SEACOR Marine : 2026 Proxy Stament

Published: 2026-04-16 17:24:08 ET SMHI

Published on 04/16/2026 at 05:24 pm EDT

SEACOR Marine Holdings Inc.

12121 Wickchester Lane

Suite 500

Houston, TX 77079

Notice of 2026 Annual Meeting And

Proxy Statement

SEACOR Marine Holdings Inc.

12121 Wickchester Lane

Suite 500

Houston, TX 77079

April 16, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of SEACOR Marine Holdings Inc. (the "Company") on Tuesday, June 2, 2026, at 9:00 a.m. (EDT). The Annual Meeting will be a completely "virtual meeting," held via a live audio webcast. Stockholders may access the meeting by visiting https://www.proxydocs.com/SMHI and entering the 16-digit control number, located on your proxy card. As the Annual Meeting will begin promptly at 9:00 a.m. (EDT), we encourage you to access the meeting prior to the start time.

All holders of record of the Company's outstanding Common Stock at the close of business on April 13, 2026, will be entitled to vote at the Annual Meeting. Your virtual attendance at the 2026 Annual Meeting affords you the same rights and opportunities to participate as you would have at an in-person annual meeting, including the ability to vote and submit questions electronically prior to and during the meeting. We believe the virtual Annual Meeting format will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

Directors, officers and other representatives of the Company are expected to be available at the virtual Annual Meeting, and they will be pleased to answer any questions you may have.

Whether or not you expect to attend the Annual Meeting and regardless of the number of shares of the Company's Common Stock you own, you are encouraged to carefully read the enclosed Proxy Statement and the Company's Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report"). You may vote your shares over the Internet at https://www.proxypush.com/SMHI or via the toll-free telephone number included herein. If you received a paper copy of a proxy or voting instruction card by mail, you may instead submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the virtual Annual Meeting should you decide to join the webcast.

We hope that you will be able to attend the virtual Annual Meeting.

For the Board of Directors,

Andrew R. Morse

Non-Executive Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026

This Proxy Statement and the 2025 Annual Report are available at https://ir.seacormarine.com/financial-information/annual-reports-and-proxy-statements

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SEACOR Marine Holdings Inc.

12121 Wickchester Lane

Suite 500

Houston, TX 77079

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Tuesday, June 2, 2026, at 9:00 a.m. (EDT)

April 16, 2026

To Our Stockholders:

The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of SEACOR Marine Holdings Inc. (the "Company") will be held on Tuesday, June 2, 2026, at 9:00 a.m. (EDT), exclusively online via a live audio webcast at https://www.proxydocs.com/SMHI, for the following purposes:

To elect six (6) directors to serve until the 2027 Annual Meeting of Stockholders;

To hold an advisory vote to approve Named Executive Officer compensation ("Say on Pay");

To ratify the appointment of Grant Thornton LLP as SEACOR Marine Holdings Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Only holders of record of the Company's Common Stock at the close of business on April 13, 2026, will be entitled to notice of and to vote at the virtual Annual Meeting. See the "Solicitation of Proxies, Voting and Revocation" section of the accompanying Proxy Statement for the place where the list of stockholders may be examined. The accompanying Proxy Statement is being first sent to stockholders on or about April 27, 2026.

Your vote is very important! Whether or not you plan to attend the virtual Annual Meeting, you are encouraged to read the enclosed Proxy Statement and 2025 Annual Report carefully and submit your proxy or voting instructions promptly so that your shares of the Company's Common Stock may be represented at the Annual Meeting. You may vote your shares over the Internet at www.proxypush.com/SMHI, by phoning the toll-free telephone number on the voting instruction card, or by completing, signing, dating and returning the enclosed proxy card. If you attend the virtual Annual Meeting by webcast, you may revoke your proxy and vote your shares electronically at the virtual meeting. See the "Attending the Annual Meeting Virtually" and "Voting and Quorum" sections of the accompanying Proxy Statement for additional instructions and information on voting.

