Cheryl D. Richard
About Cheryl D. Richard
Cheryl D. Richard (age 69) is an independent director of Gulf Island Fabrication, Inc. (GIFI), serving since 2018, with over 30 years of executive leadership in energy, including HR, information technology, and cybersecurity; she currently chairs the Corporate Governance & Nominating Committee and serves on the Audit and Compensation Committees . She holds cybersecurity certificates from Carnegie Mellon’s CERT Division and Harvard Extension School, and a certificate in AI for Leaders from the University of Texas, reflecting technical acumen relevant to board oversight in cyber and emerging technologies . The Board determined she is independent under NASDAQ rules; all incumbent directors had 100% attendance across Board and committee meetings in 2024, with the Board meeting six times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips Petroleum Co. | Various leadership roles | 1980–2000 | Senior HR/operations foundation in upstream energy |
| Chevron Phillips Chemical Co. | Vice President of Human Resources | 2000–2003 | Led HR for major chemicals JV; strategic talent oversight |
| Transocean Ltd. | Senior Vice President, Human Resources & Information Technology | 2003–2010 | Enterprise HR/IT leadership in offshore drilling; cybersecurity exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SBM Offshore N.V. (public, Netherlands) | Supervisory Board Member | 2015–2023 | Offshore production/services governance; adds sector insight |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Corporate Governance & Nominating (Chair) .
- Independence: Board determined Ms. Richard is independent under NASDAQ standards; five of six directors were independent in 2024, and all committees are fully independent .
- Attendance: Each incumbent director (including Ms. Richard) attended 100% of aggregate Board and committee meetings in 2024; Board met six times, Audit met five, Compensation met four, Corporate Governance & Nominating met three .
- Board leadership: CEO Richard Heo serves as Chair; Lead Independent Director is Robert M. Averick, with defined responsibilities including presiding over executive sessions and shareholder consultations .
- Governance practices: Majority voting in uncontested elections, annual director elections, stock ownership guidelines, anti-hedging/anti-pledging, clawback policy (2023), regular executive sessions, and shareholder right to call special meeting at 20% .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Annual director fee | $100,000 (60% cash, 40% RSUs) | Program effective June 1, 2022; structure maintained |
| Committee chair fee | $12,000 (Corporate Governance & Nominating Chair) | Paid in cash |
| Lead Independent Director add’l fee | $5,000 (not applicable to Richard) | Added Oct 2024 |
| Meeting fees | None | Reimbursed reasonable expenses only |
2024 actual director compensation for Ms. Richard:
- Cash fees: $72,000 .
- Equity awards: 5,333 time-based RSUs at $7.50 grant-date price; grant value $39,998; vest on April 1, 2025 (one year) .
- Total: $111,998 .
| 2024 Director Compensation (Ms. Richard) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $72,000 |
| Stock Awards (RSUs) | $39,998; 5,333 RSUs @ $7.50; vest 4/1/2025 |
| Total | $111,998 |
Equity grant mechanics for non-employee directors:
- 40% of annual fee paid in RSUs; RSUs determined by dividing target equity value by the greater of closing price or $5.00; April 1, 2024 grants vested on first anniversary .
Performance Compensation
- No performance-based director compensation disclosed; director equity is time-based RSUs vesting after one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public boards | SBM Offshore N.V., Supervisory Board (2015–2023) |
| Potential interlocks with GIFI stakeholders | None disclosed; Audit Committee oversees Item 404 transactions; no related-party transactions reportable since Jan 1, 2024 |
Expertise & Qualifications
- Human capital management, HR leadership, and IT/cybersecurity expertise from Transocean (SVP HR & IT) and prior roles; certificates in cybersecurity (Carnegie Mellon CERT; Harvard Extension) and AI for Leaders (UT) .
- Audit Committee member (not designated an “audit committee financial expert”); committee includes multiple financial experts .
- Broader board skills coverage aligns with human capital, risk oversight, corporate governance and strategy focus of the Board .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 25,458 |
| % of shares outstanding | ~0.16% (25,458 / 16,377,229) |
| Unvested director RSUs (granted 4/1/2024) | 5,333; vest 4/1/2025 |
| Stock ownership guidelines | Directors must hold ≥15,000 shares; all current directors except Mr. Troger exceeded targets as of 12/31/2024 (Ms. Richard exceeds) |
| Hedging/pledging | Prohibited for directors and officers |
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance & Nominating Committee responsible for board composition, ESG, governance guidelines, and succession planning—supports board effectiveness and refreshment . 100% attendance across Board/committees in 2024 indicates strong engagement; compensation structure is modest with clear, transparent RSU mechanics and no meeting fees or tax gross-ups; anti-hedging/pledging and stock ownership guidelines enhance alignment .
- Oversight quality: Participation on Audit and Compensation Committees affords visibility into financial reporting integrity and pay-for-performance oversight; Audit meets five times annually; Compensation meets four times; CG&N meets three times .
- Shareholder alignment signals: Robust governance practices (majority voting; annual elections; lead independent director; clawback policy), and historical strong say-on-pay support (>98% approval in 2024), increasing investor confidence .
- Conflicts/red flags: No related-party transactions reportable since Jan 1, 2024; anti-hedging/pledging reduces misalignment risk; no excise tax gross-ups disclosed in change-of-control arrangements for executives (board policy trend) .
- Overall view: Ms. Richard’s governance leadership and cybersecurity/AI credentials strengthen risk oversight and ESG governance; compensation and ownership indicate alignment, with low conflict risk based on disclosures .