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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SEACOR Holdings 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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2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316

Notice of 2014
Annual Meeting
And
Proxy Statement

 

2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316

SEACOR Holdings Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 28, 2014

April 10, 2014

To Our Stockholders:

The 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of SEACOR Holdings Inc. (the “Company”) will be held on Wednesday, May 28, 2014, at 11:00 a.m., at 2200 Eller Drive, Fort Lauderdale, FL 33316, for the following purposes:

1.

To elect seven directors to serve until the 2015 Annual Meeting of Stockholders;

2.

To approve, on a non-binding, advisory basis, named executive officer compensation;

3.

To reapprove the Company's Management Incentive Plan;

4.

To approve the SEACOR Holdings Inc. 2014 Share Incentive Plan; and

5.

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

Shareholders will also transact any other business as may properly come before the Annual Meeting and any adjournments thereof.

Only holders of record of the Company’s common stock at the close of business on April 2, 2014, will be entitled to notice of and to vote at the Annual Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of stockholders may be examined.

Your vote is very important! Please complete, sign, date and return the enclosed proxy card, whether or not you expect to attend the Annual Meeting, so that your shares of the Company’s common stock may be represented at the Annual Meeting if you are unable to attend and vote in person. If you attend the Annual Meeting, you may revoke your proxy and vote your shares in person. As a convenience, you may vote by telephone or on the Internet per the instructions on the enclosed proxy card.

For the Board of Directors,

 
Paul L. Robinson
Corporate Secretary

TABLE OF CONTENTS

		Page
SOLICITATION OF PROXIES, VOTING AND REVOCATION	1
General	1
Voting	1
Revocation of Proxies	2
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 28, 2014	2
Solicitation Expenses	2
About SEACOR’s Governance Practices	3
Risk Oversight	4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	5
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS	6
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	7
Board of Directors	7
Director Independence	7
Executive Sessions	7
Communications with the Board or Non-Employee Directors	8
Board Candidate Evaluation	8
Biographical Information	9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	11
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND COMMITTEES THEREOF	11
Meetings	11
Compensation of Directors	11
Non-Employee Director Compensation Table	12
Corporate Governance Guidelines and Codes of Ethics	13
Committees of the Board	13
Nominating and Corporate Governance Committee	13
Audit Committee	14
Compensation Committee	16
COMPENSATION DISCUSSION AND ANALYSIS	17
Executive Summary – 2013 Company Performance and Compensation Actions	17
Executive Compensation Philosophy and Objectives	20
Setting Executive Compensation	20
Setting Compensation in Relation to Performance	22
Elements of Compensation	24
Compensation of the Executive Chairman (the Principal Executive Officer), the Chief Financial Officer (the Principal Financial Officer) and Other Named Executive Officers	28
Executive Officers of the Registrant	34
Employment Contracts/Termination of Employment/Change of Control Agreements	34
Compensation Tables	35
TABLE I – SUMMARY COMPENSATION TABLE	36
TABLE II – GRANTS OF PLAN-BASED AWARDS	37
TABLE III – OUTSTANDING EQUITY AWARDS	39
TABLE IV – OPTION EXERCISES AND STOCK VESTED	43
TABLE V – NON-QUALIFIED DEFERRED COMPENSATION	44
TABLE VI – POTENTIAL PAYMENTS UPON DEATH, DISABILITY, QUALIFIED RETIREMENT, TERMINATION WITHOUT CAUSE OR A CHANGE OF CONTROL	45
RELATED PERSON TRANSACTIONS	46

SEACOR Holdings Inc.
2200 Eller Drive
P.O. Box 13038
Fort Lauderdale, Florida 33316

PROXY STATEMENT

Annual Meeting of Stockholders
To be Held on May 28, 2014

SOLICITATION OF PROXIES, VOTING AND REVOCATION

General

This Proxy Statement and the enclosed proxy card are being furnished to holders of record of common stock, $.01 par value per share (“Common Stock”), of SEACOR Holdings Inc., a Delaware corporation (the “Company” or “SEACOR”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 28, 2014, and at any adjournments thereof. This Proxy Statement and the enclosed proxy card are first being mailed to stockholders on or about April 24, 2014.

Voting

The Board has fixed the close of business on April 2, 2014, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Each stockholder of record will be entitled to one vote for each share of Common Stock held as of the Record Date on all matters properly to come before the Annual Meeting, and may vote in person or by proxy. Attendance at the Annual Meeting, in person or represented by proxy, by the holders of record of a majority of all shares of Common Stock issued, outstanding, and entitled to vote constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum for the Annual Meeting. A “broker non-vote” occurs when a bank, broker or other holder of record (“broker”) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

As of the Record Date, there were 20,597,448 shares of Common Stock issued and outstanding.

A list of the Company’s stockholders as of the Record Date will be available for examination by any stockholder, for purposes germane to the Annual Meeting, during ordinary business hours for the ten-day period prior to the date of the Annual Meeting, at the offices of the Company, 2200 Eller Drive, Fort Lauderdale, Florida 33316.

Stockholders are requested to complete, date, sign and promptly return the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. Shares of Common Stock represented by properly executed proxy cards that are received by the Company and not subsequently revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. As a convenience, you may vote by telephone or on the Internet per the instructions on the enclosed proxy card.

Election to the Board requires the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Only votes “for” a director or votes “withheld” are counted to determine whether a plurality has been cast for each director in the election of directors. Abstentions and “broker non-votes,” described above, are not counted for purposes of the election of directors and will not affect the outcome of such election.

For matters other than the election of directors, stockholders may vote “for” the proposal, “against” the proposal, or “abstain” from voting. The affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting is required for approval of those matters. Because abstentions are treated as shares of Common Stock present or represented and voting, abstaining has the same effect as a vote “against.” “Broker non-votes” are counted on routine matters, such as ratification of independent registered public accounting firms, but not counted (or deemed to be present) on other, non-routine matters.

On routine matters, brokers have the discretion to vote shares held in “street name” – a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. Generally, “broker non-votes” occur when shares held by a broker for a beneficial owner are not voted with respect to a non-routine matter because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares because of the non-routine nature of the matter. If your shares are held in “street name” by a broker and you wish to vote on the proposal to elect the directors, or to act upon any other non-routine business that may properly come before the Annual Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, and other routine matters. Except for the proposal to ratify the appointment of Ernst & Young LLP, all other matters at the Annual Meeting are expected to be non-routine.

If you sign and return your proxy card but do not specify how your shares of Common Stock are to be voted, they will be voted FOR election as a director of each of management’s nominees named under “Proposal No. 1 – Election of Directors” in this Proxy Statement and listed under Item 1 of the enclosed proxy card; FOR approval, on a non-binding, advisory basis, of named executive officer compensation as described under “Proposal No. 2 – Advisory Vote on Executive Compensation” in this Proxy Statement and listed under Item 2 of the enclosed proxy card; FOR “Proposal No. 3 – Reapproval of the Company's Management Incentive Plan” in this Proxy Statement and listed under Item 3 of the enclosed proxy card; FOR “Proposal No. 4 – Approval of the SEACOR Holdings Inc. 2014 Share Incentive Plan” in this Proxy Statement and listed under Item 4 of the enclosed proxy card; and FOR “Proposal No. 5 – Ratification of Appointment of Independent Registered Public Accounting Firm” in this Proxy Statement and listed under Item 5 of the enclosed proxy card. If other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for the stockholder.

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

Revocation of Proxies

A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Annual Meeting by: (i) providing written notice to the Secretary of the Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card; or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute a revocation of a previously furnished proxy and stockholders who attend the Annual Meeting in person need not revoke their proxy (if previously furnished) to vote in person.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 28, 2014

This Proxy Statement, the Notice of Annual Meeting of Stockholders, a form of proxy card and the Company’s 2013 Annual Report are available on the Internet at www.seacorholdingsinvestors.com .

In addition, you may find information on how to obtain directions to attend the Annual Meeting and vote in person by submitting a query via e-mail to Investor_Relations@ckor.com .

Solicitation Expenses

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

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

We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $7,500 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact our proxy solicitation agent as follows:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokerage Firms, please call (212) 269-5550.
Stockholders, please call (800) 735-3591.

About SEACOR’s Governance Practices

Board Leadership Structure and Lead Independent Director

The Board believes that there is no single best organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to have Charles Fabrikant, our principal executive officer, serve as Executive Chairman of the Board (the “Executive Chairman”) and Oivind Lorentzen serve as the Chief Executive Officer. In addition, the independent directors have elected a Lead Independent Director (as described in the Company’s Corporate Governance Guidelines, which are available on the Company’s website). Currently, Andrew R. Morse, who was initially elected in February 2011, serves as the Lead Independent Director. The Lead Independent Director, supported by the chairs of the independent committees of the Board, is responsible for assessing the performance of the Executive Chairman and the Chief Executive Officer and protecting against potential management conflicts. The Lead Independent Director and the Executive Chairman are responsible for setting the Board agenda. Mr. Morse is knowledgeable about the Company’s business, having been a member of the Board since June 1998. Mr. Morse also serves as the chair of SEACOR’s Audit Committee, a role the Board believes complements his role as Lead Independent Director. As Lead Independent Director, Mr. Morse (i) confers with the Executive Chairman and the Chief Executive Officer, (ii) convenes and chairs executive sessions of the independent directors, (iii) serves as a liaison between the independent directors and the Executive Chairman and the Chief Executive Officer, as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors, and (iv) is available in appropriate circumstances to discuss or otherwise communicate about corporate governance matters with the Company’s stockholders.

In addition to the Lead Independent Director's role, the chair of each of the three wholly independent key committees of the Board and each individual director are all responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors.

The Board has adopted significant governance processes designed to support the Board’s capacity for objective judgment, including executive sessions of the independent directors at Board meetings, independent evaluation of, and communication with, members of senior management, and rigorous self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company’s website. The Board has also provided mechanisms for stockholders to communicate in writing with the Lead Independent Director, with the non-management and/or independent directors, and with the full Board on matters of significance. These processes are also outlined on the Company’s website.

The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so they may review and request changes. Directors also have unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics.

The Board has in place a succession planning process that includes ongoing consultation with the Executive Chairman and the Chief Executive Officer, and the development of candidates to address future developments and emergency situations.

Risk Oversight

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

The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal compliance, business development, changing business conditions, and initiation of new business lines. The Executive Chairman and the Chief Executive Officer, with the assistance of the Chief Financial Officer, Senior Vice Presidents, Business Unit Leaders, the General Counsel and other key executives, are responsible for, among other risk management measures:

•

obtaining appropriate insurance coverage;

•

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

•

evaluating and identifying risk related to the Company's capital structure in light of a rigorous assessment of its business activities.

The Board routinely reviews and evaluates its risk profile to ensure that the measures implemented by the Company are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Executive Chairman, the Chief Executive Officer and members of the Board both through informal communications, such as e-mail, telephone conference and in-person meetings, and during formal Board meetings. The Board receives quarterly reports from Business Unit Leaders that include a review of risk management issues unique to each Business Unit. Business Unit Leaders also make formal presentations to the Board at least once per year. In addition, the Board meets with a broad group of the Company’s managers at least once a year to permit directors to discuss company matters in a more informal environment than the typical meeting. Several Board members are intimately familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in dialogue with the Executive Chairman, the Chief Executive Officer and appropriate Business Unit Leaders regarding such risks.

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

The Board believes that management’s procedures, combined with Board and Audit Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and divisional perspective, thereby managing and observing the most substantive risks at each level within the Company.

