Great Lakes Dredge & Dock (GLDD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with shareholders able to vote online, by phone, or by mail.

• Key agenda items include director elections, auditor ratification, advisory vote on executive compensation, amendments to the long-term incentive plan, and a new employee stock purchase plan.

• The company emphasizes cost reduction and environmental impact by delivering proxy materials electronically.

Voting matters and shareholder proposals

• Election of two directors for one-year terms as part of the transition to annual director elections by 2027.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the 2021 Long-Term Incentive Plan to add 3,000,000 shares.

• Approval of a new 2025 Employee Stock Purchase Plan with 2,500,000 shares reserved.

Board of directors and corporate governance

• Board consists of seven members, with six independent directors and one CEO.

• Board committees (Audit, Compensation, Nominating/Corporate Governance/Sustainability) are composed solely of independent directors.

• Board chair is independent; roles of CEO and chair are separated.

• Board diversity includes gender and racial/ethnic representation.

• Annual board and committee evaluations, succession planning, and stock ownership guidelines for directors are in place.