DEF 14A 1 gldd-def14a_20210505.htm DEF 14A gldd-def14a_20210505.htm

 

 

 

 

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

(Amendment No.   )

 

 

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Soliciting Material Pursuant to §240.14a-12

Great Lakes Dredge & Dock Corporation

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

 

TIME AND DATE:

8:00 a.m. Central Time, on Wednesday, May 5, 2021

LOCATION & ONLINE:

The 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) will have a hybrid format, with both in-person and virtual attendance possible.

Great Lakes Dredge & Dock Corporation: 9811 Katy Freeway, Suite 1200, Houston, TX 77024 or online at www.virtualshareholdermeeting.com/GLDD2021

RECORD DATE:

Stockholders of record at the close of business on March 9, 2021 are entitled to notice of, and to vote at, the 2021 Annual Meeting and at any adjournments or postponements thereof.

ITEMS OF BUSINESS:

1.    To elect as directors the two nominees named in the attached Proxy Statement to serve for three-year terms expiring at the 2024 Annual Meeting of Stockholders, and to hold office until their respective successors are elected and qualified or until their earlier death, disqualification, resignation or removal.

2.    To ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

3.    To approve, on a non-binding advisory basis, the Company’s executive compensation.

4.    To approve the Great Lakes Dredge & Dock Corporation 2021 Long-    Term Incentive Plan.

5.    To transact such other business as may properly come before the 2021 Annual Meeting or any postponements or adjournments of the 2021 Annual Meeting.

ADMISSION TO MEETING:

Proof of share ownership will be required for admission to the 2021 Annual Meeting. See “Information About the Annual Meeting and Voting” on page 71 appearing at the end of this Proxy Statement for details.

HOW TO VOTE:

 

 

 

 

 

 

 

 

Your vote is important to us. To make sure your shares are represented and voted at the 2021 Annual Meeting, we encourage you to authorize a proxy to vote your shares in one of the following ways, even if you plan to attend the meeting in person:

     By Telephone.  Call 1-800-690-6903 from the United States or Canada. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.

     By Internet. Visit www.proxyvote.com. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.

     By Mail.  Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.

You can always attend the 2021 Annual Meeting and revoke your proxy by voting in person or www.virtualshareholdermeeting.com/GLDD2021.

 

By Order of the Board of Directors,

 

Houston, Texas

Vivienne R. Schiffer

March 26, 2021

Corporate Secretary

 

As part of our continued safety precautions regarding COVID-19, we are planning for a hybrid Annual Meeting to be held in person at our Company headquarters in Houston, Texas and online www.virtualshareholdermeeting.com/GLDD2021. As always, you are encouraged to vote your shares prior to the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 5, 2021:

The Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020

are available at www.proxyvote.com

 

 


 

 

 

 

 

GLDD.COM

 

9811 KATY FREEWAY, SUITE 1200

HOUSTON, TX 77024

P 346-359-1010

 

 

 

March 26, 2021

 

Dear Fellow Stockholder:

Our Board of Directors joins me in extending to you a cordial invitation to attend the 2021 Annual Meeting of Stockholders of Great Lakes Dredge & Dock Corporation. The meeting will be held on Wednesday, May 5, 2021 beginning at 8:00 A.M. Central Time at our Corporate Headquarters located at 9811 Katy Freeway, Suite 1200, Houston, TX 77024 and via live audio webcast. You may attend the 2021 Annual Meeting of Stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GLDD2021. Please refer to the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement for detailed information on the meeting and each of the proposals to be considered and acted upon at the meeting.

In accordance with U.S. Securities and Exchange Commission rules, we have elected to deliver our proxy materials over the internet to most stockholders. This allows stockholders to receive information on a more timely basis, while lowering printing and mailing costs and reducing the environmental impact of the 2021 Annual Meeting of Stockholders.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. On behalf of the Board of Directors, I urge you to vote your shares by proxy as soon as possible to ensure that your vote is recorded at the 2021 Annual Meeting of Stockholders. You may vote in person at the 2021 Annual Meeting of Stockholders, by telephone, over the internet or, if you have requested paper copies of our proxy materials by mail, by signing, dating and returning the proxy card in the envelope provided.

Our Board of Directors appreciates your continued support of Great Lakes Dredge & Dock Corporation.

Sincerely,

Lawrence R. Dickerson
Chairman of the Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

PAGE

PROXY STATEMENT

1

2021 PROXY SUMMARY

2

CORPORATE GOVERNANCE

5

Governance Framework

5

The Board of Directors and its Committees

6

Leadership Structure of the Board of Directors

9

Governance Documents

10

The Board of Directors’ Role in Enterprise Risk Management

10

Selection of Nominees for the Board of Directors

12

Communicating with the Board of Directors  

13

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

14

Board Composition

14

Vote Required and Recommendation

14

Director Nominees for Election at the 2021 Annual Meeting

15

Other Directors

17

2020 DIRECTOR COMPENSATION

20

Stock Ownership Guidelines for Non-Employee Directors

21

PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

22

Vote Required and Recommendation

22

Matters Related to Independent Registered Public Accounting Firm

23

Audit Committee Pre-Approval Policy for Independent Accountant Services

23

Report of the Audit Committee

23

EXECUTIVE COMPENSATION

25

Compensation Discussion and Analysis

25

Other Compensation Related Matters

40

Compensation Committee Interlocks and Insider Participation

42

Compensation Committee Report

42

Executive Compensation Tables

43

Potential Payments Upon Termination or Change in Control

49

CEO Pay Ratio

55

PROPOSAL NO. 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

57

Vote Required and Recommendation

58

PROPOSAL NO. 4 – ADVISORY VOTE TO APPROVE THE GREAT LAKES DREDGE AND DOCK CORPORATION 2021 LONG-TERM INCENTIVE PLAN

59

Vote Required and Recommendation

66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

67

DELINQUENT SECTION 16(A) REPORTS

69

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

69

EQUITY COMPENSATION PLAN INFORMATION

70

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

71

OTHER MATTERS

74

APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

A-1

APPENDIX B - GREAT LAKES DREDGE AND DOCK CORPORATION 2021 LONG-TERM INCENTIVE PLAN

B-1

 

 


 

PROXY STATEMENT

 

GREAT LAKES DREDGE & DOCK CORPORATION

9811 Katy Freeway, Suite 1200

Houston, TX 77024

 

 

2021 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

 

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Great Lakes Dredge & Dock Corporation, a Delaware corporation, to be voted at the 2021 Annual Meeting of Stockholders, which we refer to as the “Annual Meeting,” the “2021 Annual Meeting” or the “2021 Meeting,” and any adjournment or postponement of the meeting. Throughout this Proxy Statement when the terms “Great Lakes,” the “Company,” “we,” “our,” “ours” or “us” are used, they refer to Great Lakes Dredge & Dock Corporation and its subsidiaries. We sometimes refer to our Board of Directors as the “Board.” The meeting will be held at Great Lakes’ Corporate Headquarters located at 9811 Katy Freeway, Suite 1200, Houston, TX 77024 and will also be conducted via live audio webcast at www.virtualshareholdermeeting.com/GLDD2021, on Wednesday, May 5, 2021, at 8:00 am Central Time, for the purposes contained in the accompanying Notice of Annual Meeting of Stockholders and as set forth in this Proxy Statement.

On March 26, 2021, we made this Proxy Statement and form of proxy available online and mailed to our stockholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access this Proxy Statement and our annual report to stockholders of record as of March 9, 2021 (the “record date”), as permitted by the U.S. Securities and Exchange Commission’s (the “SEC”) rules. We will also mail this Proxy Statement, and the materials accompanying it, to stockholders who have requested paper copies. If you would like to receive a printed copy of our proxy materials by mail, you should follow the instructions for requesting those materials included in the Notice that we mailed to you.

Important Notice: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com. (All website addresses given in this document are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document.)

 

 

 

 


 

2021 PROXY SUMMARY

This summary highlights information contained in this Proxy Statement. This summary does not contain all of the information you should consider, and you should carefully read the entire Proxy Statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

 

Time and Date:  8:00 a.m., Central Time, Wednesday, May 5, 2021

 

Location and Online:  The 2021 Annual Meeting will have a hybrid format, with both in-person and virtual attendance possible. Great Lakes Dredge & Dock Corporation:  9811 Katy Freeway, Suite 1200, Houston, TX 77024. Online at www.virtualshareholdermeeting.com/GLDD2021.

 

Record Date:  March 9, 2021

 

Voting:  Stockholders as of the record date are entitled to vote; each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

AGENDA ITEMS AND BOARD RECOMMENDATIONS

 

Matter

Board

Recommendation

1.  Election of the two directors named in this Proxy Statement.

FOR

EACH NOMINEE

2.  Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021.

 

FOR

3.  Approval, by non-binding vote, of the compensation of the Company’s named executive officers.

FOR

4.  Approval of the Great Lakes Dredge & Dock Corporation 2021 Long-Term Incentive
Plan.

FOR

ELECTION OF DIRECTORS

The nominees for director for a three-year term will be elected provided that they receive the affirmative vote of a plurality of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that, if a quorum is present, the two persons receiving the greatest numbers of votes at the Annual Meeting will be elected to serve as directors. Withholding authority to vote for a director nominee will not affect the outcome of the election of directors. Broker non-votes will have no effect on the election of directors.

 

Board Nominees

Age

Tenure

Committee Memberships

Lasse J. Petterson

64

2016

N/A

Kathleen M. Shanahan

62

2018

Compensation; Safety, Environmental and Sustainability

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP will be ratified as our independent registered public accounting firm for the year ending December 31, 2021, provided the proposal receives the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will be treated as being present and entitled to vote on the matter and, therefore, will have the effect of votes against the proposal.

ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

Named Executive Officer

Title

Lasse J. Petterson

President and Chief Executive Officer

David E. Simonelli

Chief Operating Officer

Mark W. Marinko

Senior Vice President and Chief Financial Officer


2


 

Named Executive Officer

Title

James J. Tastard

Senior Vice President, Chief Human Resources & Administrative Officer

William H. Hanson

Senior Vice President, Government Relations and Business Development

Annette W. Cyr

Former Chief Human Resources and Administrative Officer

Kathleen M. LaVoy

Former Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

The advisory resolution to approve the compensation of our named executive officers will be approved, provided the proposal receives the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will be treated as being present and entitled to vote on the matter and, therefore, will have the effect of votes against the proposed resolution. A broker non-vote is treated as not being entitled to vote on the matter and, therefore, is not counted for purposes of determining whether the proposal has been approved.

ADOPTION OF 2021 LONG-TERM INCENTIVE PLAN

Adoption of this proposal will require the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, assuming a quorum is present. Abstentions will be treated as being present and entitled to vote on the matter, and therefore, will have the effect of a vote against the proposed resolution.

CORPORATE GOVERNANCE HIGHLIGHTS

Commitment to Board Refreshment. In January 2020, Dr. Dorward-King joined the Board as an Independent Director, resulting in five of our seven Directors joining the Board since 2017.

Stockholder Engagement Efforts. The Board views stockholder outreach as an area of priority. In fiscal 2020, the Board oversaw the enhancement of the Company’s engagement program, including outreach to stockholders representing approximately 45% of our outstanding shares and a specific focus on executive compensation and environmental, social and governance matters.

Strong Independent Board. The Board understands that maintaining qualified independent and non-management directors on the Board is an integral part of effective corporate governance. The Board believes its current, refreshed leadership strikes an appropriate balance between independent directors and directors affiliated with the Company. This allows the Board to represent effectively the best interests of the Company and its stockholders.

Continually Updating Key Governance Policies. Annually, our Board reviews the charters of each of its standing committees. During 2020, our Board amended all three of its existing committee charters to promote corporate governance best practices, and the Board added a new standing committee to oversee safety, environmental and sustainability matters.

CORPORATE GOVERNANCE PRACTICES

 

    Standing Board Committees Composed Solely    of Independent Directors

    Executive Sessions of Independent Directors at All Regularly Scheduled Board Meetings

    Separation of Board Chair and CEO Roles

    Annual Board and Committee Evaluations

    Risk Oversight by the Board and Committees and Enhanced Internal Control Environment

    Oversight of CEO Succession Planning Process

    Comprehensive Code of Business Conduct & Ethics with Annual Director and Employee Certification of Compliance

    Robust Foreign Corrupt Practices Act Compliance Program for Employees Supporting Foreign Operations & Purchasing

 

EXECUTIVE COMPENSATION HIGHLIGHTS

Consistent with our pay for performance philosophy, a meaningful portion of our named executive officers’ target total compensation for 2020 (i.e. the sum of annualized base salary, target short-term incentive award and target long-term incentive awards) is equity-based or “at-risk,” meaning it is only earned if specific financial goals are achieved. For 2020, the percentage of at-risk compensation was 50% for our CEO and 41% in the aggregate for the other named executive officers.


3


 

EXECUTIVE COMPENSATION PRACTICES

Our executive compensation program is designed to support our financial and strategic goals, align executive pay with stockholder value creation, and discourage unnecessary and excessive risk-taking. Our Compensation Committee regularly reviews our executive compensation program to incorporate commonly viewed best practices as it deems appropriate, examples of which include:

 

 Executive compensation is variable and linked to meeting financial and strategic goals and stock price performance

 All senior executives have stock retention requirements

 No tax gross-ups for excess parachute payments

 A compensation recoupment (“clawback”) policy

 The Compensation Committee engages an independent compensation consultant

 Regular risk assessment of executive compensation programs

 Annual incentive compensation and long-term compensation are based on a variety of performance metrics

 Directors, officers and all other employees are prohibited from hedging or pledging Company securities

BOARD OF DIRECTORS

 

 

NAME

 

AGE

ELECTED

CLASS

AUDIT

COMMITTEE

COMPENSATION

COMMITTEE

NOMINATING

AND

CORPORATE

GOVERNANCE

COMMITTEE

SAFETY,

ENVIRONMENTAL

AND SUSTAINABILITY

COMMITTEE

Lawrence R.

Dickerson

I

68

2017

2022

 

 

Elaine J.

Dorward-King

I

63

2020

2023

 

 

Ryan J.

Levenson

I

45

2016

2023

 

 

Lasse J.

Petterson

CEO

64

2016

2021

 

 

 

 

Kathleen M.

Shanahan

I

62

2018

2021

 

 

Ronald R.

Steger

I

67

2018

2022

 

 

D. Michael

Steuert

I

72

2017

2022

 

 

 

* – Director Nominees

|

I – Independent

|

– Chair

|

– Member

The above chart shows the Committee composition as of the record date.

