Tidewater : 2026 Proxy Statement

Published: 2026-05-03 19:49:06 ET TDW

Published on 05/03/2026 at 07:49 pm EDT

2026 PROXY STATEMENT

Annual Meeting to be held on June 16, 2026

A MESSAGE TO OUR STOCKHOLDERS FROM TIDEWATER'S

April 28, 2026

Dear Fellow Stockholders,

As Tidewater celebrates its 70th anniversary in 2026, I extend my sincere gratitude for your trust and continued investment. I am honored to commemorate this milestone with you at our upcoming 2026 Annual Meeting of Stockholders being held on June 16, 2026.

Our story began with Alden "Doc" Laborde, a visionary who in 1956 led Tidewater in building the world's first offshore support vessel, the Ebb Tide. Today, we have a global workforce consisting of over 7,300 people, operating more than

200 vessels, across over 30 countries and representing over 90 nationalities.

During 2025, we operated in an environment marked by both opportunity and uncertainty. Against this backdrop, our team remained focused on executing our strategy with discipline. As a result, we delivered another year of strong financial results, with $1.35 billion in revenue, $333.5 million in net income, $598.1 million in adjusted EBITDA, $379.1 million net cash provided by operating activities

and $426.0 million of free cash flow.1

Safety first, sustainability always is a founding principle that guides how we operate across our global footprint, on every vessel, in every region, and in every decision we make. Strong governance and a commitment to transparency and communication are fundamental to this principle and Tidewater's future success. Our Board of Directors understands the importance of our safety first, sustainability always principle and remains focused on supporting our growth and strategy through their active oversight, broad expertise, and engagement with management to drive effective

risk management and long term value for our stockholders.

Our current position in the offshore market and our 2025 financial performance are the result of our strong governance framework and a focused multi-year strategy. That strategy includes enhancing our fleet profile through targeted disposals and disciplined acquisitions, as well as leveraging our historical investments in scalable global shore-based infrastructure.

We feel confident in our ability to drive another year of progress in 2026 and continue to have a

positive outlook on the offshore energy industry. While ongoing global conflicts, including in the Middle East, have introduced near-term uncertainty, it underscores the strategic importance of energy security and the need for sustained upstream investment to support reliable and affordable global energy supply. As demand for hydrocarbons continues to grow, we expect offshore developments to play an important role given their scale, long reserve lives, and attractive economics. We believe these dynamics support a sustained upcycle for offshore services and position Tidewater well, given our global operating footprint, modern and high-specification fleet, and disciplined strategy.

On behalf of the Company, I want to express my appreciation to our Board members for their support, guidance and dedication. Together, we remain committed to acting in the best interests of our stockholders and advancing Tidewater's longterm success. To our customers, stockholders, employees and communities, thank you for your continued support of Tidewater. I remain honored to serve as the Company's President and Chief Executive Officer, and I appreciate the trust you place in me, our Board and our leadership team.

Sincerely,

Quintin V. Kneen

President, Chief Executive Officer & Director

1 For a reconciliation to the most comparable GAAP financial measure of Adjusted EBITDA and Free Cash Flow, see Appendix A.

A MESSAGE TO OUR STOCKHOLDERS FROM TIDEWATER'S

roles of Chairman and CEO represents best practice, ensuring clear oversight of management and alignment with stockholder interests.

We aim to foster a culture of continuous learning, we aspire to be a "learn-it-all" rather than a "know-it-all" organization. We periodically hold Board meetings in key operating regions, which helps

April 28, 2026

Dear Fellow Stockholders:

In this annual letter to stockholders, I have tried to outline some of the main principles used by your Board in managing its affairs. As a Board, we are committed to strive for "best practice" governance, which provides a roadmap and guidelines for how we operate and make decisions.

As always, safety is more than a top priority, it's a fundamental core value that shapes our decisions, our culture and our leadership. Without it, we risk losing the confidence of employees, contractors, customers, investors, and regulators. To ensure proper oversight, the Board has established a dedicated Safety & Sustainability Committee, allowing for focused attention on safe operations. Good governance goes beyond

rules, it reflects how we act. We are committed to transparency, accountability, and integrity in our relationships with all stakeholders.

We continue to invest in Board education to better navigate the complexity of our industry and

make informed, risk-adjusted decisions aligned with our long-term strategy. Our investment includes a strong focus on cybersecurity, where risks are increasing, and on artificial intelligence, which presents both opportunities and challenges. We are working to ensure the Board is well equipped to support management in these areas.

A diverse and skilled Board is essential to effective oversight. We regularly evaluate our composition and performance to ensure we maintain the right mix of experience and perspectives. We also believe that separating the

deepen our understanding of our global business and our local operating teams.

We have developed within robust governance frameworks to support our operations and compliance with applicable regulations across all jurisdictions. Our whistleblower system allows employees and stakeholders to raise concerns directly with the Board.

Engagement with stockholders remains a priority. Over the past year, we have connected with stockholders representing nearly 50% of our ownership, and we listen to and value their input in shaping our strategy.

We are fortunate to have an experienced management team led by our CEO and President, Quintin Keen, whose leadership has driven profitable growth through successful acquisitions and disciplined execution of our strategy. I would like to thank Quintin, the management team,

and our more than 7,300 employees worldwide for their significant contributions in 2025.

In summary, we believe our focus on safety, governance, continuous learning, and proactive risk management position the Company to create long-term value for our stockholders.

Thank you for your continued support. Sincerely,

Dick Fagerstal Chairman of the Board

TIDEWATER INC.

842 West Sam Houston Parkway North, Suite 400 Houston, Texas 77024

Date and Time

Tuesday, June 16, 2026 8:00 a.m., Central Time.

Purpose

Place

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast.

To attend the Annual Meeting, go to https://www.virtualshareholdermeeting.com/TDW2026. You will be able to join the meeting 15 minutes before the start time, and we encourage you to do so to ensure you can connect.

Election of seven directors named in the proxy statement

Advisory vote to approve named executive officer compensation

Approval of the First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan to increase the maximum number of shares of common stock available for issuance thereunder by 2,250,000

Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026

Transact any other business properly brought before the meeting or any adjournment or postponement thereof

Who Can Vote

Only stockholders of record at the close of business on April 17, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting.

Our Board of Directors unanimously recommends that you vote:

FOR each of the seven director nominees,

FOR approval of our named executive officer compensation,

FOR approval of the First Amendment to the Amended and Restated 2021 Stock Incentive Plan to increase the plan's shares available for issuance thereunder by 2,250,000, and

FOR ratification of our selection of PricewaterhouseCoopers LLP as our independent auditors.

Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. If you are unable to attend the meeting and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our Corporate Secretary at any time before the 2026 Annual Meeting, by timely delivering a proxy bearing a later date, or by voting at the meeting.

By Order of the Board of Directors

Houston, Texas April 28, 2026

DANIEL A. HUDSON

Executive Vice President, Chief Legal Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 16, 2026

This proxy statement and our 2025 Annual Report on Form 10-K are available at https://www.proxyvote.com and on our website at https://www.tdw.com.

Forward-Looking Statements and Website References 1

Proxy Statement Summary 2

Proposal 1: Election of Directors 7

Director Criteria, Qualifications, Experience and Tenure 8

Current Directors Renominated for a New Term 10

Corporate Governance 17

Board of Directors 24

Composition and Role of Board Committees 29

Director Compensation 33

Proposal 2: Advisory Vote to Approve our Executive Compensation 35

Information Regarding Executive Officers 36

Compensation Discussion and Analysis 38

Compensation Committee Report 53

Fiscal 2025 Summary Compensation Table 54

Fiscal 2025 Grants of Plan-Based Awards 56

Outstanding Equity Awards at 2025 Fiscal Year End 57

Option Exercises and Stock Awards Vested in Fiscal Year 2025 58

Fiscal 2025 Pension Benefits 58

Fiscal 2025 Non-Qualified Deferred Compensation 58

Potential Payments Upon Termination or Change of Control 59

Equity Compensation Plan Information 62

Pay Ratio Disclosure 63

Pay vs. Performance 64

Proposal 3: Approval of First Amendment to Tidewater Inc. Amended and Restated

2021 Stock Incentive Plan

Proposal 4: Ratification of Appointment of Independent Auditors for 2026

Audit Committee Report

Security Ownership of Certain Beneficial Owners

Security Ownership of Management

Stockholder Proposals

Certain Relationships and Related-Party Transactions

Delinquent Section 16(A) Reports

Questions and Answers About the Annual Meeting and Voting

Other Matters

Appendix A: GAAP Reconciliations

A-1

Appendix B: First Amendment to Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan

B-1

Appendix C: Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan

C-1

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This document may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Board of Directors of Tidewater Inc. ("Tidewater" or the "Company"), corporate governance practices, executive compensation program, equity compensation utilization and sustainability initiatives. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the

U.S. Securities and Exchange Commission ("SEC") and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law. Any performance made in reference to our sustainability plans and programs are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, goal, commitment, or expectation can or will be achieved. The inclusion of information related to our sustainability program and initiatives is not an indication that such information is material under the standards of the SEC.

This document includes references to websites, website addresses and materials found on those websites. The content of any websites and materials named, hyperlinked or otherwise referenced in this document are not incorporated. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement into this document or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

This summary highlights selected information contained elsewhere in this proxy statement but does not contain all of the information that you should consider before voting your shares. We recommend that you read the entire proxy statement carefully before voting. For complete information regarding the 2026 Annual Meeting of Stockholders, including the proposals to be voted on, and our performance during the 2025 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2025. These materials are being made available to stockholders on

or about April 28, 2026.

2026 Annual Meeting of Stockholders

When

Tuesday, June 16, 2026 8:00 a.m., Central Time

Place

Online at https://www.virtualshareholdermeeting.com/TDW2026

Record Date

April 17, 2026

Voting

Only stockholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Agenda Items and Voting Recommendations

Proposal Description

Board Vote Recommendation Page

Election of Seven Directors Named in the Proxy Statement FOR each nominee 7

Advisory Vote to Approve Named Executive Officer Compensation

Approval of the First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 2,250,000

Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

FOR 35

FOR 67

FOR 78

Director Nominee Highlights

Name and Principal Occupation Age

Director Since

Board Committees

AC C&HC N&GC S&SC

Melissa L. Cougle INDEPENDENT

Chief Financial Officer of Ranger Energy Services, Inc.

2022

Dick H. Fagerstal INDEPENDENT CHAIRMAN OF THE BOARD

Retired Executive Chairman of Global Marine Group

2017

Quintin V. Kneen

President and Chief Executive Officer of Tidewater Inc.

2019

Louis A. Raspino INDEPENDENT

Retired Chairman of Clarion Offshore Partners

2018

Robert E. Robotti INDEPENDENT

President of Robotti & Company Advisors, LLC and Robotti Securities, LLC

Managing Director of Ravenswood Management Company, LLC

2021

Kenneth H. Traub INDEPENDENT

President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp.

Managing Partner of Delta Value Group, LLC

2018

Lois K. Zabrocky INDEPENDENT

President, Chief Executive Officer, and Director of International Seaways, Inc.

2020

AC Audit Committee

C&HC

Compensation & Human Capital Committee

N&GC Nominating & Corporate Governance Committee

S&SC

Safety & Sustainability Committee

Chair

6/7

Independent

70+

40+

Age

50+

2 1 3

7+ Years

0-4 Years

Tenure

60+

4-7 Years

Director Nominee Board Skills and Experience

Industry

Executive Leadership

Accounting / Financial Reporting

Contributes to the Board's deeper understanding of Tidewater's operations and competitive environment in the marine and energy offshore service industries, including energy industry trends, outlook, and risks

6/7

7/7

Valuable to the Board's understanding and oversight of a range of organizational matters, including corporate leadership, business operations, strategy development, and organizational risks

7/7

Critical to the Board's oversight of Tidewater's financial statements and financial reports

Finance / Capital Markets

Valuable to the Board's understanding and evaluation of Tidewater's capital structure, capital allocation, and financial strategy

Global Enterprise

Technology / Cybersecurity

Contributes to the Board's oversight and understanding of the diverse business environments, economic conditions, governmental relationships, and cultures associated with Tidewater's global workforce and overseas operations

7/7

5/7

Contributes to the Board's understanding of information technology and emerging cybersecurity risks in the digital age

Human Capital Management

Sustainability / Environmental

Public Company Governance

Contributes to the Board's ability to attract, motivate, retain, and oversee the development of talent

6/7

5/7

Contributes to oversight and understanding of Environmental, Health, Safety, and sustainability issues and their relationship to Tidewater's business and strategy

7/7

Contributes to understanding of best practices in corporate governance matters and significant public company experience

Governmental / Legal, Regulatory

Risk Management

Provides the Board with better understanding of our highly-regulated industry, along with insight into effective strategies in managing the complex legal, political, and regulatory landscape in which Tidewater operates

5/7

7/7

Valuable to the Board's ability to effectively oversee, anticipate, identify, and support management's mitigation of the most significant risks facing the Company

Additional information regarding the Nominating & Corporate Governance Committee's role in nominating directors and the ability of stockholders to recommend candidates for director may be found under "Proposal 1: Election of Directors-Process for Identifying, Nominating and Adding Directors" and "Proposal 1: Election of Directors-Consideration of Candidates Recommended by Stockholders," respectively.

