Great Lakes Dredge & Dock Corp. Files Definitive Proxy Statement

Ticker: GLDD · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 1372020

Great Lakes Dredge & Dock CORP DEF 14A Filing Summary
FieldDetail
CompanyGreat Lakes Dredge & Dock CORP (GLDD)
Form TypeDEF 14A
Filed DateMar 27, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$13.9 m, $73.0 million, $389.2 million, $8.68 Billion, $2.77 Billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Great Lakes Dredge & Dock, Shareholder Meeting, Executive Compensation

TL;DR

<b>Great Lakes Dredge & Dock Corp. has filed its definitive proxy statement (DEF 14A) on March 27, 2024.</b>

AI Summary

Great Lakes Dredge & Dock CORP (GLDD) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Filing is a DEF 14A, a definitive proxy statement. Company name: Great Lakes Dredge & Dock CORP. Filed on March 27, 2024, for the period ending May 9, 2024. Fiscal year ends December 31. Business and mailing address: 9811 Katy Freeway, Suite 1200, Houston, TX 77024.

Why It Matters

For investors and stakeholders tracking Great Lakes Dredge & Dock CORP, this filing contains several important signals. This filing provides detailed information regarding matters to be voted on at the company's shareholder meeting, including executive compensation and director elections. As a DEF 14A, it signifies the company is seeking shareholder approval for specific corporate actions or proposals.

Risk Assessment

Risk Level: low — Great Lakes Dredge & Dock CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Review the proposals and director nominations in the proxy statement to understand potential changes in corporate governance or executive compensation.

Key Numbers

Key Players & Entities

FAQ

When did Great Lakes Dredge & Dock CORP file this DEF 14A?

Great Lakes Dredge & Dock CORP filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Great Lakes Dredge & Dock CORP (GLDD).

Where can I read the original DEF 14A filing from Great Lakes Dredge & Dock CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Great Lakes Dredge & Dock CORP.

What are the key takeaways from Great Lakes Dredge & Dock CORP's DEF 14A?

Great Lakes Dredge & Dock CORP filed this DEF 14A on March 27, 2024. Key takeaways: Filing is a DEF 14A, a definitive proxy statement.. Company name: Great Lakes Dredge & Dock CORP.. Filed on March 27, 2024, for the period ending May 9, 2024..

Is Great Lakes Dredge & Dock CORP a risky investment based on this filing?

Based on this DEF 14A, Great Lakes Dredge & Dock CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading Great Lakes Dredge & Dock CORP's DEF 14A?

Review the proposals and director nominations in the proxy statement to understand potential changes in corporate governance or executive compensation. The overall sentiment from this filing is neutral.

How does Great Lakes Dredge & Dock CORP compare to its industry peers?

Great Lakes Dredge & Dock Corp. operates in the heavy construction sector, specifically dredging and marine construction.

Are there regulatory concerns for Great Lakes Dredge & Dock CORP?

As a publicly traded company, Great Lakes Dredge & Dock Corp. is subject to SEC regulations for filings like the DEF 14A.

Industry Context

Great Lakes Dredge & Dock Corp. operates in the heavy construction sector, specifically dredging and marine construction.

Regulatory Implications

As a publicly traded company, Great Lakes Dredge & Dock Corp. is subject to SEC regulations for filings like the DEF 14A.

What Investors Should Do

  1. Review the proposals presented for shareholder vote in the DEF 14A.
  2. Examine the details of executive compensation and director nominations.
  3. Note the filing date and reporting period for compliance tracking.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement and does not represent a change from previous filings of the same type.

Filing Stats: 4,441 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-03-27 16:15:19

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 26 Compensation Discussion and Analysis 26 Other Compensation Practices, Policies and Related Matters 36 Compensation Committee Interlocks with Insider Participation 37 Compensation Committee Report 37

