SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a party other than the Registrant    ☐

Check the appropriate box:

Tidewater Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

March 22, 2018

To Our Stockholders:

You are cordially invited to attend the 2018 Annual Meeting of Stockholders of Tidewater Inc. to be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas, on May 1, 2018 at 10:00 a.m., Central Time.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be conducted at the meeting. Our directors and officers will be present at the meeting to respond to your questions.

This year, we are once again giving certain stockholders the option of receiving their proxy materials electronically. The Securities and Exchange Commission’s proxy rules allow companies to furnish proxy materials to stockholders by allowing them to access material on the internet instead of mailing a printed set to each stockholder, unless the stockholder requests delivery by traditional mail or electronically by email. In accordance with these rules, beginning on or about March 22, 2018, we began mailing a Notice of Internet Availability of Proxy Materials to certain stockholders and made our proxy materials available online. As discussed in greater detail below, the Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials online as well as how to vote by telephone, online or in person at the annual meeting. Most stockholders will not receive printed copies of the proxy materials unless requested.

You are requested to vote by proxy as promptly as possible. You may vote by telephone or online, or, if you have received a paper copy of our proxy materials, you may vote by signing, dating, and returning the enclosed proxy card in the envelope provided. If you attend the meeting, which we hope that you will, you may vote in person even if you previously voted by proxy.

Sincerely,

THOMAS R. BATES, JR.

Chairman of the Board

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2018 Annual Meeting of Stockholders of Tidewater Inc. (the “company”) will be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas, on May 1, 2018 at 10:00 a.m., Central Time, for the following purposes:

Only stockholders of record at the close of business on March 9, 2018 are entitled to notice of, and to vote at, the 2018 annual meeting. Our board of directors unanimously recommends that you vote FOR each of the seven (7) director nominees, FOR approval of our executive compensation, in favor of holding a say-on-pay vote every ONE year, and FOR ratification of our selection of Deloitte & Touche LLP as our auditors.

Your vote is important. If you are unable to attend the meeting in person and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our Secretary at any time before the 2018 annual meeting, by timely delivering a proxy bearing a later date, or by voting in person at the meeting.

By Order of the Board of Directors

BRUCE D. LUNDSTROM

Executive Vice President,

General Counsel and Secretary

Houston, Texas

March 22, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR

PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 1, 2018.

This proxy statement and our 2017 transition report

on Form 10-KT are available at www.proxyvote.com

REQUIREMENTS FOR ATTENDING THE ANNUAL MEETING IN PERSON

If you plan to attend the annual meeting in person, please bring the following:

If your shares are held in street name, we will accept, as proof of your ownership of those shares, either an account statement or a letter from your broker, bank, or other nominee confirming that you were the beneficial owner of our stock on the record date.

We reserve the right to deny admission to the meeting to any person other than a stockholder of record on the record date (or a duly-designated proxy) or a beneficial owner of shares held in street name on the record date who has produced acceptable proof of ownership.

If you need directions to the annual meeting, please contact us at (713) 470-5300.

TABLE OF CONTENTS

TIDEWATER INC.

6002 Rogerdale Road, Suite 600

Houston, Texas 77072

PROXY STATEMENT

INTRODUCTION

As previously reported, on September 12, 2017, our board of directors (our “board”) approved a change in our fiscal year to a calendar year-end, effective following a nine-month transition period from April 1, 2017 to December 31, 2017. Throughout this proxy statement, we refer to this nine-month transition period as the “2017 transition period.” In addition, consistent with past disclosure, we refer to the period April 1, 2016 – March 31, 2017 as “fiscal 2017” and the period from April 1, 2015 – March 31, 2016 as “fiscal 2016.” Our fiscal 2018 will span the full twelve months from January 1 through December 31, 2018.

Although our 2017 transition period spanned only nine months, it was a transformational one in our company’s history. On May 17, 2017, we and certain of our subsidiaries filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware. We emerged from bankruptcy on July 31, 2017 (the “Effective Date”) in accordance with the terms of a prepackaged plan of reorganization (as modified and then confirmed by the bankruptcy court, the “Restructuring Plan”). Among other things, the Restructuring Plan fulfilled the terms and conditions of a Restructuring Support Agreement (the “RSA”) between us, certain of our subsidiaries, and a very high percentage of our pre-bankruptcy lenders and noteholders. We refer to this transaction as the “Restructuring.”

As described in greater detail in this proxy statement, the Restructuring had a significant impact on the composition of our board, our stockholder base, and certain compensation arrangements with our executive officers.

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement, but does not contain all of the information that you should consider before voting your shares. We recommend that you read the entire proxy statement carefully before voting. For complete information regarding the 2018 annual meeting of stockholders, the proposals to be voted on at the annual meeting, and our company’s performance during the 2017 transition period, please review the entire proxy statement and our Transition Report on Form 10-KT for the period ended December 31, 2017. These materials are being made available to stockholders on or about March 22, 2018.

2018 Annual Meeting of Stockholders

Time and Date:    10:00 a.m., Central Time, Tuesday, May 1, 2018

Place:    The Houstonian, 111 North Post Oak Lane, Houston, Texas

Record Date:    March 9, 2018

Voting:    Only stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

2017 Transition Period Performance Highlights (page 30)

We had one of the best safety performances in our history, with a Total Recordable Incident Rate (“TRIR”) of 0.13 per 200,000 hours worked, and we only had one lost time accident in the 2017 transition period. Our record safety performance positively impacted our financial results, contributing to significant reductions in our insurance and loss reserves in the 2017 transition period. We also believe that our strong safety record gives us a competitive advantage, both in retaining existing business and competing for new contracts.

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We emerged from bankruptcy on the Effective Date in accordance with the terms of the Restructuring Plan, eliminating approximately $1.6 billion in debt and reducing approximately $73 million annually in interest and operating lease expenses. As a result of the Restructuring, we have a substantially deleveraged balance sheet and a solid financial foundation.