Tidewater's 2025 Performance Highlights

$1.35 Billion

Revenue

(0.5% increase over 2024)

$333.5M

Net Income

(86.0% increase over 2024)

$598.1M

Adjusted EBITDA

(6.9% increase over 2024)(1)

75%

Relative Three-Year TSR Performance Peer Rank

1-Year - 8%

3-Year + 37%

5-Year + 485%

TSR Performance

$379.1M

Net Cash Provided by Operating Activities (34.2% increase over 2024)

$426.0M

Generated Free Cash Flow

(increase of 28.7% over 2024).(1)

Annual TRCF(2)

0.23

Annual LTIF(3)

0.83

For a reconciliation to the most comparable GAAP financial measure of Adjusted EBITDA and Free Cash Flow, see Appendix A.

TRCF, or Total Recordable Case Frequency, is a metric used to measure the number of recordable injuries per million working hours and viewed as a key indicator of a company's safety performance, helping track trends and identify areas for improvement.

LTIF, or Lost Time Injury Frequency Rate, is a key safety metric used to measure the frequency of lost time injuries (LTIs) in a workplace, specifically, the number of LTIs per 1 million hours worked. A lower LTIFR indicates a safer workplace.

Delivered Successful Financial Results. Our year-over-year financial performance for fiscal 2025 resulted in: a 0.5% increase in revenue, an 86.0% increase in net income, a 6.9% increase in Adjusted EBITDA, a 34.2% increase in net cash provided by operating activities, a 28.7% increase in generated free cash flow, and a 6.1% increase in average day rates. Although 2025 was anticipated to be a down year for the offshore industry, Tidewater was able to successfully navigate any challenges to deliver meaningful financial results, demonstrating the resilience built over the last several years through persistent focus on operational excellence and a disciplined acquisition strategy focused on high-quality assets.

Reset Debt Capital Structure Providing Balance Sheet Strength & Financial Flexibility. In July 2025, we executed a refinancing transaction that established a long-term debt capital structure, including the completion of a $650 million senior unsecured notes offering and the execution of a $250 million revolving credit facility, which remained undrawn at year end. In addition to the balance sheet strength and financial flexibility the refinancing provides, the new structure allows for a larger allocation of free cash flow for shareholder returns. To this end, the Board authorized a new share repurchase program of $500 million effective

August 2025.

Continued Commitment to Driving Long-Term Stockholder Value. As of the end of 2025, we had achieved: (i) an absolute three-year total stockholder return (TSR) of +37% and a relative three-year TSR rank in the 75th percentile of our compensation peer group set forth in our 2023 performance-based restricted stock unit awards; and (ii) an absolute five-year TSR of +485%.

Continued Safety-First Focus. During 2025, we continued to prioritize our strong safety-first culture, including regular management and Board reviews of our health, safety, and environmental (HSE) performance, improving our already robust HSE enterprise system and implementing a fleet-wide digital training platform with over 10,000 individual courses for our seafarers.

Announced Agreement to Acquire Wilson Sons Ultratug Offshore for $500 Million. In line with our disciplined, multi-year acquisition strategy, and after years of preparation, in February 2026, we announced the execution of a definitive agreement to acquire Wilson Sons Ultratug Offshore ("Wilsons"), a vessel builder and operator with 22 platform service vessels exclusively focused on the Brazilian market.

Published 2025 Sustainability Report. On April 22, 2026, International Earth Day, we published our 2025 Sustainability Report, describing our ongoing commitment to our safety first, sustainability always principle and our sustainability performance during 2025.

Executive Compensation Program Summary

Our Compensation & Human Capital (C&HC) Committee strives to maintain a competitive compensation program that attracts, retains and motivates outstanding executives by providing incentives to reward them for superior performance aligned with Tidewater's long-term strategic objectives, across the commodity price cycle.

Allocation of Direct Compensation Elements for 2025

A substantial portion of our named executive officer (NEO) compensation is dependent on performance. Approximately 86% of Mr. Kneen's (and an average of 76% of the other NEOs') target direct compensation opportunity is performance based and variable, or at-risk, compensation. The ultimate value of at-risk compensation is dependent on the Company's performance outcomes and stock price performance.

CEO Target Direct Compensation Mix(1)

34.5%

RSUs

14%

Base Salary

17%

Annual Incentive Target

34.5%

PRSUs

86%

Variable/ At Risk

(1) Target direct compensation is composed of base salary, target annual cash incentive award opportunity, and the target value of long-term incentive awards.

Key Compensation Decisions in 2025

The Company continued to reinforce market-aligned and pay-for-performance elements of its compensation programs.

Promoted Mr. Middleton to EVP & Chief Operating Officer; Approved selective NEO base salary and target annual incentive increases for 2025 to align with

the market

Awarded annual long-term incentive grants with 50% Relative TSR Performance RSUs weighting for all NEOs to emphasize outperforming the peer group

Approved corporate funding for the 2025 annual bonus at 115% of target, and certified achievement of 2023 Relative TSR Performance RSUs at 150% of target

In analyzing director nominations, the Nominating & Corporate Governance Committee ("N&CG Committee") of our Board of Directors ("Board") strives to maintain a group of directors that reflects the appropriate talents, skills, expertise, backgrounds, experiences, perspectives, viewpoints and other characteristics needed to maintain the effectiveness of the Board, with the ultimate decision on all nominations being based on merit and contribution that the selected candidates will bring to the Board. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively given our business and structure, the N&CG Committee and the Board assessed the information summarized in each of the directors' individual biographies set forth in this Proxy Statement as well as the director skills matrix.

