Vivienne Schiffer
About Vivienne Schiffer
Senior Vice President, Chief Legal Officer, Chief Compliance Officer & Corporate Secretary at Great Lakes Dredge & Dock Corporation (GLDD); named executive officer in 2023–2024 compensation disclosures. Company performance improved materially in 2024: net income $57.3M, Adjusted EBITDA $136.0M, net debt $438.0M, versus 2023 net income $13.9M, Adjusted EBITDA $73.0M, net debt $389.2M . Pay-versus-performance shows GLDD’s cumulative TSR value of a fixed $100 investment at 2024 year-end was $99.6 (peer group $153.3), with 2024 net income $57.3M and Adjusted EBITDA $136.0M .
The proxy provides titles and pay data for named executive officers but does not include a biographical profile (education/age/tenure) for Ms. Schiffer .
Past Roles
Not disclosed in GLDD’s proxy statements for named executive officers; the filings list titles only .
External Roles
Not disclosed in GLDD’s proxy statements for named executive officers .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $369,266 | $416,000 |
| Target Bonus (% of Salary) | 55% | 55% |
| Actual Annual Bonus Paid ($) | $207,159 (102% of target) | $457,600 (200% of target) |
Long-term incentive grants:
| Grant Detail | 2023 | 2024 |
|---|---|---|
| RSUs – Shares (#) | 22,960 | 15,684 |
| RSUs – Grant Date Fair Value ($) | $118,014 | $135,196 |
| PSUs – Shares (#) | 22,960 | 15,684 |
| PSUs – Grant Date Fair Value ($) | $118,014 | $135,196 |
| Total 2024 LTI Target Value ($) | — | $270,392 |
Other compensation (selected items):
| Component (2024) | Amount ($) |
|---|---|
| 401(k) Matching | $20,700 |
| Profit Sharing | $29,120 |
| Supplemental Savings Plan (SSP) contribution | $1,446 |
Performance Compensation
Annual incentive (cash) – 2024 structure and outcome:
| Metric | Weighting (%) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70 | $130.0M | $162.5M (for incentive) | 200% of target (company pool) | Cash (paid per plan) |
| Individual strategic goals | 30 | Pre-set qualitative objectives | Assessed by CEO/Committee | Included in overall 200% result | Cash |
PSUs – performance metrics and 2024 achievement (vest on Mar 15, 2025 if earned):
| Metric | Weighting (%) | Target | Actual (2024) | Funding Outcome | Vesting |
|---|---|---|---|---|---|
| G&A + Overhead (%) | 20 | 12.8% | 10.9% | ≥ target; earned | Earned 2024 tranche vested Mar 15, 2025 |
| Contract Margin (%) | 40 | 23.3% | 27.2% | ≥ target; earned | Earned 2024 tranche vested Mar 15, 2025 |
| Year-end Dredging Backlog ($) | 40 | $624.2M | $1.2B | ≥ target; earned | Earned 2024 tranche vested Mar 15, 2025 |
PSUs – 2023 program reference: 2023 PSU metric was Adjusted EBITDA; GLDD achieved target ($75.3M), with 2023 PSU tranche vesting Mar 15, 2024 (scale applies firmwide) .
Equity Ownership & Alignment
- Beneficial ownership: 32,435 shares; less than 1% of shares outstanding (67,360,696 as of record date). Table denotes “–” for <1% .
- Ownership guidelines: 3.0× salary for Ms. Schiffer; executives must retain 50% of net shares until guideline met. All NEOs were in compliance as of year-end .
- Hedging/pledging: Prohibited for directors, officers, and employees .
- Clawback: Executive incentive compensation subject to recoupment for inaccurate financials and conduct justifying termination; policy revised Sep 6, 2023 and applies to cash and equity (including certain time-based awards) .
