Christopher Gunsten
About Christopher Gunsten
Christopher G. Gunsten (age 55) is Senior Vice President, Project Services & Fleet Engineering at Great Lakes Dredge & Dock. Appointed to his current role in July 2022 (effective August 1, 2022), he previously served as SVP, Project Services, and VP, International Operations; he joined GLDD in 1992 as a field engineer. He holds a B.S. in Civil Engineering from Rutgers University and an MBA from Loyola University Chicago. Company performance during his tenure has strengthened: GLDD reported 2024 net income of $57.3 million, Adjusted EBITDA of $136.0 million, and net debt of $438.0 million; 2023 results were $13.9 million net income and $73.0 million Adjusted EBITDA. Pay-versus-performance disclosures use Adjusted EBITDA, Adjusted EBIT, backlog, and stock price as key measures; 2023 cumulative TSR under SEC methodology was $67.8 on a $100 base.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Lakes Dredge & Dock (GLDD) | SVP, Project Services & Fleet Engineering | Appointed July 2022 (effective Aug 1, 2022) | Leads project management resources, estimating, engineering, procurement, fleet and HSE; succession for retiring COO scope split. |
| GLDD | SVP, Project Services | Oct 2021–Jul 2022 | Built programmatic discipline across project services pre/post award. |
| GLDD | VP, International Operations | Not disclosed | Acquisition/estimating, field supervision of international projects. |
| GLDD | Field Engineer | 1992–(career start) | Ground-up operational experience across dredging operations. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chevron Wheatstone LNG (GLDD dredging subcontract) | Deputy Project Manager | Not disclosed | Managed EPC dredging subcontract (~A$1.2B), complex international execution. |
| Øresund Fixed Link (Copenhagen) | Operations Manager (GLDD) | Not disclosed | Led operations on major European infrastructure link. |
| USACE New York District | Project Manager | Not disclosed | Executed series of capital projects in the 45- and 50-foot Harbor Deepening Programs. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 364,000 |
| Target Bonus (% of Salary) | 55% | 55% (Target $200,200 on $364,000) |
| Actual Annual Incentive Paid ($) | 196,350 (102% of target) | 400,400 |
| All Other Compensation ($) | 38,640 | 48,483 |
| Total Compensation ($) | 794,990 | 1,486,779 |
Performance Compensation
Long-Term Incentive Grants (2024)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Metrics | Vesting |
|---|---|---|---|---|---|
| RSUs | Mar 15, 2024 | 12,668 | 109,198 | Time-based | 1/3 annually on each anniversary. |
| PSUs (annual program) | Mar 15, 2024 | Target 12,668; Threshold 6,334; Max 25,336 | 109,198 | G&A+OH, contract margin, year-end dredging backlog (FY 2024–2026) | Earned annually; vests on anniversary after performance period. |
| PSUs (special) | Jul 30, 2024 | Target 50,000 | 455,500 | Adjusted EBITDA (FY 2025–2026) | 20,000 vest Jun 30, 2026; 30,000 vest Jun 30, 2028, subject to employment and goal achievement. |
Annual Incentive Program (2024 structure and weights)
| Metric | Weighting | Targeting Framework | Payout Mechanics |
|---|---|---|---|
| Adjusted EBITDA (financial) | 70% for non-CEO NEOs, including Gunsten | Threshold 50% and stretch 120% of budget; plan uses external-reporting Adjusted EBITDA (Committee may adjust for unusual items; none made for 2024). | Committee may modify payouts 0–115% based on individual performance; typical ±10%. |
| Individual strategic goals (HSE/ESG, People & Org, Operational Improvement, Market Development, Offshore Wind Strategy, Fleet Renewal/Rationalization, Budget) | 30% for non-CEO NEOs | Qualitative objectives set at period start; safety and backlog emphasized. | Incorporated into final payout determinations. |
Vested Stock in 2023
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| RSUs/PSUs vested in 2023 | 3,557 | 20,481 |
Equity Ownership & Alignment
- Beneficial ownership: 42,401 GLDD common shares; less than 1% of outstanding. Shares outstanding (record date): 67,360,696. Ownership ≈ 0.06% (42,401 / 67,360,696).