Executive Compensation Tables

Executive Compensation Tables 38 Table of Contents Potential Payments Upon Termination or Change in Control 42 CEO Pay Ratio 44 PROPOSAL 3 – Advisory Vote to Approve Executive Compensation 48 Vote Required and Recommendation 48 PROPOSAL 4 - Amendment to the Company's Certificate of Incorporation to Declassify the Board of Directors 50 Vote Required and Recommendation 50 PROPOSAL 5 - Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of the Company's Common Stock from 90,000,000 to 170,000,000 Shares 51 Vote Required and Recommendation 51 PROPOSAL 6 - Amendment to the Company's Certificate of Incorporation to Include the Exculpation of Officers Given Recent Changes in Delaware Law 52 Vote Required and Recommendation 52 PROPOSAL 7 - Amendment to the Company's Certificate of Incorporation to Clarify Certain Provisions Relating to Maritime Laws 53 Vote Required and Recommendation 53 PROPOSAL 8 - Amendment to the Company's Certificate of Incorporation to Remove the Corporate Opportunity Waiver 54 Vote Required and Recommendation 54 PROPOSAL 9 - Amendment and Restatement of the Company's Certificate of Incorporation to Clarify, Eliminate or Update Outdated Provisions and Modernize the Company's Certificate of Incorporation 55 Vote Required and Recommendation 56 Delinquent Section 16(a) Reports 57

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 58 Certain Relationships and Related Transactions 60 Equity Compensation Plan Information 62 Information About the Annual Meeting and Voting 63 Other Matters 66 Appendix A - Reconciliation of Non-GAAP Financial Measures to GAAP Measures 67 Appendix B - Amended and Restated Certificate of Incorporation 68 Table of Contents GREAT LAKES DREDGE & DOCK CORPORATION 9811 KATY FREEWAY, SUITE 1200 HOUSTON, TX 77024 Proxy Statement 2024 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 2024 Annual Meeting of Stockholders, which we refer to as the "Annual Meeting," the "2024 Annual Meeting" or the "2024 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 conducted via live audio webcast at www.virtualshareholdermeeting.com/GLDD2024 , on Thursday, May 9, 2024, at 1:00 p.m. Central Time, for the purposes contained in the accompanying Notice of Annual Meeting of Stockholders and as set forth in this Proxy Statement. In order to reduce costs and our environmental impact, we are offering this Proxy Statement and accompanying materials to our stockholders electronically. On March 27, 2024, 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, the form of proxy and our annual report to stockholders of record as of March 13, 2024 (the "record date"), as permitted

Executive Compensation Highlights

Executive Compensation Highlights Consistent with our pay for performance philosophy, a meaningful portion of our named executive officers' target total compensation for 2023 (i.e. the sum of annualized base salary, target short-term incentive award and target long-term incentive awards) is equity-based or "variable/at-risk," meaning it is only earned if specific financial goals are achieved. For 2023, the percentage of at-risk compensation was 75% for our CEO and 56% in the aggregate for the other named executive officers.

Executive Compensation Practices

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

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 The Company maintains a robust compensation recoupment ("clawback") policy The Compensation Committee engages an independent compensation consultant We maintain double trigger cash severance and long-term incentive provisions in the event of a change in control Annual incentive compensation and long-term incentive 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 ––––––––––––– COMMITTEES ––––––––––––– NAME OF director AGE Director since CLASS INDEPENDENT FINANCIAL EXPERT AUDIT COMPENSATION NOMINATING, CORPORATE GOVERNANCE and sustainability Lawrence R. Dickerson 71 2017 I Ryan J. Levenson 48 2016 II Lasse J. Petterson * 67 2016 III CEO Kathleen M. Shanahan * 65 2018 III Earl L. Shipp * 66 2021 III Ronald R. Steger 70 2018 I D. Michael Steuert 75 2017 I = Independent = Financial Expert = Committee Chair = Committee Member * = Director Nominee The above chart shows the Committee composition as of the record date. Great Lakes Dredge & Dock Corporation 3 2024 Proxy Statement Table of Contents Tenure and Age of our Board Members AVERAGE TENURE AVERAGE AGE Great Lakes Dredge & Dock Corporation 4 2024 Proxy Statement Table of Contents 2023 Business Overview About our Business We completed the year with net income of $13.9 million, adjusted EBITDA ("Adjusted EBITDA") of $73.0 million and a net debt balance of $389.2 million. See Appendix A for a reconciliation of Adjusted EBITDA to net income. The Company's largest domestic dredging customer is the U.S. Army Corps of Engineers ("the Corps"). The Corp

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