Westley S. Stockton
Executive Vice President, Chief Financial Officer, Treasurer and Secretary at GULF ISLAND FABRICATION
Executive
About Westley S. Stockton
Westley S. Stockton is Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Gulf Island Fabrication (GIFI), serving in this role since September 2018; he is 53 and a certified public accountant with prior senior finance roles at CB&I and audit roles at PwC and Arthur Andersen . Under the company’s pay-versus-performance disclosures, 2024 net income was $14.7 million and the value of a fixed $100 investment based on TSR rose to $170, indicating positive performance vs. 2023; NEO compensation actually paid increased correspondingly, consistent with equity-linked pay design . The 2024 incentive structure tied payouts to Adjusted Cash Flow (a non-GAAP EBITDA-based metric) and safety KPIs, and performance-based RSUs vested upon achieving break-even Adjusted Cash Flow, aligning compensation with cash generation and safety outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Bridge & Iron (CB&I) | SVP & Chief Accounting Officer | 2008–2018 | Senior leadership across financial operations and M&A at large EPC firm |
| CB&I | Senior finance leadership (financial operations, M&A) | 2002–2008 | Led financial operations and deal execution supporting growth initiatives |
| PwC; Arthur Andersen | Audit-related roles | 1994–2002 | Public accounting foundation; CPA credential supporting governance/controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Audit-related roles | 1994–2002 | External audit experience; strengthens financial reporting rigor |
| Arthur Andersen | Audit-related roles | 1994–2002 | External audit experience; strengthens controls and compliance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $342,013 | $342,013 |
| Target Bonus % | Not disclosed | Not disclosed (change-of-control agreement defines “target bonus” but % not disclosed) |
| Non-Equity Incentive Paid ($) | $380,687 | $600,024 |
| Stock Awards Fair Value ($) | $344,000 | $185,183 |
| Total Compensation ($) | $1,066,700 | $1,127,220 |
Key observations:
- No changes to executive base salaries since April 1, 2022 .
- 2024 mix shifted to greater cash incentive (AIP) and lower grant-date equity value vs. 2023, consistent with break-even cash flow threshold design .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Structure and Outcomes
- Metrics: Adjusted Cash Flow and Safety (TRIR, LTIR; safety metrics equally weighted) .
- Management Amount derivation (company-level): Actual Adjusted Cash Flow $14,874k; Excess Cash Flow $8,744k; Actual Management Amount $2,782k; Safety Bonus Amount $414k; Plan LTI Amount $692k; Payout Amount $1,676k .
- Safety results: TRIR target 0.63 vs actual 0.27 (100% earned); LTIR target 0.15 vs actual 0.00 (100% earned) .
- Stockton participant interest: 28.7%; 2024 cash incentive payout components: Safety Bonus Earned $118,958; Management Amount Earned $481,066; total Cash Incentive Payout $600,024 .
- Additional performance bonus opportunity tied to shipyard claims: approved for Heo and Stockton; no payouts in 2024 .
| Metric | Threshold | Target | Actual | Percent Earned | Payout Component (Stockton) |
|---|---|---|---|---|---|
| TRIR | 0.95 | 0.63 | 0.27 | 100% | Included in Safety Bonus ($118,958) |
| LTIR | 0.23 | 0.15 | 0.00 | 100% | Included in Safety Bonus ($118,958) |
| Adjusted Cash Flow (AIP financial gate) | Break-even | Break-even | $14,874k | Achieved | Management Amount component ($481,066) |
Long-Term Incentives (LTI) – RSUs
- 2024 LTI awards comprised solely of performance-based RSUs paying out only if break-even Adjusted Cash Flow achieved; certified achieved in early 2025 .
