DEF 14A 1 tmb-20240516xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Graphic

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Graphic

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:

Preliminary proxy statement

Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

Definitive proxy statement

Definitive additional materials

Soliciting material under Rule 14a-12

ORION GROUP HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

Payment of filing fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25((b) per Exchange Act Rules 14a-6(i)(1) and 0-11


ORION GROUP HOLDINGS, INC.

12000 AEROSPACE AVENUE, SUITE 300

HOUSTON, TEXAS 77034

April 3, 2024

To Our Stockholders:

On behalf of the Board of Directors, we cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Orion Group Holdings, Inc. (the “Company”), which will be held on Thursday, May 16, 2024, at 10:00 a.m. (Central).  This meeting will be held in a virtual meeting format only.  You will not be able to attend the 2024 Annual Meeting physically. You may vote your shares via live webcast at www.virtualshareholdermeeting.com/ORN2024 by using the multi-digit control number included in your proxy materials. Our directors will be available during the Annual Meeting to respond to any questions you may have. At the Annual Meeting, you will be voting on:

(1)The election of two Class II members to our Board of Directors, each to serve a three-year term and until his successor is duly elected and qualified;
(2)A non-binding advisory proposal to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote);
(3)The ratification of the appointment of KPMG, LLP, as the Company’s independent registered public accounting firm for 2024;
(4)Approval of the Company’s Employee Stock Purchase Plan (the “ESPP”);
(5)Approval of an amendment to the Company’s 2022 Long-Term Incentive Plan (the “2022 LTIP”); and
(6)Any other business that may properly come before the Annual Meeting, or any reconvened meeting after an adjournment thereof.

The following pages contain the formal Notice of Annual Meeting and the proxy statement.

This year, as in previous years, we will seek to conserve natural resources and reduce annual meeting costs by electronically disseminating annual meeting materials as permitted under the rules of the Securities and Exchange Commission. Many stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access annual meeting materials via the Internet. Stockholders may also request mailed paper copies if preferred.

Important Notice Regarding Internet Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on May 16, 2024

You may access an electronic, searchable copy of this proxy statement and

the Annual Report on Form 10-K for the year ended December 31, 2023 at: www.proxyvote.com

The accompanying proxy statement provides detailed information regarding the matters to be acted upon at the Annual Meeting. In addition to the proxy statement, we have included a copy of our Annual Report to Stockholders which includes our Annual Report on Form 10-K for the year ended December 31, 2023. The Form 10-K provides information regarding our operations as well as our audited, consolidated financial statements. In accordance with Securities and Exchange Commission rules, the proxy statement, the Form 10-K, and our other proxy materials, may be found at www.proxyvote.com.

Your vote is important. Please vote your shares as soon as possible, as this will ensure representation of your shares. Voting is available online or by telephone, or, if you have received a paper copy of our proxy materials, by paper proxy card. Returning the proxy card or voting by telephone or online does not deprive you of your right to attend the meeting virtually, and to vote your shares in the same manner for the matters to be acted upon at the meeting.

Sincerely,

Graphic

E. Chipman Earle

Corporate Secretary

Houston, Texas

April 3, 2024

2


ORION GROUP HOLDINGS, INC.

12000 AEROSPACE AVENUE, SUITE 300

HOUSTON, TEXAS 77034

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 16, 2024

The proxy statement and accompanying 2023 Annual Report on Form 10-K are available at www.proxyvote.com

You may also access the proxy materials and vote your shares at www.proxyvote.com.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:10:00 a.m. (Central) on Thursday, May 16, 2024

INTERNET: www.virtualshareholdermeeting.com/ORN2024

Use the multi-digit control number provided in your proxy materials.

ITEMS OF BUSINESS:(1)The election of two Class II members to our Board of Directors, each to serve a three-year term and until his successor is duly elected and qualified;

(2) A non-binding advisory proposal to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote);

(3) The ratification of the appointment of KPMG, LLP, as the Company’s independent registered public accounting firm for 2024;

(4) Approval of the Company’s Employee Stock Purchase Plan (the “ESPP”);

(5) Approval of an amendment to the Company’s 2022 Long-Term Incentive Plan (the “2022 LTIP”); and

(6) Any other business that may properly come before the Annual Meeting, or any reconvened meeting after an adjournment thereof.

RECORD DATE:

Only stockholders of record at the close of business on March 22, 2024 are entitled to notice of, and to virtually attend or vote at, the Annual Meeting and any adjournment or postponement thereof.

PROXY VOTING:

It is important that your shares are represented and voted at the Annual Meeting. You may vote your shares online or by telephone, as indicated in the proxy statement or the Notice of Internet Availability of Proxy Materials. If you received a paper copy of our proxy materials, you may also vote your shares by completing and returning the proxy card included in those materials. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

You are invited to virtually attend and vote at the Annual Meeting through the following link: www.virtualshareholdermeeting.com/ORN2024.

This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 3, 2024.

By Order of the Board of Directors,

Graphic

E. Chipman Earle

Corporate Secretary

Houston, Texas

April 3, 2024


Contents

DISCUSSION OF THE PROPOSALS7

CORPORATE GOVERNANCE12

The Board’s Role in Risk Oversight17

Board/Committee Primary Areas of Risk Oversight18

Michael J. Caliel21

Quentin P. Smith, Jr.22

Thomas N. Amonett22

Margaret M. Foran23

Travis J. Boone24

Austin J. Shanfelter25


Mary E. Sullivan26

Richard L. Daerr, Jr.26

Audit Committee28

Compensation Committee28

Nominating and Governance Committee29

Director Nominations by Stockholders29

Annual Performance Evaluations30

G. Scott Thanisch33

E. Chipman Earle33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT30

COMPENSATION DISCUSSION AND ANALYSIS32

THE ROLE OF THE COMPENSATION COMMITTEE41

THE ROLE OF MANAGEMENT42

Graphic 2023 Proxy Statement 2


THE ROLE OF THE INDEPENDENT CONSULTANT42

THE ROLE OF PEER GROUPS AND MARKET DATA42

Base Salary43

Annual Cash Incentives Overview44

NEO Bonus Plan Design44

2023 GOALS AND ACHIEVEMENT41

Award Determination For 2023 Performance44

Long-Term Equity Incentives46

2023 Long-Term Incentive Award Grants47

2024 Long-Term Incentive Program48

Stock Ownership Requirements48

Benefits49

Pay for Performance Table56

Relationship Between Company Performance and Compensation Actually Paid57

Overview58

Employment Arrangements with Certain Officers58

Graphic 2023 Proxy Statement 3


Summary of Payments59

AUDIT FEES58

ORION GROUP HOLDINGS, INC.'S EMPLOYEE STOCK PURCHASE PLAN60

AMENDMENT TO THE COMPANY'S 2022 LONG-TERM INCENTIVE PLAN66

Awards to Be Granted75

Federal Income Tax Consequences75

OTHER BUSINESS74

APPENDIX A - Employee Stock Purchase Plan77

APPENDIX B - Amendment to the Company's 2022 Long-Term Incentive Plan91

Graphic 2023 Proxy Statement 4


Graphic

ORION GROUP HOLDINGS, INC.

12000 AEROSPACE AVENUE, SUITE 300

HOUSTON, TEXAS 77034

TELEPHONE: (713) 852-6500

PROXY STATEMENT FOR THE 2024 ANNUAL

MEETING OF STOCKHOLDERS

We are providing this proxy statement, and accompanying proxy materials, to the holders of the common stock of Orion Group Holdings, Inc. (“Orion” or the “Company”) for use in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements thereof. The Annual Meeting will be held on May 16, 2024, at 10:00 a.m. (Central), as a virtual meeting at www.virtualshareholdermeeting.com/ORN2024. You may access the virtual meeting using the multi-digit control number provided with your proxy materials.  The proxy statement, the form of proxy, and the Company’s Annual Report for the fiscal year ended December 31, 2023 (the “Annual Report”), are first being distributed or made available to stockholders on or about April 3, 2024.

PLEASE VOTE

* YOUR VOTE IS IMPORTANT *

Our Board of Directors (the “Board”) has established March 22, 2024, as the record date (the “Record Date”) for determining the stockholders of record entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the Record Date are entitled to virtually attend and vote on matters presented at the Annual Meeting.

This proxy statement contains important information that you should consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it and the related materials carefully.

ABOUT THE COMPANY

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial, and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin, through its marine segment and concrete segment.  Our marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental, dredging, design and specialty services related to marine construction, fabrication and dredging. Our concrete segment services the building sector by providing turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial structural and other associated business areas. The Company is headquartered in Houston, Texas with offices throughout its operating areas. Our principal executive offices are located at 12000 Aerospace Avenue, Suite 300, Houston, Texas 77034. Our common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the trading symbol “ORN.” At the close of business on the Record Date, 32,441,871 shares of common stock were outstanding.

ABOUT THE ANNUAL MEETING

Why did I receive a one-page “Notice of Internet Availability of Proxy Materials” in the mail rather than a full set of proxy materials?

The Securities and Exchange Commission (“SEC”) rules allow companies to provide stockholders with access to proxy materials online rather than by mailing the proxy materials to stockholders. In an effort to be environmentally responsible and reduce costs, we delivered a

Graphic 2023 Proxy Statement 5


Graphic

Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice provides instructions for accessing the proxy materials online or for requesting printed copies of the proxy materials. The Notice also provides instructions for requesting the delivery of the proxy materials for future annual meetings in printed form by mail or electronically by email.

Why did I receive these proxy materials?

The Company’s Board is providing these proxy materials to you in connection with the Board’s solicitation of your proxy to vote at the 2024 Annual Meeting of Stockholders, which will take place on May 16, 2024.  As a stockholder of the Company on the Record Date, you are entitled to vote your shares at the Annual Meeting. This proxy statement provides information relevant to your vote on the matters that will be considered at the Annual Meeting.

What is the purpose of the Annual Meeting?

There are currently five proposals scheduled for consideration and vote at the Annual Meeting:

(1)The election of two Class II members to our Board of Directors, each to serve a three-year term and until his successor is duly elected and qualified;
(2)A non-binding advisory proposal to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote);
(3)The ratification of the appointment of KPMG, LLP, as the Company’s independent registered public accounting firm for 2024;
(4)Approval of the Company’s Employee Stock Purchase Plan; and
(5)Approval of an amendment to the Company’s 2022 Long-Term Incentive Plan.

Could other matters be considered and voted upon at the meeting?

Our Board does not expect to bring any other matter before the Annual Meeting and is not aware of any other matter that may be presented for consideration at the meeting. In addition, pursuant to our Amended and Restated Bylaws, the time has elapsed for any stockholder to properly bring a matter before the meeting. However, if any other matter does properly come before the meeting, the proxy holders will vote the proxies at their discretion.

How many votes may Stockholders cast?

Each share of common stock that was outstanding on the Record Date is entitled to one vote on each of the five proposals and on any other matter properly submitted to a vote at the Annual Meeting. On the Record Date, there were 32,441,871 shares of common stock outstanding and entitled to vote at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A majority of the outstanding shares of common stock must be present, either through participation at the virtual meeting online or represented by proxy, in order to hold the Annual Meeting and conduct business. This is called a “quorum.” In determining whether a quorum is present, the inspector of elections will count as present shares owned by stockholders who are present but abstain from voting, shares owned by stockholders who vote on at least one proposal, and broker non-votes (see What is a broker non-vote? below).

What are my voting options for each proposal? How does the Board of Directors recommend that I vote? How many votes are required to approve each proposal? How are the votes counted?

Proposal

Election of Directors

Say-on-Pay (advisory)

Ratification of Appointment of Auditors

Approval of the Company’s Employee Stock Purchase Plan

Approval of an Amendment to the Company’s 2022 Long- Term Incentive Plan

Your Voting Options

You may vote “FOR” or “AGAINST” the nominees or you may “ABSTAIN” from voting.

You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting.

You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting.

You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting.

You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting.

Graphic 2023 Proxy Statement 6


Graphic

Recommendation of the Board of Directors

The Board recommends you vote “FOR” each of the nominees.

The Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.

The Board recommends that you vote “FOR” ratification of our appointment of KPMG LLP as our independent registered public accounting firm for 2024.

The Board recommends that you vote “FOR” the approval of the Company’s Employee Stock Purchase Plan as disclosed in this proxy statement.

The Board recommends that you vote “FOR” the approval of an amendment to the Company’s Long-Term Incentive Plan as disclosed in this proxy statement.

Vote Required for Approval

Plurality of the shares present or represented by proxy (But see the note below on our “Majority Voting Policy in Director Elections”)

Affirmative vote of a majority of the shares present or represented by proxy

Affirmative vote of a majority of the shares present or represented by proxy

Affirmative vote of a majority of the shares present or represented by proxy

Affirmative vote of a majority of the shares present or represented by proxy

Effect of Abstention

No effect

Will count as a vote AGAINST this proposal

Will count as a vote AGAINST this proposal

Will count as a vote AGAINST this proposal

Will count as a vote AGAINST this proposal

Effect of Broker Non-Vote

No effect

No effect

Not applicable (this is a routine matter for which brokers have discretionary voting authority)

No effect

No effect

Majority Voting Policy in Director Elections. Although our Amended and Restated Bylaws provide that our directors are elected by plurality vote, our Board has adopted Corporate Governance Guidelines that include a majority voting policy. The Company’s majority voting policy provides that in the event a director nominee does not receive more “FOR” votes than “AGAINST” votes in an uncontested election, then the Board would expect such director nominee to tender his or her resignation for the consideration of the Board.  Abstentions are disregarded with respect to the determination of the outcome of director elections. We have provided more information about our majority voting policy under the heading “Proposal No. 1 — Election of Directors.”

