Earl Shipp
About Earl L. Shipp
Earl L. Shipp (age 67) has served as an independent director of Great Lakes Dredge & Dock Corporation since 2021 (Class III, term expiring at the 2027 Annual Meeting). He sits on the Audit and Compensation Committees; his background includes 38 years at Dow Inc. with senior operating roles across U.S. Gulf Coast/Texas operations and international leadership, and he holds a B.S. in Chemical Engineering (Wayne State) and a U.S. Coast Guard captain’s license .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | VP Operations, U.S. Gulf Coast and VP, Texas Operations; President, India/Middle East/Africa region; President, Basic Chemicals Group | 38 years; retired Oct 2017 | P&L responsibility for six global business units; board-level oversight of Dow JVs; large capital program conception/execution and strategic growth |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| National Grid PLC (NYSE:NGG; LSE:NG) | Director | — | Chair, Safety & Sustainability Committee; Member, People & Governance Committee |
| Olin Corporation (NYSE:OLN) | Director | — | Chair, Compensation Committee; Member, Audit Committee |
Board Governance
- Independence: The Board has affirmatively determined Shipp is independent; all standing committees comprise independent directors .
- Committee assignments and engagement: Member, Audit Committee (8 meetings in 2024) and Compensation Committee (6 meetings in 2024) .
- Board activity and attendance: The Board met five times in 2024; each director then in office attended at least 75% of Board and committee meetings of which they were a member; six of seven attended the 2024 Annual Meeting .
- Executive sessions of independent directors occur at all regularly scheduled Board meetings .
- Leadership structure: Independent Board Chair; separation of Chair and CEO roles .
| Committee (2024) | Role | Meetings |
|---|---|---|
| Audit | Member | 8 |
| Compensation | Member | 6 |
| Board | Director | 5 (Board meetings held) |
Fixed Compensation
- Structure for non-employee directors: Annual retainer $160,000, paid 50% cash ($80,000) and 50% fully vested common stock ($80,000); plus committee retainers: Audit Chair $20,000, Audit Member $5,000; Compensation Chair $10,000, Compensation Member $4,000; Nominating Chair $7,500, Nominating Member $4,000 .
- 2024 realized compensation for Shipp aligns with structure: Cash $89,000 (base $80,000 + Audit member $5,000 + Compensation member $4,000), Stock awards $80,000, Total $169,000 .
| Component | 2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 89,000 |
| Stock awards (fully vested) | 80,000 |
| Total | 169,000 |
Performance Compensation
- Directors at GLDD receive fully vested equity as part of the annual retainer; there are no performance-based metrics, options, or PSU-based director awards disclosed for Shipp. Directors may elect deferral into deferred stock units; as of 12/31/2024, DSUs were outstanding only for Dickerson, Shanahan, and Steger, not Shipp .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| National Grid PLC | Utilities | Director; Chair Safety & Sustainability; Member People & Governance | No GLDD-related party transactions disclosed; policy deems transactions where a director is merely a director or <10% owner at the other company as pre-approved; Audit Chair may pre-approve < $500k; Committee oversight applies otherwise . |
| Olin Corporation | Chemicals | Director; Chair Compensation; Member Audit | Same related-party transaction policy context; no specific GLDD-related transactions disclosed in provided sections . |
Expertise & Qualifications
- Multinational operations leadership; capital program execution; manufacturing and large-asset operations experience (Dow) .
- Committee leadership experience (Compensation/Audit) at other public companies (Olin; National Grid) .
- Marine environment familiarity (U.S. Coast Guard licensed captain), relevant to GLDD’s operating domain .
Equity Ownership
- Beneficial ownership: 34,060 shares of GLDD common stock; percentage of shares outstanding less than 1% .
- Director stock ownership guidelines: Required retention equals 5× annual pre-deferral cash retainer ($400,000 in 2024); directors must hold at least 50% of net shares until meeting guideline; all directors have either achieved the required level or are in compliance with retention requirement .
- Hedging/pledging: Prohibited for directors, officers, and employees .
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Earl L. Shipp | 34,060 | — (less than 1%) |
Governance Assessment
- Strengths: Independent director with deep heavy-industry and international operating experience; active dual committee membership (Audit and Compensation) with robust committee meeting cadence, supporting risk oversight, cybersecurity/AI policy updates (Audit charter expanded), and clawback oversight (Compensation charter updated) . Equity retainer structure provides ownership alignment; director ownership guidelines and anti-hedging/pledging enhance alignment .
- Compensation quality: Transparent, moderate director pay; cash/equity mix consistent with market and no performance-linked director equity (reduces risk of short-termism); no tax gross-ups; strong clawback policy across the enterprise .
- Attendance/engagement: Board met five times; all directors met 75%+ attendance; Shipp serves on two key committees that met frequently (Audit 8; Compensation 6), indicating high engagement in financial controls and pay governance .
- Potential conflicts: External board roles at National Grid and Olin present typical interlocks; GLDD’s Related Party Transaction Policy provides structured oversight and pre-approval parameters; no specific related-party transactions involving Shipp are disclosed in the provided sections .
- Investor signals: 2024 say-on-pay support of ~95% suggests broad investor confidence in compensation governance; committees (including Shipp’s Compensation Committee) employ an independent consultant (Pearl Meyer) and robust peer benchmarking, with pay-for-performance emphasis .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or low attendance in the provided materials. Continue monitoring for any customer/supplier overlaps with Olin/National Grid and for changes in committee roles or meeting attendance .