Matthew R. Oubre
About Matthew R. Oubre
Senior Vice President – Commercial at Gulf Island Fabrication since April 2022; joined the Company in December 2021 via the acquisition of Dynamic Construction Services. Age 53 as of March 27, 2025. Prior roles include President of Dynamic (2015–2021) and earlier operational leadership and project management positions. During his tenure, Company performance improved materially in 2024: net income of $14.7 million vs. a loss of $24.4 million in 2023; pay-versus-performance TSR index rose to 170 (from 108 in 2023; 128 in 2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dynamic Construction Services | President | 2015–2021 | Led business through multiple operating segments and geographies |
| Dynamic Construction Services | EVP & COO; EVP U.S. Fabrication; VP International Operations; Project Manager | pre-2015 (not individually dated) | Executive/operational leadership across fabrication and international operations |
| Universal Fabricators | Project Manager | 1993–1998 | Project management in fabrication/services |
External Roles
No public company directorships or external board roles disclosed for Oubre in Company proxy officer biographies .
Fixed Compensation
- Executive base salaries (Company-wide) unchanged since April 1, 2022; specific base salary amounts for Oubre are not disclosed in proxy NEO tables (he is an executive officer but not a named executive) .
- Company does not maintain general employment agreements with executive officers (outside specified change-of-control agreements for CEO/CFO) and historically avoids tax gross-ups and significant perquisites; hedging/pledging of Company stock is prohibited .
Performance Compensation
Company incentive design applicable to executive management (Oubre participates in the executive cohort):
- Annual Incentive Program (AIP) metrics for 2024: Adjusted Cash Flow threshold via Preferred Shareholder Return (PSR), Management Amount formula, and safety metrics (TRIR, LTIR). Safety paid at 100% based on 2024 outcomes .
- 2024 LTI comprised solely of performance-based RSUs that vested based on achieving break-even Adjusted Cash Flow, with three-year service vesting thereafter; the Board certified achievement in early 2025 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| TRIR (Total Recordable Incident Rate) | 50% of Safety bonus (safety equally weighted) | 0.63 | 0.27 | 100% of Safety component | Cash safety bonus paid after year-end; part of AIP |
| LTIR (Lost Time Incident Rate) | 50% of Safety bonus | 0.15 | 0.00 | 100% of Safety component | Cash safety bonus paid after year-end; part of AIP |
| LTI – Performance-based RSUs (Company-wide) | 100% of 2024 LTI | Break-even Adjusted Cash Flow | Achieved; Board certified early 2025 | Target earned; vests ratably over 3 years | 33% on each anniversary years 1–3 post-grant, service-based |
Equity Ownership & Alignment
- Beneficial ownership: Oubre held 45,170 shares (inclusive of RSUs per the agreement definition) per November 2025 merger-related filings. Based on 15,998,611 shares outstanding, ownership ≈ 0.28% .
- Stock options: None outstanding company-wide as of November 6, 2025; RSUs outstanding cover 347,513 shares .
- Stock ownership guidelines: Executive officers must hold stock equal to 1.25× base salary; hedging and pledging of Company stock are prohibited .
- Anti-hedging/pledging policy: Strict prohibition, reducing misalignment and collateralization risks .
| Item | Detail |
|---|---|
| Shares owned | 45,170 (incl. RSUs per agreement definition) |
| Shares outstanding (reference) | 15,998,611 (measurement date) |
| Ownership % | ~0.28% (=45,170 / 15,998,611) |
| RSU/Option mix | RSUs only; no options outstanding company-wide |
| Hedging / Pledging | Prohibited for directors and executive officers |
| Executive ownership guideline | 1.25× base salary (non-CEO executives) |
Employment Terms
- Change-of-control equity treatment (Company-wide award terms): Double-trigger acceleration—unvested RSUs vest in full if terminated without cause or for good reason within one year post-change of control; performance RSUs convert to time-based at target on change of control .
- Merger considerations (IES Holdings agreement, November 2025): All outstanding RSUs convert to cash-settled “Substitute Awards” at $12.00 per RSU. Executive officers other than CEO/CFO continue original vesting; acceleration applies for termination without cause or for good reason within one year post-merger (aligns with double-trigger design). Non-employee directors’ RSUs vest at the Effective Time .
| Provision | Terms (relevant to Oubre) |
|---|---|
| Equity substitution | RSUs become cash-settled at $12.00 upon vesting (“Substitute Awards”) |
| Vesting post-merger | Continues per original schedule; accelerates on termination without cause or for good reason within one year |
| Performance RSUs | Treated at target if performance incomplete; convert to time-based Substitute Awards |
| General award policy | Double-trigger acceleration for RSUs applies broadly to award recipients |
Performance & Track Record (Company context during Oubre’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net income (loss), $000s | (3,352) | (24,402) | 14,741 |
| Pay-versus-performance TSR index (initial $100) | 128 | 108 | 170 |
Management commentary and 2024 results highlight growth in small-scale fabrication and improved profitability; full-year 2024 adjusted consolidated EBITDA was $12.8 million, with cash and short-term investments of $67.3 million at year-end, strengthening financial flexibility .
Governance & Policies (alignment and risk controls)
- Clawback: Stand-alone clawback policy adopted in 2023; award agreements include recovery provisions for misconduct and restatements .
- Related-party transactions: None reportable in latest proxies .
- Say-on-pay support: >98% approval in 2024 proxy (for 2023 compensation), indicating strong shareholder alignment of pay practices .
Investment Implications
- Alignment: Oubre’s equity exposure (RSUs and shares) and strict anti-hedging/pledging support long-term alignment; executive ownership guidelines further reinforce retention and alignment .
- Vesting/Selling pressure: Merger-driven RSU cash settlement at $12 retains original vesting schedules with acceleration only on qualifying terminations; near-term selling pressure is limited until vesting or termination events occur .
- Contract economics: No separate severance/change-of-control agreement disclosed for Oubre; equity awards have double-trigger terms that balance retention with fair protection, limiting windfall risk and incentivizing continued execution post-merger .
- Execution risk: Company strategy pivots (small-scale fabrication, services expansion) and improved 2024 profitability reduce execution risk versus 2023; however, 2025 guidance cautions EBITDA below 2024 levels due to customer capital spending trends, which may impact incentive outcomes and vesting value realization .