David Johanson
About David Johanson
David J. Johanson is Senior Vice President, Project Acquisition & Operations at Great Lakes Dredge & Dock (GLDD), appointed in July 2022 after joining the company in 1994 and rising through project management and regional leadership roles; he holds a B.S. in Ocean Engineering (Virginia Tech) and an MBA (Finance) from the University of South Carolina . He is 53 years old and serves among GLDD’s named executive officers, with operational scope spanning backlog, contract margin, and execution across dredging projects . Company performance during his current-role tenure improved markedly: FY2024 net income was $57.3m and Adjusted EBITDA $136.0m (vs. FY2023 net income $13.9m and Adjusted EBITDA $73.0m), while cumulative TSR for 2024 was 99.6 vs. peer group 153.3, underscoring strong operating recovery albeit lagging peer equity performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GLDD | Senior Vice President, Project Acquisition & Operations | 2022–present | Responsibility for backlog, margin, and execution across dredging operations aligned to PSU metrics (G&A+OH, contract margin, year-end backlog) . |
| GLDD | Senior Vice President, Gulf Region | n/a (prior to 2022) | Regional leadership driving project acquisition and operations across a key geography . |
| GLDD | Vice President & Hydraulic Division Manager | 2015– (later advanced) | Led hydraulic dredging division operations and project performance . |
| GLDD | Vice President, Project Director – Charleston Deepening | 2018–2020 | Directed largest USACE dredging contract at the time, evidencing execution on complex capital projects . |
| GLDD | Field Engineer; Project Management Roles | 1994–2015 | Progressive responsibility in project delivery and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Dredging Association (WEDA) – Eastern Branch | Board Member | n/a | Industry engagement and network contributing to market development and best practices . |
| American Society of Civil Engineers | Member | n/a | Professional standards and technical development . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $350,000 | $364,000 |
| Target Bonus (% of Salary) | 55% | 55% |
Performance Compensation
Annual Incentive – FY2024 (Executive Leadership Annual Incentive Program)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout & Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (company) | 70% (financial) | $65m (50% funding) | $130m (100%) | $156m (200%) | $162.5m (above max) | Annual cash paid; Johanson earned 200% of target ($400,400 vs. $200,200 target) |
| Individual strategic goals (Safety, People, Operational, Market/Backlog, Offshore Energy, Fleet renewal, Budget) | 30% | Qualitative (set at start of year) | n/a | n/a | Achievements assessed by CEO/Committee (e.g., MOB incident reduction, backlog, dry dock on-time/budget) | Included within 200% total payout |
Long-Term Incentives – FY2024 Grants
| Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics | FY2024 Results |
|---|---|---|---|---|---|
| RSUs | 12,668 | $109,198 | Time-based; three annual installments (e.g., March 15, 2025 and March 15, 2026 for remaining tranches) | n/a | n/a |
| PSUs (Annual program) | 62,668 | $564,698 | One-year performance periods (2024/2025/2026); earned PSUs vest on anniversary of grant date after applicable year (e.g., March 15, 2025 for 2024 tranche) | 20% G&A+OH; 40% Contract Margin; 40% Year-end Dredging Backlog | Actuals: G&A+OH 10.9% vs. target 12.8%; Contract Margin 27.2% vs. target 23.3%; Backlog $1.2bn vs. target $624.2m; funding at 200% for 2024 |
| Special PSUs (Retention/performance) | 50,000 (20k+30k) | $455,500 | 20,000 PSUs vest on June 30, 2026 if FY2025 EBITDA within ±10% of budget; 30,000 PSUs vest on June 30, 2028 if FY2026 EBITDA within ±10% of budget; continued employment required | FY2025/FY2026 budgeted EBITDA thresholds | Performance years pending |
Multi-Year Compensation Summary
| Component | FY2023 ($) | FY2024 ($) |
|---|---|---|
| Salary | 350,000 | 364,000 |
| Stock Awards (RSUs/PSUs grant-date fair value) | 210,000 | 673,896 |
| Non-Equity Incentive Plan Compensation (Annual bonus) | 196,350 | 400,400 |
| All Other Compensation | 38,640 | 52,120 |
| Total | 794,990 | 1,490,416 |
Equity Ownership & Alignment
- Stock ownership guideline: 3.0x salary; must retain 50% of net shares from RSU/PSU settlements until guideline met; all named executive officers were in compliance as of Dec 31, 2024 .
