

John Gellert(12)

 

163,498

 

*

All current directors and executive officers as a group (9 persons)(13)

 

1,940,845

 

10.27

%

__________________

* Less than 10%.

(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 April 6, 2018.

(3)

Includes 583,071 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, control of or relationship with (i) Fabrikant International Corporation (“FIC”), of which he is President, the record owner of 348,529 shares of Common Stock; (ii) VSS Holding Corporation, of which he is President and sole stockholder, the record owner of 85,000 shares of Common Stock; (iii) the Sara J. Fabrikant 2012 GST Exempt Trust, of which he is a trustee, the record owner of 12,000 shares of Common Stock; (iv) Sara Fabrikant, his wife, the record owner of 14,826 shares of Common Stock; (v) the Estate of Elaine Fabrikant, over which he is the executor, the record owner of 18,995 shares of Common Stock; (vi) the Charles Fabrikant 2012 GST Exempt Trust, of which his wife is a trustee, the record holder of 60,000 shares of Common Stock; (vii) the Harlan Saroken 2009 Family Trust, of which his wife is a trustee, the record holder of 800 shares of Common Stock; (viii) the Eric Fabrikant 2009 Family Trust, of which his wife is a trustee, the record owner of 800 shares of Common Stock; and (ix) the Charles Fabrikant 2009 Family Trust, of which he is a trustee, the record owner of 42,121 shares of Common Stock; and includes 30,000 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 393,508 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(4)

Includes 4,500 shares of restricted stock over which Mr. Weins exercises sole voting power and 8,432 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

 

 
 
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(5)

Includes 5,137 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, and control of, EBF Holdings LLC; and includes 18,000 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 73,128 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(6)

Includes 6,000 shares of restricted stock over which Mr. Long exercises sole voting power and 2,511 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(7)

Includes 18,112 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(8)

Includes 21,600 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(9)

Includes 12,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and 197,880 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(10)

Includes 14,625 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 6, 2018.

(11)

Effective June 1, 2017, Mr. Cenac left the Company to become the Chief Financial Officer of SEACOR Marine upon consummation of the “Spin-Off”. The beneficial ownership amount of Mr. Cenac is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Cenac’s beneficial ownership.

(12)

Effective June 1, 2017, Mr. Gellert left the Company to become the Chief Executive Officer of SEACOR Marine upon consummation of the “Spin-Off”. The beneficial ownership amount of Mr. Gellert is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Gellert’s beneficial ownership.

(13)

The number of shares of our Common Stock owned by all current directors and executive officers includes 729,796 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days after April 6, 2018.

 

 

The Board of Directors, its Committees and Other Corporate Governance Information

 

Pursuant to applicable Delaware law, the Certificate of Incorporation and 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.

 

Meetings

 

During the year ended December 31, 2017, the Board held eight meetings. The Board also took action pursuant to Unanimous Written Consent on eight other 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 2017. Although the Company does not have a formal policy requiring Board members to attend the annual meeting of stockholders, all of the Board members then serving attended the Company’s 2017 Annual Meeting.

 

Board Leadership Structure and Lead Independent Director

 

The Board believes that there is no single 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, our principal executive officer, serve as both Executive Chairman and Chief Executive Officer. In addition, the independent directors have elected a Lead Independent Director (as described in the Company’s Corporate Governance Guidelines, which are available on the Company’s website). Currently, David Berz, who was appointed as Lead Independent Director upon Andrew Morse’s departure upon consummation of the Spin-Off, serves as the Lead Independent Director. 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 Chief Executive Officer and protecting against potential management conflicts. The Lead Independent Director and the Executive Chairman are together responsible for setting the Board agenda. Mr. Berz is knowledgeable about the Company’s business, having been a member of the Board since 2014. Mr. Berz also serves as the chair of SEACOR’s Compensation Committee, a role the Board believes complements his role as Lead Independent Director and as a member of each of the Board’s other committees. As Lead Independent Director, Mr. Berz (i) confers with the Executive Chairman and Chief Executive Officer, (ii) convenes and chairs executive sessions of the independent directors, (iii) serves as a liaison between the independent directors and the Chief Executive Officer, as appropriate, including providing the CEO with feedback from executive sessions of the independent directors and (iv) is available in appropriate circumstances to discuss or otherwise communicate about corporate governance matters with the Company’s stockholders.

 

 
 
 

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In addition to the Lead Independent Director, the chair of each of the Board’s three wholly independent key committees (Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee), as well as each individual director, are responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues that 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 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 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 Board has in place a succession planning process that includes ongoing consultation with the Executive Chairman and Chief Executive Officer, and the development of candidates to address future developments and emergency situations.

 

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 Director Independence - Categorical Standards 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 to determine independence. 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 Chief Executive Officer of the Company.

 

Committees of the Board

 

The Company has three standing committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The charter of each such committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: InvestorRelations@ckor.com.

 

 
 
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Audit Committee

 

Committee Function: The Audit Committee assists the Board to fulfill its responsibility to oversee:

 

 

management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;

 

 

the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);

 

 

the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;

 

 

the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;

 

 

risk management and controls, which include assisting management in identifying and monitoring risks, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board); and

 

 

the processes for handling complaints relating to accounting, internal accounting controls and auditing matters.

 

Charter and Meetings. The Audit Committee held ten meetings during the last fiscal year. 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. Berz, de Demandolx and Schizer (Chair). The Board has determined that all members of the Audit Committee are “independent” and “financially literate” under the applicable rules of the NYSE. The Board has further determined that Mr. de Demandolx is an “Audit Committee Financial Expert” within the meaning of the regulations of the SEC and is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the rules promulgated under the Exchange Act. For Mr. de Demandolx’s relevant experience, please refer to his biography on page 6. Additionally, each member of the Audit Committee meets the heightened requirement for independence set forth in the Sarbanes-Oxley Act.

 

The Audit Committee’s role is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee recognizes that Company management, including the internal audit staff, or an 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.

 

 
 
 

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The Audit Committee’s principal responsibilities include: (i) appointing and reviewing the performance of the independent registered public accounting firm; (ii) reviewing and, if appropriate and necessary, pre-approving audit and permissible non-audit services of the independent registered public accounting firm; (iii) reviewing the adequacy of the Company’s internal and disclosure controls and procedures; (iv) reviewing and reassessing the adequacy of the Company’s charter; (v) reviewing with management any significant risk exposures; (vi) reviewing with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements; (vii) reviewing and discussing with management and the independent registered public accounting firm all critical accounting policies and practices used by the Company and any significant changes thereto; (viii) reviewing and discussing with management, the independent registered public accounting firm and the internal auditor any significant findings during the year, including the status of previous audit recommendations; (ix) assisting the Board in monitoring compliance with legal and regulatory requirements; and (x) establishing and maintaining procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

 

Compensation Committee

 

Committee Function. The Compensation Committee, among other things:

 

 

approves, either on its own or in consultation with the Company’s independent directors, the compensation of the Executive Chairman and 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;

 

 

evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;

 

 

reviews, approves and makes recommendations to the Board with respect to changes in incentive compensation and equity-based plans;

 

 

approves all grants of stock options and restricted stock awards;

 

 

reviews and makes recommendations with respect to director compensation;

 

 

prepares a report to be included in the Company’s annual proxy statement; and

 

 

conducts an annual performance self-evaluation.

 

The Chairman of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Chief Executive Officer, if requested by the Compensation Committee. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The Chairman of the Compensation Committee reports the actions of the Compensation Committee regarding compensation of executive officers to the full Board. The Compensation Committee has the sole authority to retain compensation consultants to assist in the evaluation of director or executive officer compensation, has sole authority to determine compensation of such consultants, and is responsible for the oversight of any such consultants. The Compensation Committee determined not to employ a compensation consultant with respect to 2017 compensation decisions. Data required by the Compensation Committee was collected by the Company’s legal and finance departments from outside data services, such as Equilar’s research database, a resource for analyzing executive compensation and executive pay trends, and through publicly available compensation-related information.

 

Charter and Meetings. The Compensation Committee met five times during the last fiscal year and acted by Unanimous Written Consent on six occasions. The Compensation Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Compensation Committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents.”

 

The Compensation Committee consists entirely of “Non-Employee Directors,” as defined by Rule 16b-3 under the Exchange Act, all of whom satisfy the requirements of an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Board has determined that each of the directors serving on the Compensation Committee is “independent” within the meaning of the listing standards of the NYSE and the Board has considered this definition when making the determination.

 

 
 
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Compensation Committee Interlocks and Insider Participation

 

The members of the Compensation Committee until June 1, 2017 were Messrs. Berz (Co-Chair), De Demandolx, Morse and Regan (Co-Chair). Following June 1, 2017, Mr. Messrs. Morse and Regan resigned from the Compensation Committee in connection with the Spin-Off, at which time Mr. Schizer joined the Compensation Committee. The current members of the Compensation Committee are Messrs. Berz, De Demandolx and Schizer (Chair). Each member of the Compensation Committee is an independent director. No individual who was a member of the Compensation Committee during 2017: (i) was an officer or employee of the Company or any of its subsidiaries during 2017; (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.