We currently have eight directors (Ms. Melissa Cougle, Ms. Louis Zabrocky and Messrs. Darron Anderson, Dick Fagerstal, Quintin Kneen, Louis Raspino, Robert Robotti and Kenneth Traub), all of whom were elected at our 2025 Annual Meeting. On March 17, 2026, Darron Anderson notified the Board of his decision for personal reasons not to stand for reelection as a director at the 2026 Annual Meeting. Given Mr. Anderson's notice and based upon the recommendation of the N&CG Committee, our Board has

(i) nominated the following seven current directors for election at the 2026 Annual Meeting to hold office until the next annual meeting and the election or appointment of their successors: Melissa L. Cougle, Dick H. Fagerstal, Quintin V. Kneen, Louis V. Raspino, Robert E. Robotti, Kenneth H. Traub, and Lois K. Zabrocky; and (ii) effective immediately following the 2026 Annual Meeting, set the number of directors to serve on the Board at seven. Each director elected at the 2026 Annual Meeting will serve a one-year term beginning immediately following the 2026 Annual Meeting and ending when their successor, if any, is elected or appointed. Assuming stockholders elect all seven of the director nominees at the 2026 Annual Meeting, our Board will have seven directors immediately following the 2026 Annual Meeting.

We intend to vote the proxies received in response to this solicitation "FOR" the election of each nominee. If, contrary to our present expectations, any nominee cannot or will not serve, we intend to vote the proxies "FOR" the election of the other nominees and proxies may be voted for any substitute nominee of our Board. Each nominee has consented to being named as a nominee in this proxy statement

and to serve as a director if elected. Our Board has no information or reason to believe that any nominee will not be a candidate at the time of the 2026 Annual Meeting or, if elected, will be unable or unwilling to serve as a director. In no event will the proxies be voted for more than seven nominees.

Our directors are elected by majority vote of votes cast except in the event of a contested election, in which case a plurality standard will apply. In accordance with our Corporate Governance Guidelines, any director who stands for re-election in an uncontested election and who receives a greater number of "AGAINST" votes than "FOR" votes must tender his or her resignation to the Board. The N&CG Committee is required to promptly consider and recommend to our Board whether to accept the tendered resignation. Our Board will then act on the N&CG Committee's recommendation and disclose its decision and rationale within 90 days from the certification of the election results. We would then promptly and publicly disclose the Board's findings and final decision in a current report on Form 8-K filed with the SEC. A copy of our Corporate Governance Guidelines, which includes our majority voting policy in the event of an uncontested election, may be obtained as described under "Corporate Governance-Availability of Corporate Governance Materials."

Summary of Director Nominee Core Competencies and Composition

Melissa L. Cougle

Dick H. Fagerstal

Quintin V. Kneen

Louis A. Raspino

Robert E. Robotti

Kenneth H. Traub

Lois K. Zabrocky

Total

The following chart summarizes the competencies that the N&CG Committee and the Board consider valuable to effective oversight of Tidewater and illustrates how our director nominees individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill or experience, as we look to each director to be knowledgeable in these areas; rather, the indicator represents that the item is a core competency or material experience that contributed to the director's nomination to the Board.

Industry

Human Capital Management

Environmental, Health, Safety and Sustainability

Public Company Governance

Legal, Regulatory and Governmental Relations

Risk Management

7/7

Independence

The Board has affirmatively determined that each director nominee, other than Mr. Kneen, is independent, making 86% of the director nominees independent.

Age

The average age of the directors serving on our Board is 61 years.

Tenure

The average tenure of director service on our Board is

5.6 years, which we believe reflects a balance of Company experience and new perspectives.

6/7

70+

60+

Age

40+

50+

7+ Years

Tenure

0-4 Years

4-7 Years

Independent

86% independent

Pool of Director Nominees

The Board recognizes the importance of having a diverse and broadly inclusive membership, and currently has and is renominating for election two female directors and five male directors. The Board assesses its effectiveness in this regard as part of its annual Board, Committee, and director evaluation process.

A biography of each director nominee is set forth below. Each director nominee's biography contains information regarding that person's service as a director, business experience, other public company directorships held currently or at any time during the last five years, and the nominee's experiences, qualifications, attributes, or skills that led the N&CG Committee and our Board to determine that he or she should serve as a director for Tidewater. The information in each biography is presented as of April 27, 2026.

Melissa L. Cougle

Independent Director

Houston, Texas

Age: 49

Director Since:

January 2022

Tidewater Committees:

Audit (Chair)

Safety & Sustainability

Other Current Public Boards:

None

Background

Ms. Cougle has served on the Company's Board of Directors since January 2022, and as Chair of the Audit Committee since June 2023. Ms. Cougle currently serves as the Chief Financial Officer of Ranger Energy Services, Inc. (NYSE: "RNGR"), an oil and gas service provider. Prior to her current position, Ms. Cougle served as the Senior Vice President and Chief Financial Officer of Frank's International N.V., a global oilfield services company specializing in well construction services from May 2019 to November 2021, leading its strategic efforts and the finance and technology organizations through the completion of its merger with Expro Group (NYSE: "XPRO"). Prior to Frank's International, Ms. Cougle served as the Chief Financial Officer of National Energy Services Reunited (NASDAQ: "NESR"), an oilfield services provider with operations focused in the Middle East and North Africa, where she led the company through its first year as a public entity. Prior to her experience as a CFO, Ms. Cougle worked for 13 years at Ensco plc, a global offshore drilling contractor, and its legacy company, Pride International Inc., holding positions of increasing responsibility throughout her tenure across the finance, accounting and information technology groups. Prior to her departure, she served as Vice President and Treasurer and Vice President of Integration. Ms. Cougle also serves on the Advisory Board of the Energy Workforce and Technology Council representing companies in the energy services sector where she serves as Board Liaison for environmental, social and governance matters, including diversity and inclusion. Ms. Cougle began her career in the consulting and assurance practice of Arthur Andersen LLP serving multiple clients in various industries with a focus on industrials and energy. Her consulting group later became the founding employees of the Protiviti, a management consulting firm. Ms. Cougle earned a Bachelor of Science degree in Accounting from Louisiana State University, and is a licensed CPA in the State of Texas.

Relevant Skills and Expertise

Ms. Cougle brings to our Board both executive and financial proficiency, including managing companies with significant oilfield operations, as well as prior experience in mergers and acquisitions. Ms. Cougle also holds certifications for Directorship and Cybersecurity from the National Association of Corporate Directors (NACD). Her expertise contributes to our Board's effectiveness in dealing with ongoing technological, financial, operational, and sustainability matters.

Dick H. Fagerstal

Chairman of the Board

New Canaan, Connecticut

Age: 65

Director Since:

July 2017

Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance

Other Current Public Boards:

Valaris Limited

Background

Mr. Fagerstal has served on the Company's Board of Directors since July 2017 and as Chairman of the Board since June 2023.

Mr. Fagerstal served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a subsea cable installation and maintenance business operating globally in the telecoms, offshore renewables, and oil and gas sectors, from February 2020 to March 2023. He continued to serve as a director until the sale of the business in March 2025. From 2014 to 2020,

Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, which was the prior owner of the business.