Although we still face a challenging operating environment in the global offshore supply vessel industry, throughout the 2017 transition period and into 2018, we continue to implement cost reduction initiatives to regularly improve our cash flow position. These initiatives include reductions of vessel operating costs, reductions in world-wide staffing levels, reductions in executive compensation and salaries company-wide, consolidations of certain international offices, changes to our insurance program, improved management of vessel repair and maintenance, and other cost control measures.

Based on the successful resolution of disputes with certain shipyards during the 2017 transition period and prior years, as well as the reduction in new vessel commitments, our capital expenditures for new vessel commitments for the 2017 transition period were $6.8 million and our capital expenditures for new vessel commitments for fiscal 2018 are expected to be $4.5 million.

We calculate adjusted net loss by adding back $21.1 million to our reported net loss, which is the tax-effected value of $16.8 million of asset impairment charges and $4.3 million of reorganization items incurred during the five month period from August 1, 2017 to December 31, 2017. We calculated adjusted net cash used in operations by adding back $4.3 million to our reported net cash used in operations, which is the tax-effected value of reorganization items incurred during the five month period from August 1, 2017 to December 31, 2017.

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Executive Compensation Highlights (page 31)

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Agenda and Voting Recommendations

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Director Highlights (page 14)

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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If your shares are held on your behalf in a stock brokerage account or by a bank or other nominee, you are the “beneficial owner” of shares held in “street name” and the Notice and/or proxy materials have been forwarded to you by your broker, bank, or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to instruct your broker, bank, or nominee as to how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting by telephone or the internet.

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Shares represented by proxies that include broker non-votes on a given proposal will be considered present at the meeting for purposes of determining a quorum, but those shares will not be considered to be represented at the meeting for purposes of calculating the vote with respect to that proposal.

If you do not vote shares registered in your name, your shares will not be voted. However, the proxy agent may vote your shares if you execute and return a blank or incomplete proxy card (see “What happens if I return a proxy card without voting instructions?” below regarding record holders).

If you are a stockholder of record and you execute and return a blank or incomplete proxy card without voting instructions, the proxy agent will vote your shares (i) FOR each of the seven director nominees, (ii) FOR the say-on-pay vote, (iii) with respect to the say-on-frequency vote, in favor of holding a say-on-pay vote every ONE YEAR, and (iv) FOR the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm for fiscal 2018.

If you are a beneficial owner of shares and do not give voting instructions to your broker, bank, or nominee, your broker, bank, or nominee will be entitled to vote your shares only with respect to the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm.

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Majority Voting in Director Elections.    Our directors are elected by majority vote except in the event of a contested election, in which case a plurality standard will apply. If in an uncontested election, an existing director receives a greater number of “AGAINST” votes than “FOR” votes, he or she is required to tender his or her resignation to the board. The board’s nominating and corporate governance committee will make a recommendation to the board on whether to accept or reject the resignation, or whether other action should be taken. The board will act on the committee’s recommendation and disclose its decision and rationale

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within 90 days from the certification of the election results. You may find more information about our majority voting policy in this proxy statement under the heading “Proposal 1: Election of Directors—Majority Voting.”

Any Other Matters.    Any other matter that properly comes before the annual meeting will be decided by the vote of the holders of a majority of the shares of common stock present in person or represented by proxy, except where a different vote is required by statute, our certificate of incorporation, or our bylaws.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or, if you are a stockholder of record, you may notify us through Broadridge at the above-listed phone number or address.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below shows the name, address and stock ownership of each person known by us to beneficially own more than 5% of our common stock as of March 9, 2018.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of March 9, 2018 by each director, by each executive officer named in the 2017 Transition Period Summary Compensation Table (“named executive” or “NEO”), and by all directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and investment power with respect to all shares of our common stock beneficially owned by him or her.

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PROPOSAL 1: ELECTION OF DIRECTORS

As provided by our bylaws, our directors are elected annually. We currently have seven directors, six of whom were selected to serve on our board by the pre-bankruptcy lenders and noteholders that were party to the RSA. Each of these six directors was appointed to our board effective July 31, 2017 by operation of the Restructuring Plan. The seventh director, John T. Rynd, was appointed to serve as our president, chief executive officer, and a director effective March 5, 2018.

Upon the unanimous recommendation of our nominating and corporate governance committee, our board has re-nominated each of our seven current board members to serve another term as director. Each director elected at the 2018 annual meeting will serve a one-year term beginning at the annual meeting and ending when his or her successor, if any, is elected or appointed. Assuming stockholders elect all of these director nominees at the annual meeting, our board will continue to have seven directors.

We intend to vote the proxies received in response to this solicitation “FOR” the election of each of the nominees. If, contrary to our present expectations, any nominee cannot or will not serve, we intend to vote the proxies “FOR” the election of the other nominees and proxies may be voted for any substitute nominee of our board. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. Our board has no information or reason to believe that any nominee will not be a candidate at the time of the annual meeting or, if elected, will be unable or unwilling to serve as a director. In no event will the proxies be voted for more than seven nominees.

Majority Voting.    Our directors are elected by majority vote. Any director who stands for re-election in an uncontested election and who receives a greater number of “AGAINST” votes than “FOR” votes must tender his or her resignation to the board. Our board’s nominating and corporate governance committee is required to promptly consider and recommend to our board whether to accept the tendered resignation. Our board will then act on the committee’s recommendation and disclose its decision and rationale within 90 days from the certification of the election results. We would then promptly and publicly disclose the board’s findings and final decision in a current report on Form 8-K filed with the SEC. A copy of our Corporate Governance Policy, which includes our majority voting policy, may be obtained as described under “Corporate Governance – Availability of Corporate Governance Materials.” Abstentions and broker non-votes will have no effect on this proposal.