AVERAGE TENURE

AVERAGE AGE

 

 

 

4


 

CORPORATE GOVERNANCE

governance framework

Our Company is committed to the values of effective corporate governance and high ethical standards. These values are important to driving long-term performance, and the Board reevaluates our policies on an ongoing basis to ensure they sufficiently meet the Company’s needs. We believe our key corporate governance and ethics policies enable us to manage our business in accordance with the highest standards of business practice and in the best interests of our stockholders.

Board Independence

     Six out of seven of our directors are independent.

     Our CEO is the only management director.

Board Composition

     Currently, the Board has fixed the number of directors at seven.

     The Board regularly assesses its performance through Board and Committee self-evaluation.

     Two of our seven current directors are female.

Board Committees

     We have four standing Board Committees: Audit; Compensation; Nominating and Corporate Governance; and Safety, Environmental and Sustainability.

     All Committees are composed entirely of independent directors.

Leadership Structure

     Our Board Chair is currently independent.

     If our Board Chair were not independent, we would have a Lead Independent Director, elected annually by the independent Board members.

Risk Oversight

     Our full Board is responsible for risk oversight, and the Board has designated Committees to have particular oversight of certain key risks. Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Open Communication

     We encourage open communication and strong working relationships among the Board Chair, other directors and management.

     Stockholders can contact our Board, Board Chair or management through our website or by regular mail addressed to the Corporate Secretary.

Stockholder Engagement

     We have an active stockholder outreach program, with enhanced focus on executive compensation and environmental, social and governance matters.

Succession Planning

     The Board actively monitors our succession planning and management development and receives regular updates on employee engagement, diversity and retention matters.

Director Stock Ownership

     Currently, our non-employee directors are required to retain at least $387,500 of our common stock – five times the annual cash retainer received for service as a member of the Board.

     Until the required retention is achieved, non-employee directors are required to hold at least 50% of the shares received as equity compensation (after taxes).

Equity and Compensation

     The Company has stock ownership guidelines for named executive officers and senior management.

     Directors, officers and all other employees are prohibited from engaging in hedging or pledging of Company securities.

     Compensation recoupment (“clawback”) policy covers both cash and equity compensation.

 


5


 

The Board of Directors and its Committees

 

I – Independent

F – Financial Expert

– Chair

– Member

 

Name

Audit

Committee

Compensation

Committee

Nominating and

Corporate

Governance

Committee

Safety

Environmental and

Sustainability

Committee

Other Current

Public Boards

Lawrence R. Dickerson I

 

 

2

Elaine J.  Dorward-King(1) I

 

 

3

Ryan J. Levenson(2) I

 

 

1

Lasse J. Petterson CEO

 

 

 

 

0

Kathleen M. Shanahan(3) I

 

 

2

Ronald R. Steger I/F

 

 

0

D. Michael Steuert(4) I

 

 

2

Only independent directors sit on our standing committees; as such, Mr. Petterson does not sit on any committees. The Committee composition set forth above is as of the record date.

 

(1)

Dr. Dorward-King was elected to the Board of Directors on January 7, 2020. Dr. Dorward-King was appointed as Chair of the Safety, Environmental and Sustainability Committee and appointed to the Audit Committee on May 6, 2020.

 

 

(2)

Mr. Levenson was appointed to the Nominating Committee on May 6, 2020.

 

(3)

Ms. Shanahan was appointed to the Compensation Committee and the Safety, Environmental and Sustainability Committee on May 6, 2020.

 

(4)

Mr. Steuert was appointed to the Safety, Environmental and Sustainability Committee on May 6, 2020.

Our Board has four standing committees:  the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Safety, Environmental and Sustainability Committee. Each committee has a written charter that is reviewed at least annually to reflect the activities of each of the respective committees and changes in applicable law or other relevant considerations. Any changes are approved by the full Board as recommended by each individual committee. Each committee is composed entirely of directors deemed to be, in the judgment of the Board, independent in accordance within the meaning of the NASDAQ Marketplace Rules. Our Board met eight times in 2020. Each director attended at least 75% of the total number of meetings of the Board and the Board committees of which he or she was a member in 2020. While we do not have a formal policy requiring members of the Board to attend the Annual Meeting, we encourage all directors to attend. All of our directors then in office attended the Annual Meeting in 2020.

6


 

The following lists the members, number of meetings held and primary functions with respect to each committee:

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Members:

Lawrence R. Dickerson (Chair)

Ryan J. Levenson

Ronald R. Steger

 

Meetings in 2020: 4

Independence:

The Board has determined that all members of the Nominating and Corporate Governance Committee are independent directors as defined under applicable NASDAQ Marketplace Rules.

 

 

Scope

Evaluates the Board, individual Board members and the Board committees, reviews ethics policies and considers matters of corporate governance.

Primary Functions

     Developing and periodically reviewing succession plans of the Chief Executive Officer and screening and recommending to the Board candidate(s) qualified to become Chief Executive Officer.

     Recommending and developing qualification standards and other criteria for selecting new directors, identifying and evaluating individuals qualified to become Board members consistent with qualification standards and other criteria approved by the Board and recommending to the Board such individuals as nominees to the Board for its approval.

     Overseeing and developing annual evaluations of the Board and the Board committees.

     Reviewing and reassessing the adequacy of its charter and the Company’s Code of Business Conduct and Ethics and compliance program annually and recommending changes to the Board.

 

AUDIT COMMITTEE

 

Members:

Ronald R. Steger (Chair)
Elaine J. Dorward-King

Ryan J. Levenson

Meetings in 2020: 7

Financial Expertise and Independence:

The Board has determined that Mr. Steger is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and that all members of the Audit Committee satisfy all audit committee-related independence requirements imposed by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The Board has determined that all members of the Audit Committee are independent directors as defined under applicable NASDAQ Marketplace Rules.

 

Scope

Oversees the integrity of our financial reporting process and systems of internal controls.

Primary Functions

     Oversight of the accounting and financial reporting processes, the audits of financial statements and systems of internal controls regarding finance, accounting and legal compliance.

     Monitoring the independence and performance of our independent auditor and monitoring the performance of our internal audit function.

     Reviewing risk assessment processes, scopes and procedures, including for the examination of current and emerging risks and assessing their adequacy.

     Reviewing management’s monitoring of the Company’s compliance with laws and the Company’s Code of Business Conduct and Ethics, as well as the Anti-Bribery and Foreign Corrupt Practices Act compliance program.

     Appointing and/or replacing our independent auditor and approving any non-audit work performed for us by the independent auditor.

     Providing an avenue of communication among the independent auditor, management and our Board.

     Reviewing its charter annually and recommending changes to the Board.

Report

     The “Report of the Audit Committee” is set forth on page 23 of this Proxy Statement.

 


7


 

COMPENSATION COMMITTEE

Members:

D. Michael Steuert (Chair)

Lawrence R. Dickerson

Kathleen M. Shanahan

Meetings in 2020: 10

Independence:

The Board has determined that all members of the Compensation Committee are independent according to the NASDAQ Marketplace Rules and compensation committee-specific requirements imposed by the Exchange Act, and each is considered to be a “non-employee director” under Rule 16b-3 of the Exchange Act.

Scope

Reviews and approves corporate goals relating to our Chief Executive Officer’s compensation and approves total compensation for our senior executives in a manner that does not encourage excessive risk-taking. May delegate its authority to one or more subcommittees.

Primary Functions

     Reviewing and approving goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance according to these goals and objectives and determining and approving the Chief Executive Officer’s compensation level based on this evaluation.

     Approving total compensation for executive officers, including oversight of all executive officer benefit plans in which such executive officers participate.

     Evaluating and recommending to the full Board appropriate compensation for our directors.

     Approving total compensation for executive officers, including oversight of all executive officer benefit plans in which such executive officers participate.

     Evaluating and recommending to the full Board appropriate compensation for our directors.

     Overseeing our general cash-based and equity-based incentive plans.

     Retaining and obtaining the advice of such independent legal, accounting or other consultants or experts, including compensation consultants, as it deems necessary and reviewing their independence from management.

     Producing a Compensation Committee report on executive compensation as required by the SEC to be included in our annual report and/or Proxy Statement.

     Reviewing its charter annually and recommending changes to the Board.

Report

     The “Report of the Compensation Committee” is set forth on page 41 of this Proxy Statement.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8


 

SAFETY,  ENVIRONMENTAL AND SUSTAINABILITY COMMITTEE

Members:

Elaine J. Dorward-King (Chair)

Kathleen M. Shanahan

D. Michael Steuert

Meetings in 2020: 3

Independence:

The Board has determined that all members of the Safety, Environmental and Sustainability Committee are independent according to the NASDAQ Marketplace Rules.

Scope
Assists the Board on matters relating to the review and oversight of:

     The Company’s compliance with safety, environmental and sustainability laws and regulations and developments at the global, national, regional and local level.

     The Company’s response to the above-mentioned laws and regulations as part of the Company’s business strategy and operations.

     The Company’s response to evolving public issues affecting the Company in the realm of safety, the environment and sustainability.

Primary Functions

     Reviewing and overseeing the Company’s safety, environmental and sustainability policies, practices and actions.

     Identifying the significant risks or exposures faced by the Company in the safety, environmental and sustainability areas and the steps taken by management to address them, including review of significant issues or incidents.

     Reviewing and overseeing the Company’s safety, environmental and sustainability objectives and performance, including metrics relevant to that performance.

     Overseeing significant environmental litigation and regulatory proceedings in which the Company is, or could become, involved.

     Identifying trends and emerging issues at the legislative, regulatory and judicial levels concerning safety, environmental and sustainability issues that affect the Company and the industry, and overseeing the Company's positions and responses with respect thereto.

     Overseeing public reporting relating to the Company’s environmental, safety and sustainability performance.

Leadership Structure of the Board of Directors

The Board is led by an independent Board Chair. Pursuant to the Company’s Bylaws, the Board is permitted to either separate or combine the positions of Chief Executive Officer and Board Chair as it deems appropriate from time to time. Currently, we separate the roles of Chief Executive Officer and Board Chair in recognition of the differences between the two roles as they are currently defined. At present, the Board believes that separation of the positions of Chief Executive Officer and Board Chair improves the ability of the Board to exercise its oversight role over management, provides multiple opportunities for discussion and evaluation of management decisions and the direction of the Company and ensures a significant role for the Board’s non-management directors in the oversight and leadership of the Company.

The Board understands that maintaining qualified independent and non-management directors on the Board is an integral part of effective corporate governance. The Company continues to take active steps to refresh the Board with highly qualified and experienced directors, including by adding a new independent director, Dr. Dorward-King, in January 2020. There are currently six directors who are independent within the meaning of the NASDAQ Marketplace Rules (Dr. Dorward-King, Ms. Shanahan and Messrs. Dickerson, Levenson, Steger and Steuert), and one director who serves as Chief Executive Officer (Mr. Petterson). The Board also determined that Michael Walsh, who served during a portion of fiscal year 2020, was independent within the meaning of the NASDAQ Marketplace Rules. The Board believes its current leadership structure strikes an appropriate balance between independent directors and directors affiliated with the Company, which allows the Board to effectively represent the best interests of the Company and its stockholder base.

The position of the independent Board Chair, or the Lead Director when the Chief Executive Officer is concurrently serving as the Board Chair, is intended to provide a check and balance on the role and responsibilities of the Chief Executive Officer. The Board believes that the independent Board Chair is a strategic role that continues to add value to the Company.

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Independent Board Chair and/or Lead Director Duties and Responsibilities

   Chair meetings (including executive sessions) of the independent directors

   Advise and consult on major corporate decisions, including strategy and capital spending initiatives

   Act as principal liaison between the independent directors and our CEO

   Represent the Company at meetings with business partners, industry representatives and potential clients

   Communicate regularly with each director to be certain that every director’s views, competencies and priorities are understood

   Ensure directors and management function as a team in the best interest of all stakeholders

   Help develop Board agendas with our CEO to ensure that topics deemed important by the independent directors are included

   Advise our CEO on quality, quantity and timeliness of information supplied by management to the independent directors

 

Governance Documents

Committee Charters

Each committee operates under a written charter, copies of which are available on our website at www.gldd.com or may be obtained by writing to our Corporate Secretary at our principal executive office.

Code of Ethics

We have a written Code of Business Conduct and Ethics (the “Code”) that applies to all members of the Board and all of our employees, including our principal executive officer, principal financial officer, controller and persons performing similar functions. The Code is reviewed and updated on a regular basis, and the Board adopted a new version of the Code in May 2020. All of our salaried employees have reviewed and certified compliance with the Code. In addition, on an annual basis, all of our directors and salaried employees receive training on the Code. Senior management, as well as individuals with responsibility for foreign operations or purchasing, receives additional training on the Foreign Corrupt Practices Act and other international compliance topics.

Our Code can be found on our website at www.gldd.com. We will post on our website any amendments to or waivers of the Code for executive officers or directors, in accordance with applicable laws, regulations and listing standards. A copy also may be obtained by writing to our Corporate Secretary at our principal executive office.

The Board OF DIRECTORs’ Role in ENTERPRISE Risk Management

As part of our risk management process, senior management discusses and identifies major areas of risk on an ongoing basis and periodically reviews these risks with the Board. The Company’s management process is designed to enable the Board to best determine our risk management profile and oversee our risk management strategies. The Board delegated oversight of the enterprise risk management process to the Audit Committee. Our process identifies and assesses key strategic, operational, financial, culture, performance, and compliance risks. The product of this process is an enterprise risk management overview that is shared annually with the Audit Committee.

 

In addition, management, the Audit Committee, the Compensation Committee, the SES Committee and the Board each consider, as appropriate, current and emerging risks associated with accounting and reporting, project cost estimating, human capital management, information technology, compliance and safety.

Assessment of Cybersecurity Risks

 

We, along with others in our industry, are susceptible to information security breaches and other cybersecurity-related incidents. We are committed to protecting the integrity and security of our systems and electronic information. Our security program includes security risk assessments, security monitoring, and managed detection and response services. We regularly review and, if we deem appropriate, we enhance and upgrade our policies and operating standards. We conduct employee security awareness training and education. We are continuing to enhance our preventive and defensive capabilities in line with globally recognized information security standards, maintaining appropriate information security risk insurance policies, and implementing other measures to mitigate potential threats and losses, where possible. As part of the Audit Committee’s regular review of our enterprise risk management framework, the Audit Committee reviews our risks relating to cybersecurity and other information technology risks, controls and procedures as well as the Company’s

10


 

plans to mitigate such risks. To that end, the Audit Committee engages regularly with the Chief Financial Officer, Information Technology management and Internal Audit to understand the internal and external cybersecurity threats to the Company’s information and technology systems.