Since April 2021, Mr. Fagerstal has served as an independent director on the board of Valaris Limited (NYSE: VAL), an offshore drilling service company with headquarters in Bermuda, where he also serves as chair of the audit committee and as a member of the safety & sustainability committee. He also served as an independent director of Frontier Oil Corporation, Manila, Philippines from 2014 to 2017.

Mr. Fagerstal previously held the positions of Senior Vice President, Finance & Corporate Development from 2003 to 2014 and Vice President Finance & Treasurer from 1997 to 2003 at SEACOR Holdings Inc. (NYSE: CKH). Mr. Fagerstal held the positions of Executive Vice President, Chief Financial Officer and Director of Era Group Inc. (NYSE: ERA) from 2011 to 2012 and was the Senior Vice President, Chief Financial Officer, and Director of Chiles Offshore Inc. (AMEX: COD) from 1997 to 2002. From 1986 to 1997, Mr. Fagerstal served as a senior banker at DNB ASA in New York with a focus on the maritime and energy services industries. Prior to his business career, Mr. Fagerstal served as an officer in the Special Air Service unit of the Swedish Special Forces from 1979 to 1983. Mr. Fagerstal earned a B.S. in Economics and Law from the University of Gothenburg and an M.B.A. in Finance, as a Fulbright Scholar, from New York University.

Skills and Qualifications

Mr. Fagerstal brings a strong business, finance and accounting background to our Board. Given the nature and scope of our operations, his extensive international business experience and considerable knowledge of the energy and maritime industries contributes to our Board's collective ability to monitor the risks and challenges facing Tidewater. With respect to cybersecurity and artificial intelligence ("AI") qualifications, Mr. Fagerstal completed the Harvard University course "Cybersecurity: The Intersection of Policy and Technology" in 2020, obtained a NACD Cybersecurity Certification in 2021 and completed coursework at both Stanford University and Harvard University on artificial intelligence governance in 2025.

Mr. Fagerstal also obtained his NACD Directorship Certification in 2023.

Quintin V. Kneen

President & Chief Executive Officer

Houston, Texas

Age: 60

Director Since:

September 2019

Tidewater Committees:

None

Other Current Public Boards:

None

Background

Mr. Kneen was appointed President, CEO and Director of the Company in September 2019. From November 2018 until his appointment, he served as Executive Vice President and Chief Financial Officer at Tidewater, following its acquisition of GulfMark Offshore Inc., where he had served as President and Chief Executive Officer since June 2013. Mr. Kneen joined GulfMark in June 2008 as the Vice President, Finance and was named Senior Vice President, Finance and Administration in December 2008. He was subsequently appointed as the Company's Executive Vice President and Chief Financial Officer in June 2009 where he worked until his appointment as Chief Executive Officer. In May 2017, GulfMark filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On November 14, 2017, GulfMark emerged from bankruptcy. Before his tenure at GulfMark, Mr. Kneen was Vice President, Finance & Investor Relations for Grant Prideco, Inc., serving in executive finance positions at Grant Prideco from June 2003 until June 2008. Prior to joining Grant Prideco, Mr. Kneen held executive finance positions at Azurix Corp. and was an Audit Manager with the Houston office of Price Waterhouse LLP. He holds an M.B.A. from Rice University and a B.B.A. in Accounting from Texas A&M University, and he is a Certified Public Accountant and a Chartered Financial Analyst.

Relevant Skills and Expertise

Mr. Kneen brings to our Board significant executive management experience and industry knowledge from his roles as the Chief Executive Officer and Chief Financial Officer of two different public companies in our industry. As a Certified Public Accountant and Chartered Financial Analyst, he has a sophisticated understanding of financial and accounting matters. In addition, in his position as our President and Chief Executive Officer, Mr. Kneen serves as a valuable liaison between our Board and the management team.

Louis A. Raspino

Independent Director

Houston, Texas

Age: 73

Director Since:

November 2018

Tidewater Committees:

Audit

Compensation & Human Capital (Chair)

Other Current Public Boards:

Forum Energy Technologies

Background

Mr. Raspino has served on the Company's Board of Directors since November 2018 and currently serves as the Chair of the Compensation & Human Capital Committee. Mr. Raspino's career has spanned over 40 years in the energy industry, most recently as Chairman of Clarion Offshore Partners, a partnership with Blackstone that served as its platform for pursuing worldwide investments in the offshore oil and gas services sector, from October 2015 until

October 2017. Mr. Raspino served as President, Chief Executive Officer and a director of Pride International, Inc. from June 2005 until the company merged with Ensco plc in May 2011, and as its Executive Vice President and Chief Financial Officer from December 2003 until June 2005. From July 2001 until December 2003, he served as Senior Vice President, Finance and Chief Financial Officer of Grant Prideco, Inc. and from February 1999 until March 2001, he served as Vice President of Finance at Halliburton. Prior to joining Haliburton,

Mr. Raspino served as Senior Vice President at Burlington Resources, Inc. from October 1997 until July 1998. From 1978 until its merger with Burlington Resources, Inc. in 1997, he held a variety of positions at Louisiana Land and Exploration Company, most recently as Senior Vice President, Finance and Administration and Chief Financial Officer. Mr. Raspino previously served as an independent director of Chesapeake Energy Corporation and chairman of its audit committee from March 2013 until March 2016, and as a director of Dresser-Rand Group, Inc., where he served as chairman of the compensation committee and member of the audit committee, from December 2005 until it was acquired by Siemens AG in June 2015. He has served as a director of Forum Energy Technologies (NYSE: FET), a global oilfield products company, since January 2012 and currently serves as the chairman of its compensation committee. Mr. Raspino also currently serves on the board of American Bureau of Shipping (ABS), where he is Chairman of its Audit Committee and a member of its Compensation, Investments, and Finance committee. Mr. Raspino served as Chairman of the GulfMark Inc. board from November 2017 until its merger with Tidewater in November 2018.

Relevant Skills and Expertise

Having served in executive leadership roles at several energy companies, including both the Chief Executive Officer and Chief Financial Officer positions, Mr. Raspino brings in-depth operational and financial expertise to our Board. In addition, his current service on a variety of oil and gas industry boards, including ABS, provides our Board with key and timely insights into industry conditions and trends.

Robert E. Robotti

Independent Director

New York, New York

Age: 72

Director Since:

June 2021

Tidewater Committees:

Audit

Nominating & Corporate Governance

Other Current Public Boards:

AMREP Corporation Pulse Seismic Inc.