Any Other Matters. Any other matter properly brought before the Annual Meeting other than those described above will be decided by the affirmative vote of a majority of the shares present or represented by proxy, unless a different vote is required by statute, NYSE listing standards, or our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a broker or other nominee as a beneficial owner rather than held of record in their own name. As summarized below, there are several differences between shares held of record and those held beneficially.

Stockholders of Record. If your shares are registered in your name with the Company’s transfer agent, Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust), you are the stockholder of record of those shares.

Beneficial Owners.  If your shares are held in a bank account, brokerage account, or by another nominee, you are the beneficial owner of those shares, and your bank, broker, or nominee (your “broker”) is the stockholder of record.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote in any of the following ways:

Online before the Annual Meeting at www.proxyvote.com;
During the Annual Meeting at www.virtualshareholdermeeting.com/ORN2024;
By telephone, by calling 1-800-579-1639 and follow the instructions provided; or
If you requested and received a paper copy of our proxy materials by mail, by signing, dating, and mailing the proxy card in the enclosed postage-paid

Graphic 2023 Proxy Statement 7


Graphic

envelope, which must be received by the Company by the date indicated on the proxy card.

Beneficial Owners. If you are a beneficial owner, you should refer to the proxy card or voting instruction form you received from your broker for an explanation of the voting options that are available to you. If you wish to vote online the shares that you beneficially own during the Annual Meeting, you must request, complete, and deliver a proxy from your broker as directed in the materials provided by your broker.

Can my shares be voted if I do not provide voting instructions?

Stockholders of Record. If you are a stockholder of record and do not deliver a proxy or otherwise vote your shares, your shares will not be voted. However, if you execute a proxy or cast a vote (whether online, by telephone, or by proxy card) without giving instructions as to how to vote on one or more proposals, your shares will be voted in accordance with the Board’s recommendations on any proposals for which you have not provided specific voting instructions.

Beneficial Owners. If you are a beneficial owner and do not provide your broker with specific voting instructions, your shares will not be voted on any proposal for which your broker does not have discretionary authority to vote. Brokers generally have discretionary authority to vote shares held in street name on “routine” matters. Whether a proposal is routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, your bank, broker or nominee may choose not to exercise such discretion to vote uninstructed shares. Therefore, unless you provide voting instructions, your bank, broker or nominee is not permitted to vote your shares on certain proposals and may elect to not vote on any proposals, resulting in a “broker non-vote.”

What is a broker non-vote?

A broker non-vote occurs when a broker holding shares for a beneficial owner submits a proxy that votes the shares on one or more proposals but does not vote on a proposal or proposals with respect to which the beneficial owner has not given voting instructions. If you hold your shares through a broker, bank, or nominee, please follow their instruction as to how to provide them with specific voting instructions.

Can I change or revoke my vote?

Yes, if you are a record holder, you may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by:

(1) filing a written revocation with the Corporate Secretary at the Company’s headquarters;

(2) submitting online, by mail, or by phone a duly executed proxy bearing a later date; or

(3)changing or revoking your vote online at www.virtualshareholdermeeting.com/ORN2024 any time before voting is closed at the Annual Meeting.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank, or other nominee holding your shares in “street name” to direct a change in the manner your shares will be voted.

Do i have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the annual meeting?

No. None of our stockholders will have dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

Graphic 2023 Proxy Statement 8


Graphic

Who are the proxies?

In connection with the solicitation of proxies for the Annual Meeting, the Board has appointed E. Chipman Earle and G. Scott Thanisch as proxies. All properly executed proxies that specify how the stockholder wishes to vote his or her shares will be voted in accordance with those instructions.

Who will count the votes?

The Company has appointed Broadridge Financial Solutions, Inc. (“Broadridge”) to tabulate the votes and act as the Inspector of Elections.

When will the voting results be announced?

We will announce preliminary voting results with respect to each matter properly brought to a vote before the conclusion of the Annual Meeting and will publish the final results in a Current Report on Form 8-K filed with the SEC within four business days following the meeting, which will be available on our website at www.oriongroupholdingsinc.com.

Who pays for the cost of the proxy solicitation?

The Company bears the expense of preparing, printing, mailing, and distributing the proxy materials. In addition to this solicitation by mail, directors, officers, and other employees of the Company may, without additional compensation, solicit the return of proxies by telephone, mail, facsimile, email, or other means. The Company will request that brokers and other nominee holders of common stock furnish proxy materials to their beneficial owners. The Company will reimburse such brokers and other nominees for their reasonable out-of-pocket expense in doing so.

What is householding?

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings and help to conserve natural resources. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or Annual Report, contact: Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account, or if you are a stockholder of record, you may notify us through Broadridge at the above-listed phone number or address.

Graphic 2023 Proxy Statement 9


Graphic

DISCUSSION OF THE PROPOSALS

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will be asked to elect two (2) members of our Board. Under our Amended and Restated Bylaws, the Board may determine by resolution the number of directors that the Company will have from time to time.  The size of the Board is currently set at eight persons; however, upon the conclusion of the Annual Meeting which is the effective date of Mr. Daerr’s retirement, the size of the Board will be reduced to seven directors. The nominees at this year’s Annual Meeting are: Michael J. Caliel and Quentin P. Smith, Jr.

Our Certificate of Incorporation and Amended and Restated Bylaws provide for a classified Board of Directors, divided into three classes, with each class serving a staggered three-year term. As a result, stockholders elect approximately one-third of our Board each year.  

Both director nominees are serving a term that expires at the 2024 Annual Meeting. On the recommendation of its Nominating and Governance Committee, the Board has nominated each of these directors for re-election as Class II directors to serve an additional three-year term expiring at the 2027 Annual Meeting of Stockholders.

Each director nominee has indicated to the Board his willingness to serve the full directorship term for which each has been nominated.  However, if, prior to the Annual Meeting, either of these director nominees become unwilling or unable to serve, then (i) the shares represented by proxy will be voted for the election of such other person as may be nominated thereafter by the Board; (ii) the Board may leave the position unfilled; or (iii) the Board may reduce the authorized number of directors, as provided in our Amended and Restated Bylaws.

Please see “The Board of Directors and Its Committees” section below for information about the director nominees and the other current members of the Board, each of whom will continue to serve following the Annual Meeting, but only to the extent described above.

Our Amended and Restated Bylaws provide that our directors are elected by plurality vote; however, our Board has adopted Corporate Governance Guidelines that include a majority voting policy that applies only in uncontested elections. If an incumbent director fails to receive the required votes for re-election, our Board would expect such director nominee to tender his or her resignation, then the Board, after considering the recommendation of its Nominating and Governance Committee and any factors it deems relevant, would determine whether to accept the resignation. Any director whose resignation is under consideration will abstain from participating in that decision.

The Board unanimously recommends that you vote “FOR” the election of each of the director nominees.

Graphic 2023 Proxy Statement 10


Graphic

PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

(SAY-ON-PAY PROPOSAL)

We are seeking stockholder approval of the compensation of our executive officers (our “Named Executive Officers” or “NEOs”) as disclosed in this proxy statement.  This disclosure includes the Compensation Discussion and Analysis (“CD&A”), the compensation tables, and the accompanying narrative compensation disclosures. This nonbinding advisory proposal, commonly known as a say-on-pay proposal, is required under Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”).  We ask our stockholders to vote on the following resolution:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement for the Company’s 2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission, is hereby APPROVED.

Our core executive compensation philosophy and practice are based on a pay-for-performance philosophy, balancing a fixed base salary with annual cash bonus and long-term equity incentive opportunities. We believe that our compensation program is strongly aligned with the long-term interests of our stockholders. In considering how to vote on this proposal, we encourage you to review all the relevant information in this proxy statement, including our CD&A (and its Executive Summary), the compensation tables, and the rest of the narrative disclosures regarding our executive compensation program.

Because this is an advisory vote, it will not be binding on the Board and it will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.  However, we understand that our executive compensation practices are important to our stockholders and our Compensation Committee will consider the outcome of this vote when considering future executive compensation arrangements. Following the recommendation of our stockholders at our 2023 Annual Meeting, we will hold a say-on-pay vote at each annual meeting (until the next required vote of our stockholders regarding the frequency of say-on-pay vote, which will occur at our 2029 Annual Meeting of Stockholders.

The Board unanimously recommends that you vote “FOR” the approval of this say-on-pay proposal.

Graphic 2023 Proxy Statement 11


Graphic

PROPOSAL NO. 3 — APPROVAL OF THE APPOINTMENT OF KPMG LLP

The Audit Committee has recommended, and the Board subsequently approved, the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm (our “independent auditor”) to perform the audit of the Company’s financial statements for 2024.  KPMG was the Company’s independent auditor for the fiscal years ended December 31, 2017 through 2023. Although ratification is not required by our Amended and Restated Bylaws or otherwise, our Board is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice.  If the stockholders do not ratify the retention  of KPMG by the affirmative vote of the holders of a majority of the shares present or represented by proxy, the Audit Committee will reconsider the selection of our independent auditors, but still may decide to retain KPMG.  

Abstentions will be counted as votes against this proposal.  Because this is a discretionary proposal, shares held by brokers, banks and other nominees may be voted with respect to this proposal even if the beneficial owner of such shares does not provide voting instructions.  With respect to shares held of record, if no voting specification is made on a properly returned or voted proxy card, the proxies named in the proxy card will vote “FOR” ratification of the appointment of KPMG as our independent auditor for fiscal 2024.  

Representatives of KPMG are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they so desire, and are expected to be available to respond to appropriate questions from stockholders.  

The Board unanimously recommends that you vote “FOR” the approval of the appointment of KPMG LLP as our independent registered public

accounting firm for 2024.

Graphic 2023 Proxy Statement 12


Graphic

PROPOSAL NO. 4 — APPROVAL OF THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN

We are asking our stockholders to approve the Orion Group Holdings, Inc. Employee Stock Purchase Plan.  We believe that it is in the best interests of our stockholders to approve the ESPP as a means to encourage broad-based stock ownership by our employees. Employees’ continuing economic interest, as stockholders, in our performance aligns the interests of our employees with those of our stockholders and enhances the entrepreneurial spirit of the Company, which we believe greatly contributes to our long-term growth and profitability. Additionally, the ESPP is intended to benefit the Company as a tool for recruiting, retaining and rewarding employees.

The ESPP provides a means for eligible employees of the Company and its designated subsidiaries to authorize after-tax payroll deductions on a voluntary basis to be used for the periodic purchase of our common stock at a 15% discount to its fair market value. The ESPP uses the lower of the fair market value of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code for employees subject to U.S. taxation.

On March 21, 2024, our Board of Directors adopted, subject to stockholder approval, the ESPP, which includes a contemplated reserve of 1,000,000 shares available for issuance under the ESPP.  If approved by the stockholders, this reserve under the ESPP will result in a potential dilution of approximately 3.1%. This potential dilution was calculated by dividing the requested share reserve of 1,000,000 shares by the total number of shares of outstanding common stock of the Company as of the Record Date.

Please see “Summary of the ESPP” and “New Plan Benefits” sections below for more information regarding the ESPP, the complete text of which is set forth in Appendix A hereto.

 

Our Board recommends a vote for the proposed ESPP as it will serve as an important part of our compensation mix and encourage broad-based stock ownership by our employees, which provides an incentive to contribute to the success of our company.

Abstentions will be counted as votes against this proposal.  Broker non-votes will have no effect on this proposal. With respect to shares held of record, if no voting specification is made on a properly returned or voted proxy card, the proxies named in the proxy card will vote “FOR” the approval of the Company’s Employee Stock Purchase Plan.    

The Board unanimously recommends that you vote “FOR” the approval of the Company’s Employee Stock Purchase Plan.

Graphic 2023 Proxy Statement 13


Graphic

PROPOSAL NO. 5 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S LONG-TERM INCENTIVE PLAN

We are asking our stockholders to approve an amendment to the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan.  Our 2022 LTIP was initially adopted by our Board of Directors on May 19, 2022, and approved by our stockholders at the 2022 Annual Meeting. The maximum number of shares of common stock authorized for issuance under the 2022 LTIP is 2,175,000 shares. Approval of the proposed amendment of the 2022 LTIP is needed to replenish the pool of shares available for the grant of stock-based compensation. As of the Record Date, approximately 370,000 shares of our common stock remained available for grants under the 2022 LTIP, which (assuming a grant price of $9.24 per share, which was the closing price of our common stock on the Record Date), is fewer than the number of shares of common stock that our Compensation Committee believes will be needed to make the planned, competitive long-term incentive grants over the next year to our key employees and independent directors.

On March 20, 2024, our Compensation Committee recommended and on March 21, 2024 our Board of Directors authorized, subject to stockholder approval, an amendment to the 2022 LTIP to, among other things, increase the number of shares available for issuance under the 2022 LTIP by 1,560,000 shares. If approved by the stockholders, the request to increase the number of shares for future issuance under the 2022 LTIP will result in an additional potential dilution of approximately 4.7 percent. This additional potential dilution was calculated by dividing the requested increase of 1,560,000 shares to the shares reserve by the sum of (i) the total number of shares available for issuance under the 2022 LTIP prior to its amendment, (ii) all unvested shares and unexercised stock options previously awarded and outstanding under the 2022 LTIP and any prior plan, and (iii) the total number of shares of outstanding common stock of the Company as of March 22, 2024.

Our Board recommends a vote for the proposed amendment to the 2022 LTIP as it will enable our Compensation Committee to continue to grant equity awards at market competitive levels to our key employees, thereby preserving cash for other strategic uses while at the same time aligning the interests of our senior management with our stockholders.

The Board unanimously recommends that you vote “FOR” the approval of an amendment to the Company’s 2022 Long-Term Incentive Plan.

