UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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GulfMark Offshore, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of
Annual Meeting of
Stockholders and
Proxy Statement

Annual Meeting

June 7, 2011
Gramercy North Room
The Peninsula Hotel
700 5 ^th Avenue at 55 ^th Street
New York, New York 10019

GULFMARK OFFSHORE, INC.

10111 Richmond Avenue, Suite 340
Houston, Texas 77042

Important Notice Regarding the Availability of Proxy Materials for the
Stockholders’ Meeting of GulfMark Offshore, Inc. to be Held on June 7, 2011:
The Proxy Statement dated April 29, 2011, Form of Proxy, and the GulfMark Offshore, Inc. 2010
Annual Report to Stockholders for the year ended December 31, 2010 are available at
http://www.proxydocs.com/GLF .

Date:   April 29, 2011

2011 PROXY SUMMARY

This provides a summary of information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement, before voting.

Annual Meeting of Stockholders

•		Time and Date		8:00 a.m. E.D.S.T., June 7, 2011
•		Place		Gramercy North Room, The Peninsula Hotel
				700 5 th Avenue at 55 th Street
				New York, New York 10019
•		Record date		April 13, 2011
•		Voting		Stockholders as of the record date are entitled to vote. Each share of Class A common stock (“Common Stock”) is entitled to one vote for each director nominee and one vote for each of the proposals.
•		Broker Non-Votes		Without your instructions, your broker cannot vote your shares on proposals 1-6 below.
•		Required Vote		Each director is elected by a plurality of votes cast. Each other proposal requires the vote of the holders of a majority of the shares entitled to vote on the proposal.

Voting Matters

						For more
				Our Board’s		detail, see
		Agenda Item		Recommendation		page
1.		Election of eight directors		FOR EACH DIRECTOR
				NOMINEE		6
2.		Proposal to approve 2011 Employee Stock Ownership Plan		FOR (1)		40
3.		Proposal to approve 2011 Non-Employee Director Share Incentive Plan		FOR (1)		43
4.		Proposal to amend the Deferred Compensation Plan		FOR (1)		48
5.		Advisory vote on executive compensation		FOR		52
6.		Advisory vote on the frequency of future advisory votes on executive compensation		FOR “ONE YEAR”		53
7.		Ratification of KPMG as our independent public accountants for 2011		FOR		54

Director

Experience/

Committee Memberships

Other Public

Name

Age

Since

Occupation

Qualification

Independent

AC

CC

GNC

Company Boards

Peter I. Bijur

68

2003

Former Chair & CEO Texaco Inc.

Leadership Governance

X

X

X

C

AB Volvo

David J. Butters

70

1989

Chair & CEO Navigator Holdings, Ltd.

Leadership Industry Finance

X, CBD

C

Weatherford International, Inc.

Brian R. Ford

62

2009

Former Partner E&Y LLP

Financial Audit Accounting

X

C, FE

Louis S. Gimbel, 3 rd

82

1970

CEO of S.S. Steiner Inc.

Industry Management Global

X

X

Sheldon S. Gordon

75

2001

Chair of Union Bancaire Privee Int’l Holdings

Financial Accounting Management Global Strategy

X

X

X

X

Robert B. Millard

60

1989

Managing Partner Realm Partners LLC

Finance Strategy Management Industry

X

Weatherford International, Inc. L-3 Communications Inc.

Rex C. Ross

67

2007

Former Chair & Director of Schlumberger Technology Corporation

Management Industry

X

X

X

Enterprise Products Partners LP

Bruce A. Streeter

62

1997

CEO and President

Industry Management

Attendance		No director nominee, all of whom are current directors, attended fewer than 75% of the Board meetings and committee meetings on which he sits.

Type		Form		Terms
Cash		- Salary		- Set annually based on market conditions, peer data and other factors
		- Annual Non-Equity Incentive		- Linked to both Company-wide and individual performance but discretionary factors are also considered
Equity		- Long-Term Incentive Awards		- Restricted stock with restrictions lapsing in thirds on each anniversary of the date of grant over three years - Ability to grant options, but have chosen not to do so
Other		- Employment Agreements and Severance and Change of Control Arrangements		- Automatic yearly renewal of employment agreements unless 120 days notice provided - Change of Control payment equal to either two-and-a-half times for our President and Chief Executive Officer or two-times for our other top two named executive officers of the executive’s annual salary plus his prior year’s annual bonus on a change of control and a termination or adverse change in employment
		- Deferred Compensation Plan		- Allows deferral of salary and bonus with a portion required to be in Company stock for distribution after retirement or resignation from the Company
		- Perquisites		- Vehicle and club membership for two named executive officers
		- Benefits		- On same terms as other employees, including our employee stock purchase plan
				- Our top three executives receive medical coverage from retirement to age 65
				- The Company reimburses Messrs. Streeter and Leech for premiums paid under two life insurance policies, provided they continue their employment with the Company until their retirement date as defined in the agreement
		- Indemnification Agreements		- Indemnification for our top four executives provided the executive was acting in good faith and in the best interest of the Company

																						Change in Pension
																						Value and
																						Nonqualified
																		Non-Equity				Deferred
Name and Principal										Stock				Option				Incentive Plan				Compensation				All Other
Position		Salary				Bonus				Awards (1)				Awards				Compensation				Earnings				Compensation				Total
Bruce A. Streeter		$	610,275			$	—			$	760,511			$	—			$	427,195			$	290			$	167,190			$	1,965,461
President and Chief Executive Officer
Quintin V. Kneen			293,550				—				718,568				—				267,135				—				101,643				1,380,896
Executive Vice President and Chief Financial Officer and Secretary
John E. (“Gene”)			323,935				—				484,440				—				272,125				207				97,261				1,177,968
Leech Executive Vice President – Operations
Samuel R. Rubio			200,000				—				259,233				—				120,000				—				53,940				633,173
VP – Controller and Chief Accounting Officer and Assistant Secretary
David E. Darling			194,250				—				247,398				—				111,000				147				52,826				605,621
Vice President – Human Resources

GULFMARK OFFSHORE, INC.

10111 Richmond Avenue, Suite 340
Houston, Texas 77042

Revocability of Proxies

Solicitation of Proxies

Quorum

Votes Required to Approve Matters Presented at the Annual Meeting

Availability of Proxy Materials

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

           ^{(7 )} Includes 80,400 shares beneficially owned by Mr. Butters’ wife, and with respect to which shares Mr. Butters has shared voting and dispositive power.

           ^{(8 )} Includes 30,420 shares of our Common Stock owned by trusts of which Mr. Gimbel is the co-trustee, and with respect to which shares Mr. Gimbel has shared voting and dispositive power.

           ⁽⁹⁾ Includes 208,392 shares of our Common Stock owned jointly by Mr. Streeter and his wife, and with respect to which shares Mr. Streeter has shared voting and dispositive power.

           ⁽¹⁰⁾ Includes 920 shares of our Common Stock beneficially owned by Mr. Leech’s children, and with respect to which shares Mr. Leech has shared voting and dispositive power.

          David J. Butters is Chairman of the Board of Directors and is Chairman of the Compensation Committee. Since September 2008, Mr. Butters has been Chairman, President and Chief Executive Officer of Navigator Holdings Ltd., an international shipping company. Mr. Butters is also currently a member of the Board of Directors of Weatherford International, Inc. Mr. Butters retired from Lehman Brothers, Inc., a subsidiary of Lehman Brothers Holdings Inc. (“Lehman”) in September 2008. He had been employed at Lehman since 1969, most recently holding the position of Managing Director. The Board determined that Mr. Butters should be nominated for election as a director due to his extensive knowledge of the shipping and oil and gas service industries, his experience as a director of public companies, his banking experience and his financial and executive management expertise.

