Geoffrey Heekin
About Geoffrey E. Heekin
Geoffrey E. Heekin, age 60, has served as an independent director of Shimmick since 2023. He is the Chair of the Nominating & Corporate Governance Committee, a member of the Compensation & Human Capital Committee, and a member of the Special Committee; effective immediately after the 2025 Annual Meeting he will also join the Audit Committee. Heekin previously served as President of Global Construction & Infrastructure at Aon plc (2012–2019) and is recognized for deep expertise in construction risk, surety, and insurance; he holds a BA from DePauw University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon plc | President, Global Construction & Infrastructure; President, Aon Infrastructure Solutions | 2012–2019 | Led Aon’s largest industry vertical (> $500M revenue; >1,000 colleagues) |
| Aon | National Surety Practice Leader (Commercial & Construction) | 1997–2012 | Built/led national surety practice |
| Near North Insurance Brokerage | Executive Vice President | 1991–1997 | Executive leadership in insurance brokerage |
| Chubb Group | Surety Manager | 1987–1991 | Managed surety business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the proxy |
Board Governance
- Independence: Board determined Mr. Heekin is an “independent director” under Nasdaq rules.
- Committee assignments (FY2024): Governance (Chair), Compensation & Human Capital (Member), Special Committee (Member). Effective post-2025 AGM: joins Audit Committee; Audit and other standing committees remain fully independent.
- Special Committee construct: Formed per AECOM/BHSI financing side letter; oversees budget/use of funds under Credit Agreement, material asset sales, and certain compensation matters. Initial designees included Heekin (BHSI designee).
- Attendance: Each director attended 100% of Board (12 meetings in 2024) and their committee meetings (Audit 7; CHC 7; Governance 4; Special 27).
- Board leadership/structure: Separate Executive Chairman and CEO; Lead Director role will be held by Peter Kravitz after the 2025 AGM.
- Controlled company: Company will utilize Nasdaq’s “controlled company” exemption post-AGM for majority-independent Board (not for Audit/CHC/Governance, which remain independent-only). Investors have fewer protections than at non-controlled issuers.
Fixed Compensation
Company director fee schedule (FY2024):
- Cash retainers: $90,000 non-employee director; Lead Director +$25,000; Governance Chair +$5,000 / members +$2,500; CHC Chair +$5,000 / members +$2,500; Audit Chair +$10,000 / members +$5,000; Special Committee members +$82,000–$120,000.
- Equity retainer: Annual RSUs valued at $150,000.
Mr. Heekin – 2024 actual director compensation (as reported):
| Component | Amount |
|---|---|
| Cash fees | $214,166 |
| Stock awards (grant-date fair value) | $149,999 |
| Total | $364,165 |
Notes:
- Mix reflects heavy Special Committee workload (added $82k–$120k per member) layered on standard retainers.
Performance Compensation
- Annual director equity: RSUs; no performance-conditioned (PSU) component disclosed for directors. On June 6, 2024, non-employee directors received 84,269 RSUs at a $1.78 closing price (grant-date fair value ~ $150,000).
- No director-specific performance metrics (TSR/EBITDA/etc.) are disclosed for director pay; awards appear time-based.
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | June 6, 2024 | 84,269 RSUs | $149,999 | Not disclosed in proxy (time-based RSUs) |
Other Directorships & Interlocks
| Entity | Nature | Role/Linkage | Implication |
|---|---|---|---|
| Berkshire Hathaway Specialty Insurance (BHSI) | Lender/credit partner | Heekin served as BHSI designee on Special Committee | Potential perceived alignment with lender oversight; committee is independent but membership designated by financing parties |
| AECOM | Former counterparty/credit partner | Special Committee includes AECOM designee (not Heekin) | Signals creditor/stakeholder influence in oversight scope |
Expertise & Qualifications
- Domain expertise: Construction risk, surety, insurance; leadership of large-scale industry P&L at Aon.
- Governance: Chair, Nominating & Corporate Governance Committee; member CHC; slated to join Audit (broad governance skillset).
- Education: BA, DePauw University (political science; minor in mass communications).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Geoffrey E. Heekin (2024) | 24,509 | <1% |
| Geoffrey E. Heekin (2025) | 108,778 | <1% |
Policy alignment:
- Anti-hedging/anti-pledging policy prohibits pledging Company securities as collateral and prohibits hedging transactions.
Governance Assessment
-
Strengths
- Independent director with deep construction risk/surety expertise; chairs Governance and will add Audit exposure—strong fit for a project-risk-heavy business. 100% attendance supports engagement.
- Committee independence maintained (Audit/CHC/Governance/Special comprised of independent directors), despite controlled company status.
- Equity retainer supports alignment; ownership increased materially from 24,509 (2024) to 108,778 (2025), though still <1% of outstanding shares.
-
Watch items / potential red flags
- Controlled company election reduces majority-independent Board requirement; while committees remain independent, this structure can raise investor-protection concerns.
- Special Committee membership designated by financing stakeholders (AECOM, BHSI) introduces perceived external influence; Heekin serves as BHSI designee—monitor decision processes and disclosures around credit agreement approvals and asset sales.
- Section 16(a) compliance: a Form 4 for Heekin (award) was filed late on June 18, 2024—administrative, but worth monitoring for recurrence.
-
Compensation & alignment signals
- Director pay skewed higher in cash due to Special Committee workload (Heekin cash fees $214,166 vs. equity $149,999), suggesting time-intensive oversight; equity remains a meaningful component.
- No director performance link (PSUs) disclosed; alignment primarily through time-based RSUs and anti-hedging/pledging policy.