Orion Group Holdings Inc
For the period ended May 16, 2024. Filed Apr 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 3, 2024
Contents
Pay for Performance Table
| · Current PEO (1) · Former PEO (2) · Former PEO (3) · All Other NEOs (4) · Value of Initial Fixed $100 Investment Based onCompany TSR(7)($) · Net Loss($ millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · SCT Total (5)($) · CAP (6)($) · SCT Total (5)($) · CAP (6)($) · SCT Total (5)($) · CAP (6)($) · Average SCT Total (5)($) · Average CAP(6)($) | ||||||||||
| 2023 | $ 2,427,710 | $ 3,887,891 | $ - | $ - | $ - | $ - | $ 678,526 | $ 834,937 | $ 207.56 | $ (17;9) |
| 2022 | $ 1,416,346 | $ 1,278,057 | $ 1,685,385 | $ 1,575,347 | $ 817,354 | $(514,264) | $ 523,386 | $ 390,689 | $ 63.13 | $ (12.6) |
| 2021 | $ - | $ - | $ - | $ - | $2,032,150 | $2,155,691 | $ 936,557 | $ 561,014 | $ 76.01 | $ (14.6) |
(1)Current PEO refers to Travis J. Boone, who was appointed as our President and CEO as of September 12, 2022.
(2)Refers to Austin J. Shanfelter, who served as Interim Chief Executive Officer and Interim Chief Financial Officer from April 6, 2022 to September 12, 2022.
(3)Refers to Mark R. Stauffer, who served as President and CEO during 2021 and through April 6, 2022.
(4)All Other NEOs refers to all named executive officers, other than the PEO or former PEOs, who were designated as such under the SEC’s executive compensation disclosure rules based on their position and the compensation paid to them during the relevant year shown in the chart. All Other NEOs for each year consists of the following officers: for 2023, Messrs. Buchler, Earle and Thanisch, and for 2022, Mr. Thanisch and Mr. Buchler, and for 2021, Mr. Robert L. Tabb and Mr. Buchler.
(5)The totals in these columns reflect amounts (or averages) reported in our Summary Compensation Table for the applicable year.
(6)The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” as computed in accordance with Item 402(v) of Regulation S-K. To calculate CAP, the corresponding SCT total was adjusted as detailed below as required by SEC rules. For a reconciliation of SCT to CAP, please see the next two tables.
(7)Reflects the cumulative shareholder return over the relevant measurement period, computed in accordance with SEC rules, assuming an investment of $100 in our common stock at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the earliest fiscal year in the table and the measurement end point of the closing price of our common stock on the last trading day of the fiscal year in the table. With respect to the measurement period reflected in the table, the closing price of our common stock on December 31, 2020 was $4.96, on December 31, 2021 was $3.77, on December 31, 2022 was $2.38, and on December 31, 2023 was $4.94.
To calculate the amounts in the “Compensation Actually Paid to PEO” columns in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:
****** 2023 Proxy Statement****│** 56
| SCT to CAP Reconciliation — PEOs (A) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Adjust Value of · Adjust for Incremental Increase/(Decrease) | ||||||||
| Current Year’s Equity Grant · in Value of All Other Outstanding Equity Grants | ||||||||
| Year | SCT Total ($) | Subtract Grant Date Fair Market Value as reported in SCT ($)(1) | Add Fair Market Value Unvested at 12/31 ($) | Add Fair Market Value for Vested during Year ($) | Unvested Awards as of 12/31 ($) | Vested during Year ($) | Forfeited during Year ($) | Ending CAP ($) |
| 2023 | $2,427,710 | $ (650,000) | $1,193,682 | $ - | $ 761,334 | $ 154,649 | $ - | $3,887,891 |
| 2022(A) | $1,416,346 | $(1,200,000) | $1,061,711 | $ - | $ - | $ - | $ - | $1,278,057 |
| 2022(B) | $1,685,385 | $(1,200,000) | $ 597,132 | $ 492,830 | $ - | $ - | $ - | $1,575,347 |
| 2022(C) | $ 817,354 | $ - | $ - | $ - | $ - | $(195,713) | $(1,135,905) | $(514,264) |
| 2021 | $2,032,150 | $(1,322,200) | $1,122,966 | $ 423,613 | $ (235,726) | $ 134,888 | $ - | $2,155,691 |
| (1) | Represents the grant date fair value of the equity awards to our PEOs, as reported in the Summary Compensation Table. |
To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:
| SCT to CAP Reconciliation — Average of All Other NEOs (A) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Adjust Value of · Adjust for Incremental Increase/(Decrease) | ||||||||
| Current Year’s Equity Grant · in Value of All Other Outstanding Equity Grants | ||||||||
| Year · SCT Total ($) · Subtract Grant Date Fair Market Value as reported in SCT ($)(1) · Add Fair Market Value Unvested at 12/31 ($) · Unvested Awards as of 12/31 ($) · Vested during Year ($) · Forfeited during Year ($) · Ending CAP ($) | ||||||||
| Add Fair Market Value for Vested during Year ($) | ||||||||
| 2023 | $678,526 | $(180,000) | $245,148 | $245,148 | $ 83,574 | $ 45,770 | $ (38,080) | $834,937 |
| 2022 | $523,386 | $(255,000) | $155,782 | $ 75,000 | $ (75,370) | $ (33,110) | $ - | $390,689 |
| 2021 | $936,557 | $(540,900) | $199,727 | $141,206 | $(41,946) | $41,202 | $(174,833) | $561,014 |
| (1) | Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.