Former Public Boards During Past Five Years:

PrairieSky

Background

Mr. Robotti has served on the Company's Board of Directors since June 2021. Mr. Robotti has been the president of Robotti & Company Advisors, LLC (a registered investment advisor) and Robotti Securities,

LLC, formerly known as Robotti & Company, LLC (a registered broker-dealer), and their predecessors, since 1983. He has been the Managing Director (and previously, managing member) of

Ravenswood Management Company, LLC (and its predecessor) since 1980, which serves as the general partner of The Ravenswood Investment Company, L.P. and Ravenswood Investments III, L.P.

Mr. Robotti served as a portfolio manager of Robotti Global Fund, LLC, a global equity fund, from 2007 to March 2015. He currently serves as a director and Chairman of the Board of Pulse Seismic Inc. (TSX: PSX), the leading seismic library data provider to the western Canadian energy sector and has held these positions for the past

five years. Mr. Robotti has served on the Board of Directors of AMREP Corporation (NYSE: AXR), a real estate business focused in New Mexico, since September 2016, and served on the Board of PrairieSky (TSX: PSK), which acquires and manages petroleum and natural gas royalty properties in Canada, from October 2019 through April 2023. Mr. Robotti was a director of PHX Minerals Inc. (NYSE: PHX), formerly known as Panhandle Oil & Gas Inc. and Panhandle Royalty Company, a diversified minerals company, from 2004 to May 2020, and was a director of BMC Building Materials Holding Corporation, a construction supply company, from 2012 until just prior to the completion of its merger with Stock Building Supply Holdings, Inc. on December 1, 2015. In addition, Mr. Robotti serves on the boards of many non-profit organizations where he generously donates his time and expertise.

Mr. Robotti was a member of the SEC's Advisory Committee on Smaller Public Companies from 2005 to 2006, which was established to examine the impact of Sarbanes-Oxley, as well as other aspects of federal securities law, and also served on its corporate governance subcommittee. He worked in public accounting before coming to Wall Street and is currently an inactive CPA. Mr. Robotti holds a B.S. from Bucknell University and an M.B.A. in Accounting from Pace University.

Relevant Skills and Expertise

Mr. Robotti's extensive experience in the investment business as the owner of a registered broker-dealer and a registered investment advisor, as a portfolio manager and as a director of public companies engaged in the energy business, as well as other industries, makes him a valuable asset to our Board.

Kenneth H. Traub

Background

Mr. Traub has served on the Company's Board of Directors since November 2018 and currently serves as the Chair of the Nominating & Corporate Governance Committee. Mr. Traub has served as President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. (NASDAQ: "CMTL"), a global communications technology leader, since January 2025. He joined the Comtech Board in October 2024 and was appointed Executive Chairman in November 2024. Mr. Traub also has served as the Managing Partner of Delta Value Group, LLC, an investment firm, since 2019, and the Managing Partner of Delta Value Advisors, LLC, a consulting firm, since 2020. Mr. Traub served as a Managing Partner of Raging Capital Management, LLC, a diversified investment firm, from December 2015 to January 2019. He previously served as President and Chief Executive Officer of Ethos Management, LLC from 2009 through 2015. From 1999 until its acquisition by JDS Uniphase Corp. ("JDSU") in 2008, Mr. Traub served as President and Chief Executive Officer of American Bank Note Holographics, Inc. ("ABNH"), a leading global supplier of optical security devices for the protection of documents and products against counterfeiting. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications. Mr. Traub has previously served on the boards of numerous public companies including: (i) MIPS Technologies, Inc., a provider of industry-standard processor architectures and cores, from 2011 until the company was sold in 2013; (ii) iPass, Inc. (NASDAQ: "IPAS") from 2009 to 2013; (iii) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014; (iv) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until the company was sold in 2015;

(v) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (vi) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vii) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until the company was sold in 2017; (viii) Intermolecular, Inc., an innovator in materials sciences, from 2016, and as chairman from 2018 until the company was sold in 2019; (ix) Immersion Corporation (NASDAQ: "IMMR"), a leading provider of haptics technology, from 2018 to 2019; (x) Athersys, Inc. (NASDAQ: "ATHX"), a biotechnology company, from 2012 to 2016, 2020 and February 2021 through October 2022; (x) American Rare Earths (ASX: "ARR | ADRs"-OTCQX: "AMRRY" | Common Shares-OTCQB:

"ARRNF" | FSE: "1BHA"), a U.S. based supplier of rare earth elements, from August 2023 to June 2024; (xi) DSP Group, Inc. (NASDAQ: "DSPG"), a leading supplier of wireless chipset solutions for converged communications, from 2012 to 2021 and as Chairman from 2017 until the company was sold in 2021; and (xii) Edgio, Inc. (NASDAQ: "EGIO"), a software company providing digital content delivery networks and applications, from 2023 to 2025. Mr. Traub served as a member of the GulfMark Inc. board from November 2017 until consummation of its business combination with Tidewater in November 2018. Mr. Traub received the Certified Director designation from the National Association of Corporate Directors in 2023. Mr. Traub is also active in the Young Presidents Organization and World Presidents Organization, leading global networks of business leaders, having served as Chapter Chairman and Education Chairman. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. from Harvard Business School.

Relevant Skills and Expertise

Mr. Traub's qualifications to serve on our Board include his extensive and diverse business management experience and expertise. In addition, he contributes to our Board's effectiveness in strategic, financial, operational, and governance matters.

Independent Director

Boca Raton, Florida

Age: 64

Director Since:

November 2018

Tidewater Committees: Compensation & Human Capital Nominating & Corporate Governance (Chair)

Other Current Public Boards:

Comtech Telecommunications Corp.

Former Public Boards During Past Five Years:

American Rare Earths Athersys, Inc.

DSP Group, Inc. Edgio, Inc.

Lois K. Zabrocky

Independent Director

New York, New York

Age: 56

Director Since:

July 2020

Board & Committee Membership: Compensation & Human Capital Safety & Sustainability (Chair)

Other Current Public Boards:

International Seaways, Inc.

