GLDD Great Lakes Dredge and Dock Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2021, Great Lakes Dredge & Dock Corporation (the “Company”) announced that the Company has appointed Scott L. Kornblau, 50, to serve as the Company’s Senior Vice President and Chief Financial Officer, effective October 1, 2021. Mr. Kornblau has served more than two decades at Diamond Offshore Drilling, Inc., a leading offshore oil and gas drilling company providing contract drilling services to the energy industry around the globe, most recently as its chief financial officer.

The Company and Mr. Kornblau entered into an employment agreement on September 29, 2021. Mr. Kornblau’s employment agreement provides for a salary of $435,000, and annual incentive payments targeted at 65% of his base compensation and long-term incentive payments targeted at 75% of his base compensation, in both cases subject to his and the Company’s performance. In addition, Mr. Kornblau will receive a one-time time-based restricted stock unit award of 15,000 shares of the Company’s common stock which will vest in one third increments annually beginning in 2022. This description of the terms of the employment agreement is qualified in its entirety by reference to its actual text.  The employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Company and Mark M. Marinko, the Company’s Senior Vice President and Chief Financial Officer, reached agreement on his departure from the Company. Mr. Marinko’s departure was effective September 30, 2021. In connection with his departure, it is expected that Mr. Marinko will enter into a customary separation agreement with the Company that will provide severance benefits and payments to him consistent with the terms of that certain Employment Agreement, dated as of September 12, 2014, by and between Mr. Marinko and the Company (the “Marinko Employment Agreement”). A description of the termination provisions of the Marinko Employment Agreement is included in the proxy statement filed by the Company in connection with the 2021 Annual Meeting of Stockholders.