Graphic 2023 Proxy Statement 14


Graphic

CORPORATE GOVERNANCE

We conduct our business under the direction of our Board. Members of the Board devote the time, energy, and attention as necessary to ensure diligent performance of their duties.  The Board has adopted corporate governance practices designed to aid the Board and management in the fulfillment of their respective duties and responsibilities to our stockholders.

Corporate Governance Guidelines

Our Corporate Governance Guidelines, first adopted by the Board in 2007 and subsequently amended from time to time, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Code of Business Conduct and Ethics, and Board committee charters, form the corporate governance framework for the Company. These guidelines set forth the practices the Board follows in making decisions regarding board composition and selection, the frequency of board meetings, involvement of senior management in board meetings, the Company’s Chief Executive Officer (the “Chief Executive Officer” or “CEO”) performance evaluation process and succession planning, executive compensation and Board Committees.

Code of Ethics

In addition to the Code of Business Conduct and Ethics, the Company has adopted an additional code of ethics that applies to its senior accounting and financial officers, including the Chief Executive Officer and Chief Financial Officer (“CFO”), as required by the rules of the SEC and Rule 406 of the Sarbanes-Oxley Act of 2002 (the “Officer Code of Ethics”). The Officer Code of Ethics, as well as other governance documents, are available as described below under “Website Availability of Governance Documents.” Any changes in, or waivers to, the Officer Code of Ethics are posted on the Company’s website within four business days and maintained for at least twelve months.

Guiding Beliefs

Graphic

The Company’s guiding beliefs for conducting its business are based on five core values:  integrity, quality, safety, delivery and teamwork. Integrity — the foundation of our success rests upon the well-earned reputation for integrity of our management team and employees.  Quality — we are committed to ensuring that each task is properly performed the first time and we will continuously improve upon everything we do.  Safety — we are responsible and accountable for our own personal safety, the safety of our co-workers and any others we come into contact with.  Delivery — we are committed to performing our work in the most efficient, timely and cost-effective manner. Teamwork – we expect employees to work together to safeguard our assets, and to act in our best interest. Through these guiding principles, we aim to achieve sustainability.

Sustainability

We are committed to the sustainability of our business affairs and operations, which encompasses the need to be a responsible corporate citizen in all aspects of how we conduct ourselves and practice our core values. We believe sustainability is important to our stockholders, employees, customers, subcontractors, and vendors, and to the communities in which they reside. Sustainability is also a long-term business driver and by focusing on sustainability challenges, we can minimize risk and increase our competitive advantage. Vital to this goal is a commitment to care for the environment, to foster socially conscious programs and to adhere to good governance principles. Our sustainability report, entitled “Orion Group Holdings, Inc.’s Corporate Social Responsibility & Sustainability Report” can be found by clicking on

Graphic 2023 Proxy Statement 15


Graphic

“ESG Report” in the “Environmental & Social” portion in the “Investor” section on our Company’s website at www.oriongroupholdingsinc.com.

Website Availability of Governance Documents

You can access our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Code of Business Conduct and Ethics & Officer Code of Ethics, Corporate Governance Guidelines, and Stockholder Communication Policy, as well as the Audit, Nominating and Governance, and Compensation Committee Charters under “Corporate Governance” in the “Investor” section of our website at www.oriongroupholdingsinc.com. Information contained on our website or any other website is not incorporated into this proxy statement and does not constitute a part of this proxy statement. Additionally, any stockholder who so requests may obtain a printed copy of the governance documents from our Corporate Secretary at the mailing address provided below.

Communications with the Board

Stockholders and other interested persons wishing to communicate with the Board, including with the Chairman of the Board or any other non-management directors, may do so by the following means:

Mail:Board of Directors

Attn: Corporate Secretary

Orion Group Holdings, Inc.

12000 Aerospace Avenue, Suite 300

Houston, TX 77034

Email:eearle@orn.net

For more information regarding how to contact the Board, including any committee of the Board, you may access our stockholder communications policy under “Corporate Governance” in the “Investors” section of our website at www.oriongroupholdingsinc.com.

Director Independence

NYSE listing rules require a majority of our directors to be independent. In accordance with these rules, our Board has reviewed the relationships between the Company and each director and has affirmatively determined that each of Messrs. Amonett, Caliel, Daerr, Shanfelter, Smith and Mses. Foran and Sullivan, satisfies the NYSE’s definition of an independent director. Mr. Shanfelter, who previously served as our Interim Chief Executive Officer and Interim Chief Financial Officer from April through September 2022, and Executive Chair from September 2022 through March 1, 2023, was not independent for only this brief period of executive service. However, effective March 2, 2023, the Board of Directors made the determination that he is again an independent director.  Mr. Boone, the Company’s current President and Chief Executive Officer, is not an independent director.

Members of the Audit and Compensation Committees must meet heightened standards of independence in accordance with the requirements of the NYSE corporate governance listing standards and SEC rules and regulations. The Board also has affirmatively determined that each member of the Audit, Compensation, and Nominating and Governance Committees satisfies the independence criteria (including the enhanced criteria with respect to Audit and Compensation Committee membership) set forth in the applicable NYSE listing standards and SEC rules for service on such committees.

Nomination of Directors

The Board is responsible for nominating a slate of candidates for Board membership.  It acts through its Nominating and Governance Committee to review the composition of the Board, and to screen and recruit potential director nominees in consultation with the Chairman of the Board and the Chief Executive Officer. Although the Nominating and Governance Committee has not established specific minimum qualifications for a position on the Board, the Committee seeks

Graphic 2023 Proxy Statement 16


Graphic

candidates who individually demonstrate a high ethical standard, a wide range of business experience at the policy-making level, diversity of background and business experience, and the ability to exercise sound and mature judgment in matters that relate to our current and long-term objectives.

Leadership diversity

While we do not have a formal policy outlining the diversity standards to be considered when evaluating director candidates, the Nominating and Governance Committee believes that a diversity of backgrounds, education, experience, and social perspectives, as well as independence, and the ability to represent the best interests of all stockholders, contribute to an optimal balance of Board members. Although we believe that the current membership of our Board represents a diversity of thought and perspective, the Board also remains committed to the gender, racial and ethnic diversity of its membership. In furtherance of that commitment, two of our directors are female – Mary E. Sullivan, who was first appointed to our Board in January 2019 and Margaret M. Foran, who was first appointed to our Board in October 2019.  In addition, Richard L. Daerr, Jr. is a disabled veteran of the U.S. armed forces, having served in combat during the Vietnam War. The two most recent additions to our Board, Quentin P. Smith, Jr. and Travis J. Boone, reflect ethnic and racial diversity.  While such significant steps are evidence of progress, our Board remains committed to considering diversity in evaluating the membership of the Board going forward.

Board Leadership Structure

Mr. Shanfelter resumed his role as Chairman of the Board on March 2, 2023 and is an independent director. Mr. Shanfelter was also an independent director prior to his appointment as Interim Chief Executive Officer and Interim Chief Financial Officer in April 2022, but not during the time that he served as Interim Chief Executive Officer and Interim Chief Financial Officer.

During the brief period when Mr. Shanfelter was Interim Chief Executive Officer, Interim Chief Financial Officer, and later Executive Chair, the Board appointed Mr. Daerr, an independent director, to serve as Lead Independent Director. As Lead Independent Director, Mr. Daerr presided over meetings of directors when the Chairman of the Board was not present and meetings of independent directors and was empowered to call meetings of independent directors. Mr. Daerr also facilitated communication between the Chairman of the Board and the independent directors, and carried out the responsibilities of the Chairman of the Board when Mr. Shanfelter was otherwise unavailable.  

Graphic 2023 Proxy Statement 17


Graphic

The Board’s Role in Risk Oversight

The members of our Board are actively involved in the oversight of risks that could have a material effect on us. This oversight is conducted primarily through committees of the Board, as discussed in the charters of each committee and descriptions below. We have adopted enterprise risk management policies based on the Integrated Framework of the Committee of Sponsoring Organizations (“COSO”). Under these policies, the Chief Executive Officer, Chief Financial Officer, and General Counsel periodically report on our risk management policies and practices to relevant Board committees and to the full Board.

Board/Committee Primary Areas of Risk Oversight

The Audit Committee provides direction on risks identified by management through its annual risk assessment related to financial reporting and internal controls and provides a central oversight role with respect to financial and compliance risks, including compliance with the Foreign Corrupt Practices Act. Our Compensation Committee considers potential risk related to the Company’s overall compensation policies and programs and effectiveness at linking executive pay to performance and aligning the interests of our executives and stockholders. Key risks to the Company’s operations, liquidity, information technology, cybersecurity and strategies are considered by the full Board.

Graphic

Full Board

Risk management process, structure, and overall policies and practices for enterprise risk management; strategic risks associated with business plans, significant capital transactions, including acquisitions and divestitures; and other significant risks such as major litigation, cybersecurity, business development risks and succession planning

Graphic

Nominating and Governance Committee

Risks and exposures related to corporate governance, effectiveness of the Board and its committees, review of director candidates, conflicts of interest and director independence and refreshment

Graphic

Compensation Committee

Risks related to executive recruitment, assessment, development, retention and succession policies and programs; and risks associated with compensation policies and practices, including incentive compensation

Graphic

Audit Committee

Major financial risk exposures; significant operational, compliance, reputational and strategic risks

Graphic

RISK OVERSIGHT

Graphic 2023 Proxy Statement 18


Graphic

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The following table sets forth the names, ages and positions of our director nominees and our continuing directors as of the Record Date.

Nominees for Director(1)

Name

Current Position

Age

Class

Director Since

Term Expires

Michael J. Caliel

Director

64

II

2019

2024

Quentin P. Smith, Jr.

Director

72

II

2022

2024

Continuing Directors

Name

Current Position

Age

Class

Director Since

Term Expires

Thomas N. Amonett

Director

80

I

2007

2026

Travis J. Boone

Director, President and CEO

50

I

2022

2026

Margaret M. Foran

Director

69

I

2019

2026

Austin J. Shanfelter

Chairman of the Board of Directors

66

III

2007

2025

Mary E. Sullivan

Director

67

III

2019

2025

(1)After almost 17 years of esteemed service, Mr. Richard L. Daerr, Jr. announced on March 21, 2024 that he has chosen not to stand for re-election but will retire from the Board and Committee appointments effective as of the closing of the 2024 Annual Stockholder Meeting on May 16, 2024.

The following graphs and charts provide insight into the composition of the Board immediately following the Annual Meeting (assuming both of the director nominees are re-elected).

Graphic

Graphic 2023 Proxy Statement 19


Graphic

Graphic

Graphic

Graphic 2023 Proxy Statement 20


Graphic

NOMINEES FOR DIRECTOR

The following sets forth certain biographical information for each of the director nominees, including his position with the Company and his business experience during the past five years.

Michael J. Caliel

Director since 2019

Member of Audit and Compensation Committees

Graphic

Mr. Caliel has served on our Board as a Class II director since his appointment to the Board in January 2019, and since that date has also served as a member of the Audit and Compensation Committees.

Mr. Caliel is an accomplished former Chief Executive Officer and Director with more than four decades of public company experience in the industrial, energy and infrastructure sectors. He has extensive knowledge of, and experience in, public company governance, strategy development, mergers and acquisitions, international operations and finance. He is the Executive Chairman of Team Inc.

(NYSE: TISI), a leading global provider of integrated, digitally-enabled asset performance assurance and optimization solutions.

From 2019 until 2022, Mr. Caliel served as Board Chair and a member of the Compensation Committee for PLH Group, a leading full-service construction and specialty contractor serving the electric power and pipeline markets.  Mr. Caliel also previously served as lead operating director at DBi Services, a leading asset management and infrastructure services company, and also as an independent director at FCX Performance, a leading process flow control provider.

From 2015 until its merger with Granite Construction in June 2018, Mr. Caliel served as President, Chief Executive Officer and Director for Layne Christensen Company (NASDAQ: LAYN), a global water management, infrastructure services and drilling company.  Prior to this, from 2011 to 2014, Mr. Caliel was President and Chief Executive Officer of Invensys Operations Management, a division of Invensys PLC (LSE: ISYS.L), a global technology, software and consulting company. Invensys PLC was acquired by Schneider Electric in January 2014. From 2006 to 2011, Mr. Caliel served as President, Chief Executive Officer and Director of Integrated Electrical Services, Inc. (NASDAQ: IESC), a national provider of electrical and communication infrastructure services. Mr. Caliel is a National Association of Corporate Directors Certified Director and a former Governance Fellow.

Mr. Caliel is well qualified to serve on our Board. He has extensive industry related operating and corporate experience, including international business experience. He has served as Chief Executive Officer of a public company and has been a member of the board of directors of multiple public companies.

Graphic 2023 Proxy Statement 21


Graphic

Quentin P. Smith, Jr.

Director since 2022

Member of Audit and Compensation Committees

Graphic

Mr. Smith has served on our Board as a Class II director since his appointment to the Board in January 2022. On March 24, 2022, Mr. Smith was appointed as a member of both the Audit and Compensation Committees. Mr. Smith joined the Board with comprehensive business development, operational, and governance experience across a spectrum of industries. Mr. Smith is founder and President of Cadre Business Advisors, LLC, a business management consulting firm that specializes in strategic planning, business performance improvement and capital formation. Prior to forming Cadre Business Advisors, Mr. Smith was a Partner-in-Charge of the Desert Southwest business consulting practice for Arthur Anderson.

