13.
STOCK BASED COMPENSATION

Equity Incentive Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Equity Incentive Plan (the “2017 Plan”) and at the annual meeting of shareholders held on June 9, 2020, the Company’s shareholders approved the SEACOR Marine Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). At the annual meeting of shareholders held on June 7, 2022, the Company’s shareholders approved the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan (the “2022 Plan”). At the annual meeting of shareholders held on June 3, 2025 (the “Approval Date”), the Company’s shareholders approved the SEACOR Marine Holdings Inc. 2025 Equity Incentive Plan (the “2025 Plan” and, together with the 2017 Plan, 2020 Plan and 2022 Plan, the “Company Equity Incentive Plans”), which authorized the issuance of 750,000 shares of Common Stock under the 2025 Plan plus 101,348 shares of Common Stock remaining available for issuance under the 2022 Plan as of the Approval Date that will be available for issuance under the 2025 Plan. The types of awards under the 2025 Plan may include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. As of December 31, 2025, 747,296 shares of Common Stock remained available for issuance under the 2025 Plan.

Restricted stock typically vests from one to five years after the date of grant, and stock options to purchase shares of Common Stock typically vest and become exercisable from one to three years after date of grant and expire no later than the tenth anniversary of the date of grant for both employees and directors. Performance restricted stock units (“PRSUs”) typically vest on a cliff-basis after three years, subject to certain stock price performance goals. Pursuant to the applicable award agreements, restricted stock and stock options vest subject to the participant’s continued employment with the Company on the applicable vesting date, subject to accelerated vested upon the executive’s death or qualified retirement or, with respect to restricted stock, upon termination by the Company without “cause” (including for disability). Upon any such termination, PRSUs that have been earned with respect to the stock price performance goal(s) will be settled on the third anniversary of the grant date, without regard to the participants employment with the Company as of such date. For options granted, the fair value is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: (a) no dividend yield; (b) weighted average expected volatility; (c) weighted average discount rate; and (d) expected life. The fair value of restricted stock, earned PRSUs and stock options issued to employees and directors, as applicable, is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. For all award types, forfeitures are recognized as incurred.

Employee Stock Purchase Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Employee Stock Purchase Plan (the “Marine ESPP”). The Marine ESPP, if implemented by the Board of Directors, will permit the Company to offer shares of its Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of a share of its Common Stock on the first day of the offering period or (ii) the fair market value of a share of its Common Stock on the last day of the offering period. There are 300,000 shares of the Company’s Common Stock reserved for issuance under the Marine ESPP during the ten years following its adoption.

Share Award Transactions. Transactions in connection with the Company Equity Incentive Plans during the years ended December 31 were as follows:

 

 

 

2025

 

 

2024

 

 

2023

 

Restricted Stock Activity:

 

 

 

 

 

 

 

 

 

Outstanding as of the beginning of year (1)

 

 

1,392,226

 

 

 

1,642,084

 

 

 

1,682,193

 

Granted (2)

 

 

770,803

 

 

 

637,698

 

 

 

660,307

 

Vested (3)

 

 

(841,828

)

 

 

(887,556

)

 

 

(685,416

)

Forfeited

 

 

(17,056

)

 

 

 

 

 

(15,000

)

Outstanding as of the end of year (4)

 

 

1,304,145

 

 

 

1,392,226

 

 

 

1,642,084

 

 

 

 

 

 

 

 

 

 

Stock Option Activity:

 

 

 

 

 

 

 

 

 

Outstanding as of the beginning of year

 

 

1,013,865

 

 

 

1,026,031

 

 

 

1,026,865

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

(12,166

)

 

 

(834

)

Forfeited

 

 

(5,000

)

 

 

 

 

 

 

Outstanding as of the end of year

 

 

1,008,865

 

 

 

1,013,865

 

 

 

1,026,031

 

 

 

(1)
Includes 215,853, 342,385 and 268,413 grants of performance-based restricted stock units as of December 31, 2024, 2023 and 2022, respectively, that satisfied the performance obligation and are therefore likely to vest. Excludes 326,597, 156,620 and 216,172 grants of performance-based restricted stock units as of December 31, 2024, 2023 and 2022, respectively, that are not considered outstanding until such time that they become probable to vest.
(2)
Includes 125,923, 43,504 and 60,938 grants of director restricted stock awards as of December 31, 2025, 2024 and 2023, respectively, which has a one year vesting period.
(3)
Includes 184,930, 157,455 and 73,972 vested grants of performance-based restricted stock units as of December 31, 2025, 2024 and 2023, respectively.
(4)
Includes 30,923, 215,853 and 342,385 grants of performance-based restricted stock units as of December 31, 2025, 2024 and 2023, respectively, that satisfied the performance obligation and are therefore likely to vest. Excludes 585,842, 326,597 and 156,620 grants of performance-based restricted stock units as of 2025, 2024 and 2023, respectively, that are not considered outstanding until such time that they become probable to vest.

During the year ended December 31, 2025, the Company recognized $6.7 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the Company Equity Incentive Plans with a recognized tax benefit of $4.9 million. As of December 31, 2025, the Company had approximately $5.8 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 0.81 years for restricted stock and there are no unvested stock options.

During the year ended December 31, 2024, the Company recognized $6.8 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the Company Equity Incentive Plans with a recognized tax benefit of $11.2 million. As of December 31, 2024, the Company had approximately $7.8 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 0.73 years for restricted stock and there are no unvested stock options.

During the year ended December 31, 2023, the Company recognized $6.3 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the Company Equity Incentive Plans with a recognized tax benefit of $7.0 million. As of December 31, 2023, the Company had approximately $6.6 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 0.77 years for restricted stock and there are no unvested stock options.

The weighted average fair value of restricted stock granted under the Company Equity Incentive Plans were $5.78, $12.03 and $9.67 for the years ended December 31, 2025, 2024 and 2023, respectively. The fair value was based on the closing price of the Company’s stock on the day of the grant. The Company did not grant any options in the years ended December 31, 2025, 2024 and 2023. There were no stock options exercised in the year ended December 31, 2025 and there were 12,166 and 834 stock options exercised in the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2025, the number of shares and the weighted average grant price of restricted stock transactions were as follows:

 

 

 

Restricted Stock

 

 

 

Number of
Shares

 

 

Weighted Average
Grant Price

 

Non-Vested as of December 31, 2024

 

 

1,392,226

 

 

$

10.40

 

Granted

 

 

770,803

 

 

 

5.78

 

Vested

 

 

(841,828

)

 

 

5.30

 

Forfeited

 

 

(17,056

)

 

 

8.57

 

Non-Vested as of December 31, 2025

 

 

1,304,145

 

 

 

7.82

 

 

During the year ended December 31, 2025, the number of shares and the weighted average exercise price on stock option transactions were as follows:

 

 

 

Stock Options

 

 

 

Number of
Shares

 

 

Weighted Average
Grant Price

 

Outstanding as of December 31, 2024

 

 

1,013,865

 

 

$

12.68

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

(5,000

)

 

 

13.70

 

Outstanding as of December 31, 2025 (1)

 

 

1,008,865

 

 

 

12.67

 

Exercisable as of December 31, 2025 (2)

 

 

1,008,865

 

 

 

12.67

 

 

(1)
The weighted average remaining contractual term is 2.8 years and the intrinsic value of the options exercised was $0.3 million.
(2)
The weighted average remaining contractual term is 2.8 years and the intrinsic value of the options exercisable was $0.3 million.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.