(5)

According to a Schedule 13G amendment filed with the SEC on February 11, 2014 by The Vanguard Group, Inc. (“Vanguard”), Vanguard has sole voting power with respect to 29,075 shares of Common Stock, sole dispositive power with respect to 1,308,029 shares of Common Stock and shared dispositive power with respect to 28,175 shares of Common Stock as of December 31, 2013. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 28,175 shares of the Common Stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 900 shares of the Common Stock as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. Vanguard may be deemed to beneficially own 1,336,204 shares of Common Stock.

(6)

According to a Schedule 13G amendment filed with the SEC on February 14, 2014 by Wellington Management Company, LLP (“Wellington”), Wellington has shared voting power with respect to 1,065,830 shares of Common Stock and shared dispositive power with respect to 2,153,707 shares of Common Stock as of December 31, 2013. Wellington serves as an investment adviser and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 2,153,707 shares of Common Stock, which are held of record by clients of Wellington. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth information regarding beneficial ownership of our Common Stock by: (i) each director of the Company; (ii) each director nominee of the Company; (iii) each Named Executive Officer (as defined herein) of the Company set forth below in the “Compensation Discussion and Analysis”; and (iv) all current directors and executive officers of the Company as a group. Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of April 2, 2014.

Name and Address (1)	Amount and Nature of Beneficial Ownership (2)			Percentage of Class
Charles Fabrikant (3)		1,271,866		6.17%
David Berz (4)		875		*
Pierre de Demandolx (5)		18,581		*
Dick Fagerstal (6)		55,683		*
Oivind Lorentzen (7)		268,106		1.30%
Andrew R. Morse (8)		56,259		*
R. Christopher Regan (9)		39,157		*
Paul Robinson (10)		28,021		*
Richard Ryan (11)		18,894		*
Steven J. Wisch (12)		35,803		*
All current directors and executive officers as a group (11 persons) (13)		2,089,422		10.14%

*

Less than 1.0%.

(1)

Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.

(2)

The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days after the Record Date.

(3)

Includes 549,700 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, and control of (i) Fabrikant International Corporation (“FIC”), of which he is President, the record owner of 348,529 shares of Common Stock; (ii) VSS Holding Corporation, of which he is President and sole stockholder, the record owner of 89,236 shares of Common Stock; (iii) the Article Seven Trust, of which he is a trustee, the record owner of 1,434 shares of Common Stock; (iv) the Charles Fabrikant 1974 Trust, of which he is a trustee, the record owner of 1,540 shares of Common Stock; (v) the Jane Strasser 1974 Trust, of which he is a trustee, the record owner of 1,540 shares of Common Stock; (vi) the Sara J. Fabrikant 2012 GST Exempt Trust, of which he is a trustee, the record owner of 12,000 shares of Common Stock; (vii) Sara Fabrikant, his wife, the record owner of 14,826 shares of Common Stock; (viii) the Estate of Elaine Fabrikant, over which he is the executor, the record owner of 18,995 shares of Common Stock; (ix) the Charles Fabrikant 2012 GST Exempt Trust, of which his wife is a trustee, the record holder of 60,000 shares of Common Stock; (x) the Harlan Saroken 2009 Family Trust, of which his wife is a trustee, the record holder of 800 shares of Common Stock; and (xi) the Eric Fabrikant 2009 Family Trust, of which his wife is a trustee, the record owner of 800 shares of Common Stock; and includes 73,600 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 261,176 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(4)

Includes 750 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(5)

Includes 3,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(6)

Includes 8,800 shares of restricted stock over which Mr. Fagerstal exercises sole voting power and 12,164 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(7)

Includes 56,000 shares of restricted stock over which Mr. Lorentzen exercises sole voting power, 32,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and 63,990 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(8)

Includes 30,928 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

(9)

Includes 5,095 shares of Common Stock that Mr. Regan may be deemed to own through various trusts held for his children and 30,062 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

(10)

Includes 15,760 shares of restricted stock over which Mr. Robinson exercises sole voting power and 600 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(11)

Includes 11,020 shares of restricted stock over which Mr. Ryan exercises sole voting power and 1,200 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(12)

Includes 33,928 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

(13)

The number of shares of our Common Stock owned by all current directors and executive officers includes 652,916 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Board of Directors

Pursuant to applicable Delaware law (the jurisdiction of incorporation of the Company), the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the Company’s By-Laws, as amended (the “By-Laws”), the business and affairs of the Company are managed by or under the direction of the Board. Generally, the Board oversees the management of the Company’s business operations, determines the corporate policies and appoints the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and other executive officers of the Company.

Pursuant to the By-Laws, the number of directors constituting the Board shall be no fewer than five nor more than twelve, as may be fixed from time to time by resolution of a majority of the entire Board. The size of the Board is presently fixed at seven members. The By-Laws provide that directors of the Company are elected annually to serve until the next Annual Meeting of Stockholders or until their earlier resignation or removal. At the Annual Meeting, seven directors are to be elected to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. All of the nominees for director named below are currently directors of the Company. Unless otherwise specified, proxies will be voted FOR the election of each of the nominees named below. The Board does not expect that any of the nominees will be unable to serve as a director. However, if for any reason one or more of the nominees is unable to serve, proxies will be voted for such substitute nominees as the Board may recommend unless otherwise specified in this Proxy Statement.

Director Independence

The Board has adopted standards for determination of director independence in compliance with the Corporate Governance Listing Standards of the NYSE. A copy of the Director Independence - Categorical Standards is available to holders of the Company’s Common Stock free of charge on the Company’s website at www.seacorholdings.com under the link chain “Investors - Corporate Governance – Governance Documents.” A director is deemed independent if the Nominating and Corporate Governance Committee and the Board find that the director is independent under the NYSE’s governance standards and the additional standards approved by the Board, which go beyond those required by the NYSE. The Board evaluates the facts and circumstances of each director candidate. For a director to be deemed independent, the Board must conclude that a director does not have any relationship that is likely to impair his or her ability to act independently.

The Board has affirmatively determined that each member of the Board meets the Company’s independence standards with the exception of Mr. Fabrikant (because he is the current Executive Chairman of the Company) and Mr. Lorentzen (because he is the current Chief Executive Officer of the Company).

Executive Sessions

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

•

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

•

acting as chairman for any Board meetings when the Executive Chairman is not present;

•

conferring with the Executive Chairman and the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Executive Chairman and the Chief Executive Officer) and the Executive Chairman and the Chief Executive Officer as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors;

•

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

•

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

Communications with the Board or Non-Employee Directors

Stockholders or interested parties who wish to communicate with the Board, its Lead Independent Director and/or non-management and independent directors may do so in writing, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to: SEACOR Holdings Inc., Attn: Corporate Secretary, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316 or by e-mail to corporatesecretary@ckor.com . The non-management and independent directors have established procedures for handling communications from stockholders of the Company and directed the Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the non-management and independent directors. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any non-employee director who wishes to review them.

The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. These procedures are published on the Company’s website, at www.seacorholdings.com , under the link chain “Investors - Corporate Governance - Governance Documents.” Such complaints, reports or concerns may be communicated to the Company’s General Counsel or the Chairman of the Audit Committee through a toll-free hotline at 1-866-384-4277 or through an internet based reporting tool provided by EthicsPoint ( www.ethicspoint.com ), each available on an anonymous and confidential basis. Complaints received are logged by the General Counsel, communicated to the Chairman of the Audit Committee and investigated, under the supervision of the Audit Committee, by the General Counsel. In accordance with Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), these procedures prohibit the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.

Board Candidate Evaluation

The process by which Board candidates are identified and assessed begins with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is asked to identify, screen and review individuals qualified to serve as directors and ultimately recommend to the Board candidates for election at the Company’s Annual Meeting of Stockholders. After completing its evaluation, the Nominating and Corporate Governance Committee presents its recommendation to the Board for consideration and approval. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board (including current directors being considered for re-election), and the Board in its consideration of such candidates, consider each candidate’s personal qualifications (particularly in light of the Company’s various lines of business) and how such personal qualifications effectively address the then perceived current needs of the Board. Appropriate personal qualifications and criteria for Board membership include the following:

•

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

•

proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;

•

prior or current association with institutions noted for their excellence;

•

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

•

an understanding of the Company’s businesses and the environment in which the Company operates; and

•

diversity as to business experiences, educational and professional backgrounds and ethnicity.

Having evaluated the Board candidates pursuant to these processes and criteria, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.

The Company will report any material change to this procedure in an appropriate filing with the Securities and Exchange Commission (the “SEC”) and will make any such changes available promptly on the Investor Relations section of the Company’s website at www.seacorholdings.com .

Biographical Information

Set forth below is certain biographical information with respect to each nominee for election as director:

Name	Age	Position	Director Since
Charles Fabrikant	69	Executive Chairman	December 1989
David R. Berz (1)(2)	66	Director	February 2014
Pierre de Demandolx (1)(2)	73	Director	April 1994
Oivind Lorentzen	63	Director and Chief Executive Officer	August 2001
Andrew R. Morse (1)(2)(3)	68	Lead Independent Director	June 1998
R. Christopher Regan (1)(3)	59	Director	September 2005
Steven J. Wisch (2)(3)	52	Director	August 2003

(1)

Member of the Compensation Committee.

(2)

Member of the Nominating and Corporate Governance Committee.

(3)

Member of the Audit Committee.

Charles Fabrikant is Executive Chairman and has been a director of the Company and several of its subsidiaries since the Company's inception in 1989. Effective September 2010, Mr. Fabrikant resigned as President and Chief Executive Officer of the Company and was designated Executive Chairman. Mr. Fabrikant has served as a director and member of the Audit Committee of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. Mr. Fabrikant serves as the Non-Executive Chairman of the Board of the Company's former aviation division, Era Group Inc. (“Era Group”), an international helicopter operator providing transportation services to the offshore drilling industry. He served as the President and Chief Executive Officer of Era Group from October 2011 through April 2012. He is also President of Fabrikant International Corporation (“FIC”), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of the Company. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.

With over thirty years experience in the maritime, transportation, investment and environmental industries and his position as the founder and former President and Chief Executive Officer of the Company, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as a director.

David R. Berz was a partner of Weil, Gotshal & Manges LLP, from August 1985 through December 2013, where he headed the law firm's environmental practice. Mr. Berz is a nationally acknowledged authority on U.S. and international environmental law. As a litigator, he served as lead counsel in civil and criminal environmental matters involving federal and state water, air, and hazardous waste and substance statutes. He regularly counseled multinational corporations and boards of directors in developing environmental compliance and social responsibility programs and serves as environmental counsel to financial institutions. He co-authored the three-volume treatise Environmental Law in Real Estate and Business Transactions and frequently lectures and writes on a broad range of environmental topics. Mr. Berz received the American Bar Association’s 2011 Award for Excellence in Environmental and Resources Stewardship. Mr. Berz serves on the Board of Trustees of the Legal Aid Society of the District of Columbia and on the Board of Governors of the American Jewish Committee. He is past president of the Dean’s Council of the George Washington University School of Law.

Mr. Berz’s extensive knowledge of U.S. and international environmental law has been and will continue to be of invaluable assistance to the Company in complying with local, state, federal and international water and air quality standards.

Pierre de Demandolx has been a general partner of DPH Conseils, a Paris-based shipping and energy consulting company, since October 2003 and a director of Capital Product LP, an international transportation company focused on the crude tanker industry, since November 2011 after its merger with Crude Carriers Corp. He was a director of Crude Carriers Corp. from March 2010 until October 2011. From April 1999 until October 2003, Mr. de Demandolx was the Managing Director of Petroleum Development and Diversification, a London-based consulting agency. From 1995 until September 2001, he was a director of Compagnie Nationale de Navigation (“CNN”), a Paris-based public shipping company owned by Worms et Cie until 1998, and owned by Compagnie Maritime Belge until 2001. Mr. de Demandolx was the Chief Executive Officer of CNN from September 1990 to June 1996. From 1996 until October 1997, Mr. de Demandolx was the Chairman of the Board of Héli-Union, a Paris-based helicopter transportation company.