 

Nominating and Corporate Governance Committee

 

Committee Function: The Nominating and Corporate Governance Committee assists the Board with:

 

 

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s Annual Meeting of Stockholders and to fill Board vacancies;

 

 

recommending modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing Board candidates, including those related to Board candidates submitted for consideration by stockholders;

 

 

reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

 

 

periodically reviewing the size of the Board and recommending any appropriate changes;

 

 

overseeing the evaluation of the Board and management;

 

 

recommending changes in director compensation;

 

 

successor planning; and

 

 

various governance responsibilities.

 

Charter and Meetings. The Nominating and Corporate Governance Committee held two meetings during the last fiscal year. The Nominating and Corporate Governance Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents.”

 

Each Nominating and Corporate Governance committee member has been determined by the Board to be “independent” within the meaning of the NYSE listing standards. The current members of the Nominating and Corporate Governance Committee are Messrs. Berz, de Demandolx and Schizer (Chair).

 

Selection of Board Nominees. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, the Nominating and Corporate Governance Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management to attract candidates with those qualifications.

 

 
 
 

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To identify new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from its members, other members of the Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board, considers each candidate’s personal qualifications (particularly in light of the Company’s various lines of business) and how such personal qualifications effectively address the then perceived current needs of the Board.

 

The Nominating and Corporate Governance Committee has the authority to retain a search firm to assist it in these efforts. After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval.

 

The Nominating and Corporate Governance Committee evaluated the director nominees and recommended that the Board nominate each director nominee named above for re-election.

 

Stockholder Recommendations. The Nominating and Corporate Governance Committee considers director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the procedures required under the Company’s By-Laws for nomination of directors by stockholders and described in this Proxy Statement under the heading “Stockholder Nomination of Directors.” Stockholder nominations that comply with these procedures and meet the criteria outlined above will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive. The Company will report any material change to these procedures 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.

 

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:

 

 

experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

 

 

proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;

 

 

prior or current association with institutions noted for their excellence;

 

 

complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;

 

 

an understanding of the Company’s businesses and the environment in which the Company operates; and

 

 
 
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diversity as to business experiences, educational and professional backgrounds and ethnicity.

 

Risk Oversight

 

The Company’s business, 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, cyber-security and information technology systems and initiation of new business lines. The Chief Executive Officer, with the assistance of the Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, Senior Vice Presidents, Business Unit Leaders, other key executives and external legal counsel, is responsible for, among other risk management measures:

 

 

obtaining appropriate insurance coverage;

 

 

implementing measures designed to ensure the highest standard of safety for personnel, the environment, information technology systems and property in performing the Company’s operations; and

 

 

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 Chief Executive Officer and the other members of the Board both through informal communications, such as e-mail, telephone conference and in-person meetings and during formal Board meetings. The Board receives periodic reports from the Chief Operating Officer and Business Unit Leaders that include a review of risk management issues unique to each Business Unit. The Chief Operating Officer and/or the 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 dialogue with 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 internal legal counsel to consider recommendations regarding policies related to risk management. In addition, the Chief Operating Officer and Business Unit Leaders work closely with internal legal counsel to facilitate compliance with foreign and domestic laws and regulations. The internal legal 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.

 

 
 
 

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Corporate Governance Guidelines and Codes of Ethics

 

SEACOR has adopted a set of Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Supplemental Code of Ethics. A copy of each of these documents is available on the Company’s website at www.seacorholdings.com, under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: InvestorRelations@ckor.com.

 

SEACOR’s Corporate Governance Guidelines address areas such as director responsibilities and qualifications, director compensation, management succession, board committees and annual self-evaluation. SEACOR’s Code of Business Conduct and Ethics is applicable to its directors, officers and employees and its Supplemental Code of Ethics is applicable to SEACOR’s Executive Chairman, Chief Executive Officer and senior financial officers. SEACOR will disclose future amendments to, or waivers from, certain provisions of its Supplemental Code of Ethics on its website within two business days following the date of such amendment or waiver.

 

Executive Sessions and the Lead Independent Director

 

The Company’s independent directors meet at regularly scheduled executive sessions without any members of management present to discuss issues relating to management’s performance and any other issue that may involve a potential conflict of interest with management. Executive sessions are presided over by Mr. Berz as the Lead Independent Director, who is responsible for:

 

 

chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance of the Chief Executive Officer;

 

 

acting as chairman for any Board meetings when the Executive Chairman is not present;

 

 

conferring with the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Chief Executive Officer) and the Chief Executive Officer as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors;

 

 

acting on behalf of the Company to communicate corporate governance matters to the Company’s stockholders; and

 

 

together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.

 

Communications with the Board or Independent Directors

 

Stockholders or interested parties who wish to communicate with the Board, its Executive Chairman or Lead Independent Director and/or non-management and independent directors may do so in writing, 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, Florida 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 have 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.

 

 
 
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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 internal legal 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 internal legal counsel, communicated to the Chairman of the Audit Committee and investigated, under the supervision of the Audit Committee, by internal legal 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.

 

 
 
 

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Compensation of Directors

 

Directors who are also 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 2017, non-employee directors were paid an annual retainer of $52,000 and $2,000 for every regular and special Board and Committee meeting they attend via telephone and $4,000 for every regular and special Board and Committee meeting they attend in person.

 

The Share Incentive Plan is administered by the Board or by a committee designated by the Board, under which each non-employee director is granted options and shares of Common Stock. It is the policy of the Board to award annual equity grants to each non-employee director consisting of 3,000 options to purchase shares of Common Stock and 500 shares of Common Stock at its regularly pre-scheduled annual meetings. The 500 shares of Common Stock granted are delivered in four equal installments beginning with the date of such annual meeting and on the dates that are three (3), six (6) and nine (9) 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.

 

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

 

The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2017.

 

Name

 

Fees earned

or paid in

cash(4)
($)

   

Stock

Awards(5)
($)

   

Option

Awards(6)
($)

   

Total
($)

 

David R. Berz(1)(2)(3)(7)

    94,000       19,659       33,600       147,259  

Pierre de Demandolx(1)(2)(3)(8)

    94,000       19,659       33,600       147,259  

Oivind Lorentzen(9)

    74,000       19,659       33,600       127,259  

David M. Schizer(1)(2)(3)(10)

    102,000       19,659       33,600       155,259  

Andrew R. Morse (1)(2)(3)(11)

    55,667       8,956             64,623  

R. Christopher Regan(1)(3)(12)

    53,667       8,956             62,623  

__________________

(1)

Member of the Compensation Committee.

 

(2)

Member of the Nominating and Corporate Governance Committee.

 

(3)

Member of the Audit Committee.

 

(4)

Non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 for each meeting attended by telephone.

 

(5)

On September 7, 2017, each of the non-employee directors then serving on the Board was granted 500 shares of Common Stock (consistent with the previous year). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 without regard to forfeitures for stock-based compensation. Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K. The shares of Common Stock are delivered in four equal installments beginning with the date of grant and on the dates that are three (3), six (6) and nine (9) months thereafter.

 

 
 
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(6)

On September 7, 2017, each of the non-employee directors then serving on the Board was granted 3,000 options to purchase shares of Common Stock (consistent with the previous year). The dollar amount of option awards set forth in this column is equal to the grant date fair value of such option awards calculated in accordance with FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K. These options are exercisable at any time following the earlier of the first anniversary of, or the next annual meeting after, the date of grant, provided that such non-employee director continues to serve as a director of the Company on that date, subject to earlier acceleration upon death, disability, voluntary retirement or change in control.

 

(7)

As of December 31, 2017, Mr. Berz had 18,112 outstanding options to purchase Common Stock, of which 15,112 were exercisable.

 

(8)

As of December 31, 2017, Mr. de Demandolx had 21,600 outstanding options to purchase Common Stock, of which 18,600 were exercisable.

 

(9)

As of December 31, 2017, Mr. Lorentzen had 207,180 outstanding options to purchase Common Stock, of which 194,880 were exercisable.

 

(10)

As of December 31, 2017, Mr. Schizer had 14,625 outstanding options to purchase Common Stock, of which 11,625 were exercisable.

 

(11)

As of December 31, 2017, Mr. Morse had 42,568 outstanding options to purchase Common Stock, of which 42,568 were exercisable. Mr. Morse resigned from the Board on May 10, 2017. In connection with the Spin-Off, all of Mr. Morse’s outstanding stock options vested as of May 11, 2017, and will remain exercisable for the remainder of the applicable term of the stock option.