For the Board of Directors,

Andrew H. Everett II Senior Vice President,

General Counsel and Secretary

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TABLE OF CONTENTS

SOLICITATION OF PROXIES, VOTING AND REVOCATION 2

Voting and Quorum 2

Shares Held in Street Name 3

Proxy Cards 4

Attending the Annual Meeting Virtually 4

Revocation of Proxies 4

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be

Held on June 2, 2026 5

Solicitation Expenses 5

CORPORATE GOVERNANCE 6

Board Leadership Structure 6

Board of Directors and Director Independence 6

Executive Sessions 7

Committees of the Board of Directors 7

Communications with the Board or Independent Directors 11

Risk Oversight 12

Cybersecurity Risk Management 13

Insider Trading and Tipping Procedures and Guidelines 13

Executive Compensation Clawback 13

Corporate Governance Guidelines and Code of Business Conduct and Ethics 13

ESG and Sustainability Council 13

PROPOSAL NO. 1 ELECTION OF DIRECTORS 15

Standing Director Nominees 15

Voting 17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 18

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS 19

COMPENSATION OF DIRECTORS 21

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE 22

EXECUTIVE COMPENSATION 24

Consideration of "Say on Pay" Vote Results 24

Summary of 2025 Compensation Elements 25

Executive Compensation Philosophy and Objectives 26

Oversight of Compensation Program 26

Market Information 26

Role of Independent Compensation Consultant 26

Role of Executive Officers in Compensation Decisions 26

Role of Compensation Committee 27

Elements of 2025 Compensation 27

Stock Ownership Guidelines 29

Clawback Policy 30

Policy Against Pledging and Hedging Company Securities 30

Retirement Plans 30

Compensation Risk Assessment 31

Equity Grant Practices 31

Employment Agreements; Change in Control Provisions 31

Tax Considerations 31

COMPENSATION TABLES 32

SUMMARY COMPENSATION TABLE 32

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2025) 33

EMPLOYMENT CONTRACTS/TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL 36

POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT,

TERMINATION WITHOUT CAUSE OR IN CONNECTION WITH A CHANGE IN CONTROL 37

EQUITY COMPENSATION PLAN INFORMATION 39

PAY VERSUS PERFORMANCE 40

Analysis of the Information Presented in the Pay versus Performance Table 43

RELATED PARTY TRANSACTIONS 44

Related Party Transactions Policy 44

Transactions with Carlyle 45

Transactions with CME 45

PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER

COMPENSATION ("SAY ON PAY") 46

PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 47

Independent Registered Public Accounting Firm Fee Information 47

Audit Committee Report 48

OTHER MATTERS 49

Other Actions at the Annual Meeting 49

STOCKHOLDER NOMINATION OF DIRECTORS 49

STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING 51

IMPORTANT INFORMATION 52

Voting Information 52

Your Participation in Voting the Shares You Own is Important 52

Annual Report 52

Householding 52

More Information is Available 52

12121 Wickchester Lane

Suite 500

Houston, TX 77079

Notice of 2026 Annual Meeting And

Proxy Statement

A list of the Company's stockholders as of the close of business on April 13, 2026 (the "Record Date") will be available for examination by any stockholder, for purposes germane to the virtual Annual Meeting, during ordinary business hours for the ten-day period prior to the date of the Annual Meeting, at the offices of the Company, 12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

Only record holders of our common stock, $0.01 par value per share ("Common Stock"), as of the Record Date will be entitled to vote at the Annual Meeting. Our authorized capital stock currently consists of 60,000,000 shares of Common Stock. At the close of business on the Record Date, there were 27,062,277 shares of Common Stock outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share held on the Record Date on all matters that may properly come before the Annual Meeting. There are no dissenter or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

Stockholders are requested to vote in one of the following ways:

by telephone by calling the toll-free number 1.866.859.2198 from any touch-tone telephone and following the instructions (have your proxy card in hand when you call);

by Internet prior to the Annual Meeting by accessing https://www.proxypush.com/SMHI and following the on-screen instructions (have your proxy card in hand when you access the website);

by completing, dating, signing and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose; or

by voting virtually at the Annual Meeting online at https://www.proxydocs.com/SMHI by using the control number included with these proxy materials (see the "Attending the Annual Meeting Virtually" section of this Proxy Statement).

We recommend that you vote by phone, Internet, or proxy even if you plan to virtually attend the Annual Meeting.

Shares of Common Stock represented by properly executed proxy cards or voted by telephone or Internet that are received by the Company and not subsequently revoked will be voted at the Annual Meeting in accordance with the instructions contained therein or if no instructions are contained in the proxy, as described in the "Proxy Cards" section of this Proxy Statement.

A quorum for the transaction of business at the Annual Meeting requires the holders of record of a majority in voting power of the then issued and outstanding shares of all classes and series of stock of the Company entitled to vote at the meeting, in person or by proxy.

For Proposal 1 (Election of Directors), election of the director nominees to the board of directors of the Company (the "Board") requires a plurality of the votes cast, which means that the six nominees receiving the most "for" votes will be elected. Because there are only six director nominees named in this Proxy Statement, votes withheld from any nominee will have no effect on the outcome of the election of directors. Votes may not be cast "against" the election of a nominee. Abstentions and "broker non-votes" (as described in the "Shares Held in Street Name" section of this Proxy Statement) will not affect the outcome of such election. Our stockholders do not have cumulative voting rights for the election of directors.

Matters to be considered at the meeting other than the election of directors require the vote of the holders of a majority of the shares entitled to vote and present at the meeting in person or by proxy.

For Proposal 2 (Say on Pay) and Proposal 3 (Ratification of the Appointment of Independent Registered Public Accounting Firm), stockholders may vote in favor of or against the proposal or may abstain from voting.

Because abstentions are treated as both "present" and "entitled to vote" on a matter, abstaining has the same effect as a vote "against" the proposal. For a discussion of the treatment of "broker non-votes," see the "Shares Held in Street Name" section of this Proxy Statement.

Because your vote on Proposal 2 (Say on Pay) is advisory in nature, the results will not be binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding executive compensation.

The table below summarizes the voting requirements to elect directors and to approve each of the other proposals in the Proxy Statement.

Proposal

Vote Required

Voting Allowed

Recommendation

1. Election of Directors

Plurality of the votes cast

No

FOR each

Director

Nominee

2. Advisory Vote to Approve

Holders of a majority in voting

No

FOR

Named Executive Officer

power of the shares entitled to

Compensation

vote present in person or by proxy

3. Ratification of the Appointment

Holders of a majority in voting

Yes

FOR

of Independent Registered

power of the shares entitled to

Public Accounting Firm

vote present in person or by proxy

If you hold your shares in "street name" as of the close of business on the Record Date, you may vote by following the instructions in the voting instruction card provided by your broker, bank or other nominee. Note that the deadline for voting through your broker, bank or other nominee will not necessarily correspond to the voting deadline for proxyholders. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. If you wish to attend the meeting virtually, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee.

A "broker non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. On routine matters, brokers have the discretion to vote shares held in "street name" - a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. If your shares are held in "street name" by a broker and you wish to vote on the proposal to elect the directors (Proposal 1), the advisory vote to approve Named Executive Officer compensation (Proposal 2), or to act upon any other non-routine business that may properly come before the Annual Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the "NYSE"), if you do not provide your broker with instructions, your broker generally will only have the authority to vote on the ratification of the appointment of Grant Thornton LLP, as the Company's independent registered public accounting firm (Proposal 3). All other matters at the Annual Meeting are expected to be non-routine and therefore brokers will not be entitled to vote on a beneficial owner's behalf without voting instructions or discretionary authority on such matters. Because broker non-votes are outstanding shares that are not entitled to vote on non-routine matters, they will have no effect on the outcome of Proposal 2 and, as noted above, will also have no effect on the outcome of Proposal 1.

If you sign and return your proxy card but do not specify how your shares of Common Stock are to be voted, they will be voted: FOR election as a director of each of the nominees named under "Proposal No. 1 -Election of Directors" in this Proxy Statement and listed under Item 1 of the enclosed proxy card; FOR "Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation" in this Proxy Statement and listed under Item 2 of the enclosed proxy card; and FOR "Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm" in this Proxy Statement and listed under Item 3 of the enclosed proxy card. If other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for the stockholder.

As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by the Company. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the Annual Meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast. Only record or beneficial owners of Common Stock as of the Record Date may attend the Annual Meeting, vote their shares and submit online questions.

