Gulf Island Fabrication (GIFI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• The agenda includes electing five director nominees, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2025.

• Shareholders as of March 27, 2025, are eligible to vote, with each share entitled to one vote per proposal.

• The company emphasizes shareholder engagement, regular communication, and transparency in governance and compensation matters.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving executive compensation (say-on-pay), and ratifying the independent auditor.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• The board will reduce from six to five members after the 2025 meeting, reflecting ongoing board refreshment and increased diversity.

• Four of five directors are independent; all committees are fully independent.

• The roles of Chair and CEO are combined, with a Lead Independent Director appointed to ensure strong oversight.

• Annual board evaluations, skills assessments, and a director resignation policy are in place.

• Shareholders holding 20% of shares can call a special meeting; no shareholder rights plan is in effect.