​

​

May 23, 2025

​

​

Alison Vasquez

​

Subject: Employment Offer

​

Dear Alison,

​

Boone We are pleased to offer you the position of Executive Vice President, Chief Financial Officer and Treasurer at Orion Group Holdings, Inc. (the “Company”). The position will be located at our corporate office in Houston, Texas and you will be responsible for the Finance, Accounting, FP&A, Treasury, IT, and Internal Audit functions of the Company, and for otherwise acting in the best interest of the Company’s stockholders.

​

Major provisions of this offer of employment include:

​

Start Date

Monday, June 23, 2025

​

Starting Salary

$8,653.85 per week ($450,000 annualized)

​

Annual Target Bonus

Starting in 2026, you will be eligible for a target bonus equal to 75% of your base salary for achieving goals determined by the Compensation Committee of the Board of the Company (the “Compensation Committee”).

​

Pro Rata Bonus for 2025

For 2025, you will be eligible to receive a pro rata portion of your target bonus described above based on your days of employment in 2025. The amount of such bonus will be determined at the discretion of the Compensation Committee based 50% on the amount of the Company’s reported Adj. EBITDA for the 2025 fiscal year, (ii) 30% based on the amount of the Company’s reported revenues for the 2025 fiscal year, and (iii) 20% based on the degree to which the executive management team accomplishes certain strategic goals previously set by the Compensation Committee. More information regarding the 2025 Named Executive Officer (“NEO”) Bonus Plan, including applicable metrics and pay levels are set forth in Exhibit A.

Offer of Employment

Alison Vasquez

May 23, 2025

Page 2

​

​

Annual Equity Awards

You will be eligible for annual equity award consideration, generally consistent with past practices. Such grants for our named executive officers are typically granted as a combination of Restricted Shares and Performance Stock Units (“PSUs”).  The current mix consists of 40% Restricted Shares and 60% PSUs, but the mix may vary at the Compensation Committee’s sole and absolute discretion. All terms and conditions of Orion’s Long-Term Incentive Plan would apply to your awards. Please also note that the Compensation Committee maintains considerable discretion with respect to all aspects of executive compensation.

​

Starting in 2026, you will be eligible to receive an equity compensation award in Restricted Shares which historically for your position has been valued at $240,000, with the number of Restricted Shares based on the average closing price of the Company’s common stock for the ten trading days leading up to the date of grant.  Restricted shares typically vest ratably over three years from the date of grant.

​

Starting in 2026, you will also be eligible to receive a separate equity compensation award in PSUs which historically for your position has been valued at $360,000, with the number of PSUs based on the average closing price of the Company’s stock for the ten trading days leading up to the date of grant.  The PSUs typically cliff vest on the third anniversary of the date of grant.  The performance conditions for the PSUs will be determined at the sole discretion of the Compensation Committee.

​

Sign-On Equity Award

Upon your first day of employment with the Company, you will be granted an equity award in Restricted Shares with a value of $250,000, with the number of granted Restricted Shares based on the average closing price of the Company’s common stock for the ten trading days leading up to the date of grant.  These Restricted Shares will vest ratably on the first, second and third anniversary of the date of grant.

​

Mobile Phone Stipend

You will receive a mobile phone stipend in the amount of $50.00 per month paid weekly in the amount of $11.54 via the Company’s normal payroll procedures.

​

​

​

​

‌​

Offer of Employment

Alison Vasquez

May 23, 2025

Page 3

​

Vehicle Allowance

You will be eligible to receive a vehicle allowance of $1,250.00 per month, paid weekly in the amount of $288.46 via the Company’s normal payroll procedures. Vehicle allowances are a perquisite and, as such, a taxable fringe benefit. In addition, you will be provided with a Company gas card for your use in accordance with all of the terms and conditions of Company policies.

​

Severance Benefits

In the event of your termination, you will be eligible to receive the severance benefits described in Exhibit B.