Mr. Smith previously served as Chairman and CEO of Denver Group Holdings, Inc./Data Line Holdings, Inc., which, at the time of the acquisition, was the largest independent information processing service bureau in the western US. Mr. Smith also serves on the Board of Directors of Banner Health. Among Mr. Smith's Board experience with various civic organizations, he has previously served as Chairman of the Board for Employee Solutions, Inc., a publicly traded company formerly acquired; Chairman of the Board for iCrossing, Inc., a privately-held company formerly acquired; as a Director for STORE Capital, a publicly traded company; and, as a Director for Arizona Public Service Company, a publicly traded company.

Mr. Smith is well qualified to serve on our Board due to his more than 40 years of varied and challenging business experience. His private and public company expertise in strategic planning, business development and business performance improvement are of particular note. Mr. Smith’s re-election would support the ongoing diversification efforts of the Board, thus continuing to expand its variety of skill sets and professions, but also by continuing to reflect the demographics of the communities served by the Company in terms of race, ethnicity, age, and gender. 

Continuing Directors

Thomas N. Amonett

Director since 2007

Chair of Nominating & Governance Committee

Member of Audit Committee

Graphic

Mr. Amonett has served on our Board as a Class I director since his appointment to the Board in May 2007 and serves as the Chair of the Nominating and Governance Committee, and as a member of the Audit Committee. From April 2013 to May 2018, he served as President and Chief Executive Officer of Athlon Solutions LLC, a manufacturer and distributor of specialty chemicals and related services primarily to the refining and petrochemical industries. From November 1999 to April 2013, he was President, Chief Executive Officer and a director of Champion Technologies, Inc., a manufacturer and distributor of

Graphic 2023 Proxy Statement 22


Graphic

specialty chemicals and related services primarily to the oil and gas industry. From July 2007 to November 2015, Mr. Amonett was a director of Hercules Offshore, Inc., a provider of contract oil and gas drilling services and liftboat services and served as Chairman of the Nominating and Governance Committee. Mr. Amonett was a director of Bristow Group Inc., a global provider of helicopter and other aviation services, from 2006 until 2019, where he served most recently as Executive Vice Chairman of the Board and previously served as a member of the Audit Committee and Chairman of the Compensation Committee. Mr. Amonett previously served as a director of T. F. Hudgins Incorporated, Modumetal, Inc., and as Chairman of the Board of Ergon, Inc., all private companies.

Mr. Amonett is qualified to serve as one of our directors based on his considerable management, operational, and financial experience in a wide range of industries. Of particular note is his service as President and Chief Executive Officer of several companies, his previous service as a director of other companies and his corporate governance experience and expertise. The National Association of Corporate Directors previously designated Mr. Amonett as a Board Leadership Fellow.

Margaret M. Foran

Director since 2019

Chair of Compensation Committee

Member of Nominating & Governance Committee

Graphic

Ms. Foran has served on the Board as a Class I director since her appointment to the Board in October 2019, and serves as the Chair of the Compensation Committee and as a member of the Nominating and Governance Committee. She is the Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc. Prior to joining Prudential, she was the Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation from 2008 to 2009; Senior Vice President, Associate General Counsel and Corporate Secretary at Pfizer Inc. from 1997 to 2008; and prior to that, Vice President and Assistant General Counsel at J.P. Morgan & Co. Ms. Foran is a former Director of Occidental Petroleum Corporation, The MONY Group Inc. and MONY Life Insurance Company.

Ms. Foran also serves as Co-Chair and a director of the Council of Institutional Investors (CII). She is the former Chair of the American Bar Association Committee on Corporate Governance. Ms. Foran is the former Chair of the Coordinating Committee of the Business Roundtable Corporate Governance Task Force. She is a member of the Standing Advisory Group of the Public Company Accounting Oversight Board (the “PCAOB”) and a member of the Economic Club of New York. Ms. Foran is a trustee of the Committee for Economic Development, as well as a member of the Notre Dame Law School Advisory Council. Ms. Foran is a National Association of Corporate Directors Certified Director.  

Ms. Foran is well qualified to serve as one of our directors. She has extensive experience as a member of the board of directors of much larger corporations and is nationally recognized as a governance expert, having served in significant roles with the American Bar Association and the Business Roundtable Corporate Governance Task Force.

Graphic 2023 Proxy Statement 23


Graphic

Travis J. Boone

Director since 2022

President and Chief Executive Officer

Graphic

Mr. Boone joined the Company in September 2022 as President and Chief Executive Officer, and has served on the Board as a Class I director since his appointment to the Board in November 2022. Before joining the Company, Mr. Boone was Chief Executive of the West Region at AECOM, where he led a large multidisciplinary business. He was at AECOM for 23 years and started his career there as an entry level bridge engineer and held numerous positions during his tenure there. He worked at several construction companies in various roles prior to joining AECOM. He is a Professional Engineer, a Board of Certified Safety Professionals Safety Trained Supervisor, and has served on numerous industry boards. He is a member of the Citizen Potawatomi Nation.

Mr. Boone is qualified to serve as one of our directors based on his considerable management and operational experience in the construction industry, and his role as President and Chief Executive Officer of the Company.  Of particular note is his service as an executive of AECOM.

Graphic 2023 Proxy Statement 24


Graphic

Austin J. Shanfelter

Director since 2007

Chairman of the Board of Directors

Graphic

Mr. Shanfelter has served on our Board as a Class III director since May 2007 and, effective January 1, 2021, he was elected Chairman of the Board. On April 6, 2022, he was appointed Interim Chief Executive Officer and Interim Chief Financial Officer until September 2022. He served as Chair of our Compensation Committee from May 2007 until March 2019, immediately prior to his appointment as our Interim Chief Operating Officer, a position he held until February 2020. In March 2020, following the end of his service as an interim officer, Mr. Shanfelter was once again appointed to serve as Chair

of our Compensation Committee, a position he held until June 1, 2021.  Mr. Shanfelter also served as a member of the Nominating and Governance Committee from May 2010 until March 2019, and stepped down as a member of the Compensation Committee effective March 24, 2022.

Mr. Shanfelter served as a member of the Board of Directors of MasTec, Inc. (NYSE: MTZ), a publicly traded specialty contractor, and as a special consultant from 2007 to 2008. Mr. Shanfelter served as Chief Executive Officer and President of MasTec from 2001 to 2007. From 2000 to 2001, Mr. Shanfelter was MasTec’s Chief Operating Officer and, prior to that role, he was a divisional president of MasTec from 1997 to 2000.

Mr. Shanfelter has been in the telecommunication, power, and specialty construction industry since 1981. Mr. Shanfelter became a member of the Society of Cable Television Engineers in 1982, the National Cable Television Association in 1991, and the Power and Communications Contractors Association in 1991, where he served as its President in 2007. Mr. Shanfelter was the majority owner and Chairman of Global HR Research LLC, a pre-employment screening company, from 2008 through 2016.  Mr. Shanfelter previously served as a member of the Board of Directors of Sabre Industries, a leading manufacturer of cell and power delivery structures. Mr. Shanfelter is currently serving on the Board of Governors of the National Wrestling Hall of Fame. Mr. Shanfelter is the current Chairman of Champions4Children, a non-profit organization supporting children in the Fort Meyers, Florida area.  

Mr. Shanfelter is well qualified to serve on our Board due to his over 30 years of varied and challenging business experience and almost 15 years of experience as a member of the Board. He is currently serving as Chairman of the Board of Directors and has twice served as Chair of the Compensation Committee. He has also temporarily served as Interim Chief Operating Officer of the Company from March 2019 until February 2020 and, thus, has an intimate and a vast awareness of the Company’s business operations. Mr. Shanfelter has also served on several other boards of directors and has President and Chief Executive Officer experience. The National Association of Corporate Directors previously designated Mr. Shanfelter a Governance Fellow.

Graphic 2023 Proxy Statement 25


Graphic

Mary E. Sullivan

Director since 2019

Chair of Audit Committee

Member of Nominating & Governance Committee

Graphic

Ms. Sullivan has served on our Board as a Class III director since her appointment to the Board in January 2019, and serves as the Chair of the Audit Committee and as a member of the Nominating and Governance Committee.

Ms. Sullivan currently serves as Chief Financial Officer for Susser Holdings II, L.P. From 2000 to 2015, Ms. Sullivan worked for Susser Holdings Corporation (NYSE: SUSS), a company engaged in convenience store and fuel distribution operations, as Vice President of Finance and as Executive Vice President, Treasurer and Chief Financial Officer. From 2012 to 2015, Ms. Sullivan also served as Executive Vice President, Treasurer and Chief Financial Officer of

Susser Holdings’ subsidiary, Susser Petroleum Partners (NYSE: SUSP/SUN). From 1999 to 2000, Ms. Sullivan served as Director of Finance for the City of Corpus Christi, Texas. Prior to this, Ms. Sullivan served as Controller of Elementis Chromium, LP, a chrome chemical manufacturer, from 1993 to 1999. From 1979 to 1992, Ms. Sullivan served in accounting positions and as Treasurer for Central Power and Light Company. Ms. Sullivan also has been a director of Susser Bank, a privately-owned community bank, since 2018, and of its parent company, Susser Banc Holdings Corporation since 2021, serving as the Audit Committee Chair from July 2018 to November 2021.

Ms. Sullivan is well qualified to serve on our Board due to her more than 40 years of financial and accounting business experience. She meets the standards as an audit committee financial expert and is currently serving as Chair of the Company’s Audit Committee. Ms. Sullivan is a Certified Public Accountant, a Certified Management Accountant, a Chartered Financial Analyst, Chartered Global Management Accountant, and a Project Management Professional. Ms. Sullivan is a National Association of Corporate Directors Certified Director.

RETIRING Director

Richard L. Daerr, Jr.

Director since 2007

Former Lead Independent Director

Member of Compensation Committee

Graphic

After 17 years of loyal and exemplary service as a director of the Company, Mr. Daerr is retiring from the Board and tendered his letter of resignation from the Board and Committee appointments at the March 21, 2024 meeting of the Board of Directors to be effective as of Annual Meeting. Mr. Daerr has served on the Board as a Class II director since May 22, 2007, served as non-executive Chairman of the Board from May 22, 2007 until December 31, 2020, and is also currently serving as a member of the Compensation Committee. He served as Lead Independent Director from April 6, 2022 until March 1, 2023. Mr. Daerr retired as Chairman of the Board as of December 31, 2020.

Graphic 2023 Proxy Statement 26


Graphic

Mr. Daerr founded RK Enterprises in 1997, a firm that has assisted companies and investor groups in developing and implementing strategic plans and initiatives focused primarily on the energy, biotechnology, engineering, construction, and pharmaceuticals industries. From 1994 to 1996, Mr. Daerr served as President and Chief Executive Officer of Serv-Tech, Inc., an industrial services company that was listed on the NASDAQ. Mr. Daerr worked for CRSS, Inc. from 1979 to 1992, where he served as General Counsel and Chief Administrative Officer, and as the President and Chief Operating Officer from 1990 to 1992. Prior to its acquisition, CRSS, Inc. was a NYSE listed company and one of the largest engineering, architectural, and construction management companies in the U.S. as well as one of the largest independent power producers in the U.S. CRSS owned a controlling interest in NATEC, Inc., a NASDAQ listed environmental services company of which Mr. Daerr was a director. From 1976 to 1979, Mr. Daerr was Associate Counsel with Dresser Industries, Inc., an industrial equipment, and materials supply company. From 1972 to 1976, he was a trial attorney with the antitrust division of the United States Department of Justice.

Mr. Daerr has served on the boards of several private and public companies, including TIMEC Company, Inc., a refinery turnaround maintenance company, and from 2002 to 2007, he served as Chairman of its Independent Committee and served on its Audit Committee. From 2003 to 2014, Mr. Daerr served as a director and on the Audit Committee of DISA, Inc., an industrial drug testing and background checking company. From 2011 to 2015, Mr. Daerr served as a director and member of the Audit Committee of ENTACT, Inc., an environmental remediation firm. In March 2015, Mr. Daerr began serving as a director and member of the Compensation Committee of MES Partners, Inc., a broad-based industrial service company. Mr. Daerr brings a vast amount of diverse experience to our Board, as he has served on numerous boards of public, private, and not-for profit companies, as well as serving as a committee member within those boards. Mr. Daerr has been a consultant to various companies in the areas of strategic planning, acquisitions, divestitures, and capital market transactions. As a former attorney with the Department of Justice and as counsel to other businesses in the public and private sectors, Mr. Daerr has dealt with many of the laws and regulatory issues that affect public companies today. Mr. Daerr is a National Association of Corporate Directors Certified Director.

Throughout his directorship with the Company, Mr. Daerr has served as a member of the Compensation and Nominating and Governance Committees as well as served as our Chairman of the Board. He has fulfilled a pivotal role in the Board of Directors’ oversight, stability and growth during his tenure.  Mr. Daerr’s invaluable service to the Company was made possible due to his expertise and knowledge from his extensive industry related experience, his service on numerous public, private, and not-for profit boards of directors and his excellent record as a former attorney with the Department of Justice.  The Board of Directors, together with Executive Management of the Company, express their sincere appreciation for Mr. Daerr’s valuable service to our Company.

Meetings of the Board of Directors

Directors are expected to attend all meetings of the Board and each committee on which they serve.  The Board encourages all its members to attend each Annual Meeting of Stockholders.

The Board held nine meetings during 2023.  Each director attended at least 75% of all meetings of the Board and committees on which he or she served, and all then-current directors attended the 2023 Annual Meeting of Stockholders.  

Non-management directors meet in executive sessions on a regular basis, generally at both the beginning and the end of each regularly scheduled Board meeting. In addition, the Audit Committee, the Compensation Committee, and Nominating and Governance Committee each adopted a practice of reserving time at the end of each meeting to meet without members of the Company management present.

