Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
New Executive Vice President, Chief Financial Officer and Treasurer
Orion Group Holdings, Inc. (the “Company”) is pleased to announce that Mr. Gordon Scott Thanisch has accepted the Company’s offer of employment as Executive Vice President, Chief Financial Officer and Treasurer. Mr. Thanisch is an operationally focused executive with broad experience in global corporate finance and proven results in corporate value creation. A skilled change agent with the ability to identify opportunities and take decisive action. He is also a seasoned leader able to recruit, coach and develop finance talent. He comes to Orion after serving as the Chief Financial Officer of a Texas commercial construction services company and a transport services, maintenance, and repair company, having previously held various related positions in other industries. He holds a Bachelor of Business Administration degree from The University of Texas at Austin, where he was a National Merit Scholar in the Dedman Merit Scholarship and Business Honors Programs and holds a Master of Business Administration degree (Dean’s Scholarship), Finance Concentration, from Southern Methodist University.
Mr. Thanisch accepted the Company’s offer letter of employment (the “Employment Letter Agreement”) on August 29, 2022. Pursuant to the Employment Letter Agreement, Mr. Thanisch will receive an annualized base salary of $425,000, and beginning in 2023 he will be eligible for an annual target bonus of up to 75% of base salary for achieving target or above, performance relative to established target matrix (no bonus is earned if performance is below 80% of target matrix), The target matrix are based on the Company’s consolidated financial performance, operational performance, and individual performance). He also is eligible to earn a $100,000 stub year bonus for the period of October to December 2022, if the Company achieves $25 million in EBITDA during the 2022 fiscal year and substantial progress is made in replacing the current Credit Facility.
His long-term equity incentives are $360,000 in Restricted Stock and $240,000 in Performance Units, with number of shares based on the closing stock price on September 12, 2022. The Restricted Stock will time vest 1/3 on September 12 of 2023, 2024 and 2025. The Performance Units will cliff vest following the three-year performance period ending December 31, 2025, dependent upon performance, with 75% of the award based on Return on Invested Capital targets and 25% based on Total Stockholders’ Value targets, as such targets will be determined upon approval of the 2023 Budget by the Board of Directors. Mr. Thanisch will also receive a vehicle allowance of $1,050 per month.
There are no related party transactions between the Company and Mr. Thanisch (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Thanisch does not have any family relationships with any of the Company’s directors or executive officers.
The foregoing description of the Employment Letter Agreement is qualified in its entirety by reference to the full text of the Employment Letter Agreement, which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
