Lawrence Dickerson
About Lawrence R. Dickerson
Independent Board Chair of Great Lakes Dredge & Dock Corporation (GLDD). Age 72; director since 2017; currently chairs the Nominating, Corporate Governance and Sustainability Committee and serves on the Compensation Committee. Former President & CEO (2008–2014), CFO, COO, and director (since 1998) at Diamond Offshore Drilling; BBA from the University of Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Offshore Drilling (NYSE: DO) | President & CEO; prior CFO; prior COO; Director | CEO 2008–2014; Director since 1998 | Led public company operations in deepwater drilling; took company public as CFO; extensive operating/commercial experience |
| Hercules Offshore (NASDAQ: HERO) | Non-Executive Chairman | 2015–2016 | Board leadership through industry cycle |
| Global Industries (NASDAQ: GLBL) | Director | 2008–2012 | Company sold to Technip in 2011 |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Murphy Oil Corporation (NYSE: MUR) | Director | 2014 | Audit Committee Chair; Nominating & Governance Committee member |
| Oil States International (NYSE: OIS) | Director | 2014 | Compensation Committee Chair; former Audit Committee member |
Board Governance
- Independence and leadership: GLDD’s Board Chair is independent; six of seven current directors are independent; all standing committees (Audit; Compensation; Nominating, Corporate Governance & Sustainability) are fully independent .
- Committee assignments (Dickerson): Chair, Nominating, Corporate Governance & Sustainability; member, Compensation. He was appointed to the Audit Committee on May 17, 2024 and moved to the Compensation Committee on February 25, 2025 .
- Engagement and attendance: Board met five times in 2024; each director then in office attended at least 75% of Board and committee meetings; six of seven directors attended the 2024 Annual Meeting .
- Independent Chair responsibilities include chairing executive sessions, serving as liaison to the CEO, advising on strategy and capital spending, and ensuring agenda quality and information flow to independent directors .
- Committee activity: Nominating Committee held four meetings in 2024; scope includes CEO succession, board evaluations, governance and sustainability oversight .
- Governance refresh: 2024 charter updates expanded Audit oversight to AI/cybersecurity; Nominating to sustainability; Compensation to administer clawback policy .
Fixed Compensation
| Program Element (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $160,000 | Paid $80,000 cash + $80,000 equity; payable quarterly in arrears |
| Additional Retainer – Non-employee Board Chair | $100,000 | Paid in quarterly grants of fully vested common stock |
| Audit Committee Chair | $20,000 | Cash; paid quarterly in arrears |
| Audit Committee Member | $5,000 | Cash; paid quarterly in arrears |
| Compensation Committee Chair | $10,000 | Cash; paid quarterly in arrears |
| Compensation Committee Member | $4,000 | Cash; paid quarterly in arrears |
| Nominating, Corporate Governance & Sustainability Chair | $7,500 | Cash; paid quarterly in arrears |
| Nominating, Corporate Governance & Sustainability Member | $4,000 | Cash; paid quarterly in arrears |
| Deferral/Equity | Optional | Directors may elect greater equity percentage and may defer cash/equity into DSUs under the Director Deferral Plan |
| Dickerson – 2024 Non‑Employee Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees earned/paid in cash | 90,868 | 2024 service |
| Stock awards (grant-date fair value) | 183,750 | Quarterly fully vested shares; includes additional grants equal to $100,000 for Board Chair service |
| Total | 274,618 | Sum of cash and equity |
| Equity grant cadence | — | Grants occur quarterly on last trading day of Mar/Jun/Sep/Dec; four equal installments; prorated for partial quarters |
Performance Compensation
| Component | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| Director equity retainer (fully vested shares) | None disclosed for director pay | Fully vested at grant | Quarterly common stock grants; directors may elect deferral into DSUs |
| Options/PSUs for directors | None disclosed | — | No option awards disclosed for directors in 2024 proxy; DSUs arise from deferral elections, not performance awards |
Policy signals relevant to incentives:
- Clawback policy covers cash and equity incentive compensation; Compensation Committee approves/administers policy .
- Hedging and pledging of company securities prohibited for directors, officers, and employees .
Other Directorships & Interlocks
| External Board | Sector Overlap with GLDD | Potential Interlock Considerations |
|---|---|---|
| Murphy Oil (MUR) | Energy E&P; limited direct overlap | No related-party relationships requiring disclosure; serves as Audit Chair at MUR |
| Oil States International (OIS) | Oilfield equipment/services; limited direct overlap | No related-party relationships requiring disclosure; serves as Compensation Chair at OIS |
The Compensation Committee disclosed no relationships requiring related‑party disclosure for members (including Dickerson) in FY2024 .
Expertise & Qualifications
- Multi-role operating/financial leadership in capital-intensive, vessel-construction and offshore industries (CEO, CFO, COO) .
- Extensive public company board experience with chair roles and service on Audit, Compensation, Nominating/Governance committees .
- Governmental, international, public market, and large-scale vessel construction experience; relevant to GLDD’s government/Corps customer base .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially owned shares (Dickerson) | 86,217 | As of record date; <1% of outstanding |
| Ownership (% of common stock) | <1% | Based on 67,360,696 shares outstanding |
| Deferred Stock Units (DSUs) outstanding | 56,216 | As of Dec 31, 2024 (from deferral elections) |
| Shares outstanding (baseline) | 67,360,696 | Record date basis for ownership table |
| Director stock ownership guideline | $400,000 | 5x annual pre‑deferral cash retainer; includes common + DSUs; must hold ≥50% of equity grants until guideline met |
| Compliance status | In compliance/achieved | All directors have achieved or are in compliance with retention requirement |
Additional alignment controls:
- Hedging and pledging prohibited for all directors/officers/employees .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company believes all directors/officers complied with filing requirements in 2024 and 2025 to date; notes certain delinquent filings were disclosed in prior year’s proxy |
Governance Assessment
-
Positive signals
- Independent Board Chair with explicit oversight duties; strong committee independence and refreshed charters (AI/cybersecurity, sustainability, clawback) enhance risk oversight and governance rigor .
- Active Nominating Committee (4 meetings) and clear succession/governance processes; Board-wide attendance ≥75% indicates engagement .
- Director pay structure mixes cash and equity with substantial equity and DSU deferrals; robust ownership guideline ($400k) and anti-hedge/pledge policy align director incentives with shareholders .
- No related‑party relationships requiring disclosure for compensation committee members (including Dickerson) in FY2024 .
-
Watch items
- Multi-board commitments (MUR Audit Chair; OIS Compensation Chair) elevate time demands; however, GLDD discloses Board/committee attendance at ≥75% and an independent Chair structure to mitigate oversight risk .
- Compensation program cap for Non‑Employee Directors (per equity plan) is $500,000 per fiscal year, doubled for a Non‑Executive Chairman—monitor total director pay vs. cap as responsibilities evolve .
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RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; anti‑hedging/pledging and clawback policies reduce alignment risk .