Michael J. Keeffe
About Michael J. Keeffe
Michael J. Keeffe (age 73) is an independent director of Gulf Island Fabrication, Inc., serving since 2014. He is a retired Senior Audit Partner from Deloitte & Touche LLP with 35 years of public accounting experience (1976–2011) focused on oilfield services, engineering & construction, and offshore industries, and he serves as the Board-designated Audit Committee Financial Expert. Keeffe chairs the Audit Committee and is a member of the Compensation Committee; he attended 100% of Board and applicable committee meetings in 2024. His governance profile emphasizes financial expertise, risk management, audit quality, and independence under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Audit Partner | 1976–2011 | Directed public company audits; risk management and quality assurance partner |
| Gulf Island Fabrication, Inc. | Director | 2014–Present | Audit Committee Chair; Compensation Committee member; Audit Committee Financial Expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultra Petroleum Corp. | Director; Audit Committee Chair | 2012–2020 | Chaired audit oversight for a public E&P company |
Board Governance
- Committee assignments: Audit Committee Chair and Financial Expert; Compensation Committee member; not a member of Corporate Governance & Nominating .
- Independence: Board determined Keeffe is independent under NASDAQ listing standards .
- Attendance and engagement: The Board met six times in 2024, and each incumbent director attended 100% of Board and applicable committee meetings. Audit Committee met five times; Compensation Committee four times; Corporate Governance & Nominating Committee three times .
- Executive sessions and oversight: Independent directors hold regular executive sessions; committees are 100% independent with authority to engage advisors .
- Lead Independent Director framework: Robert M. Averick serves as LID following combination of CEO/Chair roles, with defined responsibilities for agenda setting and shareholder engagement .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $78,000 | Portion of $100,000 annual non-employee director fee paid in cash; plus Audit Chair fee |
| Committee chair fee | $18,000 | Audit Committee Chair annual fee |
| Meeting fees | $0 | No meeting fees; expenses reimbursed |
Program terms:
- Non-employee director annual fee: $100,000 (60% cash / 40% time-based equity). Lead Independent Director receives an additional $5,000; Audit Committee Chair $18,000; other committee chairs $12,000 .
- Keeffe’s 2024 cash and equity total: $117,998, comprised of $78,000 fees and $39,998 stock awards (RSUs), reflecting a mix of ~66% cash and ~34% equity based on disclosed amounts .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Apr 1, 2024 | 5,333 | $39,998 (at $7.50 per RSU) | Vest on Apr 1, 2025, subject to continued service |
Notes:
- Director equity is time-based RSUs as part of the annual fee (40% of regular fee); RSUs determined by dividing target equity value by the greater of the grant-date closing price or $5.00, rounded down; vest on first anniversary .
- Directors do not receive options or performance-conditioned equity; no discretionary meeting fees .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlocks/Notes |
|---|---|---|---|
| Ultra Petroleum Corp. | Prior | Director; Audit Committee Chair | No GIFI-related interlocks disclosed |
- Related-party transactions: None reportable under Item 404 since January 1, 2024; Audit Committee oversees review/approval per charter .
Expertise & Qualifications
- Financial/audit: 35-year Deloitte audit leadership; designated Audit Committee Financial Expert .
- Industry: Deep exposure to oilfield services, engineering & construction, offshore industries .
- Governance/risk: Audit chair responsibilities include oversight of external audit, internal audit, internal control over financial reporting, cybersecurity reporting, and Item 404 transactions .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline Status |
|---|---|---|---|
| Michael J. Keeffe | 36,422 | <1% | Directors must hold at least 15,000 shares; all current directors except Troger exceeded targets as of Dec 31, 2024; Keeffe exceeds |
Additional alignment policies:
- Stock ownership guidelines: Directors required to hold ≥15,000 shares; five-year compliance window (extended if no annual director equity grant) .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Company stock, and from borrowing against accounts holding Company stock .
Governance Assessment
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Strengths:
- Independence and attendance: Keeffe is independent and attended 100% of meetings; Board committees are fully independent, with robust executive sessions and authority to engage advisors .
- Audit leadership: As Audit Chair and Financial Expert, Keeffe oversees financial reporting integrity, auditor independence, internal audit, and ICFR, with active engagement of E&Y and RSM .
- Pay structure for directors: Balanced cash/equity, no meeting fees, clear RSU terms; absence of options and tax gross-ups aligns with governance best practices .
- Alignment and policies: Ownership guidelines met; strict anti-hedging/pledging; clawback policy in place; majority independent Board; lead independent director established after CEO/Chair combination .
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Potential concerns / monitoring items:
- CEO also serves as Chair; mitigant is formal Lead Independent Director role with defined responsibilities .
- Concentrated shareholder ownership across several >5% holders warrants continued focus on potential influence; no related-party transactions disclosed and Audit Committee screens Item 404 .
-
RED FLAGS:
- None disclosed related to Keeffe: no Item 404 related-party transactions; anti-hedging/pledging prohibitions; no evidence of low attendance or pay anomalies for directors .