In order to attend the Annual Meeting, you must register at https://www.proxydocs.com/SMHI. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. As part of the registration process, you must enter the control number located on your proxy card, or voting instruction card. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

The Annual Meeting will begin promptly at 9:00 a.m. (EDT), with online check-in beginning at 8:45

a.m. (EDT). Stockholders must use the unique link emailed to them upon completing their registration to access the Annual Meeting.

If you wish to submit a question for the Annual Meeting, you may do so in advance of the meeting at https://www.proxydocs.com/SMHI or at any point during the Annual Meeting (until the floor is closed to questions).

A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Annual Meeting by: (i) providing written notice to the Secretary of the Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card; (iii) entering new instructions by Internet or telephone; or (iv) attending the webcast of the Annual Meeting and voting virtually. Attendance at the Annual Meeting will not in itself constitute a revocation of a previously furnished proxy. Stockholders who attend the Annual Meeting need not revoke their proxy (if previously furnished) to vote virtually at the meeting. The Company encourages stockholders that plan to join the Annual Meeting to vote by phone or Internet or to submit a valid proxy card and vote their shares prior to the Annual Meeting. Even after you have voted electronically through the Internet or by telephone or submitted your proxy card, you may change your vote at any time before the proxy is exercised at the Annual Meeting by joining the webcast (see the "Attending the Annual Meeting Virtually" section of this Proxy Statement). If you hold your shares in "street name" and want to revoke your proxy, you will need to follow the instructions of your broker to revoke or change your previous vote (see the "Shares Held in Street Name" section of this Proxy Statement).

This Proxy Statement and the enclosed proxy card, the Notice of Annual Meeting, and the Company's 2025 Annual Report are available on the Internet at https://ir.seacormarine.com/financial-information/annual-reports-and-proxy-statements.

The Company will bear the costs of solicitation of proxies for the Annual Meeting. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies from stockholders by telephone, electronic or facsimile transmission, personal interview or other means.

The Company has requested brokers, bankers and other nominees who hold voting stock of the Company to forward proxy solicitation materials to their customers and such nominees will be reimbursed for their reasonable out-of-pocket expenses.

We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $10,000 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact our proxy solicitation agent as follows:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor New York, NY 10005

Banks and Brokerage Firms, please call (646) 989-1598 Stockholders, please call (866) 745-0267

The Board believes that there is no single organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company's circumstances from time to time.

The Board believes that the most effective leadership structure for the Company at the present time is to maintain the separate positions of Non-Executive Chairman and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on the full-time job of running the Company's business, while allowing the Non-Executive Chairman to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board believes this structure recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company's Non-Executive Chairman, particularly as the Board's oversight responsibilities, especially risk oversight, continue to grow and demand more time and attention. The Board also believes that separating the Non-Executive Chairman and Chief Executive Officer positions provides enhanced independent leadership and oversight for the Company, management and the Board.

In addition to the role that the Non-Executive Chairman has with regard to the Board, the chair of each of the three independent key committees of the Board (Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee) and each individual director is responsible for helping ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues that the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information, and additional meetings of the Board or of the independent directors.

The Board has adopted significant processes designed to support the Board's capacity for objective judgment, including executive sessions of the independent directors at Board meetings at which no employees are present, independent evaluation of, and communication with, members of senior management, and rigorous self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company's website at https://www.seacormarine.com by navigating to "Investors," and clicking "Corporate Governance." The Company's website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement. The Board has also provided mechanisms for stockholders to communicate in writing with the Non-Executive Chairman of the Board, with the non-management and/or independent directors, and with the full Board on matters of significance. These processes are outlined in the "Communications with the Board or Independent Directors" section of this Proxy Statement.

The business and affairs of the Company are managed under the direction of the Board. The Company's Third Amended and Restated By-Laws (the "By-Laws") provide that the Board will consist of not less than five and not more than twelve directors. In 2025, the Board consisted of six (6) directors and there were no changes to the Board in 2025 or thus far in 2026.

During 2025, the Board held ten meetings. The Board also acted pursuant to unanimous written consent on four other occasions. Each of the current directors attended at least 75% of the combined total meetings of the full Board and the committees on which they served during 2025. Although the Company does not have a formal policy governing director attendance at the annual meeting of stockholders, attendance is strongly encouraged and each member of our Board attended the Company's 2025 annual meeting of stockholders. All members of our Board plan to virtually attend the Annual Meeting.

Our Board consults with legal counsel to ensure that the Board's independence determinations are consistent with all relevant securities and other laws and regulations regarding director independence,

including the requirements of the New York Stock Exchange. To assist in the Board's independence determinations, each director completed materials designed to identify any relationships that could affect the director's independence. In addition, through discussions among our directors, a subjective analysis of independence is undertaken by the Nominating and Corporate Governance Committee. Our Board is currently composed of a majority of independent directors, with the Board having made the affirmative determination that each of Mr. Andrew R. Morse, Ms. Julie Persily, Mr. R. Christopher Regan, and Ms. Lisa P. Young, is independent as such term is defined by the applicable rules and regulations of the NYSE. Additionally, each of these directors meets the categorical standards for independence established by the Board (the "SEACOR Marine Categorical Standards"). A copy of the SEACOR Marine Categorical Standards is available on the Company's website at https://www.seacormarine.com by navigating to "Investors," and clicking "Corporate Governance" (entitled "Director Independence Standards").

The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so that they may review and request changes. Directors also have unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics. The Company's Chief Executive Officer hosts a monthly conference call with the directors and other senior management to discuss recent business developments and other matters.

Directors meet at regularly scheduled executive sessions without any members of management present to discuss issues relating to management performance and any other issue that may involve a potential conflict of interest with management. Executive sessions are generally presided over by the Company's Non-Executive Chairman, Mr. Morse, who is responsible for:

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

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, including providing the Chief Executive Officer with feedback from executive sessions of the independent directors;

advising members of management and members of the Board, where necessary, with respect to the Board's strategic review of operations and significant transactions;

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

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

The Board has established the following committees, each of which operates under a written charter that is available on the Company's website at https://www.seacormarine.com by navigating to "Investors," and clicking "Corporate Governance."