          Brian R. Ford was appointed to the Board in March of 2009 and is chairman of the Audit Committee. Mr. Ford was the Chief Executive Officer of Washington Philadelphia Partners, LP from 2008 through 2010. He retired as a partner from Ernst & Young LLP in June 2008 where he had been employed since 1971. Mr. Ford also serves on the Board of Trustees of Drexel University and Drexel University College of Medicine School and is a member of the Executive Committee and Board of the Philadelphia Convention and Visitors Bureau. The Board determined that Mr. Ford should be nominated for election as a director due to his financial, audit and accounting expertise gained as a partner in a top tier public accounting firm.

          Louis S. Gimbel, 3 ^rd is a member of the Governance & Nominating Committee. He is Chief Executive Officer of S. S. Steiner, Inc., Chairman of the Board of Hops Extract Corporation of America and Manager of Stadelman Fruit LLC. Mr. Gimbel is also a member of the Board of Golden Gate Hop Ranches Inc. and Simon H. Steiner, Hopfen, GbmH. He has been employed by S.S. Steiner, Inc. for more than the past five years. S. S. Steiner, Inc. is engaged in the farming, trading, processing, importing and exporting of hops and other specialty crops. He is also a trustee for the Monmouth County (WJ) Conservation Foundation. The Board determined that Mr. Gimbel should be nominated for election as a director due to his extensive knowledge of the Company gained from over 40 years of service as a director of the Company and its predecessors, and his experience as the chief executive officer of a multinational corporation.

          Sheldon S. Gordon is a member of the Compensation, Governance & Nominating and Audit Committees. From May 1996 to present, he has been non-executive Chairman of Union Bancaire Privée International Holdings, Inc. From May 1996 to March 2002, he was Chairman of the Rhone Group LLC with which he continues as a Senior Advisor. Mr. Gordon is currently a director of Union Bancaire Privée and was a Director of the Holland Balanced Fund from June 1996 to June 2008 and of Ametek, Inc. from 1989 to May 2011. The Board determined that Mr. Gordon should be nominated for election as a director due to his financial and accounting expertise, his experience as a senior executive and director of large multinational corporations, and his strategic business management expertise.

          Robert B. Millard is currently Managing Partner of Realm Partners LLC. From 1976 until September 2008, Mr. Millard held various positions, including Managing Director, at Lehman Brothers, Inc. and its predecessors. From September 2008 until December 2008, Mr. Millard was a Managing Director of Barclays Bank. Mr. Millard also serves as a director of Weatherford International, Inc. and as Lead Independent Director of L-3 Communications Inc. He also serves as Chairman of the Board of the MIT Investment Management Company, on the Boards of Trustees of the MIT Corporation (Executive Committee), The Population Council, Associated Universities Inc. and the Remarque Institute of New York University. He also serves on the Investment Subcommittee of the Finance and Budget Committee of the Council on Foreign Relations. The Board determined that Mr. Millard should be nominated for election as a director due to his expertise in financial, business and corporate development matters, his experience as a director of public companies, and his extensive experience in the oil and gas service industry.

          Rex C. Ross is a member of the Compensation Committee and the Governance & Nominating Committee. From 2004 to 2009, Mr. Ross served as Chairman and director of Schlumberger Technology Corporation, the holding company for all Schlumberger Limited assets and entities in the United States. Prior to his retirement from Schlumberger Limited in May 2004, Mr. Ross held a number of executive management positions during his 11-year career there, including President of Schlumberger Oilfield Services North America; President, Schlumberger GeoQuest; and President of SchlumbergerSema North & South America. Mr. Ross was elected a Director of Enterprise Products Partners L.P. (a publicly traded oil and gas mid-stream services and marketing company) in October 2006 and is a member of its Audit and Conflicts and Governance Committees. The Board determined that

Mr. Ross should be nominated for election as a director due to his executive management expertise and his knowledge of the oil and gas service industry.

          Bruce A. Streeter has served as President and Chief Operating Officer of the Company since January 1997 and as Chief Executive Officer since 2006. He served as President of our Marine Division from November 1990 until he became President and Chief Operating Officer of the Company. Prior to November 1990, Mr. Streeter was with Offshore Logistics, Inc. for a period of twelve years serving in a number of capacities, including General Manager Marine Division. The Board determined that Mr. Streeter should be nominated for election as a director due to his extensive knowledge of the industry and the Company, its operations and people, gained from 32 years of service in the industry in positions of increasing responsibility.

Director Not Continuing in Office

          Robert T. O’Connell was appointed as a director of the Company in 2006. Mr. O’Connell is the former Chief Financial Officer of General Motors where he served from 1988 to 1992 and Chief Executive Officer of GMAC Financial Services where he served from 1992 until his retirement in 1994. From 1995 to 1997, Mr. O’Connell served as Senior Vice President and Chief Staff Officer of EMC Corporation. He subsequently served as a member of the Board of Directors and in various executive capacities at RWD Technologies, Inc., from 1997 to 2003. He currently serves on the Board of Directors of CenterPoint Energy, Inc. He also serves on the Boston Finance Commission, a Governor-appointed commission of the State of Massachusetts. Mr. O’Connell is not a nominee for election to the Board at the Annual Meeting as he has exceeded the age limit for a director as set forth in the Company’s Governance & Nominating Policy and was not grandfathered under that policy as are Messrs. Gimbel and Gordon.

Required Vote for Election of Directors

          Election as directors of the persons nominated in this Proxy Statement will require the vote of the holders of a plurality of the shares of Common Stock present or represented by proxy and entitled to vote at a meeting at which a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION AS DIRECTORS OF THE PERSONS NOMINATED.

OUR BOARD OF DIRECTORS

Role of the Board

          Our directors are elected by our stockholders to oversee the actions and results of our management. Their responsibilities include:

	•		providing general oversight of our business, including the audit function;
	•		approving corporate strategy;
	•		approving major management initiatives;
	•		providing oversight of legal and ethical conduct;
	•		overseeing the management of any significant business risks;
	•		selecting, compensating, and evaluating directors;
	•		evaluating board processes and performance;
	•		selecting, compensating, evaluating and, when necessary, replacing the President and Chief Executive Officer, and compensating other senior executives;

	•		ensuring that a succession plan is in place for all senior executives; and
	•		establishing and overseeing committees to manage the foregoing.

          Our Board is responsible for consideration and oversight of risks facing the Company. Together with its standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. In particular, the Audit Committee performs a central oversight role with respect to financial and compliance risks, and the Compensation Committee considers risk in connection with its design of compensation programs for our executives. The Board and its committees regularly review material strategic, operational, financial, compensation and compliance risks with senior management in detail in order to adequately assess and determine our potential vulnerability and consider appropriate risk management strategies where necessary.

Composition of the Board

          We believe there should always be a substantial majority (75% or more) of independent directors and that the Chief Executive Officer should be a Board member. Other officers may, from time to time, be Board members, but no officer other than the Chief Executive Officer should expect to be elected to the Board by virtue of his or her position with the Company.

Selection of Director Nominees

          The Board is responsible for selecting candidates for Board membership and for establishing the criteria to be used in identifying potential candidates. The Board delegates the screening process to the members of the Governance & Nominating Committee. For more information on the director nomination process, including the selection criteria, see the GulfMark Offshore, Inc. Governance & Nominating Policy available online at http://www.gulfmark.com/fw/main/Corporate-Governance-19.html .

          We believe that it is important for our Board to be comprised of individuals with diverse backgrounds, skills and experiences. The composition of the Board and the experience, as well as the qualities, brought to the Board by our directors are reviewed annually. While the Governance & Nominating Committee does not have a formal diversity policy and identifies qualified potential candidates without regard to any candidate’s race, color, disability, gender, national origin, religion or creed, it does seek to ensure the fair representation of all stockholder interests on the Board.

          The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. Nominees should have substantial experience with one or more publicly traded national or multinational companies or should have achieved a high level of distinction in their chosen fields.

          The Board is particularly interested in maintaining a mix that includes the following backgrounds:

	•		active or retired chief executive officers and senior executives;
	•		experience in operations, finance, accounting, and/or banking;
	•		international business;
	•		oilfield services; and
	•		other oil and gas industry experience.