Key outstanding and unvested awards (as of Dec 31, 2024; market value based on $11.29/share):
| Award Type | Shares (#) | Market Value ($) | Vesting Footnote/Date |
|---|---|---|---|
| RSUs | 12,881 | $145,426 | Vested Mar 15, 2025 |
| RSUs | 2,719 | $30,698 | Vest May 5, 2025 |
| RSUs | 7,654 | $86,414 | Vested/vesting Mar 15, 2025/2026 |
| RSUs | 10,456 | $118,048 | Vested/vesting Mar 15, 2025/2026 |
| PSUs (earned at 182.8% of target) | 14,043 | $158,545 | Earned & vested Mar 15, 2025 |
| PSUs (earned at 199.0% of target) | 10,402 | $117,439 | Earned & vested Mar 15, 2025 |
| PSUs (earned at 63.8% of target) | 1,735 | $19,588 | Vest May 5, 2025 |
| PSUs (unearned/subject to 2025 perf.) | 15,308 | $172,827 | Vest Mar 15, 2026 (if earned) |
| PSUs (unearned/subject to 2025–2026 perf.) | 20,914 | $236,119 | Vest in two installments starting Mar 15, 2026 (if earned) |
None of GLDD’s named executive officers, including Ms. Schiffer, held any outstanding option awards at year-end 2023 or 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Covered with severance/change-in-control protections; imposes confidentiality, non-compete and non-solicitation covenants; no excise tax gross-ups (payments reduced only if net after-tax higher) . |
| Termination without cause or resignation for good reason | 12 months base salary; pro-rata annual incentive and SSP; 12 months subsidized medical/dental; up to $15,000 outplacement (paid per plan timing). Equity continues vesting per credit (12 months for Ms. Schiffer) . |
| Change in control (double trigger) | 1.25× base salary plus target annual bonus; 12 months subsidized medical/dental; up to $15,000 outplacement. Full vesting of unvested RSUs; PSUs vest based on agreement terms; lump-sum cash payment . |
| Equity in change in control (plan terms) | If awards are not replaced, options/SARs become fully exercisable, RSU restrictions lapse, performance awards vest per agreements; Board may cash-settle awards . |
| Clawback | Cash and equity incentive compensation subject to recoupment for inaccurate financials and conduct; policy revised Sep 6, 2023 . |
| Hedging/Pledging | Prohibited for directors, officers, and all employees . |
| Executive stock ownership | 3.0× salary requirement; must retain 50% of net shares until compliance; all NEOs compliant as of year-end . |
Deferred compensation:
| SSP Detail (2024) | Amount ($) |
|---|---|
| Executive contributions | $70,720 |
| Company contributions | $19,416 |
| Aggregate earnings | $1,845 |
| Aggregate balance at FYE | $109,100 |
Say-on-pay and peer benchmarking:
- 2024 say-on-pay approval ~95% .
- Peer group (2024) of 20 comparables across asset-intensive infrastructure/energy services; Committee uses median/percentile context without targeting a specific level .
Investment Implications
- Pay-for-performance alignment: 55% bonus target, with 2024 cash payout at 200% driven by outperforming Adjusted EBITDA; long-term PSUs tied to cost discipline (G&A+OH), margins, and backlog align management incentives with profitability and pipeline quality .
- Vesting calendar and potential supply: Multiple RSU/PSU vestings in 2025–2026 (e.g., May 5, 2025 and March 15, 2026), but stock ownership guidelines require retaining 50% of net shares until 3× salary compliance, mitigating near-term sell pressure .
- Governance protections: Double-trigger change-in-control, robust clawback, and prohibition on hedging/pledging reduce misalignment and risk signals; no option repricing allowed under LTIP .
- Performance context: Despite strong 2024 operating metrics (net income/Adjusted EBITDA), TSR lagged peers per pay-vs-performance; continued execution on margin/backlog metrics is critical for value realization vs benchmark group .
All data above is sourced from GLDD’s 2025 and 2024 definitive proxy statements and the 2021 LTIP/ESPP disclosures therein .