 

(12)

As of December 31, 2017, Mr. Regan had 36,576 outstanding options to purchase Common Stock, of which 36,576 were exercisable. Mr. Regan resigned from the Board on May 10, 2017. In connection with the Spin-Off, all of Mr. Regan’s outstanding stock options vested as of May 11, 2017, and will remain exercisable for the remainder of the applicable term of the stock option.

 

 
 
 

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Compensation Discussion and Analysis

 

The Compensation Discussion and Analysis and the tables that follow provide information regarding the fiscal 2017 compensation program for our 2017 Named Executive Officers (referred to as the “Named Executive Officers” or “NEOs” throughout this Proxy) who are listed below:

 

 

Charles Fabrikant, Executive Chairman and Chief Executive Officer (Principal Executive Officer);

 

 

Bruce Weins, Senior Vice President and Chief Financial Officer (Principal Financial Officer);

 

 

Eric Fabrikant, Chief Operating Officer;

 

 

William C. Long, Executive Vice President, Chief Legal Officer and Corporate Secretary;

 

 

Matt Cenac, former Executive Vice President and Chief Financial Officer*; and

 

 

John Gellert, former Co-Chief Operating Officer*.

 

Mr. Cenac and Mr. Gellert stepped down from their roles with the Company on June 1, 2017 in connection with the Spin-Off (as described below).

 

Spin-Off of Seacor Marine

 

On June 1, 2017, the Company completed the previously announced spin-off (the “Spin-Off”) of its wholly-owned subsidiary, SEACOR Marine Holdings Inc. (“SEACOR Marine”), by means of a pro rata dividend to the Company’s stockholders of all of the issued and outstanding common stock of SEACOR Marine. Prior to the Spin-Off, SEACOR Marine operated the Company’s offshore marine services business segment. In connection with the Spin-Off, Messrs. Morse and Regan stepped down from the Company’s Board and joined the board of SEACOR Marine. In addition, Mr. Cenac, then the Company’s Chief Financial Officer, stepped down from his role at the Company to become Chief Financial Officer of SEACOR Marine, and Mr. Gellert stepped down from his role at the Company to become Chief Executive Officer of SEACOR Marine.

 

In connection with the Spin-Off, each holder of a restricted share of the Company’s common stock as of the record date of the Spin-Off received 1.077 shares of SEACOR Marine common stock, but the vesting provisions applicable to the holder’s restricted shares were generally unchanged. Stock options to purchase shares of the Company’s common stock were adjusted in order to retain the intrinsic value of such stock options following the Spin-Off, as described in greater detail later in this Proxy Statement. Such adjustments resulted in a change to both the number of stock options outstanding as well as to the exercise price applicable to such stock options. The vesting provisions applicable to outstanding stock options were generally unchanged. We have noted in this Proxy Statement any treatment that differs from the foregoing treatment of outstanding equity awards.

 

Consideration of Say-On-Pay Vote Results

 

At the Company’s 2017 Annual Meeting of Stockholders, a non-binding, advisory vote was taken with respect to the compensation of the Company’s Named Executive Officers. Stockholders expressed substantial support for the compensation of the Company’s Named Executive Officers, with over 97% of the votes cast in favor of the “say-on-pay” advisory resolution approving the Company’s Named Executive Officer compensation. Additionally, at such meeting, the stockholders voted to conduct say-on-pay advisory votes on an annual basis and the Board has adopted this practice. The Compensation Committee considered the results of the 2017 advisory vote and also considered other factors in evaluating the Company’s executive compensation programs as discussed in this Compensation Discussion and Analysis. Ultimately, the Compensation Committee did not make any changes to its 2017 compensation program solely as a result of the 2017 say-on-pay advisory resolution.

 

 
 
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Current Executive Compensation “Best Practices”

 

For 2017, we employed the following executive compensation best practices:

 

 

Annual Review of Base Salaries.

 

 

Deferred 40% of Annual Bonuses. We continued our practice of deferring payment of 40% of our NEOs’ annual bonuses to subsequent years, with 20% of bonuses earned in respect of 2017 to be paid in the first quarter of 2019 and the remaining 20% to be paid in the first quarter of 2020.

 

 

Five-Year Vesting of Restricted Stock and Four-Year Vesting of Stock Options. Historically, each executive’s long-term incentive grant is delivered as stock options (priced at four designated quarterly dates throughout the year of grant) and as restricted stock, which has a four-year and five-year vesting period, respectively.

 

 

Clawback Policy. The Company has a clawback policy applicable to our NEOs’ executive compensation.

 

 

No Repricing or Replacing Outstanding Stock Options. We have never repriced or replaced any of our outstanding stock options, except for equitable adjustments made in connection with the Spin-Off, as required by the terms of our equity compensation plans.

 

 

No Tax Gross-ups. We have never provided any tax gross-up payments to NEOs and have no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

 

 

No Excessive Severance Payments. We do not provide excessive severance payments in the event of an NEO’s termination of employment.

 

 

No Supplemental Executive Retirement Plans (“SERP”). We do not provide a SERP to our NEOs.

 

 

Double-Trigger Vesting. Awards under our SEACOR Holdings Inc. 2014 Share Incentive Plan (the “Share Incentive Plan”) contain a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a change of control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the Share Incentive Plan and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change of control.

 

 

No Hedging or Pledging By Our NEOs. The Company has adopted prohibitions against hedging and pledging of Company stock.

 

 

No Guaranteed Bonuses. We believe that bonuses should reflect actual Company and individual performance. Therefore, we do not guarantee minimum bonus payments to our NEOs.

 

 

No Employment Contracts with NEOs. We do not maintain any employment contracts with our NEOs.

 

 

No Severance Agreements with NEOs. We do not maintain any pre-committed severance agreements with our NEOs.

 

 
 
 

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No Change-of-Control Agreements with NEOs. We do not maintain any individual change-of-control agreements with our NEOs.

 

Executive Compensation Philosophy and Objectives

 

 

The Company seeks to align the interests of its executive officers and key managers with those of its stockholders by granting stock options and awarding restricted stock under an extended vesting schedule of four years and five years, respectively.

 

 

Using five-year vesting and four-year vesting for restricted stock and stock option awards, respectively, reflects the Company’s expectation that senior executives with influence over the Company’s strategic decisions regard themselves as long-term owners with values consistent with long-term stockholders, which is evident by the significant amount of equity voluntarily held by senior executives long after equity awards have vested.

 

 

In addition, the Company’s payout of bonuses over three years, with 60% distributed in the first year and 20% distributed in each of the following two years, further demonstrates the Company’s philosophy of rewarding longer-term financial and operating performance.

 

Setting Executive Compensation

 

Compensation Philosophy

 

The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements described herein is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s and the Stockholders’ best interest to conduct its own research regarding executive compensation, which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.

 

Oversight of Compensation Programs

 

The Compensation Committee is responsible for overseeing our senior executive compensation programs. See page 14 of this Proxy Statement for more information on the role and responsibilities of the Compensation Committee in its review of executive compensation and related corporate governance.

 

Use of Compensation Consultants

 

The Compensation Committee decided not to employ a compensation consultant in determining or recommending the amount or form of officer or director compensation for 2017. Data required by the Compensation Committee was collected by the Company’s legal and finance departments and outside data services, such as Equilar and reviewed and discussed from time to time at Compensation Committee meetings.

 

Role of Executive Officers in Compensation Decisions

 

In evaluating executive compensation, the Executive Chairman and Chief Executive Officer focuses on senior employees and their progress in meeting individual goals in relation to how well their peers, their respective business units and the entire Company have performed. In a series of informal group discussions and formal Compensation Committee meetings typically held in the latter part of each year through March of the following year, the Compensation Committee and the Executive Chairman and Chief Executive Officer meet to review the following factors in setting compensation for senior executives:

 

 

the Company’s corporate transactions, financial results and projections;

 

 
 
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the individual performance of the Company’s executive officers and the overall performance of each business unit;

 

 

the Executive Chairman and Chief Executive Officer’s recommendations; and

 

 

prevailing conditions in the job market.

 

The Executive Chairman and Chief Executive Officer does not participate in any decisions with respect to his own compensation.

 

Role of the Compensation Committee

 

In making compensation decisions each year, the Compensation Committee considers the following factors:

 

 

market comparisons for cash and equity compensation;

 

 

the potential for future roles within the Company;

 

 

the risk in not retaining an individual;

 

 

total compensation levels before and after the recommended compensation amounts;

 

 

compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and

 

 

the fact that the Company has not entered into employment contracts and does not provide supplemental retirement benefits or pre-committed severance arrangements.

 

The Compensation Committee also meets in executive session to consider the factors above for senior executives and to utilize these factors in evaluating the Executive Chairman and Chief Executive Officer’s proposed compensation and performance. Additional meetings of the Compensation Committee are held as appropriate to review and approve stock option grants and restricted stock awards to newly hired employees or to current employees in connection with promotions within the Company.

