DEF 14A of Orion Group Holdings Inc
Filed Apr 1, 2025 · FY20240001402829-25-000020
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS At the Annual Meeting, stockholders will be asked to elect two (2) members of our Board. Under our Amended and Restated Bylaws, the Board may determine by resolution the number of directors that the Company will have from time to time. The size of the Board is currently set at seven persons. The nominees at this year’s Annual Meeting are Austin J. Shanfelter and Mary E. Sullivan. Our Certificate of Incorporation and Amended and Restated Bylaws provide for a classified Board of Directors, divided into three classes, with each class serving a staggered three-year term. As a result, stockholders elect approximately one-third of our Board each year. Both director nominees are serving a term that expires at the 2025 Annual Meeting. On the recommendation of its Nominating and Governance Committee, the Board has nominated each of these directors for re-election as Class III directors to serve an additional three-year term expiring at the 2028 Annual Meeting of Stockholders. Each director nominee has indicated to the Board his or her willingness to serve the full directorship term for which each has been nominated. However, if, prior to the Annual Meeting, either of these director nominees become unwilling or unable to serve, then (i) the shares represented by proxy will be voted for the election of such other person as may be nominated thereafter by the Board; (ii) the Board may leave the position unfilled; or (iii) the Board may reduce the authorized number of directors, as provided in our Amended and Restated Bylaws. Please see “The Board of Directors and Its Committees” section below for information about the director nominees and the other current members of the Board, each of whom will continue to serve following the Annual Meeting, but only to the extent described above. Our Amended and Restated Bylaws provide that our directors are elected by a plurality of the votes of the shares present in person (including by means of remote communication, if any) or represented by proxy and entitled to vote in the election of directors at the Annual Meeting; however, our Board has adopted Corporate Governance Guidelines that include a majority voting policy that applies only in uncontested elections. If an incumbent director fails to receive the required votes for re-election, our Board would expect such director nominee to tender his or her resignation, then the Board, after considering the recommendation of its Nominating and Governance Committee and any factors it deems relevant, would determine whether to accept the resignation. Any director whose resignation is under consideration will abstain from participating in that discussion and any resulting decision. Abstentions will have no effect on the outcome of this proposal. Brokers do not have discretionary voting authority with respect to this proposal. Therefore, brokers that have not received instructions from the beneficial owners will not be permitted to vote on this proposal (i.e., a “broker non-vote”). Accordingly, broker non-votes will not have any effect on the outcome of this proposal. The Board unanimously recommends that you vote “FOR” the election of each of the director nominees.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
THE BOARD OF DIRECTORS AND ITS COMMITTEES The following table sets forth the names, ages and positions of our director nominees and our continuing directors as of the Record Date.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
| Nominees for Director | | | | | | | Name | Current Position | Age | Class | Director Since | Term Expires | | Austin J. Shanfelter | Chairman of the Board of Directors | 67 | III | 2007 | 2025 | | Mary E. Sullivan | Director | 68 | III | 2019 | 2025 | | Continuing Directors | | | | | | | Name | Current Position | Age | Class | Director Since | Term Expires | | Thomas N. Amonett | Director | 81 | I | 2007 | 2026 | | Travis J. Boone | Director, President and CEO | 51 | I | 2022 | 2026 | | Margaret M. Foran | Director | 70 | I | 2019 | 2026 | | Michael J. Caliel | Director | 65 | II | 2019 | 2027 | | Quentin P. Smith, Jr. | Director | 73 | II | 2022 | 2027 |
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The following graphs and charts provide insight into the composition of the Board immediately following the Annual Meeting (assuming both of the proposed director nominees are re-elected).
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR The following sets forth certain biographical information for each of the director nominees, including his or her position with the Company and his or her business experience during the past five years.
