Lasse Petterson
About Lasse Petterson
Lasse J. Petterson (age 68) is CEO (since May 2017), President (since March 2020), and a director (since December 2016) of Great Lakes Dredge & Dock Corporation; he holds BSc/MSc in Engineering from the Norwegian University of Technology and is an NACD Board Leadership Fellow . Company performance in 2024 improved materially: net income rose to $57.3 million (+$43.4 million YoY) and Adjusted EBITDA reached $136.0 million (+$63.0 million YoY), with net debt at $438.0 million . The pay-versus-performance disclosure shows compensation actually paid (CAP) moving with TSR and financial outcomes; cumulative TSR from a $100 base in 2019 was $99.6 in 2024, alongside net income of $57.3 million and Adjusted EBITDA of $136.0 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chicago Bridge & Iron Company N.V. (CB&I) | Chief Operating Officer & EVP | 2009–2013 | Led EPC operations; deep experience in large capital projects and energy sector execution |
| Gearbulk Ltd. | Chief Executive Officer | — | Ran one of the largest open hatch bulk fleets; maritime operating expertise |
| AMEC Inc. Americas (AMEC plc subsidiary) | President & Chief Operating Officer | — | Multinational consulting/engineering leadership; project management capabilities |
| Aker Maritime, Inc. (deepwater division of Aker Maritime ASA) | Executive & operational positions | ~20 years | Offshore oil & gas platform contracting; long-tenure operational depth |
| Norwegian Contractors | Engineering/operational positions | First 9 years of career | Offshore platform contracting foundation; technical credentials |
| Private consulting (oil & gas sector) | Consultant | — | Advisory to energy clients pre-GLDD |
External Roles
- NACD Board Leadership Fellow (governance credential) .
- No current external public-company directorships disclosed for Petterson .
Fixed Compensation
| Metric (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 785,000 | 785,000 | 816,400 |
| Stock Awards ($) | 2,971,996 | 1,570,000 | 2,041,010 |
| Non-Equity Incentive ($) | — | 800,700 | 1,632,800 |
| All Other Compensation ($) | 44,964 | 62,064 | 80,148 |
| Total Compensation ($) | 3,801,960 | 3,217,764 | 4,570,358 |
Additional points:
- CEO target pay mix is highly at-risk: 78% variable for 2024 .
- CEO 2024 base increased 4% YoY; the Committee raised CEO’s LTI target from 200% to 250% of salary to align with market .
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Threshold | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% (CEO) | $65M → 50% | $130M → 100% | $162.5M | 200% of target | Linear interpolation; Committee made no adjustments; CEO award paid based solely on financial results |
Resulting CEO annual incentive payout in 2024: $1,632,800 (200% of $816,400 target) .
Long-Term Incentives (2024 grants)
| Type | Grant details | Vesting | Performance metrics |
|---|---|---|---|
| RSUs | 118,388 shares; grant date fair value $1,020,505 | Time-based; three equal annual installments (e.g., Mar 15, 2025 and 2026 tranches for 2024 grant) | N/A (service) |
| PSUs | 118,388 target shares; grant date fair value $1,020,505 | Annual tranches vest on anniversary after each one-year performance period | G&A+OH, contract margin, year-end dredging backlog (2024–2026) |
2024 PSU tranche results:
| Metric | Weight | Threshold | Target | Actual | Funding/Payout |
|---|---|---|---|---|---|
| G&A + OH (%) | 20% | 13.8% | 12.8% | 10.9% | Exceeded target; funded at 200% |
| Contract margin (%) | 40% | 19.3% | 23.3% | 27.2% | Exceeded target; funded at 200% |
| Year-end dredging backlog ($) | 40% | $499.4M | $624.2M | $1.2B | Exceeded target; funded at 200% |
Vesting outcomes reported: certain PSU grants earned and vested at 182.8% and 199.0% of target (vested Mar 15, 2025) .
Governance practices:
- No options outstanding for NEOs as of Dec 31, 2024; RSUs/PSUs only .
- Dividend equivalents prohibited pre-vesting; clawback policy covers restatements and “for cause” misconduct; hedging and pledging prohibited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| CEO beneficial ownership | 772,558 shares (1.1% of outstanding as of record date) |
| Shares due to vest within 60 days (record date) | 291,935 shares for Petterson |
| Stock ownership guideline | 5.0x base salary for CEO; must retain 50% of net profit shares until compliant |
| Compliance status | All NEOs in compliance via retention or ratio |
| Hedging/pledging | Prohibited for directors, officers, all employees |
| Options held | None outstanding as of Dec 31, 2024 for NEOs |
Insider trading and selling pressure:
| Date | Action | Shares | Price | 10b5‑1 plan | Source |
|---|---|---|---|---|---|
| Aug 15–19, 2024 | Sale | 63,918 | $9.0664 | Form 4 filed; plan adopted May 16, 2024 | |
| Aug 26, 2024 | Sale | 75,219 | $9.1422 | Form 4 notes trading plan execution |
Notes:
- The company prohibits hedging/pledging, but sales under Rule 10b5‑1 plans can signal diversification vs. liquidity; post-trade holdings levels are determined in filings and proxy disclosures .