 

Market Information

 

The Compensation Committee reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. There is no one listed company that has a diverse group of businesses and geographic reach, and network of joint ventures that would be comparable to the Company. The companies with obviously similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include: Kirby Corporation, Overseas Shipholding Group, Inc., Matson Inc. and Great Lakes Dredge & Dock Corporation. The Compensation Committee also considers compensation practices at various investment banking institutions and private equity funds, as it believes the skill sets of its executives overlap with those required by those institutions. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels.

 

 
 
 

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Setting Compensation in Relation to Performance

 

The Company evaluated and set 2017 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 the Company has historically utilized performance targets in setting certain bonus and equity awards in accordance with Section 162(m) of the Internal Revenue Code, the Compensation Committee believes reasoned judgment, rather than automatic formulas, is an appropriate basis by which to set compensation. The Compensation Committee believes using formulas alone may foster an environment that encourages short-sighted decisions intended to meet formulaic goals rather than work toward long-term benefits or adapt to a changing environment that might be best met by altering strategy during the year or re-prioritizing goals. Consequently, the Compensation Committee constructs its compensation incentives to reward consistent and durable performance in a way that maintains flexibility.

 

In measuring returns and performance of management, the Compensation Committee subjectively weighs, among other factors:

 

 

stockholder returns on equity on both a before and after-tax basis;

 

 

operating cash flow for the Company and its business units;

 

 

returns on operating assets;

 

 

cash generated relative to cost of replacement;

 

 

quality of the asset base;

 

 

results of trading assets;

 

 

tax strategies and cash retention;

 

 

financing activity;

 

 

degree of risk inherent in the balance sheet;

 

 

success of corporate strategies, mergers and acquisitions and divestitures; and

 

 

effective use of finance strategies.

 

However, the Compensation Committee does not pre-establish performance targets (other than as may be applicable under the Management Incentive Plan, as described below) for any of the above-mentioned factors or assign a weighting to any of the various factors given the constantly changing nature of a business that is volatile, and the need to adjust priorities and address opportunities as developed during the year. Such opportunities can include raising capital, selling assets, acquiring businesses, and similar variables.

 

For 2017, the Compensation Committee reviewed the Company’s performance and that of its business segments and compared these results based on the foregoing parameters to those achieved by other companies in similar lines of business to the extent that comparison was possible. The Compensation Committee considered competitive compensation levels and pay practices within industries that hire personnel with the types of leadership, operating, financial and legal skills required to oversee and grow the Company’s business, such as shipping, banking, finance, law, investment management, private equity and logistics. It receives data on pay practices of companies in the shipping business, energy services, finance and leasing, investment management and industrial manufacturing sectors. Due to differences in reporting and accounting practices, levels of balance sheet leverage and quality of asset base, the Compensation Committee does not believe industry performance “benchmarks” are useful or appropriate. Due to differences in corporate strategies and responsibilities of executive officers and key managers, the Compensation Committee and management also believe it is not useful or appropriate to “benchmark” compensation of its officers to those at any single group of other companies.

 

 
 
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Elements of Compensation

 

Overview

 

Alignment with our executive compensation philosophy is achieved through the executive compensation components for our senior executives, including our Named Executive Officers, outlined below.

 

Compensation Element

Compensation
Objectives and Principles

Relation to Performance

2017 Actions/Results

Base Salary - Fixed annual cash; paid on a semi-monthly basis.

●Compensate NEOs for services rendered during the year in the form of fixed cash compensation.

●Base salary levels are set to reflect the NEO’s role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness.

Any increases in base salary reflect market positioning, economic conditions and the Compensation Committee’s assessment of Company and individual performance over the prior year.

The NEOs’ base salaries were unchanged from 2016 base salaries, with the exception of Bruce Weins, who was appointed Chief Financial Officer by the Board of Directors upon the Spin-Off.

Annual Bonus - Cash, paid 60% in the year following the year earned and 20% in each of the next two subsequent years.

●Reward senior executives, including NEOs, for performance over a one-year period.

●Payment is not guaranteed and levels vary according to Company and individual performance.

Annual bonuses reflect Company and individual performance.

Bonus awards were adjusted from 2016 levels in response to Company and individual performance.

Long-Term Incentives (LTI) -

Stock Options - A portion of each executive’s LTI grant is delivered as Stock Options with a four-year vesting period and priced at four designated quarterly dates throughout the year of grant.

 

Restricted Stock - Historically, a portion of each executive’s LTI grant is delivered as Restricted Stock with a five-year vesting period.

●Align NEOs’ interests with those of the Company’s stockholders and drive long-term value creation.

● Pay for performance.

● Reward NEOs for long- term growth.

● Attract, retain and reward NEOs for Company and individual performance.

Prior-year Company and individual performance are two of several factors the Compensation Committee considers when determining the size of the LTI grants for a given year.

Stock options and restricted stock awards granted during 2017 were generally made consistent with past practice.

Health and Welfare Benefits Eligibility to participate in our broad-based health and welfare plans, e.g., health insurance.

● Identical to benefits provided to all Company employees.

● Attract, retain and motivate.

Not directly related to performance. Reflects competitive pay practice.

No significant actions regarding health and welfare benefits in 2017.

Retirement Plans - Eligibility to participate in our broad-based 401(k) plan for all employees.

● Identical to benefits provided to all Company employees.

● Attract, retain and motivate.

Not directly related to performance. Reflects competitive pay practice.

No significant actions regarding retirement plans in 2017.

 

 
 
 

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Compensation of the Named Executive Officers

 

As described in this Compensation Discussion and Analysis, the Compensation Committee did not use a formula to determine the Named Executive Officers’ salary, bonus and equity awards for 2017. The Compensation Committee made a subjective determination based upon the factors described below with respect to each Named Executive Officer. Each of the factors was considered independently and together as a group, such that the final compensation of the Named Executive Officers was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.

 

Below is a summary of the individual responsibilities and achievements applicable to each of our NEOs that the Compensation Committee considered when making its determinations with respect to 2017 compensation.

 

Charles Fabrikant

 

In determining the fiscal 2017 compensation for Mr. Fabrikant, the Compensation Committee considered the financial and non-financial factors described earlier in this Compensation Discussion and Analysis, as well as the following additional skills:

 

 

leadership experience, professional experience, ability to teach and train, communication skills and unique combination of business and legal background;

 

 

development and growth of diverse business units, the divestiture of which has unlocked significant stockholder value;

 

 

deal-making and transactional skills, particularly his experience with international business transactions;

 

 

familiarity with sophisticated capital markets and broad asset classes; and

 

 

experience in developing interrelated businesses, particularly in the shipping, inland river, offshore and energy industries.

 

For 2017, the Compensation Committee considered Mr. Fabrikant’s role in creating long-term stockholder value by, in particular, successfully completing certain corporate transactions, including the acquisition of certain assets and businesses of International Shipholding Corporation pursuant to a plan of reorganization (the “ISH Reorganization”) and the Spin-Off.

 

Bruce Weins

 

In determining Mr. Weins’ compensation for 2017, the Compensation Committee considered the overall performance of the Company and the financial and non-financial factors described earlier in this Compensation Discussion and Analysis. Mr. Weins’ base compensation reflects his skill and experience, including his experience in public reporting and business acquisitions and dispositions, his ability to work productively outside of the United States and participate in the management of various joint ventures, his work with fluctuating exchange rates and his understanding of the macro factors that drive the demand for the business unit’s and joint ventures equipment and services.

 

In determining Mr. Weins total compensation for the year ending 2017, the Compensation Committee considered Mr. Weins contributions with respect to the ISH Reorganization.

 

 

responsibility for managing all financial personnel and supervising reporting and preparation of financial statements;

 

 
 
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responsibility for internal controls, overseeing information technology, supervising human resources, complying with public reporting requirements and the Sarbanes-Oxley Act, and providing services to the Board and the business units, including development of analytical tools for understanding the operating performance of the different business units of the Company; and

 

 

his central role in the execution of the Company’s strategic acquisitions and divestitures (including the Spin-Off), which included due diligence, planning and oversight of all of the Company’s 2017 transactions.

 

Eric Fabrikant

 

In determining Mr. Fabrikant’s compensation for 2017, the Compensation Committee considered the overall performance of the Company and the financial and non-financial factors described earlier in this Compensation Discussion and Analysis. Mr. Fabrikant’s base compensation reflects his skill and experience, including his ability to work productively outside of the United States and manage joint ventures, his experience in acquisitions, his work with fluctuating exchange rates and his understanding of the macro factors that drive the demand for the business unit’s equipment and services.

 

In determining Mr. Fabrikant’s total compensation for the year ending 2017, the Compensation Committee considered Mr. Fabrikant’s contributions with respect to the ISH Reorganization, the Spin-Off and the sale of Illinois Corn Processing, LLC (“ICP”).