Mr. de Demandolx’s extensive experience in the shipping and energy industries adds great value to the Board as his experience is directly related to the Company’s lines of business and adds perspective to the Compensation Committee of which he is a member.

Oivind Lorentzen was appointed Chief Executive Officer of the Company in September 2010. He is also a director of the Company's former aviation division, Era Group. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., a Stamford, Connecticut based investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its Board of Directors until December 2005. Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry, from 2000 to 2008. Mr. Lorentzen is also a director of Blue Danube, Inc., a privately owned corporation engaged as an inland marine service provider, and a director of Genesee & Wyoming Inc., an owner and operator of short line and regional freight railroads.

Mr. Lorentzen adds a valuable perspective to the Board given his strong background in finance in the maritime industry, having served as the CEO of an investment management and ship-owning company specializing in ship finance.

Andrew R. Morse has been a Managing Director and Senior Portfolio Manager of Morse, Towey and White, a wholly-owned wealth management unit of High Tower Advisors Inc., a Chicago based firm of investment advisors since July 31, 2010. In addition, Mr. Morse serves on the Board of Directors of High Tower Advisors Inc. Mr. Morse was a managing director and senior portfolio manager of UBS Financial Services, Inc. from October 2001 until July 2010. Mr. Morse was Senior Vice President-Investments of Salomon Smith Barney Inc. of New York, an investment banking firm, and Smith Barney Inc., its predecessor, from March 1993 to October 2001. Mr. Morse sits on numerous philanthropic boards and is Treasurer of the American Committee of the Weizmann Institute of Science and serves on the Management Committee of the Weizmann Institute of Science in Rehovot, Israel. Mr. Morse served as a director of Seabulk International, Inc. both before and following its merger with the Company in July 2005 until March 2006.

Mr. Morse’s deep experience in wealth management and corporate finance provides a valuable resource to the Board. In addition, his finance experience through advising high net worth individuals and investment entities adds a valuable perspective to the Board and makes him well qualified to serve as Chairman of the Audit Committee. In addition, foreign governments have sought his experience on international corporate finance with respect to issues such as complex energy crisis management and other significant matters of public policy related to the Company’s lines of business.

R. Christopher Regan is Co-Founder and, since March 2002, Managing Director, of The Chartis Group, a management consultancy group offering strategic, operational, risk management, governance and compliance advice to U.S. healthcare providers, suppliers and payers. Prior to co-founding The Chartis Group in 2001, Mr. Regan served from March 2001 to December 2001 as President of H-Works, a healthcare management consulting firm and a division of The Advisory Board Company. From January 2000 through December 2000, Mr. Regan served as Senior Vice President of Channelpoint, Inc., a healthcare information services company. Mr. Regan also serves as a Trustee of Hamilton College and Ascension Health Ventures.

Mr. Regan’s experience providing advice regarding business valuations, risk management, financial governance and compliance adds to the Board’s breadth of experience on these important factors, and especially benefits the Compensation and Audit Committees, of which he is a member.

Steven J. Wisch has been the Managing Partner of El Dorado Partners, LLC, an investment firm since 2013. Mr. Wisch was a Co-Founder of IREO, an Indian real estate development fund from 2005 through 2013 and the Co-Founder and Managing Partner of India Equity Partners, an Indian private equity fund, from 2006 through 2013. From November 2003 through 2005, Mr. Wisch was President of Related Investments, a New York based private investment firm. From December 2001 through August 2002, Mr. Wisch was Chief Operating Officer of The 9/11 United Services Group, a New York based not-for-profit organization. In December 2001, Mr. Wisch retired as a Partner and Managing Director of Goldman, Sachs & Co., an international investment bank, where he was employed from 1983 through 1985 and again from 1987 through December 2001. Mr. Wisch also serves on the Boards of Louis Dreyfus Commodities Holdings, the U.S.-India Business Council, and Channel Control Merchants, LLC. Mr. Wisch serves on various advisory boards at Stanford University including the Global Studies Task Force, The School of Humanities and Sciences' Advisory Council and The Center for South Asia. Mr. Wisch is Co-Chairman of The Ramer Institute in Berlin, Germany, and is a member of the Council on Foreign Relations.

Mr. Wisch’s experience with the Company dates back to his time at Goldman Sachs. He introduced Goldman Sachs to SEACOR and Goldman Sachs became an early investor in the Company. He also worked on the Company’s initial public offering. His strong finance background and international and investment banking experience qualify him as a financial expert and bring significant value to the Audit Committee of which he is a member.

Voting. Directors will be elected by a plurality of the shares of Common Stock represented in person or by proxy at the Annual Meeting. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that each director and executive officer of the Company and each person owning more than 10% of the Common Stock report his or her initial ownership of Common Stock and any subsequent changes in that ownership to the SEC. The Company is required to disclose in this Proxy Statement any failure to file or late filings of such reports with respect to the most recent fiscal year.

Based solely upon a review of copies of forms furnished to the Company or written representations from certain reporting persons that no Form 5s were required for such reporting persons, the Company believes that during the 2013 fiscal year all Section 16(a) filing requirements were satisfied.

INFORMATION RELATING TO THE BOARD OF DIRECTORS AND
COMMITTEES THEREOF

Meetings

During the year ended December 31, 2013, the Board held ten meetings. The Board also took action pursuant to Unanimous Written Consent on four occasions. Each of the directors attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which they served during their tenure in 2013. Although the Company does not have a formal policy requiring Board members to attend the Annual Meeting, all six Board members then serving attended the Company’s 2013 Annual Meeting.

Compensation of Directors

Directors who are also officers of the Company receive no remuneration by reason of such directorship and are not compensated for attending meetings of the Board or standing committees thereof. During 2013, non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 per meeting for telephonic attendance.

The SEACOR Holdings Inc. Amended 2007 Share Incentive Plan, as amended through April 23, 2012 (the “Amended Share Incentive Plan”), is administered by the Board or by a committee designated by the Board, under which each non-employee director is granted options and shares of Common Stock. It is the policy of the Board to

award annual equity grants to each non-employee director consisting of 3,000 options to purchase shares of Common Stock and 500 shares of Common Stock at its regularly pre-scheduled annual meetings. The 500 shares of Common Stock granted are delivered in four equal installments beginning with the date of such annual meeting and on the dates that are three, six, and nine months thereafter (each such installment of shares, until the delivery date thereof, “Unvested Stock Award”). These grants are made on dates previously established by the Board and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards. If our 2014 Share Incentive Plan is approved, future grants to directors will be made under the new plan.

The exercise price of the options granted is the fair market value per share of Common Stock on the date the options were granted. Options are exercisable at any time following the earlier of the first anniversary of, or the next Annual Meeting after, the date of grant, for a period of up to ten years from the date of grant. Subject to the accelerated vesting of options upon a non-employee director’s death or disability or a change in control of the Company, if a non-employee director’s service as a director of the Company is terminated, his or her options that are not then exercisable will terminate. A non-employee director’s options that are vested but not exercised may, subject to certain exceptions, be exercised within one year after the date of termination of service as a director in cases of termination by reason of voluntary retirement, failure of the Company to nominate such director for re-election or failure of such director to be re-elected by stockholders after nomination by the Company, or termination of service as a director by reason of death or disability. If a non-employee director’s service as a director of the Company terminates for any reason, any and all Unvested Stock Awards will terminate.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2013.

Name	Fees earned or paid in cash (4) ($)			Stock Awards (5) ($)			Option Awards (6) ($)			Total ($)
David R. Berz (1)(2)(7)		—			—			—		—
Pierre de Demandolx (1)(2)(8)		94,000			41,869			81,390		217,259
Richard Fairbanks (9)		3,322			10,840			—		14,162
Blaine V. Fogg (10)		6,022			10,555			—		16,577
John Hadjipateras (11)		26,589			8,849			—		35,438
Andrew R. Morse (1)(2)(3)(12)		128,000			41,869			81,390		251,259
R. Christopher Regan (1)(3)(13)		122,000			41,869			81,390		245,259
Steven Webster (14)		4,022			10,555			—		14,577
Steven J. Wisch (2)(3)(15)		116,000			41,869			81,390		239,259

(1)

Member of the Compensation Committee.

(2)

Member of the Nominating and Corporate Governance Committee.

(3)

Member of the Audit Committee.

(4)

Non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 for each meeting attended by telephone.

(5)

On June 26, 2013, each of the non-employee directors was granted 500 shares of Common Stock (consistent with the previous year). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 without regard to forfeitures for stock-based compensation (Formerly FAS 123R). Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 12 of the Consolidated Financial Statements in the Company’s 2013 Annual Report on Form 10-K. The shares of Common Stock are delivered in four equal installments beginning with the date of grant and on the dates that are three, six and nine months thereafter.

(6)

On June 26, 2013, each of the non-employee directors was granted 3,000 options to purchase shares of Common Stock (consistent with the previous year). The dollar amount of option awards set forth in this column is equal to the grant date fair value of such option awards calculated in accordance with FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Notes 1 and 12 of the Consolidated Financial Statements in the Company’s 2013 Annual Report on Form 10-K. The options are exercisable at any time following the earlier of the first anniversary of, or the next annual meeting after, the date of grant, provided that such non-employee director continues to serve as a director of the Company on that date, subject to earlier acceleration upon death, disability, voluntary retirement or change in control.

(7)

Mr. Berz joined the Board on February 10, 2014, and received no compensation in 2013.

(8)

As of December 31, 2013, Mr. de Demandolx had 3,000 outstanding options to purchase Common Stock, of which none were exercisable.

(9)

Mr. Fairbanks resigned from the Board on January 23, 2013.

(10)

Mr. Fogg resigned from the Board on January 14, 2013 to join the board of Era Group upon its spin-off from the Company.

(11)

Mr. Hadjipateras resigned from the Board on April 11, 2013.

(12)

As of December 31, 2013, Mr. Morse had 34,794 outstanding options to purchase Common Stock, of which 31,794 were exercisable.

(13)

As of December 31, 2013, Mr. Regan had 30,062 outstanding options to purchase Common Stock, of which 27,062 were exercisable.

(14)

Mr. Webster resigned from the Board on January 14, 2013 to join the board of Era Group upon its spin-off from the Company.

(15)

As of December 31, 2013, Mr. Wisch had 33,928 outstanding options to purchase Common Stock, of which 30,928 were exercisable.

Corporate Governance Guidelines and Codes of Ethics

SEACOR has adopted a set of Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Supplemental Code of Ethics. A copy of each of these documents is available on the Company’s website at www.seacorholdings.com , under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: Investor_Relations@ckor.com .

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

Committees of the Board

The Company has three standing committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The charter of each such committee is available on the Company’s website at www.seacorholdings.com , under the link chain “Investors - Corporate Governance - Governance Documents” and is also available to stockholders in print without charge upon written request to the Company’s Investor Relations Department, 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, or via e-mail to: Investor_Relations@ckor.com .

Nominating and Corporate Governance Committee

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

•

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s Annual Meeting of Stockholders and to fill Board vacancies;

•

recommending modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing Board candidates, including those related to Board candidates submitted for consideration by stockholders;

•

reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

•

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

•

overseeing the evaluation of the Board and management;

•

recommending changes in director compensation; and

•

various governance responsibilities.

Charter and Meetings. The Nominating and Corporate Governance Committee held one meeting during the last fiscal year. The Nominating and Corporate Governance Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.seacorholdings.com , under the link chain “Investors - Corporate Governance - Governance Documents.”