 

Assessment of Enterprise Risks

 

The Audit Committee monitors and oversees the Company’s enterprise risk management processes. The Company’s enterprise risk management department engages various levels of operations and our senior and executive management teams, in identifying enterprise risks which the Company faces, or may face in the future, to identify, assess, and prioritize the Company’s most significant risks. Reports are given by the Company’s Director of Internal Audit to the Audit Committee quarterly.

 

Assessment of Human Capital Management and Environmental Risks

 

The Board, the Compensation Committee and the SES Committee share oversight of risks related to Human Capital Management. Each of these regularly receives written and oral reports from, and interacts with, members of our executive management, concerning aspects of human capital management.

 

The Board established the SES Committee in 2020 specifically to focus on the areas of safety, environmental and sustainability and chose as its chair Dr. Dorward-King, who has experience in and a professional focus on safety, the environment, and sustainability. The SES Committee receives regular reports from senior and executive management on the Company’s health and safety statistics, environmental matters, regulatory changes affecting the Company’s operations, endangered species’ reports, and the Company’s COVID response. Additionally, the SES Committee takes an active role in guiding the Company’s ESG activities, goals and reporting.

 

Assessment of Risks in our Executive Compensation Program

We do not believe risks arising from our executive and broad-based compensation policies and practices are reasonably likely to have a material adverse effect on the Company or our business, nor do we believe that the executive compensation programs encourage unnecessary or excessive risk-taking.

The Compensation Committee reviews and approves corporate goals relating to our Chief Executive Officer’s compensation and approves total compensation for our senior executives. In addition, as part of our risk management process, senior management periodically identifies and discusses major areas of risk with the Board. As part of its regular reports to the Board, the Compensation Committee discusses the potential for unnecessary or excessive risk-taking. For more detail on the process by which executive compensation is set, see “Compensation Philosophy and Objectives,” page 30.

Specifically, the Board and the Compensation Committee control risks arising from executive compensation policies and practices (the “Executive Leadership Annual Incentive Program”) in part by controlling the mix of cash and long-term equity incentives. Executives’ base salaries are fixed in amount and thus do not encourage risk-taking. Annual incentives are capped for all named executive officers at 200% of target and annual incentives for all of our named executive officers are tied to overall corporate performance and/or individual objectives. The compensation provided to the executive officers in the form of long-term equity awards helps further align executives’ interests with those of the Company’s stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to the Company’s stock price and operating performance and because awards are staggered and subject to long-term vesting schedules. Our long-term equity awards in combination with our stock ownership requirements help ensure that executives have significant value tied to long-term stock price performance and therefore are cognizant of how short-term decisions impact the long-term health of the organization.

More specifically, the Compensation Committee retains subjective discretion in some instances to adjust short-term incentive formulas, which allows the Compensation Committee to review the results from the fiscal year and determine whether, despite achievement of financial goals, the intents and purposes of the Executive Leadership Annual Incentive Program were met. In doing so, the Compensation Committee may consider whether activities taken during that fiscal year comport with the Company’s strategic plan and align management objectives with stockholder interests. As a result, the incentive may be adjusted on an individual basis, independent of achievement of formulaic targets.

11


 

In addition, certain awards granted in 2020 under our long-term incentive plan were composed of equity that vests over a three-year period subject to the executive’s continued employment. These equity awards were structured to induce our executive officers to focus on the long-term capital appreciation, health and viability of the Company, rather than a short-term increase in stock price.

Finally, the Company has a Recoupment Policy, which requires certain compensation to be repaid to the Company if awarded as a result of misstated earnings. The Board will re-evaluate and, if necessary, revise the Recoupment Policy to align with governance best practices and applicable laws.

Selection of Nominees for Board of Directors

Nominating and Corporate Governance Nomination Process

The Nominating and Corporate Governance Committee is responsible for evaluating potential candidates to serve on our Board and for recommending nominees to be presented for election or reelection to the Board at our Annual Meeting. The Nominating and Corporate Governance Committee does not set specific minimum qualifications for director positions. In evaluating potential director candidates, including incumbent directors, the Nominating and Corporate Governance Committee considers the skills and characteristics possessed by each candidate in the context of the perceived needs of the Board in an effort to ensure there is a blend of skills and experience that will enhance the effectiveness of the Board.

 

In addition, whenever a new seat or a vacated seat on the Board is being filled, candidates who appear to best fit our needs are identified, and unless such individuals are well known to the Board, they are interviewed and further evaluated by the Nominating and Corporate Governance Committee. Candidates selected by the Nominating and Corporate Governance Committee are then recommended to the Board. After the Board approves a candidate, the Chair of the Nominating and Corporate Governance Committee extends an invitation to the candidate to join the Board.

When evaluating director candidates and considering incumbent directors for re-nomination to the Board, the Nominating and Corporate Governance Committee considers a variety of factors. Among the factors considered by the Nominating and Corporate Governance Committee are the following:

 

 

the nominee’s independence;

 

the nominee’s ability to read and understand corporate financial statements;

 

the nominee’s relevant professional skills and depth of business experience, including industry knowledge;

 

the nominee’s character, judgment and personal and professional integrity;

 

the nominee’s qualifications for membership on certain committees of the Board;

 

the nominee’s willingness to commit sufficient time to attend to his/her duties and responsibilities as a member of the Board;

 

any potential conflicts of interest involving the nominee; and

 

the composition and diversity of our existing Board.

 

In identifying potential candidates for the Board, the Nominating and Corporate Governance Committee relies on recommendations from a number of possible sources, including current directors and officers. The Nominating and Corporate Governance Committee may also retain outside consultants or search firms to help identify potential candidates for membership on the Board. We request that any such firms retained by us include women and ethnically diverse candidates in the proposals they present to us. 

Recommendation of Candidates by Stockholders

The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates for membership on the Board, provided that a complete description of such proposed nominee’s qualifications, experience and background, together with a statement signed by each proposed nominee in which he or she consents to act as such, accompanies the recommendations and provided further that any such recommendation must also be made according to the procedures, and within the same time deadlines, applicable under our Bylaws to director nominations. Such recommendations should be submitted in writing to the Corporate Secretary and should not include self-nominations. Director candidates recommended by stockholders will be evaluated using the same criteria as those applied to other director candidates.

12


 

CommunicatiNG with the Board of Directors

Stockholders and other interested parties wishing to communicate with our Board can send communications to one or more members of the Board by writing to the Board or to specific directors (including independent directors or committee chairs) or to a group of directors at the following address:

 

Great Lakes Dredge & Dock Corporation Board of Directors

Great Lakes Dredge & Dock Corporation

c/o Corporate Secretary

9811 Katy Freeway, Suite 1200

Houston, TX 77024

 

Any such communication will be promptly distributed by the Corporate Secretary to the individual director or directors named in the communication or to all directors if the communication is addressed to the entire Board. Every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner.

13


 

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

BOARD COMPOSITION

Our Board is currently composed of seven members divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years. Mr. Petterson and Ms. Shanahan are members of the class whose terms expire at the 2021 Annual Meeting of Stockholders. Messrs. Dickerson, Steger and Steuert are members of the class whose term expires at the 2022 Annual Meeting of Stockholders. Mr. Levenson and Dr. Dorward-King are members of the class whose term expires at the 2023 Annual Meeting of Stockholders.

The Board of Directors has nominated Lasse Petterson and Kathleen Shanahan for re-election at the Annual Meeting to the Board of Directors for three-year terms expiring at the 2024 Annual Meeting of Stockholders. Each director will hold office until his or her respective successor is elected and qualified or until his or her earlier death, disqualification, resignation or removal. Each of Mr. Petterson and Ms. Shanahan has indicated a willingness to serve.

The persons named as proxies on the proxy card will vote the proxies received by them for the election of Mr. Petterson and Ms. Shanahan, unless otherwise directed. In the event that a nominee becomes unavailable for election at the Annual Meeting, the persons named as proxies in the enclosed proxy card may vote for a substitute nominee at their discretion as recommended by the Board.

Vote Required and Recommendation

The nominees for director will be elected for three-year terms, provided that they receive a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that, if a quorum is present, the two persons receiving the greatest number of votes at the Annual Meeting will be elected to serve as directors. As a result, withholding authority to vote for a director nominee and broker non-votes with respect to the election of directors will not affect the outcome of the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement, which is two.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING DIRECTORS TO THE GREAT LAKES BOARD:

 

Lasse J. Petterson

Kathleen M. Shanahan

 

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Director Qualifications

We believe that our director nominees, individually and together with our incumbent directors as a whole, possess the requisite experience and skills necessary to carry out their duties and to serve the best interests of the Company and its stockholders.

The following paragraphs provide information as of the record date, including a brief biography with experience and a description of certain key qualifications and skills, about each of our director nominees and incumbent directors.

director Nominees for Election at the 2021 Annual Meeting:

 

Lasse J. Petterson, age 64

President and Chief Executive Officer

Director since:  2016

Independent:  No

LASSE J. Petterson was named Chief Executive Officer in May 2017 and assumed the additional title of President in March 2020.  He has served as a member of our Board since December 2016. Prior to his employment with the Company, Mr. Petterson served as a private consultant to clients in the oil and gas sector, and was Chief Operating Officer and Executive Vice President at Chicago Bridge and Iron Company N.V. (NYSE:CBI) (“CB&I”), an engineering, procurement and construction company, from 2009 – 2013. Prior to CB&I, Mr. Petterson was Chief Executive Officer of Gearbulk, Ltd., a privately held company that owns and operates one of the largest fleets of gantry craned open hatch bulk vessels in the world. He was also President and Chief Operating Officer of AMEC Inc. Americas, a subsidiary of AMEC plc (NASDAQ:AMFW), a British multinational consulting, engineering and project management company. Prior to joining AMEC, Mr. Petterson served in various executive and operational positions for Aker Maritime, Inc., the deepwater division of Aker Maritime ASA of Norway, over the course of 20 years. He spent the first nine years of his career in various positions at Norwegian Contractors, an offshore oil and gas platform contractor. Mr. Petterson is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. He received a M.Sc., Engineering, as well as a B.S., from Norwegian University of Technology.

Key Qualifications and Skills:  For two decades, Mr. Petterson has served in various executive and operational positions, and most recently has extensive experience as Chief Executive Officer, Chief Operating Officer and President. He has particular capabilities in multinational consulting, engineering and project management; extensive engineering, procurement and construction expertise in the oil and gas sector, including offshore oil and gas platform contracting; and operational experience with maritime companies.

 

 

15


 

Kathleen M. Shanahan, age 62

Director since:  2018

Independent:  Yes

Committees:  Compensation; Safety, Environmental and Sustainability

kathleen m. shanahan is currently Chief Executive Officer of Turtle & Hughes, Inc., a private, certified women-owned business, which services the industrial, construction, commercial, electrical contracting, export and utility markets. Ms. Shanahan joined the Board of Directors of HireQuest (NASDAQ:HQI) in 2019 and currently serves on the Audit Committee. Ms. Shanahan has served as Chair of Ground Works Solutions (previously known as URETEK Holdings, Inc.), which provides foundation lifting and soil stabilization solutions, since 2011 and previously also served as Chief Executive Officer from 2011–2016. Ms. Shanahan also previously served as the Chair and Chief Executive Officer of WRS Infrastructure & Environment, Inc. (d/b/a WRScompass), an environmental engineering and civil construction company, as a member of the Board of Directors and Audit Committee of TRC Companies, Inc. (NYSE:TRR) from 2015 – 2017, and as a member of the Board of Directors and Chair of the Executive Compensation Committee of WCI Communities, Inc. (NYSE:WCI) from 2004 – 2007. Additionally, Ms. Shanahan has held numerous positions in government and public policy, having served on the campaigns and administrations as Chief of Staff for Florida Governor Jeb Bush and for Vice President-elect Dick Cheney; Deputy Secretary of the California Trade and Commerce Agency for California Governor Pete Wilson; special assistant to Vice President George H.W. Bush; and as staff assistant on President Ronald W. Reagan’s National Security Council. Ms. Shanahan currently serves on the boards of several private companies, including Lumia Analytics, PRISM, and Tampa General Hospital. Ms. Shanahan is a member of Women Corporate Directors and the International Women’s forum. Ms. Shanahan previously served on the board of TerraSea Environmental Solutions LLC, one of the Company’s previous joint ventures.

She received a M.B.A. in Executive Business Administration from New York University’s Leonard N. Stern School of Business and a B.A. in Nutrition Biochemistry and Economics from the University of California, San Diego.

 

Key Qualifications and Skills:  Ms. Shanahan has served in various executive and operational positions, and most recently has significant experience as Chair and Chief Executive Officer of a company engaged in geotechnical construction and government contracting. She has prior service on private and public boards, including membership on various Audit and Compensation Committees. Ms. Shanahan possesses extensive skills in development, leadership and management of environmental remediation, geotechnical and civil construction operations. She also has expertise in public policy and public affairs matters, involving advisory, communication, development and implementation strategies.

 



16


 

OTHER directorS:

 

Lawrence R. Dickerson, age 68

Board Chair

Director since:  2017

Independent:  Yes

Committees:  Compensation; Nominating and Corporate Governance (Chair)

LAWRENCE R. DICKERSON spent 34 years at Diamond Offshore Drilling, Inc. (NYSE:DO), a deepwater oil and gas drilling contractor, where he served as a member of the Board of Directors from 1998, and as President and Chief Executive Officer from 2008 until his retirement in 2014. Prior to his service as President and Chief Executive Officer, Mr. Dickerson served as Chief Financial Officer, during which time he helped take the company public, and as Chief Operating Officer, during which time he gained substantial operating and commercial experience. In addition to being a seasoned executive, Mr. Dickerson has significant board experience. He has been a member of the Board of Directors of Murphy Oil Corporation (NYSE:MUR), an oil and gas exploration and production company, and Oil States International (NYSE:OIS), an oilfield equipment services company, since 2014. Mr. Dickerson is a member of the Audit and Nominating and Governance Committees at Murphy Oil Corporation and is Chair of the Compensation Committee and a former member of the Audit Committee at Oil States International. Mr. Dickerson was Non-Executive Chairman of the Board of Directors of Hercules Offshore, Inc. (NASDAQ:HERO), an offshore drilling company, from 2015 – 2016, and he also served from 2008 – 2012 on the Board of Directors of Global Industries, Ltd. (NASDAQ:GLBL), a subsea construction company sold to Technip in 2011. Mr. Dickerson received a B.B.A. from the University of Texas.

Key Qualifications and Skills:  Mr. Dickerson has experience as a President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer with prior service on several public boards. He served as Chair of another publicly traded company and held memberships on various Audit, Nominating and Governance and Compensation Committees. Mr. Dickerson has extensive operating and commercial experience in capital-intensive businesses in deepwater oil and offshore/gas drilling industries, as well as governmental, international, public market and large-scale vessel construction experience.