 

William C. Long

 

In determining Mr. Long’s compensation for 2017, the Compensation Committee considered his leadership of the legal group, the overall performance of the Company and the financial and non-financial factors described above. Mr. Long’s base compensation reflects his skill and experience in operating the legal department of an international public company, legal knowledge and business experience, and background in corporate administration acquired during his years with other public companies.

 

In determining Mr. Long’s total compensation for the year ending 2017, the Compensation Committee considered Mr. Long’s management of significant corporate transactions, including the sale of ICP, the Spin-Off and the ISH Reorganization. The Compensation Committee recognized the significant legal work required to facilitate the successful completion of these corporate actions.

 

Base Compensation

 

Base salary levels reflect the experience and skill required for executing the Company’s business strategy and overseeing its day to day operations. The Compensation Committee places an emphasis on the compensation for the Executive Chairman and Chief Executive Officer to ensure it reflects operating performance and strategic direction. Together with the Executive Chairman and Chief Executive Officer, the Compensation Committee also reviewed the compensation of the other Named Executive Officers and certain other senior officers to achieve the correct balance of incentives to appropriately reward and retain the Company’s executives.

 

Base salary is established at levels designed to be consistent with professional and market norms based on relevant experience. The Executive Chairman and Chief Executive Officer assesses senior employees on their progress in meeting individual goals in relation to how well their peers and the entire Company perform.

 

The Compensation Committee considers the following factors in setting base salaries:

 

 

the Company’s results and projections for the current fiscal year;

 

 
 
 

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conditions in the job market;

 

 

industry conditions and market compensation levels, generally;

 

 

job performance and risk in not retaining an individual; and

 

 

potential for future growth roles within the Company.

 

Base salary levels for senior managers are also set in recognition of the fact that the Company does not have:

 

 

formal retirement program or pre-committed severance plans;

 

 

employment agreements or pre-committed bonuses;

 

 

gross-up provisions; or

 

 

non-ordinary course benefit plans.

 

The chart below details the 2017 and 2018 base salaries for our NEOs:

 

BASE SALARIES

 

Named Executive Officer

2017 Base Salary ($)

2018 Base Salary ($)

Charles Fabrikant

700,000

460,000

Bruce Weins

285,000

300,000

Eric Fabrikant

450,000

450,000

William C. Long

375,000

375,000

 

Annual Bonus

 

 

Bonus awards are largely discretionary. Management and the Compensation Committee believe that determining bonuses on a case-by-case basis for each individual is the best approach for the Company.

 

 

The Compensation Committee, in conjunction with the Executive Chairman and Chief Executive Officer, also evaluate the performance of senior managers in achieving specific initiatives, such as executive corporate transactions and financings, improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities.

 

 

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.

 

 

Bonuses are paid over three years, 60% in the year immediately following the year earned, and 20% in each of the next two subsequent years. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. This rate is set and approved by the Compensation Committee. The objective is to establish a retention system that links executives to the outcome of their decisions over a period of years.

 

 
 
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For 2017, our NEOs received their annual bonuses pursuant to the Company’s Management Incentive Plan (the “MIP”). The Company adopted, and the stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria. Under the terms of the MIP, notwithstanding the achievement of any performance criteria, the Compensation Committee retained and, for 2017, exercised its discretion to reduce all awards under the MIP. Prior to 2018, bonus amounts payable under the MIP have historically been based on performance criteria that are intended to qualify such bonus amounts as performance based for purposes of the exemption from the limitation under Section 162(m) of the Internal Revenue Code.

 

 

With reference to the MIP performance targets, but using no formula, the Compensation Committee determined cash and equity bonus awards 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 Company adopted, and the stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria.

 

The chart below details the 2017 annual bonuses for our NEOs, as compared to the amounts paid in respect of 2016 annual bonuses:

 

ANNUAL BONUS

 

Named Executive Officer

 

2017 Annual Bonus ($)

   

2016 Annual Bonus ($)

 

Charles Fabrikant

    2,200,000       -  

Bruce Weins

    230,000       115,000  

Eric Fabrikant

    700,000       240,000  

William C. Long*

    230,000       150,000  

Matt Cenac

    -       260,000  

John Gellert

    -       -  

__________________

* For 2016, Mr. Long’s annual bonus amount was pro-rated to reflect his April 18, 2016 start date.

 

Long-Term Incentives

 

The Compensation Committee uses equity awards to align the interests of senior employees with the Company’s long-term growth, and believes this has proven successful in fostering a sense of ownership in the Company. It is the policy of the Compensation Committee to approve annual equity grants at regularly pre-scheduled meetings. In general, equity grants are made on dates previously established by the Compensation Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.

 

Stock Options

 

 

Stock option awards, in any given year, are made in respect of performance during the calendar year immediately preceding the calendar year in which they are made and are priced in four equal installments during the year in which they are made on dates set by the Compensation Committee (such date for each installment, a “Grant Date”).

 

 

The Compensation Committee has determined that, by pricing stock options four times per year, the exercise prices would more approximately mirror share price levels during the year and reduce the random nature of pricing once per year. The first date is on or about March 4 and the following three dates are established at three-month intervals.

 

 
 
 

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In 2018, the Compensation Committee approved stock option awards based on 2017 performance on March 6, and set subsequent quarterly pricing dates on June 4, September 4 and December 4. The stock options vest ratably over four years beginning on March 4, 2019 and ending on March 4, 2022.

 

 

The exercise price for each stock option is based on the closing price of the Company’s shares on the applicable Grant Date.

 

Based on the Compensation Committee’s determination of performance during 2017, in 2018 the Named Executive Officers were granted the following stock options:

 

STOCK OPTIONS

 

   

Annual

 

Vesting on March 4 of each year

Named Executive Officer

 

Option Grant

Amount

 

2019

 

2020

 

2020

 

2022

Charles Fabrikant

 

20,000

   

5,000

   

5,000

   

5,000

   

5,000

 

Bruce Weins

 

8,000

   

2,000

   

2,000

   

2,000

   

2,000

 

Eric Fabrikant

 

20,000

   

5,000

   

5,000

   

5,000

   

5,000

 

William C. Long

 

6,000

   

1,500

   

1,500

   

1,500

   

1,500

 

Matthew Cenac

 

-

   

-

   

-

   

-

   

-

 

John Gellert

 

-

   

-

   

-

   

-

   

-

 

 

Because of their separation from the Company in June 2017 in connection with the Spin-Off, Mr. Cenac and Mr. Gellert did not receive any stock options in respect of 2017 performance.

 

Restricted Stock

 

The restricted stock awards granted in 2018 vest ratably over five years, beginning on March 4, 2019 and ending on March 4, 2023. These awards are not reflected in the compensation tables included in this Proxy Statement, because the grants were made in 2018.

 

Based on the Compensation Committee’s determination of performance during 2017, in 2018 the Named Executive Officers were granted the following restricted stock:

 

RESTRICTED STOCK

 

   

Annual

Restricted

   

Vesting on March 4 of each year

 

Named Executive Officer

 

Stock Grant

Amount

   

2019

   

2020

   

2021

   

2022

   

2023

 

Charles Fabrikant

    30,000       6,000       6,000       6,000       6,000       6,000  

Bruce Weins

    4,500       900       900       900       900       900  

Eric Fabrikant

    18,000       3,600       3,600       3,600       3,600       3,600  

William C. Long

    6,000       1,200       1,200       1,200       1,200       1,200  

Matthew Cenac

    -       -       -       -       -       -  

John Gellert

    -       -       -       -       -       -  

Because of their separation from the Company in June 2017 in connection with the Spin-Off, Mr. Cenac and Mr. Gellert did not receive any restricted stock in respect of 2017 performance.

 

 
 
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Stock Ownership

 

The Company has no formal policy requiring employees to retain vested restricted stock or options, but it prefers that executive officers maintain ownership and considers executive ownership levels when determining compensation packages.

 

The Compensation Committee annually reviews grant history and subsequent dispositions of options and restricted stock to determine if awards serve the purpose of building ownership.

 

Consideration of Risk from Compensation Program

 

The Compensation Committee considers the impact the compensation program has on the Company’s risk management efforts. The Compensation Committee believes that the Company’s compensation program is structured to provide proper incentives for executives that balance risk and reward appropriately and in accordance with the Company’s risk management philosophy, particularly by having a significant portion of the executives’ compensation vest over a four-to five-year time line. Compensation distributed over a period of years serves to reinforce the benefit of long-term decision-making and the Compensation Committee’s ability to reward decisions that, although they may have a perceived short-term negative effect, serve the Company’s (and our stockholders’) best interests in the long-term. The Company believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and do not encourage excessive risk-taking behavior.