Each Nominating and Corporate Governance committee member has been determined by the Board to be “independent” within the meaning of the NYSE listing standards. The current members of the Nominating and Corporate Governance Committee are Messrs. Berz, de Demandolx, Morse and Wisch (Chair).

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

To identify new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from its members, other members of the Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of candidates to the Board, considers each candidate’s personal qualifications (particularly in light of the Company’s various lines of business) and how such personal qualifications effectively address the then perceived current needs of the Board. Appropriate personal qualifications and criteria for Board membership include the following:

•

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

•

proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;

•

prior or current association with institutions noted for their excellence;

•

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

•

an understanding of the Company’s businesses and the environment in which the Company operates; and

•

diversity as to business experiences, educational and professional backgrounds and ethnicity.

The Nominating and Corporate Governance Committee has the authority to retain a search firm to assist it in these efforts. After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval.

The Nominating and Corporate Governance Committee evaluated the director nominees and recommended that the Board nominate each director nominee named above for re-election.

Stockholder Recommendations. The Nominating and Corporate Governance Committee considers director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the procedures required under the Company’s By-Laws for nomination of directors by stockholders and described in this Proxy Statement under the heading “Stockholder Nomination of Directors.” Stockholder nominations that comply with these procedures and meet the criteria outlined above will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive.

Audit Committee

Committee Function. The Audit Committee assists the Board to fulfill its responsibility to oversee:

•

management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;

•

the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);

•

the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;

•

the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;

•

risk management and controls, which include assisting management in identifying and monitoring risks, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board); and

•

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

Charter and Meetings. The Audit Committee held ten meetings during the last fiscal year. The charter of the Audit Committee is available on the Company’s website at www.seacorholdings.com under the link chain “Investors - Corporate Governance - Governance Documents.”

The current members of the Audit Committee are Messrs. Morse (Chair), Regan and Wisch. The Board has determined that all members of the Audit Committee are “independent” and “financially literate” under the applicable rules of the NYSE. The Board has further determined that Mr. Morse is an “Audit Committee Financial Expert” within the meaning of the regulations of the SEC, and is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the rules promulgated under the Exchange Act. Additionally, each member of the Audit Committee meets the heightened requirement for independence set forth in the Sarbanes-Oxley Act.

The Audit Committee’s role is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee recognizes that Company management, including the internal audit staff, or outside provider of such services, and the independent registered public accounting firm has more time, knowledge and detailed information about the Company than do Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent registered public accounting firm’s work.

The Audit Committee’s principal responsibilities include: (i) appointing and reviewing the performance of the independent registered public accounting firm; (ii) reviewing and, if appropriate and necessary, pre-approving audit and permissible non-audit services of the independent registered public accounting firm; (iii) reviewing the adequacy of the Company’s internal and disclosure controls and procedures; (iv) reviewing and reassessing the adequacy of the Company’s charter; (v) reviewing with management any significant risk exposures; (vi) reviewing with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements; (vii) reviewing and discussing with management and the independent registered public accounting firm all critical accounting policies and practices used by the Company and any significant changes thereto; (viii) reviewing and discussing with management, the independent registered public accounting firm and the internal auditor any significant findings during the year, including the status of previous audit recommendations; (ix) assisting the Board in monitoring compliance with legal and regulatory requirements; and (x) establishing and maintaining procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

AUDIT COMMITTEE REPORT

In connection with the Company’s consolidated financial statements for the year ended December 31, 2013, the Audit Committee has:

•

reviewed and discussed the audited financial statements with management;

•

discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by PCAOB Auditing Standard No. 16, Communications with Audit Committees; and

•

received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with Ernst & Young LLP that firm's independence.

Based on the review and discussions with the Company’s management and the independent registered public accounting firm, as set forth above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for filing with the SEC.

The foregoing report is respectfully submitted by the Audit Committee.

Andrew R. Morse
R. Christopher Regan
Steven J. Wisch

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under those Acts.

Compensation Committee

Committee Function.     The Compensation Committee, among other things:

•

approves, either on its own or in consultation with the Company’s independent directors, the compensation of the Executive Chairman, the Chief Executive Officer, other executive officers, and certain officers or managers of a Business Unit or subsidiary who receive an annual base salary of more than $300,000;

•

evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;

•

reviews, approves and makes recommendations with respect to changes in incentive compensation and equity-based plans;

•

approves all grants of stock options and restricted stock awards;

•

reviews and makes recommendations with respect to director compensation;

•

prepares a report to be included in the Company’s annual proxy statement; and

•

conducts an annual performance self-evaluation.

The Chairman of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Executive Chairman, the Chief Executive Officer and the General Counsel, if requested. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The Chairman of the Compensation Committee reports the actions of the Compensation Committee regarding compensation of executive officers to the full Board. The General Counsel supports the Compensation Committee in its duties and may be delegated certain administrative duties in connection with the Company’s compensation programs. The Compensation Committee has the sole authority to retain compensation consultants to assist in the evaluation of director or executive officer compensation. The Compensation Committee determined not to employ a compensation consultant with respect to 2014 compensation. Data required by the Compensation Committee was collected by the Company's Legal and Finance departments from outside data services, such as Equilar’s research database, a resource for analyzing executive compensation and executive pay trends, and through publicly available compensation-related information.

Charter and Meetings.     The Compensation Committee met four times in 2013 and acted by Unanimous Written Consent on three occasions. The Compensation Committee meets as frequently as circumstances dictate but not less than once a year. The charter of the Compensation Committee is available on the Company’s website at www.seacorholdings.com , under the link chain “Investors - Corporate Governance - Governance Documents.”

The Compensation Committee consists entirely of “non-employee directors,” as defined by Rule 16b-3 under the Exchange Act, all of whom satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Board has determined that each of the directors serving on the Compensation Committee is “independent” within the meaning of the listing standards of the NYSE.

Interlocks and Insider Participation.     The members of the Compensation Committee during fiscal year 2013 were Messrs. De Demandolx, Morse and Regan (Chair). Mr. Berz joined the Compensation Committee in February 2014. Each member of the Compensation Committee is an independent director. No member of the Compensation Committee: (i) was an officer or employee of the Company or any of its subsidiaries during 2013; (ii) was formerly an officer of the Company or any of its subsidiaries; or (iii) served on the board of directors of any other company any of whose executive officers served on the Company’s Compensation Committee or its Board.

Our Executive Chairman, Chief Executive Officer and Chief Financial Officer, as well as the other executive officers included in the Summary Compensation Table on page 36, are referred to as the “Named Executive Officers” or “NEOs” throughout this Proxy Statement.

Our Business Environment

The segments in which we operate are fragmented with many competitors and are driven by macroeconomic conditions that influence the need for our services. The Company's financial success and growth are dependent on maintaining a relevant asset base for its lines of business, anticipating trends in logistics and equipment design and market movements, maintaining efficient operations spread over many geographic regions, building the business organically as well as finding new investments and acquisitions to build on existing businesses, pro-actively managing its cash and balance sheet, ensuring access to capital, and finding new investment opportunities. Mergers and acquisitions, divestitures, the successful formation and maintenance of joint ventures, designing and building new equipment and trading assets are all essential elements of the Company's business.

In 2013, we engaged in several significant corporate transactions, including:

(i)

the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment, by means of a dividend to SEACOR's stockholders of all the issued and outstanding common stock of Era Group, which is now an independent company whose common stock is listed on the New York Stock Exchange under the symbol “ERA”;

(ii)

the entry into an agreement with Hyundai Heavy Industries Co., Ltd. (“HHI”), through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two Very Large Gas Carriers (“VLGCs”) with expected deliveries in 2014 and an option to purchase up to three additional VLGCs (the “HHI Transaction”);

(iii)

the execution of agreements and arrangements with Dorian (Hellas) S.A. (“Dorian”) and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG, Ltd., a Marshall Islands company and an affiliate of Dorian (“Dorian LPG”), for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG the ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian the ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG (the “Dorian Transactions”);

(iv)

termination of the Company's $360.0 million unsecured Revolving Credit Facility Agreement;

(v)

the placement of $230.0 million aggregate principal amount of its 3.00% convertible senior notes due 2028 (the “Convertible Notes”) receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses; and

(vi)

entry into a Contract for Construction with National Steel and Shipbuilding Company (“NASSCO”), a wholly-owned subsidiary of General Dynamics Corporation, through Seabulk Tankers, Inc., for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016, with an option for a fourth vessel (the “NASSCO Transaction”).

In 2013, the Company:

•

achieved a 77% year-over-year increase in operating income to $100.0 million;

•

increased after-tax earnings from continuing operations by $21.9 million to $47.2 million;

•

earned a 90% year-over-year increase in diluted earnings per common share from continuing operations to $2.32;

•

increased the cash and near cash asset position by $331.9 million to $825.6 million; and

•

sold property and equipment for net proceeds of $274.3 million ($263.9 million in cash and $10.4 million in seller financing). Specifically, during the year ended December 31, 2013, the Company sold:

•

nineteen offshore support vessels and other equipment for net proceeds of $174.1 million and gains of $40.3 million, of which $28.6 million was recognized currently and $11.7 million was deferred. In addition, the Company recognized previously deferred gains of $0.1 million;

•

sixteen dry cargo barges, eight 30,000 barrel tank barges and other equipment for net proceeds of $30.1 million and gains of $6.6 million, of which $3.7 million was recognized currently and $2.9 million was deferred. In addition, the Company recognized previously deferred gains of $2.9 million; and

•

eight harbor tugs and other equipment for net proceeds of $62.2 million and gains of $15.4 million, of which $3.2 million was recognized currently and $12.2 million was deferred. In addition, the Company recognized an impairment charge of $3.0 million related to two U.S.-flag harbor tugs while under construction, which were sold and leased back upon their completion.

Consideration of Say-On-Pay Vote Results

At the Company's 2013 Annual Meeting of Stockholders, a non-binding, advisory vote was taken with respect to the compensation of the Company's Named Executive Officers. Stockholders expressed substantial support for the compensation of the Company's Named Executive Officers, with over 92% of the votes cast in favor of the “say-on-pay” advisory resolution approving the Company's Named Executive Officer compensation. The Compensation Committee considered the results of the 2013 advisory vote and also considered other factors in evaluating the Company's executive compensation programs as discussed in this Compensation Discussion and Analysis.

Significant 2013 Compensation Actions

For 2013, the Compensation Committee continued to structure our senior executives' pay packages so that a significant portion of their 2013 compensation was dependent upon performance. These actions included the following:

•

keeping salaries at 2012 levels (which, for most individuals have not increased from levels set in 2007);

•

adjustments in annual cash bonuses awarded in response to and individual performance; and

•

slightly reduced equity awards.

Current Executive Compensation “Best Practices”

For 2013, we employed the following executive compensation best practices:

•

Froze Base Salaries.     In 2013, we generally kept our NEOs' base salaries the same since 2007.

•

Deferred 40% of Annual Bonuses.     We continued our practice of deferring payment of 40% of our NEOs' annual bonuses to subsequent years, with 20% to be paid in the first quarter of 2015 and the remaining 20% to be paid in the first quarter of 2016.

•

Five-Year Vesting of Restricted Stock and Stock Options.     Typically, approximately one-half of each executives' long-term incentive grant is delivered as stock options (priced at four designated quarterly dates throughout the year of grant) and one-half as restricted stock, each of which has a five-year vesting period.

•

Peer Benchmarking Practices.     While we reviewed general market data to set 2013 compensation levels, we did not target any particular level against a set peer group as we do not believe a completely comparable group exists.

•

Implemented a Clawback Policy.     The Company implemented a clawback policy applicable to our NEOs' executive compensation starting in 2013.

•

No Repricing or Replacing Outstanding Stock Options.     We have never repriced or replaced any of our outstanding stock options.