Employment Terms
| Scenario | Cash components | Equity treatment | Benefits | Total (as of 12/31/2024) |
|---|---|---|---|---|
| Termination without cause / resignation for good reason | 12 months base ($816,400) + target annual incentive ($816,400) | 18 months vesting credit on RSUs; PSUs continue per plan for performance period | 15,027 health; no outplacement for CEO | $6,137,296 |
| Change‑in‑control (double trigger) | 2x (base + average target bonus over prior 3 years) = $1,570,000 base + $816,400 target bonus; paid lump sum | Full vesting of unvested equity (performance awards follow award terms) | 24 months health ($30,055) | $7,796,999 |
| Retirement (with 12‑month notice) | No new equity grants after notice; separation terms per agreement | Full vesting of outstanding equity at retirement; indicative equity value $5,380,554 at $11.29 price on Dec 31, 2024 | — | $5,380,554 (equity only) |
Other contractual features:
- Non‑compete and non‑solicit restrictions; no excise tax gross‑ups (payments cut back if needed to avoid 4999 excise tax) .
- Awards accelerate if not assumed in a change in control; RSU acceleration discretionary by Committee .
Board Governance
- Board structure: Separate independent Chair (Lawrence Dickerson) and CEO; six of seven directors were independent as of record date; all committees are fully independent .
- Petterson’s board service: Director since 2016; not on any standing committees (only independent directors serve on committees) .
- Board dynamics: 2024—five board meetings; each director met ≥75% attendance; six of seven attended the 2024 annual meeting .
- Dual‑role implications: Petterson serves as CEO/President and director, but not as Chair; separation mitigates independence concerns and maintains oversight through an independent Chair and committees .
- Director compensation: As CEO, Petterson receives no separate director compensation; non‑employee director program summarized separately in the proxy .
Compensation Peer Group (used for benchmarking 2024 decisions)
- 20 companies across asset‑intensive infrastructure, environmental, marine, and oil & gas services; examples include 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 Holdings, ProPetro, Sterling Infrastructure, Team, Tidewater .
- Targeting: Market‑competitive positioning; not pegged to a fixed percentile; Pearl Meyer provided competitive market assessment .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~95% votes in favor; no program changes made in response .
- Outreach: >120 investor meetings in the year; CEO participated in ~20% and CFO ~80% .
Compensation Structure Analysis
- Increased equity intensity: CEO LTI target rose to 250% of salary for 2024 to align with market while keeping high at‑risk mix (78%) .
- Shift away from options: No NEO options outstanding; program relies on RSUs/PSUs with robust performance gates .
- Strong clawback and no gross‑ups: Clawback covers restatements and “for cause” conduct; no parachute gross‑ups; hedging/pledging prohibited .
- Performance hurdles tightened: 2024 PSU criteria tied to cost discipline (G&A+OH), profitability (contract margin), and strategic backlog—targets exceeded, signaling execution strength .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Repricing: Prohibited without shareholder approval .
- Related party transactions: Policy in place; Audit Committee oversight .
- Section 16 compliance: Company states compliance in 2024/2025 to date (except prior‑year delinquencies noted last year) .
- Insider selling: 10b5‑1 plan sales in Aug 2024; monitor cadence vs. vesting schedules and backlog/Adjusted EBITDA momentum .
Employment Terms (Policy Detail)
- Double trigger change‑in‑control cash and equity vesting for CEO; benefits continue up to 24 months; awards vest if not assumed .
- Non‑renewal provisions provide continued vesting on a regular schedule for certain scenarios .
- Severance requires release of claims; restrictive covenants apply; outplacement not provided to CEO .
Investment Implications
- Alignment: High at‑risk pay (PSUs/RSUs), rigorous metrics (margin, backlog, cost), and ownership guidelines support shareholder alignment; hedging/pledging ban and strong clawback reduce governance risk .
- Execution: 2024 metrics exceeded targets (Adjusted EBITDA, margin, backlog), resulting in maximum annual incentive and PSU funding—positive signal on operational momentum and project discipline .
- Retention risk: CEO’s enhanced LTI target and retirement vesting framework (with 12‑month notice) mitigate transition risk but could crystallize significant equity value at retirement; double‑trigger CIC economics are sizable ($7.8 million) and should be considered in takeover scenarios .
- Trading signals: 10b5‑1 plan sales in Aug 2024 warrant monitoring for cadence vs. upcoming vesting and performance cycles; net ownership and proxy‑disclosed beneficial holdings remain substantial, supporting skin‑in‑the‑game .
- Governance: Separation of Chair/CEO and fully independent committees reduce dual‑role concerns; strong say‑on‑pay support suggests investor alignment with compensation design .