Audit Committee

The Audit Committee is composed of four members: Ms. Young, Mr. Morse, Ms. Persily, and Mr. Regan. Ms. Young, Mr. Morse, Ms. Persily, and Mr. Regan have all served on the Audit Committee since the last annual meeting of stockholders and continue to do so. Ms. Young is the chair of the Audit Committee. The Board has determined that Mr. Morse and Ms. Young are each an "audit committee financial expert" for purposes of the rules of the United States ("U.S.") Securities and Exchange Commission ("SEC") and NYSE. In reaching this determination, the Board considered, among other things, Mr. Morse's experience as an

investment banker for over 25 years, and Ms. Young's experience in public accounting and professional services for over 36 years, in addition to their other experience that is described elsewhere in this Proxy Statement. In addition, the Board determined that each member of the Audit Committee is financially literate, as required under the NYSE standards, and is considered independent, as defined by the rules of the NYSE applicable to Audit Committee members, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with the SEACOR Marine Categorical Standards. In accordance with the NYSE Listed Company Manual Rule 303A.07, which stipulates that if an audit committee member simultaneously serves on the audit committees of more than three public companies, the Board must determine whether such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee. Ms. Persily currently serves on a total of four public company audit committees including the Audit Committee of the Company. The Board has determined that the simultaneous service on four public company audit committees by Ms. Persily does not impair her ability to effectively serve on the Audit Committee. The Audit Committee is expected to meet at least quarterly. The Audit Committee met four times during 2025 and acted pursuant to unanimous written consent on one other occasion.

Committee Function. The Audit Committee assists the Board in fulfilling its responsibility to oversee, among other things:

the conduct and integrity of 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, performance, qualifications and compensation of the Company's independent registered public accounting firm (including its independence), their conduct of their annual audit and their engagement for any other services;

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 and disclosure controls and procedures, and the annual independent audit of the Company's financial statements;

risk management and controls, which includes assisting management with 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);

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

the Company's legal and regulatory compliance;

the annual self-evaluation of the Board's performance;

the Company's code of ethics as established by management and the Board; and

the preparation of the Audit Committee report required by the SEC rules to be included in the Company's annual proxy statement.

The Audit Committee's role is one of oversight. Management is responsible for preparing the Company's financial statements and the independent registered public accounting firm is responsible for auditing those financial statements. Management has more time, knowledge and detailed information about the Company than the Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee will not provide any expert or special assurance as to the Company's financial statements or any professional certification as to the independent registered public accounting firm's work.

Compensation Committee

The Compensation Committee is composed of four members: Mr. Regan, Mr. Morse, Ms. Persily, and Ms. Young. Mr. Regan, Mr. Morse, Ms. Persily, and Ms. Young have all served since the last annual meeting of stockholders and continue to serve on the Compensation Committee. Mr. Regan is the chair of the Compensation Committee. The Board has determined that each member of the Compensation Committee is independent, as defined by the rules of the NYSE applicable to Compensation Committee members and in accordance with the SEACOR Marine Categorical Standards. The Compensation Committee met four times during 2025 and acted pursuant to unanimous written consent on two other occasions.

Committee Function. Pursuant to its charter, the Compensation Committee is primarily responsible for, among other things:

reviewing and evaluating all of the Company's compensation practices;

reviewing and approving the compensation of the Chief Executive Officer and the Company's other executive officers;

reviewing director compensation at least annually, in consultation with the Nominating and Corporate Governance Committee when appropriate, and recommending any changes to the Board for approval;

reviewing and assessing any potential risks associated with the Company's compensation programs and procedures;

reviewing and making recommendations to the Board for the approval of changes in incentive compensation and equity-based compensation plans; and

conducting an annual self-evaluation of its own performance, including its effectiveness and compliance with its charter.

The Chairman of the Compensation Committee sets the agenda for the meetings of the Compensation Committee with the input from the Company's executive management. Members of executive management may also attend meetings, if requested. At each meeting, the Compensation Committee has the opportunity to meet in executive session. When the Compensation Committee acts without the approval of the full Board, the Chairman of the Compensation Committee reports the Compensation Committee's actions regarding compensation to the full Board. The Compensation Committee has the sole authority to retain, obtain the advice of, and terminate, any compensation consultants, independent legal counsel or other advisors to assist the Compensation Committee in its discharge of its duties and responsibilities, including the evaluation of director or executive officer compensation.

Compensation Committee Interlocks and Insider Participation. None of the current members of the Compensation Committee is or ever was an officer or employee of the Company. During 2025, none of the Company's executive officers served as a director or member of the compensation committee of any other entity whose executive officers serve on the Board or the Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is composed of four members: Mr. Regan, Mr. Morse, Ms. Persily, and Ms. Young. Mr. Regan, Mr. Morse, Ms. Persily, and Ms. Young have all served since the last annual meeting of stockholders and continue to serve on the Nominating and Corporate Governance Committee. Mr. Regan is the chair of the Nominating and Corporate Governance Committee. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as defined by the rules of the NYSE and in accordance with the SEACOR Marine Categorical Standards. The Nominating and Corporate Governance Committee met four times during 2025.

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

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company's annual meeting of stockholders and to fill vacancies on the Board;

developing, recommending and implementing modifications, as appropriate, to the Company's Corporate Governance Guidelines and policies and procedures for identifying and reviewing candidates for the Board, including policies and procedures relating to candidates for the Board 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, expertise in cybersecurity and other emerging risks, diversity and other desired qualities;

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

overseeing the evaluation of the Board and management;

recommending changes in director compensation in consultation with the Compensation Committee when appropriate;

reviewing, on a regular basis, the overall corporate governance of the Company and recommending to the Board improvements when necessary; and

overseeing the Company's environmental, social and governance ("ESG") program and sustainability initiatives and working with the Sustainability Council to ensure the Company's goals with respect to ESG and sustainability practices are addressed and met.

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

In identifying new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from Nominating and Corporate Governance Committee members, other members of the Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board, considers each candidate's personal qualifications and how such personal qualifications effectively address the then-perceived current needs of the Board. The minimum qualifications and criteria for membership on the Board include the following:

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

proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;

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

an understanding of the Company's businesses and the environment in which it operates.