•

No Perquisites.     We do not grant perquisites to our NEOs that are different from the perquisites available to all our employees generally.

•

No Tax Gross-ups.     We have never provided any tax gross-up payments to NEOs and have no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

•

No Excessive Severance Payments.     We have no termination arrangements with our NEOs, and there are no excessive severance payments in case of their termination of employment.

•

No Hedging By Our NEOs.     The Company has adopted prohibitions against hedging of Company stock.

•

No Pledging By Our NEOs.     The Company has adopted prohibitions against pledging of Company stock.

•

No Guaranteed Bonuses.     We believe that bonuses should reflect actual company and individual performance. Therefore, we do not guarantee bonus payments to our NEOs.

•

No Common Performance Metrics Used for Annual and Long-Term Incentives.     As detailed below, we use different performance metrics for our annual and long-term incentive plans.

•

No Employment Contracts with NEOs.     We do not maintain any employment contracts with our NEOs.

•

No Severance Agreements with NEOs.     We do not maintain any severance agreements with our NEOs.

•

No Change-of-Control Agreements with NEOs.     We do not maintain any change-of-control agreements with our NEOs.

Executive Compensation Philosophy and Objectives

The Company seeks to align the interests of its executive officers and key managers with those of its stockholders by granting stock options and awarding restricted stock under an extended vesting schedule of five years. Using five-year vesting for both restricted stock and stock option awards reflects the Company's expectation that senior executives with influence over the Company's strategic decisions regard themselves as long-term owners with values consistent with long-term stockholders, which is evident by the significant amount of equity voluntarily held by senior executives long after equity awards have vested. In addition, the Company's payout of bonuses over three years, with 60% distributed in the first year and 20% distributed in each of the following two years, further demonstrates the Company's philosophy of rewarding longer-term financial and operating performance.

Setting Executive Compensation

Oversight of Compensation Programs

The Compensation Committee is responsible for overseeing our senior executive compensation programs. See page 16 of this Proxy Statement for more information on the role and responsibilities of the Compensation Committee in its review of executive compensation and related corporate governance, and page 4 of this Proxy Statement for a discussion of the Company's assessment of risk related to its compensation programs.

Use of Compensation Consultants

The Compensation Committee determined not to employ a compensation consultant in determining or recommending the amount or form of officer or director compensation for 2013. Data required by the Compensation Committee was collected by the Company's Legal and Finance departments and outside data services, such as Equilar and reviewed and discussed from time to time at Compensation Committee meetings.

Role of Executive Officers in Compensation Decisions

In evaluating executive compensation, both the Executive Chairman and the Chief Executive Officer focus on senior employees and their progress in meeting individual goals in relation to how well their peers, their respective business units and the entire Company have performed. In a series of informal group discussions and formal Compensation Committee meetings typically held in the latter part of each year through March of the following year, the Compensation Committee, the Executive Chairman and the Chief Executive Officer meet to review the following factors in setting compensation for senior executives:

(i)

the Company’s corporate transactions, financial results and projections;

(ii)

the individual performance of the Company’s executive officers and the overall performance of each business unit;

(iii)

the Executive Chairman’s and the Chief Executive Officer’s recommendations; and

(iv)

prevailing conditions in the job market.

Role of the Compensation Committee

In addition, the Compensation Committee considers the following factors:

(i)

market comparisons for cash and equity compensation;

(ii)

the potential for future roles within the Company;

(iii)

the risk in not retaining an individual;

(iv)

total compensation levels before and after the recommended compensation amounts;

(v)

compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and

(vi)

the fact that the Company has not entered into employment contracts and does not provide perquisites, supplemental retirement or severance programs.

The Compensation Committee also meets in executive session to consider the factors above for senior executives and to utilize these factors in evaluating the Executive Chairman's and the Chief Executive Officer's proposed compensation and performance. Additional meetings of the Compensation Committee are held as appropriate to review and approve stock option grants and restricted stock awards to newly hired employees or to current employees in connection with promotions within the Company.

Consideration of Risk from Compensation Program

The Compensation Committee considers the impact the compensation program has on the Company's risk management efforts. The Compensation Committee believes that the Company's compensation program is structured to provide proper incentives for executives to balance risk and reward appropriately and in accordance with the Company's risk management philosophy, particularly by having a significant portion of the executives' compensation vest over a three- to five-year time line. Compensation distributed over a period of years serves to reinforce the benefit of long-term decision making and the Compensation Committee's ability to reward decisions that, although they may have a perceived short-term negative effect, serve the Company's (and our stockholders') best interests in the long-term.

Deductibility of Executive Compensation

The Company reviews the total expenses attributed to executive compensation, and the accounting and tax treatment of such programs. The Company addressed the impact of Section 162(m) of the Internal Revenue Code by obtaining stockholder approval of the Management Incentive Plan (the “MIP”), which is submitted for reapproval in Proposal No. 3, and by allowing certain grants under the Amended Share Incentive Plan to qualify as performance-based compensation. Three of the five Named Executive Officers participated in the MIP for 2013. The Compensation Committee considers the benefits Section 162(m) of the Internal Revenue Code provides for federal income tax purposes and other relevant factors when determining executive compensation. However, the Compensation Committee may, from time to time, approve compensation that is not deductible under Section 162(m) of the Internal Revenue Code if it determines that it is in our best interest not to do so.

Clawback Policy

Effective for fiscal 2013, the Company adopted a policy whereby it will seek to recoup compensation paid to NEOs in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of: 1) the material noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.

Policy Against Pledging and Hedging Company Securities

During fiscal 2013, the Company revised its Policy on Insider Trading to prohibit hedging and pledging of Company securities by our directors, senior officers and employees.

Setting Compensation in Relation to Performance

The Company evaluated and set 2013 executive compensation in the context of the current economic conditions, the Company’s performance and the performance of its key personnel. Compensation decisions are determined with a view toward ensuring that management avoids high-risk strategies and does not focus principally on short-term results. Although, as discussed below, the Company utilizes performance targets in setting certain bonus and equity awards in accordance with Section 162(m) of the Internal Revenue Code, the Company believes reasoned judgment, rather than automatic formulas, is the appropriate basis by which to set compensation, and the use of its discretion to alter awards based on performance targets. The Company believes using formulas alone may foster an environment that encourages short-sighted decisions intended to meet formulaic goals rather than work toward long-term benefits. Consequently, the Company constructs its compensation incentives to reward consistent and durable performance.

In measuring returns and performance of management, the Compensation Committee subjectively weighs, among other factors:

•

stockholder returns on equity on both a before and after-tax basis;

•

operating cash flow for the Company and its business units;

•

returns on operating assets;

•

cash generated relative to cost of replacement;

•

quality of the asset base;

•

results of trading assets;

•

tax strategies and cash retention;

•

financing activity;

•

degree of risk inherent in the balance sheet;

•

success of corporate strategies, mergers and acquisitions and divestitures; and

•

effective use of finance strategies.

The Compensation Committee does not pre-establish performance targets for any of the above-mentioned factors or assign a weighting to any of the various factors.

For 2013, the Compensation Committee reviewed the Company’s performance and that of its business segments and compared these results based on the foregoing parameters to those achieved by other companies in similar lines of business to the extent that comparison was possible. The Compensation Committee considered competitive compensation levels and pay practices within industries that hire personnel with the types of leadership, operating, financial and legal skills required to oversee and grow the Company’s business, such as shipping, banking, finance, law, investment management, private equity, logistics and commodity trading. It receives data on pay practices of companies in the shipping business, energy services, finance and leasing, investment management and industrial manufacturing sectors. Due to differences in reporting and accounting practices, levels of balance sheet leverage and quality of asset base, the Compensation Committee does not believe industry performance “benchmarks” are useful or appropriate. Due to differences in corporate strategies and responsibilities of executive officers and key managers, the Compensation Committee and management also believe it is not useful or appropriate to “benchmark” compensation of its officers to those at any single group of other companies.

The Compensation Committee's Subjective Consideration

The Compensation Committee’s compensation philosophy is that subjective consideration of the different elements described herein is necessary to provide the flexibility to make appropriate compensation decisions without solely relying on the use of formulas or benchmarking. Consequently, the Compensation Committee believes it is in the Company’s and the Stockholders' best interest to conduct its own research regarding executive compensation,

which includes a review of executive compensation at companies with similar business lines to that of the Company and a review of compensation at other entities that compete with the Company to employ executives with skills and specialties similar to those possessed by the Company’s executives.

Market Information

The Compensation Committee also reviews reports on executive compensation trends issued by respected publications, and compiles compensation information through Equilar, proxy statements, compensation-related public disclosures, industry trade journals and other sources. The companies with obviously similar lines of operating business considered in connection with the Compensation Committee’s compensation analysis include: Bristow Group, GATX Corporation, GulfMark Offshore, Inc., Hornbeck Offshore Services, Inc., Kirby Corporation, Nabors Industries Ltd., Oceaneering International, Inc., Overseas Shipholding Group, Inc., Tidewater Inc. and Transocean Ltd. The Compensation Committee also considers compensation practices at various investment banking institutions and private equity funds, as it believes the skill sets of its executives overlap with those required by those institutions. The Compensation Committee does not target any particular percentile or comparative level of compensation for executive officers. It does, however, assess the general competitiveness of proposed compensation levels.

Elements of Compensation

Overview

Alignment with our executive compensation philosophy is achieved through the executive compensation components for our senior executives, including our Named Executive Officers, outlined below.

Compensation Element		Compensation Objectives and Principles		Relation to Performance	2013 Actions/Results
Base Salary - Fixed annual cash; paid on a semi-monthly basis.		•	Compensate NEOs for services rendered during the year in the form of fixed cash compensation.	Increases in base salary reflect market positioning, economic conditions and the Compensation Committee's assessment of company and individual performance over the prior year.	Base salaries were unchanged from 2012 and generally unchanged from 2007.
		•	Base salary levels are set to reflect the NEO's role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness.
Annual Bonus - Cash, paid 60% in the year awarded and 20% in each of the next two subsequent years.		•	Reward senior executives, including NEOs, for performance over a one-year period.	Annual bonuses reflect company and individual performance.	Bonus awards were adjusted from 2012 levels in response to company and individual performance.
		•	Payment is not guaranteed and levels vary according to company and individual performance.
Long-Term Incentives (LTI) -		•	Align NEOs’ interests with those of the Company's stockholders and drive long-term value creation.	Prior-year Company and individual performance are two of several factors the Compensation Committee considers when determining the size of the LTI grants for a given year.	Approximately 50% of NEOs' LTI grant was in stock options for 2013. Approximately 50% of NEOs' LTI grant was in Restricted Stock for 2013.
•	Stock Options - Typically, approximately one-half of each executives' LTI grant is delivered as Stock Options with a five-year vesting period and priced at four designated quarterly dates throughout the year of grant.
		•	Pay for performance.
		•	Reward NEOs for long- term growth.
		•	Attract, retain and reward NEOs for company and individual performance.
•	Restricted Stock - Typically, approximately one-half of the executive's LTI grant is delivered as Restricted Stock.
Health and Welfare Benefits - Eligibility to participate in our broad- based health and welfare plans, e.g., health insurance.		•	Identical to benefits provided to all Company employees.	Not directly related to performance. Reflects competitive pay practice.	No significant actions regarding health and welfare benefits in 2013.
		•	Attract, retain and motivate.
Retirement Plans - Eligibility to participate in our broad-based 401(k) plan for all employees.		•	Identical to benefits provided to all company employees.	Not directly related to performance. Reflects competitive pay practice.	No significant actions regarding retirement plans in 2013.
		•	Attract, retain and motivate.
Perquisites - None		•	The Company does not provide any perquisites.	The Company believes existing pay practices are sufficient to attract and retain senior management.	No actions with respect to perquisites in 2013.