Our board of directors recommends that you vote “FOR” each of the following seven nominees: Thomas R. Bates, Jr., Alan J. Carr, Randee E. Day, Dick Fagerstal, Steven L. Newman, Larry T. Rigdon, and John T. Rynd.

A biography of each director nominee is set forth below. Each director nominee’s biography contains information regarding that person’s service as a director, business experience, other public company directorships held currently or at any time during the last five years, and the nominee’s experiences, qualifications, attributes, or skills that led the nominating and corporate governance committee and our board to determine that he or she should serve as a director for our company. The information in each biography is present as of March 9, 2018.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” EACH OF THE SEVEN NOMINEES FOR DIRECTOR LISTED ABOVE.

Director Nominating Process and Considerations.    The nominating and corporate governance committee is responsible for reviewing and evaluating with our board the appropriate skills, experience, and background desired of board members in the context of our business and the then-current composition of our board. Under our Corporate Governance Policy and the rules of the New York Stock Exchange (“NYSE”), a majority of our directors must be independent. Our board has determined that, as of the record date, with the exception of Mr. Rynd, our current president and chief executive officer, each of our director-nominees meets the NYSE’s definition of “independence” (discussed in greater detail below under “Board of Directors–Director Independence”).

Board Diversity.    Our board does not have a formal written policy with regard to the consideration of diversity in identifying director nominees. Our nominating and corporate governance committee charter, however, requires the committee to monitor the composition of the board and its committees and may develop and recommend to the board, if necessary or appropriate, specific criteria for selecting director nominees. In considering the composition of our board as a whole, the committee and the board evaluate the skills and experiences of each candidate to ensure that the specific knowledge, experience, skills, expertise, integrity, analytical ability, diversity, and other characteristics needed to maintain our board’s effectiveness are possessed by an appropriate combination of directors. The committee seeks a diverse group of prospective candidates for board service who possess the requisite characteristics, skills, and experience, taking into consideration the availability of highly qualified candidates; committee workloads and membership needs and anticipated director retirements. Our overarching goal is that the unique skills and experiences of each individual director complement and enhance the overall capabilities of the board.

Neither the committee nor our board have adopted specific criteria for selecting director nominees, preferring to maintain the flexibility to evaluate the board’s needs at any given point in time in light of our company’s business model, strategic plan, and the skillset of the then-current members of the board. However, as evidenced by the biographies of our director nominees that appear above, we believe it is important that our board have individual directors who possess skills in such broad areas as:

Each candidate is evaluated to ensure that he or she possesses personal and professional character and integrity, and each must demonstrate exceptional ability and judgment in his or her respective endeavors. Candidates must possess sufficient time and availability to effectively carry out their duties and responsibilities as a director of our company. The committee may employ professional search firms (for which it would pay a fee) to assist it in identifying potential nominees for board service with the right mix of skills and disciplines.

This year, as in prior years, the committee reviewed the qualifications of each of our current directors as well as the contributions each has made to our board and the company during his or her tenure as a director. The

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committee unanimously recommended each of these seven directors be nominated for an additional one-year term. Subsequently, our board unanimously approved this slate of seven director nominees to be submitted for election by our stockholders at the annual meeting.

Consideration of Candidates Recommended by Stockholders.    Our bylaws provide that a stockholder of our company entitled to vote for the election of directors may nominate candidates for election to our board at our annual meeting of stockholders by complying with the required notice procedures, as described in greater detail below. The nominating and corporate governance committee’s policy is to consider director candidates recommended by stockholders on the same basis and in the same manner as it considers all director candidates.

No director candidates were recommended by stockholders in time for consideration at the 2018 annual meeting. To be timely for our 2019 annual meeting, a stockholder’s notice must be given in writing and delivered or mailed to the company’s Secretary and received at our principal executive offices no earlier than January 1, 2019 and no later than January 31, 2019.

Stockholder recommendations of nominees are required to be accompanied by, among other things, specific information as to the nominees and as to the stockholder making the nomination or proposal. We may require any proposed nominee to furnish such information as may reasonably be required to determine his or her eligibility to serve as a director of our company. A description of these requirements is set forth in the company’s bylaws, which may be obtained as described under “Corporate Governance–Availability of Corporate Governance Materials.”

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CORPORATE GOVERNANCE

Our board of directors has adopted corporate governance practices designed to aid the board and management in the fulfillment of their respective duties and responsibilities to our stockholders.

Corporate Governance Policy.    Our board has adopted a Corporate Governance Policy, which, together with our certificate of incorporation, bylaws, and board committee charters, form the framework for the governance of our company. The nominating and corporate governance committee is charged with reviewing the Corporate Governance Policy at least annually to assess the continued appropriateness of those guidelines in light of any new regulatory requirements and evolving corporate governance practices. After this review, the committee recommends any proposed changes to the Corporate Governance Policy to the full board for approval.

Code of Business Conduct and Ethics.    Our board has also adopted a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics sets forth principles of ethical and legal conduct to be followed by our directors, officers, and employees. The Code of Business Conduct and Ethics requires any employee who reasonably believes or suspects that any director, officer, or employee has violated the Code of Business Conduct and Ethics, company policy, or applicable law to report such activities to his or her supervisor or to our Chief Compliance Officer (Bruce D. Lundstrom, our General Counsel), either directly or anonymously. We do not tolerate retaliation of any kind against any person who, in good faith, reports any known or suspected improper activities pursuant to the Code of Business Conduct and Ethics or assists with any ensuing investigation.

Our Code of Business Conduct and Ethics also references disclosure controls and procedures required to be followed by all officers and employees involved with the preparation of the company’s SEC filings. These disclosure controls and procedures are designed to enhance the accuracy and completeness of the company’s SEC filings and, among other things, to ensure continued compliance with the Foreign Corrupt Practices Act.