 

Deductibility of Executive Compensation – Section 162(m) of the Internal Revenue Code

 

Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that the Company may deduct for any taxable year. Historically, an exception to this $1 million limitation was available for performance-based compensation that met certain requirements. The Compensation Committee has sought to mitigate the impact of Section 162(m) of the Internal Revenue Code by designing the MIP and certain grants under the Share Incentive Plan with the intent that compensation paid under such plans qualify as performance-based compensation. However, to maintain flexibility in compensating executive officers, the Compensation Committee did not previously limit executive compensation to amounts deductible under Section 162(m) if the Compensation Committee determined that doing so was in the best interests of the Company.

 

The Tax Cuts and Jobs Act, enacted on December 22, 2017, modified Section 162(m) of the Internal Revenue Code to, among other things, eliminate the performance-based exception to the $1 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1 million will generally be nondeductible, whether or not it is performance-based. The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. Because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that any existing awards, even if in place on November 2, 2017, will meet the requirements of the transition rule.

 

The Compensation Committee will continue to review the total expenses attributed to executive compensation, and the accounting and tax treatment of such programs, but also continues to retain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company. Therefore, the Company does not intend to limit its actions with respect to executive compensation to preserve deductibility under Section 162(m) if the Committee determines that doing so is in the best interests of the Company.

 

Clawback Policy

 

The Company has adopted a policy whereby it will seek to recoup compensation paid to NEOs in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of: 1) the material noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.

 

 
 
 

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Policy Against Pledging and Hedging Company Securities

 

The Company has adopted policies prohibiting hedging and pledging of Company securities by our directors, senior officers and employees.

 

Employment Contracts / Termination of Employment / Change of Control

 

As mentioned above, the Named Executive Officers do not have employment, formal severance or change-of-control agreements with the Company.

 

Certain benefit or incentive plans or arrangements do, however, provide for payments to Named Executive Officers upon a termination of employment or a change in control of the Company. The information in the tables below describes and quantifies certain compensation that would become payable under existing plans and arrangements if a Named Executive Officer’s employment had terminated on December 31, 2017, given the Named Executive Officer’s compensation as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) savings plan, disability benefits and accrued vacation pay.

 

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from the amounts disclosed below. Factors that could affect these amounts include the time during the year of any such event and the Company’s stock price.

 

All outstanding cash bonus payments, stock options and restricted stock are payable or vest upon the death, disability, qualified retirement, termination without “cause” of the employee, or, if awards are not replaced or assumed in accordance with the applicable plan, the occurrence of a “change in control” of the Company; however, unvested awards are 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, 2017.

 

Compensation Committee Report

 

The Compensation Committee has reviewed and discussed this 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 to this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

The foregoing report is respectfully submitted by the Compensation Committee.

 

David R. Berz (Chairman)

Pierre De Demandolx

David M. Schizer

 

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.

 

 
 
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Compensation Tables

 

TABLE I - Summary Compensation Table (Fiscal Years 2017, 2016 and 2015)

 

The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect to the fiscal years ended December 31, 2017, 2016 and 2015.

 

Name and
Principal Position

Year

Salary
($)

Bonus(1) 
($)

Stock
Awards
(2) 
($)

Option
Awards
(2) 
($)

All Other
Compensation
($)

Total
($)

Charles Fabrikant(3)

2017

700,000

2,220,000

1,939,800

369,576

59,759

5,269,135

Executive Chairman and

2016

700,000

1,423,240

854,810

9,275

2,987,325

Chief Executive Officer

2015

700,000

900,000

1,589,500

555,047

15,928

3,760,475

Bruce Weins(4)

2017

268,333

230,000

258,640

147,830

12,743

917,546

Senior Vice President and

2016

245,000

115,000

177,905

102,577

10,435

650,917

Chief Financial Officer

             

Eric Fabrikant(5)

2017

450,000

700,000

905,240

369,576

19,472

2,444,288

Chief Operating Officer

2016

450,000

240,000

609,960

341,924

11,696

1,653,580

 

2015

450,000

300,000

505,750

185,016

11,493

1,452,259

William C. Long(6)

2017

375,000

230,000

225,700

66,202

12,743

909,645

Executive Vice President,

             

Chief Legal Officer and

             

Corporate Secretary

             

Matthew R. Cenac(7)

2017

187,500

-

678,930

-

1,009,450

1,875,880

Former Executive Vice

2016

450,000

260,000

487,260

170,962

11,899

1,380,121

President and Chief

2015

450,000

300,000

433,500

111,009

11,493

1,306,002

Financial Officer

             

John Gellert(8)

2017

187,500

-

872,910

-

-

1,060,410

Former Co-Chief Operating

2016

450,000

-

508,300

170,962

 

1,129,262

Officer

2015

450,000

300,000

1,083,750

351,530

11,493

2,196,773

__________________

(1)

Sixty percent (60%) of the annual bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”

(2)

The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during 2017, 2016 and 2015 in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 1, 2018.

(3)

“All Other Compensation” for Mr. Fabrikant includes $31,499 and $6,653 in 2017 and 2015, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,450, $9,275 and $9,275 in 2017, 2016 and 2015, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan, 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.

Our Chief Executive Officer and Executive Chairman is permitted to fly on company aircraft for business travel when doing so would make the most efficient use of his time and allow him to focus on business-related matters while traveling. From time to time, Mr. Fabrikant’s wife accompanies him on these flights. Because Mr. Fabrikant only flies on company aircraft for business and his wife’s occasional travel does not result in any incremental cost to the Company, no amount is shown in the “All Other Compensation” column in connection with this arrangement.

In addition, to further enable the efficient use of his time and allow him to focus on business-related matters while he is working from our Ft. Lauderdale office, during 2017 Mr. Fabrikant used the services of a car and driver to transport him between that office and his residence. The Company paid $18,810 in respect of these services, which amount is shown in the “All Other Compensation” column above.

 

 
 
 

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(4)

“All Other Compensation” for Mr. Weins includes $3,293 and $1,160 in 2017 and 2016, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,450 and $9,275 in 2017 and 2016, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(5)

“All Other Compensation” for Mr. Fabrikant includes $10,022, $2,421 and $2,218 in 2017, 2016 and 2015, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,450, $9,275 and $9,275 in 2017, 2016 and 2015, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(6)

“All Other Compensation” for Mr. Long includes $3,293 in 2017 of interest earned on the second and third installments of bonus payments (see FN1), and $9,450 in 2017 of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above

(7)

“All Other Compensation” for Mr. Cenac includes $2,624 and $2,218 in 2016 and 2015, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,450, $9,275 and $9,275 in 2017, 2016 and 2015, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above, and also includes $1,000,000 paid to Mr. Cenac in connection with his separation from the Company on May 31, 2017 as a result of the Spin-Off.

(8)

“All Other Compensation” for Mr. Gellert includes $2,218 in 2015 of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 in 2015 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.

 

 
 
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Table II - Grants of Plan–Based Awards (Fiscal Year 2017)

 

The following table sets forth certain information with respect to grants of share plan-based awards during the year ended December 31, 2017, 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

4/5/2017

4/5/2017

    30,000                       64.66       1,939,800  

Executive Chairman

4/5/2017

4/5/2017

            5,000       64.66       64.66       93,990  

and Chief Executive

4/5/2017

6/4/2017

            7,750       37.43       37.43       79,371  

Officer

4/5/2017

9/4/2017

            7,750       39.38       39.38       83,369  
 

4/5/2017

12/4/2017

            7,750       47.10       47.10       112,846  

Bruce Weins

4/5/2017

4/5/2017

    4,000                       64.66       258,640  

Senior Vice President

4/5/2017

4/5/2017

            2,000       64.66       64.66       37,596  

and Chief Financial

4/5/2017

6/4/2017

            3,100       37.43       37.43       31,748  

Officer

4/5/2017

9/4/2017

            3,100       39.38       39.38       33,348  
 

4/5/2017

12/4/2017

            3,100       47.10       47.10       45,138  

Eric Fabrikant

4/5/2017

4/5/2017

    14,000                       64.66       905,240  

Chief Operating

4/5/2017

4/5/2017

            5,000       64.66       64.66       93,990  

Officer

4/5/2017

6/4/2017

            7,750       37.43       37.43       79,371  
 

4/5/2017

9/4/2017

            7,750       39.38       39.38       83,369  
 

4/5/2017

12/4/2017

            7,750       47.10       47.10       112,846  

William C. Long

4/5/2017

4/5/2017

    2,000                       64.66       129,320  

Executive Vice

11/3/2017

11/3/2017

    2,000                       48.19       96,380  

President, Chief Legal

4/5/2017

4/5/2017

            500       64.66       64.66       9,399  

Officer and Corporate

4/5/2017

6/4/2017

            775       37.43       37.43       7,937  

Secretary

4/5/2017

9/4/2017

            775       39.38       39.38       8,337  
 

4/5/2017

12/4/2017

            1,775       47.10       47.10       25,845  
 

11/3/2017

11/3/2017

            1,000       48.08       48.08       14,684  

Matthew Cenac

4/5/2017

4/5/2017

    10,500                       64.66       678,930  

Former Executive Vice

                                           

President and Chief

                                           

Financial Officer

                                           

John Gellert

4/5/2017

4/5/2017

    13,500                       64.66       872,910  

Former Co-Chief

                                           

Operating Officer

                                           

__________________

(1)

The amounts set forth in this column reflect the number of shares of restricted stock granted in 2017. These awards vest in five equal annual installments commencing approximately one year after the date of the award. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company. If cash dividends are paid by the Company, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested. In connection with the Spin-Off, all outstanding restricted stock awards held by each of Mr. Cenac and Mr. Gellert vested.