 

Elaine J. Dorward-King, age 63

Director since:  2020

Independent:  Yes

Committees:  Audit; Safety, Environmental and Sustainability (Chair)

DR. ELAINE DORWARD-KING most recently was the Executive Vice President, Sustainability and External Relations at Newmont Mining Corporation (“Newmont”) (NYSE:NEM), the world’s leading gold mining company. Dr. Dorward-King has spent the majority of her career in mining and joined Newmont in 2013.  Prior to joining Newmont, Dr. Dorward-King spent 20 years with Rio Tinto, one of the world’s largest diversified producers of metals and minerals, in general management and Environmental Health and Safety leadership roles. Dr. Dorward-King has over 25 years of leadership experience in creating and implementing sustainable development, safety, health and environmental strategy as well as programs in mining, chemical and engineering consulting sectors.  Currently Dr. Dorward-King serves on the Board of Directors of Kenmare Resources plc (LSE:KMR, ISE:KMR); Sibanye Stillwater plc (JSE:SSW, NYSE:SBSW); and NovaGold (TSX:NG, NYSE American:NG). Dr. Dorward-King holds a Bachelor’s Degree from Maryville College and received a PhD in Analytical Chemistry from Colorado State University.

Key Qualifications and Skills: Dr. Dorward-King has 25 years of management and leadership experience in capital-intensive industries. Dr. Dorward-King has extensive experience in risk management, health, safety and environmental programs and sustainability strategies. Dr. Dorward-King also has international operations experience.  


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Ryan J. Levenson, age 45

Director since:  2016

Independent:  Yes

Committees:  Audit; Nominating and Corporate Governance

RYAN J. LEVENSON is currently Principal and Portfolio Manager of Privet Fund Management LLC (“Privet Fund”). Mr. Levenson currently serves on the Board of Directors of Hardinge, Inc. Previously, Mr. Levenson served as a director of AgJunction, Inc. (TSX: AJX) from 2016  – 2019, Frequency Electronics, Inc. (NASDAQ:FEIM) from 2016 – 2017, Cicero, Inc. (OTC:CICN) from 2015 – 2017, and RELM Wireless, Inc. (NYSE:RWC) from 2013 – 2014, where he served as a member of the Audit Committee. He served as a director and member of the Compensation, Organization and Corporate Governance Committee of Material Sciences Corp. (NASDAQ:MASC) from May 2013 until its sale in March 2014, and as a member of the Board of Directors and Compensation and Audit Committees of The Middleby Corporation (NASDAQ: MIDD) from 2006 – 2012. Prior to founding Privet Fund in 2007, Mr. Levenson served as Vice President of Business Development at MSI, a privately held building products distributor and construction services company. Prior to MSI, Mr. Levenson served as a financial analyst for Cramer Rosenthal McGlynn’s long/short equity hedge fund after working at SAC Capital Advisors LLC in a similar capacity. Mr. Levenson began his career as an analyst on the sell side in small cap research for CJS Securities. Mr. Levenson earned a Bachelor of Arts from Vanderbilt University.

Key Qualifications and Skills:  Mr. Levenson has an extensive background in private equity, investment and asset management. This includes prior service on several public boards, membership on various Audit, Compensation and Corporate Governance Committees, and experience as a principal, portfolio manager and vice president of business development.

 

 

 

Ronald R. Steger, age 67

Director since:  2018

Independent:  Yes

Committees:  Audit (Chair); Nominating and Corporate Governance

RONALD R. STEGER Mr. Steger previously served on the Boards of Directors of Global Eagle Entertainment Inc., where he held the position of Audit Committee Chair; International Seaways, Inc. (NYSE:INSW) from 2016 – 2017; Overseas Shipholding Group, Inc. (NYSE:OSG) from 2014 – 2018, where he served as Audit Committee Chair; and Sentinel Energy Services Inc. (NASDAQ:STNL) from 2018 – 2020. Mr. Steger also served as an Advisory Board Member of ATREG, Inc. from 2014 – 2020. Mr. Steger is currently a Senior Technical Advisor at Effectus Group, a boutique accounting advisory firm that specializes in serving high-growth technology companies. Until December 31, 2013, Mr. Steger worked as an Audit Partner for KPMG LLP, where he served a broad array of clients in the Fortune 1000 and middle market technology, chemical, food service and semiconductor sectors. Additionally, Mr. Steger has gained significant knowledge regarding the marine services industry through his board service. Mr. Steger is a licensed Certified Public Accountant (retired status). He received a B.S. from Villanova University.

Key Qualifications and Skills:  Mr. Steger has expertise as a partner of one of the largest professional services networks in the world, with 37 years of accounting, advisory and consulting experience, including participation in Audit Committee investigations and Public Company Accounting Oversight Board (“PCAOB”) inspections. He has prior service on several public boards, including as Audit Committee Chair and Corporate Governance and Risk Assessment Committee Chair. Mr. Steger has extensive experience with acquisition, divestiture, initial public offering and private equity and debt placement transactions. He seconded with KPMG Munich for a three-year period, and has substantial knowledge regarding international debt and equity transactions.


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D. Michael Steuert, age 72

Director since:  2017

Independent:  Yes

Committees:  Compensation (Chair); Safety, Environmental and Sustainability

D. MICHAEL STEUERT rejoined Fluor Corporation (NYSE:FLR), one of the world’s largest publicly traded engineering, procurement, construction, maintenance and project management companies, on June 1, 2019 as Chief Financial Officer. He retired from that position at the end of 2020. Previously, Mr. Steuert served as Senior Vice President and Chief Financial Officer of Fluor Corporation from 2001 until his retirement in 2012. Previously, Mr. Steuert served as SVP and CFO of Litton Industries Inc., a defense contractor acquired by Northrop Grumman Corporation in 2001 and as Senior Vice President and Chief Financial Officer of GenCorp Inc., now Aerojet Rocketdyne, a technology-based aerospace and defense company (NASDAQ:AJRD), from 1990 – 1999. Mr. Steuert started his career at TRW Inc. In addition to his extensive executive leadership experience, Mr. Steuert has substantial board experience. He has been a member of the Board of Directors of Liquefied Natural Gas Limited (ASX:LNG) since 2015 and is a member of its Audit Committee, Compensation Committee and Chairman of its Risk Committee. He has also been a member of the Board of Directors of Weyerhaeuser Co. (NYSE:WY) since 2004 and is a member and former Chairman and the financial expert of the Audit Committee. Mr. Steuert received a M.S. in Industrial Administration and a B.S. in Physics from Carnegie Mellon University.

Key Qualifications and Skills:  Mr. Steuert has comprehensive experience as a Chief Financial Officer and has prior service on public boards, including as Audit Committee Chair and financial expert and as Risk Committee Chair. He has held memberships on multiple Audit Committees as well as a Corporate Responsibility and Governance Committee. Mr. Steuert has extensive leadership expertise at one of the world’s largest publicly traded engineering, procurement, construction, maintenance and project management companies.

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2020 DIRECTOR COMPENSATION

The compensation of our directors is determined by the Compensation Committee and approved by the Board. Directors who are employees of the Company do not receive separate compensation for their Board service. The annual compensation package for our non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Board and promote a strong alignment of interests between the Company’s non-employee directors and its stockholders.

The Compensation Committee annually reviews the design of the annual compensation package for non-employee directors. The Company believes that the compensation of our non-employee directors fairly reflects the work and skills required for a company of our size and complexity. The compensation package was established following consultation with the Compensation Committee’s independent compensation consultant and was intended to be competitive relative to the Company’s peer group and general industry market data. No changes to our non-employee director compensation program were made during 2020, with the exception of adding retainers for the new Safety, Environmental and Sustainability Committee Chair and members.

Each of our non-employee directors currently receives an annual retainer of $155,000, payable quarterly in arrears. The retainer is generally payable 50% in cash and 50% in grants of fully vested shares of our common stock at the end of each fiscal quarter. Either the Nominating and Corporate Governance Committee or the Compensation Committee may be responsible for reviewing and recommending grants of common stock to our non-employee directors under any current long term incentive plan then in place. In addition to the annual retainer, our Board approved the annual retainers for committee service or committee chair service, as applicable, as set forth below.

Annual Board and Committee Retainers for the Fiscal Year Ended    December 31, 2020

$100,000

Non-employee Board Chair

$155,000

All non-employee directors (including Board Chair)

$20,000

Audit Committee Chair

$5,000

Audit Committee Members

$10,000

Compensation Committee Chair

$4,000

Compensation Committee Members

$7,500

Nominating and Corporate Governance Committee Chair

$3,000

Nominating and Corporate Governance Committee Members

$10,000

Safety, Environmental and Sustainability Committee Chair

$4,000

Safety, Environmental and Sustainability Committee Members

The committee annual retainers are paid in cash to the committee members each quarter in arrears. Directors are permitted to elect to receive a greater percentage of their annual retainers in common stock rather than cash. In addition, non-employee directors are also allowed to defer their cash retainers and the equity component of their annual retainers into deferred stock units payable in shares of the Company’s common stock upon the director’s separation from the Board or such other date as selected by the director or mandated by the terms of the Great Lakes Dredge & Dock Corporation Director Deferral Plan. We also reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

The table below summarizes the compensation paid by the Company to our non-employee directors for the fiscal year ended December 31, 2020.

 

 

 Name

 

Fees Earned/
Paid in Cash(1)

 

Stock Awards(2)

 

Total

Lawrence R. Dickerson(3)

$

86,750

$

182,753

$

269,503

Elaine J. Dorward-King

$

68,813

$

96,021

$

164,834

Ryan J. Levenson

$

___

$

163,005

$

163,005

Kathleen M. Shanahan

$

38,750

$

123,909

$

162,659

Ronald R. Steger

$

91,500

$

91,500

$

183,000

D. Michael Steuert

$

88,154

$

84,492

$

172,646

Michael Walsh(4)

$

29,596

$

26,827

$

56,423(3)

 

(1)

This column represents the cash portion of non-employee director compensation paid for 2020 service. Mr. Levenson elected to receive 100% of his director compensation in deferred stock units.

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(2)

This column represents the value of fully vested shares of our common stock granted as the equity component of the annual retainer that each director was granted for 2020 service and, for Mr. Levenson, shares of deferred stock units. The annual retainer grant dates occur quarterly on the last trading day of March, June, September and December, payable as four substantially equal installments and prorated for any quarter of partial service. The amounts set forth in this column represent the grant date fair value of stock awards granted during the fiscal year ended December 31, 2020 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in determining the FASB ASC Topic 718 values are set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. As of December 31, 2020, Mr. Levenson was the only non-employee director with outstanding equity awards as a result of his deferral elections. As of such date, Mr. Levenson held 63,445 deferred stock units.

 

(3)

The stock awards column for Mr. Dickerson includes additional quarterly grants of fully vested shares of our common stock equal to $100,000 for Mr. Dickerson’s service as Board Chair.

 

(4)

Mr. Walsh’s service on the Board ended at the expiration of his term concurrent with the Company’s 2020 Annual Meeting.

Stock Ownership Guidelines for Non-Employee Directors

Non-employee directors are subject to a stock retention requirement and are required to retain common stock in the amount of five times the annual cash retainer received for service as a member of the Board. For 2020, that amount was $387,500 in common stock. Until the required ownership level is achieved, non-employee directors are required to hold at least 50% of the shares received as equity compensation (after taxes). All directors have either achieved the required ownership level or are in compliance with the retention requirement.

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PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as the independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2021. During 2020, Deloitte & Touche LLP also served as our independent registered public accounting firm and, in addition, provided certain tax and other services, see “Matters Related to Independent Registered Public Accounting Firm – Professional Fees” on page 23. Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Vote Required and Recommendation

Deloitte & Touche LLP will be ratified as our independent registered public accounting firm for the year ending December 31, 2021 provided this proposal receives the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, assuming a quorum is present. Abstentions will be treated as being present and entitled to vote on the matter and, therefore, will have the effect of voting against the proposal.

Although we are not required to seek stockholder ratification of this appointment, the Audit Committee and the Board believe it to be sound corporate practice to do so. If the appointment is not ratified, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

 

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDING DECEMBER 31, 2021.

 

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MATTERS RELATED TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP, referred to as “Deloitte,” has been appointed by the Audit Committee to be our independent registered public accounting firm for the year ending December 31, 2021. Each year, the Audit Committee evaluates the qualifications of the Company’s independent auditors and considers: (1) the quality and efficiency of the services provided; (2) the auditor’s technical expertise, knowledge of our Company’s operations and global capabilities; (3) the auditor’s communications and interactions with the Company; (4) the auditor’s independence and objectivity; (5) whether the auditor has recently been the subject of any administrative, criminal or civil investigations or been accused of violating PCAOB policies; and (6) the auditor’s fee proposal. Stockholders are being asked to ratify the appointment of Deloitte at the Annual Meeting pursuant to “Proposal No. 2” on page 22 of this Proxy Statement.

Professional Fees

We paid the following professional fees to our independent registered public accounting firm, Deloitte and its affiliates, for the years ended December 31, 2020 and 2019:

 

Paid for the year ended

 

December 31,

 

2020

2019

 

(in thousands)

Audit Fees1

$       1,334.8

 

$

1,322.4

Audit-Related Fees2

$             ___

 

$

___

Tax Fees3

$            23.5

 

$

30.4

All Other Fees4

$              4.6

 

$

3.8

Total:

$       1,362.9

 

$

1,356.6

 

(1)

This category includes audit fees for services related to our annual audits of our financial statements and internal controls over financial reporting, quarterly reviews of our financial statements performed in accordance with accounting standards generally accepted in the United States of America and services that are normally provided by Deloitte related to statutory or regulatory filings or engagements.

 

(2)

This category primarily includes fees related to comfort letters issued in support of debt offerings and work related to other regulatory documents.

 

(3)

This category primarily includes fees for tax advice, tax planning and compliance related to our international operations and other tax advice related to specific non-routine transactions.

 

(4)

This category includes subscription fees to an online accounting research tool.

AUDIT COMMITTEE Pre-Approval Policy for Independent Accountant Services

The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. From time to time, however, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee may also pre-approve services on a case-by-case basis. The Audit Committee may delegate pre-approval authority to one or more of its members. For the year ended December 31, 2020, the Audit Committee pre-approved all such audit and non-audit services, including tax services, provided by the independent registered public accounting firm.

Report of the Audit Committee

With respect to 2020, the Audit Committee has:

 

reviewed and discussed the audited financial statements with management;

 

discussed with our independent auditor, Deloitte  the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

 

received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence.