Communicating with Directors.    Stockholders and other interested parties may communicate directly with our board, the non-management directors, or any committee or individual director by writing to any one of them in care of our Secretary at 6002 Rogerdale Road, Suite 600, Houston, Texas 77072. Our company or the director contacted will forward the communication to the appropriate director. For more information regarding how to contact the members of our board, please visit our website at www.tdw.com/about-tidewater/corporate-governance/.

Complaint Procedures for Accounting, Auditing, and Financial Related Matters.    The audit committee has established procedures for receiving, reviewing, and responding to complaints from any source regarding accounting, internal accounting controls, and auditing matters. The audit committee has also established procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Interested parties may communicate such complaints to the audit committee chair by following the procedures described under the heading “Communicating with Directors” above. Employees may report such complaints by following the procedures outlined in the Code of Business Conduct and Ethics and through other procedures communicated and available to them. We do not tolerate retaliation of any kind against any person who, in good faith, submits a complaint or concern under these procedures.

Availability of Corporate Governance Materials.    You may access our certificate of incorporation, our bylaws, our Corporate Governance Policy, our Code of Business Conduct and Ethics, and all committee charters under “Corporate Governance” in the “About Tidewater” section of our website at www.tdw.com. You also may request printed copies, which will be mailed to you without charge, by writing to us in care of our Secretary, 6002 Rogerdale Road, Suite 600, Houston, Texas 77072.

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BOARD OF DIRECTORS

As of the date of this proxy statement, our board has seven members. Assuming all director nominees are elected, our board will have seven members following the 2018 annual meeting.

As a result of the Restructuring, our company was overseen by two distinct boards of directors during the 2017 transition period—one served from the beginning of the period until July 31, 2017 (the “Effective Date”) and the second began service on the Effective Date. Specifically, at the beginning of the 2017 transition period, our board had 11 members (our “predecessor board,” consisting of Richard A. Pattarozzi, M. Jay Allison, James C. Day, Richard T. du Moulin, Morris E. Foster, J. Wayne Leonard, Richard D. Paterson, Jeffrey M. Platt, Robert L. Potter, Cindy B. Taylor, and Jack E. Thompson). By operation of the Restructuring Plan, each of these directors except for Mr. Platt was deemed to have resigned from the board on the Effective Date.

Under the Restructuring Plan, our pre-bankruptcy lenders and noteholders had the right to select six of the seven initial members of our post-Restructuring board of directors. By operation of the Restructuring Plan, the six persons selected by those lenders and noteholders (Thomas R. Bates, Jr., Alan J. Carr, Randee E. Day, Dick Fagerstal, Steven L. Newman, and Larry T. Rigdon) were appointed as directors as of the Effective Date, with Mr. Platt, who was then serving as our president and chief executive officer, continuing to serve as the seventh member of the board (the “current board”).

Effective October 15, 2017, Mr. Platt retired from all positions with the company and the current board decreased its size from seven to six members. Upon appointing John T. Rynd as our new president, chief executive officer, and a director effective March 5, 2018, we increased the size of our current board from six to seven members.

Board Meetings and Attendance.    During the 2017 transition period, our board held ten meetings including telephonic meetings (six meetings of the predecessor board and four meetings of the current board). Each director attended at least 75% of the meetings of the board and of the committees on which he or she served during the portion of the 2017 transition period in which he or she was a board member.

Our board does not have a policy requiring director attendance at annual meetings; however, our board’s practice is to schedule a board meeting on the same day as the annual meeting of stockholders in order to facilitate director attendance at the annual meeting.

Director Independence.    Our board has affirmatively determined that, as of the record date, six of our seven current directors—Messrs. Bates, Carr, Fagerstal, Newman, and Rigdon and Ms. Day—are independent. However, Mr. Rigdon, who was appointed as an independent director immediately following the Restructuring, was not independent during his five-month tenure as our interim president and chief executive officer (October 16, 2017 – March 5, 2018). Our seventh director, Mr. Rynd, who was appointed as our president, chief executive officer and director on March 5, 2018, is not independent. With respect to our predecessor board, each of the 11 directors other than Mr. Platt (who was the chief executive officer) was determined by the predecessor board to be independent.

The standards relied upon by our board in affirmatively determining whether a director is independent are the objective standards set forth in the corporate governance listing standards of the NYSE. In making independence determinations, our board evaluates responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the company, and management. In its review of director independence, our board also considers any commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the company or management of which it is aware.

Board Leadership Structure.    The roles of chairman and chief executive officer are currently held by two different persons—Mr. Bates serves as our chairman and Mr. Rynd serves as our president and chief executive officer.

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Our board believes that, at this time, our current leadership structure best serves the interests of our company and our stockholders by clearly allocating responsibilities between the two offices. As our president and chief executive officer, Mr. Rynd’s primary responsibilities are to manage the day-to-day business and to develop and implement the company’s business strategy with the oversight of, and input from, the board. As chairman, Mr. Bates’ primary responsibility is to lead the board in its responsibilities of providing guidance to, and oversight of, management.

We have not adopted a policy requiring that these two roles be separate; rather, our board’s policy is to determine from time to time whether it is in the best interests of the company and its stockholders for the roles to be separate or combined. We believe that our board should have the flexibility to make these determinations in a way that will best provide appropriate leadership for our company based on needs of the company at that particular time. If we combine these roles in the future, or if the board determines that the chairman is otherwise not independent under NYSE standards, the board will elect a lead independent director at the same time that it elects its chairman.

Executive Sessions of Independent Board Members.    The independent members of the board of directors meet in regularly-scheduled executive sessions presided over by our chairman (or, if our chairman is not independent, our lead independent director). At the conclusion of each board meeting, the non-management directors have an opportunity to meet in executive session. The non-management and independent directors may schedule additional executive sessions throughout the year. During the 2017 transition period, the independent members of our board (all of our directors except the individual then serving as chief executive officer) met ten times in executive session.