- Grant date April 1, 2024; Stockton target value $185,188; RSUs granted 24,691; vest in three equal annual installments on April 1, 2025, 2026, and 2027 (service-based post-performance) .
| Grant | Type | Shares Granted | Grant-Date Value | Vesting Schedule |
|---|---|---|---|---|
| Apr 1, 2024 | Performance-based RSUs | 24,691 | $185,188 | 33% on Apr 1, 2025; 33% on Apr 1, 2026; 33% on Apr 1, 2027 |
| May 1, 2023 | RSUs (time/performance mix certified) | 119,550 at grant | $517,652 market value as of Dec 29, 2023 | Unvested balance 79,699 at Dec 31, 2024; 50% on May 1, 2025; 50% on May 1, 2026 |
| Apr 1, 2022 | RSUs (time-based) | 71,668 at Dec 31, 2023 | $310,322 market value as of Dec 29, 2023 | Unvested balance 35,834 at Dec 31, 2024; 100% on Apr 1, 2025 |
Clawbacks and Risk Governance:
- Stand-alone clawback policy adopted in 2023 to comply with SEC/NASDAQ; award agreements include pre-existing recovery provisions for misconduct leading to restatements or increased incentive payouts .
- Prohibition on hedging and pledging company stock by directors and executive officers; formal insider trading policy applies .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares (Apr 1, 2025) | 425,413 shares |
| Ownership as % of outstanding | 2.6% (based on 16,377,229 shares outstanding) |
| RSUs vesting within 60 days (as of Apr 1, 2025) | 39,850 RSUs |
| Stock ownership guideline (executives) | 1.25x base salary for non-CEO executives; 2.0x for CEO |
| Compliance with ownership guidelines | All NEOs exceeded target ownership levels as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors and executive officers |
Employment Terms
| Provision | Details |
|---|---|
| Role start date | Became EVP, CFO, Treasurer and Secretary in September 2018 |
| Employment agreements | The Company has no employment agreements with executive officers |
| Change-of-control (CoC) protection | Double-trigger: if terminated without cause or resigns for good reason within 24 months post-CoC, receives accrued salary and pro-rata bonus, plus lump-sum severance |
| Severance multiple | 2.0x base salary + target annual bonus for Stockton |
| Welfare benefits (illustrative CoC termination as of Dec 31, 2024) | $41,232 |
| RSU acceleration (illustrative) | $954,926 unvested RSUs accelerated (Dec 31, 2024 assumption) |
| Pro-rata bonus (illustrative) | $343,262 (also payable upon death, disability, or retirement following CoC) |
| Total CoC package (illustrative) | $2,570,620 |
| 280G treatment | Payments subject to potential reduction to avoid excise tax under IRC Section 280G |
| Auto-renewal | CoC agreements automatically extended for successive one-year terms; amended and restated March 3, 2025 to clarify “good reason,” define “target bonus,” and include equity acceleration |
Compensation Committee & Say‑on‑Pay
- Compensation Committee members: Robert M. Averick (Chair), William E. Chiles, Michael J. Keeffe, Cheryl D. Richard; all independent and non-employee directors; met four times in 2024 .
- Consultant use: Aon Hewitt last engaged in 2018 for peer group and market practices; assessed independent of management .
- Pay philosophy: Emphasizes pay-for-performance with Adjusted Cash Flow and safety KPIs, performance-based LTI, stock ownership guidelines, clawbacks; does not provide excise tax gross-ups, prohibits hedging/pledging, and limits perquisites .
- Say‑on‑Pay support: More than 98% approval at the prior annual meeting (2024) .
Investment Implications
- Strong alignment: High ownership (2.6%) and compliance with stock ownership guidelines, combined with prohibitions on hedging/pledging, suggest meaningful skin-in-the-game and reduced misalignment risk .
- Vesting cadence and potential liquidity events: Significant scheduled RSU vesting in early April (2025/2026/2027) and May (2025/2026) could create recurring trading windows; monitor Form 4 filings around these dates to gauge selling pressure and retention dynamics .
- Performance-linked pay: 2024 AIP payouts reflect achievement of cash flow and safety targets; performance RSUs vest only with break-even Adjusted Cash Flow, tying value creation to cash generation and safety outcomes—constructive for pay-for-performance signals .
- Change-of-control economics: Double-trigger protection with 2.0x salary+target bonus, pro-rata bonus, welfare, and RSU acceleration (subject to 280G cutback) is market-consistent; could incentivize stability through a transaction while limiting excess via cutback .
- Governance and shareholder support: Robust clawback, ownership guidelines, and >98% say-on-pay support indicate low governance friction; equity-centric CAP responsiveness to TSR supports alignment with investors’ outcomes .