 

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Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for 2020.

 

The Audit Committee of the Board of Directors:

 

Ronald R. Steger, Chair

 

Ryan J. Levenson

Elaine J. Dorward-King

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our Compensation Discussion and Analysis (“CD&A”) reviews the objectives and elements of Great Lakes’ executive compensation program, describes the related processes of our Compensation Committee (the “Committee”), and discusses the 2020 compensation earned by our named executive officers. Our CD&A also explains actions the Committee took in response to the stockholder feedback received during our extensive stockholder outreach on executive compensation over the past several years.

For fiscal 2020, our named executive officers were:

Name

 

Title

Lasse J. Petterson

 

President and Chief Executive Officer

Mark W. Marinko

 

Senior Vice President and Chief Financial Officer

David E. Simonelli

 

Chief Operating Officer

James J. Tastard

 

Senior Vice President, Chief Human Resources and Administration Officer

William H. Hanson

 

Senior Vice President, Government Relations

Kathleen M. LaVoy*

 

Former Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Annette W. Cyr*

 

Former Senior Vice President, Chief Human Resources and Administration Officer

*Ms. LaVoy ceased serving as Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary on December 7, 2020 and separated from the Company on December 31, 2020. Ms. Cyr separated from the Company on November 11, 2020.

We conducted extensive stockholder outreach in 2019 resulting in significant executive compensation program changes for 2020, which were well received by stockholders as indicated by the strong say on pay results last year. That program continues for 2021 with no meaningful changes in program design because of the very positive stockholder feedback received and the alignment of such program with our business objectives and our compensation philosophy and objectives.

2020 Business Overview

In 2020, we executed successfully on our business plan and strategic initiatives, driven by a strong domestic dredging market and the continued effectiveness of our 2017 asset rationalization and cost reduction program. We continued to strengthen our relationships with key clients and stakeholders by providing innovative solutions and by delivering cost-effective and time-efficient project completions. At the same time, we delivered improved financial results and continued a trend of exceptional safety performance.


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COVID-19

Since late 2019, the novel strain of coronavirus known as COVID-19 has spread worldwide and to every state in the United States. This outbreak has severely impacted global economic activity and many countries and states in the United States have reacted by instituting quarantines, mandating school and business closures and limiting travel. These disruptions have significantly affected global markets and all industries, including ours. Great Lakes took immediate action to protect the health and safety of our employees, our clients and vendors, and the communities in which we work. Overseen by our Board of Directors, and led by our executive team, the Company instituted a comprehensive safety response, much of which remains in place. Some of the measures we instituted and continue to practice include:

    Monitoring recommendations from the World Health Organization (WHO) and the Centers for Disease

Control and Prevention (CDC);

    Following regulatory directives from the United States Coast Guard (USCG) and local Health Departments;

    Meeting several times weekly to reassess the situation and make necessary changes;

    Communicating changes to policies and other pertinent information to Company employees;

    Conducting tabletop exercises with our project teams and vessels on the “What ifs” of COVID-19; and

    Taking additional steps to minimize the spread of the disease, and to protect our employees and our business with training, Personal Protective Equipment, COVID-19 testing and daily screening.

We completed the year with net income from continuing operations of $66.1 million, Adjusted EBITDA from continuing operations of $151.1 million and a net debt balance of $107.2 million. See Appendix A for a reconciliation of Adjusted EBITDA from continuing operations to net income from continuing operations. In 2020, we contracted to build a new mid-size hopper dredge, we upgraded several large cutter dredges and we invested in our stockholders through a $75 million share repurchase program.

On March 28, 2020, dredging was specifically listed in the U.S. Department of Homeland Security’s “Advisory Memorandum on Identification of Essential Critical Infrastructure Workers During COVID-19 Response” which federally designates the Company as an essential business or “critical infrastructure” company that can maintain operations during the ongoing pandemic. The Company’s largest domestic dredging customer is the U.S. Army Corps of Engineers (the “Corps”); the Corps oversees the majority of these critical infrastructure projects and, in this capacity, has continued to follow their bid schedule and prioritize all types of dredging, including port maintenance and expansion and coastal protection projects that are necessary to avoid potential storm damage during hurricane season. Despite the uncertainty surrounding COVID-19, to date, the Corps is continuing to advertise new projects and the Company’s project work has only experienced minor delays.

In June 2020, Great Lakes announced the execution of a contract with Conrad Shipyard in Louisiana to build a new mid-sized hopper dredge, with expected delivery in the first quarter of 2023. This highly automated new build vessel will increase the capabilities of our hopper fleet in the coastal protection and maintenance markets. This build is currently on schedule and on budget. In addition to fleet improvements, in 2020, we announced the relocation of our corporate offices to Houston, Texas, from Oakbrook Terrace, Illinois, to be closer to our markets and clients. This move puts the Company closer to key regional markets, especially the Gulf Coast and the Mississippi River. To further support our strategy, earlier in the year the Company opened regional offices in Jacksonville, Florida and Staten Island, New York, which have been historic market centers and important Corps’ district locations. Our new headquarters and regional office locations reflect our client-focused initiatives and growth potential, basing us closer to most of our public and private business opportunities and strengthening our efforts to attract and retain a specialized workforce.

While we continue to be focused on our core business, we are also exploring new opportunities that fit our core capabilities. In 2020, we announced our entry into the offshore wind renewable energy market, which we believe will gain momentum in the U.S. in the coming years and aligns closely with the Company’s focus on environmental sustainability. Great Lakes announced in December that we are moving forward with the design and development of the first U.S. flagged Jones Act compliant, inclined fall-pipe vessel for subsea rock installation for wind mill foundations. We believe that this vessel would represent a significant critical advancement in building the future of the new U.S. offshore wind industry.

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Environmental, Safety, Social and Governance

Great Lakes strives to incorporate effective environmental, safety, social, and governance processes into everything we do. Our business is focused on ensuring that our nation’s waterways are open, our shorelines are protected, and potential risks associated with storms and sea change are mitigated. While the focus of much of our work is long-term environmental protection, the Company seeks to conduct our work in a manner which demonstrates the best environmental stewardship. Our people seek and develop technical innovations so that our work can be completed efficiently and responsibly, and our ambition is to leave the areas that we touch in a better state as a result of the work that we perform. To support this philosophy, we continue to build relationships with all stakeholders, including non-government organizations and conservation groups, to focus on the protection of our marine environment.

To that end, the Company has a robust and active environmental safety social and governance (“ESG”) action committee. The ESG committee is composed of key members of management, and reports to the Company’s President and Chief Executive Officer and the Safety, Environmental, and Sustainability Committee of the Board of Directors. It publishes on an annual basis the Company’s environmental, safety, human capital management, and corporate governance goals, and reports on the Company’s achievement and progress in attaining benchmarks.

Examples of the Company’s activities and commitments to environmental, safety, social and corporate governance matters include:

  

improvement to our fleet of vessels;

endangered species protection;

environmentally beneficial use of dredge material;

  

coral conservation;

  

engagement in the communities where we work;

our Safety Without Compromise program;

  

implementation of our Positive Project Management program; and

  

our emphasis on diversity and inclusion.

The Company’s ESG report can be found on the Company’s website, www.gldd.com. This report is not incorporated by reference into this Proxy Statement or considered part of this document.

Human Capital Management

A cornerstone of our ESG activities is our focus on human capital management. We seek equal opportunity and diversity in identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. To achieve our goal of attracting and retaining the most talented employees in the industry, we offer competitive compensation and benefits that support our employees’ physical, financial, and emotional health. The principal objective of our equity incentive plan is to attract, retain and motivate selected employees and directors through the granting of stock-based compensation awards. We offer employees benefits, including a 401(k) plan with employer contributions; health, life, and disability insurance; additional voluntary insurance; paid time off and parental leave; and paid counseling assistance. In keeping with our philosophy of leaving our project sites in a better condition than that in which we found them, we seek to enhance our relationships with the communities where we work. We encourage and provide opportunities for our employees to engage in a variety of community service projects, community outreach and charitable activities.

Safety

Great Lakes is committed to providing a safe and healthy working environment for all employees and trade partners. In return, all of our employees are committed to Incident and Injury Free® (IIF®) safe work practices both at work and home. Employees will not be asked to perform work that is unsafe and may refuse to perform tasks if they believe that the activity or work environment is unsafe. In addition, the Company takes every opportunity to advocate for safety in our relations with other organizations. We require our trade partners to participate in the spirit and specifics of IIF® when engaged on our projects. We are committed to spreading safety consciousness within our industry and throughout the maritime community, raising the spirit of IIF® in meetings and making our safety materials freely available.

Our IIF® safety journey has resulted in a dramatic reduction in work related injuries over the past decade and a half, and we are very proud of the lives we have positively impacted. This success has been nurtured through a culture of taking

27


 

personal responsibility for safety, care, and concern for one another and that makes our work environment one of the safest in the dredging industry. We have made investments in new or upgraded equipment on our vessels to lower the incidence of man overboard events. Our lower incident rates clearly reflect how many Great Lakes employees went home safely because of IIF® and the transformation it has fostered in how we operate globally.

We have experienced a significant reduction in injuries with our Total Recordable Incident Rate (TRIR) decreasing by 89% over the last 13 years.

(A TRIR of 1.0 means that for every 100 employees working a full year, one employee incurred a recordable injury.)

*Total Recordable Incident Rate (TRIR) is the rate of injuries calculated by multiplying the number of recordable cases by 200,000, and then dividing that number by the number of labor hours at the Company. Recordable cases are work-related incidents that result in care beyond first aid measures.

** Lost Time Incident Rate (LTIR) is the number of lost work hours calculated by multiplying the number of incidents that were lost time cases by 200,000 and then dividing that number by employee labor hours at the Company. A lost time case is a work-related incident that results in an employee missing work days.

Financial Performance

We believe our 2020 achievements have positioned the Company for future investments and positive growth for our stockholders. Financial achievements include:

2020 FINANCIAL REVIEW

Net Income from Continuing Operations

Adjusted EBITDA from Continuing Operations

Net Debt

$66.1 million

$151.1 million

$107.22 million

$10.4 MILLION INCREASE

$15.5 MILLION INCREASE

$28.6 MILLION REDUCTION

*A reconciliation of Adjusted EBITDA from Continuing Operations is provided in Appendix A.

We delivered superior value to our stockholders in 2020, both on an absolute basis and relative to our peers. In 2020, we had a 16.2% total stockholder return as compared to a median average of 10.5% of total stockholder return for our Peer Group and increased our market capitalization from $728 million to $856 million.

“Say-on-Pay” Advisory Vote on Executive Compensation

At the 2020 Annual Meeting of Stockholders, approximately 98% of voting stockholders cast an advisory vote in support of the Company’s executive compensation program. The Committee considered this vote during its annual examination of the executive compensation program as one of many factors in deciding the Company’s ongoing executive compensation policies and procedures.  In addition, during our 2020 stockholder outreach program, we invited over 25 of our top 30

28


 

stockholders, representing over 55% of our outstanding shares, and two proxy advisory firms to discuss their views and proxy voting guidelines with respect to our executive compensation program and disclosures. As a result, we held discussions with stockholders that represented approximately 30% of our shares outstanding and two proxy advisors. The participants in the outreach team included our Chief Financial Officer, Chief Legal Officer and Corporate Secretary, Chief Human Resources & Administrative Officer and Director of Investor Relations. The stockholder feedback received was overall positive and supportive of our executive compensation program.  The Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2020 stockholder feedback or the 2020 say-on-pay vote.  

Prior Stockholder Outreach

Over the past several years, we took a closer look at our executive compensation program and increased the focus and intensity of our stockholder engagement in direct response to the lower levels of say-on-pay support we received at our 2018 and 2019 annual stockholder meetings. Through these exchanges, we gained greater appreciation for our stockholders’ views on plan design, annual incentives, long-term incentives and performance metrics. We are committed to having a compensation program that is tied to our strategic objectives and responds to our stockholders’ priorities, while mitigating any avoidable disruption to the business.

We heard a range of different perspectives on our executive compensation program from stockholders during our 2018 and 2019 outreach initiative, all of which were considered by the Committee. Based on feedback, and considering the program as a whole as well as the strategic goals of the Company, over the past several years, the Committee took the following actions:

What We Heard

What We Did

Increase the Use of Performance-Based Compensation

Stockholders expressed a desire for more at-risk, as opposed to fixed, pay especially as it related to long-term incentives.

    For 2020, named executive officers received 50% of their long-term incentive grants in performance-based restricted stock units, an increase from the 33% weighting in 2019.

    In 2020, a greater percentage of the targeted annual cash compensation was delivered in the form of annual incentive award targets rather than base salary increases, thus increasing overall at-risk pay.

Reconsider the Performance Metrics Used in the Program

Stockholders expressed some concern regarding their view that the performance metrics overlapped and also provided feedback regarding the length of the performance periods. The threshold to earn annual incentive compensation (70% of target) was viewed as too low.

    In 2020, the Company switched from earnings before interest and taxes (“EBIT”) to earnings per share (“EPS”) as the performance metric for long-term incentives.

    In addition, in 2020, the Company raised the threshold to earn both annual and long-term incentive compensation from 70% to 80% of target and lowered the ceiling from 130% to 120% of target.

Discretionary Compensation is Disfavored

Stockholders disfavored routine use of discretionary compensation.

    No discretionary, non-performance-based awards were granted in 2020.

 


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What Guides Our Program

 

Compensation Philosophy and Objectives

The Company’s executive compensation program is designed to attract and retain highly skilled, performance-oriented executives and closely align compensation paid to our named executive officers with our operating and financial goals. The Committee regularly discusses the general principles that form the basis of our executive compensation program. The objectives, which guided the Committee’s executive compensation decisions in 2020, are discussed below.

Objective

Key Elements

Align the interests of our executives with those of our stockholders.

 

  Performance-based executive compensation, including annual incentives and grants of performance-based restricted stock units, which are designed to incentivize management actions that are considered likely to enhance long-term Company performance and achieve selected financial and strategic metrics;

  Awards of time-vested restricted stock units under our long-term incentive plan, the value of which are dependent upon the growth of the Company’s stock price over a period of several years; and

  Executive stock ownership guidelines pursuant to which executives are expected to maintain significant holdings of our stock.

Reward achievement of both annual and long-term strategic and financial performance.

 

  Grants of performance-based restricted stock units, the payout of which is contingent upon our performance, as measured by certain key financial measures, over three annual performance periods;

  Grants of restricted stock units, the value of which are dependent upon the growth of the Company’s stock price over a period of several years; and

  Annual performance-based incentive award, with a targeted focus on annual individual and Company-wide strategic and financial goals.

