James L. Morvant
About James L. Morvant
James L. Morvant is Senior Vice President – Operations at Gulf Island Fabrication (GIFI). He became SVP – Operations in April 2022 after progressing through leadership roles in Fabrication & Services (SVP 2020–2022), Services (VP 2019–2020), Offsite (Manager 2013–2019), and prior roles from 2000–2013; he is 52 per the 2025 proxy biography . Company performance metrics driving his incentives include 2024 Adjusted Cash Flow of $14.874 million and safety outcomes (TRIR 0.27; LTIR 0.00), with his 2024 annual cash incentive payout of $160,942 and confirmation that 2024 performance-based RSUs met the performance condition (break-even Adjusted Cash Flow), subject to three-year service vesting . GIFI emphasizes pay-for-performance, with no employment agreements, robust clawback, and prohibitions on hedging/pledging; executives must meet stock ownership guidelines (1.25x base salary for non-CEO officers), and NEOs were in compliance as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gulf Island Fabrication | Senior Vice President – Operations | Apr 2022–present | Not disclosed |
| Gulf Island Fabrication | Senior Vice President – Fabrication & Services Division | 2020–2022 | Not disclosed |
| Gulf Island Fabrication | Vice President – Services Division | 2019–2020 | Not disclosed |
| Gulf Island Fabrication | Manager of Offsite, Services Division | 2013–2019 | Not disclosed |
| Gulf Island Fabrication | Various roles (inshore manager, project manager, estimating manager), Services Division | 2000–2013 | Not disclosed |
| Various oil & gas services and shipbuilding companies | Project manager, design engineer | Prior to joining GIFI | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 225,008 | 225,008 |
| Bonus ($) | — | — |
| Non-Equity Incentive Plan Compensation ($) | 187,839 | 160,942 |
| Stock Awards – Grant Date Fair Value ($) | 68,800 | 56,655 |
| Total Compensation ($) | 481,647 | 442,605 |
Key governance points: No employment agreements for executive officers ; clawback policy adopted in 2023 to comply with SEC/NASDAQ standards ; no excise tax gross-ups and prohibitions on hedging/pledging .
Performance Compensation
Annual Incentive Program (AIP) – Structure and 2024 Results
| Metric | Target | Actual | Payout/Impact |
|---|---|---|---|
| Adjusted Cash Flow ($000) | Break-even threshold for LTI performance RSUs; Plan Excess Cash Flow Amount $8,606 | $14,874 Adjusted Cash Flow; Actual Excess Cash Flow $8,744 | Management Amount $2,782 ($000) computed at 32% up to Plan, 20% above |
| Safety – TRIR | 0.63 | 0.27 | 100% of Safety Bonus Amount (metric weighted equally) |
| Safety – LTIR | 0.15 | 0.00 | 100% of Safety Bonus Amount (metric weighted equally) |
Named Executive Officer payout detail (2024):
| NEO | Participant Interest | Safety Bonus Earned ($) | Management Amount Earned ($) | Adjustments ($) | Cash Incentive Payout ($) |
|---|---|---|---|---|---|
| James L. Morvant | 8.7% | 36,060 | 145,831 | (20,949) | 160,942 |
Notes:
- AIP revised for 2024 to focus on Adjusted Cash Flow and safety; NEO payouts ranged 90%–101% of plan awards .
- Additional Shipyard claims bonus applied to CEO and CFO only; no payout in 2024 .
Long-Term Incentive (LTI) – RSUs
| Grant Year | Award Type | Performance Metric | Payout Determination | Vesting |
|---|---|---|---|---|
| 2024 | Performance-based RSUs | Break-even Adjusted Cash Flow (company-level) | Achieved (confirmed early 2025) | 33% on each of Apr 1, 2025/2026/2027 |
| 2023 | Performance-based RSUs | Annual metrics aligned to AIP (adjusted EBITDA, adjusted year-end cash, safety, strategic objectives) | 139.1% of target; converted to additional time-based RSUs (vest over 3 years) | One-third on May 1, 2024/2025/2026 |
Say-on-Pay Context
Shareholders approved say-on-pay in 2023 with >86% support; Committee emphasizes pay-for-performance and continues to refine programs .
Equity Ownership & Alignment
| Item | 2024 (as of Mar 27, 2024) | 2025 (as of Apr 1, 2025) |
|---|---|---|
| Beneficially Owned Shares | 80,580 | 83,448 |
| % of Outstanding Common Stock | <1% | <1% (based on 16,377,229 shares) |
| RSUs vesting within 60 days | 27,636 | 7,970 |
Outstanding RSUs and Vesting Schedules (as of Dec 31, 2024):
| Grant Date | RSUs Unvested | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 4/1/2022 | 7,166 | 48,800 | 100% on Apr 1, 2025 |
| 5/1/2023 | 15,939 | 108,545 | 50% on each of May 1, 2025 and 2026 |
| 4/1/2024 | 7,554 | 51,443 | 33% on Apr 1, 2025/2026/2027 |
Alignment policies:
- Stock ownership guidelines: 1.25x base salary for executive officers; compliance required within five years; NEOs exceeded target ownership as of Dec 31, 2024 .
- Anti-hedging and anti-pledging: Executives prohibited from hedging, borrowing against, or pledging company stock .
- Clawback: Stand-alone compensation recovery policy adopted in 2023; equity award agreements include clawback provisions .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Company has no employment agreements with executive officers |
| Change-of-Control (CoC) Protections | CoC agreements apply to CEO/CFO only; not disclosed for Morvant; equity awards use “double trigger” for acceleration (CoC plus qualifying termination) |
| Potential Payments upon CoC Termination (Morvant) | RSUs (Unvested and Accelerated): $208,788; no severance or welfare benefits noted |
| Non-Compete / Non-Solicit | Not disclosed |
| Clawback Policy | Applies to executives; compliant with SEC/NASDAQ rules |
Compensation Structure Analysis
- Increased at-risk pay: 2024 LTI awards moved to 100% performance-based RSUs versus 50% performance-based component in 2023, heightening pay-for-performance linkage .
- Cash incentives tied to cash generation and safety: 2024 AIP pivots to Adjusted Cash Flow and safety (TRIR/LTIR), reducing discretionary elements; Morvant’s payout adjusted downward to reflect limited involvement in Shipyard division .
- No base salary inflation: No changes since April 1, 2022, limiting guaranteed cash and anchoring incentives to performance .
- Governance protections: No tax gross-ups; explicit anti-hedging/pledging; robust clawback; double-trigger equity awards .
Investment Implications
- Alignment and retention: Morvant’s equity is entirely in RSUs with multi-year vesting and double-trigger acceleration, promoting retention and performance continuity; stock ownership guideline compliance reduces misalignment risk .
- Vesting-driven supply risk: Concentrated vesting in 2025 from 2022/2023/2024 grants (Apr 1 and May 1 tranches) could have created selling pressure windows; anti-hedging/anti-pledging mitigates leverage risk, but actual selling requires Form 4 review .
- Pay-for-performance linkage: The cash-flow centric AIP and 100% performance RSUs in 2024 indicate management confidence in cash generation; Morvant’s adjusted payout suggests discipline around divisional accountability .
- Limited severance exposure: Absence of CoC severance for Morvant (only RSU acceleration) reduces parachute risk; potential payouts are primarily equity acceleration under double-trigger terms .