          Finally, Board members should display the personal attributes necessary to be an effective director: integrity, sound judgment, independence, ability to operate collaboratively, and commitment to the Company and our stockholders. The Board believes that the use of these general criteria, along with a non-discriminatory policy, will best result in a Board that evidences that diversity in many respects. The Board believes that it currently maintains that diversity.

Separation of the Roles of Chairman of the Board and Chief Executive Officer

          We believe that separating the role of Chairman of the Board of Directors from that of Chief Executive Officer can facilitate a clear delineation between the oversight responsibilities of the Board of Directors and the management responsibilities of the Chief Executive Officer. We also believe that the decision to separate these roles is dependent on the attributes of the two individuals involved. When properly constructed and constituted, the separation allows the Chairman of the Board to more readily manage the time requirements and distractions of general Board operations, routine contact with fellow directors between meetings, and can foster candor in evaluating Company and Chief Executive Officer performance. This provides the Chief Executive Officer with additional time to manage and execute the strategic plans for our business.

Board Independence

          Our Board has determined that all seven of the current non-management directors of the Company nominated for election as a director qualify as “independent” directors under the New York Stock Exchange corporate governance rules and that each member of the Audit Committee qualifies as “independent” under Rule 10A-3 of the United States Securities Exchange Act of 1934 (the “Exchange Act”). Each of the seven nominated non-management directors of the Company are also “non-employee directors” as defined under Exchange Act Rule 16b-3 and “outside directors” as defined in the Internal Revenue Code, section 162(m). Each committee described below in “Board Committees and Meetings” is comprised in full of independent non-management directors.

          To be considered independent under the New York Stock Exchange rules, our Board affirmatively determined that all seven nominated non-management directors had no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A director is not independent if:

	•		the director was employed by the Company within the preceding three years;
	•		an immediate family member of the director was an executive officer of the Company within the preceding three years;
	•		the director or an immediate family member of the director received more than $120,000 per year, within the preceding three years, in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such service is not contingent in any way on continued service);
	•		the director was affiliated with or employed by, or an immediate family member of the director was affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company, within the preceding three years;
	•		the director or an immediate family member of the director was employed, within the preceding three years, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee; or
	•		the director is a current employee, or an immediate family member of the director is a current executive officer of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

          The following is not considered by our Board to be a material relationship that would impair a director’s independence. No material relationship exists if a director is an executive officer of, or beneficially owns in excess of a 10% equity interest in, another company:

•

that does business with the Company, and the amount of the annual payments to the Company is less than five percent of the annual consolidated gross revenues of the Company, or $200,000, whichever is more;

	•		that does business with the Company, and the amount of the annual payments by the Company to such other company is less than five percent of the annual consolidated gross revenues of the Company, or $200,000, whichever is more; or
	•		to which the Company was indebted at the end of its last fiscal year in an aggregate amount that is less than five percent of the consolidated assets of the Company.

          For relationships not covered by the guidelines in the immediately preceding paragraph, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by our Board members who satisfy the independence guidelines described above.

Approval of Related Person Transactions

          Our Audit Committee is responsible for reviewing and approving the terms and conditions of all proposed transactions between us, any of our officers or directors, or relatives or affiliates of any such officers or directors, to ensure that any such related-party transaction is fair and is in our overall best interest. No transactions requiring approval occurred in 2010.

Board Committees and Meetings

          Pursuant to our Bylaws, the Board has established several committees, including an Audit Committee, a Compensation Committee and a Governance & Nominating Committee. During the year ended December 31, 2010, the Board met seven times, the Audit Committee met eight times, the Compensation Committee met five times and the Governance & Nominating Committee met four times. During 2010, each director attended at least 86% of the combined Board meetings and meetings of committees of the Board on which he served. Our policy regarding director attendance at the Annual Meeting is that directors are invited to attend, and that we will make all appropriate arrangements for directors that choose to attend. All directors then serving attended the 2010 Annual Meeting.

Audit Committee

          We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Messrs. Ford (Chairman), Gordon, Bijur, and O’Connell are the current members of the Audit Committee. Mr. O’Connell is not a nominee for election to the Board at the Annual Meeting as he has exceeded the age limit for a director as set forth in the Company’s Governance & Nominating Policy. The Board has determined that all of the Audit Committee members are “independent” as defined in the New York Stock Exchange listing standards applicable to the Company. Mr. Ford, by virtue of his financial, audit and accounting expertise gained as a partner in a top tier public accounting firm, has been designated as the Audit Committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee’s function is to provide oversight. Its principal oversight responsibilities are to:

	•		make recommendations to the Board concerning the selection and discharge of our independent auditors;
	•		discuss with our internal auditors and independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and compensation; and
	•		discuss with management, internal auditors and independent auditors the adequacy and effectiveness of our accounting and financial controls.

          The Board adopted a written charter for the Audit Committee, which is posted on our website at www.gulfmark.com .

Compensation Committee

          Messrs. Butters (Chairman), Bijur, Gordon and Ross are the current members of the Compensation Committee. The functions of the Compensation Committee are to:

	•		formulate, administer and continually assess the Company’s compensation philosophy in light of actual pay practices, policies and programs;
	•		review overall plan design for each of the major benefit programs;
	•		retain independent advisors to assist the Compensation Committee in its role of assessing and administering these programs;
	•		review and monitor succession plans for the President and Chief Executive Officer and our other officers, as well as the general policies and programs associated with development of our management team;
	•		independently administer the compensation and benefit programs of the President and Chief Executive Officer;
	•		annually review the compensation levels of our other officers using independent data and the President and Chief Executive Officer’s recommendations on salaries (other than his own) and make recommendations to the Board on salary changes, annual bonus plan provisions and payouts and equity grants; and
	•		periodically review the components, the administration and operation of our incentive compensation programs to ensure that no material risks exist that would or could promote excessive risk taking that could be detrimental to the Company or our stock.

          The recommendations of the Compensation Committee are reviewed and subject to approval by the full Board, including a majority of our independent directors.

          The Board adopted a written charter for the Compensation Committee, which is posted on our website at www.gulfmark.com .

          Information regarding the processes and procedures for the consideration and determination of executive and director compensation may be found in the “Compensation Discussion and Analysis” on pages 16 to 29 of this proxy statement.

Governance & Nominating Committee

          Messrs. Bijur (Chairman), Gimbel, Gordon and Ross are the current members of the Governance & Nominating Committee. The functions of the Governance & Nominating Committee are to:

	•		develop and periodically review our governance principles;
	•		identify new directors and annually recommend directors for election to the Board;
	•		annually evaluate Board and Committee performance; and
	•		review and recommend Board compensation for non-employee directors.

          The Governance & Nominating Committee has not previously received any recommendations for director candidates from stockholders. The Governance & Nominating Committee will consider any candidate that has timely given written notice to our Secretary. If you would like to recommend a director candidate for consideration by our Governance & Nominating Committee you may submit your recommendation to our executive offices at

GulfMark Offshore, Inc., 10111 Richmond Avenue, Suite 340, Houston, Texas 77042, Attn: Secretary. The notice should set forth as to each person you propose to nominate for election or reelection as a director:

	•		all information required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required under then-current SEC rules;
	•		a description of all direct and indirect compensation and other material monetary agreements during the past three years, and any other material relationships, between or among you or any person deemed to be associated with you, as described below (an “associated person”), if any, on the one hand, and such proposed nominee or his or her respective affiliates and associates on the other hand; and
	•		completed and signed Director Representation and Agreement and Director Questionnaire with respect to the background and qualifications of such nominee, the forms of which you can obtain from us upon written request to our executive offices at the address set forth above.