Annual Board Self-Assessments.    To assist in its review as to whether the board and its committees are functioning effectively, our board has instituted annual self-assessments of the board and each of its committees. The directors will complete annual evaluations of the full board and each committee on which they serve. The board and each committee then will review and discuss the results, making changes as deemed necessary to improve director communications and the overall effectiveness of board and committee meetings. The nominating and corporate governance committee oversees this evaluation process. Because of the Restructuring that occurred during the 2017 transition period, our current board has only been in place since the Effective Date and therefore they have not yet undertaken an annual evaluation. The next annual board self-assessment is scheduled to occur in November 2018.

Role of the Board in Risk Oversight.    While our board as a whole has responsibility for risk oversight, each of our board committees oversees and evaluates risks associated with its respective areas of responsibility, as summarized below under “Composition and Role of Board Committees.” Our board and its committees focus annually on identifying, evaluating, and managing the spectrum of key risks faced by our company. The particular areas of focus include strategic, operational, financial and reporting, compensation, regulatory and compliance, international, and other risks.

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COMPOSITION AND ROLE OF BOARD COMMITTEES

Our board currently has three standing committees: audit, compensation, and nominating and corporate governance. Prior to the Restructuring, the board also had a fourth committee (the finance and investment committee). The current board voted to dissolve that committee on July 31, 2017, with all of its duties and responsibilities reverting to the board. In addition to the standing committees of the board, in October 2017, the board formed a CEO search committee consisting entirely of independent directors to oversee the search for a permanent president and chief executive officer. The CEO search committee was authorized to, among other things, review lists and qualifications of potential CEO candidates, conduct initial screenings and interviews of CEO candidates, and recommend to the board one or more CEO candidates. The members of the CEO search committee included Messrs. Bates, Carr and Newman. The CEO search committee was dissolved upon the appointment of Mr. Rynd as the company’s president and chief executive officer effective March 5, 2018.

Actions taken by our committees are reported to the full board. Each of our three committees is comprised entirely of independent directors and is governed by a written charter that is reviewed annually and approved by the full board. A copy of each committee charter may be obtained online or by mail as described in “Corporate Governance–Availability of Corporate Governance Materials.”

The current members of each board committee are identified in the following table, which also indicates the number of meetings each committee held during the 2017 transition period:

Audit Committee.    Our board’s audit committee is a separately-designated, standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Its members are listed in the above chart. The board has determined that all three committee members are financially literate and that each of the three members qualifies as an “audit committee financial expert,” as defined by SEC rules.

The main role of our audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent auditor relationship, and the audits of our financial statements. The audit committee’s key responsibilities are:

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The audit committee is also responsible for approving any audit reports the SEC requires us to include in our proxy statements. In this proxy statement, the requisite report may be found under the heading “Audit Committee Report.”

Each member of the audit committee satisfies all of the additional independence requirements for audit committee members set forth in the corporate governance listing standards of the NYSE and Rule 10A-3 under the Exchange Act.

Compensation Committee.    The role of the compensation committee is to assist our board of directors in discharging its responsibilities relating to:

Each member of the compensation committee satisfies all of the additional independence requirements for compensation committee members set forth in the corporate governance listing standards of the NYSE, Rule 16b-3 under the Exchange Act, and Section 162(m) of the Internal Revenue Code.

The compensation committee reports to the board of directors on all compensation matters regarding our executive officers and management and may form and delegate authority to subcommittees when appropriate.

Nominating and Corporate Governance Committee.    The key responsibilities of the nominating and corporate governance committee are to:

Additional information regarding the nominating and corporate governance committee’s role in nominating directors and the ability of stockholders to recommend candidates for director may be found under “Proposal 1: Election of Directors—Director Nominating Process and Considerations” and “—Consideration of Candidates Recommended by Stockholders,” respectively.

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DIRECTOR COMPENSATION

2017 TRANSITION PERIOD DIRECTOR COMPENSATION TABLE

This table reflects all compensation paid to or accrued by each person who served as an independent director during our 2017 transition period (April 1—December 31, 2017). Therefore, this table does not include information for Mr. Rynd, who was appointed as our president, chief executive officer, and director on March 5, 2018, or for either of Messrs. Platt and Rigdon, each of whom served as an executive officer as well as a director during the 2017 transition period. Information regarding compensation paid to each of Messrs. Platt and Rigdon is disclosed in the 2017 Transition Period Summary Compensation Table in the section titled “Executive Compensation.” A description of the elements of our director compensation program follows this table.

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We currently use a combination of cash and equity-based compensation to provide competitive compensation for our non-management directors and to enable them to meet their stock ownership guidelines. The form and amount of director compensation is periodically reviewed and assessed by our nominating and corporate governance committee, which is responsible for overseeing the program and would refer any recommended changes to the full board for action. Meridian Compensation Partners, LLC (“Meridian”), which serves as the independent consultant to our compensation committee, also assists the nominating and corporate governance committee and the board in its review of director compensation to help ensure that our director pay levels and program components are in line with competitive market practice.

Compensation Paid to Non-Employee Members of Current Board (effective July 31, 2017).    As noted previously, each of our current directors was appointed to serve on the board on July 31, 2017 by operation of the Restructuring Plan. The following chart details our director compensation program effective as of the Effective Date (payment of all cash amounts was pro-rated for partial year service):

The time-based RSUs granted to each of our current directors during transition period 2017 will vest on July 31, 2018, the one-year anniversary of his or her appointment to the board, provided the director remains a member of the board on the vesting date. However, vesting of the award will accelerate if, prior to the vesting date, the director dies, terminates service due to disability, or is willing and able to continue to serve as a director but is either not renominated or not reelected to serve another term.

Compensation Paid to Non-Employee Members of Predecessor Board (through July 31, 2017).    For their service during the four months of the 2017 transition period prior to the Effective Date (April 1, 2017-July 31, 2017), our former directors were entitled to receive the following: (1) an annual cash retainer of $148,750; (2) additional annual cash retainers as follows: $125,000 for the chair of the board, $15,000 for the chairs of the audit and compensation committees, and $10,000 for the chairs of each other committee; and (3) committee meeting fees of $1,500 per meeting. Payment of all cash retainers was pro-rated for partial year service.