Graphic 2023 Proxy Statement 27


Graphic

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. These committees are comprised exclusively of independent directors as defined by the listing standards of the NYSE. Each committee is governed by a written charter approved by the Board. A copy of each charter is available under “Corporate Governance” in the “Investors” section of our website at www.oriongroupholdingsinc.com.

Audit Committee

The Audit Committee helps set the “tone at the top” and assists the Board in overseeing our accounting and financial reporting processes and the audits of our financial statements. Pursuant to its charter, the Audit Committee has the following responsibilities, among others:

To select the independent auditor to audit our annual financial statements;
To approve the overall scope of and oversee the annual audit and any non-audit services;
To assist management in monitoring the integrity of our financial statements, the independent auditor’s qualifications and independence, the performance of the independent auditor and our internal audit function, and our compliance with legal and regulatory requirements;
To discuss the annual audited financial statements and unaudited quarterly financial statements with management and the independent auditor;
To discuss policies with respect to risk assessment and risk management; and
To review with the independent auditor any audit problems or difficulties and management’s responses.

During 2023, Ms. Sullivan and Messrs. Amonett, Caliel and Smith served on the Audit Committee, with Ms. Sullivan serving as its chair. The Board has affirmatively determined each of the above to be independent under NYSE listing standards and applicable SEC rules, including the heightened independence standards, applicable to audit committee members. In addition, Ms. Sullivan meets the relevant standards as an “audit committee financial expert” as defined by SEC rules. In 2023, the Audit Committee met four times. A report by the Audit Committee is presented elsewhere in this proxy statement.

Compensation Committee

The Compensation Committee supports the Board in fulfilling its oversight responsibilities relating to senior management and director compensation. Pursuant to its charter, the Compensation Committee has the following responsibilities, among others:

To develop an overall executive compensation philosophy, strategy, and framework consistent with corporate objectives and stockholder interests;
To review, approve and recommend all actions relating to compensation, promotion, and employment-related arrangements for senior management, including severance arrangements;
To approve incentive and bonus plans applicable to senior management and administer awards under incentive compensation and equity-based plans;
To review and recommend major changes to and take administrative actions associated with any other forms of non-salary compensation; and
To review and approve or review and recommend to the entire Board for its approval, any transaction in our equity securities between us and any of our officers or directors subject to Section 16 of the Exchange Act.

During 2023, the Compensation Committee was comprised of Ms. Foran and Messrs. Daerr, Caliel and Smith, with Ms. Foran serving as its chair. The Board has affirmatively determined each

Graphic 2023 Proxy Statement 28


Graphic

current and then serving member of the Compensation Committee to be independent while serving in such capacity, under the listing standards of the NYSE, both for directors generally and compensation committee members specifically. In addition, the Board determined that each member of the Compensation Committee was a non-employee director as defined in Rule 16b-3 of the Exchange Act.  The Compensation Committee met seven times during 2023. A report by the Compensation Committee is presented elsewhere in this proxy statement.

Nominating and Governance Committee

The Nominating and Governance Committee recommends director candidates to the Board, oversees the evaluation of Board and committee members, and develops and monitors corporate governance principles, practices and guidelines for the Board and the Company. Pursuant to its charter, the Nominating and Governance Committee has the following responsibilities, among others:

To identify individuals qualified to become Board members and to recommend that the Board select the director nominees for election at annual meetings of stockholders or for appointment to fill vacancies;
To recommend to the Board directors for each committee of the Board;
To advise the Board about appropriate composition of the Board and its committees;
To advise the Board about, develop and recommend to the Board appropriate corporate governance practices, principles, and guidelines, and to assist the Board in implementing those practices;
To lead the Board in its annual review of the performance of the Board and its committees; and
To perform such other functions as the Board may assign to the committee from time to time.

During 2023, the Nominating and Governance Committee consisted of Mr. Amonett and Mses. Foran and Sullivan, with Mr. Amonett serving as Chair.  The Board has affirmatively determined that each member of this committee was independent as defined in the applicable rules of the NYSE during his or her period of service. The Nominating and Governance Committee met five times during 2023.

Director Nominations by Stockholders

 Any stockholder who wishes to recommend a nominee for director for the 2025 Annual Meeting of Stockholders must send written notice to the Corporate Secretary in accordance with instructions set forth below and later in this proxy statement under the caption “Submission of Stockholder Proposals for 2025 Annual Meeting.”

 As provided in our Amended and Restated Bylaws, any stockholder notices of intention to nominate a director must include:

The name and address of the stockholder;
A representation that the stockholder is entitled to vote at the meeting at which directors will be elected;
The number of shares of the Company that are beneficially owned by the stockholder; and
A representation that the stockholder intends to appear virtually or in person at the meeting to nominate the person or persons specified in the notice.

In addition, the notice must contain the following information with respect to the person nominated by the stockholder:

Name and address;
A complete resume or statement of the candidate’s qualifications, including education,

Graphic 2023 Proxy Statement 29


Graphic

work experience, industry knowledge, membership on other boards of directors, and civic activity;
A description of any arrangements and understandings between the stockholder and the nominee and any other persons pursuant to which the nomination is made;
The consent of each such nominee to serve as a director if elected; and
Such other information as required to be included in a proxy statement, including information with respect to a candidate’s independence as defined under the rules and regulations of the SEC and the NYSE.

The Nominating and Governance Committee seeks to achieve a Board composed of diverse individuals who have experience relevant to the needs of the Company and who have a high level of professional and personal ethics. In addition, prospective directors must have time available to devote to Board activities. The Nominating and Governance Committee uses a variety of methods and multiple sources to identify and evaluate nominees for directors, including referrals from other directors and management, recommendations by stockholders, and third-party professional search firms.

The Company did not receive any stockholder nominations for director to be considered by the Nominating and Governance Committee for the Annual Meeting and, pursuant to our Amended and Restated Bylaws, the time has elapsed for any stockholder to properly nominate a candidate for director for consideration at the 2024 Annual Meeting of Stockholders.

Annual Performance Evaluations

The Board and its committees conduct annual self-performance evaluations and review each committee charter. In addition, our Corporate Governance Guidelines are reviewed and reassessed for adequacy annually.

Board Membership Matrix

The following tables reflect the composition, competencies and experience summary of our current Board of Directors.

Qualification

Austin J. Shanfelter (Chairman)

Thomas N. Amonett

Travis J. Boone

Michael J. Caliel

Richard L. Daerr, Jr.

Margaret M. Foran

Mary E. Sullivan

Quentin P. Smith, Jr.

Regulatory Compliance

Independent Director per SEC & NYSE

Independent Director per ISS & GL

Audit Committee Financial Expert

Personal

Prior Public Board Experience

Prior Private Board Experience

# of other current public boards

0

0

0

1

0

0

0

0

Previous NACD Fellowship

Ethnic diversity

Gender diversity

Birth Year

Aug. 1957

Oct. 1943

July 1973

May 1959

Aug. 1944

Nov. 1954

Nov. 1956

June 1951

Director Since

May 2007

May 2007

Nov. 2022

Jan. 2019

May 2007

Oct. 2019

Jan. 2019

Jan. 2022

Retired or Employed Full Time

Retired

Retired

Employed

Employed

Retired

Employed

Employed

Employed

Public Company Experience

Private Company Experience

Not-for-Profit Experience

Government Experience

Academia

Community Leadership / Philanthropic

Experience

Board Committees

Audit

Member

Member

Chair

Member

Nominating and Governance

Chair

Member

Member

Compensation

Member

Member

Chair

Member

Decision-Making Experience at Executive Level ("DM")

or Other Substantial Experience ("S")

Current or recent public company CEO

Prior Committee expertise

Relevant industry expertise

Consolidation/M&A expertise

Graphic 2023 Proxy Statement 30


Graphic

Strategic Planning

Accounting

Marketing / Finance

Technology / New media

Human Resources / Compensation

Health, Safety, Environment & Sustainability

International Business

Corporate Governance

Legal / Compliance

Graphic 2023 Proxy Statement 31


Graphic

DIRECTOR COMPENSATION

The following table describes the compensation earned by persons who served as non-employee directors on our Board during 2023.  Mr. Boone, who serves as our President and Chief Executive Officer in addition to serving as a director, is not entitled to any additional compensation as a director.  All amounts paid to Mr. Boone are reported in the charts under “Executive Compensation.”

Name

Fees Earned or Paid
in Cash(1)

Stock Compensation(2)

Total

Thomas N. Amonett

$ 95,000

$ 90,000

$185,000

Michael J. Caliel

$ 85,000

$ 90,000

$175,000

Richard L. Daerr, Jr.(3)

$ 88,500

$ 90,000

$178,500

Margaret M. Foran

$ 95,000

$ 90,000

$185,000

Austin J. Shanfelter(4)

$154,166

$ 90,000

$244,166

Quentin P. Smith, Jr.

$ 85,000

$ 90,000

$175,000

Mary E. Sullivan

$ 95,000

$ 90,000

$185,000

(1)Amounts in this column represent retainers and chairmanship fees as detailed in the chart.
(2)Each of our non-employee directors was awarded 34,091 shares of common stock on May 18, 2023.
(3)Mr. Daerr served as Lead Independent Director from September 2022 until March 1, 2023.  For such service, Mr. Daerr was compensated $7,000 which is included in the “Fees Earned or Paid in Cash” portion of the table.
(4)Mr. Shanfelter served as Executive Chair from September 2022 until March 1, 2023. On March 2, 2023, Mr. Shanfelter reverted to an Independent Director. His compensation for his Board Service and as Board Chair for 2023 were prorated for the 10-month period relating to Mr. Shanfelter’s status as an Independent Director.

The Compensation Committee of the Board of Directors retained Meridian Compensation Partners, LLC (“Meridian”), an independent consulting firm, to assist in determining the components and amounts of director compensation for 2023 based on comparisons of board compensation in similarly situated companies.

Our director compensation program typically consists of both cash and equity compensation.  In 2023, the Compensation Committee granted equity awards to our non-employee directors valued at $90,000 per director and currently expects to grant equity awards to non-employee directors during fiscal 2024.  The schedule of director fees for 2023 were as follows:  

Fee Description

Annual Amount

Board Service Annual Cash Retainer*

$ 85,000

Board Chair Annual Additional Cash Fee*

$100,000

Each Committee Chair, Additional Annual Cash Fee

$ 10,000

Board Service Annual Equity Grant

$ 90,000

*Annual amount was prorated for Mr. Shanfelter’s status as independent director and Chair effective March 2, 2023, such that he received $70,833 and $83,333, respectively, for such service in 2023.

All cash retainers are paid quarterly in arrears.  The Company also reimburses non-employee directors for reasonable travel and lodging expenses incurred for attending Board and committee meetings.

Graphic 2023 Proxy Statement 32


Graphic

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the current executive officers of the Company. All executive officers are appointed by, and serve at the pleasure of, the Board. There is no family relationship between or among any of the Company’s directors and executive officers.

Name

Age

Position with the Company

Travis J. Boone

50

President and Chief Executive Officer

G. Scott Thanisch

55

Executive Vice President, Chief Financial Officer and Treasurer

E. Chipman Earle*

51

Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary

*Mr. Earle was appointed Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary effective November 27, 2023.  Mr. Earle replaced Mr. Buchler, who assumed the role as Executive Vice President and Legal Advisor through December 31, 2023 and retired on January 1, 2024.  

Below is a summary of the business experience of our current executive officers other than Mr. Boone, our President and Chief Executive Officer (whose business experience is included under the above caption “Nominees for Directors”).

G. Scott Thanisch

Executive Vice President, Chief Financial Officer

and Treasurer

Graphic

Mr. Thanisch joined the Company in 2022. Prior to joining the Company, he co-founded and served as Chief Financial Officer from 2021 to 2022 for a Texas-based construction services start-up named MDR Partners. Mr. Thanisch was Chief Financial Officer of CHC Helicopter from 2017 to 2021 and Director of Finance and Treasury for specialty constructor PLH Group from 2014 to 2016. During his nearly 30-year career in corporate finance, he has championed technology-driven process improvements and deep operational engagement in the finance organization.

E. Chipman Earle

Executive Vice President, General Counsel,

Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary

Graphic

Mr. Earle joined the Company effective November 27, 2023 as Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary. Prior to joining the Company, Mr. Earle was the Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary of Newpark Resources, Inc. (NYSE: NR).  Before his tenure with Newpark Resources, he served as General Counsel and Chief Compliance Officer of Bristow Group, Inc. (NYSE: VTOL) and Deputy General Counsel of Transocean Ltd. (NYSE: RIG). Prior to working as an in-house attorney, he was a corporate and securities attorney at Baker Botts LLP (Houston, Texas). Mr. Earle holds a Bachelor of Arts degree from Middlebury College, a Master's Degree in Business Administration from the University of Texas McCombs School of Business, and a Juris Doctorate degree from the University of Texas School of Law. With a career focused on worldwide legal, compliance and risk management, Mr. Earle brings valuable experience to the Company's executive leadership team.

Graphic 2023 Proxy Statement 33


Graphic

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Owners

The following two tables, based in part upon information supplied by officers, directors, and certain stockholders, sets forth the percentage of ownership of the Company’s outstanding common stock as of the Record Date by:

Each person or entity who is known by the Company to own beneficially more than 5% of the Company’s outstanding common stock;
Each of the Company’s directors during 2023;
Each of the Company’s named executive officers during 2023, and
All directors and executive officers of the Company as a group.