          An associated person includes (1) any of your affiliates or associates, (2) any beneficial owner of our Common Stock on whose behalf you make any proposal or nomination, and (3) any other person with whom you, the beneficial owner or any of your affiliates or associates has an agreement or understanding for the purpose of acquiring, holding, voting or disposing of our Common Stock or obtaining, changing or influencing the control of the Company.

          In addition, you will need to provide the following information regarding yourself and any associated person:

	•		any information that would be required to be disclosed in solicitations of proxies for the election of directors in a contested election, or is otherwise required under then-current SEC rules;
	•		a representation that you are a holder of record of capital stock of the Company entitled to vote at such meeting and that you intend to appear in person or by proxy at the meeting to propose such nomination; and
	•		a representation as to whether you or any associated person intends or is part of a group that intends to (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding capital stock of the Company required to elect the nominee or (2) otherwise solicit proxies or votes from stockholders in support of such nomination.

          For a full description of the process for nominating a director, see Section 1.13(a)(4) of our Bylaws.

          The Governance & Nominating Committee identifies and evaluates director candidates in accordance with the director qualification standards described in our Governance & Nominating Policy, which can be found on our website, www.gulfmark.com . Candidates are selected for their character, judgment, business experience and acumen, as well as other factors established by the Governance & Nominating Committee in order to satisfy the qualifications for directors described above in the section titled “Selection of Director Nominees”.

          The Board has adopted a written Governance & Nominating Committee charter, which is posted on our website at www.gulfmark.com .

Code of Business Conduct and Ethics

          The Board adopted a Code of Business Conduct and Ethics applicable to all of our employees and agents as well as a Code of Ethics for our Principal Executive Officer and Senior Financial Officers, which are posted on our website at www.gulfmark.com . We intend to satisfy the disclosure requirement regarding any changes to our code of ethics we adopt and/or any waiver from our code of ethics that we grant by posting such information on our website, www.gulfmark.com , or by filing a Form 8-K for such event.

Availability of Corporate Governance Documents

          Stockholders may obtain copies of the charters of the Audit Committee, the Compensation Committee, and the Governance & Nominating Committee, our Governance & Nominating Policy and our Codes of Business Conduct and Ethics free of charge by contacting the Company’s Secretary at the Company’s principal address of 10111 Richmond Avenue, Suite 340, Houston, Texas 77042, or by accessing our website at www.gulfmark.com , selecting the “Investor Relations” tab and then selecting “Corporate Governance”.

are available to satisfy the claims of all our general creditors in the event of our bankruptcy or insolvency. Distributions from the Current EDC Plan are made according to each director’s election in Common Stock for that portion deferred in Common Stock and in cash for that portion retained by the Company. Total compensation paid in 2010 to the non-employee directors, including director fees and retainers, and matching under the Current EDC Plan, is as follows:

          Quintin V. Kneen was named Chief Financial Officer of the Company in June 2009. Mr. Kneen joined GulfMark in June 2008 as the Vice President – Finance and was named Senior Vice President— Finance and Administration in December 2008. Previously, he was Vice President-Finance & Investor Relations for Grant Prideco, Inc., serving in executive finance positions at Grant Prideco since June 2003. 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 is a Certified Public Accountant and a Chartered Financial Analyst.

          John E. (“Gene”) Leech was named Executive Vice President – Operations of the Company in February 2001 after having served as Vice President – Operations from January 1997. He served as Vice President of our predecessor’s Marine Division from its formation in November 1990 until he became Vice President – Operations of the Company. Prior to November 1990, Mr. Leech was with Offshore Logistics, Inc. for a period of fifteen years serving in a number of capacities, including Manager Domestic Operations and International Operations Manager.

          Richard M. Safier was named Vice President, General Counsel, and Corporate Secretary of the Company on March 15, 2011. Previously Mr. Safier was Vice President, General Counsel, and Corporate Secretary of T-3 Energy Services, Inc. from March 2006 until March 2011. Prior to joining T-3 Energy Services, Inc., Mr. Safier was the General Counsel and Corporate Secretary for a privately held Houston based software company and in addition held positions of increasing responsibilities in the offices of two Houston based law firms. Mr. Safier is a member of the State Bar of Texas.

          Samuel R. Rubio was named Vice President – Controller and Chief Accounting Officer of the Company on December 31, 2008. Mr. Rubio joined the Company in 2005 as the Assistant Controller and was subsequently promoted to Controller in 2007. He has a B.B.A. degree from Sul Ross State University and is a Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Texas Society of CPAs. In addition, Mr. Rubio has over 25 years of experience in accounting at both operating division and corporate levels as well as the management of accounting organizations.

          David E. Darling was named Vice President – Human Resources of the Company on November 21, 2008 and has over 22 years of human resource (“HR”) experience. He came to the Company through our acquisition of Rigdon Marine, where he was employed as Human Resource Director since 2007. Prior to joining Rigdon Marine, Mr. Darling served as Executive Vice President of Human Resources for a wholly owned subsidiary of the Ford Motor Company which he joined in 2000. Additionally, Mr. Darling has 15 years of experience in the offshore vessel industry as Vessel Master, Operations Manager and Human Resources Manager with Zapata Gulf Marine and Tidewater, Inc. Mr. Darling earned his Bachelor of Science in Human Resources Management from Brenau University and his Master of Science in Human Resources Management and Labor Relations from the New York Institute of Technology.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

          This Compensation Discussion and Analysis provides information regarding the 2010 compensation program in place for our President and Chief Executive Officer, our Chief Financial Officer, and our three other most highly-compensated executive officers. This section includes information regarding our compensation philosophy and objectives, the components of our compensation program, and the key factors the Compensation Committee considered in determining the compensation for our named executive officers in 2010.

          The components of our compensation program are as follows:

Highlights for 2010 compensation include:

	-		Our Compensation Committee determined that our President and Chief Executive Officer met his individual performance objectives, but that the company-wide performance level was approximately 70%. As a result, the Compensation Committee determined that total compensation for our President and Chief Executive Officer should slightly decrease for 2010 and remain significantly below his total compensation from 2008. As a result of the change in our stock price between the date on which the Compensation Committee set the number of shares that were to be granted to our President and Chief Executive Officer and the actual date the shares were issued, rather than his total compensation decreasing by 1.6%, his total compensation increased by 6.6%. Even with this increase, his 2010 total compensation remains 26.2% less than his total 2008 total compensation, and 35.1% less than his total 2007 total compensation.
	-		To incorporate current best practices, the Board amended the stock ownership guidelines to increase the holding requirement of our stock by our Chief Executive Officer from five times to six times his annual base salary.
	-		Consistent with best practices, we amended the GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan to not permit buy-outs of options for cash whose exercise price exceeds fair market value on that date without shareholder approval.
	-		Also consistent with best practices, the Board determined it would not include any tax gross-ups in future agreements with employees, and, in keeping with their decision, a tax gross-up was not included in the Change of Control Agreement entered into with Mr. Safier on March 15, 2011.

          The Compensation Committee met on January 24, 2011, and set the 2011 annual salary, the 2010 non-equity incentive cash bonus and the number of shares comprising the 2010 long-term incentive award of restricted stock for our top three named executive officers. The number of shares was based on an average of the high and low stock price on that date of $34.92 per share. Company policy presently is to issue restricted stock awards to all of our U.S. employees at the same time in March, therefore, all restricted stock awards, including those for our top three named executive officers, were granted on March 24, 2011, when the average of the high and low stock price was $43.51 per share. The value of restricted stock used by the Compensation Committee to determine the number of restricted shares to award for Messrs. Streeter, Kneen, and Leech on January 24, 2011, was $610,279, $576,621, and $388,744, respectively. The value of the restricted stock granted to Messrs. Streeter, Kneen and Leech reflected in the 2010 Summary Compensation Table is higher than as reflected in the table below because of the increase in our share price from January 24, 2011, to March 24, 2011.