 

 
 
 

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(2)

Excludes restricted stock granted in 2018 with respect to 2017 compensation as follows: Mr. Fabrikant – 30,000 shares; Mr. Weins – 4,500 shares; and Mr. E. Fabrikant - 18,000 shares. These awards were made in respect of 2017 performance.

 

(3)

Options granted are exercisable in 20% annual increments beginning on March 4, 2018. 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 6, 2018, with respect to 2017 compensation as follows: Mr. Fabrikant – 20,000 shares; Mr. Weins – 8,000 shares; Mr. E. Fabrikant - 20,000 shares; and Mr. Long – 6,000 shares. One-fourth of such options are exercisable at $64.66 and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of June 4, 2018, September 4, 2018 and December 4, 2018. These awards were made in respect of 2017 performance. Messrs. Cenac and Gellert did not receive stock option awards.

 

(5)

The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K.

 

 
 
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Table III - Outstanding Equity Awards at Fiscal Year-End (2017)

 

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2017, 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
($)

 Charles Fabrikant

14,983

 

 

16.60

3/4/2019

 

 Executive Chairman and Chief Executive

14,983

 

 

27.26

3/4/2019

   

 Officer

14,983

 

 

26.07

3/4/2019

   
 

14,983

 

 

25.62

3/4/2019

   
 

14,983

 

 

28.05

3/4/2020

   
 

14,983

 

 

22.24

3/4/2020

   
 

14,983

 

 

28.80

3/4/2020

   
 

14,983

 

 

44.46

3/4/2020

   
 

14,983

 

 

44.99

3/4/2021

   
 

14,983

 

 

44.28

3/4/2021

   
 

14,983

 

 

38.26

3/4/2021

   
 

14,983

 

 

39.68

3/4/2021

   
 

7,491

 

 

44.97

3/2/2022

   
 

7,491

 

 

38.53

3/2/2022

   
 

7,491

 

 

39.36

3/2/2022

   
 

7,491

 

 

41.23

3/2/2022

   
 

9,300

 

2,325

(2) 

42.23

3/4/2023

   
 

9,300

 

2,325

(2) 

48.26

3/4/2023

   
 

9,300

 

2,325

(2) 

52.89

3/4/2023

   
 

9,300

 

2,325

(2) 

57.67

3/4/2023

   
 

6,975

 

4,650

(3) 

55.85

3/4/2024

   
 

6,975

 

4,650

(3) 

50.37

3/4/2024

   
 

6,975

 

4,650

(3) 

50.01

3/4/2024

   
 

6,975

 

4,650

(3) 

45.28

3/4/2024

   
 

4,650

 

6,975

(4) 

44.87

3/4/2025

   
 

4,650

 

6,975

(4) 

43.24

3/4/2025

   
 

4,650

 

6,975

(4) 

38.57

3/4/2025

   
 

4,650

 

6,975

(4) 

34.14

3/4/2025

   
 

3,875

 

15,501

(5) 

31.05

3/4/2026

   
 

3,875

 

15,501

(5) 

35.10

3/4/2026

   
 

3,875

 

15,501

(5) 

36.24

3/4/2026

   
 

3,875

 

15,501

(5) 

39.18

3/4/2026

   
 

 

7,750

(5) 

39.97

4/5/2027

   
 

 

7,750

(5) 

35.68

4/5/2027

   
 

 

7,750

(5) 

37.63

4/5/2027

   
 

 

7,750

(5) 

47.10

4/5/2027

   

 

 
 
 

2018 Proxy Statement

39
 

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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
($)

 Bruce Weins

148

 

 

44.46

3/4/2020

 

 Senior Vice President and Chief Financial

271

 

 

44.99

3/4/2021

   

 Officer

899

 

 

44.98

3/2/2022

   
 

899

 

 

38.53

3/2/2022

   
 

899

 

 

39.36

3/2/2022

   
 

899

 

 

41.23

3/2/2022

   
 

930

 

310

(2) 

42.23

3/4/2023

   
 

930

 

310

(2) 

48.26

3/4/2023

   
 

1,240

 

310

(2) 

52.89

3/4/2023

   
 

1,240

 

310

(2) 

57.67

3/4/2023

   
 

1,023

 

682

(3) 

55.85

3/4/2024

   
 

1,023

 

682

(3) 

50.37

3/4/2024

   
 

1,023

 

682

(3) 

50.01

3/4/2024

   
 

223

 

682

(3) 

45.28

3/4/2024

   
 

697

 

1,046

(4) 

44.87

3/4/2025

   
 

697

 

1,046

(4) 

43.24

3/4/2025

   
 

697

 

1,046

(4) 

38.57

3/4/2025

   
 

697

 

1,046

(4) 

34.14

3/4/2025

   
 

465

 

1,860

(5) 

31.05

3/4/2026

   
 

465

 

1,860

(5) 

35.10

3/4/2026

   
 

465

 

1,860

(5) 

36.24

3/4/2026

   
 

465

 

1,860

(5) 

39.18

3/4/2026

   
 

 

3,100

(5) 

39.97

3/4/2027

   
 

 

3,100

(5) 

35.68

3/4/2027

   
 

 

3,100

(5) 

37.63

3/4/2027

   
 

 

3,100

(5) 

47.10

3/4/2027

   

 

 
 
40

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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
($)

 Eric Fabrikant

1,247

 

 

16.58

3/4/2019

 

 Chief Operating Officer

1,247

 

 

27.25

3/4/2019

   
 

1,247

 

 

26.05

3/4/2019

   
 

1,247

 

 

25.61

3/4/2019

   
 

1,746

 

 

28.05

3/4/2020

   
 

1,746

 

 

22.23

3/4/2020

   
 

1,746

 

 

28.79

3/4/2020

   
 

1,746

 

 

44.46

3/4/2020

   
 

1,746

 

 

44.99

3/4/2021

   
 

1,746

 

 

44.28

3/4/2021

   
 

1,746

 

 

38.26

3/4/2021

   
 

1,746

 

 

39.68

3/4/2021

   
 

1,996

 

 

44.98

3/2/2022

   
 

1,996

 

 

38.53

3/2/2022

   
 

1,996

 

 

39.36

3/2/2022

   
 

1,996

 

 

41.23

3/2/2022

   
 

1,860

 

465

(2) 

42.23

3/4/2023

   
 

1,860

 

465

(2) 

48.26

3/4/2023

   
 

1,860

 

465

(2) 

52.89

3/4/2023

   
 

1,860

 

465

(2) 

57.67

3/4/2023

   
 

1,395

 

930

(3) 

55.85

3/4/2024

   
 

1,395

 

930

(3) 

50.37

3/4/2024

   
 

1,395

 

930

(3) 

50.01

3/4/2024

   
 

1,395

 

930

(3) 

45.28

3/4/2024

   
 

1,550

 

2,325

(4) 

44.87

3/4/2025

   
 

1,550

 

2,325

(4) 

43.24

3/4/2025

   
 

1,550

 

2,325

(4) 

38.57

3/4/2025

   
 

1,550

 

2,325

(4) 

34.14

3/4/2025

   
 

1,550

 

6,200

(5) 

31.05

3/4/2026

   
 

1,550

 

6,200

(5) 

35.10

3/4/2026

   
 

1,550

 

6,200

(5) 

36.24

3/4/2026

   
 

1,550

 

6,200

(5) 

39.18

3/4/2026

   
 

 

7,750

(5) 

39.97

4/5/2027

   
 

 

7,750

(5) 

35.68

4/5/2027

   
 

 

7,750

(5) 

37.63

4/5/2027

   
 

 

7,750

(5) 

47.10

4/5/2027

   

 

 
 
 

2018 Proxy Statement

41
 

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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
($)

 William C. Long

206

 

827

(5) 

35.10

3/4/2026

 

 Executive Vice President, Chief Legal

206

 

826

(5) 

36.24

3/4/2026

   

 Officer and Corporate Secretary

206

 

827

(5) 

39.18

3/4/2026

   
 

 

775

(5) 

39.97

4/5/2027

   
 

 

775

(5) 

35.68

4/5/2027

   
 

 

775

(5) 

37.63

4/5/2027

   
 

 

1,000

(5) 

48.08

4/5/2027

   
 

 

1,775

(5) 

47.10

4/5/2027

   

 Matthew R. Cenac(6)

 

         

 Former Executive Vice President

               

 and Chief Financial Officer

               

 John Gellert(7)

 

         

 Former Co-Chief Operating Officer

               

 

__________________

(1)

Options vest incrementally at a rate of one-fifth per year for options granted prior to December 31, 2016 and one-fourth per year for options granted after January 1, 2017.