The Nominating and Corporate Governance Committee also considers the diversity of the Board and potential candidates as to business and life experiences as well as educational and professional backgrounds in recruiting and recommending candidates for election.

After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. The Nominating and Corporate Governance Committee has the power to retain outside counsel, director search and recruitment consultants or other experts and will receive from the Company adequate funding, as determined by the Nominating and Corporate Governance Committee, for payment of reasonable compensation to such advisors.

Having evaluated the Board candidates set forth under Proposal No. 1 pursuant to these processes and criteria, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the persons named in the "Standing Director Nominees" section of this Proxy Statement for election.

Stockholder Recommendations. The Nominating and Corporate Governance Committee will consider director candidates suggested by the Company's stockholders provided that the recommendations are made in accordance with the same procedures required under the By-Laws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under the "Stockholder Proposals for the 2027 Annual Meeting" section of this Proxy Statement. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the Nominating and Corporate Governance Committee's nominees receive. There have been no changes to these procedures over the last fiscal year. The Company will report any material change to this procedure in an appropriate filing with the SEC and will make any such changes available promptly on the "SEC Filings" section of the Company's website at https://www.seacormarine.com.

Stockholders or interested parties who wish to communicate with the Board, the Non-Executive Chairman and/or independent directors, may do so by writing in care of the Company's Corporate Secretary, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to SEACOR Marine Holdings Inc., Attn: Corporate Secretary, 12121 Wickchester Lane, Suite 500, Houston, Texas 77079 or by email to [email protected]. The independent directors have established procedures for handling communications from stockholders of the Company and directed the Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the Non-Executive Chairman and independent directors. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chair of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board's responsibilities will be sent to the appropriate executive. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters, and

(ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. These procedures are available on the Company's website, at www.seacormarine.com by navigating to "Investors," and clicking "Corporate Governance" (entitled "Procedures for Addressing Complaints"). Such complaints, reports or concerns may be communicated to the Company's General Counsel or the Chairman of the Audit Committee through a toll-free hotline at +1 (844) 359-7729 or through an internet based reporting tool provided by NAVEX Global (www.seacormarine.ethicspoint.com), each of which ensures that the communications are made on an anonymous and confidential basis. Complaints received are logged by the General Counsel, communicated to the Chairman of the Audit Committee and then investigated by the General Counsel under the supervision of the Audit Committee, unless the Audit Committee determines a different approach is required. These procedures permit the retention of counsel, accountants and consultants to help with such investigations. In accordance with Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), these procedures prohibit the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.

The Company's business, financial condition, results of operations, cash flows and prospects can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers, employees, and internal and independent auditors, all of whom are entrusted to develop a balanced and prudent approach to risk.

The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal compliance, business development, changing business conditions, executive compensation, ESG initiatives, cybersecurity and information technology systems. The Chief Executive Officer, with the assistance of the Chief Financial Officer, Chief Accounting Officer, General Counsel, Executive Vice Presidents, Senior Vice Presidents, other key officers and external legal counsel, is responsible for, among other risk management measures:

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

obtaining appropriate insurance coverage; and

evaluating and identifying risk related to the Company's capital structure, as well as compensation programs, after a rigorous assessment of its business activities.

The Board has reviewed and evaluated, and expects to routinely review and evaluate, the Company's risk profile to ensure that the measures implemented by the Company are adequate to execute and implement the Company's strategic objectives. Issues related to risk are regularly discussed by the Chief Executive Officer and the rest of the senior management team with members of the Board both through informal communications, such as email, telephone conference and in-person meetings, and during formal Board meetings. Senior management makes formal presentations to the Board regarding risk management issues at least once per year. Our Non-Executive Chairman and certain other Board members are intimately familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in dialogue with the Chief Executive Officer and appropriate members of senior management regarding such risks. In addition, when the Board reviews particular transactions and initiatives that require Board approval, or that otherwise merit Board involvement, the Board generally includes related risk analysis and mitigation plans among the matters addressed with management. The Board also oversees cybersecurity risks. See the "Cybersecurity Risk Management" section of this Proxy Statement and Item 1C. Cybersecurity in our Annual Report on Form 10-K for additional information regarding the Company's cybersecurity risk management program.

The Audit Committee, together with senior management, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company's compliance with internal controls and disclosure controls and procedures, and other factors that could interfere with the Company's reporting obligations, as well as the successful implementation of the Company's strategic plan. The Audit Committee also reviews the adequacy of the Company's risk management policies and procedures and meets privately with Company employees and the General Counsel to consider recommendations regarding policies related to risk management. In addition, senior management works closely with the General Counsel to facilitate compliance with foreign and domestic laws and regulations. The General Counsel also reports to the Board on Company programs and initiatives that educate employees on these laws, regulations and any updates thereto, and facilitates the Company's compliance therewith.

The Compensation Committee oversees the Company's compensation programs and oversees and evaluates risks relating to its compensation programs and human capital management more generally. The General Counsel keeps the Compensation Committee updated on matters relating to retention of key employees, employee satisfaction and related matters.

The Nominating and Corporate Governance Committee oversees the Company's ESG program and sustainability initiatives, including the Company's Sustainability Council. See the "ESG and Sustainability Council" section of this Proxy Statement for additional information regarding the Company's sustainability initiatives, including the publication of the Sustainability Council's Sustainability Reports.

The Board believes that senior management's significant involvement in risk management and mitigation, combined with Board, Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee oversight, enables the Company to properly and comprehensively assess risk from both an enterprise-wide and divisional perspective, thereby managing and observing the most substantive risks at each level within the Company.

Senior management meets periodically with our Board to assess cybersecurity risks and to evaluate the status of our cybersecurity efforts. These efforts are led by our director of technology, who reports directly to our Chief Financial Officer. To address cyber risks, the Company maintains a global set of security policies and standards and regularly evaluates response readiness, disaster recovery or business continuity considerations. In addition, all employees receive annual cybersecurity and phishing training. Our cybersecurity team also consults with industry peers and engages third parties as needed to assess areas of risk as well as the overall maturity of our cybersecurity program.