Compensation Philosophy and Objectives

          Our compensation philosophy is to set the fixed compensation of our senior executives competitively for their demonstrated skills and industry experience. Variable compensation, both annual and long-term, should reflect the results of performance against a combination of quantitative and subjective measures. The Compensation Committee targets the median of the market for all elements of pay, including base salary, annual incentive, and long-term incentives. Our compensation programs are designed so that years of superior performance are rewarded with payouts that are near the median of the market.

          Our compensation and benefits programs are designed to achieve the following objectives:

	•		Compensation should enable us to attract, motivate and retain talented executive officers capable of leading us in a competitive and changing industry and to align the interests of our executives with those of our stockholders to ensure long-term success and stockholder value.
	•		Compensation should reflect the marketplace for talent. We strive to remain competitive with the pay of other peer companies with which we compete for talent.
	•		Annual cash and equity awards should reflect progress towards Company-wide financial and personal goals that balance rewards for both short-term and long-term performance.

Administration

          Our executive compensation program is developed and administered by the Compensation Committee of the Board, which is comprised of four non-employee independent directors. The Compensation Committee is responsible for the review and approval of all aspects of our executive compensation program. The specific duties and responsibilities of the Compensation Committee are described in this proxy statement under “Our Board of Directors – Board Committees and Meetings – Compensation Committee”. The recommendations of the Compensation Committee are approved by the full Board, including a majority of the independent directors.

Setting Executive Compensation

          The Compensation Committee analyzes the compensation practices of a group of peer companies, consisting of other publicly-traded companies in the energy industry, including offshore vessel operators, offshore drilling companies, oilfield services companies and oil and gas exploration and energy companies within a range of market cap and revenue size similar to us. The Compensation Committee uses the compiled data from the peer group as a general guideline for discussion. The overall goal of this process is to enable us to provide total compensation packages that are competitive with prevailing practices in our industry.

          In determining compensation for our named executive officers, each element of our compensation program is compared against published data. Based on previous work and recommendations coming from the Compensation Committee’s outside advisors, Pearl Meyer & Partners (“PM&P”) and Longnecker & Associates (“Longnecker”), the Compensation Committee selected the following 12 companies against which to compare our executive compensation program:

          The Compensation Committee reviews the composition of the two peer groups on an annual basis. The Compensation Committee may elect to modify either group for future periods to reflect best practices in executive compensation or changes in our business or the business of other companies, in and outside the Broad Peer Group. For example, Trico Marine Services, Inc. was previously included in our Direct Peer Group, but was excluded this year due to its bankruptcy filing in the third quarter of 2010.

          In 2010, Longnecker was retained to conduct an annual Executive Compensation Review comparing our compensation practices with those in our Direct and Broad Peer Groups. This information allowed the Compensation Committee to directly compare compensation and principal components for our named executive officers with those similarly situated officers in our Direct and Broad Peer Groups, as well as review aggregate compensation as compared to such groups.

Role of the Chief Executive Officer in Executive Compensation Decisions

          Our President and Chief Executive Officer works closely with the Compensation Committee providing his assessment and recommendations on the competitiveness of the programs, performance issues and challenges, and makes recommendations for consideration pertaining to the compensation of his executive team. He also determines the compensation for two of our named executive officers. The Compensation Committee takes these recommendations into consideration and either approves or works with the President and Chief Executive Officer to develop suitable proposals. The President and Chief Executive Officer does not, however, make, participate in, provide input for or make recommendations about his own compensation.

Setting Performance Measures

          When setting performance goals and objectives, we attempt to use criteria that assess our performance against our Direct Peer Group rather than absolute performance. This is based on the belief that our absolute performance can be affected both negatively and positively by industry factors over which our executives have no control, such as prices for oil and natural gas. We have developed the metrics described below as we feel they reflect

performance against our peers with a balance of specific internal goals that will enhance our ability to grow and create further stockholder value.

          For additional detail regarding our performance measures and how they affect our executive compensation please see sections entitled “Non-Equity Incentive Plan Compensation” and “2010 Executive Compensation – 2010 Company Performance” below.

Performance Review

          At the end of each year, calculations required to support achievement of compensation goals established by the Compensation Committee are also provided to the Compensation Committee. The Compensation Committee then reviews the performance of our top three named executive officers based on their achievement of the established objectives, contribution to our performance and individual performance. This review is shared with the President and Chief Executive Officer and recommendations for compensation are provided to the Board for consideration and approval.

          For our other named executive officers, performance criteria is set at the beginning of the year and reviewed at the end of the year. Recommendations for compensation are approved by the President and Chief Executive Officer.

Use of Independent Advisors

          PM&P was retained to conduct a Board of Director’s compensation study and Longnecker was retained to conduct an Executive Compensation Review for our named executive officers compared to our Direct and Broad Peer Group. The two consulting firms were independently retained and neither firm performed work for management.

Compensation Program Components and Underlying Philosophy

          An executive’s compensation typically consists of:

	•		base salary paid in cash;
	•		annual non-equity incentive paid in cash;
	•		long-term incentive awards;
	•		employment agreements and severance and change in control arrangements;
	•		deferred compensation;
	•		perquisites;
	•		benefits; and
	•		indemnification agreements.

          The balance among these components is established annually by the Compensation Committee and is designed to recognize past performance, retain key employees and encourage future performance. For a breakdown of the mix of short term and long term compensation in 2010, please see the table included under the section entitled “Allocation of Short and Long-Term Compensation” below.

          The Compensation Committee reviews and recommends the specific base salary and bonus compensation of our top three named executive officers, while Messrs. Rubio and Darling’s base salary and bonus compensation are determined by our President and Chief Executive Officer based on similar guidelines. The President and Chief Executive Officer recommends performance criteria for the named executive officers other than himself. Those

executive officers do not participate in the deliberation process of the Compensation Committee. Our executive officers do participate in the review and award process for other key employees. The particular elements of the compensation programs for such persons are set forth in more detail below.

           Base Salary

          Salary for our executive officers is reviewed and set annually based on the market practices observed within the Direct and Broad Peer Groups. Salary levels are adjusted to take into account job responsibility, job complexity, individual performance, cost of living and other relevant factors. We believe this component of pay is one of the most effective ways to attract and retain executives. We generally set our named executive officers’ base salaries to fall in the median of our peer groups.

          In addition to market practices, the Compensation Committee considers our overall salary increases that are established each year based on industry information and current economics. The objective is to allow for salary increases to retain, motivate and reward successful performance while maintaining affordability within our business plan. Though individual increases can be more or less than the budgeted percentage amount in a given year depending on individual performance, the aggregate of the increases must stay within budget in most cases. Exceptions can be made when executive officers are promoted and assume additional responsibilities.

           Non-Equity Incentive Plan Compensation

          We provide incentive compensation to our executive officers and key employees in the form of annual cash bonuses relating to financial and operational achievements during the prior year pursuant to the GulfMark Offshore, Inc. Incentive Base Compensation Plan for the purpose of retaining and motivating our executive officers and key employees. Cash bonus awards under our Incentive Base Compensation Plan are linked to individual performance, as well as the achievement of Company-wide and regional performance goals, and are designed to put a significant portion of total compensation at risk in order to motivate and retain our executive officers and key employees. This structure is designed to allow for a target total cash compensation opportunity (base salary plus non-equity incentive award) to be at or above the median when compared to our Broad Peer Group.

          The cash amounts of such bonuses for executive officers are determined by the Compensation Committee using the following formula:

          The Compensation Committee establishes an annual bonus target for each executive officer based upon a review of the competitive data for that position, level of responsibility and ability to impact our success. Individual executive officer bonus targets for our named executives, other than our President and Chief Executive Officer, range from 50% to 100% of base salary. Individual performance that meets expectations yields application of the individual’s bonus target percentage, and performance that exceeds expectations can result in bonuses that range up to 150% of base salary. The President and Chief Executive Officer’s bonus has no limit as the Compensation Committee believes there should be flexibility to award amounts in excess of base salary given attainment of significant achievements above the corporate and individual goals and objectives established for the year.