Attract, motivate and retain highly experienced employees in key executive positions.

 

  A competitive total direct compensation package consisting of base salary, performance-based annual incentive awards and long-term equity awards;

  Employment agreements with our executives, which contain severance and change in control protections; and

  A Supplemental Savings Plan, a deferred compensation program providing a tax-advantaged method for our executives to save for retirement by deferring salary and annual incentive compensation and to receive matching and profit sharing contributions.

 

Emphasis on Performance

As discussed in more detail below, a primary goal of our executive compensation program is to achieve accountability for performance by linking elements of executive compensation to achievement of measurable performance objectives that reflect our strategic plan. Because a portion of total direct compensation is in the form of performance-based variable pay awards (annual incentive awards and long-term incentive equity awards), the aggregate total direct compensation of our executives is designed to increase when the Company’s performance exceeds, and to decrease when the Company’s performance falls short of, our strategic and financial goals. Total direct compensation for each of our executives can also increase or decrease based on individual performance.

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Key Compensation Elements

The primary elements of our compensation program for named executive officers are base salary, an annual incentive opportunity and long-term incentive awards. Each component is designed to contribute to a total executive compensation package that is competitive, performance-based and supportive of our financial and strategic goals. In determining the total compensation of the named executive officers, the Committee considers our operating and financial performance as a whole as well as each executive’s execution of the responsibilities associated with his or her respective position. The following table outlines the framework of the main elements of our executive compensation program for our named executive officers.

Compensation Element

 

Purpose

 

Key Characteristics

Base Salary

 

Provides a pay opportunity that is designed to be competitive with companies for which we compete for talent without incurring excessive fixed costs.

 

Determined by responsibility, level of position, assessment of competitive pay, individual performance and other market factors.

 

Compensation Element

 

Purpose

 

Key Characteristics

Annual Incentives

 

Motivates performance by delivering rewards for achievement of Company and individual performance goals, while delivering reduced or no awards for Company or individual underperformance.

 

Annual cash award or combination of cash and equity, subject to achievement of pre-determined financial measures and other key corporate performance objectives.

Long-Term Incentives (Restricted Stock Units)

 

Rewards the achievement of long-term financial and strategic goals, retains key talent and creates stockholder value by aligning with long-term performance objectives.

Performance-Based Restricted Stock Units

 

Subject to performance criteria based on EPS for each of fiscal years 2020, 2021 and 2022. If earned, vests on the anniversary of the grant date after the applicable performance period.

 

Pay Mix

Part of our named executive officers’ total direct compensation opportunity is equity-based, at-risk, and/or long-term. The following charts illustrate the relative value of compensation components for our 2020 total direct compensation program (base salary, annual incentive awards and long-term incentive equity awards) as a percentage of total direct compensation. For purposes of these calculations base salary, annual incentive awards and long-term incentive equity awards were annualized for both named executive officers who departed in 2020 and those who were hired in 2020.

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BREAKDOWN OF CEO AND OTHER NAMED EXECUTIVE OFFICERS

TARGET COMPENSATION OPPORTUNITY

 

 

 

Good Compensation Governance Practices

The Committee regularly reviews our executive compensation program and incorporates commonly viewed best practices as it deems appropriate; examples of best practices that we have adopted include:

 

  The majority of executive compensation is variable and linked to achieving financial and strategic goals or to the Company’s stock price performance over time

  No tax gross-ups for excess parachute payments

  All senior executives have stock retention requirements

  The Company maintains a compensation recoupment (i.e., clawback”) policy

  Annual incentive compensation and long-term executive compensation are based on a variety of pre-established performance metrics

  Directors, officers and all other employees are prohibited from hedging or pledging Company securities

  
Regular risk assessment of executive compensation  programs

  Grant agreements for restricted stock units prohibit the payment of dividend equivalents prior to the vesting date, and none are paid with respect to restricted stock units that are forfeited

  Target total direct compensation is generally competitive with peer group and other companies with which we compete for talent

  Double trigger cash severance and long-term incentive provisions in the event of a change in control

  Committee engages an independent compensation consultant

  Limited perquisites

Role of the Compensation Committee

The Committee, composed entirely of independent directors, oversees the executive compensation program for our named executive officers. As part of its annual process, the Committee works closely with executive management and its independent compensation consultant.

Generally, in the first and fourth quarters of each year, the Committee reviews our historical pay and Company and individual performance information, including our performance relative to the objectives set forth in the prior year’s incentive program. The Committee approves annual incentive awards for executive officers based on recommendations

32


 

from our CEO for executive officers other than himself and on our performance. The Committee also determines the executive compensation program for the current year. As part of this process, the Committee reviews the aggregate value of the total compensation opportunities provided to each of the executive officers. Following the review, the Committee determines annual base salaries, target annual incentive compensation, and long-term incentive opportunities for each executive officer. The Committee also approves the goals and performance metrics for our annual incentive compensation and the performance-based component of our long-term incentives. In the first quarter of 2020, the Committee set performance goals for the annual incentive compensation and long-term incentive programs.

Throughout the year, the Committee discusses the philosophy for the overall executive compensation packages and decides whether changes should be made in the design of the program. As part of regular Committee meetings, Committee members generally meet in executive session, during which members of management are not present.

From time to time, the Committee considers the effect of one-time or unusual items, if any, that may impact reported financial results. To more accurately reflect the operating performance of our business, the Committee reviews a number of potential adjustments to our reported financial results for incentive program purposes. Generally, any adjustments are intended to exclude one-time or unusual items and external factors that are inconsistent with the assumptions reflected in our financial plans. Standard adjustments may be made: for accounting-related changes or changes in laws or regulations not included in our annual operating plan, such as changes related to U.S. tax reform; to exclude integration costs or make other adjustments related to unbudgeted merger and acquisition activity; and for other items not considered representative of the results of operations for the period, as approved by the Committee. When designing the compensation program for 2020, the Committee did not make any adjustments for COVID-related items or any other one-time or unusual items.

Role of Management in Establishing Compensation

At the direction of the Committee Chair, management generally prepares materials for the Committee in advance of its meetings. During the annual evaluation process, the CEO evaluates the performance of our named executive officers (other than himself) and provides a recommendation to the Committee with respect to changes to base salary, annual performance incentives and long-term incentive equity awards. Our CEO provides recommendations regarding the compensation of the other named executive officers but is not involved in setting his own compensation.

Role of Compensation Consultant

Pursuant to its charter, the Committee has the independent authority to engage the services of outside advisors and experts, including executive compensation consultants. The role of the compensation consultant is to provide independent, expert advice to the Committee on the design of the Company’s compensation programs and the level of compensation paid to our senior executives. The compensation consultant reports directly to the Committee and was not utilized to perform any other services for the Company. The Committee has assessed the independence of the compensation consultant that performed services for the Committee during 2020 and concluded that the compensation consultant’s work is independent of management and does not raise any conflicts of interest. The Committee has the authority to hire and dismiss the compensation consultants, as well as to establish new engagements. If requested by the Committee, a representative of the compensation consultant may participate in Committee meetings.

In May 2019, the Committee retained Pearl Meyer to serve as the Company’s independent executive compensation consultant for the 2020 program, at which time Pearl Meyer worked with the Committee to review the executive compensation program, consider the feedback of stockholders and make recommendations for improvements to the program for 2020.

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Role of Benchmarking and Peer Companies

The Committee considers salary, annual incentive compensation and long-term incentive compensation for the named executive officers against competitive market information. For purposes of setting 2020 compensation, the peer group consisted of the following 19 companies (“Peer Group”):

Fiscal 2020 Peer Group

Aegion

Infrastructure & Energy Alternatives

Orion Group

Ameresco

Limbach Holdings

SEACOR Holdings

Argan, Inc.

Logistec Corporation

Sterling Construction

Badger Daylighting

Matrix Service

Team, Inc.

Construction Partners

Mistras Group

Tidewater International

Hill International

MYR Group

 

IES Holdings

NV5 Global

 

 

The Committee selected this Peer Group in the fourth quarter of 2019 with the assistance of its compensation consultant, after considering U.S.-based public companies in the same and similar Global Industry Classification System (GICS) Industry Group with comparable revenues, total assets and enterprise value. The compensation consultant considered companies with similar lines of business as the Company, namely asset-intensive companies that provide infrastructure and engineering services and are of similar size to Great Lakes. The compensation consultant recommended maintaining a similar peer group as utilized for 2019 executive compensation decisions, but removing Layne Christensen, Willbros Group and Willdan Group and adding Argan Inc., Construction Partners, Infrastructure & Energy Alternatives, Limbach Holdings, SEACOR Holdings and Tidewater International. Layne Christensen and Willbros Group were removed because following acquisition activity, they were no longer publicly-traded companies. In addition, Willdan Group was removed because its consulting practice does not have sufficient business similarities, particularly around managing assets, compared to Great Lakes, to remain in the Peer Group. Argan, Construction Partners, Infrastructure & Energy Alternatives, Limbach Holdings, SEACOR Holdings and Tidewater International were added because of similarity in business characteristics with Great Lakes. Select comparative financial measures for the Peer Group are summarized below:

 

Peer Group

 

Great Lakes

 

Median

75th Percentile

 

Company Data

Percentile Rank

 

(in millions)

 

Revenue

$778

$1,131

 

$720

43%

Total Assets

$574

$1,000

 

$893

70%

Enterprise Value

$639

$945

 

$938

74%

Median/Percentiles determined by Pearl Meyer using Standard & Poor’s Capital IQ Service and Peer Group company information. The financial information referenced above was derived from data as of September 30, 2019.

The Committee utilizes the Peer Group as a reference point for decisions relating to our executive compensation program involving our named executive officers. Executive compensation data from the Peer Group is aggregated by the compensation consultant and presented to the Committee in summary form. The Committee reviews the aggregated data to obtain a general understanding of current executive compensation practices utilized by our Peer Group. The Committee also utilizes the data as a market check that the Company’s pay practices are generally competitive and fulfill the Committee’s stated goal of attracting and retaining its named executive officers. The Committee does not target specific levels of executive compensation as compared to the Peer Group.

On an annual basis, the compensation consultant provides a competitive market assessment, which includes a report on the compensation of our named executive officers, relative to a market median (developed based on an analysis of the compensation elements from the Peer Group, along with executive compensation data from published compensation surveys). The Committee considers the competitive market assessment when making its final executive compensation decisions. It is the Committee’s current intention to continue annual competitive market assessments to evaluate whether our senior executives are compensated appropriately in terms of levels and design.

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2020 Executive Compensation Program in Detail

Base Salary

We seek to provide competitive base salaries that allow us to attract and retain executive talent without incurring excessive fixed costs. Accordingly, we consider a variety of factors such as:

the salaries of executives in similar positions in our Peer Group;

our executives’ skills, experience and knowledge;

the responsibilities required of the executives in their roles;

the importance of the position to the Company; and

the difficulty of replacement.

Decisions regarding individual salary levels were based upon a review of multiple criteria including market data of our Peer Group, the individual’s performance, the Company’s performance and the advice of the compensation consultant. Effective January 1, 2020, our named executive officers received modest base salary increases as part of the total annual executive compensation program and the factors detailed above. Compensation for newly hired named executive officers was determined based on the market pay levels for the positions into which they were hired as well as their prior experience in comparable roles at other organizations.

Name

 

2020
Base Salary

 

2019
Base Salary

% Increase

Lasse J. Petterson

$

725,000

$

700,000

3.57

Mark W. Marinko

$

402,000

$

394,748

1.84

David E. Simonelli

$

428,000

$

420,240

1.85

William H. Hanson

$

230,000

$

218,280

5.37

James J. Tastard

$

345,000*

$

___

___

Kathleen LaVoy**

$

356,000

$

350,200

1.67

Annette W. Cyr**

$

310,000

$

275,000

12.7  

*Mr. Tastard received $86,250 in FY2020 as Prorated Salary based on his start date of October 1, 2020.

**Ms. LaVoy and Ms. Cyr terminated employment with the Company on December 31, 2020 and November 11, 2020, respectively.

Annual Incentive Compensation

The Company’s annual incentive compensation program is designed to be supportive of the Company’s short-term operating objectives and to provide competitive target total annual executive compensation opportunities. In 2020, the Company granted annual incentive compensation pursuant to the Executive Leadership Annual Incentive Program, which was administered under the Company’s 2017 Long Term Incentive Plan (the “2017 LTIP”). All of our named executive officers participated in the program.

The formula for calculating annual incentive compensation payouts is as follows:

 

 

Each named executive officer has quantitative and qualitative performance goals that are established annually. For 2020, the Committee set Adjusted EBITDA from Continuing Operations (or “Adjusted EBITDA”) as the financial goal for named executive officers. The Committee established the financial target based on the Company’s budget plan for the year and set threshold and stretch goals for the Company at 80% and 120% of budget, respectively.

The Committee also set qualitative individual goals for each named executive officer, as described below. The qualitative goals are set at the beginning of the performance period (or, with respect to new hires, at the time of hire) and are designed to motivate performance with respect to other stated strategic, operational, financial and corporate objectives.

Performance for the CEO was measured based solely on the financial results of the Company as a whole. The Committee also considered, but did not assign a specific weight to, the individual qualitative goals listed below when determining

35


 

whether to modify the CEO’s actual award. Performance for the other named executive officers was measured based on the financial results of the Company as a whole and on individual goals according to the weights set forth below.

Name

Financial Measurement Weight

Individual Strategic Goal Weight

Lasse J. Petterson

100%

  0%

Mark W. Marinko

  80%

20%

David E. Simonelli

  80%

20%

James J. Tastard

  80%

20%

William H. Hanson

  80%

20%

Kathleen M. LaVoy

  80%

20%

Annette W. Cyr

  80%

20%

The Committee retains subjective discretion to adjust payout results as it deems appropriate and in accordance with the terms of the 2017 LTIP. Under the Executive Leadership Annual Incentive Program, the Committee may modify calculated payouts from 0-150% based on individual performance, although individual modifications are expected to be generally +/- 10% of calculated amounts. In addition, as detailed above in Role of the Compensation Committee, adjustments may be made to mitigate the effects of events that, unless excluded, would be inconsistent with the intent of the annual incentive compensation program. In 2020, the Committee did not exercise its discretion to adjust the quantitative performance measures, other than in accordance with the standard adjustment for exclusion of budgeted and actual incentive pay when calculating achievement of performance goals.

2020 Goal Detail

Below is the summary of annual incentive compensation goals for 2020. Weighting of each goal varied based on each named executive officer’s role with the Company.

 

Annual Incentive Compensation Metric

How Measured

Why Chosen?