We have Insider Trading and Tipping Procedures and Guidelines, which are applicable to all of our directors, officers and employees and are designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us. A copy of our Insider Trading and Tipping Procedures and Guidelines, as currently in effect, are filed as Exhibit 19.1 to the Company's 2025 Annual Report on Form 10-K filed with the SEC on February 25, 2026.

We also maintain a compensation clawback policy for senior executives that provides for the recoupment of erroneously awarded compensation in the event of a financial restatement in accordance with SEC and NYSE rules. See "Clawback Policy" elsewhere in this Proxy Statement for additional information.

The Board has adopted a set of Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Supplemental Code of Ethics. A copy of each of these documents, along with the charters of each of the committees described above, is available on the Company's website at https://www.seacormarine.com by navigating to "Investors," and clicking "Corporate Governance," and is also available to stockholders in print without charge upon written request to the Company's Investor Relations Department, 12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

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

The Company's Sustainability Council, established on September 17, 2020, is mandated to oversee the Company's enhanced ESG program. The Sustainability Council is an internal committee led by the Chief Executive Officer with membership made up of senior executives, operational heads, and safety and health, compliance, and human resources professionals. The Sustainability Council reports to the Nominating and Corporate Governance Committee. The members of the Sustainability Council collaborate and drive

initiatives on all matters related to sustainability, including, but not limited to environmental protection, clean energy technology, social responsibility, employee, lender, contractor and community engagement, health and safety, and community empowerment. Together with the Board, the Sustainability Council helps establish sustainability goals and integrate them into strategic and tactical business activities across the Company to contribute to risk management and long-term value for all stakeholders.

The Company periodically publishes a Sustainability Report, offering in-depth insights into the Company's sustainability efforts and ESG practices. Additionally, the Company's website features a dedicated section specifically focusing on its ESG efforts and its sustainable and responsible business practices.

Environmental Sustainability: Our Company is continually adapting its business to adjust to the changing regulatory and commercial landscape and has increased its focus on reducing fuel consumption and carbon emissions, supporting alternative energy sources and using new technologies to increase the sustainability of our operations and reduce environmental impacts. We are leveraging technology to move the sector forward towards more environmentally friendly processes, leaning into hybrid power solutions and other technologies. We are a pioneer in the use of hybrid power technology, a solution that reduces fuel consumption and emissions by up to 20%, and as of December 31, 2025, we have equipped nine of our 18 owned platform supply vessels ("PSVs") with hybrid battery power systems ("Hybrid PSVs"). The Company has also acquired two additional hybrid battery power systems that may be installed on two PSVs. In November 2024, we also signed an order for two newbuild PSVs, equipped with integrated hybrid power, with expected delivery in the fourth quarter of 2026 and the first quarter of 2027, respectively. As an industry leader, we are encouraged by the International Maritime Organization's ("IMO") strategy on the reduction of greenhouse gases ("GHG") in international shipping and lowering emissions overall. We continue to evaluate and improve our operational efficiencies across our organization, reduce our fuel consumption and carbon intensity, and ensure compliance with emissions-related regulatory demands.

We are also committed to improving ocean health through pollution prevention and ballast water management and are reducing the amount of waste produced by our operations to minimize our environmental impact. Our vessels are in full compliance with all laws and regulations with respect to oil spill prevention and are fully compliant with the current IMO Ballast Water Management Convention. We have been focused on, and continue to explore, initiatives to reduce waste both in our shoreside operations and on board our vessels, including initiatives related to reducing water consumption, plastic waste, lubricant waste, cleaning product waste, office and paper waste, food waste and vessel recycling. These initiatives span our entire business.

The Board has nominated the people listed below for election as directors, each to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. Although not anticipated, if any of the nominees becomes unavailable for any reason, the Board in its discretion may designate a substitute nominee. If a stockholder has filled out the accompanying proxy card, that stockholder's vote will be cast for the substitute nominee.

The following table sets forth information with respect to each nominee for election as a director as of the date of this Proxy Statement:

Name

Age

Position

Director Since

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

80

Non-Executive Chairman of the Board

May 2017

John Gellert

56

President, Chief Executive Officer

June 2017

Alfredo Miguel Bejos

47

Director

June 2019

Julie Persily(1)(2)(3)

60

Director

April 2018

R. Christopher Regan(1)(2)(3)

71

Director

May 2017

Lisa P. Young(1)(2)(3)

63

Director

September 2024

Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

Member of the Audit Committee.

We believe that Mr. Morse's deep experience in wealth management and corporate finance provides a valuable resource to the Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Morse's finance experience through advising high net worth individuals and investment entities adds a valuable perspective to the Board. In addition, foreign governments have sought his experience on international corporate finance with respect to issues such as complex energy crisis management and other significant matters of public policy related to our business.

of the executive committee of International Support Vessel Owners Association, a member of the board of directors of Offshore Marine Service Association, a member of the executive council at Cohesive Capital Management, L.P., and previously served as president of the National Ocean Industries Association. Mr. Gellert graduated from Harvard College.

We believe that as the Company's Chief Executive Officer, Mr. Gellert provides valuable insight to the Board on the Company's day-to-day operations. In addition, Mr. Gellert's long tenure with the Company allows him to provide valuable insight to the Board about the competitive dynamics of our industry.

We believe that Mr. Miguel's industry experience, specifically his extensive experience in the maritime aspects of the international energy and infrastructure sector, as well as his broad knowledge gained from serving on multiple boards of directors in the transportation industry will add a diverse perspective to the Board.

We believe Ms. Persily's experience and relationships in the financial sector, as well as her knowledge and understanding of corporate governance matters, adds to the Board's deep bench of experience, and serves as an asset to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

We believe that Mr. Regan's experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board's breadth of experience. This knowledge also provides significant value to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

We believe that Ms. Young's cross-sector, international experience in public accounting and professional services will provide an important perspective for the Board and will add value to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Directors will be elected by a plurality of the votes cast virtually or by proxy at the Annual Meeting. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you "withhold authority" to vote on the enclosed proxy card.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The following table sets forth information regarding beneficial ownership of the Company's Common Stock by all persons (including any "group" as that term is defined in Section 13(d)(3) of the Exchange Act) who were known by the Company to be the beneficial owners of more than 5.0% of the outstanding Common Stock as of April 14, 2026, other than the Company's Named Executive Officers and directors. As of April 14, 2026, 27,062,277 shares of the Common Stock were issued and outstanding.