As noted above, none of our former directors received any equity compensation awards during the 2017 transition period. However, each held deferred stock units and a deferred cash award that had been granted to

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him or her in prior years, payout of which was triggered by the director’s departure from the board on the Effective Date. As of the Effective Date, the aggregate cash value of these deferred amounts for each director, which will be paid out in accordance with his or her elections, was as follows: Mr. Allison, $137,667; Mr. Day, $135,730; each of Messrs. du Moulin, Leonard, and Pattarozzi, $138,611; Mr. Foster, $128,598; Mr. Paterson, $116,913; Mr. Potter, $121,398; Ms. Taylor, $110,871; and Mr. Thompson, $114,590.

In addition, four of these former directors were participants in our legacy Director Retirement Plan (which has been frozen and closed to new participants since March 31, 2006). Effective with his retirement on July 31, 2017, each of these four directors began receiving benefits under this plan, which will be paid out in accordance with his elections. As of December 31, 2017, the present value of the accumulated benefit for each director was as follows: each of Messrs. du Moulin and Leonard, $62,441; Mr. Pattarozzi, $109,333; and Mr. Thompson, $22,062.

Stock Ownership Guidelines.    Our directors are subject to stock ownership guidelines requiring each director to own and hold company common stock worth five times his or her annual cash retainer no later than five years after his or her appointment. Under the guidelines, a director’s annual equity grants count as shares of company common stock. Each of our current directors has until August 1, 2022 to comply with the guidelines.

Other Benefits.    We reimburse all directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at board and committee meetings. In addition, directors are generally eligible to participate in the company’s Gift Matching Program on the same terms as employees. Under this program, the company matches a director’s contribution to an educational institution or foundation up to $5,000 per year. However, the Gift Matching Program has been suspended for fiscal 2018.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)

At each annual meeting, we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Section 14A of the Exchange Act. This vote (commonly referred to as a “say-on-pay” vote) is advisory, which means that the vote is not binding on the company, our board of directors, or its compensation committee. The vote on this resolution is not intended to address any specific element of compensation but rather relates to the overall compensation of our named executives and our compensation philosophy and practices, as described in this proxy statement.

We are asking our stockholders to vote on the following resolution:

RESOLVED, that the compensation paid to the named executive officers as disclosed in the proxy statement for the company’s 2018 annual meeting of stockholders pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission is hereby APPROVED.

We understand that our executive compensation practices are important to our stockholders. In considering your vote on this proposal, we encourage you to review all of the relevant information in this proxy statement—the description of our program, which can be found under the heading, “Overview of Executive Compensation,” the compensation tables, and the rest of the narrative disclosures regarding our program. As described under “Overview of Executive Compensation,” our compensation arrangements have evolved significantly over the course of the 2017 transition period including by virtue of the Restructuring and the resulting change in the board of directors.

While this say-on-pay vote is not binding, our compensation committee and board take the views of our stockholders into account and will review the voting results and consider the outcome of the vote when making future compensation decisions for our named executives. We invite stockholders who wish to communicate with our board on executive compensation or any other matters to contact us as provided under “Corporate Governance—Communicating with Directors.”

Approval of this resolution requires the affirmative vote of the holders of at least a majority of the voting power present or represented by proxy at the annual meeting. Abstentions will be counted as votes against this proposal, and broker non-votes will have no effect on this proposal. If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote FOR approval of the compensation of our named executive officers as disclosed in this proxy statement. For more information, please see “Questions and Answers about the Annual Meeting and Voting.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVES AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE (“SAY-ON-FREQUENCY” VOTE)

The Dodd-Frank Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future say-on-pay votes. By voting with respect to this Proposal 3 (the “say-on-frequency” vote), stockholders may indicate whether they prefer that we conduct future say-on-pay votes once every one, two, or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal.

Our initial say-on-frequency vote occurred in 2011. At that meeting, stockholders agreed with our board’s recommendation that say-on-pay votes should occur every year. We have included a say-on-pay vote at each meeting of stockholders that we have held since 2011.

We believe that an annual say-on-pay vote best allows stockholders to provide timely, direct feedback on our executive compensation program. Although there may be potential benefits to having less frequent say-on-pay votes, we recognize that an annual say-on-pay vote has become the widely-adopted standard, both among our peer companies as well as outside our industry. In light of our current practice, prevailing market practice and investor expectations, the board recommends that stockholders vote in favor of continuing to hold say-on-pay votes every year.

This vote is advisory and not binding on us or our board in any way. However, our board and our compensation committee will take into account the outcome of the vote when considering the frequency of future say-on-pay votes.

As noted above, the proxy card provides stockholders with the opportunity to choose among four options (to hold the say-on-pay vote every one, two or three years, or to abstain from voting). The results of this say-on-frequency vote will be determined by whichever of the choices – annually, every other year or every three years – receives the greatest number of votes cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal. If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote FOR a frequency of EVERY ONE YEAR for future say-on-pay votes. For more information, please see “Questions and Answers about the Annual Meeting and Voting.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF HOLDING A SAY-ON-PAY VOTE “EVERY ONE YEAR.”

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OVERVIEW OF EXECUTIVE COMPENSATION

This section of our proxy statement describes our executive compensation program, focusing on the compensation paid during the 2017 transition period (April 1—December 31, 2017) to our current chief executive officer, our former chief executive officer, and the next two most highly-compensated executive officers. We refer to these executives as our “named executives” or “NEOs.” For the 2017 transition period, our named executives were:

We are currently a smaller reporting company and thus are not required to include a Compensation Discussion and Analysis in this proxy statement. However, we are providing the following overview of our executive compensation program in order to aid our stockholders’ understanding of how our business and performance affected executive compensation decisions and payouts during the 2017 transition period.

