Orion Group Holdings Inc

This say-on-pay proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures, including its CD&A, compensation tables, and related narratives. Management presents this advisory vote to obtain stockholder feedback and to demonstrate alignment between pay and performance; the Board points to a pay-for-performance philosophy, a compensation mix emphasizing at-risk pay (annual cash incentives and long-term equity), and recent high prior-year support (97% in 2024 and 94% in 2025) as evidence of stockholder alignment. The Compensation Committee engages independent consultants and uses peer benchmarking to set pay and ties long-term equity awards to multi-year performance metrics (adjusted EBITDA and relative TSR), which reduces the risk of short-termism. Because the vote is advisory, it will not directly alter contractual arrangements, but the Compensation Committee will consider the vote’s outcome in future compensation decisions and shareholder engagement. Key governance features—robust stock ownership guidelines, clawback policy, prohibition on hedging/pledging, and double-trigger change-in-control protections—are highlighted by management to strengthen alignment and mitigate pay-for-performance risk. Potential investor concerns include the absolute level of equity dilution from future awards and the mechanics of PSUs and performance targets; however, management emphasizes transparent disclosure of metrics and processes. Given the advisory nature, the vote serves primarily as a signal to the Board and Compensation Committee regarding investor support for current compensation design and execution. The Board’s recommendation to vote FOR is framed around the Company’s stated objectives to attract and retain talent while aligning executive incentives with long-term stockholder value.

This management proposal requests stockholder approval to amend the Certificate of Incorporation by adding Article 15 to expand exculpation protection to officers to the fullest extent allowed under Delaware law. Management frames the change as a response to the 2022 Delaware statutory update that permits corporations to eliminate certain monetary liability for officers, arguing the amendment will assist the Company in attracting and retaining qualified officers who might otherwise be deterred by exposure to personal liability and the cost of defending litigation. The amendment is narrowly tailored: it would not eliminate liability for breaches of the duty of loyalty, derivative claims, breaches involving bad faith or intentional misconduct, or transactions conferring improper personal benefits—preserving important accountability mechanisms. The Board also makes the point that adoption would automatically track any future expansions of permissible officer exculpation under Delaware law, potentially increasing protections without further stockholder action. From a governance perspective, shareholders should weigh the benefits of improved officer recruitment and reduced litigation costs against concerns about weakening officer accountability; the Company attempts to mitigate the latter by enumerating explicit exceptions and preserving fiduciary and criminal accountability. The vote requires a majority of outstanding shares, meaning broker non-votes have the effect of votes against the proposal; this raises the stakes for soliciting brokered shares. In assessing the merits, institutional investors may examine the Company’s board and oversight practices, compensation structures, and the existing checks—such as indemnification, insurance, and the retained liabilities—to determine whether expanded exculpation materially shifts risk-reward for shareholders. Overall, the Board recommends FOR, arguing that the practical benefits of aligning officer protections with directors’ existing protections and reducing defensive litigation costs outweigh the incremental governance risks given the preservation of key liability exceptions.

This management proposal asks stockholders to approve an increase to the LTIP share reserve by 2,000,000 shares (to 5,735,000 total) and to expand the plan’s per-person caps to apply to all Eligible Persons, including non-employee directors. Management argues the increase is necessary because the existing reserve (approximately 555,117 shares available as of the Record Date) is insufficient to support planned competitive equity grants over the coming year, particularly following a leadership transition and routine annual grants; the requested increase would produce roughly 4.7% additional potential dilution. The amendment’s extension of per-person limits makes the 2,000,000-share or $5 million per-calendar-year cap uniformly applicable across executives, non-executive directors, and other eligible participants—formally bringing directors under the same quantitative ceiling. From a shareholder-value perspective, the Compensation Committee frames the amendment as a tool to preserve cash, retain talent, and align management and directors with long-term performance through equity-based incentives tied to multi-year performance metrics. Potential investor concerns include dilution over time, the size of future grants to executives or directors, and the pace at which the new pool might be consumed; management counters with benchmarking, consultant input, and disclosure that usage is overseen by the independent Compensation Committee. The vote requires a majority of the voting power present and abstentions count as against; brokers do not have discretionary authority on this non-routine matter, so broker non-votes do not affect the outcome. Institutional investors will evaluate the request by examining historical grant practices, how the added shares will be allocated (executives vs. broader employee population), the persistence of performance-based elements (PSUs) in the LTIP, and the existence of anti-dilution features; the Board recommends FOR on the basis that continuing to grant market-competitive long-term incentives supports retention and value creation.