Base Compensation

Base salary levels reflect the experience and skill required for executing the Company’s business strategy and overseeing its businesses and operations. The Compensation Committee places an emphasis on the compensation for the Executive Chairman and the Chief Executive Officer to ensure it reflects operating performance and strategic direction. Together with Messrs. Fabrikant and Lorentzen, the Compensation Committee also reviews the compensation of the other Named Executive Officers and select senior officers to achieve the correct balance of incentives to appropriately reward and retain the Company’s executives and maximize their performance over the long-term.

As explained above, the Compensation Committee determined not to increase the base salary of any of the Named Executive Officers in 2013, which generally have remained unchanged since 2007. Base salary is established at levels designed to be consistent with professional and market norms based on relevant experience. An increase in base salary will be awarded to reflect increased responsibility, success in meeting market conditions, growth in job performance, and cost of living changes. The Executive Chairman and the Chief Executive Officer assess senior employees on their progress in meeting individual goals in relation to how well their peers and the entire Company perform.

The Compensation Committee considers the following factors in setting base salaries:

•

the Company’s results and projections for the current fiscal year;

•

conditions in the job market;

•

job performance;

•

industry conditions and market compensation levels, generally;

•

potential for future growth roles within the Company; and

•

the risk in not retaining an individual.

Base salary levels for senior managers are also set in recognition of the fact that the Company has no:

•

formal retirement program or severance plans;

•

supplemental employee retirement program;

•

employment agreements or pre-committed bonuses;

•

perquisites;

•

gross-up provisions; or

•

non-ordinary course benefit plans.

The chart below details the 2013 base salaries for our NEOs:

BASE SALARIES

Named Executive Officer	2012 Base Salary ($)	2013 Base Salary ($)			Change %			Rationale
Charles Fabrikant Executive Chairman	700,000		700,000			—		Base salary levels reflect the NEO's role and responsibilities, value to the Company, experience and performance, internal equity and market competitiveness.
Richard Ryan Senior Vice President and Chief Financial Officer	350,000		350,000			—		See above.
Oivind Lorentzen Chief Executive Officer	700,000		700,000			—		See above.
Paul Robinson Senior Vice President, General Counsel and Secretary	350,000		350,000			—		See above.
Dick Fagerstal Senior Vice President Corporate Development and Finance	350,000		350,000			—		See above.

Annual Bonus

Bonus awards are discretionary. Management and the Compensation Committee believe that determining bonuses on a case-by-case basis for each individual is the best approach for the Company.

The Company adopted, and the stockholders approved, the MIP under which maximum cash bonuses are based on objective, quantitative performance criteria. Under Section 162(m) of the Internal Revenue Code, in order for compensation in excess of $1,000,000 paid in any year to any “covered employee” (as currently defined in Section 162(m) of the Internal Revenue Code – a company’s principal executive officer and any of such company’s three other most highly compensated executive officers named in the proxy statement (not including the chief financial officer)) to be deductible by the Company, such compensation must qualify as “performance based.” Bonus amounts payable under the MIP are based on performance criteria that qualify such bonus amounts as performance based for purposes of the exemption from the limitations of Section 162(m) of the Internal Revenue Code. This allows the Company to take advantage of a deduction with respect to bonuses paid under the MIP to any covered employees who earn in excess of $1,000,000. Under the terms of the MIP, notwithstanding the achievement of any performance criteria, the Compensation Committee retained and, for 2013, exercised its discretion to reduce all awards under the MIP.

With reference to the MIP performance targets, but using no formula, the Compensation Committee determined cash and equity bonus awards ( i.e. , reducing the amounts otherwise payable under the MIP) by considering the Company’s financial performance and that of its business units and investments, taken in context of the overall business environment, and each individual’s contribution to that performance without providing particular weight to any individual factor. The Compensation Committee, in conjunction with the Executive Chairman and the Chief Executive Officer, also evaluated the performance of senior managers in achieving specific initiatives, such as executive corporate transactions and financings, improving safety records, controlling costs, increasing output of work and creativity in performing assigned responsibilities. Performance was reviewed for senior managers in a multi-year context, considering contributions to decisions and strategies initiated in the past that may affect the present.

The chart below details the 2013 annual bonuses for our NEOs:

ANNUAL BONUS

				Payments
Named Executive Officer	2013 Bonus ($)			Q1 2014 (60%) ($)			Q1 2015 (20%) ($)			Q1 2016 (20%) ($)
Charles Fabrikant Executive Chairman		2,200,000			1,320,000			440,000			440,000
Richard Ryan Senior Vice President and Chief Financial Officer		675,000			405,000			135,000			135,000
Oivind Lorentzen Chief Executive Officer		1,300,000			780,000			260,000			260,000
Paul Robinson Senior Vice President, General Counsel and Secretary		500,000			300,000			100,000			100,000
Dick Fagerstal Senior Vice President Corporate Development and Finance		300,000			180,000			60,000			60,000

The cash component of bonus compensation is paid over three years, 60% in the year awarded (for services in the prior calendar year) and 20% in each of the next two subsequent years. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. This rate is set and approved by the Compensation Committee. The objective is to establish a retention system that links executives to the outcome of their decisions over a period of years.

Long Term Incentives

The Company believes that the use of equity awards to align the interests of senior employees with the Company’s long-term growth has proven successful in fostering a sense of ownership. It is the policy of the Compensation Committee to approve annual equity grants at regularly pre-scheduled meetings. These grants are made on dates previously established by the Compensation Committee and the Company does not time the release of non-public information for the purpose of affecting the value of equity awards.

Stock Options

Stock option awards, in any given year, are made for service during the preceding calendar year, but are priced in four equal installments during the immediately following calendar year on dates set by the Compensation Committee (such date for each installment, a “Grant Date”). The Compensation Committee has determined that, by pricing stock options four times per year, the exercise prices would more approximately mirror share price levels during the year and reduce the random nature of pricing once per year. The first date is on or about March 4 and the following three dates are established at three-month intervals. In 2014, the Compensation Committee approved stock option awards for 2013 service on March 6, and set subsequent quarterly pricing dates on June 4, September 4 and December 4. The option price for each grant is based on the closing price of the Company’s shares on the Grant Date. The stock option awards vest ratably over five years.

Based on the Compensation Committee's determination, the Named Executive Officers were granted the following stock options for 2013:

STOCK OPTIONS

	Annual Option Grant Amount			Vesting on March 4 of each year
Named Executive Officer				2015			2016			2017			2018			2019
Charles Fabrikant Executive Chairman		30,000			6,000			6,000			6,000			6,000			6,000
Richard Ryan Senior Vice President and Chief Financial Officer		—			—			—			—			—			—
Oivind Lorentzen Chief Executive Officer		30,000			6,000			6,000			6,000			6,000			6,000
Paul Robinson Senior Vice President, General Counsel and Secretary		5,000			1,000			1,000			1,000			1,000			1,000
Dick Fagerstal Senior Vice President Corporate Development and Finance		—			—			—			—			—			—

Restricted Stock

The Company awards restricted stock that vests ratably over five years. Based on the Compensation Committee's determination, the Named Executive Officers were granted the following amounts of restricted stock for 2013:

RESTRICTED STOCK

	Annual Restricted Stock Grant Amount			Vesting on March 4 of each year
Named Executive Officer				2015			2016			2017			2018			2019
Charles Fabrikant Executive Chairman		22,000			4,400			4,400			4,400			4,400			4,400
Richard Ryan Senior Vice President and Chief Financial Officer		—			—			—			—			—			—
Oivind Lorentzen Chief Executive Officer		22,000			4,400			4,400			4,400			4,400			4,400
Paul Robinson Senior Vice President, General Counsel and Secretary		5,000			1,000			1,000			1,000			1,000			1,000
Dick Fagerstal Senior Vice President Corporate Development and Finance		—			—			—			—			—			—

Stock Ownership

The Company has no formal policy requiring employees to retain vested restricted stock or options, but it prefers that executive officers maintain ownership and considers this factor when determining compensation packages.

The Compensation Committee annually reviews grant history and dispositions of options and restricted stock to determine if awards serve the purpose of building ownership.

Compensation of the Executive Chairman (the Principal Executive Officer), the Chief Financial Officer (the Principal Financial Officer) and O ther Named Executive Officers

Executive Chairman (Principal Executive Officer): Mr. Charles Fabrikant (Age: 69)

As described above, the Compensation Committee did not use a formula to determine Mr. Fabrikant’s salary, bonus and equity awards for 2013. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final

compensation for Mr. Fabrikant was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.

In establishing base and bonus compensation for Mr. Fabrikant, the Compensation Committee considered as reference points pay and benefit practices in the legal profession, finance and investment businesses, as well as practices of operating businesses similar to those in which the Company has invested. The Compensation Committee obtains information regarding these reference points from publicly available filings and survey material, but does not ascribe particular weight to any specific reference point.

For 2013, the Compensation Committee considered Mr. Fabrikant's role in creating long-term stockholder value by, in particular, successfully completing the following corporate transactions:

(i)

the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment, by means of a dividend to SEACOR's stockholders of all the issued and outstanding common stock of Era Group, now an independent company whose common stock is listed on the New York Stock Exchange under the symbol “ERA”;

(ii)

the entry into an agreement with HHI, through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two VLGCs with expected deliveries in 2014 and an option to purchase up to three additional VLGCs;

(iii)

the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG the ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian the ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG;

(iv)

termination of the Company's $360.0 million unsecured Revolving Credit Facility Agreement;

(v)

the placement of $230.0 million aggregate principal amount of its 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses; and

(vi)

entry into a Contract for Construction with NASSCO, through Seabulk Tankers, Inc., for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016, with an option for a fourth vessel.

The achievements outlined above and the successful operation of the Company's diverse business units led to the following results in 2013:

•

achievement of a 77% year-over-year increase in operating income to $100.0 million;

•

increase of after-tax earnings from continuing operations by $21.9 million to $47.2 million;

•

earning a 90% year-over-year increase in diluted earnings per common share from continuing operations to $2.32;

•

increase in the cash and near cash asset position by $331.9 million to $825.6 million; and

•

sale of property and equipment for net proceeds of $274.3 million ($263.9 million in cash and $10.4 million in seller financing). Specifically, during the year ended December 31, 2013, the Company sold:

•

nineteen offshore support vessels and other equipment for net proceeds of $174.1 million and gains of $40.3 million, of which $28.6 million was recognized currently and $11.7 million was deferred. In addition, the Company recognized previously deferred gains of $0.1 million;

•

sixteen dry cargo barges, eight 30,000 barrel tank barges and other equipment for net proceeds of $30.1 million and gains of $6.6 million, of which $3.7 million was recognized currently and $2.9 million was deferred. In addition, the Company recognized previously deferred gains of $2.9 million; and

•

eight harbor tugs and other equipment for net proceeds of $62.2 million and gains of $15.4 million, of which $3.2 million was recognized currently and $12.2 million was deferred. In addition, the Company recognized an impairment charge of $3.0 million related to two U.S.-flag harbor tugs while under construction, which were sold and leased back upon their completion.

The Compensation Committee recognized that decisions made and actions taken by Mr. Fabrikant years earlier facilitated the successful implementation of these corporate actions, and were key in the development of the Company's global operations, while delivering solid financial performance, positioning for future growth, providing strong leadership and cultivating a talented management team. The Compensation Committee believes Mr. Fabrikant executed the corporate initiatives described above while providing improved results. The Compensation Committee also considered the improved results in the Company's offshore marine and shipping services business lines.