Executive Summary

Our Business.    Our company operates a diversified fleet of marine service vessels and provides other marine support services to the global offshore energy industry. With operations in most of the world’s significant offshore crude oil and natural gas exploration and production regions, we have one of the broadest global operating footprints in the offshore energy industry. We provide services in support of all phases of offshore exploration, field development, and production, including towing of, and anchor handling for, mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover, and production activities; offshore construction and seismic support; and a variety of specialized services such as pipe and cable laying. Our international operations are the primary driver of our revenue and earnings, as a substantial portion of our revenues come from operations outside of the United States territorial waters. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Transition Report on Form 10-KT for the period ended December 31, 2017.

As noted previously, the 2017 transition period was a transformative one in our company’s history. During this period, we continued to face a very challenging business environment given the overcapacity in the worldwide offshore support vessel fleet as the downturn in the global offshore energy industry stretched into its fourth year. However, we both entered and emerged from bankruptcy during the 2017 transition period, successfully completing the Restructuring in accordance with the terms of the Restructuring Plan. Among other things, the Restructuring had a significant impact on our executive compensation arrangements.

In a typical year, the three core components of our executive compensation program are a base salary, short-term cash incentive award, and long-term incentive awards. Of course, the 2017 transition period was neither typical (given the Restructuring) nor a full year (given our decision to change our fiscal year end from March 31 to December 31). In addition, due to the Restructuring, our company had two distinct boards of directors during the 2017 transition period – the predecessor board, whose independent members served until the Effective Date, and the current board, whose independent members were appointed on the Effective Date in connection with the Restructuring. As a result, two distinct compensation committees (the “predecessor committee” and the “current committee”) were involved in making executive compensation decisions during this period.

Further, following the Restructuring, Mr. Platt, who had served as our president, chief executive officer and a director, retired from all positions with the company effective October 15, 2017. The current board appointed

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Mr. Rigdon, a former executive of the company who had joined our board as an independent director in connection with the Restructuring, to serve as president and chief executive officer on an interim basis while we conducted a search for a longer term successor in that role. At the time of his retirement, we entered into a separation agreement with Mr. Platt as well as an employment agreement with Mr. Rigdon, each of which is described below. Subsequent to the 2017 transition period, we appointed John T. Rynd as our president, chief executive officer, and a director effective March 5, 2018. Although Mr. Rynd was not an executive officer during the 2017 transition period, we have included a summary of his compensatory arrangements below as well.

The following chart summarizes the significant executive compensation actions taken (1) by the predecessor committee both before and during the 2017 transition period and (2) by the current committee both from the Effective Date through the end of the 2017 transition period and going forward into fiscal 2018. Additional information regarding each of these decisions is available below under “Compensation Program and Payments During the 2017 Transition Period.”

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Compensation Philosophy and Practice

Our Compensation Philosophy.    As a company with a global reach in an operationally-demanding, highly cyclical, and capital-intensive business, the main objectives of our executive compensation program are:

Role of the Compensation Committee.    Our board has delegated to its compensation committee the primary responsibility for overseeing our executive compensation program. The committee annually reviews and sets the compensation for our executive officers, reporting to the full board on all compensation matters regarding our executives and other key management employees. For more information about the committee’s responsibilities, see “Composition and Role of Board Committees—Compensation Committee.”

Role of Compensation Consultant.    The committee has sole authority over the selection, use, and retention of any compensation consultant engaged to assist the committee in discharging its responsibilities. Meridian served as the committee’s compensation consultant both before and after the Restructuring. The committee’s consultant also surveys director compensation upon the request of the nominating and corporate governance committee, which is responsible for reviewing director compensation. Meridian provides no other services to, nor has any other relationship with, our company. In accordance with SEC rules, the committee has assessed Meridian’s independence and concluded that Meridian’s work has not raised any conflicts of interest.

Compensation Best Practices.    Our committee strives to align executive compensation with stockholder interests and incorporate strong governance standards into our compensation program, including through the following:

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Compensation Program and Payments During the 2017 Transition Period

As noted previously, the three core components of our executive compensation program are base salary, a short-term cash incentive, and long-term incentive awards. In addition to these components, the predecessor committee adopted a special retention bonus program in December 2016 in order to motivate and retain key personnel as the company worked towards an agreement with its lenders, noteholders, and sale leaseback parties on the terms of the restructuring. Given the changes in executive leadership in October 2017, the current committee made certain compensation decisions that were memorialized in a separation agreement with our outgoing chief executive officer, Mr. Platt, as well as in an employment agreement with our interim president and chief executive officer, Mr. Rigdon. This section discusses each of these compensation elements and arrangements as well as the change of control protections, retirement benefits, and limited perquisites provided to our named executives during the 2017 transition period.

Base Salary.    In prior years, the committee’s practice has been to review and determine salary levels for named executives prior to the beginning of each fiscal year. Our annual base salary determinations are based on a variety of factors, including individual performance, market salary levels, our company’s overall financial condition, and industry conditions.

At the beginning of the 2017 transition period, executive salaries were unchanged from April 2014 levels, consistent with a general company-wide salary freeze. The named executives who were serving as our executives at that time earned the following annual base salaries: Mr. Platt, $650,000; Mr. Fanning, $395,000; and Mr. Gorski, $380,500.

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Neither the predecessor committee nor the current committee approved any changes in base salaries for our named executives during the 2017 transition period. In connection with his appointment as interim president and chief executive officer, the current committee approved an employment agreement between the company and Mr. Rigdon (described in greater detail below under “Employment Agreement with Mr. Rigdon”). Under the agreement, in order to better align his interests with the longer-term interests of the company, Mr. Rigdon’s base compensation of $600,000 was structured as an annual base salary of $240,000 plus time-based RSUs with a grant date value of $360,000.

