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 asay-on-pay vote every ONE year, and FOR ratification of our selection of Deloitte & Touche LLP as our auditors.

​		​	​	Date and Time Thursday, June 6, 2024 8:00 a.m., Central Time.	​	​		​	​	Place The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via a live audio webcast. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/TDW2024. You will be able to join the meeting 15 minutes before the start time, and we encourage you to do so to ensure you can connect.	​
​		​	​	Purpose 1. Election of eight directors ​ 2. Advisory vote to approve named executive officer compensation ​ 3. Advisory vote to approve the frequency of future shareholder votes on named executive officer compensation ​ 4. Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 ​ 5. Transact any other business properly brought before the meeting ​							​
​		​	​	Who Can Vote Only shareholders of record at the close of business on April 19, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting. A list of stockholders entitled to vote will be available at the meeting website during the meeting.							​
​	​	​	​	Our Board of Directors unanimously recommends that you vote: • FOR each of the eight director nominees, ​ • FOR approval of our named executive officer compensation, ​ • FOR an annual advisory vote on our named executive officer compensation, and ​ • FOR ratification of our selection of PricewaterhouseCoopers LLP as our independent auditors. ​ Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. 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 Form10-KT are available atwww.proxyvote.com REQUIREMENTS FOR ATTENDING THE ANNUAL MEETING IN PERSON If you plan to attend the annual meeting in person, please bring the following: 1. proper personal identification (preferably a current driver’s license); and 2. acceptable proof of ownership if your shares are held forvoted, you may vote by telephone or online, or, if you have received a broker, bank,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 corporate Secretary at any time before the 2024 Annual Meeting, by timely delivering a proxy bearing a later date, or other nominee (in “street name”).by voting at the meeting. ​ 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 ​ ​ ​ ​   By Order of the Board of Directors DANIEL A. HUDSON Executive Vice President, General Counsel and Corporate Secretary ​ Houston, Texas April 26, 2024 INTRODUCTION ​ ​ 1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY SUMMARY 1 QUESTIONS AND ANSWERS ABOUTMATERIALS FOR THE ANNUAL MEETING AND VOTING OF SHAREHOLDERS ON JUNE 6, 2024. ​ 6 ​ ​ ​ This proxy statement and our 2023 Annual Report on Form 10-K are available at www.proxyvote.com and on our website at www.tdw.com ​ ​ TABLE OF CONTENTS​ TABLE OF CONTENTS ​ Proxy Statement Summary ​ ​ 1 ​ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ​ Proposal 1: Election of Directors ​ 11​ 7 ​ ​ Corporate Governance ​ ​ 18 ​ SECURITY OWNERSHIP OF MANAGEMENT ​ Board of Directors ​ 12​ 24 ​ ​ Composition and Role of Board Committees ​ ​ 28 ​ PROPOSAL 1: ELECTION OF DIRECTORS ​ Director Compensation ​ 13​ 32 ​ ​ 2023 Director Compensation Table ​ ​ 32 ​ CORPORATE GOVERNANCE ​ Proposal 2: Advisory Vote On Executive Compensation (“Say-On-Pay” Vote) ​ 20​ 34 ​ ​ Information Regarding Executive Officers ​ ​ 35 ​ BOARD OF DIRECTORS ​ Compensation Discussion And Analysis ​ 21​ 36 ​ ​ Compensation Committee Report ​ ​ 48 ​ COMPOSITION AND ROLE OF BOARD COMMITTEES ​ Fiscal 2023 Summary Compensation Table ​ 23​ 49 ​ ​ Fiscal 2023 Grants of Plan-Based Awards ​ ​ 50 ​ DIRECTOR COMPENSATION ​ Outstanding Equity Awards at 2023 Fiscal Year End ​ 25​ 51 ​ ​ Option Exercises and Stock Awards Vested in Fiscal Year 2023 ​ ​ 52 ​ 2017 TRANSITION PERIOD DIRECTOR COMPENSATION TABLE ​ Fiscal 2023 Pension Benefits ​ 25​ 52 ​ ​ Fiscal 2023 Non-Qualified Deferred Compensation ​ ​ 52 ​ PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY” VOTE) ​ Potential Payments Upon Termination or Change of Control ​ 28​ 53 ​ ​ Equity Compensation Plan Information ​ ​ 57 ​ PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE(“SAY-ON-FREQUENCY” VOTE) ​ Pay Ratio Disclosure ​ 29​ 58 ​ ​ Pay vs. Performance ​ ​ 59 ​ OVERVIEW OF EXECUTIVE COMPENSATION ​ Proposal 3: Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation ​ 30​ 63 ​ ​ Proposal 4: Ratification of Appointment of Independent Auditors for 2024 ​ ​ 64 ​ 2017 TRANSITION PERIOD SUMMARY COMPENSATION TABLE ​ Audit Committee Report ​ 45​ 66 ​ ​ Security Ownership of Certain Beneficial Owners ​ ​ 67 ​ OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017 ​ Security Ownership of Management ​ 48​ 68 ​ ​ Stockholder Proposals ​ ​ 69 ​ PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ Certain Relationships And Related-Party Transactions ​ 49​ 70 ​ ​ Delinquent Section 16(A) Reports ​ ​ 71 ​ AUDIT COMMITTEE REPORT ​ Questions And Answers About The Annual Meeting And Voting ​ 50​ 72 ​ ​ Other Matters ​ ​ 79 ​ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ Appendix ​ 52​ A-1 STOCKHOLDER PROPOSALS 53 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 53 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 53 OTHER MATTERS 54 ​ TABLE OF CONTENTSTIDEWATER 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 calendaryear-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 ourpre-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 meeting2024 Annual Meeting of stockholders,Shareholders, including the proposals to be voted on, at the annual meeting, and our company’s performance during the 2017 transition period,2023 fiscal year, please review the entire proxy statement and our TransitionAnnual Report on Form10-KT 10-K for the period ended December 31, 2017.2023. These materials are being made available to stockholdersshareholders on or about March 22, 2018. 2018April 26, 2024. 2024 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 dateShareholders ​ ​ ​ When Thursday, June 6, 2024 8:00 a.m., Central Time ​ ​ ​ ​ Place Online at www.virtualshareholdermeeting.com/TDW2024 ​ ​ ​ ​ Record Date April 19, 2024 ​ ​ ​ ​ Voting Only shareholders 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. ​ Agenda Items and Voting Recommendations Proposal ​ ​ Description ​ ​ Board Vote Recommendation ​ ​ Page ​ ​ ​ Election of Directors ​ ​ FOR each nominee ​ ​ 7 ​ ​ ​ Advisory Vote on Named Executive Officer Compensation ​ ​ FOR ​ ​ 34 ​ ​ ​ Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation ​ ​ FOR 1 Year ​ ​ 63 ​ ​ ​ Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm ​ ​ FOR ​ ​ 64 ​ 1 TABLE OF CONTENTS Director Nominee Highlights Name and Principal Occupation ​ ​ Age ​ ​ Director Since ​ ​ ​ Board Committees ​ ​ ​ ​ ​ ​ AC ​ ​ ​ C&HC ​ ​ ​ N&GC ​ ​ ​ S&SC ​ ​ ​ ​ ​ ​ ​ Darron M. Anderson  President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. ​ ​ 55 ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Melissa L. Cougle  Chief Financial Officer of Ranger Energy Services, Inc. ​ ​ 47 ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dick H. Fagerstal  Retired Executive Chairman of Global Marine Group ​ ​ 63 ​ ​ 2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc. ​ ​ 58 ​ ​ 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Louis A. Raspino  Retired Chairman of Clarion Offshore Partners ​ ​ 71 ​ ​ 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Robert E. Robotti  President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC ​ ​ 70 ​ ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kenneth H. Traub  Managing Partner of Delta Value Group, LLC ​ ​ 62 ​ ​ 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lois K. Zabrocky  President, Chief Executive Officer, and Director of International Seaways, Inc. ​ ​ 54 ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AC ​ ​ Audit Committee ​ ​ C&HC ​ ​ Compensation & Human Capital Committee ​ ​ N&GC ​ ​ Nominating & Corporate Governance Committee ​ ​ S&SC ​ ​ Safety & Sustainability Committee ​ ​ ​ ​ Member ​ ​ ​ ​ Chair ​ 2 TABLE OF CONTENTS Current Board Skills and Experience ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Industry ​ ​ Contributes to the Board’s deeper understanding of Tidewater’s operations and competitive environment in the marine and energy offshore service industries, including energy industry trends, outlook, and risks ​ ​ ​ ​ ​ Executive Leadership ​ ​ Valuable to the Board’s understanding and oversight of a range of organizational matters, including corporate leadership, business operations, strategy development, and organizational risks ​ ​ ​ ​ ​ Accounting / Financial Reporting ​ ​ Critical to the Board’s oversight of Tidewater’s financial statements and financial reports ​ ​ ​ ​ ​ Finance / Capital Markets ​ ​ Valuable to the Board’s understanding and evaluation of Tidewater’s capital structure, capital allocation, and financial strategy ​ ​ ​ ​ ​ Global Enterprise ​ ​ Contributes to the Board’s oversight and understanding of the diverse business environments, economic conditions, governmental relationships, and cultures associated with Tidewater’s global workforce the overseas operations ​ ​ ​ ​ ​ Technology / Cybersecurity ​ ​ Contributes to the Board’s understanding of information technology and emerging cybersecurity risks in the digital age ​ ​ ​ ​ ​ Human Capital Management ​ ​ Contributes to the Board’s ability to attract, motivate, retain, and oversee the development of talent ​ ​ ​ ​ ​ Sustainability / Environmental ​ ​ Contributes to oversight and understanding of Environmental, Health, Safety, and sustainability issues and their relationship to Tidewater’s business and strategy ​ ​ ​ ​ ​ Public Company Governance ​ ​ Contributes to understanding of best practices in corporate governance matters and significant public company experience ​ ​ ​ ​ ​ Governmental / Legal, Regulatory ​ ​ Familiarity with highly regulated industries and provides the Board with insight and understanding of effective strategies in managing the complex legal, political, and regulatory landscape in which Tidewater operates ​ ​ ​ ​ ​ Risk Management ​ ​ Valuable to the Board’s ability to effectively oversee, anticipate, identify, and support management’s mitigation of the most significant risks facing the Company     ​ ​ ​ Additional information regarding the Nominating & Corporate Governance Committee’s role in nominating directors and the ability of shareholders to recommend candidates for director may be found under “Proposal 1: Election of Directors—Process for Identifying, Adding and Nominating Directors” and “Proposal 1: Election of Directors—Consideration of Candidates Recommended by Shareholders,” respectively. 3 TABLE OF CONTENTS Tidewater’s 2023 Performance Highlights (1) For a reconciliation to the most comparable GAAP financial measure of Adjusted EBITDA and Free Cash Flow, see Appendix A. ​ ​ ​ • Successfully Completed the Integration of Swire Pacific Offshore.   During the first half of 2023, we successfully completed the integration of our April 2022 acquisition of Swire Pacific Offshore, comprised of 50 offshore support vessels including 29 anchor handling tug supply vessels and 21 platform supply vessels operating primarily in West Africa, Southeast Asia and the Middle East. ​ ​ ​ ​ ​ • Successfully Completed the Acquisition, Financing and Integration of 37 Platform Supply Vessels from Solstad Offshore.   On July 5, 2023, we closed the previously announced definitive agreement to purchase 37 platform supply vessels from Solstad Offshore ASA (Solstad) for approximately $594.2 million. We successfully completed the integration of these vessels and their operations during the 4th quarter of 2023. ​ ​ ​ ​ ​ • Continued to Drive Free Cash Flow.   Capital discipline remains a core focus that drives our working capital management and disciplined approach to capital expenditures that, in turn, contribute significantly to our ability to generate positive cash flow. During 2023, continued operational and financial improvements resulted in $111.3 million of free cash flow from operations and non-core vessel sales. ​ ​ ​ ​ ​ • Completed $35 Million of Share Repurchases.   During the 4th quarter of 2023, we repurchased 590,499 shares for approximately $35 million. In March 2024, the Board authorized a new $48.6 million share repurchase program, the maximum permissible under our existing debt agreements. ​ ​ ​ ​ ​ • Published 2023 Sustainability Report.   In March 2024, we published our 2023 Sustainability Report, describing our ongoing commitment to environmental, social, and governance (ESG) principles, along with our ESG performance and approach to material sustainability topics during 2023. ​ ​ ​ 4 TABLE OF CONTENTS Executive Compensation Program Summary Our Compensation & Human Capital (C&HC) Committee strives to maintain a compensation program that will attract, retain and motivate outstanding executives by providing incentives to reward them for superior performance that supports Tidewater’s long-term strategic objectives, across the commodity price cycle, and is competitive with industry practices. The primary elements of executive compensation are “direct compensation” and consist of base salary, an annual cash incentive award and long-term incentive awards. Direct compensation is heavily weighted toward long-term incentive awards. In 2023, Mr. Kneen’s target compensation consisted of: base salary (15%), annual cash incentive award (16%), long-term incentive awards conditioned on Tidewater’s three-year relative TSR (34.5%), and time vesting RSU awards (34.5%). Allocation of Direct Compensation Elements in 2023 A substantial portion of named executive officer (NEO) compensation is dependent on performance. Approximately 85% of Mr. Kneen’s (and an average of 78% of the other proposals. 2017 Transition Period Performance NEOs’) target direct compensation opportunity is performance based and variable, or at risk. The ultimate value of at-risk compensation is dependent on company performance outcomes and Tidewater’s stock price performance. CEO Target Direct Compensation Mix(1) (1) Target direct compensation is composed of base salary, target annual cash incentive award opportunity, and the target value of long-term incentive awards. ​ 5 TABLE OF CONTENTS Highlights (page 30) • One of the Best Safety Performances in Company History. We had one of Executive Compensation Program Policies and Practices The 2023 executive compensation program for the NEOs includes many best safety performances in our history, with a Total Recordable Incident Rate (“TRIR”)practice features intended to enhance the alignment 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. • Successful Completion of the Restructuring. We emerged from bankruptcy on the Effective Date in accordancecompensation with the termsinterests 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. Tidewater’s shareholders. ​ •​ What We Do Cost Reduction Initiatives Continue​ ​ ​ ​ ​ ​ Pay for Performance. A substantial portion of NEO compensation is performance- based. The C&HC Committee annually reviews the metrics underlying the long-term equity incentive award program (LTI Program) and annual short-term cash incentive program (STI Program) to Improve Cash Flow Providedevaluate their continued alignment with Tidewater’s business priorities and shareholder interests. ​ ​ ​ ​ ​ ​ Establish Target Awards. The C&HC Committee has established target and maximum awards under our STI Program and established target awards under our LTI Program. ​ ​ ​ ​ ​ ​ Clawback in the Event of Misstatement. The C&HC Committee has adopted a clawback policy in compliance with Exchange Act Rule 10D-1 and the NYSE listing standards giving it authority to clawback compensation in certain situations involving a required financial restatement by Operations. the Company. ​ ​ 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. ​ •​ Low Capital Expenditures​ ​ Monitor Compensation Program for Risk. The executive compensation program includes multiple features and Reduced New Vessel Commitments. metrics intended to appropriately mitigate excessive risk-taking. The C&HC Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking. ​ ​ 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. ​ •​ During the five month​ ​ Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute shareholder returns, with TSR awards capped if Tidewater’s absolute TSR is negative. ​ ​ ​ ​ ​ ​ Robust Stock Ownership Guidelines. We require our directors and officers to hold stock and full value equity interests at substantial levels, with a five-year period from August 1, 2017appointment to December 31, 2017, our adjusted net loss was $(19.0) million and adjusted net cash used in operations was $(31.6) million (compared to a net loss and net cash used in operations of $(39.3) million and $(35.5) million, respectively, during the five month period from August 1, 2017 to December 31, 2017 as reported in our consolidated financial statements) in a very challenging period for the offshore supply vessel industry. We calculate adjusted net loss by adding back $21.1 million to our reported net loss, which is thetax-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 thetax-effected value of reorganization items incurred during the five month period from August 1, 2017 to December 31, 2017. come into compliance with these guidelines. Executive Compensation Highlights (page 31) ​ ​ What​ ​ ​ ​ Limited Executive Perquisites. We Do offer our NEOs very few perquisites not generally available to all employees (see footnote 7 to the Summary Compensation Table on page 49). ​ ​ ​ ​ ​ ​ Independent Consultant. The C&HC Committee has its own independent executive compensation consultant. The consultant reports directly to the C&HC Committee and does not provide any services to management. ​ ​ ​ ​ What We Don’t Do ​ ​ ✓​ ​ Performance-Based Short-Term Incentives. We typically award short-term incentive (“STI”) compensation tied to key financial, safety and personal performance metrics. For the 2017 transition period, the compensation committee approved a scaled-back STI program limited to only the safety component for each named executive other than Mr. Rigdon. ​ ​ × No Income TaxGross-Ups and, effective January 1, 2018, No Excise TaxGross-Ups. The company renegotiated the change in control agreements with executive officers to eliminate all excise taxgross-up provisions effective January 1, 2018. We also do not pay taxgross-ups on any perquisites. ✓ Director Independence. As of the record date, six of our seven directors are independent and our compensation committee is made up entirely of independent directors. × Prohibition on Hedging andor Derivative Transactions. We prohibit all company insiders (including directors and officersofficers) from engaging in hedging or derivative transactions involving companyTidewater’s securities. ​ ​ ✓​ ​ Robust Stock Ownership Guidelines. We require our directors and executive officers to hold stock and full-value equity interests at substantial levels. Each executive or director has a five-year period from the later ​ ​ No Single Trigger Change of his or her appointment or the Effective Date to come into compliance with these guidelines. × Effective January 1, 2018, Base Salaries for Executives and Base Annual Cash Retainers for Directors Reduced by 15%. In supportControl Benefits. While each of our continuing cost-cutting efforts,NEOs is party to a change of control agreement, we approved a reduction in base salary of at least 15% for our named executive officers and a 15% reduction in the base annual cash retainers paid to ournon-employee directors, effective January 1, 2018. ✓ Risk Mitigation. Our compensation plans are designed to mitigate risk exposure through caps on the maximum level of short-term incentives, clawback provisions, multiple performance metrics and Board and management processes to identify and address risk. × Decrease in Maximum Possible Payouts under STI Plan. As part of our continuing efforts to contain costs, the compensation committee reduced the maximum payouts under the STI plan on each component from200-300% of target to 150% of target. ✓ Independent Consultant. The compensation committee has its own independent executive compensation consultant, Meridian Compensation Partners, LLC. The consultant reports directly to the committee and doesdo not provide any services to management. single-trigger change of control benefits (including automatic acceleration of equity awards). ​ × Limited Executive Perquisites.We offer our executives very few perquisites that are not generally available to all employees. ​ ✓​ ​ Clawback Policy. ​ ​ No Income or Excise Tax Gross-Ups. We have adopted a “clawback” policy that permits the company to recoup cash and equity incentive compensation in certain situations if the financial statements covering the reporting period to which such compensation relates must be restated. × No Changes to Retirement Program and Benefits during the 2017 Transition Period; SERP Suspended Effective January 1, 2018. In support of our continuing cost-cutting efforts, we suspended any additional benefit accruals under our Supplemental Executive Retirement Plan (“SERP”) and any company matching contributions to the 401(k) Savings Plan and Supplemental Savings Plan effective January 1, 2018. Agenda and Voting Recommendations Proposal    Description    Board Vote Recommendation    Page     1    Election of directors    FOR each nominee    13     2    Advisory vote on executive compensation    FOR    28     3    Advisory vote on frequency of executive compensation vote    every ONE year    29     4    Ratification of selection of independent registered public accounting firm    FOR    49 Director Highlights (page 14) Name    Age   Director Since   Principal Occupation   Independent   Board Committees Thomas R. Bates, Jr.    68   2017   Director and Chairman of the board of each of Tidewater Inc., Independence Contract Drilling, Inc., and Vantage Drilling International   Yes   Compensation   Nominating and Corporate Governance Alan J. Carr    48   2017   Chief Executive Officer of Drivetrain, LLC   Yes   Compensation   Nominating and Corporate Governance Randee E. Day    69   2017   Chief Executive Officer of Goldin Maritime, LLC   Yes   Audit   Nominating and Corporate Governance Dick Fagerstal    57   2017   Chairman and Chief Executive Officer of Global Marine Holdings LLC and Executive Chairman of Global Marine Systems Ltd.   Yes   Audit Steven L. Newman    53   2017   Former Chief Executive Officer and director of Transocean Ltd. and director of Dril-Quip, Inc. andSNC-Lavalin Group Inc.   Yes   Audit   Compensation Larry T. Rigdon    70   2017   Interim President and Chief Executive Officer of Tidewater Inc. (October 16, 2017 – March 5, 2018)   Yes*   John T. Rynd    60   2018   President and Chief Executive Officer of Tidewater Inc. (effective March 5, 2018)   No   * Mr. Rigdon was not independent during his five-month service as our interim president and chief executive officer, which ended on March 5, 2018; however, the board has determined that Mr. Rigdon is independent as of the record date (March 9, 2018). QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q: Why am I receiving these proxy materials? A: Our board is soliciting your proxy to vote at our 2018 annual meeting because you owned shares of our common stock at the close of business on March 9, 2018, the record date for the meeting, and are entitled to vote those shares at the meeting. This proxy statement, along with a proxy card or a voting instruction form, is being mailed to certain stockholders and will be available online atwww.proxyvote.com beginning March 22, 2018. This proxy statement summarizes information relevant to your vote on the matters that will be considered at the annual meeting. You do not need to attend the annual meeting in person to vote your shares. Q: Why did I receive aone-page “Notice of Internet Availability of Proxy Materials” instead of a full set of proxy materials? A: Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are electing to furnish proxy materials to certain stockholders online rather than mailing printed copies of those materials. If you received a Notice of Internet Availability of Proxy Materials (“Notice”) by mail, you will not receive a printed copy of our proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice. Q: How do I get electronic access to the proxy materials? A: Our proxy statement and Transition Report on Form10-KT for the nine months ended December 31, 2017 are available atwww.proxyvote.com and also on our website atwww.tdw.com under “SEC Filings” in the “Investor Relations” section. Q: Why does the Annual Report on Form10-K cover nine rather than twelve months? A: On September 12, 2017, our board approved changing our fiscal year ending on March 31 to a fiscal year ending on December 31, beginning with the period ending December 31, 2017. As a result, instead of an Annual Report on Form10-K for a full twelve-month period, we have filed a Transition Report on Form10-KT covering the 2017 transition period (April 1, 2017 to December 31, 2017), which is the period between the closing of our most recent fiscal year and the last day of our newly selected fiscal year. Q: On what matters will I be asked to vote? A: At the annual meeting, our stockholders will be asked: to elect seven directors for aone-year term; to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the“say-on-pay” vote); to approve, on an advisory basis, the frequency of a stockholder advisory vote on executive compensation (the“say-on-frequency” vote); to ratify the selection of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for fiscal year 2018; and to consider any other matter that properly comes before the meeting. Q: Where and when will the meeting be held? A: The meeting will be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas, on May 1, 2018, at 10:00 a.m., Central Time. Q: Who is soliciting my proxy? A: Our board, on behalf of the company, is soliciting your proxy to vote your shares on all matters that you are entitled to vote at our 2018 annual meeting of stockholders. By completing and returning the proxy card or voting instruction form, or by casting your vote by phone or online, you are authorizing the proxy holder designated by the board to vote your shares of common stock at our annual meeting in accordance with your instructions. Q: How many votes may I cast? A: With respect to any matter properly presented for a stockholder vote other than the election of directors, you may cast one vote for every share of our common stock that you owned on the record date. With respect to the election of directors, for every share of common stock that you held on the record date, you may cast one vote for each director nominee. Q: What is the total number of votes that can be cast by all stockholders? A: On the record date, we had 23,730,623 shares of common stock outstanding, each of which was entitled to one vote per share. Q: I hold warrants to purchase shares of common stock. Am I allowed to vote my warrants? A: No. A holder of warrants to purchase shares of our common stock does not have any rights as a stockholder, including voting rights, unless and until those warrants are exercised and exchanged for sharescontractual commitments to pay tax gross-ups to any of our common stock.officers. ​ ​ Q:​ How many shares must be present to hold the meeting? A:​ Our bylaws provide that the presence at the meeting, whether in person ​ ​ No Option Repricing. We will not discount, reload or by proxy, of a majority of the outstanding shares ofreprice stock entitled to vote constitutes a “quorum,” which is required to hold the meeting. On the record date, 11,865,312 shares constituted a majority of our outstanding stock entitled to vote at the meeting. Q:options without shareholder approval. What is the difference between holding shares as a stockholder of record and as a beneficial owner? A:​ If your shares are registered in your name with our transfer agent, Computershare, you are the “stockholder of record” with respect to those shares and we have sent the Notice and/or proxy materials directly to you. 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. Q: How do I vote? A: You may vote using any of the following methods: • Proxy card or voting instruction form:    If your shares are registered in your name and you receive a printed copy of our proxy materials, you may vote your shares by completing, signing, and dating the proxy card and then returning it in the enclosed prepaid envelope. If your shares are held in street name by a broker, bank, or other nominee, that entity should have provided you with a voting instruction form that will set forth the procedures you should follow to cast your vote. ​ • By telephone or online:    If your shares are registered in your name, you may also vote by telephone by calling1-800-690-6903 or online atwww.proxyvote.com by following the instructions at that site. The availability of telephone and online voting for beneficial owners whose shares are held in street name will depend on the voting procedures adopted by your broker, bank, or nominee. Therefore, we recommend that you follow the instructions in the materials they have provided to you. • In person at the annual meeting:    You may also vote in person at the annual meeting, either by attending the meeting yourself or authorizing a representative to attend the meeting on your behalf. You may also execute a proper proxy designating that person to act as your representative at the meeting. If you are a beneficial owner of shares, you must obtain a proxy from your broker, bank, or nominee naming you as the proxy holder and present it to the inspector of election with your ballot when you vote at the annual meeting. Q: Once I deliver my proxy, can I revoke or change my vote? A: Yes. You may revoke or change your proxy at any time before it is voted at the meeting by delivering a written revocation notice to our Secretary or by delivering an executed replacement proxy by the voting deadline. In addition, if you vote in person at the meeting, you will revoke any prior proxy. Your attendance alone at the annual meeting will not be enough to revoke your proxy. Q: Can my shares be voted if I do not return the proxy card and do not attend the meeting in person? A: If you hold shares in street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal that your broker does not have discretionary authority to vote (a “brokernon-vote”). Brokers, banks, and other nominees generally only have discretionary authority to vote without instructions from beneficial owners on the ratification of the appointment of an independent registered public accounting firm; they do not have authority to vote in the absence of instructions from beneficial owners on any other matter proposed in this proxy statement. Shares represented by proxies that include brokernon-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). Q: What happens if I return a proxy card without voting instructions? A: If you properly execute and return a proxy or voting instruction form, your stock will be voted as you specify. 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 thesay-on-pay vote, (iii) with respect to thesay-on-frequency vote, in favor of holding asay-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. Q: How does Tidewater recommend I vote on each proposal? What vote is required to approve each proposal? What effect do abstentions and brokernon-votes have on each proposal? A: The following chart explains what your voting options are with regard to each matter proposed for a vote at the annual meeting, how we recommend that you vote, what vote is required for that proposal to be approved, and how abstentions and brokernon-votes affect the outcome of that vote. Proposal Your Voting Options Voting Recommendation of the Board Vote Required for Approval Effect of Abstentions Effect of Broker Non-Votes Election of directors You may vote “FOR” or “AGAINST” each nominee or choose to “ABSTAIN” from voting. The board recommends you vote FOR each of the seven nominees. each nominee is elected by a majority of votes cast no effect no effect Say-on-pay vote (advisory) You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting. The board recommends you vote FOR approval of our executive compensation as disclosed in this proxy statement. affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter will count as a vote AGAINST this proposal no effect Say-on-frequency vote (advisory) You may vote in favor of holding a say-on-pay vote every “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or you may “ABSTAIN” from voting. The board recommends you vote in favor of holding a say-on-pay vote every ONE YEAR. plurality of the votes cast no effect no effect Ratification of our selection of Deloitte & Touche as our auditors You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting. The board recommends you vote FOR ratification of our selection of auditors. affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter will count as a vote AGAINST this proposal not applicable (this is a routine matter for which brokers have discretionary voting authority) 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 6 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. Q: Who pays for soliciting proxies? A: We pay all costs of soliciting proxies. In addition to solicitations by mail, we have retained Morrow & Co. to aid in the solicitation of proxies for our 2018 annual meeting at an estimated fee of $3,000. Our directors, officers, and employees, in the course of their employment and for no additional compensation, may request the return of proxies by mail, telephone, internet, personal interview, or other means. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting materials to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their reasonable expenses. Q: What is “householding”? A: Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. 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. Q: Could other matters be considered and voted upon at the meeting? A: Our board does not expect to bring any other matter before the annual meeting and it is not aware of any other matter that may be considered at the meeting. In addition, under our bylaws, the time has expired for any stockholder to properly bring a matter before the meeting. However, in the unexpected event that any other matter does properly come before the meeting, subject to applicable SEC rules, the proxy holder will vote the proxies in his discretion. Q: What happens if the meeting is postponed or adjourned? A: Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still have the right to change or revoke your proxy until it is voted. Q: When will the voting results be announced? A: We will announce preliminary voting results at the annual meeting. We will also disclose the voting results on a Form8-K filed with the SEC within four business days after the annual meeting, which will also be available on our website. SECURITY OWNERSHIPTABLE 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. Name and Address of Beneficial Owner    Amount and Nature of Beneficial Ownership     Percent of Class(1)   Prudential Financial, Inc.      2,660,614 (2)      10.9 %  751 Broad Street      Newark, New Jersey 07102      American International Group, Inc.      2,347,723 (3)      9.9 %  175 Water Street      New York, New York 10038      Northwestern Mutual Life Insurance Company      1,755,152 (4)      7.4 %  720 East Wisconsin Avenue      Milwaukee, Wisconsin 53202      Third Avenue Management LLC      1,675,730 (5)      7.1 %  622 Third Avenue, 32nd Floor,      New York, New York 10017      Wells Fargo & Company      1,558,299 (6)      6.6 %  420 Montgomery Street      San Francisco, California 94163      T. Rowe Price Associates      1,410,520 (7)      6.0 %  100 E. Pratt Street      Baltimore, Maryland 21202      (1) Based on 23,730,623 shares of common stock outstanding on March 9, 2018. (2) Based on a Schedule 13G filed with the SEC on February 9, 2018, by Prudential Financial, Inc., which has sole voting power and dispositive power over 1,995,111 shares, and shared dispositive power over 665,503 shares. Included in the total number of shares shown as beneficially owned are 755,974 shares acquirable within 60 days upon the exercise of warrants held by the beneficial owner. (3) Based on a Schedule 13G filed with the SEC on February 14, 2018, by American International Group, Inc., which reports sole voting and investment power over 2,341,223 shares (88,175 of which represent shares acquirable within 60 days upon the exercise of warrants) and shared voting and investment power over 6,500 shares. (4) Based on a Schedule 13G filed with the SEC on January 31, 2018, by Northwestern Mutual Life Insurance Company, which shares voting and dispositive power over all reported shares with its investment advisor and wholly-owned subsidiary, Northwestern Mutual Investment Management Company, LLC. (5) Based on a Schedule 13G filed with the SEC on February 14, 2018, by Third Avenue Management LLC, as investment adviser to several investment companies, reports sole voting and dispositive power over all reported shares. (6) Based on a Schedule 13G filed with the SEC on January 30, 2018, by Wells Fargo & Company (reporting ownership on a consolidated basis), which has sole voting and dispositive power over 1,558,070 shares and shared voting and dispositive power over the remaining 229 shares. (7) Based on a Schedule 13G filed with the SEC on February 14, 2018, by T. Rowe Price Associates, a registered investment advisor, which has sole voting power over 336,000 shares and sole dispositive power over all reported shares. CONTENTS​ 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. Name of Beneficial Owner    Amount and Nature of Beneficial Ownership      Percent of Class  of Common Stock(1)      Restricted Stock Units(2)   Directors          Thomas R. Bates, Jr.      0        *        5,870   Alan J. Carr      0        *        5,870   Randee E. Day      0        *        5,870   Dick Fagerstal      0        *        5,870   Steven L. Newman      0        *        5,870   Larry T. Rigdon(3)      9,875        *        5,870   John T. Rynd(3)      0        *        43,376   Named Executives(4)          Jeffrey M. Platt(3)      16,476 (5)       *        —     Quinn P. Fanning      5,153 (5)       *        194,366   Jeffrey A. Gorski      5,864 (5)       *        194,366   All directors and executive officers as a group (10 persons)      13,838 (6)       *        661,694   * Less than 1.0%. (1) Based on 23,730,623 shares of common stock outstanding on March 9, 2018, and includes for each person and group the number of shares that person or group has the right to acquire within 60 days of such date. (2) Reflects the number of restricted stock units held by each director or executive officer that will not vest within 60 days of March 9, 2018 and thus are not included in his or her beneficial ownership calculation. (3) Mr. Rynd was appointed as president, chief executive officer, and a director of our company effective March 5, 2018. Mr. Platt served as president, chief executive officer, and a director of the company until his retirement on October 15, 2017. Mr. Rigdon, a sitting director, served as our president and chief executive officer on an interim basis during the intervening five months. (4) Information regarding shares beneficially owned by Mr. Rigdon, who was a named executive for the 2017 transition period in addition to Messrs. Platt, Fanning, and Gorski, appears immediately above under the caption “Directors.” (5) The total number of shares shown as beneficially owned by each of these named executives includes the following: Named Executive    Shares Held in 401(k) Account      Shares Acquirable within 60 days upon Exercise of Series A Warrants      Shares Acquirable within 60 days upon Exercise of Series B Warrants         Held Directly      401(k) Account      Held Directly      401(k) Account   Mr. Platt      66        6,055        36        6,546        39   Mr. Fanning      52        1,869        29        2,020        31   Mr. Gorski      19        2,158        11        2,333        12   (6) Includes (a) 13,376 shares of our common stock that our current executive officers have the right to acquire within 60 days through the exercise of directly-held Series A or Series B warrants and (b) 275 shares attributable to such persons’ accounts in our 401(k) Savings Plan (147 of which are shares acquirable within 60 days through the exercise of Series A or Series B warrants). PROPOSAL 1: ELECTION OF DIRECTORS As provided by 2024 Director Nominations.   In analyzing director nominations, the Nominating & Corporate Governance Committee strives (i) to recommend candidates for director positions who will create a collective membership on the Board with varied experience and perspective; and (ii) to maintain a Board that reflects diversity, including but not limited to gender, ethnicity, background, and experience. Candidates should also demonstrate leadership, comprehend the role of a public company director, and exemplify relevant expertise, experience, and a substantive understanding of domestic and international considerations. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively given our bylaws, our directors are elected annually. We currently have seven directors, six of whom were selected to serve on our board bybusiness and structure, thepre-bankruptcy lenders Nominating & Corporate Governance Committee and noteholders that were party to the RSA. Each of these six directors was appointed to our board effective July 31, 2017 by operationBoard assess the information summarized in each of the Restructuring Plan. The seventhdirectors’ individual biographies set forth in this Proxy Statement as well as the director John T. Rynd, was appointed to serve as our president, chief executive officer, and a director effective March 5, 2018. Uponskills matrix. Based upon the unanimous recommendation of the Nominating & Corporate Governance Committee, our nominatingBoard of Directors has nominated the following eight directors for election at the 2024 Annual Meeting to hold office until the next annual meeting and corporate governance committee, our board hasre-nominated eachthe election or appointment of our seven current board members to serve another term as director. Each directortheir successors: Darron M. Anderson, Melissa L. Cougle, Dick H. Fagerstal, Quintin V. Kneen, Louis V. Raspino, Robert E. Robotti, Kenneth H. Traub, and Lois K. Zabrocky. All nominees are currently directors and were elected at the 2018 annual meeting will serve aone-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. 2023 Annual Meeting. We intend to vote the proxies received in response to this solicitation “FOR” the election of each of the nominees.nominee. 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.Board. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. Our boardBoard has no information or reason to believe that any nominee will not be a candidate at the time of the annual meeting2024 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 seveneight nominees. Majority Voting.Voting.   Our directors are elected by majority vote.vote of votes cast except in the event of a contested election, in which case a plurality standard will apply. Any director who stands forre-election in an uncontested election and who receives a greater number of “AGAINST” votes than “FOR” votes must tender his or hertheir resignation to the board. Our board’s nominating and corporate governance committeeBoard. The Nominating & Corporate Governance Committee of the Board is required to promptly consider and recommend to our boardBoard whether to accept the tendered resignation. Our boardBoard 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’sBoard’s findings and final decision in a current report on Form8-K filed with the SEC. A copy of our Corporate Governance Policy,Guidelines, which includes our majority voting policy in the event of an uncontested election, may be obtained as described under “Corporate Governance – Governance—Availability of Corporate Governance Materials.” Abstentions and brokernon-votes will have no effect on this proposal. Our board 7 TABLE OF CONTENTS Director Criteria, Qualifications, Experience and Tenure Summary of directors recommendsDirector Nominee Core Competencies and Composition The following chart summarizes the competencies that you vote “FOR”the Board considers valuable to effective oversight of Tidewater and illustrates how our Board’s director nominees individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill or experience, as we look to each ofdirector to be knowledgeable in these areas; rather, 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. indicator represents that the item is a core competency or material experience that contributed to the director’s nomination to the Board. ​ ​ ​ ​ ​ ​ Darron M. Anderson ​ ​ Melissa L. Cougle ​ ​ Dick H. Fagerstal ​ ​ Quintin V. Kneen ​ ​ Louis A. Raspino ​ ​ Robert E. Robotti ​ ​ Kenneth H. Traub ​ ​ Lois K. Zabrocky ​ ​ Total ​ ​ ​ Industry ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7/8 ​ ​ ​ Executive Leadership ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/8 ​ ​ ​ Accounting / Financial Reporting ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/8 ​ ​ ​ Finance / Capital Markets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/8 ​ ​ ​ Global Enterprise ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7/8 ​ ​ ​ Technology and Cybersecurity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/8 ​ ​ ​ Human Capital Management ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/8 ​ ​ ​ Environmental, Health, Safety and Sustainability ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/8 ​ ​ ​ Public Company Governance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/8 ​ ​ ​ Legal, Regulatory and Governmental Relations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5/8 ​ ​ ​ Risk Management ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/8 ​ 8 TABLE OF CONTENTS ​ ​ Independence ​ ​ ​ Age ​ ​ ​ Tenure ​ ​ ​ Diversity ​ ​ ​ ​ The Board has affirmatively determined that each director nominee, other than Mr. Kneen, is independent, making 88% of the Board independent. ​ ​ ​ The average age of the directors serving on our Board is 60 years. ​ ​ ​ The average tenure of director service on our Board is 4.7 years, which we believe reflects a balance of Company experience and new perspectives. ​ ​ ​ The Board recognizes the importance of having a diverse and broadly inclusive membership, with 38% of its members being diverse by gender or race/ethnicity. ​ ​ ​ ​ 88% independent ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 committeeNominating & Corporate Governance Committee and our boardBoard to determine that he or she should serve as a director for our company.Tidewater. The information in each biography is presentpresented as of March April 25, 2024. 9 2018. TABLE OF CONTENTS CURRENT DIRECTORS RENOMINATED FOR A NEW TERM ​ Darron M. Anderson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name, Age and Position ​ Independent Director Houston, Texas Age: 55 Director Since: September 2020 Tidewater Committees: Audit Nominating & Corporate Governance Other Current Public Boards: None Business and Leadership Experience, Skills, and Qualifications ​ ​ Tidewater Director since Thomas R. Bates, Jr., 68 Chairman Background Mr. Anderson has served on the Company’s Board of the Board Member of the Compensation Committee and Nominating and Corporate Governance Committee Business and Leadership Experience:Directors since September 2020. Mr. Bates has been an Adjunct Professor at the Neeley School of Business at Texas Christian University since January 2011 andAnderson currently serves as theCo-ChairPresident and Chief Executive Officer of the Advisory Board for theStallion Oilfield Holdings, Inc. From March 2017 until July 2021, he served as President, Chief Executive Officer and as a Director of Ranger Energy MBA Program. Mr. Bates began his career with Shell Oil CompanyServices, LLC (NYSE: “RNGR”), where he was responsible for aspectssuccessfully implementing and executing the company’s IPO on the NYSE in August 2017, as well as consolidating four entities to form the current Ranger Energy Services, known today as a market-leading well services company and Permian Basin wireline completion business. Mr. Anderson was previously an executive of drilling researchExpress Energy Services from 2004 through 2015, serving as its President and operations. He servedChief Executive Officer from 2008 to 2015. Subsequent to his time as President of the Anadrill division of Schlumberger Limited from 1992 to 1997,and Chief Executive Officer of Weatherford Enterra, Inc.Express Energy Services, Mr. Anderson evaluated potential acquisition opportunities from 19972015 to 1998, Senior Vice President2016, and Discovery Group Presidentconsulted for Littlejohn & Co., LLC from 2016 to 2017, and for CSL Capital Management, L.P. during 2017. Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1991 holding positions of Baker Hughes Incorporatedincreasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to 2000,pursue an entrepreneurial career in oil field services where he has spent the last 25 years building successful service organizations focused on land and Managing Directoroffshore drilling, completion and Senior Advisorproduction operations. Mr. Anderson holds a Bachelor of Lime Rock Partners from 2002 to 2012. Mr. Bates holds B.S.E., M.S.E., and Ph.D. degreesScience in MechanicalPetroleum Engineering from the University of Michigan. Texas at Austin. Relevant Skills and Expertise Mr. BatesAnderson brings to our Board extensive leadership experience in the energy industry, particularly in offshore and on land drilling, with an entrepreneurial spirit and mindset. He also provides significant accounting and capital market skills, assisting the Board with its responsibilities overseeing Tidewater’s financial reporting, mergers and acquisitions, and capital allocation. ​ 10 TABLE OF CONTENTS ​ Melissa L. Cougle ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Director Houston, Texas Age: 47 Director Since: January 2022 Tidewater Committees: Audit (Chair) Safety & Sustainability Other Current Public Boards: None ​ ​ Background Ms. Cougle has served on the Company’s Board of Directors since January 2022, and as Chair of the Audit Committee since June 2023. Ms. Cougle currently serves as Chairmanthe Chief Financial Officer of Ranger Energy Services, Inc. (NYSE: “RNGR”), an oil and Directorgas service provider. Prior to her current position, Ms. Cougle served as the Senior Vice President and Chief Financial Officer of both Independence Contract Drilling,Frank’s International N.V., a global oilfield services company specializing in well construction services from May 2019 to November 2021, leading its strategic efforts and the finance and technology organizations through the completion of its merger with Expro Group (NYSE: “XPRO”). Prior to Frank’s International, Ms. Cougle served as the Chief Financial Officer of National Energy Services Reunited (NASDAQ: “NESR”), an oilfield services provider with operations focused in the Middle East and North Africa, where she led the company through its first year as a public entity. Prior to her experience as a CFO, Ms. Cougle worked for 13 years at Ensco plc, a global offshore drilling contractor, and its legacy company, Pride International Inc., holding positions of increasing responsibility throughout her tenure across the finance, accounting and Vantage Drilling International. Heinformation technology groups. Prior to her departure, she served as Vice President and Treasurer and Vice President of Integration. Ms. Cougle also serves on the boardsAdvisory Board of Alacer Gold Corporation, TETRA Technologies, Inc.the Energy Workforce and Wellflex Energy Partners, LLC. He previously servedTechnology Council representing companies in the energy services sector where she serves as Board Liaison for matters concerning ESG with a particular focus on diversity and inclusion. Ms. Cougle began her career in the boardsconsulting and assurance practice of FTS International Inc.,T-3 Energy Services, Inc., Hercules Offshore, Inc.Arthur Andersen LLP serving multiple clients in various industries with a focus on industrials and NATCO Group, Inc. energy. Her consulting group later became the founding employees of the Protiviti, a management consulting firm. Ms. Cougle earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed CPA in the State of Texas. Relevant Skills and Qualifications:    With more than 35 years ofExpertise Ms. Cougle brings to our Board both executive and board-level leadershipfinancial proficiency, including managing companies with significant oilfield operations, as well as prior experience in the oilmergers and gas industry, Mr. Bates brings valuable insightacquisitions. Her expertise contributes to our board. His extensive knowledge of the industryBoard’s effectiveness in dealing with ongoing technological, financial, operational, and decades of board service to publicly-traded, multinational companies make Mr. Bates well-qualified to lead our board. ESG matters. ​ 11 TABLE OF CONTENTS ​ Dick H. Fagerstal 2017​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alan J. Carr, 48 Chairman of the Board New Canaan, Connecticut Age: 63 Director Since: July 2017 Tidewater Committees: Audit Nominating and& Corporate Governance Committee and Member of the Compensation Committee Safety & Sustainability Other Current Public Boards: Valaris Limited ​ Business and Leadership Experience:    Mr. Carr has served as the Chief Executive Officer and Managing Member of Drivetrain, LLC, a fiduciary services firm which supports the investment community, since 2013. Mr. Carr practiced as a corporate restructuring attorney at Ravin, Sarasohn, Baumgarten, Fisch & Rosen from 1995 to 1997 and at Skadden, Arps, Slate, Meagher & Flom LLP from 1997 to 2003. From 2003 to 2013, he served as the Managing Director at Strategic Value Partners LLC, an investment manager for hedge funds and private equity funds. Mr. Carr holds a B.A. in Economics from Brandeis University and a J.D. from Tulane Law School. Mr. Carr currently serves on the boards of Kaupthing ehf, Verso Corporation, Midstates Petroleum Company, Atlas Iron Limited, and Fieldwood Holdings LLC (a portfolio company of Riverstone Holdings LLC). He previously served on the boards of LightSquared Inc. and LightSquared LLP. Skills and Qualifications:    Mr. Carr brings to our board significant experience with corporate restructurings. In addition, our board benefits from the significant financial and investment knowledge he has acquired through his experience with private equity investment. Mr. Carr’s corporate governance expertise and legal background contribute to our board’s ability to evaluate the risks and corporate opportunities in our industry. ​ 2017 Name, Age and Position Business and Leadership Experience, Skills, and Qualifications Tidewater Director since Randee E. Day, 69 Member of the Audit Committee and Nominating and Corporate Governance Committee Business and Leadership Experience:    Ms. Day has served as the Chief Executive Officer of Goldin Maritime, LLC, since 2016. She previously led the boutique restructuring and advisory firm Day & Partners, LLC from 2011 to 2016; and in 2011, she served as the interim Chief Executive Officer of DHT Maritime, Inc. Ms. Day served as a Managing Director at the Seabury Group, a transportation advisory firm from 2004 to 2010, where she led the maritime practice and was the Division Head of JP Morgan’s shipping group in New York from 1978 to 1985. Ms. Day currently serves as a director on the boards of Eagle Bulk Shipping Inc. and International Seaways, Inc. She has previously served on the boards of numerous public companies, including TBS International Ltd., Ocean Rig ASA, DHT Maritime Inc. and Excel Maritime. Ms. Day is a graduate of the School of International Relations at the University of Southern California and undertook graduate business studies at The George Washington University. In December 2014, she graduated from the Senior Executives in National and International Security Program at the Kennedy School at Harvard University. Skills and Qualifications:    Ms. Day has considerable executive management, business development, and corporate restructuring experience. Her expertise in many aspects of the maritime transportation industry adds significant value to our board’s knowledge base. 2017 Dick Fagerstal, 57 Chairman of the Audit Committee Business and Leadership Experience:    Background Mr. Fagerstal has served on the Company’s Board of Directors since July 2017 and as Chairman of the Board since June 2023. Mr. Fagerstal previously served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a subsea cable installation and maintenance business operating globally in the telecoms, offshore renewables, and oil and gas sectors, from February 2020 to March 2023. From 2014 to 2020, Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, and Executive Chairmanwhich was the prior owner of Global Marine Systems Ltd. since 2014. He previouslythe business. Since April 2021, Mr. Fagerstal has served as an independent director on the Board of Valaris Limited (NYSE: “VAL”), an offshore drilling service company with headquarters in Bermuda, where he also serves as Chair of the Audit Committee and as a member of the Safety & Sustainability Committee. He also served as an independent director of Frontier Oil Corporation. He served in the Royal Swedish Army (Special Forces)Corporation, Manila, Philippines from 19792014 to 1983.2017. Mr. Fagerstal was previously employed by Seacor Holdings, Inc. serving asheld the positions of Senior Vice President, Finance & Corporate Development from 2003 to 2014 and as Vice President Finance & Treasurer from 20021997 to 2003.2003 at SEACOR Holdings Inc. (NYSE: “CKH”). Mr. Fagerstal served asheld the positions of Executive Vice President, Chief Financial Officer and directorDirector of Era Group Inc. (NYSE: “ERA”) from 2011 to 2012. Mr. Fagerstal2012 and was the Senior Vice President, and Chief Financial Officer, and directorDirector of Chiles Offshore Inc. (AMEX: “COD”) from 1997 to 2002 and2002. From 1986 to 1997, Mr. Fagerstal served as a senior banker at DNB ASA in various positions at DnB NOR Bank ASA from 1986New York with a focus on the maritime and energy services industries. Prior to 1997.his business career, Mr. Fagerstal receivedserved as an officer in the Special Air Service unit of the Swedish Special Forces from 1979 to 1983. Mr. Fagerstal earned a B.S. in Economics and Law from the University of Gothenburg in 1984 and an M.B.A. in Finance, as a Fulbright Scholar, from New York University in 1986. University. Skills and Qualifications:    Qualifications Mr. Fagerstal brings a strong business, finance and accounting background to our board.Board. Given the nature and scope of our operations, his extensive international business experience and considerable knowledge of the energy industryand maritime industries contributes to our board’sBoard’s collective ability to monitor the risks and challenges facing our company. Tidewater. 2017 ​ 12 TABLE OF CONTENTS ​ Quintin V. Kneen ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name, Age and Position ​ Business and Leadership Experience, Skills, and Qualifications Tidewater Director since Steven L. Newman, 53 Chairman of the Compensation Committee and Member of the Audit Committee Business and Leadership Experience:    Mr. Newman served as the President & Chief Executive Officer at Transocean Ltd. from March 2010 to February 2015 Houston, Texas Age: 58 Director Since: September 2019 Tidewater Committees: None Other Current Public Boards: None ​ ​ Background Mr. Kneen was appointed President, CEO and as President from May 2008 to February 2015. He served as the Chief Operating OfficerDirector of Transocean Ltd. from May 2008 toTidewater in September 2019. From November 2009 and held various other positions with Transocean beginning in 1994. Prior to working with Transocean,2018 until his appointment, he served as aExecutive Vice President and Chief Financial AnalystOfficer at Chevron from 1992 to 1994, and was a Reservoir Engineer with Mobil E&P, US from 1989 to 1990. Mr. Newman currently serves as a directorTidewater, following its acquisition of Dril-Quip,GulfMark Offshore Inc. and ofSNC-Lavalin Group Inc. He previously, where he served as a director of Transocean Ltd. and of Bumi Armada Berhad. Mr. Newman received a B.S. in Petroleum Engineering from the Colorado School of Mines and an MBA from the Harvard University Graduate School of Business. Skills and Qualifications:    Mr. Newman has considerable operational and executive leadership experience in the energy sector. He brings extensive management and business experience to our board as well as a deep understanding of complex issues facing publicly-traded companies in the offshore oilfield services industry. 2017 Larry T. Rigdon, 70 Business and Leadership Experience:    Mr. Rigdon, who was initially appointed to serve as an independent director in connection with the Restructuring, served as our interim President and Chief Executive Officer between October 16, 2017 and March 5, 2018. He has nearly 40 years of experiencesince June 2013. Mr. Kneen joined GulfMark in the offshore oil and gas industry. Mr. Rigdon worked as a consultant for FTI Consulting from 2015 to 2016 and for Duff and Phelps, LLC from 2010 to 2011. He servedJune 2008 as the ChairmanVice President—Finance and Chief Executive Officer of Rigdon Marine from 2002 towas named Senior Vice President—Finance and Administration in December 2008. Previously at Tidewater, Mr. Rigdon servedHe was subsequently appointed as anthe Company’s Executive Vice President from 2000 to 2002, a Senior Vice President from 1997 to 2000, and a Vice President from 1992 to 1997. Before working at Tidewater,Chief Financial Officer in June 2009 where he servedworked until his appointment as Vice President at Zapata Gulf Marine from 1985 to 1992, and in various capacities, including Vice President of Domestic Divisions from 1983 to 1985, at Gulf Fleet Marine from 1977 to 1985. Mr. Rigdon currently serves as a director of Professional Rental Tools, LLC. He formerly served as a director of Jackson Offshore Holdings, Terresolve Technologies, Gulfmark Offshore, and Rigdon Marine. Skills and Qualifications:Mr. Rigdon has considerable leadership experience in the maritime transportation industry and brings to our board a thorough understanding of the strategic and operational challenges facing our company specifically and our industry overall. His experience founding new businesses provides an entrepreneurial viewpoint and his successful completion of mergers and acquisitions contributes to the board’s ability to evaluate those opportunities. 2017 Name, Age and Position Business and Leadership Experience, Skills, and Qualifications Tidewater Director since John T. Rynd, 60 Business and Leadership Experience:    Mr. Rynd was appointed to serve as our president, chief executive officer, and a director effective March 5, 2018. He served as an outside director of Hornbeck Offshore, Inc. from 2011 to February 2018. From 2008 through 2016, Mr. Rynd served as President, Chief Executive Officer, andOfficer. In May 2017, GulfMark filed a director of Hercules Offshore, Inc., a publicly traded global provider of offshore contract drilling and liftboat services (“Hercules”). On August 13, 2015, Hercules and certain of its subsidiaries filed voluntary petitionspetition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On November 6, 2015, Hercules14, 2017, GulfMark emerged from bankruptcy. OnBefore his tenure at GulfMark, Mr. Kneen was Vice President, Finance & Investor Relations for Grant Prideco, Inc., serving in executive finance positions at Grant Prideco from June 5,2003 until June 2008. Prior to joining Grant Prideco, Mr. Kneen held executive finance positions at Azurix Corp. and was an Audit Manager with the Houston office of Price Waterhouse LLP. He holds an M.B.A. from Rice University and a B.B.A. in Accounting from Texas A&M University, and he is a Certified Public Accountant and a Chartered Financial Analyst. Relevant Skills and Expertise Mr. Kneen brings to our Board significant executive management experience and industry knowledge from his roles as the Chief Executive Officer and Chief Financial Officer of two different public companies in our industry. As a Certified Public Accountant and Chartered Financial Analyst, he has a sophisticated understanding of financial and accounting matters. In addition, in his position as our President and Chief Executive Officer, Mr. Kneen serves as a valuable liaison between our Board and the management team. ​ 13 TABLE OF CONTENTS ​ Louis A. Raspino ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Director Houston, Texas Age: 71 Director Since: November 2018 Tidewater Committees: Audit Compensation & Human Capital (Chair) Other Current Public Boards: Forum Energy Technologies ​ ​ Background Mr. Raspino has served on the Company’s Board of Directors since November 2018 and currently serves as the Chair of the Compensation & Human Capital Committee. Mr. Raspino’s career has spanned over 40 years in the energy industry, most recently as Chairman of Clarion Offshore Partners, a partnership with Blackstone that served as its platform for pursuing worldwide investments in the offshore oil and gas services sector, from October 2015 until October 2017. Mr. Raspino served as President, Chief Executive Officer and a director of Pride International, Inc. from June 2005 until the company merged with Ensco plc in May 2011, and as its Executive Vice President and Chief Financial Officer from December 2003 until June 2005. From July 2001 until December 2003, he served as Senior Vice President, Finance and Chief Financial Officer of Grant Prideco, Inc. and from February 1999 until March 2001, he served as Vice President of Finance at Halliburton. Prior to joining Haliburton, Mr. Raspino served as Senior Vice President at Burlington Resources, Inc. from October 1997 until July 1998. From 1978 until its merger with Burlington Resources, Inc. in 1997, he held a variety of positions at Louisiana Land and Exploration Company, most recently as Senior Vice President, Finance and Administration and Chief Financial Officer. Mr. Raspino previously served as an independent director of Chesapeake Energy Corporation and chairman of its audit committee from March 2013 until March 2016, Hercules againand as a director of Dresser-Rand Group, Inc., where he served as chairman of the compensation committee and member of the audit committee, from December 2005 until it was acquired by Siemens AG in June 2015. He has served as a director of Forum Energy Technologies (NYSE: “FET”), a global oilfield products company, since January 2012 and currently serves as the chairman of its compensation committee. Mr. Raspino also currently serves on the board of American Bureau of Shipping (ABS), where he is a member of the audit and compensation committees. Mr. Raspino served as Chairman of the GulfMark board from November 2017 until consummation of the business combination with Tidewater in November 2018. Relevant Skills and Expertise Having served in executive leadership roles at several energy companies, including both the Chief Executive Officer and Chief Financial Officer positions, Mr. Raspino brings in-depth operational and financial expertise to our Board. In addition, his current service on a variety of oil and gas industry boards provides our Board with key and timely insights into industry conditions and trends. ​ 14 TABLE OF CONTENTS ​ Robert E. Robotti ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Director New York, New York Age: 70 Director Since: June 2021 Tidewater Committees: Compensation & Human Capital Safety & Sustainability Other Current Public Boards: AMREP Corporation Pulse Seismic Inc. Former Public Boards During Past Five Years: PHX Minerals Inc. PrairieSky ​ ​ Background Mr. Robotti has served on the Company’s Board of Directors since June 2021. Mr. Robotti has been the president of Robotti & Company Advisors, LLC (a registered investment advisor) and Robotti Securities, LLC, formerly known as Robotti & Company, LLC (a registered broker-dealer), and their predecessors, since 1983. He has been the Managing Director (and previously, managing member) of Ravenswood Management Company, LLC (and its predecessor) since 1980, which serves as the general partner of The Ravenswood Investment Company, L.P. and Ravenswood Investments III, L.P. Mr. Robotti served as a portfolio manager of Robotti Global Fund, LLC, a global equity fund, from 2007 to March 2015. Since December 2007, he has served as a director and currently serves as Chairman of the Board of Pulse Seismic Inc. (TSX: “PSX”), the leading seismic library data provider to the western Canadian energy sector; and since September 2016, he has served on the Board of Directors of AMREP Corporation (NYSE: “AXR”), a real estate business focused in New Mexico. From October 2019 through April 2023, Mr. Robotti served on the Board of PrairieSky (TSX: “PSK”), which acquires and manages petroleum and natural gas royalty properties in Canada; from 2004 to May 2020, he was a director of PHX Minerals Inc. (NYSE: “PHX”), formerly known as Panhandle Oil & Gas Inc., and Panhandle Royalty Company, a diversified minerals company; and from 2012 until just prior to the completion of its merger with Stock Building Supply Holdings, Inc. on December 1, 2015, he was a director of BMC Building Materials Holding Corporation, a construction supply company. In addition, Mr. Robotti serves on the boards of many non-profit organizations where he generously donates his time and expertise. Mr. Robotti was a member of the SEC’s Advisory Committee on Smaller Public Companies from 2005 to 2006, which was established to examine the impact of Sarbanes-Oxley, as well as other aspects of federal securities law, and also served on its corporate governance subcommittee. He worked in public accounting before coming to Wall Street and is currently an inactive CPA. Mr. Robotti holds a B.S. from Bucknell University and an M.B.A. in Accounting from Pace University. Relevant Skills and Expertise Mr. Robotti’s extensive experience in the investment business as the owner of a registered broker-dealer and a registered investment advisor, as a portfolio manager and as a director of public companies engaged in the energy business, as well as other industries, makes him a valuable asset to our Board. ​ 15 TABLE OF CONTENTS ​ Kenneth H. Traub ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Director Boca Raton, Florida Age: 62 Director Since: November 2018 Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance (Chair) Other Current Public Boards: American Rare Earths Edgio, Inc. Former Public Boards During Past Five Years: Athersys, Inc. DSP Group, Inc. Immersion Corporation Intermolecular, Inc. ​ ​ Background Mr. Traub has served on the Company’s Board of Directors since November 2018 and currently serves as the Chair of the Nominating & Corporate Governance Committee. Mr. Traub has served as the Managing Partner of Delta Value Group, LLC, an investment firm, since 2019, and the Managing Partner of Delta Value Advisors, LLC, a consulting firm, since 2020. Mr. Traub served as a Managing Partner of Raging Capital Management, LLC, a diversified investment firm, from December 2015 to January 2019. He previously served as President and Chief Executive Officer of Ethos Management, LLC from 2009 through 2015. From 1999 until its acquisition by JDS Uniphase Corp. (JDSU) in 2008, Mr. Traub served as President and Chief Executive Officer of American Bank Note Holographics, Inc. (ABNH), a leading global supplier of optical security devices for the protection of documents and products against counterfeiting. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications. Mr. Traub currently serves on the board of American Rare Earths (ASX: “ARR”), a leading U.S. based supplier of rare earth elements, and serves as Chairman of the Board of Edgio, Inc. (NASDAQ: “EGIO”), a leading provider of solutions that enable communications and media companies to optimize their digital content delivery and allow e-commerce, banking, and other interactive-heavy applications to improve their customer experiences. Mr. Traub has previously served on the boards of numerous public companies including (i) MIPS Technologies, Inc., a provider of industry-standard processor architectures and cores, from 2011 until the company was sold in 2013; (ii) iPass, Inc. (NASDAQ: “IPAS”) from 2009 to 2013; (iii) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014; (iv) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until the company was sold in 2015; (v) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (vi) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vii) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until the company was sold in 2017; (viii) Intermolecular, Inc., an innovator in materials sciences, from 2016, and as chairman from 2018 until the company was sold in 2019; (ix) Immersion Corporation (NASDAQ: “IMMR”), a leading provider of haptics technology, from 2018 to 2019; (x) Athersys, Inc. (NASDAQ: “ATHX”), a biotechnology company, from 2012 to 2016, 2020 and February 2021 through October 2022; and (xi) DSP Group, Inc. (NASDAQ: “DSPG”), a leading supplier of wireless chipset solutions for converged communications, from 2012 to 2021 and as Chairman from 2017 until the company was sold in 2021. Mr. Traub served as a member of the GulfMark Inc. board from November 2017 until consummation of its business combination with Tidewater in November 2018. Mr. Traub received the Certified Director designation from the National Association of Corporate Directors in 2023. Mr. Traub is also active in the Young Presidents Organization and World Presidents Organization, leading global networks of business leaders, having served as Chapter Chairman and Education Chairman. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. from Harvard Business School. Relevant Skills and Expertise Mr. Traub’s qualifications to serve on our Board include his extensive and diverse business management experience and expertise. In addition, he contributes to our Board’s effectiveness in strategic, financial, operational, and governance matters. ​ 16 TABLE OF CONTENTS ​ Lois K. Zabrocky ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Director New York, New York Age: 54 Director Since: July 2020 Board & Committee Membership: Compensation & Human Capital Safety & Sustainability (Chair) Other Current Public Boards: International Seaways, Inc. ​ ​ Background Ms. Zabrocky has served on the Company’s Board of Directors since July 2020 and currently serves as the Chair of the Safety & Sustainability Committee. Ms. Zabrocky has served as President, Chief Executive Officer, and a Director of International Seaways, Inc. (NYSE: “INSW”) since its spin-off from Overseas Shipholding Group, Inc. (OSG) in November 2016 and was President of INSW from August 2014. INSW owns and operates 84 deep sea tankers and owns 80% of two floating storage and offloading vessels. Prior to the spin-off, Ms. Zabrocky served in various roles at OSG over a career of more than 25 years, most recently as Senior Vice President and Head of the International Flag Strategic Business Unit of OSG with responsibility for the strategic plan and profit and loss performance of OSG’s international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. In November 2012, OSG filed a voluntary petitionspetition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On December 2, 2016, Hercules’ assets were transferred to the HERO Liquidating Trust, and the common stock was canceled pursuant to its chapter 11 plan. Prior to his time with Hercules, Mr. Rynd spent 11 years with Noble Drilling Services, Inc., where he served in a variety of management roles. Earlier in his career, he served in various roles of increasing levels of responsibility with Chiles Offshore and Rowan Companies. Mr. RyndDelaware, emerging from bankruptcy on August 5, 2014. Ms. Zabrocky served as ChairmanSenior Vice President of OSG from June 2008 through August 2014, when she was appointed as Co-President of OSG and Head of the National Ocean Industries Association (NOIA)International Flag Strategic Business Unit of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit of OSG from2014-15 May 2011 until her appointment as the Head of International Flag Strategic Business Unit and currentlyas the Head of International Product Carrier and Gas Strategic Business Unit for over four years prior to May 2011. Ms. Zabrocky served as a director of INSW from November 2011 through November 2016 while it was a wholly owned subsidiary of OSG. Ms. Zabrocky began her maritime career sailing as a third mate aboard a U.S. flag chemical tanker. She received her Bachelor of Science degree from the United States Merchant Marine Academy, holds anEx-Officio position on the Executive Committee. He currently serves on the board of directors of Fieldwood Holdings LLC (a portfolio company of Riverstone Holdings LLC), which is focused on the acquisitiona Third Mate’s license and development of conventional oilhas completed Harvard Business School’s Program for Strategic Negotiations and gas assetsits program in North America, including the Gulf of Mexico. Finance for Senior Executives programs. Relevant Skills and Qualifications:Mr. Rynd’s many years of executive and board level leadership make him an ideal person to serve on our board. Given the variety of leadership roles he has held over his career, Mr. RyndExpertise Ms. Zabrocky brings to the boardour Board significant executive, strategic and operational experience, including managing a deep understandingcompany with broad international operations. Her expertise in many aspects of the operations of a publicly-traded company in the offshore oilfield services industry. In addition, in his position asmaritime transportation industry adds significant value to our presidentBoard’s Maritime Industry knowledge and chief executive officer, Mr. Rynd serves as a valuable liaison between our board and management team. strategic focus. 2018 ​ ​ THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE EIGHT NOMINEES FOR DIRECTOR LISTED ABOVE. ​ ​ ​ 17 TABLE OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE SEVEN NOMINEES FOR DIRECTOR LISTED ABOVE. CONTENTS​ CORPORATE GOVERNANCE Our Corporate Governance Framework Our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), Second Amended and Restated By-laws (“Bylaws”), and Board adopted Corporate Governance Guidelines and committee charters (collectively, the “Corporate Governance Policies”), establish Tidewater’s governance framework. These Corporate Governance Policies address the structure and operation of the Board, including matters related to the committees of the Board; director independence; tenure; outside board memberships; the role of the Board’s Chairman and Lead Independent Director (if any); director stock ownership; and the Board, committee and director performance evaluations. The Corporate Governance Policies are reviewed and updated periodically, considering changing regulations, evolving best practices and shareholder feedback. These Corporate Governance Policies and other governance related policies are available on our website at www.tdw.com/investors/governance. Size and Term of Board Under the provisions of our Certificate of Incorporation and Bylaws of the Company, the total number of directors constituting the Board may range from five or more members, as determined from time to time by resolution of the Board. The current size of the Board is set at eight, reflecting the Board’s current view of its optimal size. Each director will serve for a term of one year, ending on the date of the next Annual Meeting of Shareholders following the date of such director’s election or appointment; provided that the term of each director will continue until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification, or removal. Any director may resign by delivering a resignation in writing or by electronic transmission to the Company, which will be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Process for Identifying, Nominating Process and Considerations.    Adding Directors Our Nominating & Corporate Governance Committee identifies, screens, and recommends director candidates for nomination to the Board. Candidates are evaluated in light of the then existing composition of the Board and the background and areas of expertise of existing directors and potential nominees. The nominatingNominating & Corporate Governance Committee evaluates Board composition regularly and corporate governance committee is responsible for reviewing and evaluating with our board the appropriateidentifies skills, experience, and background desired of board members incapabilities desirable for new directors given the context of ourCompany’s 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 boardstrategy. The Committee 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 haveformerly adopted specific criteria for selecting director nominees, preferring to maintain needed flexibility; however, the flexibilityBoard strives 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 experience, skills and expertise in suchthe following broad areas as: areas: • strategic planning and business development; ​ • mergers and acquisitions; ​ • legal and regulatory compliance; ​ • finance and accounting matters; ​ • industry experience and knowledge (particularly in the energy services and maritime sectors), includinghands-on operational experience; ​ • demonstrated leadership of large, complex organizations; ​ 18 TABLE OF CONTENTS • corporate governance; ​ • public company board service; and ​ • international business. ​ The Nominating & Corporate Governance Committee will identify a diverse pool of potential director candidates using multiple sources such as independent search firms, director recommendations, and shareholder recommendations. Potential candidates are comprehensively reviewed and are the subject of rigorous discussion during the Nominating & Corporate Governance Committee meetings and Board meetings. The candidates that emerge from this process are interviewed by members of the Nominating & Corporate Governance Committee and other Board members. During these meetings, directors assess candidates based on their skills and experience, their personal attributes, and their expected contribution to the current mix of competencies and diversity of the Board. At the same time due diligence is conducted, and the Chairman of the Nominating & Corporate Governance Committee solicits feedback from other Board members and persons outside the Company. The Nominating & Corporate Governance & Committee recommends potential directors to the Board for approval. The Committee also considers any potential director nominees properly recommended by shareholders. If a director is being recommended to fill a current vacancy outside the Annual Meeting, the Board must approve the director’s appointment. Otherwise, our shareholders vote on the director nominees at the Annual Meeting. Each candidate is evaluatednew director undergoes a comprehensive onboarding process designed by our Nominating & Corporate Governance Committee to ensure that he or she possesses personalhas a full understanding of the business and professional characterto allow the director to make meaningful contributions quickly. The onboarding process consists of a combination of one-on-one sessions with management and integrity,other Board members, site visits, written materials, 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 training. committee unanimously recommended each of these seven directors be nominated for an additionalone-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.Shareholders Our bylawsBylaws provide that a stockholderany of our companyshareholders entitled to vote for the election of directors may nominate candidates for election to our boardBoard at our annual meetingAnnual Meeting of stockholdersShareholders by complying with the required notice procedures, as described in greater detail below. The nominating and corporate governance committee’sNominating & Corporate Governance Committee’s policy is to consider director candidates recommended by stockholdersshareholders on the same basis and in the same manner as it considers all director candidates. No director candidates were recommended by stockholdersshareholders in time for consideration at the 2018 annual meeting.2024 Annual Meeting. To be timely for our 2019 annual meeting,2025 Annual Meeting, a stockholder’s noticeshareholder’s nomination must be given in writing and delivered or mailed to the company’sTidewater’s Secretary and received at our principal executive offices no earlier than January 1, 2019February 6, 2025 and no later than January 31, 2019. StockholderMarch 8, 2025. Shareholder recommendations of nominees are required to be accompanied by, among other things, specific information as to the nominees and as to the stockholdershareholder making the nomination or proposal. We 19 TABLE OF CONTENTS 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.Tidewater. A description of these requirements is set forth in the company’s bylaws,Tidewater’s Bylaws, which may be obtained as described under “Corporate Governance–Governance—​Availability of Corporate Governance Materials.” CORPORATE GOVERNANCE Director Continuing Education Our boardBoard and leadership team believe director education is vital to the ability of directors to fulfill their roles, and we reimburse directors for their expenses associated with their continuing education. All directors are members of the National Association of Corporate Directors and encouraged by our Board and Nominating & Corporate Governance Committee to participate annually in external continuing director education programs. Continuing director education programs are also provided during Board and committee meetings and other discussions as part of the formal meetings and as stand-alone information sessions outside of meetings. Among other topics, during 2023, our Board received technology and cybersecurity training, market and industry training, leadership development and team performance training, and during its international meetings, safety and cultural training. 20 TABLE OF CONTENTS Board Evaluation Process and Comprehensive Steps to Achieve Board Effectiveness The Board is committed to a rigorous self-evaluation process to assess the overall functioning, performance and effectiveness of the Board, its committees, and the individual non-employee directors. The Nominating & Corporate Governance Committee oversees this annual evaluation process. From time to time, these evaluations may be conducted using a third-party facilitator. The methodology for conducting Board and Committee self-evaluations is outlined in the chart below. Environmental, Social and Governance Highlights For over 65 years, Tidewater has been at the forefront of the global offshore service industry driven by a simple goal: to provide outstanding service to our clients through the quality of our vessels and our operational excellence. Our tradition of excellence has led us to become an industry leader in offshore support. In addition, our goal is to build a sustainable, resilient, and responsible company with environmental, social, and governance (ESG) policies as the cornerstone of our corporate mission. In 2022, to ensure dedicated focus and oversight of our sustainability efforts, our Board formed a stand- alone committee, now the Safety & Sustainability Committee, to oversee and support our safety and sustainability strategy, initiatives, and reporting. Other committees of the Board also are involved with the assessment and management of our ESG priorities through their oversight responsibilities, such as corporate governance, enterprise risk and talent management. For more information on the Safety & Sustainability Committee, please see the section entitled, “Composition and Role of Board Committees—​Safety & Sustainability Committee.” 21 TABLE OF CONTENTS Our commitment to ESG principles is reflected in our core values and in various ongoing initiatives, including the following: • maintaining the highest standards of business conduct and ethics by conducting our affairs in an honest and ethical manner with unyielding personal and corporate integrity at the foundation of our business; ​ • adhering to our core values and striving to continually improve our ESG systems and processes to enhance our performance; ​ • demonstrating integrity and respect for others by setting goals and objectives that enhance our commitment to a safe workplace; ​ • protecting the environment by focusing on operational efficiencies that promote the reduction of emissions through fuel and environmental monitoring; ​ • ensuring that the safety of our employees, as reported in industry-leading metrics, is our highest priority; ​ • actively embracing, valuing and encouraging the diversity of our directors, officers and employees and ensuring this culture remains an integral part of our employment and retention policies; ​ • communicating our expectation that Tidwater, including our suppliers, contractors, and employees, achieve and promote our sustainability initiatives and ESG principles; ​ • ensuring a positive community impact in the areas in which we operate; ​ • focusing on developing and implementing sustainable practices that promote human rights, health and well-being, fair dealing and compliance throughout our business; ​ • responsibly recycling vessels in a sustainable and socially-responsible manner, safeguarding the environment and human health and safety in accordance with applicable laws and regulations, including the 2009 “Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships,” the “Basel Convention on the Control of the Transboundary Movements of Hazardous Wastes and their Disposal” and, where applicable, EU and U.S. EPA Ship Recycling Regulation; and ​ • regularly and transparently reporting our ESG results in accordance with applicable laws and in accordance with the GRI framework and SASB industry standards, while continuously evaluating ways to improve our performance. ​ In March 2024, we published our 2023 Sustainability Report, in alignment with the SASB Marine Transportation Standard (2018), TCFD climate-related disclosure recommendations and GRI’s reporting standards. A review of Tidewater’s progress in 2023, including a summary of the materiality analysis completed in early 2023, current metrics, and future sustainability plans are included in the report. The report is available at www.tdw.com/sustainability/sustainability2023. Corporate Governance Guidelines Our Board 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 aGuidelines, which the Nominating & 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 PolicyCommittee reviews at least annually to assess the continued appropriateness of thosethese guidelines in light ofgiven any new regulatory requirements and evolving corporate governance practices. After this review, the committeeNominating & Corporate Governance Committee recommends any proposed changes to the Corporate Governance Policy to the full boardBoard for approval. Code of Business Conduct and Ethics.     Our boardBoard 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 22 TABLE OF CONTENTS and Ethics, companyanother Tidewater policy, or applicable law to report such activities to his or her supervisor or to our Chief Compliance Officer (Bruce D. Lundstrom,(Daniel A. Hudson, our Executive Vice President, General Counsel)Counsel and Corporate Secretary), eitheror directly or anonymously.anonymously through our online or toll-free phone hotline. 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’sTidewater’s SEC filings. These disclosure controls and procedures are designed to enhance the accuracy and completeness of the company’sTidewater’s SEC filings and, among other things, to ensure continued compliance with an applicable anti-corruption and bribery laws, including the Foreign Corrupt Practices Act. Communicating with Directors.    Stockholders Shareholders and other interested parties may communicate directly with our board,Board, thenon-management non- management directors, or any committee or individual director by writing to any one of them in care of our Corporate Secretary, at 6002 Rogerdale Road,842 West Sam Houston Parkway North, Suite 600,400, Houston, Texas 77072.77024. Our companyCorporate Secretary or the director contacted will forward the communication to the appropriate director. For more information regarding how to contact the members of our board,Board, please visit our website atwww.tdw.com/about-tidewater/corporate-governance/. Complaint Procedures for Accounting, Auditing and Financial Related Matters.     The audit committeeAudit Committee has established procedures for receiving, reviewing, and responding to complaints from any source regarding accounting, internal accounting controls and auditing matters. The audit committeeAudit Committee has also established procedures for the confidential and anonymous submission by employees of concerns regarding violations of our Code of Business Conduct and Ethics, including questionable accounting or auditing matters. Interested parties may communicate such complaints to the audit committeeAudit Committee chair byby: (1) 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 andabove or (2) anonymously through other procedures communicated and available to them. Weour ethics hotline, which can be found on our website at www.tdw.com/core-responsibilities/compliance-2/. As noted above, 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 certificateCertificate of incorporation, our bylaws, ourIncorporation, Bylaws, 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 atwww.tdw.com. 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 Corporate Secretary, 6002 Rogerdale Road,842 West Sam Houston Parkway North, Suite 600,400, Houston, Texas 77072. 77024. 23 TABLE OF CONTENTS​ 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, ourpre-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.Attendance During the 2017 transition period,2023 fiscal year, our boardBoard held ten10 meetings, including telephonicfour in-person meetings (six meetings of the predecessor board and four meetings of the current board).six virtual meetings. Each director attended at least 75%100% of the meetings of the boardBoard and of the committees on which he or she served during fiscal 2023. Given the portionsignificance of our global operations, the 2017 transition periodBoard periodically holds its in which he or she was a board member. person meetings at one of our international operating locations providing them with the opportunity to view the day-to-day operations and interact directly with the local management teams. Our boardBoard does not have a policy requiring director attendance at any special or annual meetings;meetings of shareholders; however, our board’sBoard’s practice is to schedule a board meeting on the same day as the annual meetingAnnual Meeting of stockholders in orderShareholders to facilitate director attendance at the annual meeting. Director Independence.    Our board has affirmatively determined that,Annual Meeting. All directors serving 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 areduring 2023 attended our 2023 Annual Meeting. Director Independence The Board has adopted Corporate Governance Guidelines and charters for the objective standardsAudit Committee, Compensation & Human Capital Committee, Nominating & Corporate Governance Committee and Safety & Sustainability Committee that include independence requirements for directors. These requirements conform to the independence requirements set forth in the corporate governanceapplicable NYSE listing standards ofand SEC rules. In addition to applying these requirements, the NYSE. InBoard considers all relevant facts and circumstances in making an independence determinations, our board evaluatesdetermination, including responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the company,Tidewater, and management. In its review of director independence, our boardBoard also considers any commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the companyTidewater or management of which it is aware. Our Board has affirmatively determined that all nominees for election at the 2024 Annual Meeting, other than Mr. Kneen who is the Company’s President & Chief Executive Officer, meet these independence requirements and that all members of the Board’s committees meet the relevant committee independence requirements. 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. Structure 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 theday-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 twothe roles of Chairman and Chief Executive Officer be separate; rather, our board’sBoard’s policy is to determine from time to time whether it is in the best interests of the companyTidewater and its stockholdersshareholders for the roles to be separate or combined. We believe that our boardBoard should have the flexibility to make these determinations in a way that will best provide appropriate leadership for our companyTidewater based on needs of the companyTidewater at that particular time. If we combine these Currently, the roles of Chairman and Chief Executive Officer are held by two different people. Mr. Fagerstal serves as our independent Chairman of the Board, and Mr. Kneen serves as our President and Chief Executive Officer. Our Board believes that, at this time, our current leadership structure best serves the interests of Tidewater and our shareholders. As our President and Chief Executive Officer, Mr. Kneen’s primary responsibilities are to manage the day-to-day business and to develop and implement Tidewater’s business strategy with the oversight of, and input from, the Board. As independent Chairman, Mr. Fagerstal’s responsibilities include (i) presiding at all meetings of the directors; (ii) working to assure that the Board functions effectively and meets its obligations and responsibilities; (iii) coordinating with the Chief Executive Officer in the future, or ifsetting of the board determines thatagenda and the chairman is otherwise not independent under NYSE standards,preparation and distribution of information packages and related matters for Board meetings; and (iv) serving as liaison between management and the board will elect a lead independent director at the same time that it elects its chairman. Board of Directors. 24 TABLE OF CONTENTS Executive Sessions of Non-Management and Independent Board Members.    The Our non-management and independent members of the board of directors meet in regularly-scheduledregularly scheduled executive sessions presided over by our chairman (or, ifindependent Chairman, Mr. Fagerstal. Prior to his appointment as Chairman in June 2023, Mr. Fagerstal served as our chairman is notLead Independent Director and presided over regularly scheduled executive sessions with only independent our lead independent director).directors in attendance. At the conclusion of each boardBoard meeting, thenon-management directors and independent directors have an opportunity to meet in executive session. Thenon-managementsession, and independent directors may schedule additional executive sessions throughout the year. During fiscal 2023, the 2017 transition period, thenon-management and independent members of our board (all of our directors except the individual then serving as chief executive officer)Board met tenfour 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 hasOversight The Board actively oversees Tidewater’s risk management, including routinely assessing Tidewater’s major risks and mitigation measures. In addition, the Board delegates to its committees the responsibility for overseeing certain types of risk, oversight, each of our boardas reflected in the chart below, and the committees oversees and evaluates risks associated with itsin turn report regularly to the Board on activities in their 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. oversight. 25 TABLE OF CONTENTS ​ Risk Oversight Highlight: Cybersecurity​ ​ ​ Our business requires the use of information technology (IT) and operational technology (OT) resources, including those to carry out our day-to-day operational activities both onshore and offshore, to maintain our business records and to proactively monitor internal and external cybersecurity threats. The Audit Committee of our Board oversees our cybersecurity risk management program and meets on a quarterly basis with our Chief Information Officer (CIO) to review our cybersecurity programs and risks, including (as applicable) evolving cyber risks, status on addressing and/or mitigating those risks, significant cybersecurity or data privacy incidents (if any), and status on any key cybersecurity initiatives. These cybersecurity risks and programs are further reviewed and considered by the Board in connection with the Company’s overarching enterprise risk program. ​ ​ To respond to cybersecurity risks and threats, we have developed a cybersecurity risk management program designed to identify, assess, manage and respond to cybersecurity incidents while also preserving the confidentiality, integrity and continued availability of our information and assets. The underlying controls of our cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the International Organization for Standardization (ISO) 27001 Information Security Management System Requirements. Using a risk-based prioritization approach, our management team focuses on securing our critical assets, updating our cybersecurity detection and prevention capabilities to the new threats, and maturing our compliance processes to protect our operations. As further described in our 2023 Annual Report, we have taken the following steps, among others, to address these risks: ​ ​ 1. Established a global cybersecurity operations center operating in multiple regions that monitors for cyber threats on a 24-hours a day, year round basis; ​ ​ ​ 2. Deployed endpoint detection and response; ​ ​ ​ 3. Decommissioned all physical data centers and migrated 100% to the cloud; ​ ​ ​ 4. Implemented enterprise-wide cybersecurity training, anti-phishing and awareness programs for our employees; and ​ ​ ​ 5. Conducted periodic audits and targeted risk assessments of our IT security capabilities to proactively identify and strengthen cyber defense operations. ​ ​ ​ Each member of the Audit Committee has completed the Cyber Risk Oversight Certificate Course offered by the National Association of Corporate Directors (NACD). Dick Fagerstal, our Chairman and a member of the Audit Committee, also completed the Harvard University course “Cybersecurity: The Intersection of Policy and Technology” in 2020. ​ 26 TABLE OF CONTENTS ​ Risk Oversight Highlight: Compensation​ ​ ​ Consistent with SEC disclosure requirements, the Compensation & Human Capital Committee performs an annual risk assessment of Tidewater’s compensation programs. Management has identified the elements of our compensation program that could incentivize management to take risks and has reported to the Compensation & Human Capital Committee its assessment of those risks and mitigating factors particular to each risk. The Compensation & Human Capital Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Tidewater. Some of the findings the committee considered in reaching this conclusion include: ​ ​ 1. our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions; ​ ​ ​ 2. the Company performance portion of our annual incentive plan is based on Company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking; ​ ​ ​ 3. our annual and long-term incentive plans have conservative payout caps; ​ ​ ​ 4. our compensation levels and performance criteria are subject to multiple levels of review and approval; ​ ​ ​ 5. we have an executive compensation recovery policy (“clawback”) and stock ownership guidelines for our executives; and ​ ​ ​ 6. our Policy Statement on Insider Trading prohibits hedging and pledging of Tidewater’s securities by all company insiders, including our executives. ​ ​ ​ Risk Oversight Highlight: Environmental, Safety & Sustainability​ ​ ​ The Board with the assistance of the Safety & Sustainability Committee oversees environmental, health, safety and sustainability matters as an integral part of its oversight of Tidewater’s strategy and enterprise risks. These matters are critical to the company’s strategic plans and, accordingly, are incorporated into regular Board and the Safety & Sustainability Committee meetings as well as the Board’s in-depth strategic review sessions. In addition, the Board’s committee structure is designed to provide the Board and its committees with the appropriate oversight of relevant ESG matters. For example, the Safety & Sustainability Committee reviews and monitors climate-related public policy trends and related regulatory matters and oversees Tidewater’s external reporting on sustainability matters, including climate-related risks and opportunities. ​ 27 TABLE OF CONTENTS​ COMPOSITION AND ROLE OF BOARD COMMITTEES Our boardBoard currently has threefour standing committees: audit, compensation,Audit; Compensation & Human Capital; Safety & Sustainability; 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. Nominating & Corporate Governance. Actions taken by our committees are reported regularly to the full board.Board. Each of our three committeesstanding committee is comprised entirely of independent directors and is governed by a written charter that is reviewed annually, andwith any changes approved by the full board.Board. A copy of each committee charter may be obtainedis available online or by mail as described in “Corporate Governance–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:      Board Committee      Audit    Compensation    Nominating  and Corporate Governance Thomas R. Bates, Jr.       X    X Alan J. Carr       X    Chair Randee E. Day    X       X Dick Fagerstal    Chair       Steven L. Newman    X    Chair    Larry T. Rigdon          John T. Rynd          Number of Meetings in 2017 Transition Period    7    5    3 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: fiscal 2023: Name ​ ​ Audit ​ ​ Compensation & Human Capital ​ ​ Nominating & Corporate Governance ​ ​ Safety & Sustainability ​ Darron M. Anderson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Melissa L. Cougle ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dick H. Fagerstal ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quintin V. Kneen ​ ​     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Louis A. Raspino ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Robert E. Robotti ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kenneth H. Traub ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lois K. Zabrocky ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Meetings in 2023: ​ ​ 8 ​ ​ 4 ​ ​ 4 ​ ​ 4 ​ ​ ​ ​ Committee Chair ​ ​ ​ ​ Committee Member ​ appointing and retaining our independent auditor; evaluating the qualifications, independence, and performance of our independent auditor; reviewing and approving all services (audit and permittednon-audit) to be performed by our independent auditor; reviewing with management and the independent auditor our audited financials; reviewing the scope, adequacy, and effectiveness of our internal controls; reviewing with management our earnings reports, quarterly financial reports and certain disclosures; reviewing, approving, and overseeing related party transactions; and monitoring the company’s efforts to mitigate the risk of financial loss due to failure of third parties. 28 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 Rule10A-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: overseeing our executive compensation program; reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and determining and approving the compensation of our executive officers, including cash and equity-based incentives; TABLE OF CONTENTS consideration of all substantive elements of our employee compensation package, including identifying, evaluating, and mitigating any risks arising from our compensation policies and practices; ensuring compliance with laws and regulations governing executive compensation; and ​ AUDIT COMMITTEE ​ ​ ​ Members: Melissa Cougle (Chair) Darron Anderson Dick Fagerstal Louis Raspino Meetings Held in 2023: 8 ​ ​ ​ Responsibilities: • Oversight of ​ ◦ the integrity of our financial statements ​ ◦ the qualifications and independence of our independent auditor ​ ◦ the performance of our internal audit function and independent auditor ​ ◦ our compliance with the legal and regulatory requirements in connection with the foregoing ​ • Review of and discussions with management and the independent auditor regarding the annual audited and quarterly financial statements of Tidewater and related earnings reports and disclosures ​ • Review and approve all services (audit and permitted non-audit) to be performed by our independent auditor, and discuss the scope and results of the audit with the independent auditor and matters required to be discussed by the Public Company Accounting Oversight Board ​ • Discuss with management the guidelines and policies by which management assesses and manages Tidewater’s exposure to risk, including a discussion of Tidewater’s third party, financial and cybersecurity risk exposures and the steps management has taken to monitor and mitigate such exposures ​ • Oversee matters relating to Tidewater’s Code of Business Conduct and Ethics ​ • Preparation of the Report of the Audit Committee (page 66) ​ Independence and Financial Expertise: • The Board has determined that each member of the Audit Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and audit committee members. ​ • The Board has concluded that each member of the Audit Committee is “financially literate” and that each of Mr. Fagerstal, Mr. Raspino and Ms. Cougle qualify as an “audit committee financial expert” within the meaning of SEC rules. ​ ​ ​ engaging in such other matters as may from time to time be specifically delegated to the committee by the board of directors. 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, Rule16b-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: assist our board by identifying individuals qualified to serve as directors of the company and recommending nominees to the board; 29 monitor the composition of our board and its committees; evaluate appropriate compensation levels and design elements of director compensation; TABLE OF CONTENTS recommend to our board a set of corporate governance guidelines for the company; oversee legal and regulatory compliance; ​ COMPENSATION & HUMAN CAPITAL COMMITTEE ​ ​ ​ Members: Louis Raspino (Chair) Robert Robotti Kenneth Traub Lois Zabrocky Meetings Held in 2023: 4 ​ ​ ​ Responsibilities: • Overall responsibility for approving and evaluating the executive compensation plans, policies and programs of Tidewater ​ • Review the performance of the CEO and determine CEO compensation based on this evaluation ​ • Review and approve the compensation of all other senior officers ​ • Oversee the assessment of risks related to Tidewater’s compensation policies and programs ​ • Administer Tidewater’s equity-based incentive compensation plans and periodically review the performance of the plans ​ • Periodic review and recommendations for director compensation ​ • Periodic review of talent development programs and human capital management ​ • Preparation of the Report of the Compensation Committee (page 48) ​ Independence: • The Board has determined that each member of the Compensation & Human Capital Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and compensation committee members. ​ ​ ​ annually review and set director compensation and benefits and review director education programs; and lead our board in its annual review of the board’s performance. 30 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. TABLE OF CONTENTS ​ SAFETY & SUSTAINABILITY COMMITTEE ​ ​ ​ Members: Lois Zabrocky (Chair) Melissa Cougle Dick Fagerstal Robert Robotti Meetings Held in 2023: 4 ​ ​ ​ Responsibilities: • Oversee and periodically review Company’s strategy, governance, policies, programs and practices related to safety and ESG matters, including related risks, liabilities and opportunities ​ • Review our annual Sustainability Report ​ • Oversee the establishment and implementation of any safety or ESG goals or metrics and monitor our performance against those goals or metrics ​ • Review updates from management regarding our compliance with applicable safety and ESG laws and regulations ​ • Review reports from management regarding the Company’s safety performance, including any material safety incident or safety audit ​ Independence: • The Board has determined that each member of the Safety & Sustainability Committee is independent within the meaning of the NYSE standards of independence for directors. ​ ​ ​ ​ NOMINATING & CORPORATE GOVERNANCE COMMITTEE ​ ​ ​ Members: Kenneth Traub (Chair) Darron Anderson Dick Fagerstal Meetings Held in 2023: 4 ​ ​ ​ Responsibilities: • Identify individuals qualified to become Board members ​ • Recommend to the Board director nominees ​ • Annually review and recommend to the Board any changes to the Corporate Governance Guidelines ​ • Recommend to the Board the committee nominees ​ • Recommend the Board committee structure, operations and Board reporting ​ • Oversee evaluation of Board performance ​ • Oversee CEO succession planning ​ Independence: • The Board has determined that each member of the Nominating & Corporate Governance Committee is independent within the meaning of the NYSE standards of independence for directors. ​ ​ ​ 31 TABLE OF CONTENTS​​ DIRECTOR COMPENSATION 2017 TRANSITION PERIOD 2023 DIRECTOR COMPENSATION TABLE This table reflects all compensation paid to or accrued by each personindividual who served as an independenta non- management director during our 2017 transition period (April 1—December 31, 2017). Therefore, this table does not include information forfiscal 2023. The compensation of Mr. Rynd,Kneen, who was appointedcurrently serves as our president, chief executive officer,President 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 RigdonChief Executive Officer, is disclosed in the 2017 Transition PeriodFiscal 2023 Summary Compensation Table in the section titled “Executive Compensation.”Table. A description of the elements of our director compensation program follows this table. Name of Director                            Fees Earned or Paid in Cash ($)      Equity Awards(1) ($)      Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) ($)      All Other Compensation(3) ($)      Total ($)   Current Directors                Thomas R. Bates, Jr.      44,463        168,763        —          —          213,226   Alan J. Carr      25,632        168,763        —          —          194,395   Randee E. Day      23,539        168,763        —          —          192,302   Dick Fagerstal      29,816        168,763        —          —          198,579   Steven L. Newman      29,816        168,763        —          —          198,579   Former Directors                M. Jay Allison      54,083        —          —          —          54,083   James C. Day      54,083        —          —          —          54,083   Richard T. du Moulin      60,583        —          14,248        —          74,831   Morris E. Foster      55,583        —          —          —          55,583   J. Wayne Leonard      54,083        —          27,115        —          81,198   Richard D. Paterson      59,083        —          —          —          59,083   Richard A. Pattarozzi      69,250        —          8,174        —          77,424   Robert L. Potter      55,583        —          —          —          55,583   Cindy B. Taylor      57,417        —          —          —          57,417   Jack E. Thompson      58,917        —          6,237        5,000        70,154   (1) The amount in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the time-based restricted stock units granted to each of our currentnon-employee directors for service through the first anniversary of his or her appointment (5,870 RSUs granted to each on September 12, 2017, which will vest on July 31, 2018). At the end of the 2017 transition period, these were the only equity awards held by our currentnon-employee directors (Messrs. Bates, Carr, Fagerstal, and Newman and Ms. Day). Only our current directors received equity awards during the 2017 transition period. None of our former directors held any equity awards as of December 31, 2017, as each began to receive payout of deferred stock units granted in prior years effective upon his or her July 31, 2017 departure from the board (see below under “Compensation Paid toNon-Employee Members of our Predecessor Board” for more information). ​ Name of Director ​ ​ Fees Earned or Paid in Cash(1) ($) ​ ​ Stock Awards(2) ($) ​ ​ All Other Compensation(3) ($) ​ ​ Total ($) ​ ​ Current Directors ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Darron M. Anderson(2) ​ ​ ​ ​ 86,452 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 8,811 ​ ​ ​ ​ ​ 220,222 ​ ​ ​ Melissa L. Cougle(2) ​ ​ ​ ​ 96,481 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 20,299 ​ ​ ​ ​ ​ 241,739 ​ ​ ​ Dick F. Fagerstal ​ ​ ​ ​ 159,000 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 6,644 ​ ​ ​ ​ ​ 290,603 ​ ​ ​ Louis A. Raspino ​ ​ ​ ​ 101,500 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 26,338 ​ ​ ​ ​ ​ 252,797 ​ ​ ​ Robert E. Robotti(2) ​ ​ ​ ​ 86,411 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 22,855 ​ ​ ​ ​ ​ 234,225 ​ ​ ​ Kenneth H. Traub ​ ​ ​ ​ 96,500 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 35,922 ​ ​ ​ ​ ​ 257,380 ​ ​ ​ Lois K. Zabrocky ​ ​ ​ ​ 96,500 ​ ​ ​ ​ ​ 124,959 ​ ​ ​ ​ ​ 15,337 ​ ​ ​ ​ ​ 236,796 ​ ​ (2) Amounts in this column reflect the change from the prior fiscal year in pension value for the four former directors who were participants in our legacy Director Retirement Plan (which was frozen and closed to new participants over a decade ago). As noted below under “Compensation Paid toNon-Employee Members of Predecessor Board,” each of these participants began receiving payouts under this program effective with his July 31, 2017 departure from the board. (3) This amount represents payments made during the 2017 transition period under our Gift Matching Program, which, as noted below under “Other Benefits,” was suspended for fiscal 2018. ​ (1) Under the Director Stock Election Program, Ms. Cougle (100% for the first half of 2023, aggregate date of stock issuance value equal to $23,981) and Messrs. Anderson (25% for the first half of 2023, aggregate date of issuance value equal to $5,952) and Robotti (100% for all of 2023, aggregate date of issuance value equal to $86,411) each elected to receive up to 100% of their cash compensation in shares of our common stock. ​ (2) Reflects the aggregate grant date fair value of 2,657 time-based restricted stock units or restricted stock awards granted to each director on June 26, 2023, computed in accordance with FASB ASC Topic 718, which will vest on the first anniversary of the date of grant, unless the director has elected to defer the vesting of the award in connection with our director stock deferral program. Each of Messrs. Anderson, Fagerstal and Raspino elected to defer the vesting of their respective 2023 RSU award until separation from service (within the meaning of Section 409A of the U.S. Internal Revenue Code). ​ (3) “All other compensation” includes the cost, if any, for a director’s spouse to travel internationally in connection with any in-person Board and Committee meetings and attend business-related activities where spousal attendance is expected or customary. ​ We currently use a combination of cash and equity-based compensation to provide competitive compensation for ournon-management directors and to enable them to meet their stock ownership guidelines. The form and amount ofalign director compensation is periodically reviewed and assessed byinterests with our nominating and corporate governance committee, whichshareholders. Our Compensation & Human Capital Committee is responsible for overseeing theour non-employee director compensation program and would referrecommending any recommended changes to the full board for action. Meridian Compensation Partners, LLC (“Meridian”)(Meridian), which servesserved as the independent consultant to our compensation committee,Compensation & Human Capital Committee in 2023, also assistsassisted the nominating and corporate governance committee and the boardBoard in its 2023 review of director compensation to help ensure that our director pay levels and program components are in line with competitive market practice. 32 TABLE OF CONTENTS Director Fees. In June 2023, the Compensation Paid& Human Capital Committee recommended, and the Board approved, the following changes toNon-Employee Members of Current Board (effective July 31, 2017).    As noted previously, each the compensation of our currentnon-management directors was appointed to serveeffective July 1, 2023: ​ Fee Type ​ ​ January 1, 2023 – June 30, 2023 (Annual) ​ ​ July 1, 2023 – Present (Annual) ​ ​ Annual cash retainer ​ ​ ​ $ 48,000 ​ ​ ​ ​ $ 125,000 ​ ​ ​ Annual equity-based retainer ​ ​ ​ $ 169,000 ​ ​ ​ ​ $ 125,000 ​ ​ ​ Additional cash retainer for Chairman of the Board ​ ​ ​ $ 75,000 ​ ​ ​ ​ $ 100,000 ​ ​ ​ Additional cash retainer for Lead Independent Director (if any) ​ ​ ​ $ 25,000 ​ ​ ​ ​ ​ N/ A ​ ​ ​ Additional cash retainer for Audit Committee Chair ​ ​ ​ $ 20,000 ​ ​ ​ ​ $ 20,000 ​ ​ ​ Additional cash retainer for Compensation & Human Capital Committee Chair ​ ​ ​ $ 15,000 ​ ​ ​ ​ $ 15,000 ​ ​ ​ Additional cash retainer for Nominating & Corporate Governance Committee Chair ​ ​ ​ $ 10,000 ​ ​ ​ ​ $ 10,000 ​ ​ ​ Additional cash retainer for Safety & Sustainability Committee Chair ​ ​ ​ $ 10,000 ​ ​ ​ ​       $ 10,000 ​ ​ The number of RSUs granted in each award is calculated by dividing the grant date target value by the closing price of a share of our common stock on the board on July 31, 2017 by operationdate of grant. Unless the Restructuring Plan. The following chart details our director compensation program effective ashas elected to defer vesting of the Effective Date (payment oftheir RSU, all cash amounts waspro-rated for partial year service): Fee Type Amount Annual cash retainer $56,250 • reduced by 15% effective January 1, 2018 Annual equity-based retainer $168,750 grant date value, delivered in the form of time-based restricted stock units (“RSUs”), which vest at the end of theone-year service period Additional annual cash retainer for the chair of the board $50,000 Additional annual cash retainer for the chair of each of the audit and compensation committees $15,000 Additional annual cash retainer for the chair of the nominating and corporate governance committee $5,000 The time-based RSUs granted to each of our current directors during transition period 2017fiscal 2023 will vest on July 31, 2018, theone-year first anniversary of his or her appointment to the board,date of grant, provided the director remains a member of the boardour Board on the vesting date. However, vesting of the award willwould accelerate if, prior to the vesting date, the director dies, terminatesdied, terminated service due to disability, or iswas willing and able to continue to serve as a director but iswas either not renominated or not reelectedre-elected to serve another term. Compensation Paid Director Stock Election Program. Under the Director Stock Election Program, each non-employee director is provided an opportunity toNon-Employee Members elect to receive a percentage of Predecessor Board (through July 31, 2017)their base cash retainer in fully vested shares of Tidewater common stock, which are issued from our equity compensation plans. For each participant, the shares are issued to a director on the same day on which they would have received the cash payment, based on the closing price of a share on that day (rounded down to the nearest whole share). ForMs. Cougle and Messrs. Anderson and Robotti elected to participate in the program during 2023. Director Stock Deferral Program. Under the Director Stock Deferral Program, each non-employee director can elect prior to any equity grant to defer the vesting of their service duringannual stock award beyond the four monthsfirst anniversary of the 2017 transition period priordate of grant. Messrs. Anderson, Fagerstal and Raspino elected to participate in 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 waspro-rated for partial year service. As noted above, none of our former directors received any equity compensation awardsprogram during the 2017 transition period. However, each held deferred stock units and a deferred cash award that had been granted to 2023. 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 non-employee directors are subject to stock ownership guidelines requiring each director to own and hold companyshares of our 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 grantsunvested RSUs count as shares of companyCompany common stock. EachAs of our current directors has until August 1, 2022 to complyApril 26, 2024, all non-employee director nominees were in compliance with the guidelines. These guidelines are described in greater detail under “Compensation Discussion and Analysis—Other Compensation and Equity Ownership Policies—​Stock Ownership Guidelines.” Other Benefits. We reimburse all directors for reasonable travel and otherout-of-pocket expenses incurred in connection with attendance at boardmeetings of the Board and its committees, including the expenses of any director’s spouse who travels with the director in connection with our Board and committee meetings. In addition,meetings held outside the United States. We also cover the cost of our 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. attending continuing education programs (including tuition and travel). 33 TABLE OF CONTENTS​ PROPOSAL 2: ADVISORY VOTE ONAPPROVAL OF OUR EXECUTIVE COMPENSATION(“SAY-ON-PAY” VOTE) At each annual meeting, we provide our stockholders with the opportunity to vote Our Board is asking you to approve, on anon-binding,an advisory basis, the compensation of our named executive officers (NEOs) as disclosed in this proxy statementstatement. This item, which is provided pursuant to Section 14A of the Exchange Act. This vote (commonlyAct, is commonly referred to as a“say-on-pay” vote) is advisory, which means “say-on-pay” resolution. The Compensation & Human Capital Committee has structured our executive compensation program to achieve the following key objectives: • to attract, motivate and retain talented executive officers, ​ • to motivate the achievement of companywide financial objectives, as well as other strategic personal objectives, while balancing rewards for short-term and long-term performance, and ​ • to align the interests of our executive officers with those of our shareholders, ​ each as described in the “Compensation Discussion and Analysis” section of this proxy statement. Our Compensation & Human Capital Committee and the Board believe that the vote is not binding onpolicies and procedures articulated in the company,“Compensation Discussion and Analysis” are effective in achieving 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 togoals, and that the overall compensation of our named executives and our compensation philosophy and practices,NEOs as describedreported in this proxy statement. Westatement has contributed to Tidewater’s short-term and long-term success. Therefore, we are asking our stockholdersshareholders to vote onapprove the compensation of our NEOs by voting “FOR” the following resolution: resolution on an advisory basis: 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 RegulationS-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 thissay-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 brokernon-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 ourTidewater Inc.’s named executive officers, as disclosed in this proxy statement. For more information, please see “Questionsstatement, including the Compensation Discussion and Answers aboutAnalysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis. This vote is non-binding, but our Board and the Annual MeetingCompensation & Human Capital Committee will review 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. PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE(“SAY-ON-FREQUENCY” VOTE) The Dodd-Frank Act provides that stockholders must be givenconsider the opportunity to vote, on anon-binding, advisory basis, for their preference as to how frequently we should seekvoting results when making futuresay-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 futuresay-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 initialsay-on-frequency vote occurred in 2011. At that meeting, stockholders agreed with our board’s recommendation thatsay-on-pay votes should occur every year. We have included asay-on-pay vote at each meeting of stockholders that we have held since 2011. We believe that an annualsay-on-pay vote best allows stockholders to provide timely, direct feedback on decisions regarding our executive compensation program. Although there mayannual “say-on-pay” advisory votes are not required by our Bylaws, the shareholders have previously approved on an advisory basis that “say-on-pay” advisory votes be potential benefitsheld annually. In addition, our Board currently believes that having our shareholders provide annual feedback on our compensation practices supports effective governance. As a result, unless our shareholders vote otherwise with respect to having less frequentsay-on-pay votes,Proposal 3, we recognize that an annualsay-on-payexpect the next “say-on-pay” advisory vote has become the widely-adopted standard, both among our peer companies as well as outside our industry. In lightwill occur in 2025. ​ OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE EXECUTIVE COMPENSATION PAID TO TIDEWATER’S NEO’S AS DISCLOSED IN THIS PROXY STATEMENT. ​ ​ ​ 34 TABLE OF CONTENTS​ INFORMATION REGARDING EXECUTIVE OFFICERS Each of our executive officers is appointed by, and serves at the pleasure of, our Board. Information regarding our current practice, prevailing market practiceexecutive officers (other than Mr. Kneen, who also serves as a director and investor expectations,whose biography is included above under “Proposal 1—Election of Directors”), including all offices held by the board recommends that stockholders vote in favorofficer as of continuing to holdsay-on-pay votes every year. This voteDecember 31, 2023, 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 futuresay-on-pay votes. As noted above, the proxy card provides stockholders with the opportunity to choose among four options (to hold thesay-on-pay vote every one, two or three years, or to abstain from voting). The results of thissay-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 brokernon-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 futuresay-on-pay votes. For more information, please see “Questions and Answers about the Annual Meeting and Voting.” THE BOARDas follows: Executive Officer ​ ​ Age ​ ​ Position ​ David E. Darling ​ ​ 69 ​ ​ Executive Vice President, Chief Operating Officer and Chief Human Resources Officer since March 2021. Vice President and Chief Human Resources Officer from March 2018 to March 2021. Senior Vice President and Chief Human Resources Officer of GulfMark Offshore Inc. from 2007 to March 2018, including during the GulfMark reorganization. ​ Daniel A. Hudson ​ ​ 52 ​ ​ Executive Vice President, General Counsel and Secretary since March 2021. Vice President, General Counsel and Secretary from October 2019 to March 2021. Assistant General Counsel from May 2017 to September 2019. Managing Counsel from May 2015 to May 2017. Regional Counsel from May 2012 to May 2017. Staff Attorney from July 2007 to May 2012. ​ Samuel R. Rubio ​ ​ 64 ​ ​ Executive Vice President and Chief Financial Officer since March 2021. Vice President, Chief Accounting Officer, and Controller from December 2018 to March 2021. Prior to the business combination, Senior Vice President—Chief Financial Officer of GulfMark Offshore Inc. from April 2018 to November 2018. Senior Vice President—Controller and Chief Accounting Officer of GulfMark from January 2012 to April 2018, including during the GulfMark Reorganization. Vice President—Controller and Chief Accounting Officer of GulfMark from December 2008 and December 2011. ​ 35 TABLE OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF HOLDING ASAY-ON-PAY VOTE “EVERY ONE YEAR.” CONTENTS​ OVERVIEW OF EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS This section of our proxy statement describesdiscusses and analyzes our executive compensation philosophy and program focusing onin the context of the compensation paid to or earned for performance during the 2017 transition period (April 1—December 31, 2017)last fiscal year to our current chief executive officer, our former chief executive officer, and the next two most highly-compensatednamed executive officers. We refer to these executives as our “named executives” or “NEOs.” For the 2017 transition period,fiscal 2023, our named executives were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NEO ​ Title Larry T. Rigdon Former Interim Quintin V. Kneen President and Chief Executive Officer Jeffrey M. Platt ​ Former President and Chief Executive Officer Quinn P. Fanning ​ ​ Samuel R. Rubio Executive Vice President, and Chief Financial Officer Jeffrey A. Gorski and Chief Accounting Officer ​ ​ ​ David E. Darling Executive Vice President, and Chief Operating Officer and Chief Human Resources Officer ​ ​ ​ Daniel A. Hudson Executive Vice President, General Counsel and Corporate Secretary ​ We are currently a smaller reporting company In this CD&A section, we first provide an Executive Summary of Tidewater’s business and thus are not required to include a Compensation Discussionperformance during the fiscal year 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 andthat performance affected executive compensation decisions and payoutspayouts. We next explain the Compensation Philosophy and Objectives that guide our Compensation & Human Capital Committee’s executive compensation decisions. We then describe the Compensation & Human Capital Committee’s Process of Setting Compensation. Finally, we discuss in detail each of the Compensation Components, including, for each component, a design overview as well as the actual results yielded for each named executive in fiscal 2023. Executive Summary of 2023 Company Performance In 2023, the pace and intensity of activity continued to increase globally, requiring strong leadership from our executives to ensure operational execution along with a focus on safety and the environment. Tidewater’s employees demonstrated flexibility and persistence as we successfully navigated the integration of Swire’s fleet and business, the integration of 37 Solstad vessels and business, market volatility, inflationary pressures and supply chain issues, among other things. Tidewater’s strong operational performance drove our financial success, including delivering 96% in total shareholder return for the year. 36 TABLE OF CONTENTS​ Fiscal 2023 and Recent Company Performance Highlights (1) For a reconciliation to the most comparable GAAP financial measure of Adjusted EBITDA and Free Cash Flow, see Appendix A. ​ • Successfully Completed the Integration of Swire Pacific Offshore. During the first half of 2023, we successfully completed the integration of our April 2022 acquisition of Swire Pacific Offshore, comprised of 50 offshore support vessels including 29 anchor handling tug supply vessels and 21 platform supply vessels operating primarily in West Africa, Southeast Asia and the Middle East. ​ • Successfully Completed the Acquisition, Financing and Integration of 37 Platform Supply Vessels from Solstad Offshore. On July 5, 2023, we closed the previously announced definitive agreement to purchase 37 platform supply vessels from Solstad Offshore ASA (Solstad) for approximately $594.2 million. We successfully completed the integration of this acquisition during the 2017 transition period. Executive Summary Our Business4th quarter of 2023. ​ • Continued to Drive Free Cash Flow.    Our company operates Capital discipline remains a diversified fleetcore focus that drives our working capital management and disciplined approach to capital expenditures that, in turn, contribute significantly to our ability to generate positive cash flow. During 2023, continued operational and financial improvements resulted in for $111.3 million of marine service vesselsfree cash flow from operations and provides other marine support servicesnon-core vessel sales. ​ • Completed $35 Million of Share Repurchases. During the 4th quarter of 2023, we repurchased 590,499 shares for approximately $35 million. In March 2024, the Board authorized a new $48.6 million share repurchase program, the maximum permissible under the Company’s existing debt agreements. ​ • Published 2023 Sustainability Report. In March 2024, we published our 2023 Sustainability Report, describing our ongoing commitment to environmental, social and governance (“ESG”) principles, along with our ESG performance and approach to material sustainability topics for the 2023 calendar year. ​ Pay-for-Performance Driven Tidewater remains committed 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 necessarypay-for-performance philosophy that underpins our compensation program, incentivizing our executive team 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, asfocus on strategic business objectives that, when met, will continue to create shareholder value. To achieve this, a substantial portion of our revenues come from operations outsideNEO compensation is performance-based, and as a result, Tidewater’s performance significantly impacts the realizable values of the United States territorial waters. NEOs’ compensation awards. For more information about our business, please see “Business”2023, the Compensation & Human Capital Committee established an appropriate mix of short-term and “Management’s Discussionlong-term incentive compensation, resulting in significant at-risk pay for Mr. Kneen at 85% and Analysisthe other NEOs at an average of Financial Condition78%. The Compensation & Human Capital Committee will continue to thoughtfully oversee the effectiveness of Tidewater’s executive compensation structure to ensure CEO and Resultsexecutive compensation is strongly aligned with company performance and shareholder experience. 37 TABLE OF CONTENTS CEO Target Compensation Average Other NEO Target Compensation ​ Objectives of Operations” in our Transition Reportthe Executive Compensation Program The Compensation & Human Capital Committee strives to maintain a compensation program that will attract, retain and motivate outstanding executives by providing incentives to reward them for strong performance that supports Tidewater’s annual and long-term strategic objectives and is competitive with industry practices. In addition to paying for performance, the executive compensation program is intended to: • Align with shareholder interests; ​ • Promote a performance and results-oriented environment with conservative salaries and enhanced emphasis on Form10-KTperformance based and variable pay; ​ • Build and encourage long-term share ownership; ​ • Provide a consistent retention incentive; ​ • Preserve performance accountability across the commodity price cycle; ​ • Pay competitively and equitably, providing for straightforward and transparent pay for the period ended December 31, 2017. As noted previously,benefit of executives and shareholders; ​ • Use relative and absolute performance measures for equity awards; and ​ • Match or exceed prevailing governance standards for performance-based compensation. ​ The specific principles followed and decisions made in establishing the 2017 transition period was a transformative onecompensation of our named executives for fiscal 2023 are discussed 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 termsmore detail below. 38 TABLE OF CONTENTS Governance Features of the Restructuring Plan. Among other things, the Restructuring had a significant impact on ourExecutive Compensation Program Our Compensation & Human Capital Committee strives to align executive compensation arrangements. In a typical year,with shareholder interests and incorporate strong governance standards into our compensation program, including through the following: ​ ​ What We Do ​ ​ ​ ​ ​ ​ Pay for Performance. A substantial portion of NEO compensation is performance- based. The Compensation & Human Capital Committee annually reviews the metrics underlying the long-term equity incentive program (LTI Program) and annual short-term cash incentive program (STI Program) to evaluate their continued alignment with Tidewater’s business priorities and shareholder interests. ​ ​ ​ ​ ​ ​ Establish Target Awards. The Compensation & Human Capital Committee has established target and maximum awards under our STI Program and established target awards under our LTI Program. ​ ​ ​ ​ ​ ​ Clawback in the Event of Restatement. The Compensation & Human Capital Committee has adopted a clawback policy consistent with the requirements of new Exchange Act Rule 10D-1 and NYSE listing standards giving it authority to clawback compensation in certain situations involving financial restatements. ​ ​ ​ ​ ​ ​ Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The Compensation & Human Capital Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking. ​ ​ ​ ​ ​ ​ Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute shareholder returns, with TSR awards capped if Tidewater’s absolute TSR is negative. ​ ​ ​ ​ ​ ​ Robust Stock Ownership Requirements. Our CEO is required to own an amount of Tidewater shares valued at five times (5x) his annual salary; our EVPs must own at least three times (3x) their annual salaries; and all other corporate officers must own at least two times (2x) their annual salaries. ​ ​ ​ ​ ​ ​ Limited Executive Perquisites. We offer our NEOs very few perquisites not generally available to all employees. ​ ​ ​ ​ ​ ​ Independent Consultant. The Compensation & Human Capital Committee has its own independent executive compensation consultant. The consultant reports directly to the committee and does not provide any services to management. ​ ​ ​ ​ What We Don’t Do ​ ​ ​ ​ ​ ​ No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving company securities. ​ ​ ​ ​ ​ ​ No Single Trigger Change of Control Benefits. While each of our NEOs is party to a change of control agreement, we do not provide any single-trigger change of control benefits (including automatic acceleration of equity awards). ​ ​ ​ ​ ​ ​ No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers. ​ ​ ​ ​ ​ ​ No Option Repricing. We do not discount, reload or reprice stock options without shareholder approval. ​ ​ 39 TABLE OF CONTENTS Fiscal 2023 Compensation Highlights As described in greater detail under “Compensation Components,” the three coremain components of our executive compensation program are a base salary, short-terman annual cash incentive award, and long-term incentive awards. Of course,During 2023, the 2017 transition period was neither typical (givenCompensation & Human Capital Committee: (i) increased the Restructuring) nor a full year (given our decisionCEO’s base salary by 20%, from $600,000 to change our fiscal year end$750,000; (ii) increased the CEO’s annual cash incentive target from March 31100% to December 31). In addition, due to110%; (iii) retained the Restructuring, our company had two distinct boardsCEO’s long-term incentive target of directors during$3,500,000; and (iv) retained the 2017 transition period – the predecessor board, whose independent members served until the Effective Date,CEO’s long-term incentive mix of 50% time-based restricted stock units 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, 2017.50% performance-based restricted stock units. The current board appointed 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 includedtable below provides a summary of his compensatory arrangements below as well. The following chart summarizes the significant executive compensationkey 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 regardingwith respect to each of these decisions is available below under “Compensation Program and Payments During the 2017 Transition Period.” three components in fiscal 2023: ​ ​ ​ ​ Pay Component ​ ​ Results for 2023 ​ ​ Considerations ​ Deciding Entity ​ Fixed ​ ​ Base Salary ​ ​ Base salaries of NEOs were adjusted as follows: CEO increase of 25%; Other NEOs between 0%–20%. ​ ​ Increased base salaries to be closer to market median, to recognize the company’s continued growth and Time Period to recognize expanding individual responsibilities. Predecessor Committee Current Committee ​ ​ prior to 4/1/2017 Incentive-Based ​ during 2017 TP (before 7/31/2017) ​ during 2017 TP (from 7/31/2017) going forward (from 1/1/2018) Base Salary implemented salary freeze (salary levels unchanged since April 2014) no change no change reduced base salaries by 15% Short-Term Incentive (“STI”) Plan Program ​ reduced fiscal 2017​ STI target opportunities by 20% over prior year target opportunities deferred actionfor CEO was adjusted to new board approved a program limited to one110% of the four metrics used in prior years (safety), with target bonus equal to 25% of previously-reduced target bonus from prior year,pro-rated for nine-month period(1) approvedbase salary (a 10% increase) For each NEO, STI award payouts for 2017 TP program fiscal 2018 plan design currently2023 company performance were 0% of target ​ ​ Increased CEO’s STI target to be closer to market median. The Company did not meet its free cash flow (“FCF”) threshold, resulting in a 0% payout under consideration the 2023 STI Plan (regardless of other metric performance). Except for the CEO, each NEO received a one-time cash bonus during the 2nd quarter of 2023 for successfully completing the integration of Swire and achieving certain synergies. ​ ​ Long-Term Incentive (“LTI”) Program Award ​ no equity grants made in fiscal 2017; deferred consideration​ In March 2023, we granted annual LTI awards to RSA negotiation process emergence RSU grants were negotiatedour NEOs as part of RSA, with certain change of control waivers (described below) conditioned upon such grants being made following emergence (including Messrs. Fanning and Gorski)(2) formally approved emergence RSU grants, including those to Messrs. Fanning and Gorski, in order to effectuate change in control waivers(2) Mr. Rigdon initially received a grant offollows: • CEO: $3,500,000 target, award mix 50% time-based RSUs for service as a director and following his appointment as interim President and CEO, received a second grant of fiscal 2018 program currently under consideration 50% performance-based RSUs Deciding Entity and Time Period Predecessor Committee Current Committee prior​ • Other NEOs: $850,000 to 4/1/2017 during 2017 TP (before 7/31/2017) during 2017 TP (from 7/31/2017) going forward (from 1/1/2018) $1,000,000 target, award mix 75% time-based RSUs as provided in his employment agreement(3)and 25% performance-based RSUs ​ ​ Change in Control Protections ​ Awarded LTI to further ensure shareholder alignment, with a significant performance-based component for our CEO that includes both relative and absolute stock price performance. Certain NEO LTI target grant values increased to better align with competitive median pay levels. gave notice in June of 2017 ofnon-renewal of legacy change in control agreements with stated goals of harmonizing agreements and eliminating legacy taxgross-up provisions officers executed conditional change of control waiver letters to waive the Restructuring as a “change in control” event under certain compensation arrangements, including these legacy agreements(2) deferred action on any new change in control agreements to new board (given the timing of the notice ofnon-renewal, existing agreements expire 12/31/2017) entered into new agreements with certain officers effective 1/1/2018 with terms and conditions more in line with current market practice, including the elimination of all taxgross-up provisions (4) new agreements in effect on 1/1/2018(4) Other Programs adopted retention bonus program to incentivize management through the Restructuring final payments made under retention program on Effective Date (7/31/2017), subject to clawback provisions in the event of certain terminations prior to 12/15/2017 suspended the Supplemental Executive Retirement Plan (“SERP”) effective 1/1/2018 (no further accruals) suspended matching contributions to the 401(k) savings and supplemental savings plans ​ (1) Mr. Rigdon, a sitting director who served as president and chief executive officer on an interim basis for a five-month period beginning October 16, 2017, participated in the full plan with all three components at the target level set by his employment agreement,pro-rated for2-1/2 months of service. See the section entitled “Short-term Incentive Compensation” for more information. (2) As discussed under “Change in Control Agreements,” Mr. Platt elected not to receive an emergence grant but his change in control waiver was conditioned upon, among other things, the emergence grants being made as scheduled to other company officers. (3) Upon our appointment of Mr. Rynd as our president and chief executive officer effective March 5, 2018, vesting of the remaining outstanding and unvested RSUs granted to Mr. Rigdon under his employment agreement was accelerated. However, his director RSU grant (5,870 RSUs) remains outstanding subject to the same terms and conditions as the grants to othernon-employee directors (vesting on July 31, 2018). (4) Given his status as interim president and chief executive officer, Mr. Rigdon did not enter into a change in control agreement with the company. Following Mr. Rynd’s appointment as president and chief executive officer, we did enter into our new form of change of control agreement with Mr. Rynd. Participants and Process of Executive Compensation Philosophy and Practice Decision Making 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: to attract, motivate, and retain the executive talent that we require to compete and manage our business effectively, to promote a performance- and results-oriented environment, and to align the interests of our executives with those of our stockholders through the use of equity and performance-based incentives. Role of the Compensation Committee.    Our boardBoard has delegated to its compensation committeethe Compensation & Human Capital Committee the primary responsibility for overseeing our executive compensation program. The committeeCompensation & Human Capital Committee annually reviews and sets the compensation for our executive officers, reportingsubject to approval by the full board onBoard (excluding the CEO) of all compensation matters regarding our executives and other key management employees. For more information about the committee’sCompensation & Human Capital Committee’s responsibilities, see “Composition and Role of Board Committees—Compensation & Human Capital Committee.” Role of the Chief Executive Officer. Our CEO makes recommendations to the Compensation & Human Capital Committee with respect to salary, short-term incentive (bonus), and long-term incentive awards for all executive officers other than himself. He develops those recommendations based on 40 TABLE OF CONTENTS competitive market information generated by the Committee’s compensation consultant, the company’s current strategy, his assessment of individual performance, and the experience level of the particular executive. After the Compensation & Human Capital Committee discusses the recommendations with the CEO, its consultant, and amongst themselves, the Compensation & Human Capital Committee makes the final decisions on executive compensation, subject to approval by the full board (excluding the CEO). Evaluating the Chief Executive Officer’s Compensation. In evaluating the CEO’s compensation, the Compensation & Human Capital Committee reviews the competitive market information provided by its compensation consultant and bases its decisions regarding his compensation on our overall compensation strategy, the CEO’s self-assessment, and the Compensation & Human Capital Committee’s independent assessment of his performance, using the objectives that the Committee established at the beginning of the year as one point of analysis. The Compensation & Human Capital Committee’s determinations are then subject to approval by the full Board (excluding the CEO). These deliberations are held in executive session so that the CEO is not present when the Compensation & Human Capital Committee and Board make determinations regarding his compensation. Role of Compensation Consultant. The committeeOur Compensation & Human Capital Committee has sole authority over the selection, use, compensation, and retention of any compensation consultant engaged to assist the committeeCompensation & Human Capital Committee in discharging its responsibilities. During 2023, Meridian Compensation Partners, LLC (Meridian) served as the committee’sCompensation & Human Capital Committee’s primary consultant. At the direction of the Compensation & Human Capital Committee, Meridian: (i) attends Committee meetings; (ii) informs the Committee regarding regulatory changes and general trends in executive compensation; (iii) prepares the analysis of peer company compensation consultant both beforeused by the Committee; and after(iv) participates in the Restructuring. The committee’s consultantCommittee’s deliberations regarding compensation of its NEOs. Meridian also surveys director compensation upon the request of the nominating and corporate governance committee, which is responsible for reviewing director compensation.Compensation & Human Capital Committee. Meridian provideshas provided no other services to, nor has any other relationship with, our company. In accordance withTidewater. As required by SEC rules, the committeeCompensation & Human Capital Committee has assessed Meridian’s independence with respect to all six independence factors and concluded that Meridian’s work has not raised any conflicts of interest. Peer Group. With Meridian’s assistance, the Compensation Best Practices& Human Capital Committee reviews and approves our peer group annually. We pay particular attention to mergers, acquisitions, and bankruptcies, each of which may make a peer company more or less aligned to our business. As such, the Compensation & Human Capital Committee updated our compensation peer group in September of 2022, and in making its determinations regarding fiscal 2023 compensation and adjustments for fiscal 2024, the Compensation & Human Capital Committee reviewed detailed performance and compensation data on the companies in the following peer group: ​ ​ ​ ​ ​ ​ ​ PEER GROUP ​ ​ Bristow Group Inc. ​ ​ ​ Expro Group ​ ​ ​ Oceaneering International ​ ​ Core Lab ​ ​ ​ Forum Energy Technologies ​ ​ ​ Oil States International ​ ​ Diamond Offshore ​ ​ ​ Helix Energy Solutions Group ​ ​ ​ SEACOR Marine Holdings ​ ​ DMC Global ​ ​ ​ International Seaways ​ ​ ​ TETRA Technologies ​ ​ Dorian LPG ​ ​ ​ Newpark Resources ​ ​ ​ Valaris Limited ​ ​ Dril-Quip ​ ​ ​ Noble Corp. ​ ​ ​ ​ ​ 41 TABLE OF CONTENTS Consideration of Prior Say-on-Pay Vote Results. Our committee strivesSince 2011, our Board’s policy has been to alignhold say-on-pay votes at each annual meeting of shareholders. At our 2023 Annual Meeting, our shareholders approved our executive compensation, with stockholder interestsmore than 98% of voting shares cast in favor of the say-on-pay resolution. The result of the most recent say-on-pay vote is an important point of reference for the Compensation & Human Capital Committee as it makes executive compensation decisions for a given year. In addition, we regularly engage with shareholders and incorporate strong governance standards intowelcome their feedback on our compensation program, including throughprograms throughout the following: year. ​ •98% shareholder support of NEO compensation in 2023 ​ Emphasis on Performance-Based andAt-Risk Compensation.    By design, a meaningful portion of our named executives’ pay is delivered in the form of performance-driven andat-risk incentive compensation, which closely aligns a significant portion of executive pay with successful attainment of our business objectives and, ultimately, stockholder returns. ​ • Legacy Change in Control Agreements (and All Remaining Rights to Excise TaxGross-Ups) Expired on December 31, 2017.    As previously disclosed, all of our legacy executive change of control agreements, some of which contained excise taxgross-up provisions, expired on December 31, 2017. • New Agreements, effective January 1, 2018, Align with Current Market Practice.    As described in greater detail under “Change of Control Agreements,” our new executive change of control agreements are in better alignment with current market practice (including reduced severance multiples, caps on certain benefits, and a“best-net” provision in the event the total payments to the executive trigger an excise tax). • Limited Executive Perquisites.    We offer our executives very few perquisites that are not generally available to all employees—reimbursement of certain club memberships, tax and financial planning costs, an annual executive physical and, until his retirement in October 2017, the cost of maintaining a corporate apartment for Mr. Platt in Houston, given that we required him to divide his time between our Houston and New Orleans offices. ​ • No Income TaxGross-Ups.    We do not pay taxgross-ups on any perquisites. • No Changes to Retirement Program or Benefits During the 2017 Transition Period.    In 2010, we froze additional benefit accruals under our qualified defined benefit pension plan (our Pension Plan), and closed the SERP to new participants. All named executives now receive retirement benefits under our defined contribution retirement plan (our 401(k) Savings Plan), which has been in place since the Pension Plan was closed to new participants. There were no changes to any of our retirement programs or benefits during the 2017 transition period. • SERP Suspended Effective January 1, 2018.    In support of our cost-containment efforts, the current board approved suspending any additional accruals under the SERP, which has been closed to new participants since 2010. • Company Matching Contributions Suspended Effective January 1, 2018.    In addition to suspending the SERP, the current board approved suspending any matching contributions to the 401(k) Savings Plan and the Supplemental Savings Plan. • Robust Stock Ownership Guidelines Applicable to Directors and Officers.    Directors and officers are required to acquire and hold significant positions in company stock within five years of appointment or election – five times annual retainer or base salary for directors and our chief executive officer and three times base salary for our other named executives. As a result of the recapitalization (including a cancellation of certain unvested equity and equity-based awards) that occurred by virtue of the Restructuring, the “clock” has reset for our executives, who, like members of our current board, have a period of five years from the Effective Date to come into compliance with these guidelines. • Clawback Policy.    Given that a substantial portion of each named executive’s compensation is incentive-based, the compensation committee has adopted a compensation recovery, or “clawback,” policy applicable to cash and equity incentive compensation, which permits the company to recoup such payments in certain situations if the financial statements covering the reporting period to which such compensation relates must be restated. 42 TABLE OF CONTENTS Compensation Program and Payments During the 2017 Transition Period Components 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. fiscal 2023. Base Salary. In prior years, the committee’sCompensation & Human Capital 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 primary rationale for salary increases for our NEOs during 2023 was to be competitive and align with market practice. We generally consider the beginningmarket median of our peer group as the target for total compensation, although individual pay levels may vary from median for a variety of reasons. ​ Named Executive ​ ​ 2022 Base Salary ($) ​ ​ 2023 Base Salary ($) ​ ​ Percent Change (%) ​ ​ Quintin V. Kneen ​ ​ ​ ​ 600,000 ​ ​ ​ ​ ​ 750,000 ​ ​ ​ ​ ​ 20% ​ ​ ​ Samuel R. Rubio ​ ​ ​ ​ 350,000 ​ ​ ​ ​ ​ 400,000 ​ ​ ​ ​ ​ 14% ​ ​ ​ David E. Darling ​ ​ ​ ​ 375,000 ​ ​ ​ ​ ​ 450,000 ​ ​ ​ ​ ​ 20% ​ ​ ​ Daniel A. Hudson ​ ​ ​ ​ 315,000 ​ ​ ​ ​ ​ 315,000 ​ ​ ​ ​ ​ 0% ​ ​ Annual Short-Term Cash Incentive Compensation. Structure 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. 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. • Fiscal 2018 Action—Minimum 15% Reduction in Executive Base Salaries.    In support of the company’s overall cost-cutting efforts, the current committee has approved a decrease in base salary, effective January 1, 2018, for our executive officers, including each of the current named executives. Specifically, the committee approved a 15% decrease in the annual base salary of each of Messrs. Fanning and Gorski, resulting in a new annual base salary of $335,750 for Mr. Fanning and $323,425 for Mr. Gorski. In addition, Mr. Rigdon and the committee agreed to amend his employment agreement in order to decrease his base salary from $240,000 to $150,000, which represented a 15% decrease in his overall base compensation (base salary plus grant date value of time-based RSUs). Short-term Incentive CompensationProgram. Our typical practice isBoard and Compensation & Human Capital Committee have adopted the Tidewater Inc. Short-Term Incentive (STI) Plan to payprovide the framework under which annual or short-term cash incentivesincentive bonuses may be paid to our named executivesNEO’s and key employees for the purpose of rewarding both company and individual performance during aany given year. In recent years, the company’s STI program for executive officers has consisted of four equally-weightedyear or other specified performance metrics (each represents 25% of the overall target award): period. cash flow from operations (“CFFO”), defined as net cash provided by operating activities as reported in our consolidated statements of cash flows; vessel operating margin percentage (“VOMP”), which is equal to the difference between vessel revenue and vessel operating expenses, divided by vessel revenue, as reported in our consolidated statements of earnings; safety performance component, which depends upon our achievement of apre-established goal for the period, which is based upon our Total Recordable Incident Rate (“TRIR”) per 200,000 work hours; and a discretionary component, based on the committee’s subjective assessment of the individual executive’s performance during the period. 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 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’sCompensation & Human Capital Committee’s practice has been to review the upcoming year’s STI program during its December meeting and then approve the executivespecific metrics and allocation of the STI planprogram during the first quarter of our fiscal year. In approving the plan,NEO’s STI program, the committeeCompensation & Human Capital Committee approves the companyCompany’s 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, given2023, the uncertain economic outlookCompensation & Human Capital Committee approved the fiscal 2023 STI program and in supportdesignated each of the company’s cost-cutting efforts, the predecessor committee approvednamed executives as 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 anparticipant. The 2023 STI program forwas conditioned on Tidewater achieving positive free cash flow of at least $162.8 million and allocated among the next fiscal year, the company was engaged in restructuring negotiations. Given the difficultyfour following measures 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 approvalperformance: Metric ​ ​ Weight ​ ​ What we Measure ​ ​ Why ​ Free Cash Flow (FCF) ​ ​ 50% ​ ​ • Non-GAAP investment performance indicator determined from net cash provided by operating activities, adjusted for capital expenditures, proceeds from asset sales, cash interest expense and interest income ​ ​ ​ • Places emphasis on key cash generation drivers such as operating and administrative cost efficiency, optimal capital investments, and timely collection of accounts receivable balances ​ • Driver of long-term shareholder value creation by incentivizing management to develop an efficient, scalable growth platform with lower overall net debt levels ​ ​ 43 TABLE OF CONTENTS Metric ​ ​ Weight ​ ​ What we Measure ​ ​ Why ​ Operational Efficiency ​ ​ 20% ​ ​ • Managing professional fees, freight, dry dock costs and days down for repair ​ • ESG projects on targeted vessels ​ ​ ​ • Efficiency in the management of G&A, professional fees and dry dock costs helps us to remain competitive in the market ​ • Implement ESG projects and improve carbon monitoring and efficiencies in our fleet ​ ​ Safety Performance ​ ​ 10% ​ ​ • Lost-time incident frequency (LTIF): number of lost time incidents per million hours worked ​ • Total recordable case frequency (TRCF) (number of recordable cases * 1 million / quantity manhours worked ​ ​ ​ • Reinforces our commitment to remain an industry leader in safety ​ • A safe work environment helps us attract and retain a more experienced work force, and gives us a competitive advantage in retaining existing business and when bidding for new work ​ • A strong safety record helps us to minimize our insurance and loss costs and the overall cost of doing business ​ ​ Individual Performance ​ ​ 20% ​ ​ • Committee’s subjective assessment of individual executive performance during the period ​ ​ ​ • Allows for more direct recognition of individual contribution ​ ​ For all metrics except free cash flow, payouts could range between 0-100% of the 2017 transition periodindividual component’s target award, depending on performance. Payout on the free cash flow metric could range from 0-125% of target, depending on performance. Assuming maximum performance on all metrics, the overall maximum a participant could have earned under the fiscal 2023 STI program until afterwould have been 112.5% of the restructuring was complete. Intarget award. The following chart shows the falltarget award for each NEO, expressed as a percentage 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, bothhis base salary, as well as the sole performance metric and in overall percentage bonus opportunity for each participant. Depending on the level of performance, payout would range between0-150% 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%dollar amount of the target award he was eligible to receive under the STI program for fiscal 2023: ​ Named Executive ​ ​ Target Award as % of Salary (%) ​ ​ Quintin V. Kneen ​ ​ ​ ​ 110% ​ ​ ​ Samuel R. Rubio ​ ​ ​ ​ 100% ​ ​ ​ David E. Darling ​ ​ ​ ​ 100% ​ ​ ​ Daniel A. Hudson ​ ​ ​ ​ 100% ​ ​ Calculation of 2023 STI Program Metrics and Payouts. The performance targets established for 2023 were set at a level considered challenging, and the other two components weightedpotential payout range was set conservatively in the interest of avoiding any unintended windfalls due to market volatility. The 2023 STI program was conditioned on the Company achieving positive free cash flow of at 25% each. least $162.8 million. However, the Company’s free cash flow for fiscal year 2023 was $111.1 million. As a result, the pay-out for the 2023 STI program yielded a 0% payout, with NEOs and all participants in the 2023 STI program receiving no cash bonus. Had the free cash flow threshold been achieved, additional metrics, including various The following table illustrates how our named executives’ target awards 44 TABLE OF CONTENTS operational efficiencies, safety performance, and the participant’s personal performance would have changed overbeen considered in determining the past three reporting periods, both as a percentagepayout under the STI program. Calculation of salary and in target award amounts. Comparison of Historical STI Plan Targets        Fiscal 2016      Fiscal 2017      2017 Transition Period (annualized)(1)      Change in 2017 TP Target Award (annualized)(1)   Named Executive                        %  of Salary (%)     Target Award ($)      %  of Salary (%)     Target Award ($)      %  of Salary (%)     Target Award ($)      from Fiscal 2016 ($)     from Fiscal 2017 ($)   Larry T. Rigdon(2)      —         —          —         —          100 %(3)      600,000        —         —     Jeffrey M. Platt(2)      110 %      715,000        88 %      572,000        22 %      143,000        (572,000 )      (429,000 )  Quinn P. Fanning      95 %      375,250        76 %      300,200        19 %      75,050        (300,200 )      (225,150 )  Jeffrey A. Gorski      95 %      361,475        76 %      289,180        19 %      72,295        (289,180 )      (216,885 )  (1) For comparison purposes, these figures for the nine-month 2017 transition period have been annualized. The next table details both the annualized and nine-month target awards for each named executive for the 2017 transition period. (2) As noted previously, Mr. Platt retired from all positions with our company effective October 15, 2017 and Mr. Rigdon, a sitting director, was appointed to succeed him as president and chief executive officer on an interim basis beginning October 16, 2017. Mr. Rigdon served in these roles for approximately five months (until March 5, 2018, the effective date of Mr. Rynd’s appointment as president and CEO). (3) Mr. Rigdon’s target STI award was equal to 100% of his overall base compensation (base salary of $240,000 plus time-based RSUs with a grant date value of $360,000). Individual Bonuses.The table below detailsprovides a summary of individual award determination for 2023. ​ Named Executive ​ ​ Base Salary(1) ($) ​ ​ x ​ ​ Target Award as % of Salary (%) ​ ​ x ​ ​ Corporate Payout Factor (%) ​ ​ = ​ ​ Actual Award ($) ​ ​ Quintin V. Kneen ​ ​ ​ $ 712,500 ​ ​ ​ ​ ​ ​ ​ ​ 110% ​ ​ ​ ​ ​ ​ ​ ​ 0.0% ​ ​ ​ ​ ​ ​ ​ $ 0.00 ​ ​ ​ Samuel R. Rubio ​ ​ ​ $ 387,500 ​ ​ ​ ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ ​ ​ ​ 0.0% ​ ​ ​ ​ ​ ​ ​ $ 0.00 ​ ​ ​ David E. Darling ​ ​ ​ $ 431,250 ​ ​ ​ ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ ​ ​ ​ 0.0% ​ ​ ​ ​ ​ ​ ​ $ 0.00 ​ ​ ​ Daniel A. Hudson ​ ​ ​ $ 315,000 ​ ​ ​ ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ ​ ​ ​ 0.0% ​ ​ ​ ​ ​ ​ ​ $ 0.00 ​ ​ Swire Integration Bonus. In connection with the targetacquisition of Swire Offshore in April 2022, the Compensation & Human Capital Committee approved a one-time additional STI award opportunities for each named executivebonus program to reward officers and other key employees, excluding the CEO, for the 2017 transition period: Breakdown of 2017 Transition Period Target STI Award Opportunity        2017 Transition Period Target STI Award      Target Dollar Value of Each STI Component(2)   Named Executive    %  of Salary (%)     Target Award (annualized)(1) ($)      Target Award (adjusted for service period)(1) ($)      CFFO ($)      Safety ($)      Individual Performance ($)   Larry T. Rigdon      100 %(3)      600,000        125,000        62,500        31,250        31,250   Jeffrey M. Platt      22 %      143,000        77,458        —          77,458        —     Quinn P. Fanning      19 %      75,050        56,288        —          56,288        —     Jeffrey A. Gorski      19 %      72,295        54,221        —          54,221        —     achievement of the following approved operating and general & administrative synergy targets by April 2023: (1)​ This table details both the annualized STI target awards for each named executive (included in the previous chart) as well as the target award as adjusted for the portion of the 2017 transition period in which the named executive provided services to the company. During the 2017 transition period, Mr. Rigdon servedtwo-and-a-half months as an executive (from October 16 – December 31, 207) while Mr. Platt served as an executive forsix-and-a-half months (from April 1 – October 15, 2017). For Messrs. Fanning and Gorski, who served as executive officers during the entire 2017 transition period, the adjusted target award is based on a full nine-month period of service.Synergy ​ ​ Target ​ ​ Actual ​ ​ Operating costs ​ ​ $10.0 million ​ ​ $15.9 million ​ ​ G&A costs ​ ​ $15.0 million ​ ​ $24.0 million ​ (2) As noted above, the 2017 transition period STI target award for each of Messrs. Platt, Fanning and Gorski was limited to the safety component. (3) As noted above, Mr. Rigdon’s target award was 100% of his base compensation (base salary plus grant date value of time-based RSUs). Consistent with practice in prior years, These targets were achieved at the committee decidedend of March 2023 and the following payouts to set the safety targetNEOs 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 matrixtheir contributions were then 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 (thresholdCompensation & Human Capital Committee: Messrs. Rubio ($350,000), Darling ($375,000) and target or target and maximum), results would bepro-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%)Hudson ($315,000). 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 $31,250 for the period in 2017 he served as the interim president and chief executive officer. The following chart details the payouts to each of our named executives under the 2017 transition period STI plan. 2017 Transition Period STI Plan Payouts   Named Executive                        Target Award (adjusted for service period) ($)      Payout by Component(1)      Total Award Earned ($)      As a % of Target Award         CFFO ($)      Safety ($)      Individual ($)         Larry T. Rigdon      125,000        9,375        40,625        31,250        81,250        65 %  Jeffrey M. Platt(2)      77,458        —          77,458        —             100 %  Quinn P. Fanning      56,288        —          73,174        —             130 %  Jeffrey A. Gorski      54,221        —          70,488        —             130 %  (1) As noted above, the 2017 transition period STI awards for Messrs. Platt, Fanning and Gorski were limited to the safety component. (2) In accordance with the terms of his separation agreement, Mr. Platt received an STI bonus in an amount equal to his target award,pro-rated for the portion of the 2017 transition period in which he provided services to the company. For more information, see “Separation Agreement with Mr. Platt.” December 2016 Retention Program.    Given the importance of retaining key personnel in order to effectuate a successful restructuring amid the demands of operating the business through a prolonged industry downturn, in December 2016, the predecessor committee, in consultation with its compensation consultant, adopted a special retention program. The retention program was intended to motivate and retain officers and certain key personnel through both the industry down cycle and the restructuring process. Under this program, which was designed to supplement (rather than replace) the company’s existing compensation arrangements, each named executive was eligible to earn a retention bonus divided into three separate installment payments. Given that a primary purpose of the retention program was to retain essential personnel through a criticalone-year period, the incentive agreement included certain restrictive covenants (including agreements not to compete or solicit company clients or employees) that would apply during theone-year retention period (through December 15, 2017) and, in the event that the named executive terminated employment during the year without “good reason,” for one year from the date of termination. The first installment, equal to 50% of the retention bonus, was paid to each named executive on December 15, 2016, the execution date of the incentive agreement. The second installment, equal to 25% of the retention bonus, was paid on April 14, 2017 (120 days after the incentive agreement’s effective date), although it would have been paid on execution of the RSA, if that event had occurred prior to April 14. The third installment (the final 25%) was paid on the Effective Date (July 31, 2017). Long-termLong-Term Incentive Compensation. We have historically grantedmaintain one main long-term incentive compensation in(LTI) plan, the form of annual equity or equity-based grants to our named executives, generally using a multiple of each executive’s base salary to determine the overall grant size. However, during the restructuring negotiations, the predecessor committee decided to defer consideration of any long-term incentive grants until the resolution of that process. Prior to the Restructuring, the last time the predecessor committee had approved long-term incentive grants to our executives was in March 2016. As a result of the Restructuring, all unvested equity and equity-based awards and all unexercised options held by our executives were cancelled for no value. Although many of our executives had significant stock ownership prior to the Restructuring, the predecessor board and predecessor committee recognized that it would be critical to have a new long-term incentive program in place in order to attract, incentivize, and retain the management team necessary to execute our post-Restructuring business strategy. Adoption of a New Equity Plan.    Among other things, the Restructuring Plan fulfilled the terms and conditions of the RSA between us, certain of our subsidiaries, and a very high percentage of ourpre-bankruptcy lenders and noteholders. In connection with those negotiations and considering the recapitalization that would result from the Restructuring, the parties agreed to include a new management incentive plan (the Tidewater Inc. 20172021 Stock Incentive Plan or “2017 Plan”)(2021 LTI Plan), as an exhibit to the RSA. The 2017 Planwhich became effective on July 31, 2017 pursuant to the terms of the Restructuring Plan and without need for further action byin connection with our board or any approval by our stockholders. Based on the number of shares of common stock that were issued or issuable on the Effective Date, a maximum of 3,048,877 shares were reserved for issuance under the 2017 Plan (representing 8% of the pro forma fully-diluted common equity in our reorganized company). Emergence Grants.    The RSA parties also agreed that a certain percentage of the shares reserved for issuance under the 2017 Plan would be granted as time-based restricted stock units (“RSUs”) within 30 days of the Effective Date in accordance with apre-determined allocation schedule and agreed-upon form of award agreement (the “emergence grants”), with the remainder of the shares available for future grants in the discretion of the current committee. Given that the Restructuring could qualify as a “change of control” under certainpre-restructuring compensation plans or programs (including the legacy change of control agreements discussed below), as a condition to the execution of the RSA, each officer of the company (including Messrs. Platt, Fanning, and Gorski) entered into a change of control waiver letter (a “waiver letter”), in which he agreed to a conditional waiver of certain change of control protections or compensation arrangements in exchange for the consideration summarized below under “Change of Control Agreements.” 2021 Annual Meeting. For each of Messrs. Fanning and Gorski, that consideration included his emergence grant. Mr. Platt elected to forgo an emergence grant but his waiver letter would have been ineffective if, among other things, the committee failed to make an emergence grant to any officer with the title of vice president or higher as providedNEO, time-based RSUs vest in the allocation schedule (thus excluding any officer, such as himself, who elected to forgo such an award). Considering all the factors above, on August 18, 2017, the current committee formally approved the emergence grants in accordance with the allocation schedule, including 194,366 RSUs granted to each of Messrs. Fanning and Gorski. With the committee’s approval of the emergence grants within the prescribed deadline, all conditions to each waiver were fulfilled and each waiver letter thereby came into full force and effect, including those entered into by the named executives. The emergence grants will vest inthree equal installments on each of the first three anniversaries of the date of grant, subjectcontingent upon continued employment on the vesting date (except in the case of death or termination due to disability), and performance-based RSUs vest in a three-year cliff, dependent on certain performance metrics. ​ Named Executive ​ ​ 2023 Target Grant Value ​ ​ Time-Vesting RSUs(1) ​ ​ Performance-Vesting RSUs(2) ​ ​ Stock Price on Date of Grant ​ ​ Reported Grant Date Value ​ ​ Quintin V. Kneen ​ ​ ​ $ 3,500,000 ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ $ 39.81 ​ ​ ​ ​ $ 3,500,016 ​ ​ ​ Samuel R. Rubio ​ ​ ​ $ 1,000,000 ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ $ 39.81 ​ ​ ​ ​ $ 999,987 ​ ​ ​ David E. Darling ​ ​ ​ $ 1,000,000 ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ $ 39.81 ​ ​ ​ ​ $ 999,987 ​ ​ ​ Daniel A. Hudson ​ ​ ​ $ 850,000 ​ ​ ​ ​ ​ 16,014 ​ ​ ​ ​ ​ 5,337 ​ ​ ​ ​ $ 39.81 ​ ​ ​ ​ $ 849,983 ​ ​ ​ (1) Number of time-based vesting restricted stock units (RSUs) was determined by dividing 50% of the target LTI value for Mr. Kneen and 75% of the target LTI value for the other NEOs by $39.81, which was the closing price on March 16, 2023, the date on which the Compensation & Human Capital Committee approved grant values and numbers of shares to be granted to our NEOs in 2023. ​ (2) Number of performance-based vesting restricted stock units (PRSUs) was determined by dividing 50% of the target LTI value for Mr. Kneen and 25% of the target LTI value for the other NEOs by $39.81, which was the closing price on March 16, 2023, the date on which the Compensation & Human Capital Committee approved grant values and numbers of shares to be granted to our NEOs in 2023. ​ 45 TABLE OF CONTENTS 2023 Long-term Incentive Program: For 2023, the Compensation & Human Capital Committee retained the prior year’s mix of long-term incentive awards that included the following: • For CEO, PRSUs comprising 50% and RSUs comprising 50% of CEO LTI value; and ​ • For other NEOs, PRSUs comprising 25% and RSUs comprising 75% of their respective LTI value. ​ Our 2023 PRSUs may be earned based upon relative and absolute total shareholder return (“TSR”) over a three-year performance period. As described below, no award may be earned above 100% of target if TSR over the period is negative, irrespective of relative performance. ​ Relative TSR Performance Level ​ ​ Payout (% of target units earned) ​ ​ Absolute TSR ≥ 0% ​ ​ Absolute TSR < 0% ​ ​ 90th percentile ​ ​ ​ ​ 200% ​ ​ ​ ​ ​ 100% ​ ​ ​ 60th percentile ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ 30th percentile ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 50% ​ ​ ​ < 30th percentile ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 0% ​ ​ ​ 2023 PRSU Peers ​ ​ • Bristow Group ​ • Core Laboratories ​ • Dorian LPG ​ • Dril-Quip ​ • Forum Energy Technologies ​ • Gulf Island Fabrication ​ • Helix Energy Solutions ​ ​ ​ • International Seaways ​ • NCS Multistage Holdings ​ • Newpark Resources ​ • Oceaneering International ​ • Oil States International ​ • SEACOR Marine Holdings ​ • TETRA Technologies ​ ​ ​ The performance peer group set forth in the PRSUs granted in March 2022 was the same peer group approved and used by the Compensation & Human Capital Committee in connection with its 2021 compensation analysis and decisions, except for Exterran that was removed given it announced an agreement to be acquired by Enerflex. The performance peer group set forth in the PRSUs granted in March 2023 was the same peer group approved and used by the Committee for its 2022 compensation analysis and decisions. Retirement Benefits. Our named executives participate in employee benefit plans generally available to all employees, including a qualified defined contribution retirement plan (the “401(k) Savings Plan”). We have a broad-based legacy Pension Plan, which has been frozen and closed to new participants for nearly a decade. Mr. Darling is the only named executive who participates in our Pension Plan. Since his participation is based on his prior employment with us (from 1983 to 1996), he is currently in payout status and receives a modest annual benefit ($2,227). Mr. Darling will not accrue any additional benefits under the Pension Plan for his current service (he rejoined us in March 2018). Since January 1, 2011, when the Pension Plan was frozen, all qualified retirement benefits have been provided through our 401(k) Savings Plan. In addition to these broad-based programs, we provide our executives with a non-qualified deferred compensation plan, the Supplemental Savings Plan (the “SSP”), which acts as a supplement to our 401(k) Savings Plan. The SSP is designed to provide retirement benefits to our officers that they are precluded from receiving under the underlying qualified plans due to the recipient’s continued employment. However, each emergence grant will vest in full upon an involuntary termination of employment without “cause” or a voluntary resignation with “good reason” (each as definedcompensation and benefit limits in the 2017 Plan). The emergence grants are also subject to certain restrictive covenants, including a customary covenant not to disclose confidential company information, aone-year post-employment covenant not to compete, and atwo-year post-employment covenant not to solicit employees away from the company. RSU Grants to Mr. Rigdon.    As noted previously, Mr. Rigdon was appointed as an independent director on the Effective Date and initially participated in our compensation program fornon-employee directors. Under that program, each of our independent directors, including Mr. Rigdon, received a grant of 5,870 time-based RSUs on September 12, 2017 (with a grant date value of approximately $168,750). This grant will vest on July 31, 2018, the first anniversary of his appointment to the board, with earlier vesting in certain circumstances as described under “Director Compensation—Compensation Paid toNon-Employee Members of Current Board.” Upon his October 16, 2017 appointment as our interim president and chief executive officer, as part of his base compensation under his employment agreement, Mr. Rigdon received an additional grant of time-based RSUs (13,403 RSUs with a grant date value of approximately $360,000). These RSUs will vestone-fourth per quarter on each of January, April, July, and October 16 of 2018, subject to his continued employment with the company on the applicable vesting date. However, vesting of these awards will accelerate upon the occurrence of certain changes in control of the company or if his employment is terminated by the company without “cause” (defined in the agreement to include the appointment of a long term successor to the president and chief executive officer roles). Therefore, the vesting of this RSU grant accelerated on March 5, 2018 (per his agreement) when we appointed Mr. Rynd to succeed him as president and chief executive officer, although his director RSU grant remains outstanding in accordance with its original terms. For more information on our arrangements with Mr. Rigdon, see the section entitled “Employment Agreement with Mr. Rigdon.” Change of Control Agreements.    We have entered into change of control agreements with certain officers, including eachInternal Revenue Code. None of our named executives other than Mr. Rigdon (given his interim status)have elected to participate in the SSP. Change of Control Agreements. During 2021, our Board approved the combined Severance and Change of Control Agreements, which are described further below in the section entitled, “Fiscal 2021 Consolidation of Employment-Related Agreements.” We continue to offer our executives change of control benefits for several reasons. Change of controlWe believe that offering these protections forto our named executives and other key personnel areis an important part of good corporate governance, as they alleviate individual concerns about the possible involuntary loss of employment and ensure that the interests of our named executives will be materially consistent with the interests of our stockholdersshareholders when considering corporate transactions. In addition, we believe that these change of control protections preserve morale and productivity and encourage retention in the face of the potential disruptive impact of an actual or potential change of control of our company. However, in July 2016, the predecessor committee made 46 TABLE OF CONTENTS Other Benefits and Perquisites. We also provide certain limited perquisites to our named executives. For 2023, these perquisites consisted primarily of spouse travel for international board meetings for our CEO, gym memberships and Tidewater’s match program under its 401k Savings Plan. We do not provide tax gross-ups on any perquisites. Severance and Change of Control Agreements. During 2021, our Board approved a decision to renegotiate all existing change in control agreements with company officersnew form of severance and therefore gave a notice ofnon-renewal to each officer. As a result, each of these agreements was scheduled to expire automatically on December 31, 2017 unless a “change of control” occurred on or prior to that date. A few of these legacy agreements (including Mr. Fanning’s agreement) included the right to receive an excise taxgross-up if such a tax was triggered in connection with the officer’s termination following a change of control. In early 2017, given the status of the restructuring negotiations, the predecessor committee decided to defer consideration of any new change of control agreement to be entered into with each of the named executives (referred to below as the “consolidated agreement”). This new consolidated agreement superseded all prior employment-related agreements tobetween the new board, althoughcompany and named executive, including the legacy employment agreements continued in effect through December 31, 2017. As noted above under “Long-term Incentive Compensation,” the Restructuring could have been deemed to be a “change of control” under certainpre-restructuring compensation plans or programs (includingwith Messrs. Kneen and Rubio and the legacy change of control agreements) andagreements with each of our officers agreedthe four named executives. The severance payment multiples for Mr. Kneen did not change under the new consolidated agreement, and the severance payment multiples for Messrs. Rubio, Hudson, and Darling reflect their promotions to execute the waiver letter in which he conditionally waived certain change of control protections or compensation arrangements in exchange for stated consideration. Specifically, the waiver letter for each of Messrs. Platt, Gorski, and Fanning provided that (1) the consummation of the Restructuring transaction would not be a “Change in Control” under (a) his legacy change in controlExecutive Vice President. The consolidated agreement or (b) his outstanding long-term incentive award agreements and (2) certain unvested LTI awards would be forfeited, without any payment to the named executive, immediately prior to the Effective Date. For each of Messrs. Fanning and Gorski, that consideration also included receipt of his emergence grant. Mr. Platt elected to forgo an emergence grant but his waiver letter would have been ineffective if, among other things, the committee failed to make an emergence grant to any officer with the title of vice president or higher as provided in the allocation schedule (thus excluding any officer, such as himself, who elected to forgo such an award). Once the emergence grants were formally approved by the committee on August 18, 2017, these change in control waivers were in full force and effect. • Fiscal 2018 Actions—New Change of Control Agreements and Elimination of Legacy TaxGross-up Obligations.    As previously announced, the current committee approved a new form of change of control agreement that was entered into with certain company officers effective January 1, 2018. Messrs. Fanning and Gorski were the only named executive officers who entered into the agreement at that time, given Mr. Platt’s departure from the company during 2017 and Mr. Rigdon’s status as interim president and chief executive officer. The agreement has an initial term of one year (January1-December 31, 2018) but is subject toone-year “evergreen” renewal periods unless the Companycompany provides written notice to the officer by June 30 of a given year that it does not wish to extend the agreement past its then-currentcurrent term. The consolidated agreement had an initial term through December 31, 2021, was extended through December 31, 2023 and then again through December 31, 2024. The consolidated agreement provides theeach officer with certain employment protections for atwo-year period following a change in control of the company. In addition, ifIf the officer is terminatedexperiences a qualifying termination during that two-year protected period (if either the company terminates him without “cause”cause or the officer terminates his own employment with “good reason” during thattwo-year protected period (as defined in the agreement)good reason), he will be entitled to receive certain payments and benefits. Specifically, among other benefits, including: (1) a cash severance payment equal to a specific multiple (three times for the Chief Executive Officer, two times for the Executive Vice Presidents, and one time for the Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) the greater of his average bonus over the last three years and his target bonus; (2) a pro-rata cash bonus for the fiscal year in which the termination occurs; (3) a cash payment equal to any unpaid bonus with respect to a completed fiscal year as calculated by the agreement; (4) a lump sum cash payment for continuation coverage under the company’s health benefit plans; (5) immediate vesting of any outstanding but unvested equity awards as of the termination date, including retention of unexercised stock options to term; and (7) treatment of any performance conditions to have been achieved at target level for any equity awards for which vesting or payout is subject to performance conditions. In addition, the consolidated agreement provides that if the officer wouldexperiences a qualifying termination (if either the company terminates him without cause or the officer terminates his own employment with good reason) during the term of the agreement but outside of any change of control protected period, he will be entitled to receive:receive, among other benefits: (1) a cash severance payment equal to a specific multiple (two times for the chief executive officer,Chief Executive Officer, one-and-a-half times for any executive vice president,the Executive Vice Presidents, and onea half time for all other officers)Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus;bonus, to be paid over a specified number of months following the termination date; (2) apro-rata cash bonus for the fiscal year in which the termination occurs; (3) a lump sum cash payment equalfor continuation coverage under the company’s health benefit plans; (4) immediate vesting of any unvested portion of his time-based equity awards which was scheduled to any accrued but unpaid bonus for a completed fiscal year; and (4) reimbursement for the cost of insurance and welfare benefits for a specified number of months (24 months for the chief executive officer, 18 months for any executive vice president, andvest within 12 months for all other officers) followingof the termination date; and (5) retention of employment. any unvested portion of his performance-based equity awards vesting within 12 months of the termination date, subject to the original performance conditions and payout timing. Under the consolidated agreement, the officer would not be entitled to any taxgross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, the officer would be entitled to receive the “best net” treatment, which means that if the total of all change of control payments due him exceeds the threshold that would trigger the imposition of excise taxes, the officer will either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him the betterafter-tax result. Retirement Benefits.    Our named executives participate in employee benefit plans generally available to all employees. These broad-based plans include a Pension Plan (now frozen and closed to new participants) and a qualified defined contribution retirement plan (the 401(k) Savings Plan). We have frozen the benefits under our Pension Plan for all participants effective December 31, 2010, and there will be no future benefit accruals under that plan. Since January 1, 2011, qualified retirement benefits have been provided through our 401(k) Savings Plan. In addition to these broad-based programs, we provide our executives with anon-qualified deferred compensation plan, the Supplemental Savings Plan, which acts as a supplement to our 401(k) Savings Plan, and a SERP that operates as a supplement to our Pension and 401(k) Savings Plans. Both the Supplemental Savings Plan and the SERP are designed to provide retirement benefits to our officers that they are precluded from receiving under the underlying qualified plans due to the compensation and benefit limits in the Internal Revenue Code. 47 TABLE OF CONTENTS​ The SERP has been closed to new participants since March 1, 2010, although individuals who were participants as of that date continued to accrue benefits under it. Currently, all of the named executives are SERP participants except for Messrs. Gorski and Rynd, each of whom joined the company after the SERP was closed to new participants. Mr. Rigdon, who retired from the company in 2002, is currently receiving payouts under the SERP based on his prior service and has not accrued any additional benefits for his service as interim president and chief executive officer. • Fiscal 2018 Actions—SERP Suspension.    In support of the company’s cost-containment efforts, the board has suspended any additional accruals under the SERP, effective January 1, 2018. • Fiscal 2018 Actions—Contributions Suspended For 401(k) Savings Plan and Supplemental Savings Plan.    In support of the company’s cost-containment efforts, the company has suspended any matching contributions to the 401(k) Savings Plan and the Supplemental Savings Plan, effective January 1, 2018. Other Benefits.    We also provide certain limited perquisites to our named executives. For the 2017 transition period, these perquisites consisted primarily of tax and financial planning services, an executive physical, club dues for one country club membership for each named executive, lunch club memberships, and, until his retirement in October 2017, a corporate apartment in Houston for Mr. Platt, who was required to divide his time between our Houston and New Orleans offices. We do not provide taxgross-ups on any perquisites. Separation Agreement with Mr. Platt.    As noted previously, Mr. Platt retired from his position as president, chief executive officer, and a director of the company effective October 15, 2017. In connection with his retirement, Mr. Platt and the company entered into a separation agreement. Under this agreement, in addition to any other accrued but unpaid compensation and benefits, Mr. Platt received the following: in consideration of his efforts in navigating the company through a successful restructuring, a cash separation payment equal to $1.22 million (the sum of his most recent annual base salary and target annual bonus), which was paid to him in a lump sum following the effectiveness of the agreement; a prorated annual bonus in the amount of $77,458 for the period beginning April 1, 2017 and ending October 15, 2017, which was paid to him in the first quarter of fiscal year 2018, when annual bonuses were paid to other executives of the company; payment of his vested accrued SERP benefits and an additional payment of approximately $830,000 representing the difference between his vested SERP payment and the calculation of his SERP payment without applying provisions of the SERP that would have reduced his benefits for an early retirement prior to age 62; and continued participation in the company’s group health plan at the active employee rate (which is paid by Mr. Platt) until he attains age 62. The agreement provided for a mutual release of all claims between the parties as well as customary post-employment obligations including mutual nondisparagement, nondisclosure of confidential information, nonsolicitation of employees and business relations, and noncompetition. Employment Agreement with Mr. Rigdon.    On October 16, 2017, the board appointed 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 it conducted a search for a longer term successor to that role. In connection with this appointment, the company and Mr. Rigdon entered into an employment agreement. Under this agreement, Mr. Rigdon is entitled to the following: base compensation of $600,000, which was divided between: a base salary at an annual rate of $240,000 (decreased by mutual amendment in early 2018 to $150,000, which represents a decrease of 15% in overall base compensation), and a grant of time-based RSUs on October 16, 2017, valued at $360,000 on the date of grant, which vests in four equal quarterly installments; participation in the short-term cash incentive plan, with a target annual bonus opportunity equal to $600,000 (prorated for partial years); and participation in all benefit plans and programs available to other executives of the company. In the event that, prior to October 15, 2018, we terminated his employment without “cause” (defined in the agreement to include the appointment of a long term successor to the president and chief executive officer roles), Mr. Rigdon would be entitled to alump-sum severance payment equal to the base salary that would have been paid to him through October 15, 2018, but for such earlier termination, and any unvested portion of his equity grant will vest in full. As described below, following the end of the 2017 transition period, Mr. Rigdon’s interim service as president and chief executive officer ended on March 5, 2018, when we appointed John T. Rynd as president, chief executive officer, and a director. Our appointment of Mr. Rynd triggered Mr. Rigdon’s rights to the termination without cause benefits described above (lump sum severance plus accelerated vesting of the RSUs granted to him under his employment agreement), effective as of March 5, 2018. In addition, Mr. Rigdon will be eligible to receive a pro rata bonus under the fiscal 2018 STI plan (based on the number of days he was employed during the year). Appointment of New President and CEO in Fiscal 2018 As previously announced, we appointed John T. Rynd as our president, chief executive officer, and a director effective March 5, 2018. We entered into an employment agreement with him as well as a side letter that established his initial base salary. The agreement has a three-year term (through March 5, 2021) but is subject toone-year “evergreen” renewal periods unless the company provides written notice to Mr. Rynd at least 60 days prior to the expiration date that it does not wish to extend the agreement past its then-current term. The agreement provides for an initial base salary of $705,000, which may be increased but not decreased during the term except with Mr. Rynd’s written consent. However, given that we reduced base salaries for certain executive officers by 15% effective January 1, 2018 as part of our cost containment measures, we entered into a side letter with Mr. Rynd, which provides that from his first day as an executive officer, his base salary will also be reduced by 15% until such time as the salary reduction is lifted for other executives. As a result of the side letter, Mr. Rynd’s starting base salary is $600,000. The agreement establishes Mr. Rynd’s target award opportunity in the STI program at 100% of base salary,pro-rated for partial year service. In addition, as contemplated by the agreement, he received an initial LTI grant with a grant date target value of $2,750,000. Of this amount, 40% was granted to Mr. Rynd as time-based RSUs and the remaining 60% will be structured as a performance-based award based on metrics to be mutually agreed upon between Mr. Rynd and the committee. In the event of Mr. Rynd’s death or termination due to disability during the term of the agreement, Mr. Rynd would be entitled to receive apro-rata STI award for the year of termination based on actual performance and all of his outstanding unvested equity awards would accelerate, with performance deemed to have been achieved at target performance levels for any performance-based awards. In the event that we terminate Mr. Rynd’s employment without “cause” or if he terminates his employment with “good reason” during the term, he would be entitled to one year of his then-current base salary and a target bonus for the year of termination, which would be paid to him in equal installments over a twelve-month period after the date of termination. In addition, Mr. Rynd would receive apro-rata STI award for the year of termination based on actual performance and the vesting of any unvested portion of his initial LTI grant will accelerate, with performance deemed to have been achieved at target performance levels for the performance-based portion. Our agreement with Mr. Rynd containsconsolidated agreements contain certain restrictive covenants that apply to him during and after histhe officer’s employment, including an agreement to not disclose confidential information and, for atwo-year specified period of time following his termination of employment for any reasonnon-competition (other than a termination that occurs during a protected period by the company without cause or by the officer with good reason), non- competition andnon-solicitation agreements. As noted previously, we have also entered into a change of control agreement with Mr. Rynd, on the same terms as described for our new 2018 agreements under “Change of Control Agreements.” If a “change of control” (as defined in the change of control agreement) occurs, then the change of control agreement will govern the terms of Mr. Rynd’s employment and the employment agreement will be of no further force and effect. In addition to the benefits that he would receive under the change of control agreement, the vesting of any unvested portion of his initial LTI grant will accelerate upon a change of control, with performance deemed to have been achieved at target performance levels for the performance-based portion. Compensation and Equity Ownership Policies Clawback Policy. Under our Executive Compensation Recovery Policy, we may recover cash and equity incentive compensation awarded if the compensation was based on the achievement of financial results that were the subject of a subsequent restatement of our financial statements if the executive officer engaged in intentional misconduct that causedeffect of the need for a restatement and the effect was to increasemisstatement negatively impacted the amount of thebonus or incentive compensation. Stock Ownership Guidelines. Under our stock ownership guidelines, our officers are required to hold the following amounts of company stock within five years of becoming an officer: • 5x salary for the chief executive officer; Chief Executive Officer; ​ • 3x salary for the chief operating officer, chief financial officer,Chief Operating Officer, Chief Financial Officer, and executive vice presidents;Executive Vice Presidents; and ​ • 2x salary for all other officers. ​ If an officer’s ownership requirement increases because of a change in title or if a new officer is added, a five-year period to achieve the incremental requirement begins in January following the year of the title change or addition as an officer. For our executives, the guidelines specify that time-based equity awards count as shares of company stock but any performance-based awards do not. As a resultEach of the recapitalization (including a cancellation of certain unvested equity and equity-based awards) that occurred by virtue of the Restructuring, our executives, like the members of our current board, have a periodBoard, has until the fifth anniversary of five years from the Effective Datehis or her appointment to come into compliance with these guidelines. Mr. Rynd will have five years from his date of appointment (March 5, 2018) to come into compliance with these guidelines. Prohibition on Hedging and Pledging Transactions. Each of our named executives is subject to our Policy Statement on Insider Trading, an internal company policy adopted by our board.Board. This policy includes a blanket prohibition on engaging in certain forms of hedging or monetization transactions, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds with respect to our securities, regardless of whether those securities were received as compensation. This prohibition applies to all company insiders (including our directors and our named executives) as well as all of our other employees. In addition, the policy includes a blanket prohibition on insiders pledging company securities as collateral for a loan or any other purpose. Compensation Committee Interlocks and Insider Participation The current members of our Compensation & Human Capital Committee are Ms. Zabrocky and Messrs. Raspino, Robotti, and Traub. None of these individuals have been an officer or employee of Tidewater or any of our subsidiaries. No executive officer of Tidewater served in the last fiscal year as a director or member of the compensation committee of another entity one of whose executive officers served as a member of our Board or on our Compensation & Human Capital Committee. Compensation Committee Report The Compensation & Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based upon this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation & Human Capital Committee: Louis A. Raspino, Chairman Robert E. Robotti Kenneth H. Traub Lois K. Zabrocky 48 TABLE OF CONTENTS2017 TRANSITION PERIOD​ FISCAL 2023 SUMMARY COMPENSATION TABLE The following table summarizes for the 2017 transition period and each of the two prior fiscal years, the compensation paid to each of our NEOsnamed executives in all capacities in which they served. Name and Principal Position   Fiscal Year(1)     Salary ($)     Bonus(2) ($)     Stock Awards(3) ($)     Option Awards(4) ($)     Non-Equity Incentive Plan Compen sation(5) ($)     Change in Pension Value and Nonqualified Deferred Compen sation Earnings (6) ($)     All Other Compen sation(7) ($)     Total ($)   Larry T. Rigdon(8)     TP 2017       50,000       31,250       528,768       —         50,000       —         13,182       673,200   Former Interim President and Chief Executive Officer                   Jeffrey M. Platt(9)     TP 2017       352,084       575,000       —         —         77,458       2,181,347       1,253,094       4,438,982   Former President and Chief Executive Officer     2017       650,000       718,000       —         —         543,400       2,116,652       70,875       4,098,927       2016       650,000       171,600       969,183       290,807       717,950       1,286,486       73,275       4,159,301   Quinn P. Fanning     TP 2017       296,250       300,000       4,693,939       —         73,174       501,466       20,674       5,885,503   Executive Vice President and Chief Financial Officer     2017       395,000       375,050       —         —         285,190       405,514       43,660       1,504,414       2016       395,000       91,936       625,287       187,655       376,798       237,325       41,072       1,955,073   Jeffrey A. Gorski     TP 2017       285,375       287,500       4,693,939       —         70,488       —         45,934       5,383,235   Executive Vice President and Chief Operating Officer     2017       380,500       359,795       —         —         274,721       —         70,651       1,085,667       2016       380,500       85,850       625,287       187,655       362,967       —         61,879       1,704,138   (1) Data is presented for fiscal years 2016 and 2017 (“2016” and “2017,” respectively) plus the 2017 transition period (“TP 2017”), which was the nine-month period from April 1 to December 31, 2017. (2) For the 2017 transition period, the value reported in this column for each of Messrs. Platt, Fanning, and Gorski represents the last two installments of the retention bonus paid to him in the 2017 transition period pursuant to a retention program that was adopted by the predecessor board during fiscal 2017. For more information on the retention program, see “December 2016 Retention Program.” The value reported in this column for Mr. Rigdon represents the amount paid to him for individual performance under our 2017 transition period STI plan for the portion of the period in which he served as an executive officer (October 16 —December 31, 2017). For more information on our STI plan, see “Short-term Incentive Compensation.” (3) For the 2017 transition period, this figure represents the value of time-based restricted stock units (“RSUs”) granted to our named executives. The RSUs granted to Messrs. Fanning and Gorski during the 2017 transition period were negotiated as part of the RSA. Because of his change in status during the 2017 transition period (see footnote 8), Mr. Rigdon received two time-based RSU grants during the period. The first grant he received was a director grant on September 12, 2017 (5,870 RSUs) and the second grant was made on October 16, 2017 pursuant to the terms of his employment agreement (13,403 RSUs). For more information regarding the RSUs granted during the 2017 transition period, see “Long-term Incentive Compensation.” We value time-based RSUs based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 at the closing sale price per share of our common stock on the date of grant. For information regarding the assumptions made by us in valuing our RSU awards, please see Note 10 to our consolidated financial statements included in our report on Form10-KT for the transition period ended December 31, 2017. Any stock awards that were granted prior to, but were unvested as of, the Effective Date were cancelled for no value on such date as a result of the Restructuring. (4) Reflects the aggregate grant date fair value of the options granted to the named executives in fiscal 2016, computed in accordance with FASB ASC Topic 718 and determined using the Black-Scholes option model. All stock options that were granted prior to, but were unexercised as of, the Effective Date were cancelled for no value on such date as a result of the Restructuring. (5) Represents amounts actually paid to our named executives based on company performance for the period under our STI plan. For Mr. Rigdon, this represents a payout based on CFFO and safety,pro-rated for the portion of the transition period in which he was an executive. For Mr. Platt, this represents apro-rata target safety award as provided in his Separation Agreement. For each of Messrs. Fanning and Gorski, this represents a payout based on safety only. For more information on our STI plan, see “Short-term Incentive Compensation.” (6) Reflects the change from the prior fiscal year in the actuarial present value of each named executive’s accumulated benefit under our qualified Pension Plan and ournon-qualified Supplemental Executive Retirement Plan (“SERP”). Both of these plans have been closed to new participants and Mr. Gorski does not participate in either plan. In addition, the SERP has been suspended and existing participants will not accrue any additional benefits effective January 1, 2018. See notes 8 and 9 regarding the participation in the Pension Plan and SERP by Messrs. Rigdon and Platt, respectively. served for each of the last three completed fiscal years (2023, 2022, and 2021). Name and Principal Position(1) ​ ​ Fiscal Year ​ ​ Salary ($) ​ ​ Bonus(2) ($) ​ ​ Stock Awards(3) ($) ​ ​ Option Awards(4) ($) ​ ​ Non-Equity Incentive Plan Compensation(5) ($) ​ ​ Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) ​ ​ All Other Compensation(7) ($) ​ ​ Total ($) ​ Quintin V. Kneen President, Chief Executive Officer, and Director ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 712,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,500,016 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 33,262 ​ ​ ​ ​ ​ 4,245,778 ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ 575,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,500,001 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 563,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 16,599 ​ ​ ​ ​ ​ 4,655,100 ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ 500,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,098,830 ​ ​ ​ ​ ​ 956,293 ​ ​ ​ ​ ​ 449,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 19,390 ​ ​ ​ ​ ​ 3,023,513 ​ ​ Samuel R. Rubio Executive Vice President, Chief Financial Officer, and Chief Accounting Officer ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 387,500 ​ ​ ​ ​ ​ 350,000 ​ ​ ​ ​ ​ 999,987 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 12,120 ​ ​ ​ ​ ​ 1,749,607 ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ 337,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 850,004 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 330,750 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 10,425 ​ ​ ​ ​ ​ 1,528,679 ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ 294,792 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 747,198 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 264,772 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 975 ​ ​ ​ ​ ​ 1,307,737 ​ ​ David E. Darling Executive Vice President, Chief Operating Officer, and Chief Human Relations Officer ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 431,250 ​ ​ ​ ​ ​ 375,000 ​ ​ ​ ​ ​ 999,987 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (5,982) ​ ​ ​ ​ ​ 12,120 ​ ​ ​ ​ ​ 1,812,375 ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ 356,250 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 850,004 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 349,125 ​ ​ ​ ​ ​ (9,764) ​ ​ ​ ​ ​ 10,425 ​ ​ ​ ​ ​ 1,556,040 ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ 294,792 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 747,198 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 264,772 ​ ​ ​ ​ ​ (2,500) ​ ​ ​ ​ ​ 2235 ​ ​ ​ ​ ​ 1,306,497 ​ ​ Daniel A. Hudson Executive Vice President, General Counsel, and Secretary ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 315,000 ​ ​ ​ ​ ​ 315,000 ​ ​ ​ ​ ​ 849,983 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 11,276 ​ ​ ​ ​ ​ 1,491,259 ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ 311,250 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 850,004 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 305,025 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 9,431 ​ ​ ​ ​ ​ 1,475,710 ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ 294,792 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 747,198 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 264,772 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,235 ​ ​ ​ ​ ​ 1,308,997 ​ ​ (7) The following chart provides a breakdown of the amounts included in each named executive’s “All Other Compensation” column for the 2017 transition period: Name                  Contributions to 401(k) Savings Plan and Supplemental Savings Plan ($)      Director Fees(8) ($)      Severance Payment(9) ($)      Perquisites ($)      Total, All Other Compensation ($)   Mr. Rigdon      1,200        11,820        —          162        13,182   Mr. Platt      6,538        —          1,220,000        26,556        1,253,094   Mr. Fanning      10,188        —          —          10,486        20,674   Mr. Gorski      31,248        —          —          14,686        45,934   ​ (1) Reflects the positions held by each named executive as of the Record Date. On March 9, 2021, Messrs. Rubio, Darling, and Hudson were each promoted from Vice President to Executive Vice President and two were given additional titles (Mr. Rubio was named Chief Financial Officer, succeeding Mr. Rigdon’s perquisite cost representsKneen in that position, and Mr. Darling was named Chief Operating Officer). ​ (2) Represents one-time cash bonuses paid to each named executive in March 2023 in connection with the costsuccessful completion of company-paid parkingthe integration of Swire Pacific. ​ (3) Represents the aggregate grant date fair value of RSUs granted in the years ended December 31, 2021, 2022 and 2023, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation (“ASC 718”). See Note 10, “Stock-Based Compensation and Incentive Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the portionfiscal year ended December 31, 2023, for further discussion of the 2017 transition periodrelevant assumptions used in calculating the grant date fair value. With respect to the PRSUs granted, the number of securities that vest will depend on the extent to which certain performance criteria are met and could range between 0% and 200% of the number of units granted. The maximum value of PRSUs (200%) based upon the grant date fair value are as follows: Mr. Kneen $3,500,020 for 2022 and $3,500,016 for 2023; Mr. Rubio $424,993 for 2022 and $500,014 for 2023; Mr. Darling $424,993 for 2022 and $500,014 for 2023; and Mr. Hudson $424,993 for 2022 and $424,932 for 2023. The number of RSUs and PRUSs granted to each NEO during 2023 is detailed in the Grants of Plan Based Awards Table. ​ (4) Represents the grant date value of an award of stock options to Mr. Kneen. We calculate the aggregate grant date fair value of these options, which he served ashave an executive (from October 16 –exercise price equal to 125% of the closing price of a share of our common stock on the date of grant, using a Black-Scholes option model. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 10, “Stock-Based Compensation and Incentive Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017). See footnote 82023. ​ (5) Represents payouts earned for a descriptionthe relevant period under our STI program. For more information on this program, see “Short-Term Cash Incentive Compensation.” ​ (6) Reflects the change from the prior fiscal year in the actuarial present value of the other amounts reported for himaccumulated benefit under our Pension Plan, which has been closed to new participants since 2010. Mr. Darling is the only named executive who is a participant in this column. For Mr. Platt,the Pension Plan and, as discussed in greater detail under “Fiscal 2023 Pension Benefits,” his perquisite cost includes financial planningparticipation is based on his prior service with Tidewater from 1983 to 1996. He is currently in payout status and income tax preparation ($8,381),receives payments in the cost of company-paid parking through his date of termination ($2,931), and the costform of a corporate apartment in Houston through50% joint and contingent annuity (approximately $2,227 per year). He will not accrue any additional benefits for his datecurrent service. ​ (7) The table below presents an itemized account of termination. See footnote 10 for a description of how we calculate“All Other Compensation” provided to the apartment cost and footnote 9 for a descriptionNEOs, regardless of the other amounts reported for Mr. Platt in this column. For each of Messrs. Fanningamount and Gorski, his perquisite cost includes financial planningany minimal thresholds provided under the SEC rules and income tax preparation ($6,198 for each), the cost of company-paid parking ($975 for each), lunch club memberships ($3,313 for Mr. Fanning and $6,168 for Mr. Gorski), and, for Mr. Gorski, the cost of an executive physical ($1,345).regulations. We do not reimburse any executive for tax liability incurred in connection with any perquisite. (8) Mr. Rigdon, a former Tidewater executive who retired from our company in 2002, was appointed as one of six independent directors effective July 31, 2017. Following Mr. Platt’s retirement in October of 2017, Mr. Rigdon agreed to serve as interim president and chief executive officer while the board conducted a search for a permanent replacement. He served in those executive roles for a period of approximately five months until we appointed John T. Rynd as our president, chief executive officer, and a director (October 16, 2017-March 5, 2018). Mr. Rigdon participated in our director compensation program during the period beginning with his appointment to the board (July 31, 2017) up until his appointment as an executive officer on October 16, 2017, and received certain cash fees and an RSU grant under that program. However, his participation in that program ended effective with his appointment as an executive officer and his compensation during the 2017 transition period was governed by an employment agreement that we entered into with him. For more information, see “Employment Agreement with Mr. Rigdon.” As a former executive, Mr. Rigdon participates in our Pension Plan and SERP and is currently receiving installment payments under those plans based on his prior service. As both plans are now frozen, he did not accrue any additional benefits under either plan for his service as interim president and chief executive officer although he continues to receive installment payments under those plans based on his prior service. He received a total of $94,742 in pension plan and SERP payments during the 2017 transition period, which is not included in the above table. (9) Mr. Platt retired from all positions with the company on October 15, 2017 and the company entered into a separation agreement with him. Under that agreement, Mr. Platt was entitled to receive certain payments and benefits, including a $1,220,000 cash severance payment, as described under “Separation Agreement with Mr. Platt.” In addition, Mr. Platt received an additional payment of approximately $830,000 representing the difference between his vested SERP payment and the calculation of his SERP payment without applying provisions of the SERP that would have reduced his benefits for an early retirement prior to age 62, which is included in the calculation of his “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column for the 2017 transition period. (10) While he served as our chief executive officer, Mr. Platt divided his time between our New Orleans and Houston offices, and thus we covered the cost of maintaining a corporate apartment in Houston for him. We value this perquisite by subtracting from the actual annual cost of the apartment the estimated amount saved on hotel room expenses for the number of nights Mr. Platt spent in Houston. For the 2017 transition period, the aggregate incremental cost to the company to provide this benefit to Mr. Platt was $15,244. Salary.    Salaries paid ​ 49 TABLE OF CONTENTS​ ​ Name ​ ​ Parking ​ ​ Matching Contributions to 401(k) Plan ​ ​ Gym Fees ​ ​ Spouse Travel ​ ​ Total ​ ​ Kneen ​ ​ ​ $ 1,020 ​ ​ ​ ​ $ 9,900 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 22,342 ​ ​ ​ ​ $ 33,262 ​ ​ ​ Rubio ​ ​ ​ $ 1,020 ​ ​ ​ ​ $ 9,900 ​ ​ ​ ​ $ 1,200 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 12,120 ​ ​ ​ Darling ​ ​ ​ $ 1,020 ​ ​ ​ ​ $ 9,900 ​ ​ ​ ​ $ 1,200 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 12,120 ​ ​ ​ Hudson ​ ​ ​ $ 1,020 ​ ​ ​ ​ $ 9,056 ​ ​ ​ ​ $ 1,200 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 11,276 ​ ​ FISCAL 2023 GRANTS OF PLAN-BASED AWARDS The following table presents additional information regarding all equity and non-equity incentive plan awards granted to our named executives are set forth in the 2017 Transition Period Summary Compensation Table. For the 2017 transition period, salaries paid to each named executive who was serving as an executive at the end ofduring the fiscal year accountedended December 31, 2023. Name ​ ​ ​ ​ ​ ​ ​ ​ Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ​ ​ Type of Award(2) ​ ​ Estimated Future Payouts Under Equity Incentive Plan Awards(3) ​ ​ All Other Stock Awards: Number of Shares of Stocks or Units(4) ​ ​ Grant Date Fair Value of Stock Awards ($)(5) ​ ​ Grant Date ​ ​ Threshold ​ ​ Target ​ ​ Maximum ​ ​ Threshold ​ ​ Target ​ ​ Maximum ​ Quintin V., Kneen ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ $ 783,750 ​ ​ ​ ​ $ 881,719 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TSR PRSU ​ ​ ​ ​ 21,979 ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ ​ 87,918 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,750,008 ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3YR RSU ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ $ 1,750,008 ​ ​ Samuel R. Rubio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ $ 387,500 ​ ​ ​ ​ $ 435,938 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TSR PRSU ​ ​ ​ ​ 3,140 ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ ​ 12,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 250,007 ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3YR RSU ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ $ 749,981 ​ ​ David E. Darling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ $ 431,250 ​ ​ ​ ​ $ 485,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TSR PRSU ​ ​ ​ ​ 3,140 ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ ​ 12,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 250,007 ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3YR RSU ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ $ 749,981 ​ ​ Daniel A. Hudson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ $ 315,000 ​ ​ ​ ​ $ 354,375 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TSR PRSU ​ ​ ​ ​ 2,668 ​ ​ ​ ​ ​ 5,337 ​ ​ ​ ​ ​ 10,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 212,466 ​ ​ ​ ​ ​ 3/16/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3YR RSU ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16,014 ​ ​ ​ ​ $ 637,517 ​ ​ ​ (1) These columns show the possible cash incentive payouts for each NEO for fiscal year 2023 based on performance goals set for the following percentagesyear. Threshold, target and maximum possible payouts are based on the annual cash incentive range established for each NEO, which is expressed as a percentage of their total annual compensation (not including changes in pension value and nonqualified deferred compensation earnings): Mr. Rigdon, 7.4%; Mr. Fanning, 5.5%; and Mr. Gorski, 5.3%. As described in “Overview of Executive Compensation—Compensation Program and Paymentsbase salary for the year. Actual cash incentive amounts earned for 2023 are reflected in the 2017 Transition Period—Base Salary,” in support of its cost-cutting efforts, the committee has approved a decrease in base salaries for each named executive effective January 1, 2018. Bonus andNon-equity Incentive Plan Compensation.    The amounts reported in the “Bonus” column of the Summary Compensation Table reflect (1) for each of Messrs. Platt, Fanning, and Gorski, the last two installments of the retention bonus paid to him in the 2017 transition period pursuant to a retention program that was adopted by the predecessor board during fiscal 2017 and (2) for Mr. Rigdon, the amount paid to him for individual performance under our 2017 transition period STI plan. The amounts reported in the“Non-equity“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table reflect amounts actuallyTable. For information about the 2023 cash incentive paid to our named executivesNEOs, see “Compensation Discussion and Analysis—Compensation Components—Annual Short-Term Cash Incentive Compensation” beginning on page 43. ​ (2) All equity grants were awarded under the 2021 Stock Incentive Plan. ​ (3) Relates to TSR PRSUs granted, which are subject to a three-year performance period and vest based upon Tidewater’s TSR performance as compared to its compensation peer group. see “Compensation Discussion and Analysis—Compensation Components—Long-Term Incentive Compensation” beginning on companypage 45. “Threshold” represents the number of shares deliverable on achievement of the 30% relative TSR performance for the period under our STI plan. For more information, see “Overview of Executive Compensation—Compensation Program and Paymentsthreshold set forth in the 2017 Transition Period—December 2016 Retention Program” and “—Short-term Incentive Compensation.” Long-Term Incentive Compensation. GivenTSR PRSU award agreement which would be 50% of the inherent difficultytarget number of shares. “Target” represents the number of shares deliverable on achievement of the target 60% relative TSR performance under the PRSU grant. “Maximum” reflects the achievement of the highest possible payout, or 200% of target number of shares, with the achievement of 90% or greater relative TSR performance. In each case, if Tidewater’s absolute TSR performance over the performance period is negative, the payout percentage may not exceed 100%, or the target number of shares. PRSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested PRSUs are paid in setting long-term performance metrics in the midstshares of our common stock. ​ (4) Represents a restructuring, all long-term incentives granted during the 2017 transition period were in the formgrant of time-based RSUs. For information regarding theserestricted stock units that vest one-third per year on March 22, 2024, 2025, and 2026, subject to the executive’s continued employment through such date. ​ (5) With respect to PRSU awards, see Overviewthis column reflects the grant date fair value for such PRSUs at target, or $39.81 per share, multiplied by the “target” number of Executive Compensation–Compensation Program and Payments in the 2017 Transition Period—Long-term Incentive Compensation.” Employment Agreements. Only one of our named executives, Mr. Rigdon (a sitting director who served as our president and chief executive officer on an interim basis for a five-month period beginning in October 2017), was party to an employment agreement during the 2017 transition period, details of which may be found under “Overview of Executive Compensation—Compensation Program and Payments in the 2017 Transition Period—Employment Agreement with Mr. Rigdon.” We have entered into a change of control agreement with each of Messrs. Fanning and Gorski, which provides certain employment protections during atwo-year period following the occurrence of certain changes of control of the company. Our legacy change of control agreements expired on December 31, 2017 and we entered into new agreements with each of them, effective January 1, 2018, which, among other things, eliminate any legacy rights to excise taxgross-ups and better align with current market practice. For more information, see “Overview of Executive Compensation—Compensation Program and Payments in the 2017 Transition Period—Change of Control Agreements.” In addition, after the end of the 2017 transition period, we announced the appointment of John T. Rynd as our new president, chief executive officer, and a director effective March 5, 2018. In connection with his appointment, we entered into certain compensation arrangements with Mr. Rynd, details of which may be found under “Overview of Executive Compensation—Appointment of New President and CEO in Fiscal 2018.” PRSUs. ​ 50 TABLE OF CONTENTS​ OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017 2023 FISCAL YEAR END The following table details theall outstanding equity awards held by our named executives as of December 31, 2017. Name    Number of Shares or Units(1) (#)     Market Value(2) ($)   Larry T. Rigdon      19,273 (3)      470,261   Jeffrey M. Platt      —         —     Quinn P. Fanning      194,366 (4)      4,742,530   Jeffrey A. Gorski      194,366 (4)      4,742,530   2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Awards ​ ​ ​ ​ ​ Option Awards ​ ​ Unvested Equity Incentive Plan Awards ​ ​ Unvested Stock Awards ​ ​ ​ ​ ​ Securities underlying Unexercised Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares or Units(3) (#) ​ ​ Market Value(4) ($) ​ ​ Number of Shares or Units (#) ​ ​ Market Value(4) ($) ​ ​ Name / Award / Grant Date ​ ​ (#) Exercisable ​ ​ (#) Unexercis-able ​ ​ Exercise Price ​ ​ Expiration Date ​ ​ Quintin V. Kneen ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NQSO 04/20/2020(1) ​ ​ ​ ​ 344,598 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 6.475 ​ ​ ​ ​ ​ 4/20/30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NQSO 03/22/2021(2) ​ ​ ​ ​ 172,772 ​ ​ ​ ​ ​ 86,336 ​ ​ ​ ​ $ 18.09 ​ ​ ​ ​ ​ 3/22/31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSU 03/22/2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 28,796 ​ ​ ​ ​ $ 2,076,480 ​ ​ ​ RSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 61,925 ​ ​ ​ ​ $ 4,465,412 ​ ​ ​ RSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ $ 3,169,883 ​ ​ ​ PRSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 92,888 ​ ​ ​ ​ $ 6,698,154 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PRSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 43,959 ​ ​ ​ ​ $ 3,169,883 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Samuel R. Rubio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSU 03/22/2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,580 ​ ​ ​ ​ $ 1,411,914 ​ ​ ​ RSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,558 ​ ​ ​ ​ $ 1,626,657 ​ ​ ​ RSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ $ 1,358,480 ​ ​ ​ PRSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,279 ​ ​ ​ ​ $ 813,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PRSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ $ 452,851 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ David E. Darling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSU 03/22/2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,580 ​ ​ ​ ​ $ 1,411,914 ​ ​ ​ RSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,558 ​ ​ ​ ​ $ 1,626,657 ​ ​ ​ RSU 03/22/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,839 ​ ​ ​ ​ $ 1,358,480 ​ ​ ​ PRSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,279 ​ ​ ​ ​ $ 813,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PRSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,280 ​ ​ ​ ​ $ 452,851 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Daniel A. Hudson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSU 03/22/2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,580 ​ ​ ​ ​ $ 1,411,914 ​ ​ ​ RSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,558 ​ ​ ​ ​ $ 1,626,657 ​ ​ ​ RSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16,014 ​ ​ ​ ​ $ 1,154,770 ​ ​ ​ PRSU 03/10/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,279 ​ ​ ​ ​ $ 813,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PRSU 03/16/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,337 ​ ​ ​ ​ $ 384,851 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents stock options granted to Mr. Kneen with a premium exercise price per share (125% of closing price of a share of our common stock on the date of grant) on April 20, 2020, and vested one-third per year on April 15, 2021, 2022 and 2023. ​ (2) Represents stock options granted to Mr. Kneen with a premium exercise price per share (125% of closing price of a share of our common stock on the date of grant). These options vested one-third per year on March 22 of each of 2022, 2023, and 2024. ​ (3) Represents “target” of TSR PRSUs granted, which are subject to a three-year performance period and vest based upon Tidewater’s TSR performance as compared to its compensation peer group. See “Compensation Discussion and Analysis—​Compensation Components—Long-Term Incentive Compensation” beginning on page 45. ​ (4) The market value of all reported stock awards is based on the closing price of our common stock on December 31, 2023, as reported on the NYSE, which was $72.11 per share. ​ 51 TABLE OF CONTENTS​​​ OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2023 The following table sets forth information regarding all stock awards that vested during fiscal 2023 for each of our named executives. No stock options were exercised during fiscal 2023. ​ ​ ​ ​ Stock Awards ​ ​ Name ​ ​ Number of Shares Acquired on Vesting(1) (#) ​ ​ Value Realized on Vesting(2) ($) ​ ​ Quintin V. Kneen ​ ​ ​ ​ 97,662 ​ ​ ​ ​ $ 4,354,218 ​ ​ ​ Samuel R. Rubio ​ ​ ​ ​ 40,867 ​ ​ ​ ​ $ 1,791,860 ​ ​ ​ David E. Darling ​ ​ ​ ​ 40,867 ​ ​ ​ ​ $ 1,791,860 ​ ​ ​ Daniel A. Hudson ​ ​ ​ ​ 40,867 ​ ​ ​ ​ $ 1,791,860 ​ ​ ​ (1) This figure represents the total number of shares that the named executive was entitled to receive under all stock awards held by him that vested in 2023. ​ (2) Amounts shown represent the product of the number of shares vested and the closing price of Tidewater’s common stock on the NYSE on either the award’s certification vesting date, for performance-based awards, or the award’s vesting date, for time-vested awards. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the cancellation of shares to satisfy tax withholding obligations. ​ FISCAL 2023 PENSION BENEFITS The following table sets forth information relating to our named executives who participate in our defined benefit pension plan (“Pension Plan”). As described in greater detail below, in 2010, the Pension Plan was closed to new participants and frozen such that no additional benefits will accrue to existing participants. Mr. Darling is the only named executive who participates in the Pension Plan. ​ Name ​ ​ Plan Name ​ ​ Number of Years of Credited Service (#) ​ ​ Present Value of Accumulated Benefits(2) ($) ​ ​ Payments During Last Fiscal Year ($) ​ ​ David E. Darling(1) ​ ​ Pension Plan ​ ​ ​ ​ — ​ ​ ​ ​ ​ 32,179 ​ ​ ​ ​ ​ 2,227 ​ ​ ​ (1) As discussed in greater detail below, Mr. Darling’s benefit is based on his prior service with us and he is currently in payout status. ​ (2) A discussion of the other assumptions used in calculating the present value of accumulated benefits is set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. ​ We only have one named executive who is still covered by the Pension Plan. Mr. Darling, who most recently joined the company in March 2018, was previously employed by us from 1983 to 1996. During that previous employment, he accrued benefits under the Pension Plan, which are now being paid out to him in accordance with his prior benefit election (50% joint and contingent annuity). He will not accrue any additional benefits for his current service given that the Pension Plan is now frozen. FISCAL 2023 NON-QUALIFIED DEFERRED COMPENSATION Although we sponsor a Supplemental Savings Plan (“SSP”), which provides executive officers and certain other designated participants who earn over the qualified 401(k) plan limits with compensation deferral opportunities, none of our named executives have participated in this plan. 52 TABLE OF CONTENTS​ POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following information and table set forth the amount of payments to each of our named executives that would be made in the event of the named executive’s death or disability, retirement, termination by the Company without cause or by the named executive with good reason, and termination following a change in control. The table also sets forth the amount of payments to each of our named executives in the event of a change of control without a termination of employment. Our Board approved a combined severance and change of control agreement approved on March 9, 2021, and entered into the agreement with each of our named executives, which are described in the CD&A—Compensation Components subsection entitled, “2021 Consolidation of Employment-Related Agreements.” Assumptions and General Principles. The following assumptions and general principles apply with respect to the following table and any termination of employment of a named executive. • The amounts shown in the table assume that the date of termination of employment of each named executive was December 31, 2023. Accordingly, the table reflects amounts payable to our named executives as of December 31, 2023, and includes estimates of amounts that would be paid to the named executive upon the occurrence of a termination or change in control. The actual amounts that would be paid to a named executive can only be determined at the time of the termination or change in control. ​ • If a named executive is employed on December 31 of a given year, that executive will generally be entitled to receive an annual cash bonus for that year under our short-term cash incentive plan. Even if a named executive resigns or is terminated with cause at the end of the fiscal year, the executive may receive an incentive bonus, because the executive had been employed for the entire fiscal year. Under these scenarios, this payment is not a severance or termination payment, but is a payment for services provided over the course of the year, and therefore is included in the table but not as a termination-related benefit. The named executive would not receive a pro rata bonus payment under these circumstances if employment terminated prior to the end of the year. ​ • A named executive will be entitled to receive all amounts accrued and vested under our retirement and savings programs including any pension plans and deferred compensation plans in which the named executive participates. These amounts will be determined and paid in accordance with the applicable plan and benefits payable under the non-qualified plans in which the named executives participate are also reflected in the table. Qualified retirement plan benefits payable under our Retirement Plan are not included. ​ Death and Disability. Upon a named executive’s death or termination due to disability: • A named executive (or, if applicable, his estate) will receive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year. ​ • For each named executive, the vesting of any unvested portion of his outstanding equity awards will accelerate. ​ Termination without Cause or with Good Reason. Upon termination of a named executive by the Company without “cause” or by the executive with “good reason” ​(as those terms are defined in the applicable agreement): • The Compensation & Human Capital Committee may elect to pay the named executive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year. ​ 53 TABLE OF CONTENTS • Under his Severance and Change of Control agreement, Mr. Kneen would be entitled to receive (1) cash severance payment equal to the sum of one year of base salary and target bonus multiplied by two, paid in installments over the post-employment restricted period; (2) pro rata bonus for the year of termination; (3) lump sum cash payment equal to COBRA premiums that would be paid over 24 months; (4) accelerated vesting and payout of all unvested time-based equity awards scheduled to vest within 12 months; and (5) allowed to retain all unvested performance-based equity awards scheduled to vest within 12 months, which remain subject to original performance conditions. ​ • Under their Severance and Change of Control agreements, Messrs. Darling, Hudson and Rubio would be entitled to receive (1) cash severance payment equal to the sum of one year of base salary and target bonus multiplied by one-and-a-half, paid in installments over the post- employment restricted period; (2) pro rata bonus for the year of termination; (3) lump sum cash payment equal to COBRA premiums that would be paid over 18 months; (4) accelerated vesting and payout of all unvested time-based equity awards scheduled to vest within 12 months; and (5) allowed to retain all unvested performance-based equity awards scheduled to vest within 12 months, which remain subject to original performance conditions. ​ All Other Terminations (Outside of a Change of Control). Generally, a named executive is not entitled to receive any form of severance payments or benefits upon his voluntary decision to terminate employment with the company or upon termination for cause. Change of Control. In the event of a change of control (as defined in the applicable plan or agreement), each named executive would be entitled to receive certain employment protections during the two-year period following the consummation of a change of control. If, during the two-year protected period, the named executive were terminated by the Company without “cause” or terminated his employment with “good reason,” then he would be entitled to certain payments and benefits. Specifically, the named executive would be entitled to receive, among other benefits: • a cash severance payment equal to a specific multiple (three times for the CEO, two times for any Executive Vice President, one-and-a-half times for any Senior Vice President and one time for any Vice President) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus equal to the greater of three-year average bonus and target bonus for the year of termination; ​ • a pro-rata STI payout for the fiscal year in which the termination occurred; ​ • acceleration of any unvested equity awards; ​ • a lump sum cash payment equal to COBRA premiums for a specified number of months (36 months for the CEO, 24 months for any Executive Vice President, 12 months for any Senior Vice President, and 12 months for any Vice President) rather than continued coverage; and ​ • outplacement assistance, not to exceed $25,000. ​ The Severance and Change of Control Agreement did not provide for any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, the named executive would be entitled to receive the “best net” treatment, which means that if the total of all change of control payments due him exceeds the threshold that would trigger the imposition of excise taxes, the executive would either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him the better after-tax result. 54 TABLE OF CONTENTS Estimated Payments on Termination or Change in Control ​ Event ​ ​ Mr. Kneen ​ ​ Mr. Rubio ​ ​ Mr. Darling ​ ​ Mr. Hudson ​ ​ Death or Disability ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accelerated vesting of stock options(1) ​ ​ ​ $ 4,663,871 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ Accelerated vesting of RSUs(2) ​ ​ ​ $ 19,579,812 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,391,521 ​ ​ ​ Subtotal–Termination-Related Benefits ​ ​ ​ $ 24,243,683 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,391,521 ​ ​ ​ Annual incentive for full fiscal year ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Total ​ ​ ​ $ 24,243,683 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,391,521 ​ ​ ​ Termination without Cause or with Good Reason ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accelerated vesting of RSUs(3) ​ ​ ​ $ 5,365,777 ​ ​ ​ ​ $ 2,678,021 ​ ​ ​ ​ $ 2,678,021 ​ ​ ​ ​ $ 2,610,166 ​ ​ ​ Cash severance payment(4) ​ ​ ​ $ 3,150,000 ​ ​ ​ ​ $ 1,200,000 ​ ​ ​ ​ $ 1,350,000 ​ ​ ​ ​ $ 945,000 ​ ​ ​ Additional benefits(5) ​ ​ ​ $ 46,488 ​ ​ ​ ​ $ 16,290 ​ ​ ​ ​ $ 15,264 ​ ​ ​ ​ $ 23,238 ​ ​ ​ Subtotal–Termination-Related Benefits ​ ​ ​ $ 8,562,265 ​ ​ ​ ​ $ 3,894,311 ​ ​ ​ ​ $ 4,043,285 ​ ​ ​ ​ $ 3,578,404 ​ ​ ​ Annual incentive for full fiscal year ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Total ​ ​ ​ $ 8,562,265 ​ ​ ​ ​ $ 3,894,311 ​ ​ ​ ​ $ 4,043,285 ​ ​ ​ ​ $ 3,578,404 ​ ​ ​ All Other Terminations (outside of Change in Control) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual incentive for full fiscal year ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Total ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Change in Control (no termination) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual incentive for full fiscal year ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Total ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Change in Control with Termination ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accelerated vesting of stock options(1) ​ ​ ​ $ 4,663,871 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ Accelerated vesting of RSUs(2) ​ ​ ​ $ 19,579,812 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,663,231 ​ ​ ​ ​ $ 5,391,521 ​ ​ ​ Cash severance payment(6) ​ ​ ​ $ 4,725,000 ​ ​ ​ ​ $ 1,600,000 ​ ​ ​ ​ $ 1,800,000 ​ ​ ​ ​ $ 1,260,000 ​ ​ ​ Additional benefits(7) ​ ​ ​ $ 94,717 ​ ​ ​ ​ $ 46,721 ​ ​ ​ ​ $ 45,361 ​ ​ ​ ​ $ 55,985 ​ ​ ​ Subtotal–Termination-Related Benefits ​ ​ ​ $ 29,063,400 ​ ​ ​ ​ $ 7,309,952 ​ ​ ​ ​ $ 7,508,592 ​ ​ ​ ​ $ 6,707,506 ​ ​ ​ Annual incentive for full fiscal year ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 0 ​ ​ ​ Total ​ ​ ​ $ 29,063,400 ​ ​ ​ ​ $ 7,309,952 ​ ​ ​ ​ $ 7,508,592 ​ ​ ​ ​ $ 6,707,506 ​ ​ ​ (1) Reflects the difference between the closing price of a share of our common stock on December 31, 2023, or $72.11, and the per-share exercise price of the unvested options, multiplied by the number of options for which vesting would be accelerated. ​ (2) Accelerates vesting of all time-based RSUs and performance-based RSUs, assuming target performance on any performance-based RSUs. ​ (3) Under their Severance and Change of Control agreements, each of Messrs. Kneen, Rubio, Darling and Hudson would be entitled to acceleration of all time-based RSUs scheduled to vest in the next 12 months and keep any performance-based RSUs with potential of vesting within 12 months of December 31, 2023, which would include 92,888 PRSUs granted to Mr. Kneen and 11,279 PRSUs granted to each of Messrs. Rubio, Darling and Hudson the performance period of which ends on December 31, 2024. ​ (4) Under the Severance and Change of Control agreements, Mr. Kneen would be entitled to a cash severance payment in the amount of two times his (a) base salary plus (b) target bonus. Under their Severance and Change of Control agreements, Messrs. Rubio, Darling, and Hudson would be entitled to a cash severance payment in the amount of 1.5 times his (x) base salary plus (y) target bonus. ​ (5) Includes the value of COBRA continuation coverage for specified number of months (24 for Mr. Kneen and 18 for each of Messrs. Rubio, Darling, and Hudson), based on the officer’s current benefit elections. ​ 55 TABLE OF CONTENTS (6) Under the Severance and Change of Control agreements, Mr. Kneen would be entitled to a cash severance payment in the amount of three times his (a) base salary plus (b) the greater of three-year average bonus or his target bonus for the year of termination. Under their Severance and Change of Control agreements, Messrs. Rubio, Darling, and Hudson would be entitled to a cash severance payment in the amount of two times his (x) base salary plus (y) the greater of his three- year average bonus or his target bonus for the year of termination. ​ (7) Includes the value of COBRA continuation coverage for specified number of months (36 for Mr. Kneen and 24 for each of Messrs. Rubio, Darling, and Hudson), based on the officer’s current benefit elections, plus the maximum outplacement assistance ($25,000), as provided in the Severance and Change of Control agreements. ​ 56 TABLE OF CONTENTS​ EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2023, about our equity compensation plans under which shares of common stock of the company are authorized for issuance: ​ Plan Category ​ ​ Number of securities to be issued upon exercise of outstanding options and rights(3) (a) ​ ​ Weighted-average exercise price of outstanding options and rights(4) (b) ​ ​ Number of securities remaining available for future issuance under plans (excluding securities reflected in column (a)(5) (c) ​ ​ Equity Compensation Plan Approved by Shareholders(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,521,436 ​ ​ ​ Equity Compensation Plan Approved by Shareholders(2) ​ ​ ​ ​ 603,756 ​ ​ ​ ​ $ 11.46 ​ ​ ​ ​ ​ — ​ ​ ​ Totals as of December 31, 2023 ​ ​ ​ ​ 603,756 ​ ​ ​ ​ $ 11.46 ​ ​ ​ ​ ​ 1,521,436 ​ ​ ​ (1) Represents shares subject to awards issued under the Tidewater Inc. 2021 Stock Incentive Plan (the “2017 Plan”). ​ (2) Represents shares subject to awards issued under the Tidewater Inc. 2017 Stock Incentive Plan (the “2017 Plan”). ​ (3) Represents the number of shares that may be issued pursuant to outstanding stock options currently outstanding under the 2017 Plan. ​ (4) Represents the weighted average exercise price for outstanding stock options. These options have a weighted average remaining contractual term of 6.8 years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Weighted Options ​ ​ ​ ​ 2,232,995 ​ ​ ​ 2022 Weighted Options ​ ​ ​ ​ 4,688,168 ​ ​ ​ Total Options ​ ​ ​ ​ 603,756 ​ ​ ​ Total Weighted Options Exercise Price ​ ​ ​ $ 11.46 ​ ​ ​ ​ (5) Awards may be granted under the 2021 Plan in the form of stock options, restricted stock, RSUs, or other cash- or equity- based awards. The remaining available shares assumes PRSUs issued of target (100%). ​ 57 TABLE OF CONTENTS​ PAY RATIO DISCLOSURE As required by SEC rules, we determined the ratio of the annual total compensation of Mr. Kneen, our current President and CEO, relative to the annual total compensation of our median employee. For the fiscal year ended December 31, 2023: • the annual total compensation paid to the individual who was identified as the median employee of our company and its consolidated subsidiaries (other than our CEO), was $46,030; ​ • the annual total compensation of our CEO (as reported in the Summary Compensation Table) was $4,245,778; and ​ • based on this information, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation is 92 to 1. ​ To calculate the 2023 CEO pay ratio, we used the compensation of the same median employee used for purposes of calculating the CEO pay ratio for 2022. In determining our median employee, we examined annual base cash compensation for all employees as of December 31, 2022. As of this date, Tidewater and its consolidated subsidiaries had over 6,300 employees across the globe, with over 90% of our fleet working internationally in more than 20 countries. To aid in maintaining a uniformity of comparison, we annualized the compensation for full-time workers who joined us after the first of the year and converted all amounts paid in foreign currencies to U.S. dollars based on the exchange ratio for each such currency reported on the same day. A significant portion of our workforce consists of individuals who are not employed by us directly, but rather work as crew members on our vessels or provide services to us under collective bargaining agreements or through third party labor service providers (manning agencies). For crew members who work with us through these manning agencies, the individuals are employed by the agency (a third party) but we are responsible for setting the pay or “day rate,” which the employee may accept or reject. As a result, our crew members may not work for us full-time or during the entire year and may in fact also provide services on vessels owned by other companies or operators during the year. The majority of these individuals provide services on vessels that operate outside of the United States, including in areas where wages may not be comparable to wages paid to workers who provide services on U.S.- based vessels. Due to our global footprint and the lack of continuity in workforce, the compensation profile of our employee population as reported in this pay ratio disclosure may not be completely reflective of the level of compensation paid to our workers. Once the median employee was identified, we calculated that employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table in order to determine the pay ratio provided above. The compensation paid to our median employee consisted solely of base cash wages, so the annual compensation reported for that employee above is the same figure we used to identify that employee as the median employee. Please be advised that this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules. 58 TABLE OF CONTENTS​ PAY VS. PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Tidewater. As discussed in the CD&A above, our Compensation & Human Capital Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Tidewater’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. For further information concerning Tidewater’s pay for performance philosophy and how Tidewater aligns executive compensation with performance, see “Compensation Discussion and Analysis—Pay-for-Performance Driven” beginning on page 37. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Value of initial fixed $100 investment based on: ​ ​ (Stated in millions) ​ ​ Year ​ ​ Summary Compensation Table Total for CEO(1) ​ ​ Compensation actually paid to CEO(2) ​ ​ Average Summary compensation table total for non-CEO NEOs(1)(3) ​ ​ Average compensation actually paid to non-CEO NEOs(3)(4) ​ ​ Total shareholder return(5) ​ ​ Peer group total shareholder return(6) ​ ​ Net income (loss) (millions)(7) ​ ​ Adjusted EBITDA(8) ​ ​ 2023 ​ ​ ​ $ 4,245,778 ​ ​ ​ ​ $ 14,314,971 ​ ​ ​ ​ $ 1,686,422 ​ ​ ​ ​ $ 4,626,577 ​ ​ ​ ​ $ 195.69 ​ ​ ​ ​ $ 100.02 ​ ​ ​ ​ $ 95.6 ​ ​ ​ ​ $ 386.7 ​ ​ ​ 2022 ​ ​ ​ $ 4,655,100 ​ ​ ​ ​ $ 11,566,762 ​ ​ ​ ​ $ 1,520,139 ​ ​ ​ ​ $ 3,977,064 ​ ​ ​ ​ $ 344.07 ​ ​ ​ ​ $ 146.82 ​ ​ ​ ​ $ (22) ​ ​ ​ ​ $ 167 ​ ​ ​ 2021 ​ ​ ​ $ 3,023,513 ​ ​ ​ ​ $ 3,525,698 ​ ​ ​ ​ $ 1,307,744 ​ ​ ​ ​ $ 1,340,698 ​ ​ ​ ​ $ 123.96 ​ ​ ​ ​ $ 82.83 ​ ​ ​ ​ $ (129.0) ​ ​ ​ ​ $ 34.7 ​ ​ ​ 2020 ​ ​ ​ $ 2,923,216 ​ ​ ​ ​ $ 2,113,026 ​ ​ ​ ​ $ 843,539 ​ ​ ​ ​ $ 605,128 ​ ​ ​ ​ $ 44.81 ​ ​ ​ ​ $ 63.45 ​ ​ ​ ​ $ (196.2) ​ ​ ​ ​ $ 34.7 ​ ​ (1) The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO and President, Quintin Kneen, during each year. ​ (2) The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules for the CEO for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: ​ ​ Year ​ ​ Summary Compensation Table Total for CEO ​ ​ Reported Value of Equity Awards(a) ​ ​ Equity Award Adjustments(b) ​ ​ CAP to CEO ​ ​ 2023 ​ ​ ​ $ 4,245,778 ​ ​ ​ ​ $ 3,500,000 ​ ​ ​ ​ $ 13,569,193 ​ ​ ​ ​ $ 14,314,971 ​ ​ ​ 2022 ​ ​ ​ $ 4,655,100 ​ ​ ​ ​ $ 3,500,000 ​ ​ ​ ​ $ 10,411,662 ​ ​ ​ ​ $ 11,566,762 ​ ​ ​ 2021 ​ ​ ​ $ 3,023,513 ​ ​ ​ ​ $ 2,055,123 ​ ​ ​ ​ $ 2,557,308 ​ ​ ​ ​ $ 3,525,698 ​ ​ ​ 2020 ​ ​ ​ $ 2,923,216 ​ ​ ​ ​ $ 1,702,106 ​ ​ ​ ​ $ 891,916 ​ ​ ​ ​ $ 2,113,026 ​ ​ ​ a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. ​ 59 TABLE OF CONTENTS b) The equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following: ​ ​ Year ​ ​ Year End Fair Value of Equity Awards Granted During the Year ​ ​ Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ​ ​ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ​ ​ Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ​ ​ Total Equity Award Adjustments ​ ​ 2023 ​ ​ ​ $ 6,339,767 ​ ​ ​ ​ $ 6,474,053 ​ ​ ​ ​ $ 755,373 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 13,569,193 ​ ​ ​ 2022 ​ ​ ​ $ 6,845,809 ​ ​ ​ ​ $ 2,496,292 ​ ​ ​ ​ $ 960,276 ​ ​ ​ ​ $ 109,285 ​ ​ ​ ​ $ 10,411,662 ​ ​ ​ 2021 ​ ​ ​ $ 1,881,487 ​ ​ ​ ​ $ 442,067 ​ ​ ​ ​ $ 233,754 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,557,308 ​ ​ ​ 2020 ​ ​ ​ $ 2,095,566 ​ ​ ​ ​ $ (726,808) ​ ​ ​ ​ $ (476,842) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 891,916 ​ ​ ​ (3) The dollar amounts reported represent the average of the amounts reported for Tidewater’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Rubio, Darling and Hudson. ​ (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid: ​ ​ Year ​ ​ Summary Compensation Table Avg for Other NEOs ​ ​ Average Reported Value of Equity Awards Other NEOs (a) ​ ​ Average Equity Award Adjustments (b) ​ ​ Average CAP to Other NEOs ​ ​ 2023 ​ ​ ​ $ 1,686,422 ​ ​ ​ ​ $ 950,000 ​ ​ ​ ​ $ 3,890,155 ​ ​ ​ ​ $ 4,626,577 ​ ​ ​ 2022 ​ ​ ​ $ 1,520,139 ​ ​ ​ ​ $ 850,000 ​ ​ ​ ​ $ 3,306,925 ​ ​ ​ ​ $ 3,977,064 ​ ​ ​ 2021 ​ ​ ​ $ 1,307,744 ​ ​ ​ ​ $ 747,198 ​ ​ ​ ​ $ 780,152 ​ ​ ​ ​ $ 1,340,698 ​ ​ ​ 2020 ​ ​ ​ $ 843,539 ​ ​ ​ ​ $ 155,509 ​ ​ ​ ​ $ (82,902) ​ ​ ​ ​ $ 605,128 ​ ​ ​ a) The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. ​ b) The equity award adjustments for each applicable year were calculated using valuation methodologies (x) to compute fair values that did not materially differ from those disclosed at the time of grant and (y) are accordance with FASB ASC 718. These adjustments include the addition (or subtraction, as applicable) of the following: ​ ​ Year ​ ​ Year End Fair Value of Equity Awards Granted During the Year ​ ​ Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ​ ​ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ​ ​ Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ​ ​ Total Equity Award Adjustments ​ ​ 2023 ​ ​ ​ $ 1,720,761 ​ ​ ​ ​ $ 1,883,483 ​ ​ ​ ​ $ 285,911 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 3,890,155 ​ ​ ​ 2022 ​ ​ ​ $ 1,662,561 ​ ​ ​ ​ $ 1,285,278 ​ ​ ​ ​ $ 347,137 ​ ​ ​ ​ $ 11,949 ​ ​ ​ ​ $ 3,306,925 ​ ​ ​ 2021 ​ ​ ​ $ 629,127 ​ ​ ​ ​ $ 78,323 ​ ​ ​ ​ $ 72,703 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 780,152 ​ ​ ​ 2020 ​ ​ ​ $ 259,381 ​ ​ ​ ​ $ (168,640) ​ ​ ​ ​ $ (173,643) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (82,902) ​ ​ ​ (5) Cumulative total shareholder return (“TSR”) is calculated assuming $100 was invested on December 31, 2019, and through the end of each fiscal year shown in the table. ​ 60 TABLE OF CONTENTS (6) Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is one of the peer groups used by Tidewater for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Tidewater’s Annual Report on Form 10-K for the year ended December 31, 2023. ​ (7) The dollar amounts reported represent the amount of net income reflected in Tidewater’s audited financial statements for the applicable year. ​ (8) Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. For a reconciliation of net income attributable to Tidewater on a GAAP basis to adjusted EBITDA, see Appendix A. ​ Pay-for-Performance Alignment As described in greater detail in “Compensation Discussion and Analysis” beginning on page 36, Tidewater’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that Tidewater uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The following table identifies the three most important financial performance measures used by our Compensation & Human Capital Committee to link the “compensation actually paid” ​(CAP) to our CEO and other NEOs in 2023, calculated in accordance with SEC regulations, to company performance. Financial Performance Measures Adjusted EBITDA Total Shareholder Return Free Cash Flow In accordance with SEC rules, Tidewater is providing the following descriptions of the relationship over the three-year period ended December 31, 2023, between the CAP presented in the Pay versus Performance table and Tidewater’s TSR, Net Income and Adjusted EBITDA results over the same period. Compensation Actually Paid vs. TSR (TDW & Peers) 61 TABLE OF CONTENTS Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Adjusted EBITDA 62 TABLE OF CONTENTS​ PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION As described in Proposal 2, our shareholders are being asked to vote to approve the compensation of our named executive officers, as reported in this Proxy Statement. This Proposal 3, which is provided pursuant to Section 14A of the Exchange Act, gives you the opportunity to cast a non-binding vote on how often the Company should include an advisory vote on named executive compensation in its proxy materials for future annual or other meetings for which the Company must include executive compensation information. Shareholders may vote to have the advisory vote on executive compensation every one year, every two years, or every three years. Shareholders may also abstain from voting. The Board believes that these votes should occur every year so shareholders may annually express their views on our executive compensation program. The Company has been providing an advisory vote on executive compensation on an annual basis. The Board values the opportunity to receive feedback and will continue to consider the outcome of these votes in making executive compensation decisions. (1)​ Represents unvested time-based RSUs held by our named executives. Once vested, each RSU entitles its holder to receive one share of our common stock.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EVERY “ONE YEAR” ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. ​ ​ ​ (2) The market value of all reported stock awards is based on the closing price of our common stock on the last trading day of the 2017 transition period, December 29, 2017, as reported on the NYSE ($24.40). (3) Mr. Rigdon received two grants during the 2017 transition period (one in September 2017 in consideration of his service as director and one in October 2017 in consideration of his service as interim president and chief executive officer). The employment grant (13,403 RSUs) was scheduled to vest in equal quarterly installments over aone-year period beginning January 16, 2018.One-quarter of these RSUs (3,351) vested on January 16, 2018. Upon our appointment of Mr. Rynd to serve as president and chief executive officer effective March 5, 2018, the vesting of the remainder of the employment grant was accelerated (10,052 RSUs). Mr. Rigdon’s director grant (5,870 RSUs), like the equity grants made to our othernon-employee directors, is scheduled to vest on July 31, 2018. (4) These RSU grants were negotiated as part of the Restructuring and vestone-third per year on August 18 of each of 2018, 2019, and 2020. 63 TABLE OF CONTENTS​ PROPOSAL 4: RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDITORS FOR 2024 The audit committeeAudit Committee of our boardBoard has selected Deloitte & TouchePricewaterhouseCoopers LLP (“Deloitte & Touche”PricewaterhouseCoopers”) as the company’sour independent registered public accounting firm to audit theour consolidated financial statements of the company for the fiscal year ending December 31, 2018.2024. Although ratification is not required by our bylaws or otherwise, our board is submitting the selection of Deloitte & Touche to our stockholders for ratification as a matter of good corporate practice. If the stockholders do notgovernance, we are asking you to ratify, on an advisory basis, the appointment of Deloitte & Touche byPricewaterhouseCoopers as our independent auditor for the affirmative vote ofyear ending December 31, 2024. If the holders of a majority of our common stock present in person or by proxy atappointment is not ratified, the meeting and entitledAudit Committee will consider whether it is appropriate to vote, the audit committee will reconsiderselect another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of the independent auditors. Tidewater and its shareholders. Abstentions will be treated as votes against this proposal. Because this is a discretionary proposal, shares held by brokers, banks and other nominees may be voted with respect to this proposal if the owner of such shares does not provide voting instructions. With respect to shares held of record, if no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote FOR ratification of the appointment of Deloitte & TouchePricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2018.2024. For more information, please see “Questions and Answers about the Annual Meeting and Voting.” Representatives of Deloitte & TouchePricewaterhouseCoopers are expected to be present at the 2018 annual meeting,2024 Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018. AUDIT COMMITTEE REPORT The audit committee is currently comprised of three directors, all of whom are independent, as defined by SEC rules and the NYSE’s listing standards. We operate under a written charter approved by our committee and adopted by the board, which is available under “Committee Charter Downloads” in the “About Tidewater–Corporate Governance” section of our website atwww.tdw.com. Our primary function isFees Paid to assist the board in its oversight of: (1) the integrity of the financial statements, reports and other financial information provided by the company to any governmental or regulatory body, the public or other users thereof; (2) the company’s compliance with certain legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications and independence; (4) the performance of the company’s internal audit function and independent registered public accounting firm; and (5) the company’s systems of disclosure controls and procedures and internal controls over financial reporting. We oversee the company’s financial reporting process on behalf of the board. We are responsible for monitoring this process, but we are not responsible for developing and consistently applying the company’s accounting principles and practices, preparing and maintaining the integrity of the company’s financial statements and maintaining an appropriate system of internal controls, auditing the company’s financial statements and the effectiveness of internal control over financial reporting, or reviewing the company’s unaudited interim financial statements. Those are the responsibilities of management and the company’s independent registered public accounting firm, respectively. During the 2017 transition period, management assessed the effectiveness of the company’s system of internal control over financial reporting in connection with the company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002. We reviewed and discussed with management and Deloitte & Touche LLP, the company’s independent registered public accounting firm (“Deloitte & Touche”), management’s report on internal control over financial reporting, which was included in the company’s Transition Report on Form10-KT for the transition period ended December 31, 2017. Appointment of Independent Registered Public Accounting Firm; Financial Statement Review In September 2017, in accordance with our charter, we appointed Deloitte & Touche as the company’s independent registered public accounting firm for the 2017 transition period. We have reviewed and discussed the company’s audited financial statements for the 2017 transition period with management and Deloitte & Touche. Management represented to us that the audited financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the company as of and for the periods presented in the financial statements in accordance with accounting principles generally accepted in the United States, and Deloitte & Touche provided an audit opinion to the same effect. We have received from Deloitte & Touche the written disclosures and the letter required by the Public Company Accounting Oversight Board (PCAOB) Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the company’s independent registered public accounting firm’s independence, and we have discussed with them their independence from the company and management. We have also discussed with Deloitte & Touche the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the PCAOB. In addition, we have discussed with Deloitte & Touche the overall scope and plans for their audit, and have met with them and management to discuss the results of their examination, their understanding and evaluation of the company’s internal controls as they considered necessary to support their opinion on the financial statements for the 2017 transition period, and various factors affecting the overall quality of accounting principles applied in the company’s financial reporting. Deloitte & Touche also met with us without management being present to discuss these matters. Based on the review and discussions referred to above, the audit committee recommended to the board (and the board has approved) that the audited financial statements be included in our company’s Transition Report on Form10-KT for the transition period ended December 31, 2017 for filing with the SEC. The audit committee has selected Deloitte & Touche as the company’s independent registered public accounting firm for fiscal year 2018, and that selection is being presented to the stockholders for ratification at the annual meeting. Audit Committee: Dick Fagerstal, Chairman Randee E. Day Steven L. Newman INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FeesPricewaterhouseCoopers and Related Disclosures for Accounting Services The following table lists the aggregate fees and costs billed to us by Deloitte & Touche LLP, PricewaterhouseCoopers for: • the member firmsaudit of Deloitte Touche Tohmatsu,Tidewater’s 2023 and their respective affiliates2022 annual financial statements and reviews of Tidewater’s quarterly financial statements and other audit services, and ​ • the other services described below that were billed in 2023 and 2022. ​ ​ ​ ​ ​ Fiscal Year Ended December 31, 2023 ​ ​ Fiscal Year Ended December 31, 2022 ​ ​ Audit Fees(1) ​ ​ ​ $ 1,753,415 ​ ​ ​ ​ $ 2,788,880 ​ ​ ​ Audit-Related Fees(2) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 16,000 ​ ​ ​ Tax Fees(3) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,000 ​ ​ ​ All Other Fees(4) ​ ​ ​ ​ 22,993 ​ ​ ​ ​ ​ 545,000 ​ ​ ​ Total ​ ​ ​ $ 1,776,408 ​ ​ ​ ​ $ 3,354,880 ​ ​ ​ (1) Audit fees represent fees billed for professional services rendered for the audits of our annual financial statements, audit of internal controls, quarterly review of our financial statements, statutory audits, review of documents filed with the SEC, registration statements and comfort letters. ​ (2) Consists of fees related to our companyattestation and agreed upon procedures. ​ (3) Consists of fees for fiscal years 2016tax compliance, tax planning and 2017other tax services and consultations. ​ (4) Consists of fees billed for all other advisory services rendered to Tidewater, other than those reported in the 2017 transition period.      Aggregate Fees Billed        Fiscal Year Ended March 31, 2016      Fiscal Year Ended March 31, 2017      Transition Period Ended December 31, 2017   Audit Fees(1)    $ 1,520,850      $ 1,292,004      $ 2,147,812   Audit-Related Fees(2)    $ 52,000      $ 52,000      $ 217,000   Tax Fees(3)    $ 148,650      $ 427,571      $ 21,900   All Other Fees    $ —        $ —        $ —                                Total    $ 1,721,500      $ 1,771,575      $ 2,386,712   (1) Relates to services rendered in connection with auditing our company’s consolidated financial statements for each annual or transition period and reviewing our company’s quarterly financial statements. Also includes services rendered in connection with statutory audits and financial statement audits of our subsidiaries. (2) Consists of financial accounting and reporting consultations and employee benefit plan audits. (3) Consists of United States and foreign corporate tax compliance services and consultations. previous three rows. These fees relate primarily to due diligence services for potential acquisitions and accounting software licenses. ​ 64 TABLE OF CONTENTS The audit committeeAudit Committee has determined that in its opinion the provision ofnon-audit services rendered by PricewaterhouseCoopers during the most recent fiscal year and described above isare compatible with maintaining the independence of the independent auditors. PricewaterhouseCoopers’s independence. Audit Committee’s Pre-Approval Policies and Procedures The audit committee’sAudit Committee’s policy is topre-approve the scope of all audit services, audit-related services and other services permitted by law provided by our independent registered public accounting firm. Audit services and permittednon-audit services must bepre-approved by the full audit committee,Audit Committee, except that the chairman of the audit committeeAudit Committee has the authority topre-approve any specific service if the total anticipated cost of such service is not expected to exceed $25,000, and provided the full audit committeeAudit Committee ratifies the chairman’s approval at its next regular meeting. All fiscal 2016, fiscal 2017,For 2023 and 2022, all audit and non-audit services were pre-approved by the Audit Committee. In determining whether to reappoint PricewaterhouseCoopers as Tidewater’s independent auditor, the Audit Committee annually considers several factors, including: ​ • the firm’s independence and objectivity; ​ • the firm’s capability and expertise in handling the breadth and complexity of Tidewater’s global operations; ​ • the length of time the firm has been engaged; ​ • the extent and quality of the firm’s communications with the Audit Committee; ​ ​ ​ • the feedback from management of PricewaterhouseCooper’s overall performance; ​ • other data related to audit qualify and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports; and ​ • the appropriateness of the firm’s fees, both on an absolute basis and as compared with Tidewater’s peers. ​ ​ ​ THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. ​ ​ ​ 65 TABLE OF CONTENTS​ AUDIT COMMITTEE REPORT The Audit Committee is currently comprised of four directors, all of whom are independent, as defined by SEC rules and the 2017 transition periodnon-audit services werepre-approvedNYSE’s listing standards. The Committee operates under a written charter approved by the Committee and adopted by the Board. In addition, the Board has determined that all of the Audit Committee members, Ms. Cougle, and Messrs. Anderson, Fagerstal and Raspino, satisfy the financial expertise requirements of the NYSE and that each of Ms. Cougle and Messrs. Fagerstal and Raspino has the requisite experience to be designated an audit committee. committee financial expert as that term is defined by rules of the SEC. Management is responsible for the preparation, presentation, and integrity of the financial statements of Tidewater and for maintaining appropriate accounting and financial reporting policies and practices, as well as internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Tidewater’s independent auditor, PricewaterhouseCoopers, is responsible for auditing the consolidated financial statements of Tidewater and expressing an opinion as to their conformity with generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the PCAOB. In performing its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of Tidewater as of and for the year ended December 31, 2023, and Management’s Annual Report on Internal Control Over Financial Reporting with management and Tidewater’s independent auditor. The Audit Committee also discussed with Tidewater’s independent auditor matters required under the rules adopted by the PCAOB and the SEC, including the independent auditor’s communication of its Audit Report to the Audit Committee. This report includes critical audit matters, which are audit matters that were communicated or required to be communicated to the Audit Committee relating to accounts or disclosures that are material to Tidewater’s financial statements and that involved especially challenging, subjective or complex auditor judgment. The Audit Committee received from the independent auditor the written disclosures and letters required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor its independence. The Audit Committee also discussed with Company management and PricewaterhouseCoopers the evaluation of Tidewater’s reporting and internal controls undertaken in connection with certifications made by Tidewater’s Chief Executive Officer and Chief Financial Officer in Tidewater’s periodic SEC filings pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee also reviewed and discussed such other matters as it deemed appropriate, including Tidewater’s compliance with Section 404 and other relevant provisions of the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and the NYSE. The Audit Committee has discussed with, and received regular status reports from, Tidewater’s internal audit team and the independent auditor on the overall scope and plans for their respective audits, including the scope and plans for evaluating the effectiveness of internal control over financial reporting. The Audit Committee also meets with Tidewater’s internal audit team and the independent auditor, with and without management present, to discuss the results of their respective audits, in addition to private meetings with the Chief Financial Officer. Based on the reports and discussions described in this report and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Tidewater and Management’s Annual Report on Internal Control Over Financial Reporting be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. Audit Committee: Melissa L. Cougle, Chair Darron M. Anderson Dick H. Fagerstal Louis A. Raspino 66 TABLE OF CONTENTSSTOCKHOLDER​ 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 April 19, 2024. Name and Address of Beneficial Owner ​ ​ Amount and Nature of Beneficial Ownership ​ ​ Percent of Class of Common Stock(*) ​ T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 ​ ​ ​ ​ 5,164,825(1) ​ ​ ​ ​ ​ 9.80% ​ ​ The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 ​ ​ ​ ​ 3,829,340(2) ​ ​ ​ ​ ​ 7.25% ​ ​ BlackRock, Inc. 55 East 52nd Street New York, New York 10055 ​ ​ ​ ​ 3,427,336(3) ​ ​ ​ ​ ​ 6.50% ​ ​ Robert E. Robotti c/o Robotti & Company, Incorporated 125 Park Avenue, Suite 1607 New York, New York 10017 ​ ​ ​ ​ 3,429,065(4) ​ ​ ​ ​ ​ 6.50% ​ ​ Neuberger Berman Group LLC 1290 Avenue of the Americas New York, NY 10104 USA ​ ​ ​ ​ 3,115,246(5) ​ ​ ​ ​ ​ 5.90% ​ ​ ​ (*) Based on 52,681,208 shares of common stock outstanding as of April 19, 2024. ​ (1) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed with the SEC on February 13, 2024 by T. Rowe Price Associates, Inc., a registered investment advisor (T. Rowe Price Associates). The Schedule 13G/A indicates that (a) T. Rowe Price Associates has sole voting power over 2,038,788 shares and sole dispositive power over 5,160,394 shares; and (b) T. Rowe Price Mid-Cap Value Fund, Inc., a registered investment company sponsored by T. Rowe Price Associates, has an interest in 2,692,163 of the reported shares. ​ (2) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group. The Schedule 13G/A indicates that the Vanguard Group has sole dispositive power over 3,722,286 shares, shared voting power over 79,768 shares and shared dispositive power over 107,054 shares. ​ (3) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed with the SEC on January 29, 2024 by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power over 3,387,917 shares and sole dispositive power over 3,427,336 shares. ​ (4) Based on information as of March 5, 2024 contained in a Schedule 13D/A filed with the SEC on March 8, 2024, and a Form 4 filed with the SEC on April 2, 2024 by Robert E. Robotti, which includes (i) 109,555 shares of common stock directly beneficially owned by the performance-fee paying advisory clients of Robotti & Company Advisors, LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended (Robotti Advisors); (ii) 1,599,417 shares of common stock directly beneficially owned by The Ravenswood Investment Company, LP (RIC); (iii) 982,457 shares of common stock directly beneficially owned by Ravenswood Investments III, L.P. (RI); (iv) 3,000 shares of common stock directly beneficially owned by Suzanne and Robert Robotti Foundation, Inc. (Robotti Foundation); (v) 33,500 shares of common stock directly beneficially owned by Suzanne Robotti (Su Robotti), wife of Robert Robotti; and (vi) 127,665 shares of common stock, directly beneficially owned by Robert Robotti. Mr. Robotti may be deemed to beneficially own (solely for the purpose of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, certain of the shares of Common Stock set forth in this Form 4 through his indirect proportionate ownership of Robotti Advisors, as managing director of Ravenswood Management Company, LLC, which serves as the general partner of RIC and RI and through his marriage to Su Robotti. Mr. Robotti disclaims beneficial ownership of all securities reported herein except to the extent of his pecuniary interest therein. ​ (5) Based on information as of December 31, 2023 contained in a Schedule 13G filed with the SEC on February 12, 2024 by a group including Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC. The Schedule 13G indicates that (a) Neuberger Berman Group LLC has shared voting power over 3,067,345 shares and shared dispositive power over 3,115,246 shares; and (b) Neuberger Berman Investment Advisers LLC has shared voting power over 2,974,548 shares and shared dispositive power over 3,018,147 shares. ​ 67 TABLE OF CONTENTS​ SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the beneficial ownership of our common stock as of Aprill 19, 2024, by each current director, by each named executive officer, and by all current 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. ​ Name of Beneficial Owner ​ ​ Amount and Nature of Beneficial Ownership(1) ​ ​ Percent of Class of Common Stock ​ ​ Current Directors ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Darron M. Anderson ​ ​ ​ ​ 43,197 ​ ​ ​ ​ ​ * ​ ​ ​ Melissa Cougle ​ ​ ​ ​ 18,302 ​ ​ ​ ​ ​ * ​ ​ ​ Dick Fagerstal ​ ​ ​ ​ 69,150 ​ ​ ​ ​ ​ * ​ ​ ​ Quintin V. Kneen ​ ​ ​ ​ 537,051 ​ ​ ​ ​ ​ 1.02% ​ ​ ​ Louis A. Raspino ​ ​ ​ ​ 71,175 ​ ​ ​ ​ ​ * ​ ​ ​ Robert Robotti(2) ​ ​ ​ ​ 3,429,065 ​ ​ ​ ​ ​ 6.50% ​ ​ ​ Kenneth H. Traub ​ ​ ​ ​ 87,479 ​ ​ ​ ​ ​ * ​ ​ ​ Lois K. Zabrocky ​ ​ ​ ​ 48,009 ​ ​ ​ ​ ​ * ​ ​ ​ Named Executives(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Samuel R. Rubio ​ ​ ​ ​ 59,521 ​ ​ ​ ​ ​ * ​ ​ ​ David E. Darling ​ ​ ​ ​ 47,448 ​ ​ ​ ​ ​ * ​ ​ ​ Daniel A. Hudson ​ ​ ​ ​ 67,857 ​ ​ ​ ​ ​ * ​ ​ ​ All current directors and executive officers as a group (11 persons) ​ ​ ​ ​ 4,370,922(4) ​ ​ ​ ​ ​ 8.33% ​ ​ ​ * Less than 1.0%. ​ (1) Based on 52,681,208 shares of common stock outstanding on April 19, 2024, and includes for each person and group the number of shares that such person or group has the right to acquire within 60 days of such date. ​ (2) Please see footnote 4 to the security ownership of Certain Beneficial owners table (page 67) for information regarding Mr. Robotti’s beneficial ownership. ​ (3) Information regarding shares beneficially owned by Mr. Kneen, who was a named executive for fiscal 2023 in addition to Messrs. Darling, Hudson, and Rubio, appears immediately above under the caption “Current Directors.” ​ (4) The total number of shares shown as beneficially owned for each named executive and all current directors and executive officers as a group includes the following: ​ ​ ​ ​ ​ Shares Acquirable within 60 days upon Exercise ​ ​ Named Executive ​ ​ Legacy GLF Equity Warrants ​ ​ Stock Options ​ ​ Mr. Kneen ​ ​ ​ ​ 8,025 ​ ​ ​ ​ ​ — ​ ​ ​ Mr. Rubio ​ ​ ​ ​ 2,326 ​ ​ ​ ​ ​ — ​ ​ 68 TABLE OF CONTENTS​ SHAREHOLDER PROPOSALS Our stockholdersshareholders are entitled to submit proposals on matters appropriate for stockholdershareholder action consistent with SEC regulations and our bylaws. We did not receive any stockholdershareholder proposals for the 2018 annual meeting2023 Annual Meeting that has not been withdrawn and, pursuant to our bylaws, the deadline has passed for any stockholdershareholder to properly bring a matter before the meeting. If you want us to consider including a proposal in next year’s proxy statement, including the nomination of a candidate for election to our board, you must deliver the proposal in writing to our Corporate Secretary at 6002 Rogerdale Road,842 West Sam Houston Parkway North, Suite 600,400, Houston, Texas 77072 no earlier than77024 by January 1, 2019 and no later than January 31, 2019. 6, 2025. If you want to present a proposal at next year’s annual meeting but do not wish to have the proposal included in our proxy statement or if you want to nominate a candidate for election to our Board, you must submit it in writing to our Secretary at the above address, no earlier than January 1, 2019February 6, 2025 and no later than January 31, 2019,March 8, 2025, in accordance with the specific procedural requirements set forth in our bylaws. If you would like a copy of these procedures, please contact our Secretary, or access “Corporate Governance” in the “About Tidewater” section of our website atwww.tdw.com to review our bylaws. Failure to comply with our bylaw procedures and deadlines may preclude presentation of the matter at the meeting. 69 TABLE OF CONTENTS​ CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS Our practice has been that any transaction or relationship involving a related person which would require disclosure under Item 404(a) of RegulationS-K of the rules and regulations of the SEC will be reviewed and approved, or ratified, by our audit committee. Mr. Rigdon, a former Tidewater executive who retired from the company in 2002, was appointed as an independent director on the Effective Date and served as our interim president and chief executive officer between October 16, 2017 and March 5, 2018. Based on his prior service, Mr. Rigdon receives fixed retirement benefits from the company (including pension plan payments, benefits under the SERP, and life insurance benefits), with a total annual value of approximately $127,670. Audit Committee. We had no related person transactions during 2023. The audit committeeAudit Committee also reviews and investigates any matters pertaining to the integrity of management and directors, including conflicts of interest, or adherence to standards of business conduct required by our policies. 70 TABLE OF CONTENTS​ DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE REPORTS Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file certain beneficial ownership reports with the SEC. To our knowledge, based solely on our review of copies of reports received by us and written representations by certain reporting persons, we believe that during the 2017 transition period,fiscal year 2023, all Section 16(a) filing requirements applicable to our officers, directors, and persons who own more than 10% of our common stock were complied with in a timely manner. manner except for one Form 4 inadvertently filed late by Mr. Robotti. 71 TABLE OF CONTENTS​ QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q: Why am I receiving these proxy materials? ​ A: Our Board of Directors (our “Board”) is soliciting your proxy to vote at our 2024 Annual Meeting because you owned shares of our common stock at the close of business on April 19, 2024, the Record Date for the meeting, and are entitled to vote those shares at the meeting. This proxy statement, along with a proxy card or a voting instruction form, is being mailed to certain shareholders and this proxy statement will be available online at www.proxyvote.com. This proxy statement summarizes information relevant to your vote on the matters that will be considered at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. ​ Q: Why did I receive a one-page “Notice of Internet Availability of Proxy Materials” instead of a full set of proxy materials? ​ A: Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are electing to furnish proxy materials to certain shareholders online rather than mailing printed copies of those materials. If you received a Notice of Internet Availability of Proxy Materials (“Notice”) by mail, you will not receive a printed copy of our proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice. ​ Q: How do I get electronic access to the proxy materials? ​ A: Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com and on our website at https://www.tdw.com/ under “SEC Filings” in the “Investor Relations” section. ​ Q: On what matters will I be asked to vote? ​ A: At the Annual Meeting, our shareholders will be asked: ​ • to elect eight directors for a one-year term; ​ • to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote); ​ • to approve, on an advisory basis, the frequency of future advisory votes on our executive compensation; ​ • to ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year 2024; and ​ • to consider any other matter that properly comes before the meeting. ​ Q: When and where will the meeting be held? ​ A: The meeting will be held on June 6, 2024, at 8:00 a.m., Central Time. The Annual Meeting will be a completely virtual meeting of shareholders and conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TDW2024. www.virtualshareholdermeeting.com/TDW2024. There will be no physical in-person meeting. See “How can I attend the meeting?” below regarding how to attend the meeting. ​ 72 TABLE OF CONTENTS Q: How can I attend the meeting? ​ A: If you are a shareholder of record or beneficial owner of common stock holding shares on April 19, 2024, the Record Date, you may attend the meeting by visiting www.virtualshareholdermeeting.com/TDW2024, www.virtualshareholdermeeting.com/TDW2024, which will be made accessible at 7:45 a.m., Central Time, on June 6, 2024, the day of the Annual Meeting. ​ Registered Shareholders Shareholders of record as of the Record Date may participate in the Annual Meeting remotely by visiting the website 4www.virtualshareholdermeeting.com/TDW2024. 4www.virtualshareholdermeeting.com/TDW2024. You will be able to attend the annual meeting as well as vote and submit your questions during the live webcast of the meeting by visiting the website and entering the 16-digit control number included in the Notice, on your proxy card or in the instructions that accompanied your proxy materials. Beneficial Shareholders Shareholders whose shares are held through a broker, bank or other nominee as of the Record Date may participate in the Annual Meeting remotely by visiting the website www.virtualshareholdermeeting.com/TDW2024. www.virtualshareholdermeeting.com/TDW2024. Please visit the website and enter the 16-digit control number included in the Notice, on your proxy card or in the instructions that accompanied your proxy materials to attend the meeting. You may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. Q: What if I have technical difficulties during the meeting? ​ A: If you encounter any difficulties accessing the virtual meeting during meeting time, please call the technical support number that will be listed in the reminder email you will receive the evening before the meeting. Please be sure to check in by 7:45 a.m., Central Time, on June 6, 2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live webcast begins. ​ Q: How do I ask a question at the meeting? ​ A: We are committed to ensuring that our shareholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. The virtual format allows shareholders to communicate with us during the meeting so they can ask questions of our Board or management. Shareholder questions may be submitted in the field provided in the meeting website during the meeting. During the question-and-answer session, we will answer questions submitted to the extent relevant to the business of the meeting and as time permits. ​ Q: What if I can’t attend the meeting? ​ A: You do not need to attend the meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not shareholders plan to attend the meeting, we urge shareholders to vote and submit their proxy in advance of the meeting by one of the methods described in the proxy materials. A replay of the meeting, including the questions answered during the meeting, will be available at investor.tdw.com within 24 hours of the meeting. ​ Q: Who is soliciting my proxy? ​ A: Our Board, on behalf of the company, is soliciting your proxy to vote your shares on all matters that you are entitled to vote at our 2024 Annual Meeting of Shareholders. By completing and returning the proxy card or voting instruction form, or by casting your vote by phone or online, you are authorizing the proxy holder designated by the Board to vote your shares of common stock at our Annual Meeting in accordance with your instructions. ​ 73 TABLE OF CONTENTS We also have hired Alliance Advisors, LLC (“Alliance Advisors”), a proxy solicitation firm, to assist us in soliciting proxies. The company will be responsible for the full cost of Alliance Advisors’ services. Alliance Advisors will solicit proxies on behalf of the company from individuals, brokers, bank nominees and other institutional holders in the same manner described above. The fees that will be paid to Alliance Advisors are anticipated to be approximately $10,000. The company has also agreed to indemnify Alliance Advisors against certain claims. Q: How many votes may I cast? ​ A: With respect to any matter properly presented for a shareholder vote, other than the election of directors, you may cast one vote for every share of our common stock that you owned on the Record Date. With respect to the election of directors, for every share of common stock that you held on the Record Date, you may cast one vote for each director nominee. ​ Q: What is the total number of votes that can be cast by all shareholders? ​ A: On the Record Date, we had 52,681,208 shares of common stock outstanding, each of which was entitled to one vote per share. ​ Q: I hold warrants to purchase shares of common stock. Am I allowed to vote my warrants? ​ A: No. A holder of warrants to purchase shares of our common stock does not have any rights as a shareholder, including voting rights, unless and until those warrants are exercised and exchanged for shares of our common stock. ​ Q: How many shares must be present to hold the meeting? ​ A: Our bylaws provide that the presence at the meeting, whether in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote constitutes a “quorum,” which is required to hold the meeting. On the Record Date, 26,340,605 shares constituted a majority of our outstanding stock entitled to vote at the meeting. ​ Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner? ​ A: If your shares are registered in your name with our transfer agent, Computershare, you are the “shareholder of record” with respect to those shares and we have sent the Notice and/or proxy materials directly to you. ​ 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 a “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 shareholder 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. Q: How do I vote? ​ A: You may vote using any of the following methods. In each case, if your shares are held in a “street name” by a broker, bank, or other nominee, that entity should have provided you with a voting instruction form that will set forth the procedures you should follow to cast your vote. The availability of voting by telephone or internet for beneficial owners whose shares are held in a street name will depend on the voting procedures adopted by your broker, bank, or nominee. Therefore, we recommend that you follow the instructions in the materials they have provided to you. ​ • Proxy card or voting instruction form: If your shares are registered in your name and you received a printed copy of our proxy materials, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ​ 74 TABLE OF CONTENTS • By telephone: If your shares are registered in your name, you may also vote by telephone by calling 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. ​ • By internet: If your shares are registered in your name, you may also vote online at www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ​ • At the Annual Meeting: You may also vote at the Annual Meeting using the online ballot that will be available during the meeting. If you are a beneficial owner and want to attend and also vote in person at the Annual Meeting, you will need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the organization that holds your shares giving you the right to vote your shares in person at the Annual Meeting and then present it with your online ballot during the meeting. For information about attending the meeting, please see “How can I attend the meeting?” above. ​ • Electronic delivery of future proxy materials: If you would like to reduce the costs as well as the environmental impact of mailing proxy materials, we encourage you to consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions below to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. ​ Q: Once I deliver my proxy, can I revoke or change my vote? ​ A: Yes. You may revoke or change your proxy at any time before it is voted at the meeting by delivering a written revocation notice to our Secretary or delivering an executed replacement proxy by the voting deadline. In addition, if you vote at the meeting, you will revoke any prior proxy. Your attendance alone at the Annual Meeting will not be enough to revoke your proxy. ​ Q: Can my shares be voted if I do not return the proxy card and do not attend the meeting? ​ A: If you hold shares in a street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal that your broker does not have discretionary authority to vote (a “broker non-vote”). Brokers, banks, and other nominees generally only have discretionary authority to vote without instructions from beneficial owners on the ratification of the appointment of an independent registered public accounting firm; they do not have authority to vote in the absence of instructions from beneficial owners on any other matter proposed in this proxy statement. ​ 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). Q: What happens if I return a proxy card without voting instructions? ​ A: If you properly execute and return a proxy or voting instruction form, your stock will be voted as you specify. ​ If you are a shareholder 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 eight director 75 TABLE OF CONTENTS nominees, (ii) FOR the say-on-pay vote, (iii) FOR an annual say-on-pay vote, and (iv) FOR the ratification of the selection of PwC as our independent registered public accounting firm for fiscal 2024. 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 PwC as our independent registered public accounting firm. Q: How does Tidewater recommend I vote on each proposal? What vote is required to approve each proposal? What effect do abstentions and broker non-votes have on each proposal? ​ A: The following chart explains what your voting options are with regard to each matter proposed for a vote at the Annual Meeting, how we recommend that you vote, what vote is required for that proposal to be approved, and how abstentions and broker non-votes affect the outcome of that vote. ​ Proposal ​ ​ Your Voting Options ​ ​ Voting Recommendation of the Board ​ ​ Vote Required for Approval ​ ​ Effect of Abstentions ​ ​ Effect of Broker Non-Votes ​ Election of directors ​ ​ You may vote “FOR” or “AGAINST” each nominee or choose to “ABSTAIN” from voting. ​ ​ The Board recommends you vote FOR each of the eight nominees. ​ ​ Each nominee is elected by amajority ofvotes cast ​ ​ No effect ​ ​ No effect ​ Say-on-pay vote (advisory) ​ ​ You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting. ​ ​ The Board recommends you vote FOR approval of our executive compensation as disclosed in this proxy statement. ​ ​ Affirmative voteof a majority of the shares present in person or represented by proxy and entitled to vote on the matter ​ ​ Will count as a vote AGAINST this proposal ​ ​ No effect ​ Frequency of say-on-pay vote ​ ​ You may vote FOR a say-on-pay vote to occur annually, every two years or every three years ​ ​ The Board recommends you vote FOR future say-on-pay votes to occur annually ​ ​ Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the frequency ​ ​ Will count as a vote AGAINST this proposal ​ ​ No effect ​ Ratification of our selection of PwC as our auditors ​ ​ You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting. ​ ​ The Board recommends you vote FOR ratification of our selection of auditors. ​ ​ Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter ​ ​ Will count as a vote AGAINST this proposal ​ ​ Not applicable (this is a routine matter for which brokers have discretionary Voting authority) ​ 76 TABLE OF CONTENTS 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 & 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 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. Q: Who pays for soliciting proxies? ​ A: We pay all costs of soliciting proxies. In addition to solicitations by mail, we have retained Alliance Advisors to aid in the solicitation of proxies for our 2024 Annual Meeting at an estimated fee of $10,000. Our directors, officers, and employees, in the course of their employment and for no additional compensation, may request the return of proxies by mail, telephone, internet, personal interview, or other means. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting materials to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their reasonable expenses. ​ Q: What is “householding”? ​ A: Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share the same address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. (“Broadridge”) by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. ​ In addition, if you currently are a shareholder who shares an address with another shareholder 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 shareholder of record, you may notify us through Broadridge at the above-listed phone number or address. Q: Could other matters be considered and voted upon at the meeting? ​ A: Our Board does not expect to bring other matters before the Annual Meeting, and it is not aware of any other matter that may be considered at the meeting. In addition, under our bylaws, the time has expired for any shareholder to properly bring a matter before the meeting. However, in the unexpected event that any other matter does properly come before the meeting, subject to applicable SEC rules, the proxy holder will vote the proxies in his discretion. ​ Q: What happens if the meeting is postponed or adjourned? ​ A: Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still have the right to change or revoke your proxy until it is voted. ​ 77 TABLE OF CONTENTS Q: When will the voting results be announced? ​ A: We will announce preliminary voting results at the Annual Meeting. We will also disclose the voting results on a Form 8-K filed with the SEC within four business days after the Annual Meeting, which will also be available on our website. ​ Q: Will the questions raised during the meeting be posted on the company’s website after the meeting? ​ A: Yes, all questions and answers will be posted shortly after the meeting at our website at https://www.tdw.com/ in the “Investor Relations” section. ​ 78 TABLE OF CONTENTS​ OTHER MATTERS Our boardBoard knows of no business, other than as described in this proxy statement, which will be presented for consideration by the company’s stockholdersshareholders at the meeting. The enclosed proxy will confer discretionary authority with respect to any other matters that may properly come before the meeting or any adjournment thereof, subject to applicable SEC rules. It is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on any such matter. By Order of the Board of Directors BRUCE D. LUNDSTROM DANIEL A. HUDSON Executive Vice President, General Counsel and Corporate Secretary Houston, Texas March 22, 2018 April 26, 2024 PLEASE VOTE BY TELEPHONE OR ONLINE OR, IF YOU HAVE RECEIVED A PAPER COPY OF OUR PROXY MATERIALS, BY SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. 79 TABLE OF CONTENTS​ APPENDIX A GAAP RECONCILIATIONS TIDEWATER INC. 6002 ROGERDALE ROAD, OTHER FLEET AND FINANCIAL DATA (In Thousands) ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ September 30, 2023 ​ ​ June 30, 2023 ​ ​ March 31, 2023 ​ ​ December 31, 2022 ​ ​ Net income ​ ​ ​ $ 37,328 ​ ​ ​ ​ $ 25,549 ​ ​ ​ ​ $ 21,928 ​ ​ ​ ​ $ 10,816 ​ ​ ​ ​ $ 10,182 ​ ​ ​ Interest and other debt costs ​ ​ ​ ​ 20,263 ​ ​ ​ ​ ​ 19,288 ​ ​ ​ ​ ​ 4,731 ​ ​ ​ ​ ​ 4,190 ​ ​ ​ ​ ​ 4,339 ​ ​ ​ Income tax expense ​ ​ ​ ​ 10,793 ​ ​ ​ ​ ​ 9,260 ​ ​ ​ ​ ​ 11,284 ​ ​ ​ ​ ​ 11,971 ​ ​ ​ ​ ​ 1,697 ​ ​ ​ Depreciation ​ ​ ​ ​ 42,788 ​ ​ ​ ​ ​ 43,845 ​ ​ ​ ​ ​ 21,096 ​ ​ ​ ​ ​ 21,048 ​ ​ ​ ​ ​ 20,983 ​ ​ ​ Amortization of deferred drydock and survey costs ​ ​ ​ ​ 16,379 ​ ​ ​ ​ ​ 13,885 ​ ​ ​ ​ ​ 11,672 ​ ​ ​ ​ ​ 9,618 ​ ​ ​ ​ ​ 8,898 ​ ​ ​ Amortization of below market contracts ​ ​ ​ ​ (1,894) ​ ​ ​ ​ ​ (1,906) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ EBITDA(A)(B)(C) ​ ​ ​ ​ 125,657 ​ ​ ​ ​ ​ 109,921 ​ ​ ​ ​ ​ 70,711 ​ ​ ​ ​ ​ 57,643 ​ ​ ​ ​ ​ 46,099 ​ ​ ​ Non-cash indemnification assets charge ​ ​ ​ ​ (70) ​ ​ ​ ​ ​ 1,184 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ Non-cash stock compensation expense ​ ​ ​ ​ 3,508 ​ ​ ​ ​ ​ 2,496 ​ ​ ​ ​ ​ 2,648 ​ ​ ​ ​ ​ 2,103 ​ ​ ​ ​ ​ 2,028 ​ ​ ​ Acquisition, restructuring and integration related costs ​ ​ ​ ​ 2,177 ​ ​ ​ ​ ​ 6,079 ​ ​ ​ ​ ​ 1,242 ​ ​ ​ ​ ​ 1,426 ​ ​ ​ ​ ​ 5,150 ​ ​ ​ Adjusted EBITDA(A)(B)(C) ​ ​ ​ $ 131,272 ​ ​ ​ ​ $ 119,680 ​ ​ ​ ​ $ 74,601 ​ ​ ​ ​ $ 61,172 ​ ​ ​ ​ $ 53,277 ​ ​ ​ Note (A): EBITDA excludes interest and other debt costs, income tax expense, depreciation and amortization of deferred drydock and below market contracts. Additionally, Adjusted EBITDA excludes non-cash indemnification assets charge included in interest income and other; non-cash stock-based compensation expense; and acquisition, restructuring and integration related costs. ​ Note (B): EBITDA for the three months ended December 31, 2023, and for each of the prior four quarters includes non-cash stock-based compensation expense of $3,508, $2,496, $2,648, $2,103 and $2,028 respectively. ​ Note (C): EBITDA and Adjusted EBITDA for the three months ended December 31, 2023, and for each of the prior four quarters includes foreign exchange gain (losses) of $2,250, $(2,149), $(3,819), $2,348 and $2,105 respectively. ​ Non-GAAP Financial Measures We disclose and discuss EBITDA and Adjusted EBITDA as non-GAAP financial measures in our public releases, including quarterly earnings releases, investor conference calls and other filings with the Securities and Exchange Commission. We define EBITDA as earnings (net income or loss) before interest and other debt costs, income tax expense, depreciation and amortization. Additionally, Adjusted EBITDA excludes impairment charges, non-cash indemnification asset charge, non-cash stock-based compensation expense and merger and integration related costs. Our measures of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate EBITDA and Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure. Because EBITDA and Adjusted EBITDA are not measures of financial performance calculated in accordance with GAAP, they should not be considered in isolation or as a substitute for operating income, net income or loss, cash provided (used) in operating activities, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. A-1 TABLE OF CONTENTS TIDEWATER INC. OTHER FLEET AND FINANCIAL DATA (In Thousands) EBITDA and Adjusted EBITDA are widely used by investors and other users of our financial statements as a supplemental financial measure that, when viewed with our GAAP results and the accompanying reconciliations, we believe provide additional information that is useful to gain an understanding of the factors and trends affecting our ability to service debt, pay taxes and fund drydocking and survey costs and capital expenditures. We also believe the disclosure of EBITDA and Adjusted EBITDA helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter-to-quarter and year-to-year. EBITDA and Adjusted EBITDA are also financial metrics used by management (i) as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; (ii) to compare to the EBITDA and Adjusted EBITDA of other companies when evaluating potential acquisitions; and (iii) to assess our ability to service existing fixed charges and incur additional indebtedness. ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ September 30, 2023 ​ ​ June 30, 2023 ​ ​ March 31, 2023 ​ ​ December 31, 2022 ​ ​ Net cash provided by operating activities(A) ​ ​ ​ $ 47,231 ​ ​ ​ ​ $ 34,939 ​ ​ ​ ​ $ 9,741 ​ ​ ​ ​ $ 12,794 ​ ​ ​ ​ $ 45,340 ​ ​ ​ Cash interest expense ​ ​ ​ ​ 18,186 ​ ​ ​ ​ ​ 606 ​ ​ ​ ​ ​ 7,748 ​ ​ ​ ​ ​ 98 ​ ​ ​ ​ ​ 7,575 ​ ​ ​ Interest income and other ​ ​ ​ ​ (3,029) ​ ​ ​ ​ ​ (568) ​ ​ ​ ​ ​ (2,790) ​ ​ ​ ​ ​ (130) ​ ​ ​ ​ ​ (981) ​ ​ ​ Indemnification assets charge ​ ​ ​ ​ 70 ​ ​ ​ ​ ​ (1,184) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ Additions to property and equipment ​ ​ ​ ​ (8,386) ​ ​ ​ ​ ​ (5,702) ​ ​ ​ ​ ​ (8,849) ​ ​ ​ ​ ​ (8,651) ​ ​ ​ ​ ​ (4,929) ​ ​ ​ Acquisitions ​ ​ ​ ​ — ​ ​ ​ ​ ​ (594,191) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ Expansion capital ​ ​ ​ ​ 1,034 ​ ​ ​ ​ ​ 594,252 ​ ​ ​ ​ ​ 2,493 ​ ​ ​ ​ ​ 109 ​ ​ ​ ​ ​ 1,240 ​ ​ ​ ​ ​ ​ ​ ​ 55,106 ​ ​ ​ ​ ​ 28,152 ​ ​ ​ ​ ​ 8,343 ​ ​ ​ ​ ​ 4,220 ​ ​ ​ ​ ​ 48,245 ​ ​ ​ Proceeds from asset sales ​ ​ ​ ​ 5,902 ​ ​ ​ ​ ​ 945 ​ ​ ​ ​ ​ 2,943 ​ ​ ​ ​ ​ 5,716 ​ ​ ​ ​ ​ 5,093 ​ ​ ​ Free cash flow ​ ​ ​ $ 61,008 ​ ​ ​ ​ $ 29,097 ​ ​ ​ ​ $ 11,286 ​ ​ ​ ​ $ 9,936 ​ ​ ​ ​ $ 53,338 ​ ​ Free cash flow is a non-GAAP investment performance indicator which we believe provides useful information regarding the net cash generated by the Company before any payments to capital providers. Free cash flow is determined from net cash provided by (used in) operating activities adjusted for capital expenditures, excluding expansion capital, proceeds from asset sales, cash interest expense and interest income. Free cash flow excludes indemnification assets charge included in interest income and other. Free cash flow is not defined by U.S. GAAP and is not a substitute for net cash provided by operating activities. Note (A): Net cash provided by (used in) operating activities is affected by changes in our assets and liabilities and the amounts we pay in cash for our drydocks and vessel surveys as illustrated in the following table: ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ December 31, 2023 ​ ​ September 30, 2023 ​ ​ June 30, 2023 ​ ​ March 31, 2023 ​ ​ December 31, 2022 ​ ​ Cash provided by (used in) changes in assets and liabilities, excluding drydock payments ​ ​ ​ $ (24,083) ​ ​ ​ ​ $ (29,286) ​ ​ ​ ​ $ (23,447) ​ ​ ​ ​ $ 2,295 ​ ​ ​ ​ $ 16,018 ​ ​ ​ Cash paid for deferred drydock and survey costs ​ ​ ​ ​ (24,069) ​ ​ ​ ​ ​ (20,618) ​ ​ ​ ​ ​ (21,366) ​ ​ ​ ​ ​ (31,325) ​ ​ ​ ​ ​ (12,117) ​ ​ ​ Total sources (uses) of cash for changes in assets and liabilities ​ ​ ​ $ (48,152) ​ ​ ​ ​ $ (49,904) ​ ​ ​ ​ $ (44,813) ​ ​ ​ ​ $ (29,030) ​ ​ ​ ​ $ 3,901 ​ ​ A-2 TABLE OF CONTENTS SCAN TO VIEW MATERIALS & VOTE TIDEWATER INC. 842 WEST SAM HOUSTON PARKWAY NORTH SUITE 600 400 HOUSTON, TX 77072 77024 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:00 a.m., Central11:59 p.m. Eastern Time on May 1, 2018.June 5, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like During The Meeting - Go to reducewww.virtualshareholdermeeting.com/TDW2024 You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years. the box marked by the arrow available and follow the instructions. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:00 a.m., Central11:59 p.m. Eastern Time on May 1, 2018.June 5, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E36609-P02965                 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY     TIDEWATER INC. The Board of Directors recommends a voteFOR all nominees in Proposal 1,FOR Proposal 2, with regard to Proposal 3, to hold future say on pay vote every1 YEAR andFOR Proposal 4. 1. Election of Directors: For  Against  Abstain 1 Year 2 Years 3 Years Abstain 1a.   Thomas R. Bates, Jr. ☐  ☐ ☐ 3.  Say on Frequency Vote - An advisory vote on how often the company should hold the say on pay vote. ☐ ☐ ☐ ☐ 1b.   Alan J. Carr ☐  ☐ ☐ 1c.   Steven L. Newman ☐  ☐ ☐ For Against   Abstain 1d.   Randee E. Day ☐  ☐ ☐ 4.  Ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018. ☐ ☐ ☐ 1e.   Dick Fagerstal ☐  ☐ ☐ 1f.   Larry T. Rigdon 1g.   John T. Rynd ☐ ☐  ☐  ☐ ☐ ☐ For  Against  Abstain 2.  Say V49343-P12136 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 1a. 1b.Darron M. Anderson Melissa Cougle! !! !! ! 2.Say on Pay Vote - An advisory vote to approve executive compensation (as disclosed in the proxy statement). ☐  ☐ ☐ Please vote date, signto approve executive compensation as disclosed in the proxy statement.For Against Abstain !!! 1c.Dick H. Fagerstal!!!1 Year2 Years 3 Years Abstain 1d. Quintin V. Kneen!!!3.Say on Pay Frequency Vote - An advisory vote to approve the frequency of future Say on Pay!!!! 1e.Louis A. Raspino!!!For Against Abstain 1f. Robert E. Robotti!!!4. Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.!!! 1g.Kenneth H. Traub!!! NOTE: Such other business as may properly come before the 1h.Lois K. Zabrocky!!!meeting and promptly return this proxy. If signing as attorney, executor, officer,any adjournment or in other representative capacity, please indicate title. Signature [PLEASE SIGN WITHIN BOX] Date     postponement thereof. Signature (Joint Owners) Date     TABLE OF CONTENTS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and the Annual Report/Form10-KT 10-K are available at www.proxyvote.com. — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — —  E36610-P02965 Proxy - TIDEWATER INC. This Proxy is solicited on behalf of the Board of Directors The undersigned appoints Bruce D. Lundstrom and Yang Xu as proxies, each with power to act alone or by substitution, to vote all shares of the undersigned in Tidewater Inc. on all matters coming before the Annual Meeting of Stockholders of Tidewater Inc. to be held on May 1, 2018, and any adjournments thereof. If the undersigned is a participant in the Tidewater Savings Plan (“Savings Plan”), this proxy card also serves as voting instructions to the Trustees of the Savings Plan to vote at the Annual Meeting, and any adjournment thereof, as specified on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NOT DIRECTED, AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS LISTED ON THE BACK OF THIS CARD, AND, AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. SEE REVERSE SIDE. If you wish to vote in accordance with the Board of Directors’ recommendations, just sign on the reverse side. You need not mark any boxes. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE SEE REVERSE SIDE V49344-P12136 Proxy - TIDEWATER INC. This Proxy is solicited on behalf of the Board of Directors The undersigned appoints Daniel A. Hudson and Samuel R. Rubio as proxies, each with power to act alone or by substitution, to vote all shares of the undersigned in Tidewater Inc. on all matters coming before the Annual Meeting of Stockholders of Tidewater Inc. to be held on June 6, 2024, and any adjournments thereof. If the undersigned is a participant in the Tidewater Savings Plan ("Savings Plan"), this proxy card also serves as voting instructions to the Trustees of the Savings Plan to vote at the Annual Meeting, and any adjournment thereof, as specified on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NOT DIRECTED, AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS LISTED ON THE BACK OF THIS CARD, AND, AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. SEE REVERSE SIDE. If you wish to vote in accordance with the Board of Directors’ recommendations, just sign on the reverse side. You need not mark any boxes. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDESEE REVERSE SIDE 0000098222 3 2023-01-01 2023-12-31