Ronald Steger
About Ronald R. Steger
Independent director of Great Lakes Dredge & Dock Corporation since 2018; age 71. Audit Committee Chair and member of the Nominating, Corporate Governance and Sustainability Committee; designated an “audit committee financial expert.” Former KPMG LLP audit partner with 37 years of accounting and advisory experience; holds a Bachelor of Science from Villanova University and an NACD Certificate in Cybersecurity Oversight; retired CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | Until Dec 31, 2013 | Led audits for Fortune 1000 and middle market in technology, chemical, food service, semiconductor; experience with PCAOB inspections and investigations . |
| Effectus Group | Senior Technical Advisor | Until Dec 22, 2022 | Boutique accounting advisory for high-growth tech companies . |
| ATREG, Inc. | Advisory Board Member | 2014–2020 | Advisory role to semiconductor facility transactions . |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Near Intelligence, Inc. | Director | Apr–Aug 2023 | Audit Committee Chair . |
| Global Eagle Entertainment Inc. | Director | Prior | Audit Committee Chair . |
| International Seaways, Inc. (NYSE: INSW) | Director | 2016–2017 | Corporate Governance Committee Chair; Risk Management Committee Chair . |
| Overseas Shipholding Group, Inc. (NYSE: OSG) | Director | 2014–2018 | Audit Committee Chair; Corporate Governance Committee Chair; Risk Management Committee Chair . |
| Sentinel Energy Services Inc. (NASDAQ: STNL) | Director | 2018–2020 | Director . |
Board Governance
- Independence: Independent; Board composed primarily of independent directors; committees entirely independent .
- Committee roles: Audit Chair; Nominating, Corporate Governance and Sustainability member; recognized “audit committee financial expert” .
- Meeting cadence and attendance: Board met 5 times in 2024; each director then in office attended at least 75% of Board and applicable committee meetings; 6 of 7 directors attended the 2024 Annual Meeting .
- Audit Committee oversight scope includes internal controls, compliance, auditor independence, risk assessment, emissions reporting, cybersecurity evaluations and AI policy oversight; 8 meetings in 2024 .
- Governance practices: Independent Board Chair; stockholder engagement; prohibition on director/officer/employee hedging and pledging; clawback policy maintained (executive-focused) .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Chair (Steger) | 8 | Financial reporting integrity; internal controls; auditor independence; compliance; emissions reporting; cybersecurity; AI policies . |
| Nominating, Corporate Governance & Sustainability | Member (Steger) | 4 | Board/committee evaluations; succession planning; governance policies; safety, environmental & sustainability oversight . |
Fixed Compensation
Director compensation structure and actual 2024 amounts.
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $80,000 | Paid quarterly in arrears . |
| Annual Board Retainer (equity) | $80,000 | Fully vested shares granted quarterly; prorated as needed . |
| Audit Committee Chair | $20,000 | Cash retainer for chair service . |
| Audit Committee Member | $5,000 | Cash retainer for member service (for non-chairs) . |
| Nominating Committee Member | $4,000 | Cash retainer for member service . |
| Director Deferral Plan | Available | Cash and equity retainers may be deferred into DSUs . |
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ronald R. Steger | 94,500 | 94,500 | 189,000 |
Footnotes:
- Steger elected to receive 50% of his committee member fees in equity; stock awards are fully vested quarterly grants and DSUs per deferral elections .
Performance Compensation
- No director performance-based compensation metrics are disclosed; director equity grants are fully vested quarterly retainers, not contingent on performance .
| Performance-Tied Elements for Directors | Status |
|---|---|
| Equity awards with performance conditions | None disclosed; director grants are fully vested quarterly retainers . |
Other Directorships & Interlocks
- Prior public company board roles (Near Intelligence, Global Eagle, INSW, OSG, Sentinel Energy) primarily in shipping, energy, and media connectivity; roles concentrated in audit and governance oversight .
- No related-party transactions with entities where Steger has an interest are enumerated in the proxy; company discloses related-party review policy and standing pre-approvals for certain categories (e.g., director compensation) .
Expertise & Qualifications
- 37 years in audit/advisory; deep transaction experience (acquisitions, divestitures, IPOs, debt/equity placements); international capital markets expertise (KPMG Munich secondment) .
- Designated audit committee financial expert; cybersecurity oversight credential (NACD); governance and risk oversight experience across multiple public boards .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must retain at least $400,000 of common stock (5× annual pre-deferral cash retainer); until achieved, must hold at least 50% of equity compensation shares post-tax; all directors have achieved or are in compliance .
- Hedging/pledging: Prohibited for directors, officers, and employees .
| Holder | Beneficial Ownership (Shares) | Ownership % | DSUs Outstanding | Notes |
|---|---|---|---|---|
| Ronald R. Steger | 25,404 | — (less than 1%) | 33,592 | DSUs from deferrals under Director Deferral Plan . |
Insider Trades (2025)
| Date | Type | Shares | Price ($) | Value ($) | Shares Owned After |
|---|---|---|---|---|---|
| 2025-06-03 | Sale | 5,000 | 11.585 | 57,925 | 20,404 |
Note: Form 4 filings in 2025 also show routine quarterly grants of deferred stock units to directors (filed Mar 31 and Jun 30, 2025) consistent with policy allowing deferral into DSUs .
Governance Assessment
-
Strengths:
- Audit Committee Chair and audit committee financial expert, with enhanced charter scope covering cybersecurity and AI—supports robust risk oversight .
- Independent status; committees fully independent; independent Board Chair structure—favorable for oversight and accountability .
- Attendance: Board/committee participation at or above 75% threshold; general Annual Meeting attendance—indicates engagement .
- Ownership alignment: Director stock retention requirement ($400k) and DSU deferrals; company prohibits hedging/pledging—reduces misalignment risk .
-
Potential risks/flags:
- Insider selling: One sale of 5,000 shares in June 2025; modest size but ongoing net insider sales at the company may be monitored for sentiment signals. RED FLAG if pattern accelerates or coincides with adverse developments .
- Related-party exposure: No enumerated related-party transactions involving directors in 2024 section; continued vigilance warranted given Steger’s prior external board roles in adjacent industries .
-
Net view: Steger’s deep audit background, financial expert designation, and leadership of an audit committee with expanded risk oversight remit are positives for investor confidence. Alignment is reinforced via director ownership guidelines and anti-hedging/pledging policies; monitor insider trading cadence and any future related-party disclosures for emerging conflicts .