Name and Address of 5% Stockholders

Shares
Beneficially Owned

Percent of
Shares1

Brandes Investment Partners, L.P.2

3,337,094

10.3%

AMH Equity LLC 3

1,855,000

5.7%

Dimensional Fund Advisors, LP4

1,852,316

5.7%

Royce & Associates, LP5

1,825,535

5.6%

1 Calculated based on 32,441,871 shares of common stock outstanding on the Record Date.

2   Based on information set forth in a Schedule 13G filed with the SEC on January 10, 2024, by Brandes Investment Partners, L.P., Co-GP, LLC, Brandes Worldwide Holdings, L.P. and Glenn Carlson, 4275 Executive Square, 5th Floor, La Jolla, CA 92037, with respect to shares of common stock owned as of December 31, 2023. Each of the reporting persons reports shared voting power over 2,117,094 shares and shared dispositive power over 3,337,094 shares.

3   Based on information set forth in the amended Schedule 13G filed with the SEC on February 13, 2024, jointly by Leviticus Partners, L.P. and AMH Equity, LLC, 32 Old Mill Road, Great Neck, NY 11023, with respect to shares of common stock owned as of December 31, 2023.  AMH Equity Ltd. reports that it has sole voting power and sole dispositive power over 70,000 shares and Leviticus Partners, L.P. reports that it has sole voting power and sole dispositive power over 1,785,000 shares.

4 Based on information set forth in the amended Schedule 13G filed with the SEC on February 14, 2024, by Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746, with respect to shares of common stock owned as of December 29, 2023. Dimensional Fund Advisors LP, an investment adviser, reports that it has sole voting power over for 1,822,330 shares and sole dispositive power over all reported 1,852,316 shares.

5 Based on information set forth in the amended Schedule 13G filed with the SEC on January 24, 2024, by Royce & Associates, LP, 745 Fifth Avenue, New York, NY 10151, with respect to shares of common stock owned as of December 31, 2023.  Royce & Associates, LP, an investment advisor, reports it has sole voting power and sole dispositive power over all reported 1,825,535 shares.

Graphic 2023 Proxy Statement 34


Graphic

Security Ownership of Directors and Officers

Name of Beneficial Owner

Number of Outstanding Shares of Common Stock Owned (1)

Shares Acquirable Within 60 days Upon the Exercise of Stock Options (2)

Total Beneficial Ownership

Percent of Class (3)

DIRECTORS:

Thomas N. Amonett

265,769

-

265,769

*

Travis J. Boone, President & CEO

482,859

-

482,859

1.5%

Michael J. Caliel

185,000

-

185,000

*

Richard L. Daerr, Jr.

274,629

-

274,629

*

Margaret M. Foran

135,365

-

135,365

*

Austin J. Shanfelter, Chairman

467,039

-

467,039

1.4%

Quentin P. Smith, Jr.

77,278

-

77,278

*

Mary E. Sullivan

235,492

-

235,492

*

NAMED EXECUTIVE OFFICERS:

G. Scott Thanisch

163,811

-

163,811

*

E. Chipman Earle

69,602

-

69,602

*

Peter R. Buchler (4)

375,670

97,626

473,296

1.5%

Directors and Current Executive Officers as a group (10 Persons):

2,356,844

-

2,356,844

7.3%

* Less than 1%

(1)Includes time-based restricted stock for which vesting restrictions have not lapsed, however, the recipient retains voting rights.
(2)Includes shares of our common stock that may be acquired under outstanding stock options that are currently vested or will vest within 60 days of the Record Date.
(3)Calculated based on 32,441,871 shares of common stock outstanding on the Record Date. For each individual who holds options, this percentage is determined by assuming the holder exercises all of the options that are vested on or within 60 days of the Record Date.
(4)On November 27, 2023, we announced Mr. Buchler would retire from the Company effective January 1, 2024, and that he would continue to serve in the role of Executive Vice President and Legal Advisor through the end of 2023.

Graphic 2023 Proxy Statement 35


Graphic

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation philosophy and objectives, each element of our executive compensation program and how the Compensation Committee of the Board of Directors (referred to throughout this CD&A as the “Committee”) made its compensation decisions for our 2023 NEOs listed below:

NEO

TITLE

Travis J. Boone

President and Chief Executive Officer

Scott Thanisch

Executive Vice President, Chief Financial Officer and Treasurer

E. Chipman Earle

Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary

Peter R. Buchler

Retired Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary

Executive Transition

On November 27, 2023, we announced the appointment of Mr. Earle as the Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary.   Also on November 27, 2023, we announced that Mr. Buchler would retire from the Company effective January 1, 2024, and that he would continue to serve in the role of Executive Vice President and Legal Advisor through the end of 2023.  

EXECUTIVE SUMMARY

It is our goal to be the premier specialty construction company, focused on providing solutions for our customers across the infrastructure, industrial, and building sectors, while maintaining a healthy financial position and maximizing stakeholder value. Our executive compensation program is structured to support our business strategy and to ensure long-term alignment between our executives and our stockholders.

Business Highlights

We executed against our three-point strategic plan in 2023 that included improving the profitability of the concrete business, strengthening business development to drive growth, and investing in resources to realize Orion’s full potential. Through strong and focused execution during the year, we achieved our near-term objectives, including strengthening our business development team; rebuilding our IT infrastructure for more oversight and scalability, opening a new office location in Louisiana to expand our presence in the state; and rebranding our TAS concrete division under the Orion banner.  We also fortified our balance sheet and liquidity by securing a $103 million credit facility and closing $26 million in equipment and real estate sale-leaseback transactions. We also achieved a significant improvement in our fourth quarter profitability metrics:

Gross profit margin increased 620 basis points to 11.4% versus 5.2% for the comparable period last year.
Adjusted EBITDA was $14.8 million, or a 7.3% Adjusted EBITDA margin in Q4 2023--a significant improvement over $3.2 million, or a 1.6% adjusted EBITDA margin in Q4 2022.
Concrete segment Adjusted EBITDA margin was 5.3% versus negative 1.8% year-over-year.

Graphic 2023 Proxy Statement 36


Graphic

Amid our phased, strategic shifts, we have won some of the largest projects in our Company’s history and now have a much greater backlog mix of high-value, higher margin projects to support revenue growth and profitability in 2024 and beyond. With our pipeline of opportunities growing from $3 billion to over $11 billion in just over a year, our business development efforts are gaining real traction.  Our operational success is only heightened by our safety performance and in 2023, our Company was recognized for Outstanding Safety Leadership by the Council for Dredging and Marine Construction Safety.

What we accomplished in 2023 has transformed Orion into a more focused, more competitive, and more driven company. While our 2023 financial performance improved over the prior year, we are in the early stages of what our team can deliver going forward. We have the best people in the industry who are laser-focused on execution, growing revenues, and improving margins. Our compensation program is structured to ensure that we continue to provide competitive pay and benefits for our people, including our executive officers, so that we can not only retain our current people, but also attract others who we will need on our journey toward our ultimate goal of being the premiere specialty construction company.  

SUMMARY OF 2023 EXECUTIVE COMPENSATION DECISIONS

As described in greater detail below, the three primary components of our program are base salaries, annual bonus opportunities, and long-term equity incentive awards. Highlights of our 2023 program include:

Base Salaries: No changes were made to Messrs. Boone, Buchler or Thanisch’s salaries for 2023, and the Committee established the base salary for Mr. Earle.
Annual Bonuses: For 2023, the Committee established goals under our NEO Bonus Plan (“NBP”) for Adjusted EBITDA (60% weight), Strategic Objectives (30%) and Individual Objectives (10%). The Committee established target level bonus awards for 2023 for Mr. Boone at 100% of his annual salary, Mr. Thanisch at 75% of his annual salary, and Mr. Buchler at 60% of his annual salary. Based upon 2023 actual financial and operational performance, including Adjusted EBITDA of $23.8 million relative to a target of $27.5 million and successful execution of several key corporate strategic and individual objectives, the Committee approved bonuses at 100% of target for Mr. Boone, 100% of target for Mr. Thanisch, and 86.5% of target for Mr. Buchler.  Mr. Earle did not begin his employment with the Company until the fourth quarter of 2023, and therefore he was not eligible to receive a bonus for 2023 per the terms of the NBP.
Equity Awards: Due to management transition and strategic planning activity during 2022, that continued into 2023, the Committee did not approve any routine equity awards for our NEOs during 2023. In 2023, the Committee approved the performance conditions applicable to the new-hire grants of Performance Stock Units (“PSUs”) to Mr. Boone and Mr. Thanisch that were offered to them in 2022.  More specifically, the Committee determined that the 2023 PSUs may be earned based upon Company financial performance over a three-year period, with 75% tied to return on invested capital (“ROIC”) and 25% tied to achievement of a stock price of at least $6.00 per share for the 20 consecutive trading days at the end of the performance period. The Committee also approved a new hire equity grant in November 2023 consisting of time-vested restricted stock and PSUs for Mr. Earle.  The performance conditions for Mr. Earle’s PSUs, which were approved by the Committee in March 2024, provide that Mr. Earle’s 2023 PSUs may be earned based upon Company financial performance over a three-year period ending December 31, 2026, with 50% tied to ROIC and 50% tied to relative total shareholder return among the Company’s peer group.  We anticipate returning to a more routine annual grant of equity awards beginning in 2024, as discussed later in this CD&A.

Graphic 2023 Proxy Statement 37


Graphic

OUR EXECUTIVE COMPENSATION PRACTICES

Adherence to executive compensation best practices is a critical component of good corporate governance, aids our committee in its decision-making process, enhances our ability to manage compensation-related risk, and is in the best interests of our stockholders and executives. Below are highlights of our current practices and policies that guide our executive compensation program:

What We Do

What We Don’t Do

Graphic Pay for performance

Graphic No tax gross ups

Graphic Significant emphasis on at-risk pay

Graphic No repricing of stock option awards

Graphic Robust executive and director stock ownership requirements

Graphic No hedging of Company stock

Graphic Independent Compensation Consultant

Graphic No special benefits or perquisites for NEOs

Graphic Double-trigger vesting of equity awards upon a change of control

Graphic No accelerated vesting of equity awards upon termination, except after a change of control

Graphic Equity and cash incentive compensation subject to clawback (new for 2023)

2023 SAY ON PAY

At our 2023 annual meeting of stockholders, we received 80.5% support for our advisory vote on executive compensation. The Committee values the input of our stockholders on the design of our executive compensation program. Throughout the year, we regularly engage in discussions with stockholders regarding a variety of topics related to our business, including various aspects of our executive compensation program. While we believe that the 2023 vote reflects strong stockholder support for our program, we are committed to ensuring that our program remains aligned with the interests of our stockholders, with our guiding principles, and with evolving best practice standards of good governance.

80.5%

Support in 2023

Graphic 2023 Proxy Statement 38


Graphic

CEO PAY AT A GLANCE: ensuring stability through transition

Our program has historically been structured to place a majority of CEO compensation at risk, with realizable value dependent upon Company financial and stock price performance. During 2023, we maintained our focus on at-risk and variable compensation while seeking to ensure stability as we transitioned to a new leadership team.

The following table summarizes key components of target compensation paid to our Chief Executive Officer in 2022, 2023 and 2024.

Mr. Boone

2022 Target Compensation

Mr. Boone

2023 Target Compensation

Mr. Boone

2024 Target Compensation

Notes

Base Salary

$750,000

$750,000

$800,000

Actual 2022 salary prorated for hire date in September 2022

Target Annual Incentive

100% of base salary

100% of base salary

100% of base salary

Actual bonus for 2023 was $750,000, representing 100% of target

Target Long-term Incentive

$1,200,000 in restricted stock vesting 1/3 per year over three years, $200,000 of which were intended to replace forfeited stock from Mr. Boone’s previous employer
$650,000 in PSUs that cliff vest at the end of the three year performance period
25% based upon ROIC
75% based upon achievement of a minimum stock price of $6.00 for at least 20 consecutive trading days at the end of the performance period
$990,000 in PSUs that cliff vest at the end of a three-year performance period
50% based upon ROIC
50% based on relative total shareholder return among the Company’s peer group
$660,000 in restricted stock vesting 1/3 per year over three years

Mr. Boone’s initial letter agreement in 2022 anticipated a combined grant of time-based restricted stock and PSUs.

Due to management transition and strategic planning activity, the granting of the PSUs was delayed until March 29, 2023.

Graphic 2023 Proxy Statement 39


Graphic

CEO Compensation

Actual Compensation 2022 - 2023

2024 Target Compensation

Graphic

WHAT GUIDES OUR PROGRAM

We are one of the leaders in the specialty construction industry largely because of our highly experienced and talented people. To ensure that we are positioned for continued success in the future, we must attract, retain, and engage the talent necessary to grow, to ensure the quality and sustainability of that growth, and to produce positive long-term returns for our stockholders.

We have designed our executive compensation program to provide an externally competitive and internally equitable total rewards package that reflects individual and Company performance, job complexity, and strategic value of the position while ensuring long-term retention and motivation. To further our mission of producing superior financial returns for our stockholders, we have designed our program with the following objectives:

Objectives

Our Approach

Pay for Performance

Graphic Provide the majority of NEO pay in the form of short-term cash incentives and long-term equity incentives whose realized value is primarily dependent upon our financial performance

Stockholder Alignment

Graphic Encourage and facilitate meaningful long-term share ownership by our NEOs through annual long-term incentive (“LTI”) awards and robust share ownership guidelines supplemented by anti-hedging and clawback policies

Attract and retain highly qualified talent

Graphic Target NEO compensation opportunities to be competitive for similarly situated executives in our peer group

Graphic Provide a significant portion of NEO compensation in the form of LTI awards that vest or are earned over multiple years

Graphic 2023 Proxy Statement 40


Graphic

PRINCIPAL ELEMENTS OF COMPENSATION

Following 2022, which was a year of significant management transition, a primary focus of our program during 2023 was to ensure stability of leadership through that transition and to ensure that we were able to attract and retain new executive leadership. As noted above, the performance units that we agreed to award Mr. Boone under his offer letter in 2022 were not awarded until 2023 following our strategic planning activities with new senior leadership and no regular annual equity grants were made to our NEOs during 2023. Beginning in 2024, our executive compensation program has stabilized and includes the following annual components:

Pay Elements

Form

Description

Base Salary

Cash

(fixed)

Graphic Fixed cash payment for performing day-to-day responsibilities

Graphic Critical in attracting and retaining qualified personnel

Annual Cash Bonus

Cash

(variable)

Graphic Competitive annual incentive opportunity for achieving short-term financial goals and strategic objectives measured within the current year

LTI Awards

Equity

(variable)

Graphic Restricted stock with time-based vesting restrictions that provide immediate retention value and direct alignment with stockholders by encouraging long-term share ownership

Graphic PSUs with vesting tied to achievement of ROIC and relative TSR among the Company’s peer group over a three-year performance period.