Background

Ms. Zabrocky has served on the Company's Board of Directors since July 2020 and currently serves as the Chair of the Safety & Sustainability Committee. Ms. Zabrocky has served as President, Chief Executive Officer, and a Director of International Seaways, Inc. (NYSE: "INSW"), an international tanker company providing energy transportation services for crude oil and petroleum products, since its spin-off from Overseas Shipholding Group, Inc. ("OSG") in

November 2016 and was President of INSW from August 2014. INSW is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in international flag markets. Prior to the spin-off, Ms. Zabrocky served in various roles at OSG over a career of more than 25 years, most recently as Senior Vice President and Head of the International Flag Strategic Business Unit of OSG with responsibility for the strategic plan and profit and loss performance of OSG's international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. In November 2012, OSG filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, emerging from bankruptcy on August 5, 2014. Ms. Zabrocky served as Senior Vice President of OSG from June 2008 through August 2014, when she was appointed as Co-President of OSG and Head of the International Flag Strategic Business Unit of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit of OSG from May 2011 until her appointment as the Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for over four years prior to May 2011. Ms. Zabrocky served as a director of INSW from November 2011 through November 2016 while it was a wholly owned subsidiary of OSG. Ms. Zabrocky began her maritime career sailing as a third mate aboard a U.S. flag chemical tanker. She received her Bachelor of Science degree from the United States Merchant Marine Academy, holds a Third Mate's license and has completed Harvard Business School's Program for Strategic Negotiations and its program in Finance for Senior Executives programs as well as How to Make Corporate Boards More Effective.

Relevant Skills and Expertise

Ms. Zabrocky brings to our Board significant executive, strategic and operational experience, including managing a company with broad international offshore operations. Her expertise in many aspects of the maritime transportation industry adds significant value to our Board's Maritime Industry knowledge and strategic focus.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE SEVEN NOMINEES FOR DIRECTOR LISTED ABOVE.

Our Corporate Governance Framework

Our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation"), Second Amended and Restated By-laws ("Bylaws"), Board of Directors Corporate Governance Guidelines and charters of each Board Committee (collectively, the "Corporate Governance Policies"), establish Tidewater's governance framework. The Board currently has four standing committees, including Audit Committee, Compensation & Human Capital (C&HC) Committee, N&CG Committee and Safety & Sustainability (S&S) Committee. The Corporate Governance Policies address the structure and operation of the Board, including matters related to the Committees of the Board; director independence;

tenure; outside board memberships; the role of the Board's Chairman and Lead Independent Director (if any); director stock ownership; and the Board, Committee and director performance evaluations. The Corporate Governance Policies are reviewed and updated periodically, considering changing regulations, evolving best practices and stockholder feedback. These Corporate Governance Policies and other governance related policies are available on our website at https://www.tdw.com/investors/governance.

Size and Term of Board

Under the provisions of our Certificate of Incorporation and Bylaws, the total number of directors constituting the Board may range from five or more members, as determined from time to time by resolution of the Board. The current size of the Board is set at eight, which shall be reduced to seven immediately following the 2026 Annual Meeting, reflecting the Board's current view of its optimal size.

Each director will serve for a term of one year, ending on the date of the next Annual Meeting of Stockholders following the date of such director's election or appointment; provided that the term of each director will continue until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification, or removal. Any director may resign by delivering a resignation in writing or by electronic transmission to the Company, which will be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.

Process for Identifying, Nominating and Adding Directors

Our N&CG Committee identifies, screens, and recommends director candidates for nomination to the Board. Candidates are evaluated in light of the then existing composition of the Board and the background and areas of expertise of existing directors and potential nominees.

Evaluate Board Composition

The N&CG Committee evaluates Board composition regularly and identifies skills, experience, and capabilities desirable for new directors given the Company's business and strategy. The N&CG Committee has not formerly adopted specific criteria for selecting director nominees, preferring to maintain

needed flexibility; however, the Board strives to have individual directors who possess experience, skills and expertise in the following broad areas:

strategic planning and business development;

mergers and acquisitions;

legal and regulatory compliance;

finance and accounting matters;

industry experience and knowledge (particularly in the energy services and maritime sectors), including hands-on operational experience;

demonstrated leadership of complex organizations;

corporate governance;

public company board service; and

international business.

Although the Board does not have a formal diversity policy, when assessing the qualifications of prospective nominees, the N&CG Committee considers diversity in the broadest sense, including diversity of experiences, backgrounds, perspectives, viewpoints, and leadership.

Identify and Review a Pool of Candidates

The N&CG Committee will identify a broad pool of potential director candidates using multiple sources such as independent search firms, director recommendations, and stockholder recommendations.

Potential candidates are comprehensively reviewed and are the subject of rigorous discussion during the N&CG Committee meetings and Board meetings. The candidates that emerge from this process are interviewed by members of the N&CG Committee and other Board members. During these meetings, directors assess candidates based on their skills and experience, their personal attributes, and their expected contribution to the current mix of competencies represented on the Board. At the same

time due diligence is conducted, and the Chair of the N&CG Committee solicits feedback from other Board members and persons outside the Company.

Recommend Potential Director for Approval

The N&CG Committee recommends potential directors to the Board for approval. The N&CG Committee also considers any potential director nominees properly recommended by stockholders. If a director is being recommended to fill a current vacancy outside the Annual Meeting, the Board must approve the director's appointment. Otherwise, our stockholders vote on the director nominees at the Annual Meeting.

Director Onboarding

Each new director undergoes a comprehensive onboarding process designed by our N&CG Committee to build an understanding of the Company's business and to allow the director to make meaningful contributions quickly. The onboarding process consists of a combination of one-on-one sessions with management and other Board members, site visits, written materials, and training.

Consideration of Candidates Recommended by Stockholders

Our Bylaws provide that any of our stockholders entitled to vote for the election of directors may nominate candidates for election to our Board at our Annual Meeting of Stockholders by complying with the required notice procedures, as described in greater detail below. The N&CG Committee's policy is to consider director candidates recommended by stockholders on the same basis and in the same manner as it considers all director candidates.

No director candidates were recommended by stockholders in time for consideration at the 2026 Annual Meeting.

Stockholder recommendations of nominees are required to be accompanied by, among other things, specific information as to the nominees and as to the stockholder making the nomination or proposal. We

may require any proposed nominee to furnish such information as may reasonably be required to determine his or her eligibility to serve as a director of Tidewater. A description of these requirements is set forth in Tidewater's Bylaws, which may be obtained as described under "Corporate Governance-Availability of Corporate Governance Materials."

Director Continuing Education

Our Board and leadership team believe director education is vital to the ability of directors to fulfill their roles, and we reimburse directors for their expenses associated with their continuing education. All directors are members of the National Association of Corporate Directors and encouraged by our Board and N&CG Committee to participate annually in external continuing director education programs.

Continuing director education programs are also provided during Board and Committee meetings and other discussions as part of the formal meetings and as stand-alone information sessions outside of meetings. Among other topics, during 2025, our Board received technology training, market and industry training, team performance training, and safety training.