- Stock ownership guidelines: Required retention value equal to 3.0x base salary for Gunsten; must retain 50% of net profit shares until compliant; all continuing NEOs in compliance as of Dec 31, 2023. Hedging and pledging of Company securities prohibited.
- Outstanding equity at FY 2024 year-end (unvested/uneared):
- RSUs unvested: 11,031; 2,624; 6,810; 8,446; 12,495; 8,402; 738 (multiple grant tranches). Market value markers provided (based on $11.29/share).
- Unearned PSUs: 13,620; 16,892; 50,000 (includes special EBITDA PSUs).
- Options: None outstanding for NEOs.
- Near-term vesting included in beneficial ownership (as of 2023 record date): shares due to vest within 60 days for Gunsten were 16,331 (counts toward ownership table).
Employment Terms
- Employment agreement: None for Gunsten (as of Dec 31, 2023 and Dec 31, 2024). Severance provided under GLDD Severance Pay Plan at administrator discretion.
- Severance example amounts: As of Dec 31, 2024, salary continuation $280,000; medical/dental benefits $7,634 (non-renewal/termination scenario described). As of Dec 31, 2023, base salary $269,230; medical/dental $13,690.
- Change-in-control treatment: Equity awards vest if not assumed by acquiror; PSUs accelerate based on actual/target performance per agreement; RSUs may accelerate at Committee discretion. Double-trigger provisions maintained; no excise tax gross-ups.
- Death/disability/retirement: RSUs fully vest on death/disability; PSUs earned based on applicable performance period terms; continued vesting on qualifying retirement per award terms.
- Clawback and restrictive covenants: Robust clawback covering cash and equity; plan allows forfeiture/recoupment for breaches of non-compete/non-solicit/confidentiality and for cause.
- Deferred compensation (SSP): 2024 registrant contribution $3,633; aggregate balance at FYE $4,311; standard Section 409A design with deferral/withdrawal features.
Compensation Committee & Peer Benchmarking
- Independent compensation consultant: Pearl Meyer engaged; Committee assessed independence; consultant provides competitive market assessments.
- Peer group: 2024 peer set adds offshore energy/services names (Forum, KLX, Newpark, Oil States, ProPetro) and Northwest Pipe; removes several prior peers. Committee does not target specific pay percentiles; used for market checks.
- Say-on-pay: Approval ~92% in 2023; ~95% in 2024; Committee made no program changes in response.
Investment Implications
- Alignment: High proportion of at-risk, equity-based compensation (RSUs/PSUs), with PSUs tied to Adjusted EBITDA, G&A+OH, contract margin, and backlog—a levered link to profitability and bid discipline in dredging cycle. Ownership guidelines (3x salary), clawbacks, and hedging/pledging prohibitions reinforce alignment and reduce governance risk.
- Retention and selling pressure: Multi-tranche RSUs and annual PSUs create yearly vesting events; special 50k PSUs vesting in 2026/2028 add long-dated retention. No options outstanding; Section 16 filings were compliant; near-term vesting amounts (e.g., 16,331 shares at the 2023 record date) indicate periodic supply but policies require 50% net share retention until guideline met.
- Change-in-control and severance economics: No personal employment agreement reduces guaranteed severance certainty; plan-based severance modest relative to NEOs with contracts; equity is protected if not assumed, lowering exit risk to incentive value. Absence of tax gross-ups and presence of double-trigger treatment are shareholder-friendly.
- Execution track record: Career execution across complex mega-projects (Chevron Wheatstone, Øresund, USACE harbor deepening) supports operational competence—a positive for fleet renewal and backlog goals embedded in PSUs/annual incentives. Company financial improvements in 2024 (NI and Adjusted EBITDA growth) underpin incentive realizations and broader equity upside potential.