Orion Group Holdings Inc
For the period ended May 19, 2026. Filed Apr 1, 2026.
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May 19, 2026 · Filed Apr 1, 2026
Contents
PAY FOR PERFORMANCE TABLE
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Current PEO (1) · · Former PEO (2) · · Former PEO (3) · · All Other NEOs (4) · · Value of Initial Fixed $100 Investment Based on · · Value of Initial Fixed $100 Investment Based on · · · · | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | Company TSR | | Peer Group TSR | | | | |
| Year | | SCT Total (5)($) | | CAP (6)($) | | SCT Total (5)($) | | CAP (6)($) | | SCT Total (5)($) | | CAP (6)($) | | Average SCT Total (5)($) | | Average CAP | | (7)($) | | (8)(9)($) | | Net Income (loss) | | Adjusted EBITDA |
| | | | | | | | | | | | | | | | | (6)($) | | | | | | ($ millions) | | ($ millions) |
| 2025 | $3,729,160 | $6,182,836 | $ | - | $ | - | $ | - | $ | - | $1,113,578 | $742,973 | $200 | $387 | $2 | $45 | ||||||||
| 2024 | $3,608,632 | $4,320,860 | $ | - | $ | - | $ | - | $ | - | $1,313,989 | $1,395,165 | $148 | $267 | $(2) | $42 | ||||||||
| 2023 | $2,427,710 | $3,887,375 | $ | - | $ | - | $ | - | $ | - | $678,526 | $834,938 | $100 | $163 | $(18) | $24 | ||||||||
| 2022 | $1,416,346 | $1,278,057 | $1,685,385 | $1,575,347 | $817,354 | $(514,264) | $523,386 | $390,689 | $48 | $104 | $(13) | $23 | ||||||||||||
| 2021 | $ | - | $ | - | $ | - | $ | - | $2,032,150 | $2,155,691 | $936,557 | $561,013 | $76 | $118 | $(15) | $17 | ||||||||
(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 2025 Ms. Vasquez and Messrs. Thanisch and Earle, for 2024 Messrs. Thanisch and Earle, for 2023, Messrs. Buchler, Earle and Thanisch, for 2022, Mr. Thanisch and Mr. Buchler and for 2021, Mr. 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, on December 31, 2023 was$4.94, on December 31, 2024 was$7.33 and on December 31, 2025 was$9.94.
(8)“Peer Group TSR” reflects the cumulative total shareholder return of the Company’s compensation peer group as approved by the Compensation Committee for 2025. Because this peer group is not a published industry or line-of-business index, the returns of each component issuer have been weighted according to the issuer’s stock market capitalization at the beginning of each period for which a return is indicated. The peer group used to calculate “Peer Group TSR” did not change from the peer group used in the immediately preceding fiscal year’s Pay Versus Performance disclosure.
(9)For informational purposes only, if the Company had used the S&P 1500 Construction Index as the peer group, the cumulative total shareholder return for that index over the same measurement period would have been 334%. This index TSR is provided as supplemental information and was not used to calculate the “Peer Group TSR” presented in the table.
To calculate the amounts in the “Compensation Actually Paid to PEO” columns in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:
2026 Proxy Statement │ 55
| · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SCT to CAP Reconciliation — PEOs (A) | ||||||||||||
| · · · · Adjust Value of · · Adjust for Incremental Increase/(Decrease) · · | ||||||||||||
| · · · · Current Year’s Equity Grant · · in Value of All Other Outstanding Equity Grants · · | ||||||||||||
| Year · · SCT Total ($) · · 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 ($) | ||||||||||||
| 2025 | $3,729,160 | $(1,951,280) | $3,251,645 | $ | - | $1,278,101 | $(124,790) | $ | - | $6,182,836 | ||
| 2024 | $3,608,632 | $(2,031,236) | $1,471,534 | $ | - | $932,896 | $339,034 | $ | - | $4,320,860 | ||
| 2023 | $2,427,710 | $(650,000) | $1,193,682 | $ | - | $761,334 | $154,649 | $ | - | $3,887,375 | ||
| 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 ($)(1) · · Add Fair Market Value Unvested at 12/31 ($) · · Add Fair Market Value for Vested during Year ($) · · Unvested Awards as of 12/31 ($) · · Vested during Year ($) · · Forfeited during Year ($) · · Ending CAP ($) | ||||||||||
| 2025 | $1,113,578 | $(518,193) | $423,333 | $ | - | $75,564 | $16,512 | $(367,822) | $742,973 | |
| 2024 | $1,313,989 | $(601,145) | $418,067 | $ | - | $205,511 | $58,743 | $ | - | $1,395,165 |
| 2023 | $678,526 | $(180,000) | $245,148 | $ | - | $83,574 | $45,770 | $(38,080) | $834,938 | |
| 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) | $561,013 | ||
| (1) | Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table. |
2026 Proxy Statement │ 56
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