          Individual performance criteria for our corporate financial officers’ incentive compensation decisions are based primarily on the assistance and performance of such persons in implementing corporate objectives within the scope of his or her responsibilities. In the case of operational officers, individual performance is primarily measured with regard to the operational results of the business operations for which such persons and their direct reports were responsible.

          Company-wide and regional performance goals are based on operating income, exceeding the average Direct Peer Group EBITDA margin, return on investment, safety performance and individual objectives specific to each named executive officer’s position. Although the achievement of certain financial objectives as measured by a business segment’s earnings are considered in determining incentive compensation, other subjective and less

quantifiable criteria are also considered, such as market penetration, development of the fleet, and effectiveness of new information systems. In this regard, the Compensation Committee takes into account specific operational achievements that are expected to affect future earnings and results, or that had an identifiable impact on the prior year’s results. For additional detail regarding our performance metrics and our actual performance, please see the section entitled “2010 Executive Compensation – 2010 Company Performance” below.

           Incentive Equity Plan

          We also provide long-term incentive compensation to our executive officers and key employees through equity awards pursuant to our GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan. The use of equity awards is intended to provide incentives to our executive officers and key employees to work toward our long-term goals. Equity awards are not granted by the Compensation Committee as a matter of course as part of the regular compensation of any executive or key employee. The decision to grant an equity award is based on the perceived incentive that any such grant will provide and the benefits that the grant may have on long-term stockholder value.

          Since 2004, equity awards granted by the Compensation Committee have been limited to restricted shares. Although the 2010 Plan provides flexibility to award different types of equity incentives, the Compensation Committee has chosen to award restricted stock instead of options or other equity awards because the Compensation Committee believes restricted stock awards create a higher level of retention and further align executive management and stockholder interests. The awards are granted around the same time each year, in March of the year following the performance year, which gives the Compensation Committee enough time to review the prior year performance. The restrictions on the shares awarded generally lapse in thirds on each anniversary of the date of grant over three years.

          Grants of incentive awards are formula driven and use the following components to determine the number of shares granted:

	•		our overall performance;
	•		base salary plus cash bonus;
	•		individual performance; and
	•		average share price on the date of determination of award.

          The number of shares awarded to each of our named executive officers is determined by the following formula:

          Consideration is also given to the anticipated contribution of the business operations for which the intended recipient has responsibility to overall stockholder value. Award levels are generally in the median when compared to our Direct and Broad Peer Groups.

          Prior to 2004, we awarded stock options to executives and other key employees under the 1997 Incentive Equity Plan. The stock options which have previously been granted and are currently outstanding are subject to vesting over a number of years and have exercise prices based on the market price of the Common Stock at the date of grant.

           Employment Agreements and Severance and Change of Control Arrangements

          We have entered into employment agreements with our top three executive officers: President and Chief Executive Officer; Executive Vice President and Chief Financial Officer; and Executive Vice President -

Operations. We have also entered into an employment agreement and separate change of control agreement with our Vice President – General Counsel and Secretary. These employment agreements provide, among other things, for a minimum base salary for the executive, for the executive’s participation in our Incentive Base Compensation Plan and our incentive, savings, retirement and other benefit plans applicable to our executives generally, and for the perquisites described below. In addition, the agreements provide for certain severance payments in the event the executive is terminated without cause or terminates his employment for good reason, including as a result of a change of control, as provided in the agreements.

          The purpose of the employment agreements is to:

	•		ensure that we will have the continued dedication of the executive;
	•		diminish the inevitable distraction of the executive resulting from the uncertainties and risks created by a pending or threatened change of control; and
	•		to provide the executive with compensation and benefits arrangements that are competitive with those of other corporations.

          The change of control provision included in each of the employment agreements for our top three executive officers and the change of control agreement for our Vice President – General Counsel and Secretary requires a double trigger in order to receive any payment in the event of a change of control situation. First, a change of control must occur, and second the individual must terminate his employment for good reason or we must terminate his employment without cause within six months prior to or one year following the change of control event. We believe providing a change of control protection ensures impartiality and objectivity of our top three named executive officers and our Vice President – General Counsel and Secretary in the context of a change of control situation and protects the interests of our stockholders.

Deferred Compensation

          We provide our executives with the opportunity to defer certain portions of their salary and bonuses paid by us for distribution after retirement or resignation through our Current EDC Plan. The Current EDC Plan is intended to encourage the continued employment of the participating employees and to facilitate the recruiting of executive officers and other highly compensated employees required for our continued growth and profitability. Deferred compensation can be used to purchase shares of our Common Stock or may be retained by us and earn interest. We may match certain of the executive’s deferred compensation that is used to purchase Common Stock, and any matching portion will vest over time based on the individual officer’s years of service. Our executives’ benefits and participation in the Current EDC Plan are described in “Deferred Compensation” on page 35 of this proxy statement.

           Perquisites

          We provide our executives with perquisites and other personal benefits that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program. Executives are provided with the following benefits as a supplement to their other compensation:

	•		Use of vehicle: We provide each of Messrs. Streeter and Leech with a company vehicle for use for travel to and from the office and business-related events. We pay for all maintenance, insurance and gasoline for such vehicles; and
	•		Use of club membership: We pay for the monthly membership fees for certain golf or social clubs for Messrs. Streeter and Leech. We encourage management to belong to a golf or social club so that they have an appropriate entertainment forum for customers and vendors.

           Benefits

          Our executive officers participate in our other benefit plans on the same terms as other employees. These plans include a defined contribution plan, our 401(k) plan, for which we match up to 100% of the first 5% of salary

contributed by the employee, medical, dental, term life insurance, and our employee stock purchase plan. Messrs. Streeter, Leech and Kneen will also be provided with medical coverage from the date of retirement until they attain age 65.

          In addition, the Company entered into an agreement in January 2000 to reimburse Messrs. Streeter and Leech for premiums paid under two life insurance policies since their inception in 1990, provided they continue their employment with the Company until their retirement date as defined in the agreement. The annual premium amount for each policy is approximately $20,000, and the aggregate amount of premiums paid under each of the policies since 1990 for Messrs. Streeter and Leech is $329,000 and $314,000, respectively.

           Indemnification Agreements

          On February 24, 2010 we entered into indemnification agreements with each of our top four executives and our independent directors. These agreements provide for us to, among other things, indemnify the individual to the fullest extent permitted by applicable law against certain liabilities that may arise by reason of his or her relationship with us, provided he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interests. The agreements further provide for us to advance reasonable expenses incurred by the individual in connection with proceedings covered by the agreement. In addition, we have agreed to use all commercially reasonable efforts to maintain a directors’ and officers’ liability insurance policy covering our directors and officers for losses from wrongful acts and omissions. The indemnification rights provided for in the indemnification agreements are in addition to the indemnification rights provided under our governing documents.

           Stock Ownership Guidelines

          Our Board has adopted stock ownership guidelines for our directors and executives, which are incorporated in our Governance & Nominating Policy and can be found on our website, www.gulfmark.com and can be accessed by first selecting “Investor Relations” and then selecting “Corporate Governance”. The guidelines require our directors and executive officers to hold the following values in the form of our Common Stock (the director’s annual base compensation or the executive’s base salary is multiplied by the appropriate multiple):

	•		6x for the chief executive officer,
	•		5x for all directors,
	•		3x for the executive vice presidents, and
	•		2x for all other named executive officers.

          Ownership of the guideline amounts must be maintained for as long as the director or executive officer is subject to the guidelines, subject to a three year phase in from the date of appointment of the director or executive officer. All of our named executive officers and directors are in compliance with the stock ownership guidelines.

