Tidewater (TDW) Proxy Filing summary

Executive summary

• Achieved strong financial results in 2024: revenue up 33.3%, net income up 85.9%, adjusted EBITDA up 44.7%, and free cash flow up 197.1%.

• Repurchased 1.4 million shares for $90.7 million; new $90.3 million repurchase program authorized in March 2025.

• Three-year total shareholder return reached +411%, ranking 2nd in the peer group.

• Published 2024 Sustainability Report and achieved industry-leading safety performance.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eight directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for 2026 must be submitted between February 5 and March 9, 2026.

Board of directors and corporate governance

• Board consists of eight directors, 88% independent, with an average age of 61 and average tenure of 5.6 years.

• Board skills include executive leadership, finance, global enterprise, technology, human capital, sustainability, governance, legal, and risk management.

• Four standing committees: Audit, Compensation & Human Capital, Nominating & Corporate Governance, and Safety & Sustainability; all members are independent.

• Board separates Chairman and CEO roles; strong focus on director education and annual board evaluations.