Kathleen Shanahan
About Kathleen M. Shanahan
Independent director at Great Lakes Dredge & Dock Corporation since 2018; age 66. Former CEO of Turtle & Hughes, Inc. (2018–2023), with extensive executive experience in environmental remediation, geotechnical and civil construction, and significant public policy roles (Chief of Staff to Florida Governor Jeb Bush and Vice President Dick Cheney; Deputy Secretary of the California Trade and Commerce Agency; roles with Vice President George H.W. Bush and President Reagan’s NSC). Education: MBA (Executive Business Administration), NYU Stern; BA in Nutrition Biochemistry and Economics, UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turtle & Hughes, Inc. | Chief Executive Officer | 2018–2023 | Led women-owned industrial/electrical distributor; operations across industrial, utility, construction markets . |
| Ground Works Solutions (URETEK Holdings, Inc.) | Chair; CEO | Chair since 2011; CEO 2011–2016 | Geotechnical foundation lifting/soil stabilization leadership . |
| WRS Infrastructure & Environment (WRScompass) | Chair & CEO | Prior service (dates not specified beyond “previously”) | Environmental engineering/civil construction operations leadership . |
| TRC Companies, Inc. (NYSE:TRR) | Board & Audit Committee Member | 2015–2017 | Audit oversight at engineering services firm . |
| WCI Communities, Inc. (NYSE:WCI) | Board; Chair, Executive Compensation Committee | 2004–2007 | Led executive comp oversight at homebuilder . |
| Public Policy Roles | Chief of Staff (Jeb Bush; Dick Cheney); Deputy Secretary (CA Trade & Commerce); Special/Staff Assistant (GHWB; Reagan NSC) | Various | Deep policy, governance, strategy experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company (NYSE:MOS) | Director | Joined March 2025 | Public board experience; details per MOS . |
| HireQuest (NASDAQ:HQI) | Director; Audit Committee Member; Chair Nom/Gov Committee | Since 2019 | Audit oversight; leads Nomination/Governance . |
| TerraSea Environmental Solutions LLC | Board (prior) | Prior service | JV previously associated with GLDD . |
| Tampa Bay General Hospital | Board (prior) | Prior service | Nonprofit governance . |
Board Governance
- Independence: Independent director; Board committees composed entirely of independent directors .
- Committee assignments (current, as of record date): Compensation Committee Chair; Nominating, Corporate Governance and Sustainability Committee member .
- Committee changes in 2024–2025: Appointed Compensation Chair and Audit member on May 9, 2024; moved to Nominating, Corporate Governance and Sustainability and removed from Audit on May 17, 2024 .
- Meeting activity (2024): Board met 5 times; Audit Committee held 8 meetings; Compensation Committee held 6; Nominating, Corporate Governance and Sustainability held 4; each director then in office attended at least 75% of Board and Committee meetings; 6 of 7 attended the 2024 Annual Meeting .
- Committee charter updates (2024): Audit expanded oversight of AI/cybersecurity; Nominating expanded sustainability oversight; Compensation added clawback administration responsibility .
- Leadership: Independent Board Chair; only the CEO is a management director .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer | $160,000 total; $80,000 cash + $80,000 fully vested common stock (paid quarterly) | Set based on independent consultant recommendations; unchanged vs 2023 . |
| Board Chair Additional Stock Grant | $100,000 per year (fully vested common stock) | Applies to Chair (not Shanahan) . |
| Committee Chair Fees | Compensation Chair: $10,000; Audit Chair: $20,000; Nominating Chair: $7,500 | Paid quarterly in cash; directors can elect greater equity percentage . |
| Committee Member Fees | Audit: $5,000; Compensation: $4,000; Nominating: $4,000 | Paid quarterly in cash; deferral into DSUs allowed . |
| 2024 Total Director Compensation (Shanahan) | Cash: $90,187; Stock awards: $83,228; Total: $173,415 | Stock awards include DSUs due to deferral elections . |
| Expense Reimbursement | Out-of-pocket meeting expenses reimbursed | Standard policy . |
Performance Compensation
- Directors do not receive performance-based equity (no PSUs/options for directors); equity component is fully vested common stock and/or DSUs via deferral elections .
- As Compensation Committee Chair, Shanahan oversees executive incentive design and clawback policy; no tax gross-ups for excess parachute payments; double-trigger change-in-control provisions; hedging/pledging prohibited .