Adjusted EBITDA from Continuing Operations

Achievement of Adjusted EBITDA, which rewards the achievement of strategic objectives in supporting the Company’s annual and strategic plan.

Adjusted EBITDA from Continuing Operations allows us to evaluate our operational efficiency and success in generating profit from revenues.

Safety*

Achievement of improvements in Total Recordable Incident Rate and Man Overboard incidents.

Our goal is to be Incident and Injury Free®, sending our employees home safe and injury-free every day. Each member of the Company, including executives, is responsible for driving our safety culture.

People, Talent and Culture*

Continue initiatives related to talent development program, organizational analysis and structured environmental, social and governance processes.

Attracting, retaining and developing talented team members is critical to the Company’s short- and long-term success.

Business Review*

Continue cost savings, develop and execute on fleet rationalization and modernization, review business lines and secure new revolving credit facility.

Execution of objectives in alignment with the Company’s strategic plan, including continued cost savings, is the primary focus of our executive team.

Budget*

Achievement of individual operating plans.

While all executives’ performance targets are tied to Company-wide financial metrics, each individual is also measured on his or her individual operating budget to ensure efficient management of his or her department or division.  

  *Component used to assess individual performance, weighted at 20% for named executive officers other than the CEO.

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Financial Goal Achievement for 2020

We exceeded the financial goal for the year set by the Committee.

 

 

Adjusted EBITDA vs. Budget

Pool Funding

(% Target)

 

 

 

Performance Level

 

<Threshold

 

$109.614 MM

0%

 

Threshold

 

$109.614 MM

50%

 

Target

 

$137.018 MM

100%

 

Maximum

 

$164.422 MM

200%

 

Performance between threshold and target and target and maximum are linearly interpolated. The performance levels disclosed above include budgeted incentive pay (excluded for calculation of achievement of performance goals).

Actual Adjusted EBITDA from Continuing Operations was $151.058 million and was between the target and maximum achievement levels and funded the portion of the CEO’s incentive allocation to Company performance at 173.29% of target.

Individual Goal Achievement for 2020

To assess individual goals, each named executive officer submits a written self-appraisal regarding the achievement of his or her pre-established goals for the year. For the named executive officers other than the CEO, the appraisals are reviewed by the CEO. The CEO provides performance appraisals for each of the named executive officers, which are then discussed with the Committee. The self-appraisal for the CEO is discussed with the Committee. 

2020 was a year of strong overall performance, led by our team of executive officers. The Committee firmly believes that overall individual performance for the executive officer team exceeded target for the year, given the significant financial, operational and strategic successes.

The following factors were considered when assessing the performance of the named executive officers (other than the CEO):

Successful execution of the 2020 Operating Plan

Implementation of our new organizational structure, including regional operational centers and leadership development program

Introduction of our “lowest unit cost” initiative

Development and execution of our Offshore Wind strategy

Entrance into contract and launch of our new hopper dredge build program

Above-target achievement of safety goals, including improvement of Total Recordable Incident Rate (“TRIR”) and Lost Time Incident Rate Reporting (“LTIR”) metrics

Reduction of Man Overboard (“MOB”) incidents and introduction of vessel improvements designed to lessen MOB risks

Continued development of our structured Environmental, Sustainability and Governance (“ESG”) initiatives

 

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Actual Payouts for 2020

Based on the financial goal achievement (for all of the named executive officers) and the assessment of qualitative goals (for named executive officers other than the CEO) for 2020, the Committee awarded annual incentive awards to each of our named executive officers as reflected in the following table:

Name

Target Award Opportunity

  

Actual

Award

 

Opportunity

Earned

 

% Salary

$

 

$

 

% of Target

Lasse J. Petterson

100%

$

725,000

 

$

1,256,353

 

173.29%

Mark W. Marinko

65%

$

261,300

 

$

440,635

 

168.63%

David E. Simonelli

65%

$

278,200

 

$

483,044

 

173.63%

James J. Tastard

55%

$

189,750

 

$

76,092*

 

160.40%

William H. Hanson

40%

$

92,000

 

$

159,741

 

176.63%

Kathleen M. LaVoy

55%

$

195,800

 

$

310,601

 

158.63%

Annette W. Cyr

55%

$

170,500

 

$

235,505

 

138.13%

*Mr. Tastard received $76,092 for FY2020 prorated award based on his start date of October 1, 2020.

 

Long-Term Incentive Awards

Overview

Long-term incentives are awarded pursuant to the 2017 LTIP, a stockholder-approved equity plan. Every year, the Committee reviews the mix of types of incentives and the percentage of each type of incentive granted. In 2020, the Committee chose to grant restricted stock units with a combination of performance-based and service-based vesting conditions. The Committee believes this mix of grant types motivates key executives to drive business results against the Company’s goals, further aligns management’s interests with those of our stockholders over the long-term and retains individuals deemed critical to the Company’s future success.

The aggregate value of a named executive officer’s long-term incentive equity award is determined by the Committee in conjunction with its consideration of the 2020 competitive market assessment and is based, in part, upon the contribution that the named executive officer is expected to make to the overall growth, strategic and financial performance of the Company during the vesting period. The Committee also considers equity compensation levels of our Peer Group and the annual competitive market assessment.

 

38


 

2020 Long-Term Incentive Grants

The Committee considers and reviews many factors in determining the appropriate mix of long-term equity incentive awards. These factors include the prevalence and composition of equity awards reported in the competitive market assessment, as well as the mix of awards deemed necessary to effectively incentivize management and reward the creation of value for stockholders and strong overall strategic and financial performance. Additional information regarding the long-term incentives selected by the Committee for 2020 is set forth in the following table:

 

Type

Features

How Measured

Why Chosen?

Performance-Based Restricted Stock Units (“PSUs”)

  Fifty percent (50%) of the regular long-term incentive grant.

  Target number of PSUs is based on the stock price on the date of grant.

  Number of PSUs that may be earned range from 0% - 200% of target based on achievement of budgeted EPS for 2020, 2021 and 2022 (one-year performance periods).

  Earned PSUs for the applicable fiscal year vest on the anniversary of the grant date after the applicable performance period.

  Align long-term compensation for named executive officers with Company performance.

  EPS complements the Adjusted EBITDA from Continuing Operations metric in the annual incentive plan and reflects bottom line profitability, thereby aligning executive pay with stockholder interests

Restricted Stock Units (“RSUs”)

 

  Fifty percent (50%) of the regular long-term incentive grant.

  Number of RSUs is based on the stock price on the date of grant.

  Time-based; vests in three equal annual installments.

  Encourage retention and align interests of management with stockholders through benefits and risks of stock.

In January of the program grant year, the Committee sets the threshold, target and maximum performance criteria for PSUs vesting in each of the three one-year performance periods in the program. The criteria are pre-determined for the full three-year performance cycle, with increasing targets for each year of the program.  It is the Committee’s policy to authorize and grant equity awards as of the date of the Committee meeting at which such awards are approved by the independent directors who serve on the Committee, based upon the fair market value of our common stock as of the grant date of the award.

The PSU program is three years in length, although each performance period is one year. The Committee continues to assess the viability of setting longer performance periods. The Committee’s decision to select one-year performance periods is influenced to a large degree by the fact that a significant portion of the Company’s revenue is based on the budget of the United States Army Corps of Engineers (the “Corps”). The Corps’ budget is set by Congress on an annual basis, and the Company has limited visibility and assurances regarding future years. Accordingly, the Committee sets the first year of the performance period based on the Company’s budget and sets increased target performance for the second and third years of the grant at the time of the award. In that way, should the Corps’ budget experience negative fluctuations, a factor outside management’s control, targets for the second or third year could be impacted but the entire program will not be affected.

39


 

The total grants and grant-date fair values for the long-term incentive awards granted under the 2020 program are as follows:

 

Target Opportunity (as a % of Base Salary)

Restricted Stock Units

 

Performance-Based Restricted Stock Units

 

Name

Shares (#)

Grant Date Fair Value(1)(2)

 

Shares (#)

Grant Date Fair Value(1)(2)

Total

LTI Value

at Target

Lasse J. Petterson

160%

85,546

$580,002

 

85,546

$579,998

$1,160,000

David E. Simonelli

85%

26,829

$181,901

 

   26,829

$181,901

$363,802

Mark W. Marinko

75%

22,235

$150,753

 

22,235

$150,750

$301,503

Kathleen M. LaVoy

60%

15,752

$106,799

 

13,752

$106,799

     $213,598

Annette W. Cyr

55%

13,717

$ 93,001

 

13,717

  $93,001

     $186,003

James J. Tastard

60%

10,030

$ 99,999

 

  ___  

   ___        

$99,999

William H. Hanson

40%

   4,274

$ 28,978

 

6,785

$  45,999

$74,997

 

(1)

Grant date fair value is calculated in accordance with ASC Topic 718.

 

 

(2)

The new hire grant for Mr. Tastard is calculated at $9.97/share.

 

Long-Term Incentive Achievement for Fiscal Year 2020

The Committee reviewed the Company’s performance for fiscal year 2020 for long-term incentives granted under the 2018 program, the 2019 program and the 2020 program. The table below identifies the EBIT and EPS performance criteria for the outstanding PSU grants based on fiscal year 2020 performance as well as the Company’s results:

 

 

EBIT vs. Budget

EPS vs. Budget

 

 

 

Performance

Performance

Performance

Funding

 

 

Level (2018 Grant)

Level (2019 Grant)

Level (2020 Grant)

(% Target)

<Threshold

 

$37.2 MM

$56.8 MM

$0.52

0%

Threshold

 

$37.2 MM

$56.8 MM

$0.52

50%

Target

 

$53.1 MM

$81.2 MM

$0.82

100%

Maximum

 

$61.1 MM

$105.6 MM

$1.13

200%

The Committee determined that the maximum level of EBIT was achieved for each of the 2018 and 2019 grants and, as a result, the named executive officers were issued PSUs from the 2018 and 2019 programs. Specifically, 2020 EBIT was $112.875 million resulting in a payout of 200% for each program. The Committee also determined that the actual level of EPS exceeded target for the 2020 grants, and as a result, the named executive officers were issued PSUs from the 2020 program. Specifically, 2020 EPS was $1.00 resulting in a payout of 158% of target.

Other Compensation Practices, Policies and Related Matters

Stock Ownership and Retention Guidelines

The Company maintains guidelines for stock ownership with respect to its named executive officers, senior executives and vice presidents. The purpose of the guidelines is to encourage our senior executives and vice presidents to demonstrate a commitment to the Company and its stockholders by retaining a required value of Company stock. Each participant is provided with a reasonable period of time to attain the required ownership level. The guidelines provide that each continuing named executive officer retain a number of eligible shares with a value at least equal to a multiple of the executive’s base annual salary as follows:

Name

 

Retention Requirement

Lasse J. Petterson

 

5.0x salary

Mark W. Marinko

 

3.0x salary

David E. Simonelli(1)

 

3.0x salary

James J. Tastard

 

3.0x salary

William H. Hanson(1)

 

3.0x salary

*For Mr. Simonelli and Mr. Hanson, vested but unexercised options granted prior to 2014 are valued using the Black-Scholes model and count towards a portion of his retention requirement.

40


 

All shares of common stock are eligible shares and count toward the retention requirement, with the shares of common stock valued using an average of the closing stock price over the prior month. Each named executive officer must retain 50% of net profit shares realized upon the: (i) exercise of stock options, (ii) settlement of performance-based restricted stock units and (iii) vesting of restricted stock units until the required retention value is attained. As of December 31, 2020, each of our continuing named executive officers was in compliance with the guidelines through meeting the retention requirement or complying with the retention ratio of 50% of net profit shares. The Committee does not consider existing stock ownership levels of individual executives in determining the amount of long-term incentive equity awards.

Additional Benefits

The Company has adopted benefit programs that are designed to be supportive of business and human resource strategies and that provide for the delivery of equitable value to executives relative to lower-level employees. The Company strives to avoid programs that do not support an identifiable business objective.

Accordingly, the named executive officers generally participate in the same benefits program that is provided to other employees, including life and medical insurance and 401(k) matching and profit sharing. Our 401(k) plan provides that we will match, dollar for dollar, up to 6% of an employee’s salary and incentive compensation that is contributed to his or her 401(k) account. We also may provide a profit sharing contribution to an employee’s 401(k) account as a percentage (between 0% and 7%) of the employee’s salary. However, the IRS limits the total annual contribution for an employee into a qualified plan. This amount was $19,500 for 2020.

Supplemental Savings Plan

In addition, our named executive officers and other eligible employees may contribute to a Supplemental Savings Plan (“SSP”), a nonqualified deferred compensation plan that allows eligible employees to elect to defer salary and annual incentive compensation and to receive matching and profit sharing contributions in excess of the maximum amounts that they can defer or receive under the 401(k) plan due to IRS limits. Although the SSP is unfunded, participants may elect to notionally invest deferred amounts in most of the investment alternatives that are available under the qualified 401(k) plan. Participants also elect when to receive distributions of deferred amounts under the SSP. No tax gross-ups are provided to participants under the SSP.

Compensation Recoupment (“Clawback”) Policy

We have a compensation recoupment policy, which requires certain cash and equity incentive compensation to be repaid to the Company if awarded as a result of inaccurate financial data. The policy applies to current and former executive officers of the Company, as well as other employees designated by the Board or the Committee. In addition, the policy allows the Committee to recoup compensation paid to an employee as a result of any conduct justifying termination for cause of that employee.

Risk Assessment

We designed our executive compensation program to drive performance toward the achievement of our short-term and long-term goals and to increase stockholder value, while appropriately balancing risk and reward. In March 2020, the Committee conducted its annual review and risk assessment of the Company’s executive compensation policies and practices. Following this review, the Committee concluded that our executive compensation program was appropriately designed for the size and complexity of the Company and does not encourage excessive risk-taking.

Employment Agreements

As of December 31, 2020, and discussed beginning on page 49, all of our new and continuing named executive officers had written employment agreements, which would entitle each executive to severance benefits depending upon the circumstances of resignation or termination. The Committee believes that these agreements provide essential protections to both the named executive officers and the Company. Agreements providing for severance and change-in-control payments assist us in attracting and retaining qualified executives who have job alternatives. At the same time, the applicable agreements preserve our valuable assets by imposing upon the executives’ non-competition and non-solicitation restrictions, confidentiality obligations and cooperation covenants. In connection with their departures from the Company, Ms. LaVoy and Ms. Cyr received separation benefits consistent with the terms of their employment agreements.