In particular, in determining the fiscal 2013 compensation for Mr. Fabrikant, the Compensation Committee considered the financial and non-financial factors described above, as well as the following additional skills:

•

leadership experience, professional experience, ability to teach and train, communication skills and unique combination of business and legal background;

•

development and growth of diverse business units, the divestiture of which has unlocked significant stockholder value;

•

deal-making and transactional skills, particularly his experience with international business transactions;

•

familiarity with sophisticated capital markets and broad asset classes; and

•

experience in developing interrelated businesses, particularly in the shipping, inland, offshore and energy industries.

In setting Mr. Fabrikant's bonus for the 2013 fiscal year, the Compensation Committee focused on the Company's successful spin-off of Era Group, the placement of the Convertible Notes and its entry into various commercial arrangements, including the HHI Transaction, the Dorian Transactions and the NASSCO Transaction, and the overall results for the Company, which generally increased year-over-year.

The Compensation Committee determined that Mr. Fabrikant's base salary for 2014 should remain the same as in the prior year at $700,000. His bonus was increased from $1,500,000 for 2012 to $2,200,000 for 2013, his stock option grant award remained the same with options to purchase 30,000 shares of Common Stock, and his restricted stock award was slightly increased from 20,000 shares for 2012 to 22,000 shares for 2013. The Compensation Committee noted Mr. Fabrikant has a history of holding a meaningful percentage of restricted stock once vested and has generally waited to exercise most of his stock options near their dates of expiration.

As a result of his original investment in the Company and such retention of equity awards, Mr. Fabrikant beneficially owns 1,271,866 shares of Common Stock, representing a beneficial ownership stake of over 5% of the Company's outstanding Common Stock. The Compensation Committee believes such holdings demonstrate Mr. Fabrikant's commitment to the Company in both his capacity as an executive and as a stockholder. Although Mr. Fabrikant's compensation is slightly higher than the other Named Executive Officers, the Compensation Committee believes Mr. Fabrikant's solid results as the Company's steward and primary architect of its growth and diversification over the past 26 years, his 42 years of experience in shipping and related businesses, his professional skills, visibility in financial circles and familiarity with a wide range of different businesses merit the compensation awarded to him.

Chief Financial Officer (Principal Financial Officer): Mr. Richard Ryan (Age: 59)

As described previously, the Compensation Committee did not use a formula in determining Mr. Ryan’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final

compensation for Mr. Ryan is not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.

Mr. Ryan is a certified accountant in the United Kingdom, where he started his career in the UK Atomic Energy Authority. He holds an MBA from the University of East Anglia. Prior to joining the Company, he worked for one of the Company’s Offshore Marine Services' competitors in their accounting departments in the United States, Singapore and the United Kingdom. Mr. Ryan was recruited to the Company in 1996 as International Controller and, prior to his appointment as Chief Financial Officer in September 2005, served as SEACOR Marine International’s Chief Operating Officer.

Mr. Ryan, in addition to being responsible for managing all financial personnel and supervising reporting and preparation of financial statements, is responsible for internal controls, overseeing information technology and risk management, supervising human resources, complying with public reporting requirements and the Sarbanes-Oxley Act, and providing services to the Board and the business units, including development of analytical tools for understanding the operating performance of the different business units of the Company. In order to handle these responsibilities, the Executive Chairman, the Chief Executive Officer and the Compensation Committee believe that familiarity with international transactions, accounting experience and background in operations are important skills.

Mr. Ryan played a central role in the execution of the Company's strategic acquisitions and divestitures, which included due diligence, planning and oversight of all of the Company's 2013 transactions. In particular, Mr. Ryan had a significant role in (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment; (ii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; and (iii) the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses.

Taking into account Mr. Ryan's skills and experience in handling investor relations, his leadership of the financial group, his efforts in improving financial administration, the overall performance of the Company and the financial and non-financial factors described above, the Compensation Committee determined that Mr. Ryan's base salary for 2014 should remain the same as in the prior year at $350,000 and his bonus was increased from $475,000 (inclusive of his special one-time bonus of $75,000) for 2012 to $675,000 for 2013. Mr. Ryan did not receive equity in respect of fiscal year 2013.

Chief Executive Officer: Mr. Oivind Lorentzen (Age: 63)

As described previously, the Compensation Committee did not use a formula in determining Mr. Lorentzen’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Lorentzen was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provided the flexibility necessary to make appropriate compensation decisions.

Mr. Lorentzen is the Chief Executive Officer and a director of the Company. Mr. Lorentzen, who shares executive responsibilities with Mr. Fabrikant, has vast experience and a deep background in shipping and industrial businesses, particularly in South America. Mr. Lorentzen provides strategic direction with the Company's debt offerings, joint ventures and acquisitions.

In establishing base and bonus compensation for Mr. Lorentzen, the Compensation Committee considered as reference points pay and benefit practices in the finance and investment businesses, as well as practices of operating businesses similar to those in which the Company has invested. The Compensation Committee obtains information regarding these reference points from publicly available filings and survey material, but does not ascribe particular weight to any specific reference point.

For 2013, the Compensation Committee considered Mr. Lorentzen's role in creating long-term stockholder value by, in particular successfully completing the following corporate transactions: (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment, by means of a dividend to SEACOR's stockholders of all the issued and outstanding common stock of Era Group, now an independent company whose common stock is listed on the New York Stock Exchange under the symbol “ERA”; (ii) the entry into an agreement with HHI, through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two VLGCs with expected deliveries in 2014 with an option to purchase up to three additional VLGCs; (iii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; (iv) the termination of its $360.0 million unsecured Revolving Credit Facility Agreement; (v) the successful placement of $230.0 million aggregate principal amount of its 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses; and (vi) the entry into a Contract for Construction with NASSCO, through Seabulk Tankers, Inc., for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016 with an option for a fourth vessel.

The achievements noted above and the successful operation of the Company's diverse business units led to the following results in 2013:

•

achievement of a 77% year-over-year increase in operating income to $100.0 million;

•

increase of after-tax earnings from continuing operations by $21.9 million to $47.2 million;

•

earning a 90% year-over-year increase in diluted earnings per common share from continuing operations to $2.32;

•

increase in the cash and near cash asset position by $331.9 million to $825.6 million; and

•

sale of property and equipment for net proceeds of $274.3 million ($263.9 million in cash and $10.4 million in seller financing). Specifically, during the year ended December 31, 2013, the Company sold:

•

nineteen offshore support vessels and other equipment for net proceeds of $174.1 million and gains of $40.3 million, of which $28.6 million was recognized currently and $11.7 million was deferred. In addition, the Company recognized previously deferred gains of $0.1 million;

•

sixteen dry cargo barges, eight 30,000 barrel tank barges and other equipment for net proceeds of $30.1 million and gains of $6.6 million, of which $3.7 million was recognized currently and $2.9 million was deferred. In addition, the Company recognized previously deferred gains of $2.9 million; and

•

eight harbor tugs and other equipment for net proceeds of $62.2 million and gains of $15.4 million, of which $3.2 million was recognized currently and $12.2 million was deferred. In addition, the Company recognized an impairment charge of $3.0 million related to two U.S.-flag harbor tugs while under construction, which were sold and leased back upon their completion.

The Compensation Committee believes Mr. Lorentzen executed the corporate initiatives described above while providing improved results in the Company's offshore marine and shipping services business lines.

The Compensation Committee believes that the following financial and non-financial factors and skill sets will be used in determining future compensation:

•

leadership experience and conservative management philosophy;

•

deal-making and transactional skills, particularly his experience with international business transactions;

•

experience in developing a wide variety of businesses and related operations, particularly in the shipping, inland, offshore and energy industries; and

•

ability to lead, teach and train others.

The Compensation Committee determined that Mr. Lorentzen's base salary for 2014 should remain the same as in the prior year at $700,000. His bonus was increased from $1,000,000 for 2012 to $1,300,000 for 2013, his stock option grant remained the same at options to purchase 30,000 shares of Common Stock and his restricted stock award was slightly increased from 20,000 shares for 2012 to 22,000 shares for 2013.

Senior Vice President, General Counsel and Corporate Secretary: Mr. Paul Robinson (Age: 47)

As described previously, the Compensation Committee did not use a formula in determining Mr. Robinson’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Robinson is not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.

Mr. Robinson joined the Company in October 2007 as Senior Vice President, General Counsel and Corporate Secretary. From 1999 through June 2007, Mr. Robinson held various positions at Comverse Technology, Inc., including Chief Operating Officer, Executive Vice President, General Counsel and Secretary. Mr. Robinson also was a director at Verint Systems Inc. and Ulticom, Inc. Prior to that, Mr. Robinson was an associate attorney at Kramer, Levin, Naftalis & Frankel, LLP, counsel to the United States Senate Committee on Governmental Affairs with respect to its special investigation into illegal and improper campaign fund-raising activities during the 1996 federal election, and an associate attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Robinson received a B.A. in Political Science and was Phi Beta Kappa from State University of New York at Binghamton in 1989 and a J.D., cum laude, from Boston University School of Law in 1992.

Mr. Robinson's base compensation reflects his experience in operating the legal department of an international public company, legal knowledge and experience, and background in operations acquired during his years with other public companies. Mr. Robinson's bonus for the year ending 2013 reflects the Company's performance, his management of significant corporate transactions, complex commercial litigations and class actions, acquisitions, dispositions, securities filings, financings, and enhancing the Company's legal flexibility and reducing its costs. In determining Mr. Robinson's compensation, the Compensation Committee considered his leadership of the legal group, the overall performance of the Company and the financial and non-financial factors described above.

In particular, for 2013, the Compensation Committee considered Mr. Robinson's role in overseeing the legal aspects in several significant corporate transactions, including: (i) the spin-off of Era Group, the company that operated SEACOR's Aviation Services business segment; (ii) the entry into an agreement with HHI, through a subsidiary of SEACOR Ocean Transport Inc., for the construction of two VLGCs with expected deliveries in 2014 and an option to purchase up to three additional VLGCs; (iii) the execution of agreements and arrangements with Dorian and its affiliates under which the Company agreed to (a) subscribe for shares of common stock of Dorian LPG for a net cash investment of approximately $112.5 million, (b) contribute to Dorian LPG ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI, (c) sell to Dorian ownership of a subsidiary that is party to a contract for the construction of one VLGC with HHI and (d) assign to Dorian LPG its rights with respect to the vessels under option with HHI; and Dorian agreed to (w) contribute to Dorian LPG three VLGCs and certain other vessels currently owned by Dorian affiliates, (x) transfer to Dorian LPG the ownership interest in the Company subsidiary acquired from the Company referred to above, (y) assign to Dorian LPG its rights with respect to the vessels under option with HHI and (z) transfer its vessel management activities to Dorian LPG; (iv) the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028; and (v) the entry into a Contract for Construction with NASSCO for the construction and purchase of three 50,000 DWT (deadweight tonnage) product tankers for expected delivery in May 2016, March 2017 and October 2016 with an option for a fourth vessel.

The Compensation Committee recognized the significant legal work required to facilitate the successful completion of these corporate actions and determined that Mr. Robinson's base salary for 2014 should be increased from $350,000 to $450,000 and his bonus should remain the same at $500,000 (without taking into account his special one-time bonus of $150,000 for 2012). His stock option grant award was decreased from options to purchase 7,000 shares to 5,000 shares of Common Stock, and his restricted stock award was decreased from 6,000 shares to 5,000 shares.

Senior Vice President Corporate Development and Finance: Dick Fagerstal (Age: 53)

As described previously, the Compensation Committee did not use a formula in determining Mr. Fagerstal’s salary, bonus and equity awards. The Compensation Committee made a subjective determination based upon the factors described below. Each of the factors was considered independently and together as a group, such that the final compensation for Mr. Fagerstal was not dependent on any one factor or any specific combination of factors. The Compensation Committee believes that the subjective consideration of these different elements provides the flexibility necessary to make appropriate compensation decisions.

