Jay R. Troger
About Jay R. Troger
Independent director of Gulf Island Fabrication, Inc. (GIFI); age 69; director since 2023. Former CEO of Mopec Group (2016–2021), ex-partner at Bain & Company, and chief executive of several manufacturing and distribution companies. Serves on GIFI’s Audit Committee and Corporate Governance & Nominating Committee; designated an Audit Committee Financial Expert; independent under NASDAQ standards. 100% attendance for Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mopec Group (private medical device manufacturer) | Chief Executive Officer and Director | 2016–2021 | Led operations; relevant manufacturing/distribution expertise |
| Bain & Company | Partner | Prior to 2016 (years not specified) | Strategic planning and consulting expertise |
| Various manufacturing and distribution companies | Chief Executive | Prior to 2016 (companies not specified) | Operational leadership across industrial businesses |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gore Street America Corporation | Non‑Executive Director | Private | Alternative energy/manufacturing/distribution experience cited |
| GSF Americas, Inc. | Non‑Executive Director | Private | Private company board role |
| LeviSense Medical, Inc. | Non‑Executive Director | Private | Private company board role |
| Other public company directorships | — | — | None disclosed in proxy |
Board Governance
- Committee assignments: Audit (Member; Audit Committee Financial Expert) and Corporate Governance & Nominating (Member) .
- Independence: Board determined Troger is “independent” under NASDAQ rules; designated Audit Committee Financial Expert .
- Attendance: Board met six times in 2024; each incumbent director attended 100% of Board and committee meetings; Troger attended the 2024 annual meeting; he was also in attendance at the 2023 meeting .
- Committee engagement: Audit Committee met five times in 2024 (eight in 2023); Corporate Governance & Nominating met three times in 2024 (two in 2023) .
- Board leadership context: CEO became Chair effective Nov 30, 2024; Lead Independent Director appointed; independent directors hold regular executive sessions .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Equity Grant ($ FV) | Total ($) |
|---|---|---|---|---|
| 2024 | Non‑Employee Director | 60,000 | 39,998 (RSUs at $7.50 FV) | 99,998 |
- Structure: Non‑employee directors receive $100,000 annually (60% cash / 40% time‑based RSUs). Additional annual fees: Audit Chair $18,000; Compensation Chair $12,000; Corporate Governance & Nominating Chair $12,000; Lead Independent Director $5,000. No meeting fees; expenses reimbursed .
- Troger is not a committee chair nor Lead Independent Director; his compensation aligns with the base non‑employee director program .
Performance Compensation
Director equity is time‑based; no performance metrics apply to director grants (performance metrics described in proxy are for NEOs) .
| Grant Date | Award Type | RSUs (#) | Grant‑Date FV per RSU ($) | Calculation Basis | Vesting |
|---|---|---|---|---|---|
| Apr 1, 2024 | Time‑Based RSUs | 5,333 | 7.50 | Target equity value equals 40% of annual fee; RSUs determined by dividing by the greater of grant‑day close or $5.00, rounded down | Vest Apr 1, 2025 (1‑year cliff; continued service) |
Note: In early 2025, the Board confirmed 2024 performance‑based RSUs for NEOs achieved their metric; this does not apply to director grants .
Other Directorships & Interlocks
| Company | Relationship to GIFI | Potential Interlock |
|---|---|---|
| Gore Street America Corporation (private) | No disclosed transactions with GIFI | None disclosed |
| GSF Americas, Inc. (private) | No disclosed transactions with GIFI | None disclosed |
| LeviSense Medical, Inc. (private) | No disclosed transactions with GIFI | None disclosed |
- Related‑party transactions: None reportable since Jan 1, 2024 (and none proposed); prior proxy disclosed none since Jan 1, 2023 .
Expertise & Qualifications
- Manufacturing, distribution, and alternative energy business experience; strategic planning and consulting background; former CEO .
- Audit Committee Financial Expert designation; supports financial reporting oversight .
- Board skills matrix indicates breadth across executive leadership, industry, accounting & financial, governance, and strategy among directors (Troger contributes to these areas) .
Equity Ownership
| As‑of Date | Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Mar 27, 2024 | 8,000 | <1% | Direct holdings; RSUs vesting within 60 days included where applicable |
| Apr 1, 2025 | 13,333 | <1% | Includes RSUs vesting within 60 days of Apr 1, 2025 (directors received RSUs vesting Apr 1, 2025) |
- Director stock ownership guidelines: hold at least 15,000 shares (including unvested RSUs); compliance within five years of election, extended by one year for each year with no director equity grants. As of Dec 31, 2024, all directors except Troger exceeded targets; Troger (elected 2023) has until May 18, 2028 to reach target ownership, subject to future extension. Anti‑hedging and anti‑pledging policy prohibits hedging and pledging of Company stock .
Governance Assessment
- Positive signals: Independent director; Audit Committee Financial Expert; active committee service; 100% attendance in 2024; no related‑party transactions; clear prohibition on hedging/pledging; transparent director pay structure with mixed cash/equity .
- Alignment watchpoint: Beneficial ownership (13,333 shares as of Apr 1, 2025) is below 15,000‑share guideline, though within compliance window (deadline May 18, 2028). Monitor accumulation to guideline to strengthen perceived alignment .
- Committee workload: Audit met five times (2024) and eight (2023); Corporate Governance & Nominating met three (2024) and two (2023), indicating ongoing engagement in oversight and ESG/governance processes .
- RED FLAGS: None identified—no conflicts, no attendance issues, no pay anomalies disclosed .