Board Evaluation Process and Comprehensive Steps to Achieve Board Effectiveness

The Board is committed to a rigorous self-evaluation process to assess the overall functioning, performance and effectiveness of the Board, its committees, and the individual non-employee directors. The N&CG Committee oversees this annual evaluation process. From time to time, these evaluations may be conducted using a third-party facilitator. The methodology for conducting Board and Committee self-evaluations is outlined in the chart below.

1. Initiate

Evaluation Process

Upon the instruction of the N&CG Committee, written self-assessment questionnaires are distributed to each member of the Board.

These questionnaires seek anonymous, candid feedback from our directors on a variety of topics, including Board composition and culture, Committee effectiveness, strategic planning, risk management, and succession planning.

2. Collect

Evaluation Data

Directors' responses to the questionnaires are aggregated into summary reports for the Board, each of its Committees, and the Chair of the N&CG Committee.

In 2025, the N&CG Committee engaged a third-party consultant to distribute, collect and aggregate the data from the directors as part of this annual

self-evaluation process. The consultant also conducts one-on-one meetings with each director and certain members of our senior leadership team to collect additional feedback.

3. Review and Discuss Findings

Each December, findings from the evaluation process are reviewed and discussed in executive session for each Committee and the full Board.

In 2025, the full Board held an executive session with the third-party consultant to further discuss the results. Based on these discussions, the directors may recommend improvements to the Board's structure, processes, policies, or composition, or other changes. In addition, the Chair of the N&CG Committee may provide one-on-one feedback to individual directors as appropriate.

4. Implement Feedback

The Board, its Committees, and (where appropriate) management work to implement the feedback from this evaluation process to improve Board performance and effectiveness.

Following this process, the N&CG Committee annually reviews, and makes recommendations to the Board regarding, its process for evaluating the effectiveness and performance of the Board, its Committees and as deemed appropriate, individual directors.

Cultural Values and Sustainability Highlights

For over 70 years, Tidewater has been at the forefront of the global offshore service industry driven by a simple goal: to provide outstanding service to our clients through the quality of our vessels and our operational excellence. Our tradition of excellence has led us to become an industry leader in offshore vessel services. In addition, our goal is to build a sustainable, resilient, and responsible company

with environmental, governance, social and other sustainability policies as the cornerstone of our corporate mission.

To promote dedicated focus and oversight of our safety and sustainability efforts, our Board has a standalone committee, the Safety & Sustainability Committee, that oversees and supports our safety and sustainability strategy, initiatives, and reporting. Other Committees of the Board also are involved with the assessment and management of our sustainability priorities through their oversight responsibilities, such as corporate governance, enterprise risk and talent management. For more information on the Safety & Sustainability Committee, please see the section entitled, "Composition and Role of Board Committees-Safety & Sustainability Committee."

Our commitment to sustainability principles is reflected in our various ongoing initiatives and core values, the 7Cs.

Our founding sustainability principle is "Safety First, Sustainability Always." A few of our sustainability principles and initiatives include:

making the safety of our employees, our highest priority-always;

maintaining the highest standards of business conduct and ethics by conducting our affairs in an honest and ethical manner with unyielding personal and corporate integrity at the foundation of

our business;

adhering to our core values and striving to continually improve our sustainability systems and processes to enhance our performance and set us up to be around for another 70 years;

demonstrating compassion and care for others by setting challenging and industry-leading goals and objectives to enhance our commitment to a safe workplace;

protecting the environment by focusing on operational efficiencies that promote the

reduction of emissions through fuel and environmental monitoring;

actively embracing, valuing and encouraging the different talents, expertise, backgrounds, perspectives and viewpoints of our directors, officers and employees and confirming our company values, the 7C's;

communicating our expectation that Tidewater, including our suppliers, contractors, and employees, achieve and promote our sustainability initiatives

and principles;

providing a positive community impact in the areas in which we operate;

focusing on developing and implementing sustainable practices that promote human rights, health and well-being, fair dealing and compliance throughout

our business;

responsibly recycling vessels in a sustainable and socially-responsible manner, safeguarding the environment and human health and safety in accordance with applicable laws and regulations, including the 2009 "Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships," the "Basel Convention on the Control of the Transboundary Movements of Hazardous Wastes and their Disposal" and, where applicable, EU and U.S. EPA Ship Recycling Regulation; and

regularly and transparently reporting our sustainability results in accordance

with applicable laws and in accordance with the GRI framework and SASB industry standards, while continuously evaluating ways to improve our performance.

On April 22, 2026, we published our 2026 Sustainability Report, in alignment with the SASB Marine Transportation Standard (2018), IFRS climate-related disclosure recommendations and GRI's reporting standards. A review of Tidewater's sustainability progress in 2025 and future sustainability plans are included in the report. The report is available at https://www.tdw.com/sustainability/sustainability-report/.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, which the N&CG Committee reviews at least annually to assess the continued appropriateness of these guidelines given any new regulatory requirements and evolving corporate governance practices. After this review, the N&CG Committee recommends any proposed changes to the full Board for approval.

Code of Conduct: Courage to Lead, Compassion to Care

Our Board has adopted a Code of Business Conduct and Ethics: Courage to Lead, Compassion to Care (our "Code"). Our Code sets forth principles of ethical and legal conduct to be followed by our directors, officers, employees, and contractors, and requires any of the foregoing who reasonably believes or suspects that any director, officer, employee, contractor or supplier has violated the Code, another Tidewater policy, or applicable law to report such activities to his or her supervisor or to our Chief Compliance Officer (Daniel A. Hudson, our Executive Vice President, Chief Legal Officer and Corporate Secretary), or directly or anonymously through our online or toll-free phone hotline. We do not tolerate retaliation of any kind against any person who, in good faith, reports any known or suspected improper activities pursuant to the Code or assists with any ensuing investigation.

Our Code also references disclosure controls and procedures required to be followed by all officers and employees involved with the preparation of Tidewater's SEC filings. These disclosure controls and procedures are designed to enhance the accuracy and completeness of Tidewater's SEC filings and, among other things, to promote continued compliance with all applicable anti-corruption and bribery laws, including the Foreign Corrupt Practices Act. Our Code is posted on our website located at https://www.tdw.com/sustainability/governance/corporate-governance/. We will disclose any future amendments to certain provisions of the Code or waivers of the Code granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

COURAGE TO LEAD, COMPASSION TO CARE

Our Code of Business Conduct and Ethics

Disclaimer

Tidewater Inc. published this content on May 03, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 03, 2026 at 23:48 UTC.