Robert M. Averick
About Robert M. Averick
Independent director and Lead Independent Director at Gulf Island Fabrication, Inc. (GIFI). Age 59; director since 2018. Portfolio Manager at Kokino LLC since 2012 with 25 years of small-cap, value-driven public equity portfolio management experience; designated Audit Committee Financial Expert. Serves on all three board committees and chairs the Compensation Committee; appointed Lead Independent Director effective November 30, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kokino LLC | Portfolio Manager | Since 2012 | Finance, strategic planning, consulting; experience cited for Lead Independent role and committee leadership |
External Roles
| Organization | Role | Tenure | Public Company | Committees/Impact |
|---|---|---|---|---|
| Amtech Systems, Inc. | Director | Current (past five years) | Yes (public manufacturer of semiconductor capital equipment) | Not disclosed |
| PhoneX Holdings, Inc. | Chair of the Board | Current | Not stated | Not disclosed |
Board Governance
- Committee assignments: Audit (member; Audit Committee Financial Expert), Compensation (Chair), Corporate Governance & Nominating (member). Audit met 5× in 2024; Compensation met 4×; Corporate Governance & Nominating met 3×.
- Lead Independent Director responsibilities: presides executive sessions, approves board information and agendas, can call meetings of independent directors, available for direct shareholder consultations; appointed effective Nov 30, 2024.
- Independence: Board determined Averick independent under NASDAQ standards; five of six directors independent in 2024, expected four of five post-2025 meeting.
- Attendance: Board met six times in 2024; each incumbent director attended 100% of Board and committee meetings; all directors attended the May 16, 2024 annual meeting.
- Executive sessions: independent directors meet in executive session at each regular meeting; role chaired by independent chair in 2024 and by Lead Independent Director in 2025.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 total; 60% cash, 40% time-based equity (RSUs) | Paid partly in RSUs vesting after one year; grant calibration floor price $5.00 |
| Lead Independent Director fee | +$5,000 annual (added Oct 2024) | Applies to non-employee director serving as Lead Independent Director |
| Committee chair fees | Audit Chair +$18,000; Compensation Chair +$12,000; Corporate Governance & Nominating Chair +$12,000 | No meeting fees; expenses reimbursed |
2024 Actual Director Compensation (Averick):
| Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date FV) | Total |
|---|---|---|---|
| 2024 | $72,834 | $39,998 (5,333 RSUs @ $7.50 grant-date FV) | $112,832 |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Valuation Basis | Vesting |
|---|---|---|---|---|
| Time-based RSUs (director annual grant) | April 1, 2024 | 5,333 RSUs (Averick) | $7.50 per RSU; floor price ≥ $5.00 used to determine units | One-year cliff vest on April 1, 2025, subject to continued service |
- No performance metrics apply to non-employee director equity awards; director RSUs are time-based and not tied to operational financial KPIs.
Other Directorships & Interlocks
| Company | Relationship to GIFI | Potential Interlock/Conflict |
|---|---|---|
| Amtech Systems, Inc. (public) | External directorship | No disclosed transactions with GIFI; no Item 404 related-party transactions reported. |
| PhoneX Holdings, Inc. | External chair role | No disclosed transactions with GIFI; no Item 404 related-party transactions reported. |
Expertise & Qualifications
- Audit/financial expertise; designated audit committee financial expert.
- Finance, strategic planning, and consulting background; public company board experience.
- Board skills matrix: Accounting & Financial Experience; Other Public Company Board Experience; Capital Markets & Banking; Risk Management & Oversight; Corporate Strategy & Business Development; Corporate Governance & Ethics.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Robert M. Averick | 1,843,227 | 11.3% | Includes 31,333 shares beneficially owned by Averick and 1,811,894 shares of Piton Capital Partners, LLC for which he shares voting/dispositive power. |
| Piton Capital Partners, LLC | 1,811,894 | 11.1% | Investment manager Kokino LLC; trading/voting directed by Averick per amended Schedule 13D (June 2, 2023). |
- Ownership guidelines: directors required to hold ≥15,000 shares (including unvested RSUs); as of Dec 31, 2024, all current directors except Troger exceeded targets. Averick meets/exceeds guideline.
- Anti-hedging and pledging: directors prohibited from hedging and pledging Company stock. No pledges disclosed.
- Executive RSU vesting within 60 days noted for NEOs; director RSU details disclosed above; no director options outstanding.
Governance Assessment
- Strengths:
- Lead Independent Director with clearly defined responsibilities to balance combined CEO/Chair structure; independent directors hold executive sessions at each regular meeting.
- Committee leadership breadth (Compensation Chair; Audit member/financial expert; Governance & Nominating member) and 100% meeting attendance support engagement and oversight quality.
- Strong alignment policies: director stock ownership guidelines; anti-hedging/anti-pledging; clawback policy adopted in 2023; majority independent Board and fully independent committees.
- Shareholder support signal: 98% approval of executive say-on-pay at 2024 annual meeting (reflects compensation governance credibility).
- Potential Risks / RED FLAGS to monitor:
- Significant beneficial ownership and shared voting/dispositive power over ~11% of shares via Piton Capital managed by Kokino (Averick as portfolio manager). While Board affirms independence under NASDAQ standards, the large stake implies potential influence and perceived conflicts in certain Board actions; continued monitoring of related-party transactions advisable (none reportable since Jan 1, 2024).
- Compensation consultant usage by the Compensation Committee last engaged in 2018; consider periodic refresh to align with evolving best practices (Committee remains independent and can engage advisors as needed).
No related party transactions reportable under Item 404 since January 1, 2024.
Board evaluation and refreshment processes active; annual skills assessment; majority voting with director resignation policy for failures in uncontested elections.
Notes on Insider Trading Data
Efforts to retrieve recent Form 4 transactions for “Robert M. Averick” using the insider-trades skill encountered an authentication error (401 Unauthorized). As a result, Form 4 trade tables are not included. Proxy-disclosed beneficial ownership is provided above. [insider-trades skill attempt error]