Dana Armstrong
About Dana Armstrong
Dana A. Armstrong, age 53, joined Great Lakes Dredge & Dock Corporation’s Board on January 5, 2025; she is classified in Class II with a term expiring at the 2026 Annual Meeting, and is affirmatively determined to be independent. She was appointed to the Audit Committee on February 25, 2025 and is designated an “audit committee financial expert.” Armstrong holds a Bachelor’s in Accounting and an MBA in Finance from the University of Houston and is a licensed CPA (Texas); she currently serves as Executive Vice President and CFO of Excelerate Energy, Inc. (NYSE:EE). Her core credentials include capital markets, corporate finance, strategic planning, investor relations, ESG, cybersecurity, and financial systems implementations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scientific Drilling International | Senior Vice President & Chief Financial Officer | 2015–2020 | Led finance for global energy services provider; high-accuracy drilling solutions |
| Ion Geophysical Corporation | Various finance roles incl. Vice President & Global Treasurer | 2007–2015 | Geophysical technology/services; capital markets and treasury leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Excelerate Energy, Inc. (NYSE:EE) | Executive Vice President & Chief Financial Officer | 2020–present | LNG infrastructure (FSRU and downstream); public company executive role |
| Other public company directorships | — | — | No other public boards disclosed in GLDD’s proxy for Armstrong |
Board Governance
- Independence: GLDD Board determined Armstrong is independent under Nasdaq rules; only independent directors serve on standing committees .
- Committee assignment: Audit Committee member (appointed Feb 25, 2025); Audit Committee meets oversight responsibilities including financial reporting, internal controls, cybersecurity, AI policies, emissions reporting, and auditor oversight; Armstrong is designated an “audit committee financial expert” .
- Board structure: Independent Board Chair; separation of Chair and CEO roles; executive sessions of independent directors at all regularly scheduled Board meetings .
- Attendance: Board met five times in 2024; each director then in office attended at least 75% of meetings; six of seven attended the 2024 Annual Meeting (Armstrong joined in 2025) .
- Tenure and election: Armstrong is Class II with term expiring at the 2026 Annual Meeting; GLDD stockholders approved declassification in 2024 to move to annual elections by 2027 .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $160,000 | Paid 50% cash ($80,000) and 50% fully vested common shares ($80,000), quarterly in arrears; directors may elect higher equity % |
| Board Chair additional retainer | $100,000 | Additional quarterly fully vested shares for the Chair (not applicable to Armstrong) |
| Audit Committee Chair | $20,000 | Cash, quarterly in arrears |
| Audit Committee Member | $5,000 | Cash, quarterly in arrears (applicable to Armstrong pro rata for 2025) |
| Compensation Committee Chair | $10,000 | Cash, quarterly |
| Compensation Committee Member | $4,000 | Cash, quarterly |
| Nominating, Corporate Governance & Sustainability Committee Chair | $7,500 | Cash, quarterly |
| Nominating, Corporate Governance & Sustainability Committee Member | $4,000 | Cash, quarterly |
| Standard for new director | Standard program applies | Armstrong will receive standard non-employee director compensation |
| Director deferral | DSUs allowed | Directors may defer cash/equity retainers into deferred stock units payable in shares at separation or selected date per Director Deferral Plan |
Performance Compensation
| Performance-Based Director Pay Metrics | Status |
|---|---|
| Formulaic or PSU-linked director compensation | Not disclosed for directors; annual equity component is fully vested stock, not performance-conditioned |
Other Directorships & Interlocks
| Person/Entity | Relationship to GLDD | Potential Interlock/Conflict |
|---|---|---|
| Excelerate Energy, Inc. (NYSE:EE) | Armstrong is EVP & CFO | GLDD 8-K notes no Item 404 related-party transactions for Armstrong; no interlocks disclosed |
Expertise & Qualifications
- Former CFO across LNG infrastructure and energy services; deep finance leadership for globally diverse organizations .
- Audit Committee Financial Expert designation; capital markets, corporate finance, investor relations experience .
- Skills include ESG oversight, cybersecurity governance, and financial systems implementations; aligns with GLDD committee charters expanding to AI/cybersecurity and sustainability .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | Not reported; “–” | As of record date; indicates less than 1% ownership |
| Ownership as % of shares outstanding | — (less than 1%) | As disclosed in Security Ownership table |
| Vested vs. unvested shares | Not applicable | Armstrong joined 2025; director equity is fully vested per retainer grants |
| Deferred stock units | Permitted | Directors may elect deferrals; retention requirement counts DSUs |
| Shares pledged/hedged | Prohibited | Company prohibits hedging and pledging by directors, officers, and employees |
| Stock ownership guideline | $400,000 in common stock (5x cash retainer) | Must retain at least 50% of equity received until guideline met |
| Guideline compliance | All directors achieved or are in compliance | As of 2024 year-end (includes DSUs toward guideline) |
Governance Assessment
- Board effectiveness: Armstrong adds CFO-caliber financial oversight and is designated an Audit Committee Financial Expert; GLDD’s Audit Committee charter explicitly adds cybersecurity and AI oversight, aligning with her skill set .
- Independence and structure: Independent Board Chair; standing committees comprised solely of independent directors; executive sessions at all regular board meetings—strong governance scaffolding .
- Pay and alignment: Director pay split evenly between cash and fully vested stock; robust director ownership guideline ($400k, 5x cash retainer) with mandatory retention until compliance; hedging/pledging prohibited—alignment-positive .
- Shareholder signals: 2024 say‑on‑pay vote passed with ~95% support, and stockholders approved declassification to annual elections—constructive governance momentum .
- Conflicts/related party exposure: 8‑K election filing states no Item 404 related‑party transactions for Armstrong; GLDD has formal Related Party Transaction Policy with Audit Committee oversight and standing pre‑approvals limited to defined cases .
- Attendance/engagement: 2024 attendance threshold met by all directors then in office; Armstrong appointed in 2025 (no 2024 attendance data). Board held five meetings in 2024 and encourages annual meeting attendance .
Notes and References
- Director biography, independence, committee membership, and qualifications .
- Audit Committee duties, financial expert designation, and charter expansion (AI/cybersecurity/emissions) .
- Board structure and executive sessions .
- Declassification and Board composition .
- Director compensation program, retainers, deferral, and ownership guidelines .
- Security ownership of directors and beneficial owners .
- 8‑K announcing Armstrong’s election and compensation standard, with no related‑party transactions .