Lawrence R. Dickerson
About Lawrence R. Dickerson
Independent director since 2014; age 72. Audit Committee Chair and designated Audit Committee Financial Expert. Former CEO (2008–2014), President (from March 1998), and CFO (1989–1998) of Diamond Offshore Drilling, bringing deep audit, financial, and international operations expertise. Current outside directorships include Oil States International (director) and Great Lakes Dredge & Dock Corporation (Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Offshore Drilling, Inc. | CFO | 1989–1998 | Financial leadership; audit/accounting oversight |
| Diamond Offshore Drilling, Inc. | President & Director | From Mar 1998 | International drilling operations expertise |
| Diamond Offshore Drilling, Inc. | CEO | May 2008–Mar 2014 | Strategic leadership; retired Mar 2014 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oil States International, Inc. | Director | Not disclosed | Public company board service |
| Great Lakes Dredge & Dock Corporation | Chair | Not disclosed | Public company board; serves as Chair |
Board Governance
- Committees: Audit (Chair); Nominating & Governance (Member). Board met 6 times in 2024; Audit met 5; all full-year nominees’ attendance substantially exceeded 75%; all directors attended the 2024 Annual Meeting .
- Independence: All directors other than the CEO were deemed independent; Dickerson designated as “Audit Committee Financial Expert” (Feb 2024). All Audit members are independent under NYSE and Company standards .
- Engagement: Board and Committee annual self-evaluations via third-party portal; at least three executive sessions for non-employee directors annually (Feb, Aug, Dec) led by independent Chair .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | 117,000 | 117,000 |
| Stock awards ($, grant-date FV) | 200,028 | 200,026 |
| All other compensation ($) | — | 15,000 |
| Total ($) | 317,028 | 332,026 |
- Structure: Annual retainer $85,000, plus supplemental retainers ($20,000 for Audit Chair; $7,000 for Audit Committee Financial Expert; other committee/member retainers per policy). Equity grant targeted at $200,000 grant-date FV; RSUs typically issued at February meeting and cliff-vest after one year .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Time-based RSUs | 5,268 RSUs granted Feb 7, 2024; one-year cliff vest; directors may elect to defer settlement to termination or a specified future date | None (director equity is time-based; no performance metrics disclosed) |
- 2024 RSU deferral: Dickerson elected to defer settlement of RSUs (to termination of service or selected future date) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Oil States International, Inc. | Director | No related-party transactions disclosed for 2024; NG Committee reviews ordinary-course transactions with firms associated with directors |
| Great Lakes Dredge & Dock Corporation | Chair | Same oversight framework; no related-party transactions in 2024 |
Expertise & Qualifications
- Financial/accounting and audit expertise; formally designated Audit Committee Financial Expert .
- International drilling operations; senior leadership experience (CEO, President, CFO) in energy services .
- Corporate governance and risk oversight through Audit/Nominating & Governance roles .
Equity Ownership
| Category | As of | Amount |
|---|---|---|
| Personal shares (full voting & investment power) | Feb 18, 2025 | 43,626 |
| Equity awards (settle within 60 days) | Feb 18, 2025 | 38,817 |
| Total beneficial ownership (shares) | Feb 18, 2025 | 82,443 |
| RSUs outstanding (time-based) | Dec 31, 2024 | 31,320 |
| Ownership guideline | 2024 policy | Directors: 5x annual retainer; all directors and NEOs in compliance during 2024 |
- Pledging/hedging: Insider trading policy maintained; best practices noted. No pledging/hedging details disclosed for directors beyond policy reference .
Governance Assessment
- Strengths: Independent Audit Chair with formal financial expert designation; strong attendance; structured evaluations; ownership alignment via 5x retainer guideline and meaningful personal holdings; no 2024 related-party transactions; robust pay governance and 98% 2024 say-on-pay support indicating shareholder confidence .
- Compensation alignment: Mix of fixed cash and time-based equity; RSU deferral increases long-term alignment; no options or performance-based director awards (appropriate for board independence) .
- RED FLAGS: None disclosed for 2024 related-party transactions; monitor multi-board commitments for bandwidth, though attendance metrics and roles suggest effective engagement .