2010 Executive Compensation

           Determination of 2010 Base Salary

          In recommending base salaries for 2010, the Compensation Committee considered our overall salary increases that were established based on industry information and current economics. During the first quarter of 2010, the Compensation Committee approved base salaries for Messrs. Streeter, Kneen and Leech. The President and Chief Executive Officer established Messrs. Rubio and Darling’s 2010 base salaries. Relevant industry and market data were considered and executive compensation benchmark data derived from executive compensation surveys and information relating to our Broad Peer Group were reviewed when making salary determinations. Based on the analysis of this information and the goals and objectives described above in “Compensation Program Components and Underlying Philosophy – Base Salary”, the Compensation Committee and our President and Chief Executive Officer determined the following 2010 base salaries were reasonable:

           2010 Company Performance

          At the beginning of 2010, the Compensation Committee established a Bonus Target Percentage of 100% for each of Messrs. Leech and Kneen. Our President and Chief Executive Officer established a Bonus Target Percentage of 50% for each of Messrs. Rubio and Darling. The Compensation Committee’s Company-wide performance goals for 2010 were to:

	•		Achieve operating income of $70.0 million;
	•		Attain return on investment of 10% ;
	•		Meet or exceed the rolling twelve months average Direct Peer Group EBITDA margin; and
	•		Attain lost time incident frequency (LTIF) of less than 0.65 per million man hours.

          The Compensation Committee also approved the individual performance evaluation criteria recommended by the President and Chief Executive Officer for the named executive officers other than himself. The goals and objectives for all named executive officers includes the specific Company-wide goals listed above as well as individual performance goals specific to his area of expertise and oversight, such as the implementation of a new corporate wide initiative, system or policy. The individual objectives for all other named executive officers are set by his direct supervisor.

          In early 2011, the Compensation Committee reviewed our actual performance relative to the set Company-wide performance goals for 2010, which were:

	•		Actual operating income of $66.2 million compared to the goal of $70.0 million;
	•		Return on investment of 5% versus the goal of 10%;
	•		EBITDA margin for the period September 30, 2009 to October 1, 2010 of 32% compared to Direct Peer Group EBITDA margin of 26%; and
	•		LTIF of 0.28 for all of the regions compared to the goal of 0.65.

          As not all of our Company-wide performance goals were attained, the Compensation Committee set the Company-Wide Performance Multiplier at 70%. The Compensation Committee also considered, among other factors, individual performance and the competitive market in the industry during 2010 and determined that, to reward individual achievement, maintain a competitive compensation package and retain high quality employees, we needed to pay competitive annual incentive bonuses for 2010, as further described below.

           Chief Executive Officer Annual Cash Incentive Bonus

          Based on the policies described above, the Compensation Committee reviewed all elements of Mr. Streeter’s total compensation for 2010, including his base salary, annual cash incentive bonus and long-term incentive award. Mr. Streeter was also subject to individual objectives, which included working with the Board to ensure a proper succession process is identified and planning in place for key organizational positions, and developing a plan to expand cash flow and earnings through the strength of our balance sheet. Mr. Streeter worked closely with the board during 2010 regarding implementation of a succession process for key organizational positions and developed and submitted to the Board a plan to further expand cash flow and earnings. Based on the Compensation Committee’s review, the Compensation Analysis conducted by Longnecker and other subjective factors, they found Mr. Streeter’s total compensation to be reasonable and below the median market range. Having

reviewed the contribution that Mr. Streeter made to our performance in 2010, the Compensation Committee believed that he continued to demonstrate the integrity, planning and leadership qualities that the executive compensation program was designed to foster and reward. In light of the foregoing, the Compensation Committee concluded that Mr. Streeter’s Bonus Target Percentage should be 100%, his Individual Performance Multiplier should be 100%, and, based upon our Company-Wide Performance Multiplier of 70% and Mr. Streeter’s individual performance, he should receive an annual cash incentive bonus for his 2010 performance in the amount of $427,195.

           Annual Cash Incentive Bonus of Other Named Executive Officers

          The Compensation Committee reviewed all elements of total compensation for Messrs. Kneen and Leech for 2010 in the same manner as it reviewed the total compensation for our President and Chief Executive Officer. Our President and Chief Executive Officer reviewed all elements of total compensation for Messrs. Rubio and Darling in the same manner as the Compensation Committee. The Compensation Committee also considered recommendations from the President and Chief Executive Officer regarding total compensation for Messrs. Kneen, Leech, Rubio and Darling. In addition to the financial goals and objectives listed above, individual objectives for each named executive officer were reviewed, evaluated and considered by the Compensation Committee, or our President and Chief Executive Officer, as appropriate.

Mr. Kneen

          Individual objectives applicable to Mr. Kneen for 2010 included: overall reduction of corporate general and administrative (G&A) costs; establishment of a centralized cash management system; and finalization of a global finance succession plan. During 2010, overall corporate G&A costs decreased by 9.3%, and Mr. Kneen oversaw the establishment of a centralized cash management system. Mr. Kneen also prepared and finalized the global finance succession plan. In light of the foregoing, the Compensation Committee concluded that Mr. Kneen’s Individual Performance Multiplier should be 130%, and, based upon our Company-Wide Performance Multiplier of 70% and Mr. Kneen’s individual performance, he should receive an annual cash incentive bonus for his 2010 performance in the amount of $267,135.

Mr. Leech

          Individual objectives applicable to Mr. Leech for 2010 included: leading and successfully deploying a vessel maintenance system in the Gulf of Mexico; establishing a centralized purchasing system in South East Asia; and ensuring the remaining new vessel construction program was completed on time and within budget. During 2010, Mr. Leech’s successfully deployed the vessel maintenance system in the Gulf of Mexico and established the centralized purchasing system in South East Asia. Through his efforts, our new vessel construction program was completed on time and within budget. In light of the foregoing, the Compensation Committee concluded that Mr. Leech’s Individual Performance Multiplier should be 120%, and, based upon our Company-Wide Performance Multiplier of 70% and Mr. Leech’s individual performance, he should receive an annual cash incentive bonus for his 2010 performance in the amount of $272,125.

Mr. Rubio

          Individual objectives applicable to Mr. Rubio for 2010 included: assisting in the implementation and validation of SAP payroll in Norway; standardizing the variance reporting in Business, Planning and Consolidation reporting module of SAP; and implementing consolidations, initial phase of the Governance, Risk and Compliance module of SAP, electronic banking and XBRL. During 2010, Mr. Rubio oversaw the implementation and validation of SAP payroll in Norway and, through his efforts, was able to standardize the variance reporting for the Business, Planning and Consolidation reporting module of SAP. He was also instrumental in implementing the initial phase of the Governance, Risk and Compliance module of SAP, electronic banking and XBRL during 2010. In light of the foregoing, our President and Chief Financial Officer concluded that Mr. Rubio’s Individual Performance Multiplier should be 153%, and, based upon our Company-Wide Performance Multiplier of 70% and Mr. Rubio’s individual performance, he should receive an annual cash incentive bonus for his 2010 performance in the amount of $120,000.

Mr. Darling

          Individual objectives applicable to Mr. Darling for 2010 included: completing the implementation of SAP human capital management system in Norway; commencement of the global implementation of an automated Talent Management system; and finalization and design and development of a human resources metric dashboard to measure human resources effectiveness. During 2010, Mr. Darling oversaw the completion of SAP human capital management system implementation in Norway as well as the automated Talent Management system. Mr. Darling completed the design and development of the human resources metric dashboard and is currently working on the implementation of such product. In light of the foregoing, our President and Chief Financial Officer concluded that Mr. Darling’s Individual Performance Multiplier should be 144%, and, based upon our Company-Wide Performance Multiplier of 70% and Mr. Darling’s individual performance, he should receive an annual cash incentive bonus for his 2010 performance in the amount of $111,000.

           2010 Grants of Long-Term Incentive Awards

          The Compensation Committee believes long-term incentive awards provide an effective means of executive retention and an incentive to build stockholder value. The determination of the number of shares granted is based on market compensation data as well as the executive’s responsibility and ability to influence the management and our performance.

          Based on the performance of our Common Stock and the Compensation Committee’s review of competitive practices, our financial achievements and individual performance, the Compensation Committee determined awards under our 2010 Omnibus Incentive Equity Plan in the form of restricted stock to our named executive officers for performance in 2010 were reasonable.

