Orion Group Holdings Inc

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,** D.C. **20549

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

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☐ 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

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☐ 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

HOUSTON, TEXAS 77034

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 atwww.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:

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 atwww.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,

Corporate Secretary

Houston, Texas

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 atwww.proxyvote.com

You may also access the proxy materials and vote your shares atwww.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.

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,

Corporate Secretary

Houston, Texas

Contents

ABOUT THE COMPANY‌****5

ABOUT THE ANNUAL MEETING‌****5

DISCUSSION OF THE PROPOSALS‌7

PROPOSAL NO. 1 — ELECTION OF DIRECTORS‌****10

PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION‌****11

PROPOSAL NO. 3 — APPROVAL OF THE APPOINTMENT OF KPMG LLP‌****12

PROPOSAL NO. 4 — APPROVAL OF THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN‌****13

PROPOSAL NO. 5 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S LONG-TERM INCENTIVE PLAN‌****13

CORPORATE GOVERNANCE‌12

Corporate Governance Guidelines‌****15

Code of Ethics‌****15

Guiding Beliefs‌****15

Sustainability‌****15

Website Availability of Governance Documents‌****16

Communications with the Board‌****16

Director Independence‌****16

Nomination of Directors‌****16

Leadership diversity‌****17

Board Leadership Structure‌****17

The Board’s Role in Risk Oversight‌17

Board/Committee Primary Areas of Risk Oversight‌18

THE BOARD OF DIRECTORS AND ITS COMMITTEES‌****19

NOMINEES FOR DIRECTOR‌****20

Michael J. Caliel‌21

Quentin P. Smith, Jr.‌22

Continuing Directors‌****22

Thomas N. Amonett‌22

Margaret M. Foran‌23

Travis J. Boone‌24

Austin J. Shanfelter‌25

Mary E. Sullivan‌26

RETIRING Director‌****26

Richard L. Daerr, Jr.‌26

Meetings of the Board of Directors‌****27

Committees of the Board‌****28

Audit Committee‌28

Compensation Committee‌28

Nominating and Governance Committee‌29

Director Nominations by Stockholders‌29

Annual Performance Evaluations‌30

Board Membership Matrix‌****30

DIRECTOR COMPENSATION‌****30

EXECUTIVE OFFICERS OF THE COMPANY‌****33

G. Scott Thanisch‌33

E. Chipman Earle‌33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT‌30

Beneficial Owners‌****34

Security Ownership of Directors and Officers‌****35

COMPENSATION DISCUSSION AND ANALYSIS‌32

INTRODUCTION‌****36

Executive Transition‌****36

EXECUTIVE SUMMARY‌****36

Business Highlights‌****36

SUMMARY OF 2023 EXECUTIVE COMPENSATION DECISIONS‌****37

OUR EXECUTIVE COMPENSATION PRACTICES‌****38

2023 SAY ON PAY‌****38

CEO PAY AT A GLANCE: ensuring stability through transition‌****38

WHAT GUIDES OUR PROGRAM‌****40

PRINCIPAL ELEMENTS OF COMPENSATION‌****41

OUR PROCESS‌****41

THE ROLE OF THE COMPENSATION COMMITTEE‌41

THE ROLE OF MANAGEMENT‌42

****** 2023 Proxy Statement****│** 2

THE ROLE OF THE INDEPENDENT CONSULTANT‌42

THE ROLE OF PEER GROUPS AND MARKET DATA‌42

2023 executive compensation program in detail‌****43

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

OTHER PROGRAMS, POLICIES AND GUIDELINES‌****48

Stock Ownership Requirements‌48

Benefits‌49

INSIDER TRADING AND SPECULATION IN ORION STOCK‌****49

RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES‌****50

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS‌****50

POST-EMPLOYMENT COMPENSATION‌****50

TAX DEDUCTIBILITY OF COMPENSATION‌****51

COMPENSATION COMMITTEE REPORT‌****51

Summary Compensation Table‌****52

Grants of Plan Based Awards‌****52

Outstanding Equity Awards at Fiscal Year End 2023‌****54

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2023‌****54

CEO PAY RATIO DISCLOSURE‌****55

Pay-Versus-Performance‌****55

Pay for Performance Table‌56

Relationship Between Company Performance and Compensation Actually Paid‌57

Potential Payments Upon Termination or Change in Control‌****58

Overview‌58

Employment Arrangements with Certain Officers‌58

****** 2023 Proxy Statement****│** 3

Summary of Payments‌59

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS‌****61

AUDIT COMMITTEE REPORT‌****61

AUDIT FEES‌58

Audit and Non-Audit Service Approval Policy‌****63

Procedures for Approval of Services‌****63

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

Introduction‌****65

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS‌****65

Summary of the ESPP‌****66

U.S. Federal Income Tax Consequences‌****68

New Plan Benefits‌****70

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

OVERVIEW‌****71

REASONS FOR AMENDMENT‌****71

SUMMARY OF PROPOSED CHANGES‌****71

TERMS OF 2022 LTIP‌****72

Awards to Be Granted‌75

Federal Income Tax Consequences‌75

OTHER BUSINESS‌74

Annual Report‌****79

SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING‌****79

APPENDIX A - Employee Stock Purchase Plan‌77

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

****** 2023 Proxy Statement****│** 4

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 atwww.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.