OUR PROCESS

THE ROLE OF THE COMPENSATION COMMITTEE

Our Board is responsible for making decisions about the compensation of our NEOs. The purpose of its Compensation Committee, which is composed solely of independent directors, is to assist the Board in discharging this responsibility by, among other things:

Reviewing and discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives;

Reviewing and discussing with management the relationship between the Company’s compensation policies and practices, including the extent to which those policies and practices create risks for the Company;

Reviewing and approving all Company goals and objectives (both financial and nonfinancial) relevant to the compensation of the CEO;

Evaluating, together with the other independent directors, the performance of the CEO in light of these goals and objectives and the quality and effectiveness of his leadership;

Recommending to the Board for approval by the independent directors each element of the compensation of the CEO;

Reviewing the performance evaluations of all other members of executive management (the CEO is responsible for preparing the performance evaluations of the non-CEO executive officers);

Graphic 2023 Proxy Statement 41


Graphic

Reviewing and approving (and, if applicable, recommending to the Board for approval) each element of compensation, as well as the terms and conditions of employment, of these other members of executive management; and

Granting all awards under our equity compensation plans and overseeing the administration of all such plans.

The Committee works closely with management and the Committee’s independent consultant to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in its charter, which is available under “Corporate Governance” in the “Investors” section of our website at www.oriongroupholdingsinc.com.

THE ROLE OF MANAGEMENT

The CEO, who may attend part of certain Committee meetings at the Committee’s request but is not present when the Committee makes determinations regarding his compensation, assists the Committee in determining the compensation of all NEOs other than himself. Input provided by our CEO includes:

Recommending any annual merit increases to the base salaries of the other NEOs;
Recommending Company financial and strategic performance objectives applicable to the bonuses of the other NEOs and assisting the Committee with evaluating the Company’s performance against such objectives; and
Recommending any LTI awards for other NEOs.

The other NEOs do not have a role in determining their own compensation.

THE ROLE OF THE INDEPENDENT CONSULTANT

In furtherance of the Committee’s responsibility, the Committee engages an independent advisor to assist the Committee in evaluating our executive compensation. Meridian Compensation Partners (“Meridian”) has served as an independent advisor to the Committee since their initial engagement in 2020. Meridian reports directly and exclusively to the Committee. During 2023, Meridian provided the Committee competitive marketplace compensation data for executives and directors and commented on the competitiveness and reasonableness of our executive and director compensation programs, as well as trends and developments impacting executive pay. The Committee regularly reviews the services provided by its outside consultants and based on the information provided by Meridian, determined that they were independent in providing executive compensation consulting services.

THE ROLE OF PEER GROUPS AND MARKET DATA

Providing a competitive pay package is critical to attracting and retaining experienced talent. In order to help ensure pay levels are competitive, we consider external survey data and data from peer group compensation disclosures as important market reference points to assist well-informed compensation decisions.

The Committee periodically reviews the appropriateness of our pay posture in light of Company and individual performance, as well as other factors specific to individual executives (such as tenure and internal equity concerns). No single position in the referenced surveys or within our peer group fully captures the breadth of the responsibilities of certain of our NEOs.

For 2023 NEO compensation decisions, the Committee considered market data provided by Meridian that reflected compensation for a peer group of 16 publicly traded engineering and construction firms. While we have very few direct “peers” in the market, the companies in this group were identified in consultation with Meridian as potential competitors for talent with

Graphic 2023 Proxy Statement 42


Graphic

businesses of similar financial size and scope. Each year, the Committee reviews the peer group in order to determine whether the companies in the group remain appropriate. Each of the 16 companies included in the 2023 peer group compensation review is listed below. These same peers are being used for purposes of measuring relative TSR for the PSUs that were awarded to the NEOs in March 2024.

COMPENSATION AND TSR PERFORMANCE PEER GROUP

Company Name

Industry Focus

Ampco-Pittsburgh Corporation

Steel

Argan, Inc.

Construction & Engineering

Construction Partners, Inc.

Construction & Engineering

Eagle Materials

Construction Materials

Great Lakes Dredge & Dock

Construction & Engineering

Gulf Island Fabrication

Oil & Gas Equipment & Services

IES Holdings

Construction & Engineering

INNOVATE Corp.

Construction & Engineering

Insteel Industries

Building Productions

L.B. Foster Company

Industrial Machinery

Limbach Holdings, Inc.

Construction & Engineering

Matrix Service Company

Construction & Engineering

Northwest Pipe Company

Construction & Engineering

Sterling Infrastructure, Inc.

Construction & Engineering

Team, Inc.

Environmental & Facilities Svcs.

VSE Corporation

Diversified Support Services

At the time of the annual review, our annual revenues fell within the middle range of the peer group. As in past years, the Committee will review and revise this group as appropriate in 2024.

To supplement the peer group data (which were collected from proxy compensation disclosures), Meridian also provided compensation statistics from a review of compensation survey data. Data reflected compensation rates across a broad group of general industry companies with revenues comparable to our own. Using a robust survey sample in combination with peer group data (along with the practice of reviewing market quartiles as opposed to averages) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias.

2023 executive compensation program in detail

Base Salary

Our primary objective with respect to the base salary levels of our NEOs is to provide sufficient fixed cash income to retain and attract these experienced and valuable executives in a competitive market for executive talent. The base salaries of our NEOs are reviewed and adjusted (if appropriate) annually to reflect, among other things, economic conditions, base salaries for comparable positions from a review of market data discussed previously, the tenure of the officers, and the base salaries of the officers relative to one another. There were no changes to the executive officer salaries during 2023, and the committee established Mr. Earle’s salary upon his joining the Company in November 2023. The following table reflects NEO base salaries for 2022 and 2023, and approved NEO salaries for 2024.

Graphic 2023 Proxy Statement 43


Graphic

NEO

September 2022
Annualized Base Salary

December 2023 Annualized Base Salary

March 2024 Annualized Base Salary

Mr. Boone1

$ 750,000

$ 750,000

$ 800,000

Mr. Thanisch2

$ 425,000

$ 425,000

$ 450,000

Mr. Earle3

--

$ 410,000

$ 410,000

Mr. Buchler4

$ 375,000

$ 375,000

--

1 Mr. Boone was appointed as our President and Chief Executive Officer on September 12, 2022.

2

Mr. Thanisch was appointed as our Executive Vice President and Chief Financial Officer on September 12, 2022.

3

Mr. Earle was appointed as Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary on November 27, 2023.

4

Mr. Buchler retired from the Company effective January 1, 2024.

Annual Cash Incentives Overview

Annual cash incentive opportunities for Messrs. Boone, Buchler and Thanisch during 2023 were provided through our NEO Bonus Plan (“NBP”), as described below.  Mr. Earle, who was hired in the fourth quarter of 2023, was not eligible to receive an annual cash incentive opportunity for 2023 per the terms of the NBP.

NEO Bonus Plan Design

Under the NBP, annual target incentive opportunities are expressed as a percentage of base salary and are established by the Committee based on the NEO’s level of responsibility and his ability to impact overall results. Actual bonus payouts under the plan are typically contingent upon achievement of specific financial, strategic, and individual goals, as shown:

Corporate Financial Performance

Adjusted (EBITDA)

+

Strategic Goal Achievement

Factor

+

Individual Goal Achievement

Factor

=

Earned

Bonus

Graphic 2023 Proxy Statement 44


Graphic

2023 Goals And Achievement

Our 2023 NBP included a mix of financial, strategic and individual goals.

Financial Performance (60% weight)

Performance Goals

Actual

Percent of Target Earned

Category

Threshold

Target

Maximum

EBITDA $MM

$22.0

$27.5

$33.0

$23.8

66.4%

In addition to financial performance, the Committee evaluated achievement relative to corporate strategic goals and individual goals for each of the NEOs.

Strategic Goals (30% weight)

The Committee evaluated strategic goal achievement based upon the accomplishments described below. Each of our NEOs were assessed based upon the extent to which each contributed to these achievements.

Strategic Accomplishments

New debt financing: Completed White Oak bank deal

Increase backlog: More than doubled backlog to $900 million

Increase stock price: More than doubled stock price during the year to over $4.00 per share

Individual Performance (10%)

In addition to strategic corporate goals, the Committee evaluated individual goal achievement based upon the accomplishments described below.  Each of our NEOs was assessed based upon the extent to which he achieved his individual goals.

Mr. Boone

Individual Accomplishments

Key hires: Brought in numerous key hires to drive growth and improved financial and operational performance

Supporting business development: Made investments in key business development resources and focused on strategic pursuits to build backlog

Increasing surety/bonding capacity: Obtained $200MM in additional bonding capacity and positioned the Company to build more capacity in 2024

Graphic 2023 Proxy Statement 45


Graphic

Mr. Thanisch

Individual Accomplishments

Redesign investor relations: Brought in Financial Profiles to assist with investor relations

Redesign budget process: Adopted a proactive approach, that was very successful in 2023 resulting in more alignment among management and with the Board alignment

Enhance I.T.: Hired a new I.T. executive, achieved eligibility for cyber insurance for Orion, improved resilience of systems with a move to data centers and improved internal controls

Mr. Buchler

Individual Accomplishments

Work with successor to ensure smooth transition: Mr. Buchler’s efforts were critical to a successful General Counsel transition

Award Determination For 2023 Performance

The table below provides a summary of how the financial, strategic, and individual performance assessments combined to produce individual bonus payouts for each of our NEOs.

Executive

Approved Payout Factor

Target

Bonus

Approved Bonus

Mr. Boone

100.0%

$750,000

$750,000

Mr. Thanisch

100.0%

$318,750

$318,750

Mr. Buchler

86.5%

$225,000

$194,640

Long-Term Equity Incentives

Consistent with the Company’s compensation philosophy, the Committee believes that LTI awards should promote improvements to stockholder value and strongly align the interests of our NEOs with those of our stockholders. Specifically, NEOs should hold a meaningful amount of unvested equity, which not only aligns their long-term interests with those of our stockholders, but also serves as an effective retention tool.

As noted above, considering the continued on-boarding of our new executives and our desire to finalize previously offered equity awards, during 2023, the Committee did not grant any routine equity awards, but approved LTI grants to our three new NEOs: Mr. Boone, Mr. Thanisch, and Mr. Earle, as described below.

Mr. Earle’s new hire LTI grants were made upon his hiring in November 2023 and are weighted 60% ($300,0000) in time-based restricted stock that vest in equal annual tranches over a period of three years and 40% ($200,000) in PSUs based on stock price at market close on the start date of employment that cliff vest after a three-year performance period in respect of fiscal years 2024, 2025 and 2026.  The performance conditions for Mr. Earle’s PSUs

Graphic 2023 Proxy Statement 46


Graphic

were approved by the Compensation Committee in March 2024. These PSUs may be earned at the end of a three-year performance period based upon relative total shareholder return among the Company’s peer group (weighted at 50%) and ROIC performance over the same time period (weighted at 50%).

Mr. Boone & Mr. Thanisch: The 2022 letter agreements for each of Messrs. Boone and Thanisch provided for LTI awards in the form of PSUs and time-based restricted stock. The time-based restricted stock was granted in 2022. Due to the timing of goal-setting and budget approval following our strategic planning activity, the grant date of the PSUs was delayed until March 2023 when the performance conditions for those PSU awards were approved by the Committee (the “2023 PSU awards”).

The 2023 PSU awards, described in more detail below, were the only equity awards granted to Messrs. Boone and Thanisch in 2023. These PSUs may be earned at the end of a three-year performance period based upon achievement of a specified level of stock price performance (weighted at 25%) and ROIC achieved over the same time period (weighted at 75%):

2023 Performance Unit Design

Return on Invested Capital

(75% Weight)

Absolute Stock Price

(25% Weight)

Shares may be earned at the end of three years based upon achievement of a pre-established target level of average annual ROIC over a three-year period.
The Compensation Committee chose ROIC as a performance measure due to the importance of capital efficiency to our business strategy, and its importance as a long-term measure of value creation.
Shares may be earned at the end of three years based upon achievement of a $6.00 or higher average closing stock price for the 20 consecutive trading days at the end of the three-year performance period.
The Compensation Committee chose absolute stock price as a performance measure for the 2023 PSU awards to enhance shareholder alignment and to emphasize the importance of growing shareholder value.

Graphic 2023 Proxy Statement 47


Graphic

2023 Long-Term Incentive Award Grants

The table below shows the long-term incentive awards granted in 2023 to each of the NEOs.

NEO

PSUs

(#)

Time-Based
Restricted Stock

(#)

Total Grant Value

Mr. Boone (1)

241,636

--

$ 650,000

Mr. Thanish (1)

87,273

--

$ 240,000

Mr. Earle (2)

--

61,602

$ 300,000

Mr. Buchler

--

--

$ --

(1)Mr. Boone's and Mr. Thanisch's PSUs are listed at target and cliff vest at the end of three years based on 75% ROIC and 25% Absolute Stock Price. The number of performance units that may ultimately be paid ranges from 0% to 200% with respect to the ROIC portion of the award and either 0% or 100% for the Absolute Stock Price portion of the award. Mr. Boone and Mr. Thanisch received their time-based restricted stock in August and September 2022, respectively, as part of their sign-on packages.