 

(2)

These options vested on March 4, 2018.

 

(3)

These options vest in substantially equal proportions on March 4 of 2018 and 2019, assuming continued employment or directorship with the Company.

 

(4)

These options vest in substantially equal proportions on March 4 of 2018, 2019 and 2020, assuming continued employment or directorship with the Company.

 

(5)

These options vest in substantially equal proportions on March 4 of 2018, 2019, 2020 and 2021, assuming continued employment or directorship with the Company.

 

(6)

In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Cenac vested.

 

(7)

In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Gellert vested.

 

 
 
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Table IV - Option Exercises and Stock Vested (Fiscal Year 2017)

 

The following table sets forth certain information with respect to the number of options that the Named Executive Officers exercised in 2017 and the value realized from the vesting of restricted stock awards.

 

   

Option Awards

   

Stock Awards

 

Name

 

Number of
Shares
Acquired
on Exercise
(#)

   

Value
Realized on
Exercise
(1)
($)

   

Number of
Shares
Acquired on
Vesting
(#)

   

Value
Realized
on Vesting
(2)
($)

 

Charles Fabrikant

    98,596       1,692,780       98,800       5,019,212  

Executive Chairman and Chief Executive Officer

                               

Bruce Weins

    3,369       29,630       12,850       653,174  

Senior Vice President and Chief Financial Officer

                               

Eric Fabrikant

    4,988       100,116       38,000       1,900,816  

Chief Operating Officer

                               

William C. Long

    -       -       6,000       286,196  

Executive Vice President, Chief Legal Officer and Corporate Secretary

                               

Matthew R. Cenac

    17,247       54,191       31,700       1,377,275  

Former Executive Vice President and Chief Financial Officer

                               

John Gellert

    214,972       1,517,344       52,600       2,362,264  

Former Co-Chief Operating Officer

                               

__________________

(1)

The value realized on the exercise of stock options is based on the difference between the exercise price and the market price on the date of exercise.

 

(2)

The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting.

 

 
 
 

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Table V - Non-Qualified Deferred Compensation (Fiscal Year 2017)

 

A non-qualified deferred compensation plan (the “Deferred Compensation Plan”) was established by the Company in 2005 and provides non-employee directors and a select group of highly compensated employees (including the Named Executive Officers) the ability to defer receipt of up to 75% of their cash base salary and up to 100% of their cash bonus for each fiscal year. Each participant’s compensation deferrals are credited to a bookkeeping account and, subject to certain restrictions, each participant may elect to have their cash deferrals in such account indexed against one or more investment options, solely for purposes of determining amounts payable for earnings or losses under the Deferred Compensation Plan (the Company is not obligated to actually invest any deferred amounts in the selected investment options). Participants may receive a distribution of deferred amounts, plus any earnings thereon (or less any losses), on a date specified by the participant or, if earlier, upon a separation from service or upon a change of control. All distributions to participants following a separation from service must be in the form of a lump sum, except if such separation qualifies as “retirement” under the terms of the Deferred Compensation Plan, in which case it may be paid in installments if previously elected by the participant. Distributions to “Key Employees” upon a separation from service (other than due to death) will not commence until at least six months after the separation from service. Participants are always 100% vested in the amounts that they contribute to their Deferred Compensation Plan accounts. The Company, at its option, may contribute amounts to participants’ accounts, which may be subject to vesting requirements.

 

The following table sets forth for the Named Executive Officers certain information as of December 31, 2017, and for the year then ended with respect to the Deferred Compensation Plan.

 

Name

 

Executive
Contributions
in Last
Fiscal Year
($)

   

Registrant
Contributions
in Last
Fiscal Year
($)

   

Aggregate
Earnings
in Last
Fiscal Year
($)

   

Aggregate
Withdrawals/
Distributions
in Last
Fiscal Year
($)

   

Aggregate
Balance at
Last
Fiscal Year

End
($)

 

Charles Fabrikant

Executive Chairman and Chief Executive Officer

                             

Bruce Weins

Senior Vice President and Chief Financial Officer

                3,374             23,537  

Eric Fabrikant

Chief Operating Officer

                             

William C. Long

Executive Vice President, Chief Legal Officer and Corporate Secretary

                             

Matthew R. Cenac

Former Executive Vice President and Chief Financial Officer

                             

John Gellert

Former Co-Chief Operating Officer

                3,938       23,528        

 

 
 
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Table VI - Potential Payments Upon Death, Disability, Qualified Retirement, Termination Without Cause or a Change of Control

 

The following table sets forth cash bonus payments and the acceleration of stock options and restricted stock upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” as of December 31, 2017.

 

Name

 

Bonus
Awards
(1)
($)

   

Option
Awards
(2)
($)

   

Stock
Awards
($)

   

Total
($)

 

Charles Fabrikant

Executive Chairman and Chief Executive Officer

    2,420,594       1,049,510             3,470,104  

Bruce Weins

Senior Vice President and Chief Financial Officer

    308,253       186,279             494,532  

Eric Fabrikant

Chief Operating Officer

    872,490       523,886             1,396,376  

William C. Long

Executive Vice President, Chief Legal Officer and Corporate Secretary

    295,441       42,931             338,372  

Matthew Cenac

Former Executive Vice President and Chief Financial Officer

                       

John Gellert

Former Co-Chief Operating Officer

                       

__________________

(1)

As described in footnote 1 to Table I, sixty percent (60%) of a 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 award. The amount in this table represents the total of all remaining annual installments and any accrued interest yet to be paid as of December 31, 2017.

 

(2)

The dollar amount in this column reflects the accumulated value based on the difference between the strike prices and the closing price of the Common Stock on December 29, 2017, which was $46.22, for unvested options that would accelerate upon the death, disability, qualified retirement or termination without “cause” of the employee, or, assuming the awards are not replaced or assumed in accordance with the applicable equity compensation plan, the occurrence of a “change in control.” Unvested options to purchase Common Stock with strike prices greater than $46.22 were excluded.

 

 
 
 

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CEO Pay Ratio Disclosure

 

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO, Mr. Fabrikant.

 

We determined that, as of October 31, 2017, our employee population consisted of 1,888 individuals, not including our CEO. As of such date, less than 10% of our employee population was located outside the U.S.  Under the de minimis exception provided for under the applicable SEC rules, we excluded 58 employees from Columbia, representing approximately 3% of our total employee population. After excluding these individuals, our employee population for purposes of identifying the median employee consisted of approximately 1,830 individuals.

 

To identify the median employee, we reviewed the regular wages (for non-salaried employees) and annual base salary (for salaried employees) for each employee included in the population as reflected in a single pay period and annualized those amounts for each employee based on the number of hours worked during 2017. We did not apply any cost of living adjustments.

 

Once we identified the median employee, we calculated all of the elements of such employee’s compensation for the 2017 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in an estimated annual total compensation of $51,750. To calculate the annual total compensation of Mr. Fabrikant, we used the amount reported in the “Total” column of the 2017 Summary Compensation Table included in this proxy statement, which was $5,269,135, resulting in a ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees of 102 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K.

 

To help understand this disclosure, we think it is important to give context to our operations. A significant portion of our workforce is made up of individuals who work as crew members on our vessels and provide services to us under collective bargaining agreements pursuant to which they may also provide services to vessels owned by other companies or operators. A number of these individuals provide services on vessels that operate outside of the United States in areas where wages may not be comparable to wages paid to workers who provide services on U.S.-based vessels. In addition, a significant number of individuals employed by Witt O'Brien's, a consolidated subsidiary of ours, provide crisis and emergency management and response services resulting in fluctuations in the number of hours worked or employees needed during a given year. Due to our global footprint and lack of continuity in workforce, the compensation profile of our employee population reported in this pay ratio disclosure may not be completely reflective of the level of compensation paid to our workers.

 

Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

 

 
 
46

2018 Proxy Statement

 
 

Table of Contents

 

Audit Committee Report

 

In connection with the Company’s consolidated financial statements for the year ended December 31, 2017, the Audit Committee has:

 

 

reviewed and discussed the audited financial statements with management;

 

 

discussed with the Company’s independent registered public accounting firm, Grant Thornton LLP, the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees; and

 

 

received the written disclosures and the letter from Grant Thornton LLP as required by PCAOB Ethics and Independence Rule 3526, Communi