​

Group Healthcare

We’re proud to offer industry-leading benefits to our employees. These plans are meticulously designed to provide you with the best possible coverage, peace of mind, and security for you and your loved ones. Your well-being is a top priority for us, and we're proud to offer benefits that reflect our dedication to you and your family’s health.  You will be eligible to participate in the Company’s medical, dental, vision, prescription drug, life, accidental death and disability, short-term and long-term disability plans on the first day of the next month following your date of hire. You may also participate in our pre-tax flexible spending account program. As an executive officer, you will also be eligible to participate in our Medical Expense Reimbursement Plan (MERP) which is designed to pay healthcare expenses not paid by the Company’s Cigna OAS medical, dental plus, vision, and prescription drugs plan.

The Company provides our executive officers with Basic Life and AD&D coverage equal to 4x your annual base salary, up to $1,500,000. We also provide $20,000 in life insurance coverage for your spouse and $10,000 in life insurance coverage for each of your eligible dependent children.

​

401(k) Plan

You will be eligible to participate in the Orion 401(k) Retirement Plan upon your date of hire. Your entry date into the plan will be the first day of the month following your enrollment. You will be eligible for a Company safe harbor match of 100% of the first 3% of your eligible contributions and 50% of the next 2% of your eligible contributions.

​

Employee Stock Purchase Plan

The Company offers all full-time employees who have been employed by the Company for more than 90 days with the option to participate in our Employee Stock Purchase Plan pursuant to which you will be eligible every six months to purchase with after-tax payroll deductions shares of the Company’s common stock at a minimum 15% discount to the fair market value of our shares at such time.

‌​

Offer of Employment

Alison Vasquez

May 23, 2025

Page 4

​

Paid Time Off

As a member of the executive team, you will be eligible for unlimited Flexible Time Off (FTO) to use as desired (subject to work requirements, productivity goals and Company needs).

We understand the importance of family and the responsibilities that come with it. That's why, in addition to Flexible Time Off (FTO), Orion provides paid time off for Dependent and Family Care for eligible employees. Whether you need to care for a family member, attend to family matters, or simply enjoy quality time together, this benefit is here to support you. You will have up to five (5) days of paid dependent and family care leave in any calendar year to care for the health/well-being of a dependent or family member.

​

Volunteer Time Off

The Company promotes employee engagement by offering employees an opportunity to perform at least four hours (paid time off) per calendar year to serve and improve his or her community in projects that align with the Company’s priority areas of education, environment, and equality of opportunity. 

​

Holidays

You will be eligible for 9 Holidays per year in accordance with Company policy.

​

General

The terms and conditions of all benefit plans and programs apply.  Every decision at Orion is centered on the core values of Safety, Quality, Delivery, and Teamwork, all done with Integrity. 

​

Safety
We are equally responsible and accountable for our personal safety and the safety of our teammates. Every person is authorized to stop work when an unsafe condition is present or anticipated.

Quality
We are in business to perform quality work, and we celebrate when we do. We strive for predictable excellence in every task, every day.

Delivery
We work safely and efficiently, learn from our mistakes, adapt to changes, and proactively communicate to our team, our clients, and our stockholders. We do what we say we will do.

Teamwork
We are one team with one mission. We hold ourselves personally and collectively responsible to create a culture of excellence, diversity, inclusivity, and respect. We are committed to inspire, develop, train, reward, and retain our people.

‌​

Offer of Employment

Alison Vasquez

May 23, 2025

Page 5

​

Integrity
It is our mission to be honest, ethical, transparent, sincere, and forthright in our dealings with others. We build our core values upon this foundation of Integrity.

Your employment will be on an “at-will” basis, which means that, subject to the terms of your employment agreement’s terms of separation, either you or the Company can terminate the employment relationship at any time with or without reason or prior notice. Your employment is contingent upon the satisfactory results of our background check and pre-employment drug screen. All employees, current and former, must maintain confidentiality by not disclosing to others any confidential, proprietary or trade secret information belonging to the Company.

We look forward to your positive response to our offer of employment and your participation as a member of the Orion team. If I can answer any questions or provide additional information, please do not hesitate to contact me.

Please confirm your acceptance of our job offer and the terms of employment by signing this offer letter below and the attached Confidentiality & Non-Solicitation Agreement, then returning the signed electronic copies of same to me.