- Prohibition on hedging/pledging: Directors, officers, and all employees are prohibited from hedging or pledging GLDD securities, reducing alignment risk; clawback policy (Sept 6, 2023) covers cash and equity incentive compensation and allows recoupment for termination-for-cause conduct .
Outstanding Equity Awards (as of Dec 31, 2024; closing price $11.29/share)
| Award | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (various tranches; time-based) | 11,031; 2,645; 6,810; 8,446 | 124,540; 29,862; 76,885; 95,355 |
| PSUs (earned at 182.8% and 199.0% for certain grants; vest Mar 15, 2025) | 12,495; 8,402; 734 | 141,069; 94,859; 8,287 |
| PSUs (FY2025 goal; vest Mar 15, 2026 if earned) | 13,620 | 153,770 |
| PSUs (FY2025/FY2026 goals; vest starting Mar 15, 2026 if earned) | 16,892 | 190,711 |
| Special PSUs (FY2025/FY2026 budgeted EBITDA; vest Jun 30, 2026/2028) | 50,000 | 564,500 |
Deferred Compensation (SSP)
| Metric | FY2024 |
|---|---|
| Executive Contributions ($) | 3,640 |
| Registrant Contributions ($) | 7,560 |
| Aggregate Earnings ($) | 378 |
| Aggregate Balance at FYE ($) | 25,613 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | None as of Dec 31, 2024 (Johanson not subject to an employment agreement) . |
| Severance (general Severance Plan; if terminated Dec 31, 2024) | Salary continuation $280,000; medical/dental $8,832 (discretionary plan) . |
| Change-in-Control (CIC) | No cash CIC multiple; estimated value of long-term incentives vesting/acceleration: $1,200,895 (if awards not assumed, vest per award terms) . |
| Death/Disability | Estimated long-term incentives value: $1,200,895 . |
| Clawback | NASDAQ-compliant clawback policy revised Sept 6, 2023; covers cash and equity incentives; allows recoupment for termination-for-cause conduct . |
| Hedging/Pledging | Prohibited for directors, officers, and employees . |
| Stock Ownership Guideline | 3.0x salary; in compliance as of Dec 31, 2024 . |
Compensation Structure Analysis
- Shift toward equity/at-risk pay: Stock awards increased from $210k in 2023 to $673.9k in 2024, driven by larger PSUs linked to profitability, cost management, and backlog, indicating stronger alignment with multi-year financial outcomes .
- Incentive metrics tightened around operational levers: 2024 PSUs weighted to G&A+OH (20%), contract margin (40%), and year-end backlog (40%); annual bonus fully tied to Adjusted EBITDA plus qualitative execution goals, with payout capped at 200%—all achieved at max in 2024, reflecting rigorous but achieved targets .
- Governance safeguards: No excise tax gross-ups, double-trigger CIC provisions, strict prohibitions on hedging/pledging, and robust clawback reduce misalignment and risk-taking incentives .
Say-on-Pay & Peer Benchmarking
- Say-on-pay support: ~95% approval at the 2024 annual meeting; ~92% at the 2023 meeting, signaling investor support for compensation design .
- Compensation peer group (2024 program): Ameresco; Argan; Badger Infrastructure Solutions; Construction Partners; Forum Energy Technologies; Helix Energy Solutions; KLX Energy Services; Limbach; Logistec; Matrix Service; Mistras; Newpark Resources; Northwest Pipe; NV5 Global; Oil States International; Orion Group; ProPetro; Sterling Infrastructure; Team; Tidewater; GLDD does not target specific pay percentiles against peers .
Investment Implications
- Pay-for-performance alignment is strong: Johanson’s incentives are concentrated on EBITDA, margin, and backlog—core value drivers for GLDD’s asset-intensive dredging business; FY2024 max payouts across annual and PSU metrics reflect robust execution momentum .
- Retention risk moderated by special PSUs: 50,000 PSUs with service-through-June 2028 and EBITDA triggers provide a clear retention mechanism for Johanson across FY2025–FY2026 cycles .
- Governance mitigants reduce red flags: No hedging/pledging, comprehensive clawback, no tax gross-ups, and double-trigger CIC provisions support investor confidence in compensation governance .
- Equity acceleration exposure: In a CIC or death/disability scenario, Johanson’s value realization is predominantly equity-based ($~1.2m), with limited cash severance—aligning outcomes with shareholder value but creating potential insider selling pressure around vesting dates; vesting calendars are transparent (e.g., Mar 15 cycles; Jun 30 for special PSUs) .