Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SMHI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SMHI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Gellert | $600,000 | $750,000 | $1,360,322 | $0 | $0 | $0 | $14,000 | $2,724,322 |
| President and Chief Executive Officer | ||||||||
| Jesús Llorca | 375,000 | 625,000 | 1,095,846 | 0 | 0 | 0 | 14,000 | 2,109,846 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Andrew Everett II | 325,000 | 525,000 | 566,841 | 0 | 0 | 0 | 14,000 | 1,430,841 |
| Senior Vice President, General Counsel and Secretary | ||||||||
| Gregory Rossmiller | 325,000 | 450,000 | 529,058 | 0 | 0 | 0 | 14,000 | 1,318,058 |
| Senior Vice President and Chief Accounting Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Gellert | $2,724,322 | — | — | — |
| Jesús Llorca | 2,109,846 | — | — | — |
| Andrew Everett II | 1,430,841 | — | — | — |
| Gregory Rossmiller | 1,318,058 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Andrew Everett II | PRSU | 2025-02-28 | — | — | — | — | $125,122 |
| Andrew Everett II | RSA | 2025-02-28 | — | — | — | — | 441,719 |
| John Gellert | PRSU | 2025-02-28 | — | — | — | — | 300,266 |
| John Gellert | RSA | 2025-02-28 | — | — | — | — | 1,060,056 |
| Jesús Llorca | RSA | 2025-02-28 | — | — | — | — | 853,961 |
| Jesús Llorca | PRSU | 2025-02-28 | — | — | — | — | 241,885 |
| Gregory Rossmiller | RSA | 2025-02-28 | — | — | — | — | 412,277 |
| Gregory Rossmiller | PRSU | 2025-02-28 | — | — | — | — | 116,782 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| John Gellert | RSU | 183,084 | — | $1,102,166 |
| Jesús Llorca | RSU | 147,489 | — | 887,884 |
| John Gellert | RSU | 106,200 | — | 639,324 |
| Jesús Llorca | RSU | 85,552 | — | 515,023 |
| John Gellert | PSU | 80,285 | — | 483,316 |
| Andrew Everett II | RSU | 76,290 | — | 459,266 |
| Gregory Rossmiller | RSU | 71,205 | — | 428,654 |
| Jesús Llorca | PSU | 64,675 | — | 389,344 |
| John Gellert | PSU | 62,655 | — | 377,183 |
| Jesús Llorca | PSU | 50,475 | — | 303,860 |
| John Gellert | RSU | 48,781 | — | 293,662 |
| John Gellert | PSU | 47,810 | — | 287,816 |
| Andrew Everett II | RSU | 44,252 | — | 266,397 |
| Gregory Rossmiller | RSU | 41,302 | — | 248,638 |
| Jesús Llorca | RSU | 39,296 | — | 236,562 |
| Jesús Llorca | PSU | 38,515 | — | 231,860 |
| Andrew Everett II | PSU | 33,455 | — | 201,399 |
| Gregory Rossmiller | PSU | 31,225 | — | 187,975 |
| Andrew Everett II | PSU | 26,110 | — | 157,182 |
| Gregory Rossmiller | PSU | 24,370 | — | 146,707 |
| Andrew Everett II | RSU | 20,326 | — | 122,363 |
| Andrew Everett II | PSU | 19,920 | — | 119,918 |
| Gregory Rossmiller | RSU | 18,971 | — | 114,205 |
| Gregory Rossmiller | PSU | 18,595 | — | 111,942 |
The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements of performance is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s best interest to conduct its own research regarding executive compensation, which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-02 | 13,314,887 | 339,632 | 28,216 | 97.51% | Passed |
| 2025 | 2025-06-03 | 7,942,317 | 6,365,168 | 215,208 | 55.51% | Passed |
| 2024 | 2024-06-04 | 17,790,433 | 373,381 | 5,264 | 97.94% | Passed |
| 2023 | 2023-06-06 | 16,327,811 | 523,490 | 22,972 | 96.89% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-02 | 97.51%a |
| 2025 | 2025-06-03 | 55.51%b |
| 2024 | 2024-06-04 | 97.94%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Andrew R. MorseIndependent · Board Chair · Nominating and Corporate Governance · Audit (Chair) · Compensation · Executive (Chair) | $75,000 | $182,352 | — | — | — | $257,352 |
| R. Christopher ReganIndependent · Nominating and Corporate Governance (Chair) · Audit · Compensation (Chair) | 75,000 | 152,630 | — | — | — | 227,630 |
| Lisa P. YoungIndependent · Nominating and Corporate Governance · Audit · Compensation | 75,000 | 146,688 | — | — | — | 221,688 |
| Julie PersilyIndependent · Nominating and Corporate Governance · Audit · Compensation | 75,000 | 134,798 | — | — | — | 209,798 |
| Alfredo MiguelIndependent | 75,000 | 105,071 | — | — | — | 180,071 |
| John GellertEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | $105,071 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 23,780 / 23,780 / 11,890 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $375,000 |
| Equity awards (grant-date value) | $721,539 |
| All other compensation | $0 |
| Total cost of the board | $1,096,539 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies SEACOR Marine Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including SEACOR Marine Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Dorian LPG Ltd. | 2026 | John Hadjipateras | $750,000 | $2,876,051 | $0 | $1,359,375 | $6,311,926 |
| 2 | Helix Energy Solutions Group, Inc. | 2025 | Owen Kratz | 800,000 | 3,838,519 | 0 | 420,000 | 5,067,269 |
| 3 | SEACOR Marine Holdings | 2025 | John Gellert | 600,000 | 1,360,322 | 0 | 0 | 2,724,322 |