(2)Mr. Earle's 41,068 PSUs were included as part of his offer package in November 2023, but the applicable performance conditions were not approved by the Compensation Committee until March 2024, so have not been included in this table as they were not considered to have been granted until 2024.

2024 Long-Term Incentive Program

Due to executive transition, our 2022 and 2023 NEO LTI grants were not representative of a “routine” year for our executive compensation program. For 2024, the Committee approved grants that included both time-based restricted stock and PSUs, as summarized below.

40% of total value)

30% of total value)

TSR

30% of total value)

2024 Long-Term Incentive Plan Design

Time-Vested Restricted Stock

(40% of total value)

Performance Stock Units

ROIC

(30% of total value)

Performance Stock Units

Relative TSR

(30% of total value)

Shares will vest in equal annual increments over three years.
Shares may be earned at the end of three years based upon achievement of a pre-established target level of average annual ROIC over a three-year period.
Shares may be earned at the end of three years based upon our total shareholder return (TSR) performance relative to our performance peer group.

OTHER PROGRAMS, POLICIES AND GUIDELINES

Stock Ownership Requirements

To further enhance our executives’ and directors’ focus on stockholder alignment, our executive compensation program includes stock ownership requirements for our NEOs and our directors. The required ownership levels are expressed as a multiple of salary (for NEOs) or a multiple of the annual Board retainer (for directors), as summarized in the table below:

Covered
Position

Stock Ownership Requirement
(Minimum Value)

Graphic 2023 Proxy Statement 48


Graphic

CEO

3.0x

CFO

2.0x

Other NEOs

1.5x

Directors

3.0x

Shares that may be counted toward the satisfaction of these guidelines include shares held outright, through benefit plans or in trust, unvested restricted stock, and the in-the-money value of unexercised stock options. Directors and NEOs have five years from the date first subject to these guidelines to comply with the applicable minimum ownership requirement.

Benefits

Each NEO is eligible to participate in the same benefit plans and programs that are (or in the future may be) available to our other salaried employees, including any profit-sharing plan, thrift plan, health insurance or health care plan, disability insurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and other similar plans. This also includes our 401(k) plan, which provides that we match 100% on the first 3% of eligible compensation contributed to the plan, and 50% on the next 2% of eligible compensation contributed to the plan.

Each of our NEOs is also eligible to participate in our Medical Expense Reimbursement Plan, which reimburses our NEOs and other senior management for qualifying expenses that are not otherwise covered by our standard health insurance or health care plans. We do not offer any other supplemental benefits or perquisites for our NEOs that are not generally available to other salaried employees in the organization, except for auto allowances, which are provided to a number of our personnel.  We believe providing our NEOs with an auto allowance and reimbursing their qualifying medical expenses meet a legitimate business need and are competitively appropriate.

We do not own any interest in or lease any aircraft, nor do we pay or reimburse country club memberships, nor do we provide any retirement benefits beyond what is generally available to all employees. However, the Committee in its discretion may revise, amend, or add to the officers’ executive benefits and perquisites as it deems advisable.

The Committee reviews the overall cost to us of our benefit programs generally on an annual basis or when changes are proposed. The Committee believes that the benefits provided by these programs have been important factors in attracting and retaining key employees, including the NEOs.

INSIDER TRADING AND SPECULATION IN ORION STOCK

We have established policies prohibiting our officers, directors, and employees from purchasing or selling Company securities while in possession of material, nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. In addition, our policies prohibit our officers, directors, and employees from speculating in our stock, which includes short selling (profiting if the market price of our stock decreases), buying or selling publicly traded options (including writing covered calls), hedging, or any other type of derivative arrangement that has a similar economic effect.  Furthermore, our established policies prohibit (i) trading in the securities of other companies about which an individual has obtained or received material nonpublic information by virtue of his/her relationship with our Company; and (ii) communicating any such material nonpublic information (of Orion or another company with which Orion does business) to others who may trade on or while in possession of such information.

Graphic 2023 Proxy Statement 49


Graphic

RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES

The Compensation Committee, with the assistance of Meridian, has assessed our compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. The risk assessment process included, among other things, a review of (i) all key incentive compensation plans to ensure that they are aligned with our pay-for-performance philosophy and include performance metrics that meet and support corporate goals, and (ii) the overall compensation mix to ensure an appropriate balance between fixed and variable pay components and between short-term and long-term incentives. The objective of the process was to identify any compensation plans and practices that may encourage employees to take unnecessary risk that could threaten the Company. No such plans or practices were identified.

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

As of the Record Date, each of our NEOs, other than Mr. Buchler, was party to an employment agreement with the Company that includes a fixed term that expires in September 2026.  The post-employment compensation provisions of each of these employment agreements is described under the related heading below.  Each of the employment agreements provides severance benefits in the event of certain qualifying termination events.  In the case of Mr. Buchler, he also entered into a letter agreement in 2023 providing specific severance benefits that were contingent upon his remaining employed during a retention period intended to transition the role of the General Counsel to a new hire.  

Upon the adoption of a Severance Plan, a Change-in-Control Plan, and a Retirement Policy, our Compensation Committee anticipates that future executive officers may no longer be offered employment agreements and the existing employment agreements with our current NEOs will not be renewed beyond September 2026.

POST-EMPLOYMENT COMPENSATION

Under their employment agreements, Messrs. Boone, Buchler, Earle and Thanisch are entitled to certain severance benefits in the case of a qualifying termination. Severance payments following a change in control are subject to a double trigger and we do not provide excise tax gross-up payments.

Absent a change in control, in the event of a resignation for “good reason” or a termination without “cause” (as such terms are defined in the agreement), each of our NEOs is entitled to continued payment of their respective base salary at the time for one year after termination and a lump sum payment equal to any earned but unpaid bonus with respect to the Company’s most recently completed fiscal year. Following a change in control, in the event a resignation for “good reason” or a termination without “cause”, each of our NEOs is entitled to receive a lump sum payment equivalent to a multiple of the NEO’s base salary and a multiple of the most recent bonus awarded to the NEO (a “Change-in-Control Severance Payment”). In the case of Mr. Buchler, his employment agreement provided for a Change-in-Control Severance payment equal to 30 months of salary and 2.5 times the most recent bonus awarded to him.  In the case of Messrs. Boone, Earle and Thanisch, each of their respective employment agreements provide for a Change-in-Control Severance payment equal to 36 months of salary and 3.0 times the bonus paid to the NEO for the most recently completed fiscal year prior to the NEO’s termination date. With respect to unvested equity, NEOs may exercise vested stock options following termination, but upon termination all unvested restricted stock and PSUs lapse according to the terms of our long-term incentive plan. Severance payments following a change in control are subject to a double trigger, and we do not provide any tax gross-up payments.

Consistent with the terms of his employment agreement, Mr. Buchler entered into a letter agreement on July 31, 2023 which superseded his employment agreement and provided that:    (i) he would receive severance benefits (including salary continuation and certain other severance payments and allowances) for twelve months after his retirement, (ii) he would remain

Graphic 2023 Proxy Statement 50


Graphic

eligible to receive a 2023 bonus under the NEO Bonus Plan, (iii) all of his outstanding restricted stock awards and PSUs will continue to vest through the first anniversary of his retirement, (iv) all of his outstanding stock options will continue to be exercisable through the earlier of the tenth anniversary of award or the first anniversary of his retirement, and (v) the Restricted Period under his employment agreement will  end on the first anniversary of his retirement date.

The Company provides these contractual severance benefits in order to help support retention of valuable executive talent, to ease any transition between executive officers and to ensure that executives remain focused on the best interests of stockholders — particularly in the context of any potential transaction. The Committee believes that the severance benefits agreed to in the case of these termination events are reasonable in light of the potential value delivered to stockholders in return. See “Executive Compensation — Potential Payments Upon Termination or Change in Control” below.

TAX DEDUCTIBILITY OF COMPENSATION

The Committee considers certain tax implications when designing our executive compensation programs and certain specific awards. However, the Committee believes that stockholders’ interests may best be served by offering compensation that is not fully deductible, where appropriate, to attract, retain and motivate talented executives. Accordingly, the Committee has discretion to authorize compensation that does not qualify for income tax deductibility.

COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed with our management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2023.

Compensation Committee of the Board of Directors

Margaret M. Foran (Chair)

Michael J. Caliel

Richard L. Daerr, Jr.

Quentin P. Smith, Jr.

Graphic 2023 Proxy Statement 51


EXECUTIVE COMPENSATION

The table below sets forth information regarding compensation earned by, awarded to, or paid to anyone who served as a NEO of the Company during 2023.

Summary Compensation Table

Name

Year

Salary1

Bonuses

Non-Equity Incentive Plan Compensation2

Equity Awards3

All Other Compensation4

Total

Stock Awards

Travis J. Boone
President & CEO

2023

$ 750,000

$ 0

$ 750,000

$ 650,000

$ 277,710

$ 2,427,710

2022

$ 216,346

$ 188,000

$ 0

$ 1,200,000

$ 5,708

$ 1,610,054

G. Scott Thanisch
EVP, CFO & Treasurer

2023

$ 425,000

$ 0

$ 318,750

$ 240,000

$ 97,429

$ 1,081,179

2022

$ 122,596

$ 94,000

$ 0

$ 360,000

$ 7,916

$ 584,512

E. Chipman Earle, EVP, CCO, CAO, GC & Corporate Secretary

2023

$ 31,538

$ 0

$ 0

$ 300,000

$ 2,581

$ 334,119

FORMER OFFICER

Peter R. Buchler
EVP, GC, CCO, CAO & Corporate Secretary

2023

$ 375,000

$ 0

$ 194,625

$ 0

$ 49,579

$ 619,204

2022

$ 375,000

$ 14,719

$ 0

$ 150,000

$ 37,948

$ 577,667

2021

$ 368,750

$ 0

$ 0

$ 408,800

$ 38,057

$ 815,607

1

Salary paid during each respective year. Messrs. Boone and Thanisch were employed beginning September 12, 2022.  Mr. Earle was employed beginning November 27, 2023.

2

For information regarding the NBP for fiscal 2023, please see the discussion entitled “2023 Executive Compensation Program in Detail – Annual Cash Incentives Overview” in the Compensation Discussion and Analysis section of this proxy statement.

3

Represents the grant date fair value of equity awards granted during the fiscal year as determined under ASC Topic 718.  Includes both our time-based restricted shares and our PSUs.  We value our restricted shares and PSUs at the closing price of a share of our common stock on the grant date. For more information on how we value our equity awards, please see Note 15 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.  For more information on the equity awards granted during fiscal 2023, please see the next table (“Grants of Plan-Based Awards”).

4

The 2023 figure for each NEO includes: (a) an automobile allowance for Mr. Boone ($14.185), Mr. Thanisch ($14,815), Mr. Buchler ($14,815), and Mr. Earle ($1,154); (b) relocation allowance for Mr. Boone ($182,464) and  Mr. Thanisch ($10,000); and (c) a housing allowance for Mr. Boone ($50,737) and Mr. Thanisch ($44,206). Additionally, the Company paid a matching contribution under the 401(k) Plan ($13,200 for Mr. Boone; $11,284 for Mr. Thanisch; and $12,115 for Mr. Buchler, respectively) as well the monthly premiums of $1,427 per month for a medical expense reimbursement plan for each of Messrs. Boone ($17,124), Thanisch ($17,124), Buchler ($17,124), and Earle ($1,427).

Graphic 2023 Proxy Statement 52


Grants of Plan Based Awards

The table below provides additional information regarding equity and non-equity incentive plan awards granted to our NEOs during the fiscal year ended December 31, 2023.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards1

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units
(#)

Grant Date Value of Stock and Option Awards4
($)

Name and Type of Grant

Grant Date

Threshold ($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum (#)

Travis J. Boone2

Performance Based Units

3/29/2023

90,614

241,636

422,863

$ 650,000

G. Scott Thanisch2

Performance Based Units

3/29/2023

32,727

87,273

152,728

$ 240,000

E. Chipman Earle3

Restricted Shares

11/27/2023

61,602

$ 300,000

Peter R. Buchler

1   Represents the threshold, target and maximum possible awards that could be earned by each NEO under our NBP for fiscal 2023 performance.  The actual amount paid to each NEO under the NBP for 2023 performance is reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” No payouts were made under our NBP for the fiscal year ended December 31, 2023.

2  For Messrs. Boone and Thanisch, these PSUs were approved in 2022, but not granted until March 29, 2023.  

3  For Mr. Earle, these time-based restricted shares will vest in three equal installments on the first three anniversaries of the grant date, subject to the holder’s continuous employment.  

4Represents the grant date fair value of our equity awards, as determined under ASC Topic 718.

Graphic 2023 Proxy Statement 53


Outstanding Equity Awards at Fiscal Year End 2023

The following table reflects all outstanding equity awards held by our NEOs as of the year ended December 31, 2023:

Option Awards(1)

Stock Awards

All Other Stock Awards(2)

Equity Incentive Plan Awards(3)

NEO

Grant Date

Number of Securities Underlying Unexercised Options

Option Exercise Price
($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested
(#)

Market Value of Shares or Units of Stock That Have Not Vested(4)
($)

Number of Shares or Units of Stock That Have Not Vested
(#)

Market Value of Shares or Units That Have Not Vested(3)
($)

Exercisable
(#)

Unexercisable
(#)

Travis J. Boone

8/15/2022

297,396

$1,469,136

3/29/2023