Member of Nominating & Governance Committee
Member of Nominating & Governance Committee Ms. Sullivan has served on our Board as a Class III director since her appointment to the Board in January 2019, and serves as the Chair of the Audit Committee and as a member of the Nominating and Governance Committee. Ms. Sullivan currently serves as Chief Financial Officer for Susser Holdings II, L.P. From 2000 to 2015, Ms. Sullivan worked for Susser Holdings Corporation (NYSE: SUSS), a company engaged in convenience store and fuel distribution operations, as Vice President of Finance and as Executive Vice President, Treasurer and Chief Financial Officer. From 2012 to 2015, Ms. Sullivan also served as Executive Vice President, Treasurer and Chief Financial Officer of Susser Holdings’ subsidiary, Susser Petroleum Partners (NYSE: SUSP/SUN). From 1999 to 2000, Ms. Sullivan served as Director of Finance for the City of Corpus Christi, Texas. Prior to this, Ms. Sullivan served as Controller of Elementis Chromium, LP, a chrome chemical manufacturer, from 1993 to 1999. From 1979 to 1992, Ms. Sullivan served in accounting positions and as Treasurer for Central Power and Light Company. Ms. Sullivan also has been a director of Susser Bank, a privately-owned community bank, since 2018, and of its parent company, Susser Banc Holdings Corporation since 2021, serving as the Audit Committee Chair from July 2018 to November 2021. Ms. Sullivan is well qualified to serve on our Board due to her more than 40 years of financial and accounting business experience. She meets the standards as an audit committee financial expert and is currently serving as Chair of the Company’s Audit Committee. Ms. Sullivan is a Certified Public Accountant, a Certified Management Accountant, a Chartered Financial Analyst, Chartered Global Management Accountant, and a Project Management Professional. Ms. Sullivan is a National Association of Corporate Directors Certified Director.
Continuing Directors
Continuing Directors
Member of Audit Committee
| | Mr. Amonett has served on our Board as a Class I director since his appointment to the Board in May 2007 and serves as the Chair of the Nominating and Governance Committee, and as a member of the Audit Committee. From April 2013 to May 2018, he served as President and Chief Executive Officer of Athlon Solutions LLC, a manufacturer and distributor of specialty chemicals and related services primarily to the refining and petrochemical industries. From November 1999 to April 2013, he was President, Chief Executive Officer and a director of Champion Technologies, Inc., a manufacturer and distributor of specialty chemicals and related services primarily to the oil and gas industry. From July 2007 to November 2015, Mr. Amonett was a |
President and Chief Executive Officer
President and Chief Executive Officer
President and Chief Executive Officer
| | Mr. Boone joined the Company in September 2022 as President and Chief Executive Officer, and has served on the Board as a Class I director since his appointment to the Board in November 2022. Before joining the Company, Mr. Boone was Chief Executive of the West Region at AECOM, where he led a large multidisciplinary business. He was at AECOM for 23 years and started his career there as an entry level bridge engineer and held numerous positions during his tenure there. He worked at several construction companies in various roles prior to joining AECOM. He is a Professional Engineer, a Board of Certified Safety Professionals Safety Trained Supervisor, and has served on numerous industry boards. He is a member of the Citizen Potawatomi Nation. | | Mr. Boone is qualified to serve as one of our directors based on his considerable management and operational experience in the construction industry, and his role as President and Chief Executive Officer of the Company. Of particular note is his service as an executive of AECOM. | |
Member of Audit and Compensation Committees
| | Mr. Caliel has served on our Board as a Class II director since his appointment to the Board in January 2019, and since that date has also served as a member of the Audit and Compensation Committees. Mr. Caliel is an accomplished former Chief Executive Officer and Director with more than four decades of public company experience in the industrial, energy and infrastructure sectors. He has extensive knowledge of, and experience in, public company governance, strategy development, mergers and acquisitions, international operations and finance. He is the Executive Chairman of Team Inc. | | (NYSE: TISI), a leading global provider of integrated, digitally-enabled asset performance assurance and optimization solutions. From 2019 until 2022, Mr. Caliel served as Board Chair and a member of the Compensation Committee for PLH Group, a leading full-service construction and specialty contractor serving the electric power and pipeline markets. Mr. Caliel also previously served as lead operating director at DBi Services, a leading asset management and infrastructure services company, and also as an independent director at FCX Performance, a leading process flow control provider. From 2015 until its merger with Granite Construction in June 2018, Mr. Caliel served as President, Chief Executive Officer and Director for Layne Christensen