Orion Group Holdings Inc

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

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

(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

HOUSTON, TEXAS 77034

To Our Stockholders:

On behalf of the Board of Directors, we cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Orion Group Holdings, Inc. (the “Company”), which will be held on Thursday, May 15, 2025, 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 2025 Annual Meeting physically. You may vote your shares via live webcast atwww.virtualshareholdermeeting.com/ORN202****5 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 15, 2025

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, 2024 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, 2024. 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,

E. Chipman Earle

Corporate Secretary

Houston, Texas

HOUSTON, TEXAS 77034

Important** Notice Regarding the Availability of Proxy Materials for **the

Stockholder** Meeting to Be Held on May 15, **2025

The proxy statement and accompanying 2024 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 2025 ANNUAL MEETING OF **STOCKHOLDERS

**TIME AND DATE:10:00 a.m. (Central) **on Thursday, May 15, 2025

INTERNET:** **www.virtualshareholdermeeting.com/ORN2025

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

ITEMS OF BUSINESS:(1)The election of two Class III members to our Board of Directors, each to serve a three-year term and until his or her 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 2025; and

(4) 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/ORN202****5.

This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 1,2025.

By Order of the Board of Directors,

E. Chipman Earle

Corporate Secretary

Houston, Texas

Contents

ABOUT THE COMPANY‌5

ABOUT THE ANNUAL MEETING‌6

PROPOSAL NO. 1 — ELECTION OF DIRECTORS‌11

PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION‌12

(SAY-ON-PAY PROPOSAL)‌12

PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF KPMG LLP‌13

Corporate Governance Guidelines‌14

CodeS of Ethics‌14

Guiding Beliefs‌14

Sustainability‌14

Website Availability of Governance Documents‌15

Communications with the Board‌15

Director Independence‌15

Nomination of Directors‌16

Leadership diversity‌16

Board Leadership Structure‌16

The Board’s Role in Risk Oversight‌17

Board/Committee Primary Areas of Risk Oversight‌17

THE BOARD OF DIRECTORS AND ITS COMMITTEES‌18

NOMINEES FOR DIRECTOR‌20

Austin** J. ****Shanfelter**‌20

Mary E. Sullivan‌21

Continuing Directors‌21

Thomas N. Amonett‌21

Travis J. Boone‌22

Michael J. Caliel‌23

Margaret M. Foran‌24

**Quentin P. Smith, Jr.**‌24

Meetings of the Board of Directors‌25

Committees of the Board‌25

Audit Committee‌25

****** 2025 Proxy Statement****│** 2

Compensation Committee‌26

Nominating and Governance Committee‌26

Director Nominations by Stockholders‌26

Annual Performance Evaluations‌27

Board Membership Matrix‌28

DIRECTOR COMPENSATION‌29

EXECUTIVE OFFICERS OF THE COMPANY‌30

G. Scott Thanisch‌30

E. Chipman Earle‌30

Beneficial Owners‌31

Security Ownership of Directors and Officers‌32

INTRODUCTION‌33

EXECUTIVE SUMMARY‌33

SUMMARY OF 2024 EXECUTIVE COMPENSATION DECISIONS‌33

OUR EXECUTIVE COMPENSATION PRACTICES‌35

2024 SAY ON PAY‌35

CEO PAY AT A GLANCE: ensuring stability through transition‌36

WHAT GUIDES OUR PROGRAM‌37

PRINCIPAL ELEMENTS OF COMPENSATION‌38

OUR PROCESS‌38

THE ROLE OF THE COMPENSATION COMMITTEE‌38

THE ROLE OF MANAGEMENT‌39

THE ROLE OF THE INDEPENDENT CONSULTANT‌39

THE ROLE OF PEER GROUPS AND MARKET DATA‌39

2024 executive compensation program in detail‌41

Base Salary‌41

Annual Cash Incentives Overview‌41

NEO Bonus Plan Design‌41

2024 Goals And Achievement‌41

Award Determination For 2024 Performance‌42

Long-Term Equity Incentives‌42

2024 Long-Term Incentive Award Grants‌44

2024 and 2025 Long-Term Incentive Program‌44

OTHER PROGRAMS, POLICIES AND GUIDELINES‌45

****** 2025 Proxy Statement****│** 3

Stock Ownership Requirements‌45

Benefits‌45

INSIDER TRADING POLICY‌46

RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES‌46

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS‌46

POST-EMPLOYMENT COMPENSATION‌46

Equity grant practices‌47

TAX DEDUCTIBILITY OF COMPENSATION‌47

COMPENSATION COMMITTEE REPORT‌48

Summary Compensation Table‌49

Grants of Plan Based Awards‌50

Outstanding Equity Awards at Fiscal Year End 2024‌51

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024‌51

CEO PAY RATIO DISCLOSURE‌52

Pay-Versus-Performance‌52

Pay for Performance Table‌53

Relationship Between Company Performance and Compensation Actually Paid‌54

Potential Payments Upon Termination or Change in Control‌56

Overview‌56

Employment Arrangements with Certain Officers‌56

Summary of Payments‌57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS‌60

AUDIT COMMITTEE REPORT‌60

Audit and Non-Audit Service Approval Policy‌62

Procedures for Approval of Services‌62

Annual Report‌64

SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING‌64

****** 2025 Proxy Statement****│** 4

HOUSTON,** TEXAS **77034

TELEPHONE:** (713) **852-6500

PROXY STATEMENT FOR THE 2025 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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements thereof. The Annual Meeting will be held on May 15, 2025, at 10:00 a.m. (Central), as a virtual meeting atwww.virtualshareholdermeeting.com/ORN2025. 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, 2024 (the “Annual Report”), are first being distributed or made available to stockholders on or about April 1, 2025.

Our Board of Directors (the “Board”) has established March 21, 2025, 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.

PLEASE VOTE

YOUR VOTE IS IMPORTANT

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.