Name and Address of Beneficial Owner

Beneficial Ownership

Class

BlackRock, Inc.(1) 50 Hudson Yards

New York, NY 10001

1,724,788

6.4%

Jorey Chernett(2)

6222 Indianwood Trail Bloomfield Hills, MI 48301

1,409,270

5.2%

According to a Schedule 13G filed with the SEC on January 29, 2024 by BlackRock, Inc. ("BlackRock"), BlackRock has sole voting power with respect to 1,688,724 shares of Common Stock and sole dispositive power over 1,724,788 shares of Common Stock as of December 31, 2023. BlackRock serves as a parent holding company and, for purposes for the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,724,788 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 5.0% of the total Common Stock outstanding.

According to a Schedule 13G filed with the SEC on December 31, 2025 by Jorey Chernett, Mr. Chernett has sole voting and dispositive power with respect to 1,409,270 shares of Common Stock as of December 25, 2025.

The following table sets forth information regarding beneficial ownership of our Common Stock by:

(i) each current director of the Company, (ii) each named executive officer of the Company (referred to as a "Named Executive Officer" or "NEO" throughout this Proxy Statement), and (iii) all current directors and executive officers of the Company as a group. Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of April 14, 2026.

Name of Beneficial Owner(1)

Ownership(2)

of Class(3)

Current Directors and Executive Officers:

Alfredo Miguel Bejos(4)

1,161,797

4.3%

Andrew R. Morse(5)

219,802

*

R. Christopher Regan(6)

173,985

*

Julie Persily(7)

115,614

*

Lisa P. Young(8)

31,678

*

John Gellert(9)

1,561,026

5.7%

Jesús Llorca(10)

688,262

2.5%

Andrew H. Everett II(11)

368,595

1.4%

Gregory Rossmiller(12)

349,741

1.3%

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

4,670,500

16.8%

* Represents less than 1.0%

Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Marine Holdings Inc., 12121 Wickchester Lane, Suite 500, Houston, Texas 77079.

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 for each individual 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 of April 14, 2026 held by such person and shares of restricted stock over which such person exercises sole voting power.

Percentage of class is based on 27,062,277 shares of Common Stock issued and outstanding as of April 14, 2026, plus the number of shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days of April 14, 2026 held by such person or group.

Includes (i) 119,535 shares of Common Stock that are owned directly by Mr. Miguel, (ii) 18,337 shares of restricted stock over which Mr. Miguel exercises sole voting power, and (iii) 23,925 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Miguel within 60 days of April 14, 2026. Additionally, Greenhouse Latam Holdings Inc. ("GLH") is the holder of 1,000,000 shares of Common Stock. The amount included in the table reflects beneficial ownership by Mr. Miguel of all 1,000,000 shares of Common Stock held by GLH. Mr. Miguel is the controlling shareholder of GLH and as such may be deemed to be the beneficial owner of the Company's Common Stock through GLH.

Includes (i) 141,140 shares of Common Stock that are owned directly by Mr. Morse, (ii) 31,824 shares of restricted stock over which Mr. Morse exercises sole voting power, and (iii) 46,838 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Morse within 60 days of April 14, 2026.

Includes (i) 52,025 shares of Common Stock that are owned directly by Mr. Regan, (ii) 26,637 shares of restricted stock over which Mr. Regan exercises sole voting power, (iii) 46,838 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Regan within 60 days of April 14, 2026, and (iv) 48,485 shares of Common Stock owned by RC Regan Trust, of which Mr. Regan's spouse is trustee.

Includes (i) 61,951 shares of Common Stock that are owned directly by Ms. Persily, (ii) 23,525 shares of restricted stock over which Ms. Persily exercises sole voting power, and (iii) 30,138 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Ms. Persily within 60 days of April 14, 2026.

Includes (i) 6,078 shares of Common Stock that are owned directly by Ms. Young and (ii) 25,600 shares of restricted stock over which Ms. Young exercises sole voting power.

Includes (i) 789,901 shares of Common Stock that are owned directly by Mr. Gellert, (ii) 263,121 shares of restricted stock over which Mr. Gellert exercises sole voting power, (iii) 260,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Gellert within 60 days of April 14, 2026, (iv) 109,109 shares of Common Stock that Mr. Gellert may be deemed to own through his interest in, and control of, JMG Assets LLC, (v) 95,158 shares of Common Stock owned by JMG GST LLC, of which he is the manager,

(vi) 26,557 shares of Common Stock owned by the Michael E. Gellert 2011 Family Trust, of which he is an investment director and beneficiary, and of which he disclaims beneficial ownership except to the extent of his pecuniary interest in the shares and (vii) 17,180 shares of Common Stock owned by MCG Assets, LLC, of which he is a manager and of which he disclaims beneficial ownership except to the extent of his pecuniary interest in the shares.

Includes (i) 326,295 shares of Common Stock that are owned directly by Mr. Llorca, (ii) 211,967 shares of restricted stock over which Mr. Llorca exercises sole voting power, and (iii) 150,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Llorca within 60 days of April 14, 2026.

Includes (i) 183,954 shares of Common Stock that are owned directly by Mr. Everett, (ii) 109,641 shares of restricted stock over which Mr. Everett exercises sole voting power, and (iii) 75,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Everett within 60 days of April 14, 2026.

Includes (i) 192,405 shares of Common Stock that are owned directly by Mr. Rossmiller, (ii) 102,336 shares of restricted stock over which Mr. Rossmiller exercises sole voting power, and (iii) 55,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable by Mr. Rossmiller within 60 days of April 14, 2026.

The number of shares of our Common Stock owned by all current directors and executive officers includes (i) 812,988 shares of restricted stock over which current directors and executive officers exercise sole voting power, and (ii) 687,739 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable by current directors and executive officers within 60 days of April 14, 2026.

The Compensation Committee, in consultation with the Nominating and Corporate Governance Committee, when appropriate, evaluates the status of Board compensation in relation to comparable U.S. companies (in terms of size, business sector, etc.) and reports findings and recommendations to the Board, including recommendations for approval of changes to compensation. Directors who are also employees of the Company receive no remuneration by reason of such directorship and are not compensated for attending meetings of the Board or standing committees thereof.