Short-term Incentive Compensation.    Our typical practice is to pay short-term cash incentives to our named executives for the purpose of rewarding both company and individual performance during a given year. In recent years, the company’s STI program for executive officers has consisted of four equally-weighted performance metrics (each represents 25% of the overall target award):

The two company performance metrics—CFFO and VOMP—are among our most important shorter-term company strategic objectives.

We believe that CFFO is a core measure of the company’s performance, and our focus on CFFO is intended, among other things, to incentivize management to focus on key cash flow initiatives, including timely collection of accounts receivable balances and working down the net working capital balance due to the company that has been generated by our Angolan operations. CFFO is also important for long-term stockholder value creation in that it keeps management focused on the ability to fund growth through operations in an effort to manage debt levels.

We believe that VOMP, which captures vessel revenue net of vessel operating costs, is an important measure of the annual productivity of our asset base and is the main driver of our annual consolidated earnings performance. VOMP is important for longer-term stockholder value creation in that it incentivizes operating expense reduction, which is critical during a period of declining revenues. Given the company’s near-term focus on reducing general and administrative expenses, VOMP was not used as a performance measurement for the 2017 transition period.

We include a safety performance component in our STI plan to reinforce our commitment to continue to be an industry leader in safety. We believe that a safe work environment helps us to attract and retain a more

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experienced work force and gives us a competitive advantage among our peers, both in retaining existing business and when bidding for new work. In addition, a strong safety record helps us to minimize our insurance and loss costs and the overall cost of doing business.

The inclusion of a discretionary individual performance component in our typical STI program, equal to 25% of the overall target award, ensures that our committee can take into account the individual performance of our executives that is not readily evident in, or translatable from, financial results for a given quarter or year.

Each of these components is calculated separately from the other components. For each of the company metrics, the committee sets threshold, target, and maximum performance levels, with any payout scaled within that range of results (with target paying out at 100% of each component). The committee has discretion to reduce, but not increase, any payouts earned on the basis of the three company performance metrics.

The committee’s practice has been to approve the executive STI plan during the first quarter of our fiscal year. In approving the plan, the committee approves the company performance metrics, the specific performance levels for each metric, and the target award for each named executive, which is expressed as a percentage of the executive’s base salary. In March 2016, given the uncertain economic outlook and in support of the company’s cost-cutting efforts, the predecessor committee approved a decrease of 20% in each named executive’s overall STI target opportunity for bonuses earned during fiscal 2017 (April 1, 2016—March 31, 2017).

At the time that the predecessor committee began to consider an STI program for the next fiscal year, the company was engaged in restructuring negotiations. Given the difficulty of setting financial targets in the context of a corporate restructuring and considering, among other factors, the retention bonus program that had been put in place in December of 2016 (as described below), the predecessor committee decided to defer approval of the 2017 transition period STI program until after the restructuring was complete.

In the fall of 2017, the current committee approved a simplified STI plan for the company’s executives for the 2017 transition period. Given the Restructuring and the change in our fiscal year, the committee determined that the 2017 transition period STI plan for our executives, other than Mr. Rigdon, would be limited to the safety component, both as the sole performance metric and in overall percentage bonus opportunity for each participant. Depending on the level of performance, payout would range between 0-150% of target, and, subject to certain exceptions, the executive must be employed with the company on the last day of the 2017 transition period in order to earn a bonus under the plan.

With respect to Mr. Rigdon, who served as interim president and chief executive officer beginning October 16, 2017, his target STI award of $600,000 (pro-rated for partial year service) was included as a term of his employment agreement. The committee decided that Mr. Rigdon would participate in the STI plan approved for members of management who did not receive an emergence grant. Under that STI plan, Mr. Rigdon’s STI award for the 2017 transition period was based on three of the four components typically included in our STI plan (CFFO, safety, and individual performance), with CFFO weighted at 50% of the target award and the other two components weighted at 25% each.

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The following table illustrates how our named executives’ target awards have changed over the past three reporting periods, both as a percentage of salary and in target award amounts.

The table below details the target STI award opportunities for each named executive for the 2017 transition period:

Consistent with practice in prior years, the committee decided to set the safety target for the 2017 transition period at 0.18 TRIR. TRIR is calculated by multiplying the number of recordable injuries by 200,000 and dividing that product by the total number of hours worked. A lower TRIR means fewer injuries. Under the safety

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matrix approved by the committee, at a TRIR of 0.22 or greater, there would be no payout. At a threshold TRIR of 0.21, 25% of the safety target would be earned. At TRIR of 0.10 or less, the executive would earn a maximum of 150% of the safety target (a decrease from the fiscal 2017 safety target payout cap of 200%). For results falling between two performance levels (threshold and target or target and maximum), results would be pro-rated. Actual TRIR for the 2017 transition period was 0.13, earning a payout of 130% of the safety target for each named executive.

With respect to CFFO, considering the unique nature of the 2017 transition period, the committee determined that the performance period would run from the date that the company emerged from bankruptcy (the Effective Date) through the end of the transition period. The committee approved a target for the five-month period of $0 CFFO, which was higher than budgeted CFFO for the same period. A CFFO of less than $(75) million would result in no payout. At a threshold of $(75) million, 25% of the CFFO target would be earned. At CFFO of $200 million or more, the executive would earn a maximum of 150% of the CFFO target (a decrease from the fiscal 2017 financial target cap of 300%). As with the safety metric, results falling between two performance levels (threshold and target or target and maximum) would be prorated. Actual CFFO for the performance period was $(35.546) million, which yielded a 15% payout of the CFFO target for Mr. Rigdon.

In consideration of Mr. Rigdon’s guidance and direction in cost-reduction efforts and a further rationalization of the owned fleet, together with his general leadership during a critical transitional period for the company, the committee approved a 100% target payout of his individual performance at $31,250 for the period in 2017 he served as the interim president and chief executive officer.

The following chart details the payouts to each of our named executives under the 2017 transition period STI plan.