Company (NASDAQ: LAYN), a global water management, infrastructure services and drilling company. Prior to this, from 2011 to 2014, Mr. Caliel was President and Chief Executive Officer of Invensys Operations Management, a division of Invensys PLC (LSE: ISYS.L), a global technology, software and consulting company. Invensys PLC was acquired by Schneider Electric in January 2014. From 2006 to 2011, Mr. Caliel served as President, Chief Executive Officer and Director of Integrated Electrical Services, Inc. (NASDAQ: IESC), a national provider of electrical and communication infrastructure services. Mr. Caliel is a National Association of Corporate Directors Certified Director and a former Governance Fellow. Mr. Caliel is well qualified to serve on our Board. He has extensive industry related operating and corporate experience, including international business experience. He has served as Chief Executive Officer of a public company and has been a member of the board of directors of multiple public companies. | |
Member of Audit and Compensation Committees
| Margaret M. Foran Director since 2019 Chair of Compensation Committee Member of Nominating & Governance Committee | | | | Ms. Foran has served on the Board as a Class I director since her appointment to the Board in October 2019, and serves as the Chair of the Compensation Committee and as a member of the Nominating and Governance Committee. She is the Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc. Prior to joining Prudential, she was the Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation from 2008 to 2009; Senior Vice President, Associate General Counsel and Corporate Secretary at Pfizer Inc. from 1997 to 2008; and prior to that, Vice President and Assistant General Counsel at J.P. Morgan & Co. Ms. Foran is a former Director of Occidental Petroleum Corporation, The MONY Group Inc. and MONY Life Insurance Company. | | Ms. Foran also serves as Co-Chair and a director of the Council of Institutional Investors (CII). She is the former Chair of the American Bar Association Committee on Corporate Governance. Ms. Foran is the former Chair of the Coordinating Committee of the Business Roundtable Corporate Governance Task Force. She is also a former member of the Standing Advisory Group of the Public Company Accounting Oversight Board (the “PCAOB”). She is a member of the Economic Club of New York and a trustee of the Committee for Economic Development, as well as a member of the Notre Dame Law School Advisory Council. Ms. Foran is a National Association of Corporate Directors Certified Director. Ms. Foran is well qualified to serve as one of our directors. She has extensive experience as a member of the board of directors of much larger corporations and is nationally recognized as a governance expert, having served in significant roles with the American Bar Association and the Business Roundtable Corporate Governance Task Force. | |
Member of Audit and Compensation Committees
Member of Audit and Compensation Committees Mr. Smith has served on our Board as a Class II director since his appointment to the Board in January 2022. On March 24, 2022, Mr. Smith was appointed as a member of both the Audit and Compensation Committees. Mr. Smith joined the Board with comprehensive business development, operational, and governance experience across a spectrum of industries. Mr. Smith is founder and President of Cadre Business Advisors, LLC, a business management consulting firm that specializes in strategic planning, business performance improvement and capital formation. Prior to forming Cadre Business Advisors, Mr. Smith was a Partner-in-Charge of the Desert Southwest business consulting practice for Arthur Anderson. Mr. Smith previously served as Chairman and CEO of Denver Group Holdings, Inc./Data Line Holdings, Inc., which, at the time of its acquisition, was the largest independent information processing service bureau in the western US. Mr. Smith also serves on the Board of Directors of Banner Health. Among Mr. Smith's Board experience with various civic organizations, he has previously served as Chairman of the Board for Employee Solutions, Inc., a publicly traded company formerly acquired; Chairman of the Board for iCrossing, Inc., a privately-held company formerly acquired; as a Director for STORE Capital, a publicly traded company; and, as a Director for Arizona Public Service Company, a publicly traded company. Mr. Smith is well qualified to serve on our Board due to his more than 40 years of varied and challenging business experience. His private and public company expertise in strategic planning, business development and business performance improvement are of particular note.
Compensation Committee
| ❖ | To approve incentive and bonus plans applicable to senior management and administer awards under incentive compensation and equity-based plans; |
Annual Performance Evaluations
Annual Performance Evaluations The Board and its committees conduct annual self-performance evaluations and review each committee charter. In addition, our Corporate Governance Guidelines are reviewed and reassessed for adequacy annually.
Board Membership Matrix
Board Membership Matrix The following table summarizes the composition, competencies and experience of our current Board of Directors.