- Executive PSU metrics overseen in 2024 (context for governance oversight): | Metric (Program) | Threshold | Target | Maximum | 2024 Actual (for incentive) | Funding vs Target | |---|---|---|---|---|---| | Adjusted EBIT (2022 PSU) ($) | $83.4MM | $119.2MM | $158.9MM | $93.3MM | Threshold achieved (portion vested 3/15/2025) | | Adjusted EBITDA (2023 PSU) ($) | $65.0MM | $130.0MM | $169.0MM | $162.5MM | >Target (portion vested 3/15/2025) | | G&A + OH (2024 PSU) (%) | 13.8% | 12.8% | 11.8% | 10.9% | >Target (portion vested 3/15/2025) | | Contract Margin (2024 PSU) (%) | 19.3% | 23.3% | 27.3% | 27.2% | >Target (portion vested 3/15/2025) | | Year-end Dredging Backlog (2024 PSU) ($) | $499.4MM | $624.2MM | $749.0MM | $1.2B | >Target (portion vested 3/15/2025) |
Other Directorships & Interlocks
| Company | Public? | Role | Committees |
|---|---|---|---|
| The Mosaic Company (NYSE:MOS) | Public | Director (joined March 2025) | Not specified in GLDD proxy; external interlock . |
| HireQuest (NASDAQ:HQI) | Public | Director | Audit Member; Chair Nom/Gov . |
| TRC Companies (NYSE:TRR) | Public (at time) | Director; Audit Committee Member | Audit oversight . |
| WCI Communities (NYSE:WCI) | Public (at time) | Director; Chair Executive Compensation | Led comp oversight . |
| TerraSea Environmental Solutions LLC | Private/JV | Prior Board | Historical GLDD JV connection . |
| Tampa Bay General Hospital | Nonprofit | Prior Board | Community governance . |
- Compensation Committee Interlocks: During 2024, Compensation Committee members (including Shanahan) had no relationships requiring disclosure; all independent per NASDAQ rules .
Expertise & Qualifications
- Executive leadership across civil construction and geotechnical operations; governance experience on public/private boards; audit and compensation committee experience; public policy and strategic communications expertise; MBA, NYU Stern; BA, UC San Diego .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (record date basis) | 70,524 shares; less than 1% of outstanding (67,360,696 shares) . |
| Deferred Stock Units (DSUs) outstanding (12/31/2024) | 8,547 DSUs (only non-employee directors with outstanding equity awards due to deferrals: Dickerson 56,216; Shanahan 8,547; Steger 33,592) . |
| Director stock ownership guidelines | Required to retain $400,000 of GLDD common stock (5x annual pre-deferral cash retainer); must hold at least 50% of shares received as equity compensation until guideline met; all directors achieved or are in compliance . |
| Hedging/Pledging | Prohibited for directors, officers, and employees . |
Insider Trades (Form 4)
| Date | Transaction | Amount | Instrument | Notes |
|---|---|---|---|---|
| 06/30/2025 | Grant/deferral | 2,071 | DSUs | Payable 1-for-1 in common stock in three equal annual installments beginning 1/15/2026; post-transaction derivative holdings: 10,671 DSUs; common stock beneficially owned disclosed as 70,524 . |
| 09/30/2025 | Disposition | 70,524 | Common stock | Filing shows sale/disposition of 70,524 common shares and grant/deferral of 2,106 DSUs; filing summary indicates 12,777 shares directly owned after derivative transaction . |
Governance Assessment
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Strengths
- Independent director; Chairs Compensation Committee that oversees clawback policy and executive incentives; committee charters updated to reflect AI/cybersecurity and sustainability oversight, signaling active governance .
- Robust director stock ownership guidelines (5x cash retainer; $400k) with compliance; prohibition on hedging/pledging enhances alignment .
- No Compensation Committee interlocks or related-party relationships requiring disclosure; Related Party Transaction Policy in place with Audit Committee oversight .
- Significant operational and policy expertise relevant to GLDD’s civil/marine operations and regulatory environment .
-
Watch items / RED FLAGS
- Significant sale/disposition of 70,524 shares reported 9/30/2025; although directors may rebalance or transition from common to DSUs, large sales can be perceived as reduced alignment—monitor subsequent filings and ownership trajectory .
- Prior board of TerraSea (GLDD JV) is historical; no current related-party transactions disclosed, but past JV familiarity warrants continued oversight for potential conflicts if JV relationships re-emerge .
-
Implications for investors
- Compensation governance appears shareholder-aligned (clawbacks, double-trigger CoC, no tax gross-ups; independent consultant), reducing pay-risk; Shanahan’s chair role is central to maintaining alignment .
- Active committee oversight of AI/cybersecurity and sustainability suggests board responsiveness to emerging risks—positive for operational resilience in a capital-intensive, regulated industry .