Non-employee directors are paid an annual cash retainer of $75,000, or a prorated portion thereof for any partial year service, and such directors are also eligible to participate in the SEACOR Marine Holdings Inc. 2025 Equity Incentive Plan that is administered by the Compensation Committee (the "2025 Plan," together with any other equity incentive plans of the Company, the "SEACOR Marine Equity Incentive Plans").

Historically, annual equity awards are granted to non-employee directors in June of each year. To account for the significant volatility in the Company's stock price, particularly over the last several years, in a way that was equitable to both directors and stockholders alike, the Compensation Committee determined it was appropriate to use a trailing 60-day volume weighted average price ("VWAP") of the Company's stock price for purposes of calculating the number of restricted shares of Common Stock granted to the non-employee directors. A trailing 60-day VWAP of the Company's stock price was also used for the purpose of calculating the number of restricted shares granted to NEOs in February 2025. Because the Company's closing stock price on the grant date had increased above the trailing 60-day VWAP of the Company's stock price used for purposes of the calculation of restricted stock awards to non-employee directors, the number of restricted shares of Common Stock granted to the non-employee directors in respect of their 2025 annual equity grant ended up being higher than it would have been had the closing price on the grant date been used. Use of a trailing 60-day VWAP is intended to smooth out volatility, understanding that, for any given year, the calculation of the number of restricted stock awards may be higher or lower than it would have been had the closing price on the grant date been used.

On June 3, 2025, upon the recommendation of the Compensation Committee, including with respect to the methodology described above for the calculation of the number of equity awards granted, the Board granted each non-employee director in office at such time an annual equity award for Board service with a grant date fair value of $105,071, comprised of 18,337 restricted shares of Common Stock. As Non-Executive Chairman, Mr. Morse was granted an additional annual equity award with a grant date fair value of $47,553, comprised of 8,299 restricted shares of Common Stock. In addition, the Board determined that each non-employee director serving on a committee of the Board at such time be compensated for such service as follows: (i) each committee member of the Audit Committee was granted an annual equity award with a grant date fair value of $11,890, comprised of 2,075 restricted shares of Common Stock (with the exception of Ms. Young, who was granted an annual equity award with a grant date fair value of $23,780, comprised of 4,150 restricted shares of Common Stock as the chair of the Audit Committee), (ii) each committee member of the Compensation Committee was granted an annual equity award with a grant date fair value of $11,890, comprised of 2,075 restricted shares of Common Stock (with the exception of Mr. Regan, who was granted an annual equity award with a grant date fair value of $23,780, comprised of 4,150 restricted shares of Common Stock as the chair of the Compensation Committee), and (iii) each committee member of the Nominating and Corporate Governance Committee was granted an annual equity award with a grant date fair value of $5,948, comprised of 1,038 restricted shares of Common Stock (with the exception of Mr. Regan, who was granted an annual equity award with a grant date fair value of $11,890, comprised of 2,075 restricted shares of Common Stock as the chair of the Nominating and Corporate Governance Committee). The restricted shares of Common Stock vest on the earlier of (i) the date of the 2026 annual meeting of stockholders of the Company, and (ii) June 3, 2026.

The following table shows the compensation of the Company's non-employee directors for the year ended December 31, 2025. Mr. Gellert does not receive any compensation for his service on the Board.

or paid in

Stock

cash(4) Awards(5) Total

Name

($)

($)

($)

Andrew R. Morse(1)(2)(3)(6)

75,000

182,352

257,352

R. Christopher Regan(1)(2)(3)(7)

75,000

152,630

227,630

Julie Persily(1)(2)(3)(8)

75,000

134,798

209,798

Alfredo Miguel(9)

75,000

105,071

180,071

Lisa P. Young(1)(2)(3)(10)

75,000

146,688

221,688

Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

Member of the Audit Committee.

In June 2025, non-employee directors were paid an annual cash retainer of $75,000.

On June 3, 2025, upon the recommendation of the Compensation Committee, the Board granted each non-employee director in office at such time an annual equity award for Board service of 18,337 restricted shares of the Common Stock having a grant date fair value of $105,071. As Non-Executive Chairman, Mr. Morse was granted an additional 8,299 restricted shares of Common Stock having a grant date fair value of $47,553. In addition, each non-employee director serving on a committee of the Board at such time received compensation as follows: (i) each committee member of the Audit Committee was granted 2,075 restricted shares of Common Stock having a grant date fair value of

$11,890 (with the exception of Ms. Young, who was granted 4,150 restricted shares of Common Stock having a grant date fair value of $23,780 as the chair of the Audit Committee), (ii) each committee member of the Compensation Committee was granted 2,075 restricted shares of Common Stock having a grant date fair value of $11,890 (with the exception of Mr. Regan, who was granted 4,150 restricted shares of Common Stock having a grant date fair value of $23,780 as the chair of the Compensation Committee), and (iii) each committee member of the Nominating and Corporate Governance Committee was granted 1,038 restricted shares of Common Stock having a grant date fair value of $5,948 (with the exception of Mr. Regan, who was granted 2,075 restricted shares of Common Stock having a grant date fair value of $11,890 as the chair of the Nominating and Corporate Governance Committee). The restricted shares of Common Stock vest on the earlier of (i) the date of the 2026 annual meeting of stockholders of the Company, and (ii) June 3, 2026. 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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 Note 13 of the Consolidated Financial Statements in the Company's 2025 Annual Report on Form 10-K filed with the SEC on February 25, 2026.

As of December 31, 2025, Mr. Morse held (i) 46,838 outstanding options to acquire shares of Common Stock, all of which were exercisable, and (ii) 31,824 restricted shares of Common Stock that will vest on the earlier of (x) the date of the 2026 annual meeting of stockholders of the Company and

(y) June 3, 2026, subject to continued service until such date.

As of December 31, 2025, Mr. Regan held (i) 46,838 outstanding options to acquire shares of Common Stock, all of which were exercisable, and (ii) 26,637 restricted shares of Common Stock that

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SEACOR Marine Holdings Inc. published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 21:23 UTC.