Best regards,

​

/s/ E. Chipman Earle​ ​​ ​​ ​​ ​

E. Chipman Earle

Executive Vice President, General Counsel,

Chief Compliance Officer, Chief Administrative

Officer and Corporate Secretary

​

AGREED AND ACCEPTED:

​

​

/s/ Alison Vasquez​ ​​ ​​ ​​ ​May 24, 2025​ ​​ ​

Alison VasquezDate

​

​

​

Attachments:

Exhibit A:NEO Bonus Plan for 2025

Exhibit B: Summary of Severance Benefits Payable to the CFO under Various Termination Scenarios

‌​

Exhibit 99.1

Orion Group Holdings Announces CFO Transition

Alison Vasquez, a highly skilled leader with more than 25 years of financial experience in public companies, will join as CFO

CEO taps Vasquez to help lead next phase of growth and profitability

Company reiterates 2025 guidance

HOUSTON, June 10, 2025 (GLOBE NEWSWIRE) -- Orion Group Holdings, Inc. (NYSE: ORN) (“Orion” or the “Company”), a leading specialty construction company, today announced that Scott Thanisch, Executive Vice President, Chief Financial Officer and Treasurer, will depart the Company to pursue another opportunity. Alison Vasquez, a seasoned leader with deep financial leadership experience, will join Orion as the Company’s Executive Vice President, Chief Financial Officer and Treasurer effective June 23, 2025. Mr. Thanisch will remain in an advisory position until July 1 to facilitate a smooth transition.

The Company is reiterating its previous full year 2025 guidance of revenue in the range of $800 million to $850 million with Adjusted EBITDA in the range of $42 million to $46 million.

Travis Boone, President and Chief Executive Officer of Orion, commented, “We are excited to welcome Alison to Orion and to the executive leadership team. With over 25 years of deep public company experience in finance, accounting, auditing, and investor relations, Alison’s proven leadership skills, mergers and acquisitions experience, and focus on predictable execution of financial and strategic goals in a global construction company made her a natural fit for this important role in Orion’s next phase of growth and profitability.”

Austin Shanfelter, Chairman of the Board, stated, “We are truly honored to have Alison join Orion. She brings the right skills and construction experience at the right time in our development as a company. Under Travis’ leadership, we are continuing to build an outstanding team to drive long-term value.”

Ms. Vasquez has over 25 years of public company experience in both finance and accounting. Before joining Orion, she served as Senior Vice President and Chief Accounting Officer at KBR, Inc. (NYSE: KBR) where she led a team of over 350 financial professionals spanning accounting, tax, external reporting, internal controls, global shared services, financial systems and government compliance. During her tenure at KBR, she served in various roles, including Vice President and Chief Auditor, Vice President of Investor Relations, Vice President of FP&A, and Vice President of Finance. Prior to joining KBR in 2016, she served as chief auditor at Energy Transfer LP and then Noble Corporation plc.

She started her career in 1998 providing assurance and advisory services at Arthur Anderson and then at PricewaterhouseCoopers.

Alison Vasquez commented, “I am thrilled to be joining Orion at such an exciting time in the Company’s development. Orion is a leader in specialty construction services with distinct competitive advantages and the largest market opportunity in the Company’s 100-year operating history. I look forward to working with Travis and the leadership team to execute the Company’s strategic plan that is focused on continuing to deliver increased value to shareholders.”

Ms. Vasquez holds both a Bachelor of Business Administration degree and a Master in Professional Accounting degree from the University of Texas at Austin. She is a Certified Public Accountant in the State of Texas.

Mr. Boone added, "I want to thank Scott for his contributions over the past two and a half years. I have enjoyed working with him and am appreciative of the excellent team he built while with us. We wish him great success in his future endeavors.”

​

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

​

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself.

Certain forward-looking statements can be identified by the use of forward-looking terminology, such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'approximately', 'intends', 'plans', 'estimates', or 'anticipates', or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

Please refer to the Company's 2024 Annual Report on Form 10-K, filed on March 5, 2025 which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Contact:

Margaret Boyce

Orion Group Holdings, Inc.

Mboyce@orn.net

312-402-6980

​

Source: Orion Group Holdings, Inc.