| — | Forum Energy Technologies, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Oil States International, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Innovex International, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Bristow Group Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| SEACOR Marine Holdings | not disclosed | not disclosed | not disclosed | not disclosed |
| Bristow Group Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Dorian LPG Ltd. | not disclosed | not disclosed | not disclosed | not disclosed |
| Forum Energy Technologies, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Helix Energy Solutions Group, Inc. | 35% | PSU 50 · RSU 50 | Yes — TSR relative to performance peer group | WTW (Willis Towers Watson) |
| Innovex International, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Oil States International, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Gellert | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “SUMMARY COMPENSATION TABLE”. As printed: 2,724,322. Filing ↗machine: r4 · c15 · span 379657–379666 |
| 2 | Section 01, Jesús Llorca | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “SUMMARY COMPENSATION TABLE”. As printed: 2,109,846. Filing ↗machine: r7 · c15 · span 385593–385602 |
| 3 | Section 01, Andrew Everett II | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “SUMMARY COMPENSATION TABLE”. As printed: 1,430,841. Filing ↗machine: r10 · c15 · span 391170–391179 |
| 4 | Section 01, Gregory Rossmiller | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “SUMMARY COMPENSATION TABLE”. As printed: 1,318,058. Filing ↗machine: r13 · c15 · span 396720–396729 |
| 5 | Section 03, Andrew Everett II PRSU | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Andrew Everett II RSA | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, John Gellert PRSU | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, John Gellert RSA | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Jesús Llorca RSA | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 03, Jesús Llorca PRSU | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 11 | Section 03, Gregory Rossmiller RSA | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 12 | Section 03, Gregory Rossmiller PRSU | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 13 | Section 08, Andrew R. Morse | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 257,352. Filing ↗machine: span 279492–279499 |
| 14 | Section 08, R. Christopher Regan | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 227,630. Filing ↗machine: span 281004–281011 |
| 15 | Section 08, Lisa P. Young | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 221,688. Filing ↗machine: span 285612–285619 |
| 16 | Section 08, Julie Persily | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 209,798. Filing ↗machine: span 282559–282566 |
| 17 | Section 08, Alfredo Miguel | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 180,071. Filing ↗machine: span 284056–284063 |
| 18 | Section 08, John Gellert | DEF 14A | 2026-04-16 | 0001193125-26-159284 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 06, 2026 vote | Form 8-K | 2026-06-04 | 0001690334-26-000014 | Item 5.07 · say-on-pay result. As reported: 97.51% (votes for as printed: 13,314,887.69). Filing ↗ |
| 20 | Section 06, 2025 vote | Form 8-K | 2025-06-05 | 0001193125-25-135904 | Item 5.07 · say-on-pay result. As reported: 55.51% (votes for as printed: 7,942,317.58). Filing ↗ |
| 21 | Section 06, 2024 vote | Form 8-K | 2024-06-06 | 0000950170-24-069930 | Item 5.07 · say-on-pay result. As reported: 97.94% (votes for as printed: 17,790,433). Filing ↗ |
| 22 | Section 09b board cost (computed) | Computed | — | computed | Cash 375,000 + equity 721,539 + all other 0 = 1,096,539, summed across the director compensation table rows.machine: formula: Σ = 1,096,539 |
| 23 | Dorian LPG Ltd., Section 10b CEO total | DEF 14A | 2026-07-27 | 0001104659-26-087088 | CEO total compensation as printed in Dorian LPG Ltd.'s own proxy. As printed: 6,311,926. Filing ↗machine: span 666994–667003 |
| 24 | Helix Energy Solutions Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012501 | CEO total compensation as printed in Helix Energy Solutions Group, Inc.'s own proxy. As printed: 5,067,269. Filing ↗machine: r2 · c22 · span 1194229–1194239 |
| 25 | SEACOR Marine Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-16 | 0001193125-26-159284 | CEO total compensation as printed in SEACOR Marine Holdings's own proxy. As printed: 2,724,322. Filing ↗machine: r4 · c15 · span 379657–379666 |
| 26 | Section 10a, Dorian LPG Ltd. reciprocity | DEF 14A | — | 0001104659-26-087088 | Dorian LPG Ltd. names SEACOR Marine Holdings in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 27 | Section 10a, Helix Energy Solutions Group, Inc. reciprocity | DEF 14A | — | 0001140361-26-012501 | Helix Energy Solutions Group, Inc.'s most recent proxy was read; its disclosed peer group does not include SEACOR Marine Holdings. Filing ↗ |