Board Membership Matrix
| Qualification | Austin J. Shanfelter (Chairman) | Thomas N. Amonett | Travis J. Boone | Michael J. Caliel | Margaret M. Foran | Quentin P. Smith, Jr. | Mary E. Sullivan | | Regulatory Compliance | | | | | | | | | Independent Director per SEC & NYSE | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Independent Director per ISS & GL | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Audit Committee Financial Expert | | ✓ | | | ✓ | ✓ | ✓ | | Personal | | | | | | | | | Prior Public Board Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | # of other current public boards | 0 | 0 | 0 | 1 | 0 | 0 | 0 | | # of other audit committees of public companies | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Ethnic diversity | | | ✓ | | | ✓ | | | Gender diversity | | | | | ✓ | | ✓ | | Birth Year | 1957 | 1943 | 1973 | 1959 | 1954 | 1951 | 1956 | | Director Since | 2007 | 2007 | 2022 | 2019 | 2019 | 2022 | 2019 | | Retired or Employed Full Time | Retired | Retired | Employed | Retired | Employed | Retired | Employed | | Public Company Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Government Experience | ✓ | | ✓ | | | | ✓ | | Community Leadership / Philanthropic Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Board Committees | | | | | | | | | Audit | N/A | Member | N/A | Member | N/A | Member | Chair | | Nominating and Governance | N/A | Chair | N/A | N/A | Member | N/A | Member | | Compensation | N/A | N/A | N/A | Member | Chair | Member | N/A | | Decision-Making Experience at Executive Level or Other Substantial Experience | | | | | | | | | Current or recent public company CEO | ✓ | | ✓ | ✓ | | | | | Projects and logistics expertise | ✓ | | ✓ | ✓ | ✓ | | | | Relevant industry expertise | ✓ | ✓ | ✓ | ✓ | | | | | Consolidation/M&A expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Accounting / Finance | | | | | ✓ | ✓ | ✓ | | Marketing | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology (e.g., Social Media, AI and Cybersecurity) | | | ✓ | ✓ | | ✓ | ✓ | | Human Resources / Compensation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Health, Safety, Environment & Sustainability | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | International Business | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Corporate Governance | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Legal / Compliance | | ✓ | | ✓ | ✓ | | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table describes the compensation earned by persons who served as non-employee directors on our Board during 2024. Mr. Boone, who serves as our President and Chief Executive Officer in addition to serving as a director, is not entitled to any additional compensation as a director. All amounts paid to Mr. Boone are reported in the charts under “Executive Compensation.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid | Stock Compensation((2)) | Total | | | in Cash((1)) | | | | Thomas N. Amonett | $101,236 | $100,000 | $201,236 | | Michael J. Caliel | $88,118 | $100,000 | $188,118 | | Richard L. Daerr, Jr.(3) | $31,992 | $- | $31,992 | | Margaret M. Foran | $101,236 | $100,000 | $201,236 | | Austin J. Shanfelter | $188,118 | $100,000 | $288,118 | | Quentin P. Smith, Jr. | $88,118 | $100,000 | $188,118 | | Mary E. Sullivan | $101,236 | $100,000 | $201,236 |
DIRECTOR COMPENSATION
| (1) Amounts in this column represent retainers and chairmanship fees as detailed in the table below. |
DIRECTOR COMPENSATION
| (2) Each of our non-employee directors was awarded 10,695 shares of common stock on May 16, 2024. Represents the grant date fair value of equity awards granted during the fiscal year as determined under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. |
DIRECTOR COMPENSATION
| (3) After 17 years of loyal and exemplary service as a director of the Company, Mr. Daerr retired from the Board effective as of the 2024 Annual Meeting on May 16, 2024. |
DIRECTOR COMPENSATION
The Compensation Committee of the Board of Directors retained Meridian Compensation Partners, LLC (“Meridian”), an independent consulting firm, to assist in determining the components and amounts of director compensation for 2024 based on comparisons of board compensation in similarly situated companies. Our director compensation program typically consists of both cash and equity compensation. In light of the anticipated growth and increased complexity of the Company and consistent with the recommendation of Meridian and the median of total compensation paid to similarly situated non-employee members of other boards in the industry, the Compensation Committee elected in May 2024 to increase by $5,000 the cash retainer paid to each non-employee director ($85,000 to $90,000) and the Chairman of the Board ($185,000 to $190,000), increase by $5,000 the additional cash fee paid to each committee chair ($10,000 to $15,000), and increase by $10,000 the annual equity grant awarded to each non-employee director, including the Chairman of the Board ($90,000 to $100,000). As a result, the Company granted equity awards to our non-employee directors valued at $100,000 per director and currently expects to grant equity awards to non-employee directors during fiscal 2025. The schedule of director fees for 2024 were as follows:
DIRECTOR COMPENSATION
| Fee Description | Annual Amount | | Board Service Annual Cash Retainer | $90,000 | | Board Chair Annual Additional Cash Fee | $100,000 | | Each Committee Chair, Additional Annual Cash Fee | $15,000 | | Board Service Annual Equity Grant | $100,000 |
DIRECTOR COMPENSATION
All cash retainers are paid quarterly in arrears. The Company also reimburses non-employee directors for reasonable travel and lodging expenses incurred for attending Board and committee meetings.
SUMMARY OF 2024 EXECUTIVE COMPENSATION DECISIONS
| ❖ | Annual Incentive Bonuses: For 2024, the Committee established goals under our NEO Bonus Plan (“NBP”) for Adjusted EBITDA (70% weight) and Strategic Objectives (30%). The Committee maintained target level bonus awards for 2024 for Mr. Boone at 100% of his annual base salary, