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Share Name | Share Symbol | Market | Type |
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Seacor Holdings Inc | NYSE:CKH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 41.50 | 0 | 01:00:00 |
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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For the Board of Directors,
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Charles Fabrikant
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Executive Chairman and Chief Executive Officer
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2017
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This proxy statement and the 2016 Annual Report are available at
www.seacorholdings.com
(Investors-Financial Information) and at
www.seacorholdingsinvestors.com
.
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NOTICE OF 2017 ANNUAL MEETING
OF STOCKHOLDERS To be Held on Thursday, September 7, 2017, at 10:00 a.m. (EDT) |
1.
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To elect five (5) directors to serve until the 2018 Annual Meeting of Stockholders;
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2.
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To approve, on a non-binding, advisory basis, named executive officer compensation;
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3.
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To approve, on a non-binding, advisory basis, the frequency of future advisory votes on named executive compensation; and
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4.
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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2017
.
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For the Board of Directors,
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William C. Long
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Executive Vice President
Chief Legal Officer and Corporate Secretary
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PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 7, 2017
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2017 Proxy Statement
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1
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2
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2017 Proxy Statement
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2017 Proxy Statement
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3
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•
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obtaining appropriate insurance coverage;
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•
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implementing measures designed to ensure the highest standard of safety for personnel, the environment and property in performing the Company’s operations; and
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•
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evaluating and identifying risk related to the Company’s capital structure in light of a rigorous assessment of its business activities.
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4
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2017 Proxy Statement
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Name and Address of Beneficial Owner
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Amount and Nature
of Beneficial Ownership |
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Percentage of
Class |
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BlackRock, Inc.
(1)
55 East 52nd Street New York, New York 10055 |
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1,902,713
|
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10.75
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%
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Dimensional Fund Advisors LP
(2)
Building One 6300 Bee Cave Road Austin, Texas 78746 |
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1,467,960
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8.30
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%
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Royce & Associates, LLC
(3)
745 Fifth Avenue New York, New York 10151 |
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1,478,740
|
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8.36
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%
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T. Rowe Price Associates, Inc.
(4)
100 E. Pratt Street Baltimore, Maryland 21202 |
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2,765,877
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15.63
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%
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The Vanguard Group
(5)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
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1,407,207
|
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7.95
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%
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Wellington Management Group LLP
(6)
c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 |
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1,821,028
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10.29
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%
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(1)
|
According to a Schedule 13G amendment filed with the SEC on January 17, 2017, by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power with respect to 1,863,091 shares of Common Stock and sole dispositive power with respect to 1,902,713 shares of Common Stock as of December 31, 2016. BlackRock serves as a parent holding company and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,902,713 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. BlackRock Fund Advisors, a subsidiary of BlackRock, is identified in the Schedule 13G as beneficially owning 5% or more of the Common Stock.
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(2)
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According to a Schedule 13G amendment filed with the SEC on February 9, 2017, by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,442,213 shares of Common Stock and sole dispositive power with respect to 1,467,960 shares of Common Stock as of December 31, 2016. Dimensional is an investment adviser and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the shares of Common Stock owned by the Funds, and may be deemed to be the beneficial owner of the shares of Common Stock held by the Funds. However, all of the Common Stock reported in the Schedule 13G amendment is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
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2017 Proxy Statement
|
5
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(3)
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According to a Schedule 13G amendment filed with the SEC on January 18, 2017, by Royce & Associates, LLC (“Royce”), Royce has sole dispositive and sole voting power over 1,478,740 shares of Common Stock as of December 31, 2016. Royce serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,478,740 shares of Common Stock.
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(4)
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According to a Schedule 13G amendment filed with the SEC on February 7, 2017, by T. Rowe Price Associates, Inc. (“Price Associates”), Price Associates has sole voting power with respect to 455,851 shares of Common Stock and sole dispositive power over 2,765,877 shares of Common Stock as of December 31, 2016. These shares are owned by various individual and institutional investors, for which Price Associates serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 2,765,877 shares of Common Stock; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, the Common Stock. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, the Common Stock, is vested in the individual and institutional clients which Price Associates serves as an investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Not more than 5% of the shares of Common Stock is owned by any one client subject to the investment advice of Price Associates. With respect to the Common Stock owned by any one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser (the “T. Rowe Price Funds”), only the custodian for each of such T. Rowe Price Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such T. Rowe Price Fund participate proportionately in any dividends and distributions so paid. According to the above-mentioned Schedule 13G amendment, which Price Associates jointly filed with T.Rowe Price Mid-Cap Value Fund, Inc. (“T. Rowe Mid Cap”), T. Rowe Mid-Cap has sole voting power with respect to 972,097 shares of Common Stock and has no dispositive power over any shares of Common Stock as of December 31, 2016.
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(5)
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According to a Schedule 13G amendment filed with the SEC on February 13, 2017, by The Vanguard Group (“Vanguard”), Vanguard has sole voting power with respect to 19,122 shares of Common Stock, shared voting power with respect to 2,711 shares of Common Stock, sole dispositive power with respect to 1,386,230 shares of Common Stock and shared dispositive power with respect to 20,977 shares of Common Stock as of December 31, 2016. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 18,266 shares of the Common Stock as a result of its serving as an investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 3,567 shares of the Common Stock as a result of its serving as investment manager of Australian investment offerings. Vanguard may be deemed to beneficially own 1,407,207 shares of Common Stock.
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(6)
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According to a Schedule 13G amendment filed with the SEC on February 9, 2017, by Wellington Management Group LLP (“Wellington”), Wellington has shared voting power with respect to 1,290,353 shares of Common Stock and shared dispositive power with respect to 1,821,028 shares of Common Stock as of December 31, 2016. Wellington serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,821,028 shares of Common Stock, which are held of record by clients of Wellington. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.
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6
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2017 Proxy Statement
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Name and Address
(1)
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Amount and Nature
of Beneficial Ownership (2) |
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Percentage of
Class |
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Charles Fabrikant
(3)
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1,435,520
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7.95
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%
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David Berz
(4)
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17,037
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*
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Matthew Cenac
(5)
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38,923
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*
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Pierre de Demandolx
(6)
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35,681
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*
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Eric Fabrikant
(7)
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109,985
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*
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John Gellert
(8)
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163,498
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*
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Bill Long
(9)
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4,487
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*
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Oivind Lorentzen
(10)
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275,822
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1.54
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%
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David Schizer
(11)
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12,875
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*
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Bruce Weins
(12)
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31,871
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*
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All current directors and executive officers as a group (8 persons)
(13)
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1,923,278
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10.47
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%
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*
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Less than 1.0%.
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(1)
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Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.
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(2)
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The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days after
July 24, 2017
.
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(3)
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Includes 583,071 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, control of or relationship with (i) Fabrikant International Corporation (“FIC”), of which he is President, the record owner of 348,529 shares of Common Stock; (ii) VSS Holding Corporation, of which he is President and sole stockholder, the record owner of 85,000 shares of Common Stock; (iii) the Sara J. Fabrikant 2012 GST Exempt Trust, of which he is a trustee, the record owner of 12,000 shares of Common Stock; (iv) Sara Fabrikant, his wife, the record owner of 14,826 shares of Common Stock; (v) the Estate of Elaine Fabrikant, over which he is the executor, the record owner of 18,995 shares of Common Stock; (vi) the Charles Fabrikant 2012 GST Exempt Trust, of which his wife is a trustee, the record holder of 60,000 shares of Common Stock; (vii) the Harlan Saroken 2009 Family Trust, of which his wife is a trustee, the record holder of 800 shares of Common Stock; (viii) the Eric Fabrikant 2009 Family Trust, of which his wife is a trustee, the record owner of 800 shares of Common Stock; and (ix) the Charles Fabrikant 2009 Family Trust, of which he is a trustee, the record owner of 42,121 shares of Common Stock; and includes 78,400 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 368,892 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(4)
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Includes 15,112 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(5)
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Effective June 1, 2017, Mr. Cenac left the Company to become the Chief Financial Officer of SEACOR Marine upon consummation of the spin-off. The beneficial ownership amount of Mr. Cenac is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Cenac’s beneficial ownership.
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(6)
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Includes 18,600 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(7)
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Includes 5,137 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, and control of, EBF Holdings LLC; and includes 31,400 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 57,348 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(8)
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Effective June 1, 2017, Mr. Gellert left the Company to become the Chief Executive Officer of SEACOR Marine upon consummation of the Spin-Off. The beneficial ownership amount of Mr. Gellert is shown as of May 31, 2017. SEACOR Holdings is unable to confirm Mr. Gellert’s beneficial ownership.
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(9)
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Includes 3,600 shares of restricted stock over which Mr. Long exercises sole voting power and 618 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(10)
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Includes 12,800 shares of restricted stock over which Mr. Lorentzen exercises sole voting power, 32,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and 182,272 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(11)
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Includes 11,625 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(12)
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Includes 10,180 shares of restricted stock over which Mr. Weins exercises sole voting power and 19,664 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of
July 24, 2017
.
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(13)
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The number of shares of our Common Stock owned by all current directors and executive officers includes 674,131 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days after
July 24, 2017
. As noted above, Messrs. Gellert and Cenac,
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2017 Proxy Statement
|
7
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•
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chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance of the Chief Executive Officer;
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•
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acting as chairman for any Board meetings when the Executive Chairman is not present;
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•
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conferring with the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Chief Executive Officer) and the Chief Executive Officer as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors;
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8
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2017 Proxy Statement
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•
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acting on behalf of the Company to communicate corporate governance matters to the Company’s stockholders; and
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•
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together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.
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•
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experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;
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•
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proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;
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•
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prior or current association with institutions noted for their excellence;
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•
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complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
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•
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an understanding of the Company’s businesses and the environment in which the Company operates; and
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2017 Proxy Statement
|
9
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•
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diversity as to business experiences, educational and professional backgrounds and ethnicity.
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Name
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Age
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Position
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Director Since
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Charles Fabrikant
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73
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Executive Chairman and Chief Executive Officer
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December 1989
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David R. Berz
(1)(2)(3)
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69
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Lead Independent Director
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February 2014
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Pierre de Demandolx
(1)(2)(3)
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76
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Director
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April 1994
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Oivind Lorentzen
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67
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Vice Chairman
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August 2001
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David M. Schizer
(1)(2)(3)
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48
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Director
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November 2014
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(1)
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Member of the Compensation Committee
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(2)
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Member of the Nominating and Corporate Governance Committee
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(3)
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Member of the Audit Committee
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10
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2017 Proxy Statement
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The Board unanimously recommends a vote FOR each of the nominees named in this
proxy statement for election to the Board.
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2017 Proxy Statement
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11
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12
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2017 Proxy Statement
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2017 Proxy Statement
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13
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Name
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Fees earned
or paid in cash (4) ($) |
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Stock
Awards (5) ($) |
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Option
Awards (6) ($) |
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Total
($) |
||||
David R. Berz
(1)(2)(3)(7)
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80,000
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28,755
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51,600
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160,355
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Pierre de Demandolx
(1)(2)(3)(8)
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80,000
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28,755
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51,600
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160,355
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Oivind Lorentzen
(9)
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72,000
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28,755
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51,600
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152,355
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Andrew R. Morse
(1)(2)(3)(10)
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90,000
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28,755
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51,600
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170,355
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R. Christopher Regan
(1)(3)(11)
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90,000
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28,755
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51,600
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170,355
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David M. Schizer
(1)(2)(3)(12)
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86,000
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28,755
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51,600
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166,355
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Steven J. Wisch
(2)(3)(13)
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35,667
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6,354
|
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—
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42,020
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(1)
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Member of the Compensation Committee.
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(2)
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Member of the Nominating and Corporate Governance Committee.
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(3)
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Member of the Audit Committee.
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(4)
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As stated above, non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 for each meeting attended by telephone.
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(5)
|
On
June 1, 2016
, each of the non-employee directors then serving on the Board was granted 500 shares of Common Stock (consistent with the previous year). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 without regard to forfeitures for stock-based compensation (Formerly FAS 123R). Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s
2016
Annual Report on Form 10-K. The shares of Common Stock are delivered in four equal installments beginning with the date of grant and on the dates that are three, six and nine months thereafter.
|
(6)
|
On
June 1, 2016
, each of the non-employee directors then serving on the Board was granted 3,000 options to purchase shares of Common Stock (consistent with the previous year). The dollar amount of option awards set forth in this column is equal to the grant date fair value of such option awards calculated in accordance with FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s
2016
Annual Report on Form 10-K. These options are exercisable at any time following the earlier of the first anniversary of, or the next annual meeting after, the date of grant, provided that such non-employee director continues to serve as a director of the Company on that date, subject to earlier acceleration upon death, disability, voluntary retirement or change in control.
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(7)
|
As of
December 31, 2016
, Mr. Berz had
6,750
outstanding options to purchase Common Stock, of which
3,750
were exercisable.
|
(8)
|
As of
December 31, 2016
, Mr. de Demandolx had
9,000
outstanding options to purchase Common Stock, of which
6,000
were exercisable.
|
(9)
|
As of
December 31, 2016
, Mr. Lorentzen had
140,326
outstanding options to purchase Common Stock, of which
79,854
were exercisable.
|
(10)
|
As of
December 31, 2016
, Mr. Morse had
36,062
outstanding options to purchase Common Stock, of which
33,062
were exercisable. Mr. Morse resigned from the Board on May 10, 2017. In connection with the Spin-Off, all of Mr. Morse’s outstanding stock options vested as of May 11, 2017, and will remain exercisable for the remainder of the applicable term of the stock option.
|
(11)
|
As of
December 31, 2016
, Mr. Regan had
36,062
outstanding options to purchase Common Stock, of which
33,062
were exercisable. Mr. Regan resigned from the Board on May 10, 2017. In connection with the Spin-Off, all of Mr. Regan’s outstanding stock options vested as of May 11, 2017, and will remain exercisable for the remainder of the applicable term of the stock option.
|
(12)
|
As of
December 31, 2016
, Mr. Schizer had
4,500
outstanding options to purchase Common Stock, of which
1,500
were exercisable.
|
(13)
|
As of
December 31, 2016
, Mr. Wisch had
36,062
outstanding options to purchase Common Stock, of which
33,062
were exercisable.
|
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|
14
|
2017 Proxy Statement
|
|
•
|
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s Annual Meeting of Stockholders and to fill Board vacancies;
|
•
|
recommending modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing Board candidates, including those related to Board candidates submitted for consideration by stockholders;
|
•
|
reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;
|
•
|
periodically reviewing the size of the Board and recommending any appropriate changes;
|
•
|
overseeing the evaluation of the Board and management;
|
•
|
recommending changes in director compensation;
|
•
|
successor planning; and
|
•
|
various governance responsibilities.
|
|
|
|
|
2017 Proxy Statement
|
15
|
•
|
experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;
|
•
|
proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;
|
•
|
prior or current association with institutions noted for their excellence;
|
•
|
complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;
|
•
|
an understanding of the Company’s businesses and the environment in which the Company operates; and
|
•
|
diversity as to business experiences, educational and professional backgrounds and ethnicity.
|
•
|
management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;
|
•
|
the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);
|
•
|
the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;
|
•
|
the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;
|
•
|
risk management and controls, which include assisting management in identifying and monitoring risks, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board); and
|
•
|
the processes for handling complaints relating to accounting, internal accounting controls and auditing matters.
|
|
|
|
16
|
2017 Proxy Statement
|
|
•
|
reviewed and discussed the audited financial statements with management;
|
•
|
discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by PCAOB Auditing Standard No. 61, as amended, Communications with Audit Committees; and
|
•
|
received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with Ernst & Young LLP that firm’s independence.
|
|
|
|
|
2017 Proxy Statement
|
17
|
•
|
approves, either on its own or in consultation with the Company’s independent directors, the compensation of the Executive Chairman, the Chief Executive Officer, other executive officers, and certain officers or managers of a Business Unit or subsidiary who receive an annual base salary of more than $300,000;
|
•
|
evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;
|
•
|
reviews, approves and makes recommendations with respect to changes in incentive compensation and equity-based plans;
|
•
|
approves all grants of stock options and restricted stock awards;
|
•
|
reviews and makes recommendations with respect to director compensation;
|
•
|
prepares a report to be included in the Company’s annual proxy statement; and
|
•
|
conducts an annual performance self-evaluation.
|
|
|
|
18
|
2017 Proxy Statement
|
|
•
|
Charles Fabrikant, Executive Chairman and Chief Executive Officer (Principal Executive Officer);
|
•
|
Matthew R. Cenac, former Executive Vice President and Chief Financial Officer (Principal Financial Officer);
|
•
|
Eric Fabrikant, Co-Chief Operating Officer;
|
•
|
John Gellert, former Co-Chief Operating Officer; and
|
•
|
Bruce Weins, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer).
|
|
|
|
|
2017 Proxy Statement
|
19
|
•
|
Earning $51.2 million in positive cash flow from operations
|
|
|
|
20
|
2017 Proxy Statement
|
|
•
|
Placing two newly built U.S.-flag product tankers into service on long-term time charters
|
•
|
Investing $25.0 million in and received $9.5 million from various joint ventures
|
•
|
Acquiring $162.6 million in principal amount of certain of its outstanding Senior Notes and Convertible Senior Notes for total consideration of $157.8 million and debt extinguishment gains of $5.2 million
|
•
|
Successfully refinancing its wind farm utility fleet
|
•
|
Successfully defending various claims in litigation, primarily related to the
Deepwater Horizon
oil spill response, resulting in no settlement payments by the Company (the “Litigation Defense”)
|
•
|
Provided debtor-in-possession financing for International Shipholding Corporation (“ISH”) and successfully negotiated with the secured creditors a reorganization plan, whereby the Company acquired certain assets and businesses of ISH (the “ISH Reorganization”)
|
•
|
The Company’s sale of nine offshore support vessels, nineteen 30,000 barrel inland river tank barges, fourteen inland river towboats, two U.S.-flag harbor tugs and one U.S.-flag product tanker, which was leased back, and other property and equipment for net proceeds of $194.4 million ($184.4 million in cash, $8.0 million in seller financing and one U.S.-flag harbor tug valued at $2.0 million) (the “Equipment Sales”)
|
•
|
Our CEO’s total compensation for 2016, as set forth in the Summary Compensation Table, represents a 21% reduction from his total compensation for 2015;
|
•
|
Across-the-board reductions to the annual bonuses paid to our NEOs as measured from 2015 to 2016;
|
•
|
No base salary increases for NEOs for the 2017 fiscal year; and
|
•
|
Adjustments to the number of equity awards granted in respect of 2016 Company and individual performance.
|
•
|
Annual Review of Base Salaries.
NEOs’ base salaries were unchanged.
|
•
|
Deferred 40% of Annual Bonuses.
We continued our practice of deferring payment of 40% of our NEOs’ annual bonuses to subsequent years, with 20% to be paid in the first quarter of 2018 and the remaining 20% to be paid in the first quarter of 2019.
|
•
|
Five-Year Vesting of Restricted Stock and Four-Year Vesting of Stock Options.
Historically, each executive’s long-term incentive grant is delivered either as stock options (priced at four designated quarterly dates throughout the year of grant) or as restricted stock, which has a four-year and five-year vesting period, respectively.
|
•
|
Clawback Policy.
The Company has a clawback policy applicable to our NEOs’ executive compensation.
|
|
|
|
|
2017 Proxy Statement
|
21
|
•
|
No Repricing or Replacing Outstanding Stock Options
. We have never repriced or replaced any of our outstanding stock options.
|
•
|
No Perquisites.
We do not grant perquisites to our NEOs that are different from the perquisites available to all our employees generally.
|
•
|
No Tax Gross-ups.
We have never provided any tax gross-up payments to NEOs and have no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.
|
•
|
No Excessive Severance Payments.
We do not provide excessive severance payments in the event of an NEO’s termination of employment.
|
•
|
No Supplemental Executive Retirement Plans (“SERP”).
We do not provide a SERP to our NEOs.
|
•
|
Double-Trigger Vesting.
Awards under our Share Incentive Plan contain a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a change of control of the Company if (i) an acquiror replaces or substitutes outstanding awards in accordance with the requirements of the Share Incentive Plan and (ii) a participant holding the replacement or substitute award is not involuntarily terminated within two years following the change of control.
|
•
|
No Hedging or Pledging By Our NEOs.
The Company has adopted prohibitions against hedging and pledging of Company stock.
|
•
|
No Guaranteed Bonuses.
We believe that bonuses should reflect actual company and individual performance. Therefore, we do not guarantee bonus payments to our NEOs.
|
•
|
No Employment Contracts with NEOs.
We do not maintain any employment contracts with our NEOs.
|
•
|
No Severance Agreements with NEOs.
We do not maintain any pre-committed severance agreements with our NEOs.
|
•
|
No Change-of-Control Agreements with NEOs.
We do not maintain any change-of-control agreements with our NEOs.
|
•
|
The Company seeks to align the interests of its executive officers and key managers with those of its stockholders by granting stock options and awarding restricted stock under an extended vesting schedule of four years and five years, respectively.
|
•
|
Using five-year vesting and four-year vesting for restricted stock and stock option awards, respectively, reflects the Company’s expectation that senior executives with influence over the Company’s strategic decisions regard themselves as long-term owners with values consistent with long-term stockholders, which is evident by the significant amount of equity voluntarily held by senior executives long after equity awards have vested.
|
•
|
In addition, the Company’s payout of bonuses over three years, with 60% distributed in the first year and 20% distributed in each of the following two years, further demonstrates the Company’s philosophy of rewarding longer-term financial and operating performance.
|
|
|
|
|
2017 Proxy Statement
|
22
|
•
|
the Company’s corporate transactions, financial results and projections;
|
•
|
the individual performance of the Company’s executive officers and the overall performance of each business unit;
|
•
|
the Executive Chairman and Chief Executive Officer’s recommendations; and
|
•
|
prevailing conditions in the job market.
|
•
|
market comparisons for cash and equity compensation;
|
•
|
the potential for future roles within the Company;
|
•
|
the risk in not retaining an individual;
|
•
|
total compensation levels before and after the recommended compensation amounts;
|
•
|
compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and
|
•
|
the fact that the Company has not entered into employment contracts and does not provide perquisites, supplemental retirement or severance programs.
|
|
|
|
|
2017 Proxy Statement
|
23
|
•
|
stockholder returns on equity on both a before and after-tax basis;
|
•
|
operating cash flow for the Company and its business units;
|
•
|
returns on operating assets;
|
•
|
cash generated relative to cost of replacement;
|
•
|
quality of the asset base;
|
•
|
results of trading assets;
|
•
|
tax strategies and cash retention;
|
•
|
financing activity;
|
•
|
degree of risk inherent in the balance sheet;
|
•
|
success of corporate strategies, mergers and acquisitions and divestitures; and
|
•
|
effective use of finance strategies.
|
|
|
|
24
|
2017 Proxy Statement
|
|
Compensation Element
|
|
Compensation
Objectives and Principles |
|
Relation to Performance
|
|
2016 Actions/Results
|
|||
Base Salary
-
Fixed annual cash; paid on a semi-monthly basis.
|
|
•
|
Compensate NEOs for services rendered during the year in the form of fixed cash compensation.
|
|
Increases in base salary reflect market positioning, economic conditions and the Compensation Committee’s assessment of company and individual performance over the prior year.
|
|
The NEOs’ 2016 base salaries were unchanged from 2015 base salaries.
|
||
|
|
|
|
•
|
Base salary levels are set to reflect the NEO’s role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness.
|
|
|
||
Annual Bonus
-
Cash, paid
60%
in the year awarded and
20%
in each of the next two subsequent years.
|
|
•
|
Reward senior executives, including NEOs, for performance over a one-year period.
|
|
Annual bonuses reflect company and individual performance.
|
|
Bonus awards were adjusted from 2015 levels in response to company and individual performance.
|
||
|
|
|
|
•
|
Payment is not guaranteed and levels vary according to company and individual performance.
|
|
|
|
|
Long-Term Incentives (LTI)
-
•
Stock Options -
A portion of each executive’s LTI grant is delivered as Stock Options with a four-year vesting period and priced at four designated quarterly dates throughout the year of grant.
•
Restricted Stock -
Historically, a portion of the executive’s LTI grant is delivered as Restricted Stock with a five-year vesting period.
|
|
•
|
Align NEOs’ interests with those of the Company’s stockholders and drive long-term value creation.
|
|
Prior-year company and individual performance are two of several factors the Compensation Committee considers when determining the size of the LTI grants for a given year.
|
|
Approximately 25% of NEOs’ 2016 LTI grant value was in stock options.
|
||
|
•
|
Pay for performance.
|
|
|
Approximately 75% of NEOs’ 2016 LTI grant value was in restricted stock.
|
||||
|
•
|
Reward NEOs for long- term growth.
|
|
|
|||||
|
•
|
Attract, retain and reward NEOs for company and individual performance.
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Health and Welfare Benefits
-
Eligibility to participate in our broad-based health and welfare plans, e.g., health insurance.
|
|
•
|
Identical to benefits provided to all Company employees.
|
|
Not directly related to performance. Reflects competitive pay practice.
|
|
No significant actions regarding health and welfare benefits in 2016.
|
||
|
•
|
Attract, retain and motivate.
|
|
|
|
||||
Retirement Plans
-
Eligibility to participate in our broad-based 401(k) plan for all employees.
|
|
•
|
Identical to benefits provided to all company employees.
|
|
Not directly related to performance. Reflects competitive pay practice.
|
|
No significant actions regarding retirement plans in 2016.
|
||
|
•
|
Attract, retain and motivate.
|
|
|
|
|
|||
Perquisites
-
None
|
|
•
|
The Company does not provide any perquisites.
|
|
The Company believes existing pay practices are sufficient to attract and retain senior management.
|
|
No actions with respect to perquisites in 2016.
|
|
|
|
|
2017 Proxy Statement
|
25
|
•
|
leadership experience, professional experience, ability to teach and train, communication skills and unique combination of business and legal background;
|
•
|
development and growth of diverse business units, the divestiture of which has unlocked significant stockholder value;
|
•
|
deal-making and transactional skills, particularly his experience with international business transactions;
|
•
|
familiarity with sophisticated capital markets and broad asset classes; and
|
•
|
experience in developing interrelated businesses, particularly in the shipping, inland river, offshore and energy industries.
|
•
|
responsibility for managing all financial personnel and supervising reporting and preparation of financial statements;
|
•
|
responsibility for internal controls, overseeing information technology, supervising human resources, complying with public reporting requirements and the Sarbanes-Oxley Act, and providing services to the Board and the business units, including development of analytical tools for understanding the operating performance of the different business units of the Company; and
|
•
|
his central role in the execution of the Company’s strategic acquisitions and divestitures, which included due diligence, planning and oversight of all of the Company’s
2016
transactions.
|
|
|
|
26
|
2017 Proxy Statement
|
|
•
|
the Company’s results and projections for the current fiscal year;
|
•
|
conditions in the job market;
|
•
|
industry conditions and market compensation levels, generally;
|
•
|
job performance and risk in not retaining an individual; and
|
•
|
potential for future growth roles within the Company.
|
•
|
formal retirement program or severance plans;
|
•
|
employment agreements or pre-committed bonuses;
|
•
|
perquisites;
|
•
|
gross-up provisions; or
|
•
|
non-ordinary course benefit plans.
|
|
|
|
|
2017 Proxy Statement
|
27
|
Named Executive Officer
|
|
2016 Base Salary
|
|
2017 Base Salary
|
||||
Charles Fabrikant
|
|
$
|
700,000
|
|
|
$
|
700,000
|
|
Matthew Cenac
|
|
450,000
|
|
|
450,000
|
|
||
Eric Fabrikant
|
|
450,000
|
|
|
450,000
|
|
||
John Gellert
|
|
450,000
|
|
|
450,000
|
|
||
Bruce Weins
|
|
245,000
|
|
|
245,000
|
|
•
|
Bonus awards are discretionary. Management and the Compensation Committee believe that determining bonuses on a case-by-case basis for each individual is the best approach for the Company.
|
•
|
The Compensation Committee, in conjunction with the Executive Chairman and Chief Executive Officer, also evaluated the performance of senior managers in achieving specific initiatives, such as executive corporate transactions and financings, improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities.
|
•
|
Performance was reviewed for senior managers in a multi-year context, considering contributions to decisions and strategies initiated in the past that may affect the present.
|
•
|
The bonus compensation is paid over three years, 60% in the year awarded (for services in the prior calendar year) and 20% in each of the next two subsequent years. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. This rate is set and approved by the Compensation Committee. The objective is to establish a retention system that links executives to the outcome of their decisions over a period of years.
|
•
|
For 2016, three of our NEOs received their annual bonuses pursuant to the Company’s Management Incentive Plan (the “MIP”). The Company adopted, and the stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria. Under the terms of the MIP, notwithstanding the achievement of any performance criteria, the Compensation Committee retained and, for
2016
, exercised its discretion to reduce all awards under the MIP.
|
•
|
With reference to the MIP performance targets, but using no formula, the Compensation Committee determined cash and equity bonus awards (
i.e.,
reducing the amounts otherwise payable under the MIP) by considering the Company’s financial performance and that of its business units and investments, taken in context of the overall business environment, and each individual’s contribution to that performance without providing particular weight to any individual factor.
|
|
|
|
28
|
2017 Proxy Statement
|
|
Named Executive Officer
|
|
2016 Annual Bonus
|
|
2015 Annual Bonus
|
||||
Charles Fabrikant
|
|
$
|
—
|
|
|
$
|
900,000
|
|
Matthew Cenac
|
|
260,000
|
|
|
300,000
|
|
||
Eric Fabrikant
|
|
240,000
|
|
|
300,000
|
|
||
John Gellert
|
|
—
|
|
|
300,000
|
|
||
Bruce Weins
|
|
115,000
|
|
|
130,000
|
|
•
|
Stock option awards, in any given year, are made in respect of performance during the calendar year immediately preceding the calendar year in which they are made and are priced in four equal installments during the year in which they are made on dates set by the Compensation Committee (such date for each installment, a “Grant Date”).
|
•
|
The Compensation Committee has determined that, by pricing stock options four times per year, the exercise prices would more approximately mirror share price levels during the year and reduce the random nature of pricing once per year. The first date is on or about March 4 and the following three dates are established at three-month intervals.
|
•
|
In
2017
, the Compensation Committee approved stock option awards based on
2016
performance on April 5, and set subsequent quarterly pricing dates on June 4, September 4 and December 4. The stock options vest ratably over four years beginning on March 4, 2018 and ending on March 4, 2021.
|
•
|
The option price for each grant is based on the closing price of the Company’s shares on the applicable Grant Date.
|
|
|
Annual Option Grant Amount
|
|
Vesting on March 4 of each year
|
|||||||||||
Named Executive Officer
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||
Charles Fabrikant
|
|
20,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
Matthew Cenac
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Eric Fabrikant
|
|
20,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
John Gellert
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bruce Weins
|
|
8,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
•
|
The restricted stock awards granted in
2017
vest ratably over five years, beginning on March 4, 2018, and ending on March 4, 2022. These awards are not reflected in the compensation tables included in this Proxy Statement, because the grants were made in
2017
.
|
|
|
|
|
2017 Proxy Statement
|
29
|
|
|
Annual Restricted Stock Grant Amount
|
|
Vesting on March 4 of each year
|
||||||||||||||
Named Executive Officer
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|||||||
Charles Fabrikant
|
|
30,000
|
|
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
Matthew Cenac
|
|
10,500
|
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
Eric Fabrikant
|
|
14,000
|
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
John Gellert
|
|
13,500
|
|
|
2,700
|
|
|
2,700
|
|
|
2,700
|
|
|
2,700
|
|
|
2,700
|
|
Bruce Weins
|
|
4,000
|
|
|
800
|
|
|
800
|
|
|
800
|
|
|
800
|
|
|
800
|
|
•
|
The Company has no formal policy requiring employees to retain vested restricted stock or options, but it prefers that executive officers maintain ownership and considers executive ownership levels when determining compensation packages.
|
•
|
The Compensation Committee annually reviews grant history and dispositions of options and restricted stock to determine if awards serve the purpose of building ownership.
|
|
|
|
30
|
2017 Proxy Statement
|
|
|
|
|
|
2017 Proxy Statement
|
31
|
Name and
Principal Position |
|
Year
|
|
Salary
($) |
|
Bonus
(1)
($) |
|
Stock
Awards (2) ($) |
|
Option
Awards (2) ($) |
|
All Other
Compensation ($) |
|
Total
($) |
||||||
Charles Fabrikant
(3)
|
|
2016
|
|
700,000
|
|
|
—
|
|
|
1,423,240
|
|
|
854,810
|
|
|
9,275
|
|
|
2,987,325
|
|
Executive Chairman and
|
|
2015
|
|
700,000
|
|
|
900,000
|
|
|
1,589,500
|
|
|
555,047
|
|
|
15,928
|
|
|
3,760,475
|
|
Chief Executive Officer
|
|
2014
|
|
700,000
|
|
|
3,000,000
|
|
|
1,963,940
|
|
|
766,159
|
|
|
29,736
|
|
|
6,459,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Matthew R. Cenac
(4)
|
|
2016
|
|
450,000
|
|
|
260,000
|
|
|
487,260
|
|
|
170,962
|
|
|
11,899
|
|
|
1,380,121
|
|
Former Executive Vice
|
|
2015
|
|
450,000
|
|
|
300,000
|
|
|
433,500
|
|
|
111,009
|
|
|
11,493
|
|
|
1,306,002
|
|
President and Chief
|
|
2014
|
|
362,500
|
|
|
425,000
|
|
|
607,850
|
|
|
129,360
|
|
|
10,363
|
|
|
1,535,073
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eric Fabrikant
(5)
|
|
2016
|
|
450,000
|
|
|
240,000
|
|
|
609,960
|
|
|
341,924
|
|
|
11,696
|
|
|
1,653,580
|
|
Co-Chief Operating Officer
|
|
2015
|
|
450,000
|
|
|
300,000
|
|
|
505,750
|
|
|
185,016
|
|
|
11,493
|
|
|
1,452,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John Gellert
(6)
|
|
2016
|
|
450,000
|
|
|
—
|
|
|
508,300
|
|
|
170,962
|
|
|
—
|
|
|
1,129,262
|
|
Former Co-Chief Operating
|
|
2015
|
|
450,000
|
|
|
300,000
|
|
|
1,083,750
|
|
|
351,530
|
|
|
11,493
|
|
|
2,196,773
|
|
Officer
|
|
2014
|
|
450,000
|
|
|
600,000
|
|
|
1,428,320
|
|
|
465,695
|
|
|
11,680
|
|
|
2,955,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bruce Weins
(7)
|
|
2016
|
|
245,000
|
|
|
115,000
|
|
|
177,905
|
|
|
102,577
|
|
|
10,435
|
|
|
650,917
|
|
Senior Vice President and Chief Accounting Officer
|
|
2015
|
|
245,000
|
|
|
130,000
|
|
|
216,750
|
|
|
83,257
|
|
|
10,236
|
|
|
685,243
|
|
(1)
|
Sixty percent (60%) of the annual bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”
|
(2)
|
The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during
2016
,
2015
and
2014
in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements included in the Company’s 2016 Annual Report on Form 10-K.
|
(3)
|
“All Other Compensation” for Mr. Fabrikant includes $6,653 and $22,570 in
2015
and
2014
, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275, $9,275 and $7,166 in
2016
,
2015
and
2014
, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan, a defined contribution plan established by the Company, effective July 1, 1994, that meets the requirements of Section 401(k) of the Internal Revenue Code.
|
(4)
|
“All Other Compensation” for Mr. Cenac includes $2,624, $2,218 and $3,197 in
2016
,
2015
and
2014
, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275, $9,275 and $7,166 in
2016
,
2015
and
2014
, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
|
(5)
|
“All Other Compensation” for Mr. Fabrikant includes $2,421 and $2,218 in
2016
and
2015
, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $9,275 in
2016
and
2015
, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
|
(6)
|
“All Other Compensation” for Mr. Gellert includes $2,218 and $4,514 in
2015
and
2014
, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $7,166 in
2015
and
2014
, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
|
(7)
|
“All Other Compensation” for Mr. Weins includes $1,160 and $961 in
2016
and
2015
, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $9,275 and $9,275 in
2016
and
2015
, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.
|
|
|
|
32
|
2017 Proxy Statement
|
|
Name
|
|
Approval
Date |
|
Grant
Date |
|
All Other
Stock Awards: Number of Shares of Stock or Units (1)(2) (#) |
|
All Other
Option Awards: Number of Securities Underlying Options (3)(4) (#) |
|
Exercise
or Base Price of Option Awards ($) |
|
Market
Price on Grant Date ($) |
|
Grant Date
Fair Value of Stock and Option Awards (5) ($) |
|||||
Charles Fabrikant
|
|
3/4/2016
|
|
3/4/2016
|
|
28,000
|
|
|
|
|
|
|
50.83
|
|
|
1,423,240
|
|
||
Executive Chairman
|
|
3/4/2016
|
|
3/4/2016
|
|
|
|
12,500
|
|
|
50.83
|
|
|
50.83
|
|
|
188,647
|
|
|
and Chief Executive
|
|
3/4/2016
|
|
6/4/2016
|
|
|
|
12,500
|
|
|
57.11
|
|
|
57.11
|
|
|
210,415
|
|
|
Officer
|
|
3/4/2016
|
|
9/4/2016
|
|
|
|
12,500
|
|
|
58.88
|
|
|
58.88
|
|
|
209,423
|
|
|
|
|
3/4/2016
|
|
12/4/2016
|
|
|
|
12,500
|
|
|
63.44
|
|
|
63.44
|
|
|
246,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Matthew Cenac
|
|
3/4/2016
|
|
3/4/2016
|
|
7,000
|
|
|
|
|
|
|
50.83
|
|
|
355,810
|
|
||
Former Executive Vice
|
|
4/6/2016
|
|
4/6/2016
|
|
2,500
|
|
|
|
|
|
|
52.58
|
|
|
131,450
|
|
||
President and Chief
|
|
3/4/2016
|
|
3/4/2016
|
|
|
|
2,500
|
|
|
50.83
|
|
|
50.83
|
|
|
37,729
|
|
|
Financial Officer
|
|
3/4/2016
|
|
6/4/2016
|
|
|
|
2,500
|
|
|
57.11
|
|
|
57.11
|
|
|
42,083
|
|
|
|
|
3/4/2016
|
|
9/4/2016
|
|
|
|
2,500
|
|
|
58.88
|
|
|
58.88
|
|
|
41,885
|
|
|
|
|
3/4/2016
|
|
12/4/2016
|
|
|
|
2,500
|
|
|
63.44
|
|
|
63.44
|
|
|
49,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Eric Fabrikant
|
|
3/4/2016
|
|
3/4/2016
|
|
12,000
|
|
|
|
|
|
|
50.83
|
|
|
609,960
|
|
||
Co-Chief Operating
|
|
3/4/2016
|
|
3/4/2016
|
|
|
|
5,000
|
|
|
50.83
|
|
|
50.83
|
|
|
75,459
|
|
|
Officer
|
|
3/4/2016
|
|
6/4/2016
|
|
|
|
5,000
|
|
|
57.11
|
|
|
57.11
|
|
|
84,166
|
|
|
|
|
3/4/2016
|
|
9/4/2016
|
|
|
|
5,000
|
|
|
58.88
|
|
|
58.88
|
|
|
83,769
|
|
|
|
|
3/4/2016
|
|
12/4/2016
|
|
|
|
5,000
|
|
|
63.44
|
|
|
63.44
|
|
|
98,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
John Gellert
|
|
3/4/2016
|
|
3/4/2016
|
|
10,000
|
|
|
|
|
|
|
50.83
|
|
|
508,300
|
|
||
Former Co-Chief
|
|
3/4/2016
|
|
3/4/2016
|
|
|
|
2,500
|
|
|
50.83
|
|
|
50.83
|
|
|
37,729
|
|
|
Operating Officer
|
|
3/4/2016
|
|
6/4/2016
|
|
|
|
2,500
|
|
|
57.11
|
|
|
57.11
|
|
|
42,083
|
|
|
|
|
3/4/2016
|
|
9/4/2016
|
|
|
|
2,500
|
|
|
58.88
|
|
|
58.88
|
|
|
41,885
|
|
|
|
|
3/4/2016
|
|
12/4/2016
|
|
|
|
2,500
|
|
|
63.44
|
|
|
63.44
|
|
|
49,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bruce Weins
|
|
3/4/2016
|
|
3/4/2016
|
|
3,500
|
|
|
|
|
|
|
50.83
|
|
|
177,905
|
|
||
Senior Vice President
|
|
3/4/2016
|
|
3/4/2016
|
|
|
|
1,500
|
|
|
50.83
|
|
|
50.83
|
|
|
22,638
|
|
|
and Chief Accounting
|
|
3/4/2016
|
|
6/4/2016
|
|
|
|
1,500
|
|
|
57.11
|
|
|
57.11
|
|
|
25,250
|
|
|
Officer
|
|
3/4/2016
|
|
9/4/2016
|
|
|
|
1,500
|
|
|
58.88
|
|
|
58.88
|
|
|
25,130
|
|
|
|
|
3/4/2016
|
|
12/4/2016
|
|
|
|
1,500
|
|
|
63.44
|
|
|
63.44
|
|
|
29,559
|
|
(1)
|
The amounts set forth in this column reflect the number of shares of restricted stock granted in
2016
. These awards vest in five equal annual installments commencing approximately one year after the date of the award. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company. If cash dividends are paid by the Company, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested. In connection with the Spin-Off, all outstanding stock options and restricted stock awards held by each of Mr. Cenac and Mr. Gellert vested.
|
(2)
|
Excludes restricted stock granted in
2017
with respect to
2016
compensation as follows: Mr. Fabrikant –
30,000
shares; Mr. Cenac –
10,500
shares; Mr. E. Fabrikant -
14,000
shares;Mr. Gellert –
13,500
shares; and Mr, Weins –
4,000
. These awards were made in respect of
2016
performance.
|
|
|
|
|
2017 Proxy Statement
|
33
|
(3)
|
Options granted are exercisable in 20% annual increments beginning on
April 5, 2017
. The options are priced in four equal installments over a one-year period, with the first such installment being priced on the date of grant at an exercise price equal to the market price on that date and the remaining installments being priced quarterly thereafter at a price equal to the closing market price of Common Stock on the date of the pricing. Options not yet exercisable become immediately exercisable upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.
|
(4)
|
Excludes stock options granted on
April 5, 2017
, with respect to
2016
compensation as follows: Mr. Fabrikant –
20,000
shares; Mr. E. Fabrikant -
20,000
shares; and Mr. Weins –
8,000
shares. One-fourth of such options are exercisable at
$64.66
and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of June 4, 2017, September 4, 2017 and December 4, 2017. These awards were made in respect of
2016
performance. Messrs. Cenac and Gellert did not receive a stock option award.
|
(5)
|
The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 14 of the Consolidated Financial Statements in the Company’s 2016 Annual Report on Form 10-K.
|
|
|
|
34
|
2017 Proxy Statement
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
|
Number of
Securities Underlying Unexercised Options (Unexercisable) (1) (#) |
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested (#) |
|
|
Market
Value of Shares or Units that Have Not Vested (2) ($) |
|||||
Charles Fabrikant
|
|
9,666
|
|
|
—
|
|
|
|
58.54
|
|
|
3/4/2017
|
|
20,400
|
|
(3)
|
|
1,454,112
|
|
Executive Chairman and
|
|
9,666
|
|
|
—
|
|
|
|
57.70
|
|
|
3/4/2017
|
|
18,400
|
|
(4)
|
|
1,311,552
|
|
Chief Executive Officer
|
|
9,666
|
|
|
—
|
|
|
|
52.61
|
|
|
3/4/2017
|
|
14,400
|
|
(5)
|
|
1,026,432
|
|
|
|
9,666
|
|
|
—
|
|
|
|
54.76
|
|
|
3/4/2017
|
|
10,000
|
|
(6)
|
|
712,800
|
|
|
|
9,666
|
|
|
—
|
|
|
|
58.15
|
|
|
3/4/2018
|
|
5,600
|
|
(7)
|
|
399,168
|
|
|
|
9,666
|
|
|
—
|
|
|
|
53.15
|
|
|
3/4/2018
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
48.65
|
|
|
3/4/2018
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
30.26
|
|
|
3/4/2018
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
28.44
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
44.96
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
43.11
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
42.42
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
46.19
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
37.18
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
47.35
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
71.62
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
72.45
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
71.35
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
62.01
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
64.22
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
3,866
|
|
|
967
|
|
(8)
|
|
72.42
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
3,866
|
|
|
967
|
|
(8)
|
|
62.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
3,866
|
|
|
967
|
|
(8)
|
|
63.72
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
3,866
|
|
|
967
|
|
(8)
|
|
66.62
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
4,500
|
|
|
3,000
|
|
(9)
|
|
68.17
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
4,500
|
|
|
3,000
|
|
(9)
|
|
77.51
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
4,500
|
|
|
3,000
|
|
(9)
|
|
84.69
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
4,500
|
|
|
3,000
|
|
(9)
|
|
92.10
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
3,000
|
|
|
4,500
|
|
(10)
|
|
89.27
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
3,000
|
|
|
4,500
|
|
(10)
|
|
80.79
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
3,000
|
|
|
4,500
|
|
(10)
|
|
80.23
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
3,000
|
|
|
4,500
|
|
(10)
|
|
72.90
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
1,500
|
|
|
6,000
|
|
(11)
|
|
72.25
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
1,500
|
|
|
6,000
|
|
(11)
|
|
69.73
|
|
|
3/4/2025
|
|
|
|
|
|
|
|
|
|
2017 Proxy Statement
|
35
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
|
Number of
Securities Underlying Unexercised Options (Unexercisable) (1) (#) |
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested (#) |
|
|
Market
Value of Shares or Units that Have Not Vested (2) ($) |
|||||
|
|
1,500
|
|
|
6,000
|
|
(11)
|
|
62.49
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
1,500
|
|
|
6,000
|
|
(11)
|
|
55.63
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
—
|
|
|
12,500
|
|
(12)
|
|
50.83
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
12,500
|
|
(12)
|
|
57.11
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
12,500
|
|
(12)
|
|
58.88
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
12,500
|
|
(12)
|
|
63.44
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Matthew R. Cenac
(16)
|
|
194
|
|
|
—
|
|
|
|
28.41
|
|
|
3/4/2019
|
|
5,800
|
|
(3)
|
|
413,424
|
|
Former Executive Vice President
|
|
194
|
|
|
—
|
|
|
|
44.95
|
|
|
3/4/2019
|
|
400
|
|
(13)
|
|
28,512
|
|
and Chief Financial Officer
|
|
194
|
|
|
—
|
|
|
|
43.09
|
|
|
3/4/2019
|
|
5,100
|
|
(4)
|
|
363,528
|
|
|
|
194
|
|
|
—
|
|
|
|
42.40
|
|
|
3/4/2019
|
|
400
|
|
(14)
|
|
28,512
|
|
|
|
451
|
|
|
—
|
|
|
|
46.18
|
|
|
3/4/2020
|
|
4,100
|
|
(5)
|
|
292,248
|
|
|
|
451
|
|
|
—
|
|
|
|
37.16
|
|
|
3/4/2020
|
|
400
|
|
(15)
|
|
28,512
|
|
|
|
451
|
|
|
—
|
|
|
|
47.33
|
|
|
3/4/2020
|
|
3,100
|
|
(6)
|
|
220,968
|
|
|
|
1,127
|
|
|
—
|
|
|
|
71.62
|
|
|
3/4/2020
|
|
1,900
|
|
(7)
|
|
135,432
|
|
|
|
1,611
|
|
|
—
|
|
|
|
72.45
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,611
|
|
|
—
|
|
|
|
71.35
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,611
|
|
|
—
|
|
|
|
62.01
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,611
|
|
|
—
|
|
|
|
64.22
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,288
|
|
|
323
|
|
(8)
|
|
72.42
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,288
|
|
|
323
|
|
(8)
|
|
62.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,288
|
|
|
323
|
|
(8)
|
|
63.72
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,288
|
|
|
323
|
|
(8)
|
|
66.62
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
68.17
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
77.51
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
84.69
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
92.10
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
500
|
|
|
750
|
|
(10)
|
|
89.27
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
500
|
|
|
750
|
|
(10)
|
|
80.79
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
500
|
|
|
750
|
|
(10)
|
|
80.23
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
500
|
|
|
750
|
|
(10)
|
|
72.90
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
300
|
|
|
1,200
|
|
(11)
|
|
72.25
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
300
|
|
|
1,200
|
|
(11)
|
|
69.73
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
300
|
|
|
1,200
|
|
(11)
|
|
62.49
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
300
|
|
|
1,200
|
|
(11)
|
|
55.63
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
50.83
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
57.11
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
58.88
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
63.44
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
2017 Proxy Statement
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
|
Number of
Securities Underlying Unexercised Options (Unexercisable) (1) (#) |
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested (#) |
|
|
Market
Value of Shares or Units that Have Not Vested (2) ($) |
|||||
Eric Fabrikant
|
|
805
|
|
|
—
|
|
|
|
58.15
|
|
|
3/4/2018
|
|
6,000
|
|
(3)
|
|
427,680
|
|
Co-Chief Operating Officer
|
|
805
|
|
|
—
|
|
|
|
53.14
|
|
|
3/4/2018
|
|
600
|
|
(13)
|
|
42,768
|
|
|
|
805
|
|
|
—
|
|
|
|
48.64
|
|
|
3/4/2018
|
|
5,400
|
|
(4)
|
|
384,912
|
|
|
|
805
|
|
|
—
|
|
|
|
30.24
|
|
|
3/4/2018
|
|
600
|
|
(14)
|
|
42,768
|
|
|
|
805
|
|
|
—
|
|
|
|
28.41
|
|
|
3/4/2019
|
|
4,600
|
|
(5)
|
|
327,888
|
|
|
|
805
|
|
|
—
|
|
|
|
44.95
|
|
|
3/4/2019
|
|
600
|
|
(15)
|
|
42,768
|
|
|
|
805
|
|
|
—
|
|
|
|
43.09
|
|
|
3/4/2019
|
|
3,800
|
|
(6)
|
|
270,864
|
|
|
|
805
|
|
|
—
|
|
|
|
42.40
|
|
|
3/4/2019
|
|
2,400
|
|
(7)
|
|
171,072
|
|
|
|
1,127
|
|
|
—
|
|
|
|
46.18
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
37.16
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
47.33
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
71.62
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
72.45
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
71.35
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
62.01
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,127
|
|
|
—
|
|
|
|
64.22
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
1,030
|
|
|
258
|
|
(8)
|
|
72.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,030
|
|
|
258
|
|
(8)
|
|
62.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,030
|
|
|
258
|
|
(8)
|
|
63.71
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
1,030
|
|
|
258
|
|
(8)
|
|
66.62
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
68.17
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
77.51
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
84.69
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
900
|
|
|
600
|
|
(9)
|
|
92.10
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
600
|
|
|
900
|
|
(10)
|
|
89.27
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
600
|
|
|
900
|
|
(10)
|
|
80.79
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
600
|
|
|
900
|
|
(10)
|
|
80.23
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
600
|
|
|
900
|
|
(10)
|
|
72.90
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
500
|
|
|
2,000
|
|
(11)
|
|
72.25
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
500
|
|
|
2,000
|
|
(11)
|
|
69.73
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
500
|
|
|
2,000
|
|
(11)
|
|
62.49
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
500
|
|
|
2,000
|
|
(11)
|
|
55.63
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
—
|
|
|
5,000
|
|
(12)
|
|
50.83
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
5,000
|
|
(12)
|
|
57.11
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
5,000
|
|
(12)
|
|
58.88
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
5,000
|
|
(12)
|
|
63.44
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
John Gellert
(17)
|
|
9,666
|
|
|
—
|
|
|
|
58.54
|
|
|
3/4/2017
|
|
12,700
|
|
(3)
|
|
905,256
|
|
Former Co-Chief Operating
|
|
9,666
|
|
|
—
|
|
|
|
57.70
|
|
|
3/4/2017
|
|
11,200
|
|
(4)
|
|
798,336
|
|
Officer
|
|
9,666
|
|
|
—
|
|
|
|
52.61
|
|
|
3/4/2017
|
|
8,200
|
|
(5)
|
|
584,496
|
|
|
|
|
|
2017 Proxy Statement
|
37
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
|
Number of
Securities Underlying Unexercised Options (Unexercisable) (1) (#) |
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested (#) |
|
|
Market
Value of Shares or Units that Have Not Vested (2) ($) |
|||||
|
|
9,666
|
|
|
—
|
|
|
|
54.76
|
|
|
3/4/2017
|
|
5,000
|
|
(6)
|
|
356,400
|
|
|
|
9,666
|
|
|
—
|
|
|
|
58.15
|
|
|
3/4/2018
|
|
2,000
|
|
(7)
|
|
142,560
|
|
|
|
9,666
|
|
|
—
|
|
|
|
53.15
|
|
|
3/4/2018
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
48.65
|
|
|
3/4/2018
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
28.44
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
44.96
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
43.11
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
9,666
|
|
|
—
|
|
|
|
42.42
|
|
|
3/4/2019
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
46.19
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
37.18
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
47.35
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
71.62
|
|
|
3/4/2020
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
72.45
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
71.35
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
62.01
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
11,277
|
|
|
—
|
|
|
|
64.22
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
2,577
|
|
|
645
|
|
(8)
|
|
72.42
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
2,577
|
|
|
645
|
|
(8)
|
|
62.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
2,577
|
|
|
645
|
|
(8)
|
|
63.72
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
2,577
|
|
|
645
|
|
(8)
|
|
66.62
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
3,000
|
|
|
2,000
|
|
(9)
|
|
68.17
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
3,000
|
|
|
2,000
|
|
(9)
|
|
77.51
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
3,000
|
|
|
2,000
|
|
(9)
|
|
84.69
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
3,000
|
|
|
2,000
|
|
(9)
|
|
92.10
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
1,800
|
|
|
2,700
|
|
(10)
|
|
89.27
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
1,800
|
|
|
2,700
|
|
(10)
|
|
80.79
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
1,800
|
|
|
2,700
|
|
(10)
|
|
80.23
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
1,800
|
|
|
2,700
|
|
(10)
|
|
72.90
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
950
|
|
|
3,800
|
|
(11)
|
|
72.25
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
950
|
|
|
3,800
|
|
(11)
|
|
69.73
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
950
|
|
|
3,800
|
|
(11)
|
|
62.49
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
950
|
|
|
3,800
|
|
(11)
|
|
55.63
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
50.83
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
57.11
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
58.88
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
2,500
|
|
(12)
|
|
63.44
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bruce Weins
|
|
96
|
|
|
—
|
|
|
|
46.15
|
|
|
3/4/2020
|
|
2,670
|
|
(3)
|
|
190,318
|
|
Senior Vice President and Chief
|
|
96
|
|
|
—
|
|
|
|
37.13
|
|
|
3/4/2020
|
|
2,330
|
|
(4)
|
|
166,082
|
|
Accounting Officer
|
|
96
|
|
|
—
|
|
|
|
47.31
|
|
|
3/4/2020
|
|
1,850
|
|
(5)
|
|
131,868
|
|
|
|
|
38
|
2017 Proxy Statement
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
|
Number of
Securities Underlying Unexercised Options (Unexercisable) (1) (#) |
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested (#) |
|
|
Market
Value of Shares or Units that Have Not Vested (2) ($) |
|||||
|
|
96
|
|
|
—
|
|
|
|
71.62
|
|
|
3/4/2020
|
|
1,300
|
|
(6)
|
|
92,664
|
|
|
|
387
|
|
|
—
|
|
|
|
72.45
|
|
|
3/4/2021
|
|
700
|
|
(7)
|
|
49,896
|
|
|
|
387
|
|
|
—
|
|
|
|
71.35
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
387
|
|
|
—
|
|
|
|
62.01
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
387
|
|
|
—
|
|
|
|
64.22
|
|
|
3/4/2021
|
|
|
|
|
|
||
|
|
386
|
|
|
194
|
|
(8)
|
|
72.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
386
|
|
|
194
|
|
(8)
|
|
62.43
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
386
|
|
|
194
|
|
(8)
|
|
63.71
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
386
|
|
|
194
|
|
(8)
|
|
66.62
|
|
|
3/2/2022
|
|
|
|
|
|
||
|
|
400
|
|
|
400
|
|
(9)
|
|
68.17
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
400
|
|
|
400
|
|
(9)
|
|
77.51
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
600
|
|
|
400
|
|
(9)
|
|
84.69
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
600
|
|
|
400
|
|
(9)
|
|
92.10
|
|
|
3/4/2023
|
|
|
|
|
|
||
|
|
440
|
|
|
660
|
|
(10)
|
|
89.27
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
440
|
|
|
660
|
|
(10)
|
|
80.79
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
440
|
|
|
660
|
|
(10)
|
|
80.23
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
440
|
|
|
660
|
|
(10)
|
|
72.90
|
|
|
3/4/2024
|
|
|
|
|
|
||
|
|
225
|
|
|
900
|
|
(11)
|
|
72.25
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
225
|
|
|
900
|
|
(11)
|
|
69.73
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
225
|
|
|
900
|
|
(11)
|
|
62.49
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
225
|
|
|
900
|
|
(11)
|
|
55.63
|
|
|
3/4/2025
|
|
|
|
|
|
||
|
|
—
|
|
|
1,500
|
|
(12)
|
|
50.83
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
1,500
|
|
(12)
|
|
57.11
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
1,500
|
|
(12)
|
|
58.88
|
|
|
3/4/2026
|
|
|
|
|
|
||
|
|
—
|
|
|
1,500
|
|
(12)
|
|
63.44
|
|
|
3/4/2026
|
|
|
|
|
|
(1)
|
Options vest incrementally at a rate of one-fifth per year.
|
(2)
|
The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of the Company’s common stock on
December 31, 2016
, which was $
71.28
.
|
(3)
|
These shares vested on March 4, 2017.
|
(4)
|
These shares will vest on March 4, 2018, assuming continued employment or directorship with the Company.
|
(5)
|
These shares will vest on March 4, 2019, assuming continued employment or directorship with the Company.
|
(6)
|
These shares will vest on March 4, 2020, assuming continued employment or directorship with the Company.
|
(7)
|
These shares will vest on March 4, 2021, assuming continued employment or directorship with the Company.
|
(8)
|
These options vested on March 4, 2017.
|
(9)
|
These options vest in substantially equal proportions on March 4 of 2017 and 2018, assuming continued employment or directorship with the Company.
|
(10)
|
These options vest in substantially equal proportions on March 4 of 2017, 2018 and 2019, assuming continued employment or directorship with the Company.
|
(11)
|
These options vest in substantially equal proportions on March 4 of 2017, 2018, 2019 and 2020, assuming continued employment or directorship with the Company.
|
|
|
|
|
2017 Proxy Statement
|
39
|
(12)
|
These options vest in substantially equal proportions on March 4 of 2017, 2018, 2019, 2020 and 2021, assuming continued employment or directorship with the Company.
|
(13)
|
These shares vested on May 27, 2017.
|
(14)
|
These shares will vest on May 27, 2018, assuming continued employment or directorship with the Company.
|
(15)
|
These shares will vest on May 27, 2019, assuming continued employment or directorship with the Company.
|
(16)
|
In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Cenac vested.
|
(17)
|
In connection with the Spin-Off, all stock options and restricted stock awards held by Mr. Gellert vested.
|
|
|
|
40
|
2017 Proxy Statement
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||
Name
|
|
Number of
Shares Acquired on Exercise (#) |
|
Value
Realized on Exercise (1) ($) |
|
Number of
Shares Acquired on Vesting (#) |
|
Value
Realized on Vesting (2) ($) |
||
Charles Fabrikant
|
|
9,666
|
|
|
70,028
|
|
|
24,800
|
|
1,260,584
|
Executive Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
||
Matthew Cenac
|
|
—
|
|
|
—
|
|
|
5,000
|
|
256,694
|
Former Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
||
Eric Fabrikant
|
|
—
|
|
|
—
|
|
|
4,700
|
|
242,717
|
Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
||
John Gellert
|
|
9,666
|
|
|
65,350
|
|
|
14,700
|
|
747,201
|
Former Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
||
Bruce Weins
|
|
—
|
|
|
—
|
|
|
2,330
|
|
118,434
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
|
|
|
|
|
(1)
|
The value realized on the exercise of stock options is based on the difference between the exercise price and the market price on the date of exercise.
|
(2)
|
The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting.
|
|
|
|
|
2017 Proxy Statement
|
41
|
Name
|
|
Executive
Contributions in Last Fiscal Year ($) |
|
Registrant
Contributions in Last Fiscal Year ($) |
|
Aggregate
Earnings in Last Fiscal Year ($) |
|
Aggregate
Withdrawals/ Distributions in Last Fiscal Year ($) |
|
Aggregate
Balance at Last Fiscal Year End ($) |
|||||
Charles Fabrikant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Executive Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
Matthew Cenac
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Former Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
Eric Fabrikant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
John Gellert
|
|
—
|
|
|
—
|
|
|
1,589
|
|
|
—
|
|
|
19,590
|
|
Former Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
Bruce Weins
|
|
—
|
|
|
—
|
|
|
1,508
|
|
|
—
|
|
|
20,163
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
2017 Proxy Statement
|
|
Name
|
|
Bonus
Awards (1) ($) |
|
Option
Awards (2) ($) |
|
Stock
Awards (3) ($) |
|
Total
($) |
||||
Charles Fabrikant
|
|
993,070
|
|
|
871,395
|
|
|
4,904,064
|
|
|
6,768,529
|
|
Executive Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
||||
Matthew Cenac
|
|
474,048
|
|
|
177,010
|
|
|
1,511,136
|
|
|
2,162,194
|
|
Former Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
||||
Eric Fabrikant
|
|
521,445
|
|
|
333,585
|
|
|
1,710,720
|
|
|
2,565,750
|
|
Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
||||
John Gellert
|
|
247,825
|
|
|
255,722
|
|
|
2,787,048
|
|
|
3,290,595
|
|
Former Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
||||
Bruce Weins
|
|
198,591
|
|
|
111,015
|
|
|
630,828
|
|
|
940,434
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
|
|
|
|
|
(1)
|
As described in footnote 1 to Table I, sixty percent (60%) of a bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the award. The amount in this table represents the total of all remaining annual installments and any accrued interest yet to be paid as of
December 31, 2016
. In connection with his separation from the Company, Mr. Cenac was paid $1 million in June of 2017 in recognition of his time and effort associated with the Spin-Off, which amount is not reflected in the table above.
|
(2)
|
The dollar amount in this column reflects the accumulated value based on the difference between the strike prices and the closing price of the Common Stock on
December 31, 2016
, which was $
71.28
, for unvested options that would accelerate upon the death, disability, qualified retirement or termination without “cause” of the employee, or the occurrence of a “change in control.” Unvested options to purchase Common Stock with strike prices greater than $
71.28
were excluded.
|
(3)
|
The dollar amount in this column reflects the closing price of the Common Stock on
December 31, 2016
, which was $
71.28
, for unvested shares that would accelerate upon the death, disability, qualified retirement or termination without “cause” of the employee, or the occurrence of a “change in control.”
|
|
|
|
|
2017 Proxy Statement
|
43
|
•
|
the Related Person’s relationship to the Company and interest in the Transaction;
|
•
|
the material facts of the Transaction, including the proposed aggregate value of such Transaction;
|
•
|
the materiality of the Transaction to the Related Person and the Company, including the dollar value of the Transaction, without regard to profit or loss;
|
•
|
the business purpose for and reasonableness of the Transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the Transaction;
|
•
|
whether the Transaction is comparable to an arrangement that could be available on an arms-length basis and is on terms that are generally available;
|
•
|
whether the Transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of the Company’s business; and
|
•
|
the effect of the Transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.
|
•
|
use of property, equipment or other assets owned or provided by the Company, including aircraft, vehicles, housing and computer or telephonic equipment, by a Related Person primarily for Company business purposes where the value of any personal use during the course of a year is less than $10,000;
|
•
|
reimbursement of business expenses incurred by a director or executive officer of the Company in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices;
|
|
|
|
44
|
2017 Proxy Statement
|
|
•
|
compensation arrangements for non-employee directors for their services as such that have been approved by the Board or a committee thereof;
|
•
|
compensation arrangements, including base pay and bonuses (whether in the form of cash or equity awards), for employees or consultants (other than a director or nominee for election as a director) for their services as such that have been approved by the Compensation Committee and employee benefits regularly provided under plans and programs generally available to employees; however, personal benefits from the use of company-owned or company-provided assets, including, but not limited to, personal use of company-owned or company-provided aircraft and housing, not used primarily for company business purposes may give rise to a Transaction with a Related Person;
|
•
|
a transaction where the rates or charges involved are determined by competitive bids or involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and
|
•
|
a transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
|
|
|
|
|
2017 Proxy Statement
|
45
|
•
|
The CEO’s total compensation for
2016
, as set forth in the Summary Compensation Table, represents a
21%
reduction from his total compensation for
2015
;
|
•
|
Across-the-board reductions to the annual bonuses paid to the Named Executive Officers as measured from
2015
to
2016
;
|
•
|
No base salary increases for Named Executive Officers for the
2017
fiscal year; and
|
•
|
Adjustments to the number of equity awards granted in respect of
2016
Company and individual performance.
|
|
|
|
46
|
2017 Proxy Statement
|
|
The Board unanimously recommends a vote FOR the approval on a non-binding,
advisory basis, of the compensation of our Named Executive Officers,
as disclosed in this Proxy Statement.
|
The Board unanimously recommends a vote to conduct an advisory say-on-pay vote
EVERY YEAR.
|
|
|
|
|
2017 Proxy Statement
|
47
|
|
|
|
48
|
2017 Proxy Statement
|
|
|
2016
|
|
2015
|
||||
Audit Fees
|
$
|
4,151,073
|
|
|
$
|
2,704,418
|
|
Audit-Related Fees
|
33,995
|
|
|
254,445
|
|
||
Tax Fees
|
72,733
|
|
|
95,219
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
4,257,801
|
|
|
$
|
3,054,082
|
|
The Board unanimously recommends a vote FOR ratification of the
appointment of Grant Thornton LLP as our Independent Registered Accounting Firm.
|
|
|
|
|
2017 Proxy Statement
|
49
|
|
|
|
50
|
2017 Proxy Statement
|
|
|
|
|
|
2017 Proxy Statement
|
51
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2017
|
This proxy statement and the 2016 Annual Report are available at
www.seacorholdings.com
(Investors-Financial Information) and at
www.seacorholdingsinvestors.com
.
|
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