          For 2010, the Compensation Committee set the Target Equity Award Percentage at 100% for each of Messrs. Streeter, Leech and Kneen. On January 24, 2011, the Compensation Committee, using its Committee Discretionary Adjustment calculated the number of shares to be awarded to Mr. Streeter to be 17,479 shares of restricted stock, which represented a downward adjustment of 42%; for Mr. Leech to be 11,134 shares of restricted stock, which represented a downward adjustment of 35%; and for Mr. Kneen to be 16,515 shares of restricted stock, which represented an upward adjustment of 3%.

          For 2010, our President and Chief Executive Officer set the Target Equity Award Percentage at 65% for each of Messrs. Rubio and Darling. On March 24, 2011, the President and Chief Executive Officer awarded Mr. Rubio 5,958 shares of restricted stock and Mr. Darling 5,686 shares of restricted stock.

          Present Company policy is to issue restricted stock awards to all of our U.S. employees at the same time in March, therefore, all restricted stock awards, including those for our top three named executive officers, were granted on March 24, 2011, when the average of the high and low stock price was at $43.51 per share. The value of restricted stock used by the Compensation Committee to determine the number of restricted shares to award for Messrs. Streeter, Kneen, and Leech on January 24, 2011, was $610,279, $576,621, and $388,744, respectively. The value of the restricted stock granted to Messrs. Streeter, Kneen and Leech reflected in the 2010 Summary Compensation Table is higher because of the increase in our share price from January 24, 2011, to March 24, 2011.

          The terms of the restricted stock grants are described in the “Outstanding Equity Awards at Year-End” table on page 33 of this proxy statement. No stock options were granted to any named executive officer in 2010.

           Allocation of Short and Long-Term Compensation

          The Compensation Committee chose to allocate the compensation program for our executive officers and key employees between equity-based and non-equity-based compensation in order to balance the policies of supporting long-term performance measures while rewarding yearly performance goals. In 2010, the percentage of short-term to long-term benefits given to Messrs. Streeter, Kneen, Leech, Rubio and Darling is listed below based on the 2010 Summary Compensation Table:

                          ⁽¹⁾ Short-Term Benefits include salary, bonus, non-equity incentive plan awards, insurance premiums paid, club dues, and personal use of our vehicles.

                          ⁽²⁾ Long-Term Benefits include stock awards, matching amounts under the Current EDC Plan and retirement contributions.

Determination of 2011 Annual Base Salary and Incentive Bonus Potential

          In early 2011, the Compensation Committee also considered whether adjustments should be made to the base salaries and incentive bonus potential under the Incentive Base Compensation Plan for the named executive officers for 2011. The Compensation Committee adjusted each of Messrs. Streeter, Kneen and Leech’s base salary and incentive bonus potential based on individual performance, competitive norms, current market conditions and the other factors discussed under “Compensation Components and Underlying Philosophy – Base Salary” and “Compensation Components and Underlying Philosophy – Non-Equity Incentive Plan Compensation” above. The President and Chief Executive Officer determined that Mr. Rubio’s and Mr. Darling’s 2011 compensation should be adjusted as set forth below based on the same factors used to determine the compensation of the other named executive officers. The following table sets forth the 2011 base salaries and the target incentive bonus potential (as a percentage of base salary) for the named executive officers.

            ⁽¹⁾ The President and Chief Executive Officer has an unlimited incentive bonus potential as the Compensation Committee believes there should be flexibility to award amounts in excess of base salary given

attainment of significant achievements above the corporate and individual goals and objectives established for the year.

           ⁽²⁾ Mr. Safier was employed on March 15, 2011. His annual base salary is $245,000, but he will receive only $194,000 in 2011.

Tax Considerations

          Tax regulations limit the deductibility of executive compensation paid to each of our five highest paid executive officers. Compensation paid to any one executive in excess of $1,000,000 will not be deductible unless it is performance-based and paid under a plan that has been approved by stockholders consistent with the requirements of Section 162(m) of the Internal Revenue Code. The Compensation Committee periodically reviews the application of this legislation when reviewing executive compensation; however, the limitation on deductibility of executive compensation has not had a material impact on us to date, and the decision has been to retain the flexibility of the current approach in setting goals and applying discretion where and when required.

           ⁽¹⁾ Awards are valued using an average of the high and low stock price on the grant date of the Common Stock, March 24, 2011, which was $43.51 per share. The number of shares to be awarded to Messrs. Streeter, Kneen, and Leech was calculated by the Compensation Committee on January 24, 2011, using an average of the high and low stock price on that date, or $34.92 per share. The Compensation Committee’s policy is to make compensation decisions for our top three named executive officers, including the number of restricted shares to be awarded, during their January meeting; however, it is presently Company policy to grant compensation awards to all employees in March. The value of restricted stock used by the Compensation Committee to determine the number of restricted shares to award for Messrs. Streeter, Kneen, and Leech on January 24, 2011, was $610,279, $576,621, and $388,744, respectively. The value of the restricted stock granted to Messrs. Streeter, Kneen and Leech reflected in the table is higher because of the increase in our share price from January 24, 2011 to March 24, 2011.

           ⁽²⁾ Represents cash amounts for 2010 which are paid in 2011 under the Incentive Base Compensation Plan. The calculation is based on factors identified by the Compensation Committee and discussed in the “Compensation Discussion and Analysis” on pages 16 to 29 of this proxy statement.

           ⁽³⁾ Represents deferred compensation earnings on salary and other incentive awards that the individual elects to defer where the earnings exceed a market rate specified by SEC rules.

           ⁽⁴⁾ All Other Compensation includes the following:

AGREEMENTS RELATED TO EMPLOYMENT

          Our agreements with Messrs. Streeter, Kneen, Leech and Safier. Mr. Streeter’s agreement became effective December 31, 2006, and was amended and restated effective October 14, 2009. It entitles Mr. Streeter to be employed as President of the Company and certain of our subsidiaries and to receive a minimum annual salary of $630,109. Mr. Kneen’s agreement became effective October 14, 2009, and entitles him to be employed as Executive Vice President and Chief Financial Officer of the Company and certain of our subsidiaries and to receive a minimum annual salary of $303,090. Mr. Leech’s agreement became effective December 31, 2006, and was amended and restated effective October 14, 2009. His agreement entitles him to be employed as Executive Vice President-Operations of the Company and certain of our subsidiaries and to receive a minimum annual salary of $334,462. Mr. Safier’s agreement became effective March 15, 2011, and entitles him to be employed as Vice President — General Counsel and Secretary of the Company and certain of our subsidiaries and to receive a minimum annual salary of $245,000. The current terms of the agreements for Messrs. Streeter, Kneen and Leech expire on December 31, 2011, and for Mr. Safier expires on March 15, 2012, provided that all four employment agreements will be automatically renewed for additional terms of one year each unless 120 days notice is given by us or the executive prior to termination of the then-current term.

          The employment agreements each provide that the executive will be eligible to participate in the Company’s bonus and other benefit plans and in the case of Messrs. Streeter and Leech, be reimbursed for a country club membership and the use of a company vehicle.

          Our agreements with Messrs. Streeter, Kneen, Leech and Safier further provide for certain severance payments and other termination benefits to the executives. Those payments and benefits are described in “Potential Payments upon Termination or Change of Control” beginning on page 35 of this proxy statement.

           ⁽¹⁾ Our restricted stock is issued under our 2010 Equity Incentive Plan and vesting is subject to continued employment with the Company and, while previous performance is considered in making the award, once awarded, the restricted stock is not tied to any level of performance requirements.

           ⁽²⁾ Restrictions on the restricted stock awarded lapse over three years, 1/3 per year. If declared, dividends will be paid on restricted stock awards prior to vesting.

          The following table provides information concerning grants of restricted stock in 2010 based on 2009 compensation.