Mr. Fagerstal has been associated with the Company for over 15 years. He holds an MBA from New York University. His prior experience was that of a commercial banker working with the shipping industry. Mr. Fagerstal served as Chief Financial Officer of Chiles Offshore, Inc., a publicly-traded affiliate of the Company prior to its sale, and also has experience in raising capital in the public markets and banking sector. He is responsible for managing the Company’s cash, overseeing compliance with debt covenants, and maintaining relationships with banks and rating agencies. He also works closely with the business units supporting acquisition activities.

Mr. Fagerstal's base compensation reflects his experience in banking and public company administration, knowledge base in shipping and offshore activities, and background in operations acquired during his years with Chiles Offshore, Inc. Mr. Fagerstal's bonus for the year ending 2013 reflects the Company's performance, the results of investments made in prior years in which his involvement was integral, and his successful renegotiation of various banking arrangements, including enhancing the Company's flexibility and reducing its costs. In particular, for 2013, the Compensation Committee considered Mr. Fagerstal's role in overseeing the financial aspects of several significant corporate transactions, including the termination of the Company’s $360.0 million unsecured Revolving Credit Facility Agreement and the successful placement of $230.0 million aggregate principal amount of the Company’s 3.00% convertible senior notes due 2028, receiving net proceeds from the offering of approximately $223.7 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses.

In determining Mr. Fagerstal's compensation, the Compensation Committee considered his contribution to operating performance, the overall performance of the Company and the financial factors described above. The Compensation Committee determined that Mr. Fagerstal's base salary for 2014 should remain at $350,000 and his bonus was decreased from $450,000 for 2012 to $300,000 for 2013. Mr. Fagerstal did not receive equity awards in respect of fiscal year 2013.

Executive Officers of the Registrant

Executive officers of the Company serve at the pleasure of the Board of Directors. The following sets forth information regarding John Gellert, an executive officer of the Company as of the date hereof. For information regarding our other current executive officers, Charles Fabrikant, Oivind Lorentzen, Paul Robinson, Richard Ryan and Matthew Cenac, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Senior Vice President and President of Offshore Marine Services: John Gellert (Age 44)

Mr. Gellert joined the Company as a financial and market analyst in 1992, and worked as an assistant to the Chairman for chartering and marketing. He became a Senior Vice President in 2004 and, in July 2005, assumed responsibility for the entire offshore services group. As President of Offshore Marine Services, Mr. Gellert is responsible for the Company’s offshore marine services activities. He oversees day to day trading strategies (asset purchases and acquisitions), chartering, identification of new investment opportunities, new construction opportunities, operations, and is responsible for segment profit and loss and return on capital and property, plant and equipment.

Employment Contracts/Termination of Employment/Change of Control Agreements

As mentioned above, the Named Executive Officers do not have employment, severance or change-of-control agreements with the Company.

Certain plans or arrangements, however, provide for payments to Named Executive Officers upon a termination of employment or a change in control of the Company. The information in the tables below describes and quantifies certain compensation that would become payable under existing plans and arrangements if a Named Executive Officer's employment had terminated on December 31, 2013, given the Named Executive Officer's compensation as of such date and, if applicable, based on the Company's closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company's 401(k) savings plan, disability benefits and accrued vacation pay.

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event and the Company's stock price.

All outstanding cash bonus payments, stock options and restricted stock are payable or vest upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change in control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.” For these purposes, “disability” generally means disability resulting in the Named Executive Officer being unable to perform his job. See Table VI below for the intrinsic value (that is, the value based upon the Company's stock price, and, in the case of stock options, minus the exercise price) of equity awards that would become exercisable or vested if the Named Executive Officer had died or become disabled as of December 31, 2013.

Compensation Tables

Table I sets forth certain compensation information for the Executive Chairman (who is the principal executive officer), the Chief Financial Officer and the next three highest paid executive officers (which includes the Chief Executive Officer, General Counsel and Senior Vice President Corporate Development and Finance) for the years ended December 31, 2013, 2012 and 2011. Table II sets forth all restricted stock and option awards to such Named Executive Officers in 2013 and indicates the price at which options were granted during 2013. Table III sets forth all unvested restricted stock awards and all outstanding option awards at December 31, 2013, to such Named Executive Officers. Table IV sets forth all vesting of restricted stock awards and exercises of options by the Named Executive Officers during 2013. Table V sets forth non-qualified deferred compensation plan activity during 2013 for such Named Executive Officers. Table VI sets forth payments that would be made to such Named Executive Officers under certain plans or arrangements in the event of a termination of employment or a change in control of the Company.

TABLE I

SUMMARY COMPENSATION TABLE (FISCAL YEARS 2013, 2012 and 2011)

The following table sets forth certain compensation information for the Company’s Named Executive Officers in respect to the fiscal years ended December 31, 2013, 2012 and 2011.

Name and Principal Position	Year			Salary ($)			Bonus (1) ($)			Stock Awards (2) ($)			Option Awards (2) ($)			All Other Compensation ($)			Total ($)
Charles Fabrikant (3)		2013			700,000			2,200,000			1,363,400			788,500			26,828			5,078,728
Executive Chairman		2012			700,000			1,500,000			983,400			430,429			40,187			3,654,016
		2011			700,000			500,000			4,918,500			894,485			40,986			7,053,971
Richard Ryan (4)		2013			350,000			675,000			409,020			157,700			12,657			1,604,377
Senior Vice President		2012			350,000			475,000			344,190			143,476			11,367			1,324,033
and Chief Financial Officer		2011			350,000			320,000			491,850			298,162			9,287			1,469,299
Oivind Lorentzen (5)		2013			700,000			1,300,000			1,363,400			788,500			18,465			4,170,365
Chief Executive Officer		2012			700,000			1,000,000			983,400			430,429			11,307			3,125,136
		2011			700,000			500,000			—			894,485			7,082			2,101,567
Paul Robinson (6)		2013			350,000			500,000			477,190			157,700			11,030			1,495,920
Senior Vice President,		2012			350,000			650,000			344,190			143,476			12,333			1,499,999
General Counsel and Secretary		2011			350,000			400,000			491,850			298,162			9,636			1,549,648
Dick Fagerstal (7)		2013			350,000			300,000			340,850			210,267			9,172			1,210,289
Senior Vice President Corporate		2012			350,000			450,000			393,360			200,867			11,664			1,405,891
Development and Finance		2011			335,000			400,000			393,480			357,794			9,277			1,495,551

(1)

Sixty percent (60%) of the bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.5% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”

(2)

The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during 2013, 2012 and 2011 in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 12 of the Consolidated Financial Statements included in the Company’s 2013 Annual Report on Form 10-K.

(3)

“All Other Compensation” for Mr. Fabrikant includes $20,444, $32,687 and $34,951 in 2013, 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $6,384, $7,500 and $6,035 in 2013, 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan, a defined contribution plan established by the Company, effective July 1, 1994, that meets the requirements of Section 401(k) of the Internal Revenue Code.

(4)

“All Other Compensation” for Mr. Ryan includes $6,273, $3,867 and $3,252 in 2013, 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $6,384, $7,500 and $6,035 in 2013, 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(5)

“All Other Compensation” for Mr. Lorentzen includes $12,081, $3,807 and $1,047 in 2013, 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $6,384, $7,500 and $6,035 in 2013, 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(6)

“All Other Compensation” for Mr. Robinson includes $4,646, $4,833 and $3,601 in 2013, 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $6,384, $7,500 and $6,035 in 2013, 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(7)

“All Other Compensation” for Mr. Fagerstal includes $2,788, $4,164 and $3,242 in 2013, 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $6,384, $7,500 and $6,035 in 2013, 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

TABLE II

GRANTS OF PLAN–BASED AWARDS (FISCAL YEAR 2013)

The following table sets forth certain information with respect to grants of share plan-based awards during the year ended December 31, 2013, to each of the Named Executive Officers.

Name	Approval Date			Grant Date			All Other Stock Awards: Number of Shares of Stock or Units (1)(2) (#)			All Other Option Awards: Number of Securities Underlying Options (3)(4) (#)			Exercise or Base Price of Option Awards ($)			Market Price on Grant Date ($)			Grant Date Fair Value of Stock and Option Awards (5) ($)
Charles Fabrikant		3/4/2013			3/4/2013			20,000									68.17			1,363,400
Executive Chairman		3/4/2013			3/4/2013						7,500			68.17			68.17			161,610
		3/4/2013			6/4/2013						7,500			77.51			77.51			186,749
		3/4/2013			9/4/2013						7,500			84.69			84.69			212,743
		3/4/2013			12/4/2013						7,500			92.10			92.10			227,399
Richard Ryan		3/4/2013			3/4/2013			6,000									68.17			409,020
Senior Vice President		3/4/2013			3/4/2013						1,500			68.17			68.17			32,322
and Chief Financial Officer		3/4/2013			6/4/2013						1,500			77.51			77.51			37,350
		3/4/2013			9/4/2013						1,500			84.69			84.69			42,549
		3/4/2013			12/4/2013						1,500			92.10			92.10			45,480
Oivind Lorentzen		3/4/2013			3/4/2013			20,000									68.17			1,363,400
Chief Executive Officer		3/4/2013			3/4/2013						7,500			68.17			68.17			161,610
		3/4/2013			6/4/2013						7,500			77.51			77.51			186,749
		3/4/2013			9/4/2013						7,500			84.69			84.69			212,743
		3/4/2013			12/4/2013						7,500			92.10			92.10			227,399
Paul Robinson		3/4/2013			3/4/2013			7,000									68.17			477,190
Senior Vice President,		3/4/2013			3/4/2013						1,500			68.17			68.17			32,322
General Counsel and Secretary		3/4/2013			6/4/2013						1,500			77.51			77.51			37,350
		3/4/2013			9/4/2013						1,500			84.69			84.69			42,549
		3/4/2013			12/4/2013						1,500			92.10			92.10			45,480
Dick Fagerstal		3/4/2013			3/4/2013			5,000									68.17			340,850
Senior Vice President Corporate		3/4/2013			3/4/2013						2,000			68.17			68.17			43,096
Development and Finance		3/4/2013			6/4/2013						2,000			77.51			77.51			49,800
		3/4/2013			9/4/2013						2,000			84.69			84.69			56,731
		3/4/2013			12/4/2013						2,000			92.10			92.10			60,640

(1)

The amounts set forth in this column reflect the number of shares of restricted stock granted in March 2013. The Company generally provides restricted stock awards that vest in five equal annual installments commencing approximately one year after the date of the award. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company. If cash dividends are paid by the Company, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested.

(2)

Excludes restricted stock granted on March 6, 2014, with respect to 2013 compensation as follows: Mr. Fabrikant – 22,000 shares; Mr. Lorentzen – 22,000 shares; and Mr. Robinson – 5,000 shares.

(3)

Options granted are exercisable in 20% annual increments beginning on March 4, 2014. The options are priced in four equal installments over a one-year period, with the first such installment being priced on the date of grant at an exercise price equal to the market price on that date and the remaining installments being priced quarterly thereafter at a price equal to the closing market price of Common Stock on the date of the pricing. Options not yet exercisable become immediately exercisable upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.

(4)

Excludes stock options granted on March 6, 2014, with respect to 2013 compensation as follows: Mr. Fabrikant – 30,000 shares; Mr. Lorentzen – 30,000 shares; and Mr. Robinson – 5,000 shares. One fourth of such options are exercisable at $89.27 and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of three, six and nine months after the grant date.

(5)

The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 12 of the Consolidated Financial Statements in the Company’s 2013 Annual Report on Form 10-K.