41


 

The Board and the Committee believe that retention of key personnel is an important goal. Employment agreements are one vehicle for retaining top talent. The Board and Committee believe that the severance benefits agreed to in the case of these termination events are reasonable in light of the potential value delivered to stockholders in return. These agreements do not provide excise tax gross-ups. In 2020, the Committee reviewed the employment agreements with its compensation consultant, Pearl Meyer, and concluded that the agreements are generally in line with typical market practices.

Prohibition on Hedging and Pledging

We believe that equity ownership fosters an atmosphere where directors, officers and other employees “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s stockholders. Accordingly, we prohibit directors, officers and all other employees from the trading of derivative securities related to shares of our stock, including hedging strategies, puts, calls or other types of derivative securities. Our insider trading policy also prohibits all directors, officers and employees from pledging shares of our stock.

Compensation Committee Interlocks with Insider Participation

During fiscal year 2020, the Compensation Committee was composed of D. Michael Steuert (current Chair), Lawrence R. Dickerson, and Kathleen M. Shanahan, none of whom is an employee or current or former officer of our Company, or any of the Company’s subsidiaries, nor had any relationship with our Company requiring disclosure. The Board has determined that Messrs. Steuert and Dickerson and Ms. Shanahan are independent in accordance with NASDAQ Marketplace Rules. There were no interlocking relationships during the fiscal year ended December 31, 2020.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions with the Company’s management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

 

D. Michael Steuert, Chair

 

 

Lawrence R. Dickerson

Kathleen M. Shanahan

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for Year Ended December 31, 2020

The following table summarizes the compensation of our named executive officers for the year ended December 31, 2020 and, to the extent required by applicable SEC disclosure rules, the years ended December 31, 2019 and December 31, 2018:

Name and Principal Position

Year

Salary

Bonus(1)

Stock

Awards(2)

Non-Equity

Incentive

Compensation(3)

All Other

Compensation(4)

Total

Lasse J. Petterson

2020

$

725,000

$

$

1,160,000

$

1,256,353

$

159,438

$

3,300,791

President & Chief Executive Officer

2019

$

700,000

$

$

1,375,802

$

1,580,000

$

144,089

$

3,799,891

2018

$

700,000

$

500,000

$

1,000,001

$

984,816

$

67,500

$

3,252,317

Mark W. Marinko

2020

$

402,000

$

$

301,503

$

440,635

$

51,444

$

1,195,582

Senior Vice President, Chief Financial Officer

 

2019

$

394,748

$

$

236,851

$

412,512

$

50,580

$

1,094,691

2018

$

394,748

$

$

236,851

$

290,250

$

55,299

$

977,148

David E. Simonelli

2020

$

428,000

$

$

363,802

$

483,044

$

49,246

$

1,324,092

Chief Operating Officer

2019

$

420,240

$

$

315,180

$

497,984

$

65,470

$

1,298,874

2018

$

420,240

$

$

315,180

$

371,124

$

56,653

$

1,163,197

James J. Tastard

2020

$

86,250

$

35,000

$

99,999

$

76,092

$

321,705

$

619,046

Senior Vice President, Chief Human Resources & Administrative Officer as of 10/01/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

William H. Hanson

2020

$

230,000

$

$

74,977

$

159,741

$

71,485

$

536,203

Senior Vice President – Government Relations & Business Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kathleen M. LaVoy

2020

$

356,000

$

$

213,598

$

310,601

$          

1,500,881

$

2,381,080

Former Senior Vice President,

2019

$

350,200

$

$

140,076

$

365,959

$

118,963

$

975,198

Chief Legal Officer

2018

$

350,200

$

$

140,083

$

256,620

$

54,695

$

801,598

Annette W. Cyr

2020

$

256,666

$

$

186,002

$

235,505

$

625,705

$

1,303,878

Former Senior Vice President, Chief Human Resources & Administrative Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amount reported in this column for Mr. Tastard for 2020 represents payment of a one-time sign-on bonus paid in cash.

(2)

Represents the aggregate grant date fair value for restricted stock units and performance–based restricted stock units granted in 2020. The amounts reported in this column are calculated in accordance with FASB ASC Topic 718. The amounts included for the performance–based restricted stock units granted during 2020 are calculated based on the probable outcome of the performance conditions for such awards at the time of grant, which was achievement of the target performance conditions for the regular program. If the highest level of performance is achieved for these performance–based restricted stock units, the maximum value of these awards at the grant date would be as follows: Mr. Petterson, $1,159,997; Mr. Marinko, $301,500; Mr. Simonelli, $363,801; Mr. Hanson, $91,998; Ms. LaVoy, $213,597; and Ms. Cyr, $186,003. The assumptions used in determining the FASB ASC Topic 718 values are set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, see “Grants of Plan Based Awards Table” on page 45 for more information regarding the equity compensation granted in 2020 to our named executive officers.

(3)

Represents annual incentive compensation paid under the annual incentive program based upon the achievement of performance-based targets and individual qualitative goals. The 2020 annual incentives were paid in early 2021, see “Compensation Discussion and Analysis” on page 25 for further information regarding the 2020 annual incentive compensation program. Pursuant to the employment agreement with Mr. Simonelli, a portion of the earned annual incentives were incentives delivered as fully vested shares of common stock as follows: 25% of his award (or $120,761) was paid in shares of our common stock.

 


43


 

(4)

The dollar value of the amounts shown in this column for 2020 includes the following:

Name

Supplemental

Savings

Plan

 

Matching Contributions

to 401(k)

 

 

 

Profit Sharing

 

 

 

Tuition               Reimbursement

 

Relocation                  Stipend

      Severance Payments

 

Consulting Fees

Total

Lasse J. Petterson

$

91,950

 

$

17,100

 

$

50,388

 

$

$       —

$       —

 

 

$

159,438

Mark W. Marinko

$

6,405

 

$

17,100

 

$

27,939

 

$

$       —

$       —

 

 

$

51,444

David E. Simonelli

$

2,400

 

$

17,100

  

$

29,746

 

$

___

$       —

$       —

 

 

$

49,246

James J.      Tastard

$

 

$

 

$

5,994

 

$

$       —

$       —

$  315,711****

 

$

321,705

William H. Hanson

$

2,400

 

$

17,100

 

$

15,985

 

$

$  36,000**

$       —

 

 

$

71,485    

Kathleen M. LaVoy

$

23,596

 

$

17,100

 

$

24,742

 

$

60,000*

$       —

$1,375,443***

 

 

$

1,500,881

Annette W.              Cyr

$

2,657

 

$

17,100

 

$

18,464

 

$

$       —

$  587,484***

 

 

$

625,705

* The tuition reimbursement reported in this column was valued on the basis of the aggregate cost to the Company and represents amounts paid to the named executive officer as reimbursements for tuition expenses.

** Represents annual stipend for office space and cost-of-living adjustment for required relocation to Washington, D.C.

***Represents amounts paid to Ms. LaVoy and Ms. Cyr pursuant to their separation agreements, as described below.

****Represents consulting fees paid to Mr. Tastard’s firm prior to his election as Chief Human Resources & Administrative Officer for services directly rendered by Mr. Tastard.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44


 

Grants of Plan-Based Awards in 2020

The following table provides additional information about our long-term incentive equity awards, which consist of performance-based restricted stock unit awards (“PSUs”), restricted stock unit awards (“RSUs”), and non-equity incentive plan awards, in each case, granted to our named executive officers in 2020 from the 2017 LTIP:

 

 

 

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Shares of Stock Units(3)

Grant Date Fair Value of Stock(4)

 

 

 

Threshold

Target

Maximum

Threshold

Target

Maximum

Name

Award Type

Grant Date

($)

($)

($)

(#)

(#)

(#)

(#)

(#)

Lasse J. Petterson

Annual Incentive

 

0

725,000

1,450,000

 

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

 

 

 

85,546

580,002

 

PSUs

March 12, 2020

 

 

 

42,773

85,546

171,091

 

579,998

Mark W. Marinko

Annual Incentive

 

0

261,300

522,600

 

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

 

 

 

22,235

150,753

 

PSUs

March 12, 2020

 

 

 

11,117

22,235

44,469

 

150,750

David E. Simonelli

Annual Incentive

 

0

278,200

556,400

 

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

 

 

 

26,829

181,901

 

PSUs

March 12, 2020

 

 

 

13,415

26,829

53,658

 

181,901

James J. Tastard

Annual Incentive

 

0

51,750

103,500

 

 

 

 

 

 

RSUs

October 5, 2020

 

 

 

 

 

 

10,030

99,999

William H. Hanson

Annual Incentive

 

0

92,000

184,000

  

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

  

 

 

4,274

28,978

 

PSUs

March 12, 2020

 

 

 

3,392

6,785

13,569

 

45,999

Kathleen M. LaVoy

Annual Incentive

 

0

195,800

391,600

 

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

 

 

 

15,752

106,799

 

PSUs

March 12, 2020

 

 

 

7,876

15,752

31,504

 

106,799

Annette W. Cyr

Annual Incentive

 

0

170,500

341,000

 

 

 

 

 

 

RSUs

March 12, 2020

 

 

 

 

 

 

13,717

93,001

 

PSUs

March 12, 2020

 

 

 

6,859

13,717

27,434

 

93,001

 

(1)

As described above, annual incentive awards under the annual incentive program are based on the achievement of certain performance metrics, see “Components of Executive Compensation – Annual Incentive Compensation” on page 35 for further information regarding the Annual Incentive Plan. For Mr. Simonelli, 75% of the annual incentive is paid in cash and 25% is paid in common stock of the Company per the terms of his employment agreement.

(2)

Represents the threshold, target and maximum payment opportunities for the 2020 PSUs granted under the 2017 LTIP. The PSUs are subject to performance criteria based on EPS for each of fiscal years 2020, 2021 and 2022. Subject to achievement of the respective performance goal, PSUs vest on the anniversary of the grant date after the applicable performance period. See “Components of Executive Compensation – Long-Term Incentive Awards” on page 38 for further information regarding the 2020 PSUs and achievement of the performance criteria for 2020.

(3)

Represents RSUs described under “Components of Executive Compensation – Long-Term Incentive Awards” on page 38. RSUs vest in annual one-third installments on each anniversary of the grant.

(4)

Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The amounts included in this column for the PSUs granted during 2020 are calculated based on the probable satisfaction of the target performance conditions for such awards. The assumptions used in determining the FASB ASC Topic 718 values are set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

45


 

Outstanding Equity Awards at 2020 Fiscal Year-End

The following table provides information on outstanding equity awards held by our named executive officers as of December 31, 2020. The equity awards reported in the Stock Awards column consist of RSUs and PSUs and the equity awards reported in the Options Awards columns consist of non-qualified stock options.

 

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options (#)

(Exercisable)

Number of

Securities

Underlying

Unexercised

Options (#)

(Unexercisable)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock

That Have

Not Vested (#)

Market

Value

of Shares

or Units of

Stock That

Have Not

Vested ($)(1)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights

That Have

Not Vested (#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

($)(1)

Lasse J. Petterson

$

 

 

46,297

(2)

$

609,731

 

 

$

 

 

 

 

$

 

 

46,297

(3)

$

609,731

 

 

$

 

 

$

 

 

53,938

(4)

$

710,363

 

 

$

 

 

$

 

 

26,965

(5)

$

355,129

26,976

(6)

$

355,274

 

$

 

 

85,546

(7)

$

1,126,641

 

 

$

 

 

$

 

 

45,049

(8)

$

593,295

114,066

(9)

$

1,502,249

Mark W. Marinko

$

 

 

10,966

(2)

$

144,422

 

 

$

 

 

$

 

 

10,966

(3)

$

144,422

 

 

$

 

 

$

 

 

12,776

(4)

$

168,260

 

 

$

 

 

$

 

 

6,386

(5)

$

84,104

6,390

(6)

$

84,156

 

$

 

 

22,235

(7)

$

292,835

 

 

$

 

 

$

 

 

11,709

(8)

$

154,208

29,648

(9)

$

390,464

David E. Simonelli

23,024

$

6.45

June 6, 2022

14,592

(2)

$

192,177

 

 

$

 

 

43,227

$

7.56

May 7, 2023

14,593

(3)

$

192,190

 

 

$

 

 

31,314

$

7.62

May 9, 2024

17,000

(4)

$

223,890

 

 

$

 

 

$

 

 

8,499

(5)

$

111,932

8,502

(6)

$

111,971

 

$

 

 

26,829

(7)

$

353,338

 

 

$

 

 

$

 

 

14,128

(8)

$

186,066

35,774

(9)

$

471,144

James J. Tastard

$

 

 

10,030

(7)

$

132,095

 

$

William H. Hanson

2,631

$

5.33

June 27, 2021

1,910

(2)

$

25,157

 

 

$

 

 

1,890

$

6.45

June 6, 2022

3,895

(4)

$

51,293

 

 

$

 

 

1,945

$

7.56

May 7, 2023

4,274

(7)

$

56,289

 

 

$

 

 

2,145

$

7.62

May 9, 2024

3,572

(8)

$

47,043

9,047

(9)

$

119,149

Kathleen M. LaVoy

$

 

 

 

$

3,779

(6)

$

49,769

 

$

 

 

 

$

10,500

(10)

$

138,285

Annette W. Cyr

$

 

 

 

$

18,291

(9)

$

240,892

(1)

Based on the closing price of our common stock as reported on the NASDAQ Global Select Market of $13.17 per share on December 31, 2020.

(2)

RSUs vested on March 9, 2021.

(3)

PSUs earned as of December 31, 2020 and released to grantee on March 9, 2021.

(4)

RSUs vest in two equal installments beginning March 13, 2021.

(5)

PSUs earned as of December 31, 2020 and released to grantee on March 13, 2021.

(6)

If earned, PSUs vest on March 13, 2022 based on performance goals for fiscal year 2021. Subject to achievement of the respective performance goal, PSUs vest on the anniversary of the grant date following the applicable performance period. In accordance with the SEC executive compensation disclosure rules, the amounts reported are based on achieving the maximum performance goals.

46


 

(7)

RSUs vest in three equal installments beginning March 12, 2021.

(8)

PSUs earned as of December 31, 2020 and released to grantee on March 12, 2021.

(9)

If earned, PSUs vest in two equal installments beginning on March 12, 2022 based on performance goals for each of fiscal years 2021 and 2022. Subject to achievement of the respective performance goal, PSUs vest on the anniversary of the grant date following the applicable performance period. In accordance with the SEC executive compensation disclosure rules, the amounts reported are based on achieving the maximum performance goals.

(10)

If earned, PSUs vest on March 12, 2022 based on performance goals for fiscal year 2021. Subject to achievement of the respective performance goal, PSUs vest on the anniversary of the grant date following the applicable performance period. In accordance with the SEC executive compensation disclosure rules, the amounts reported are based on achieving the maximum performance goals.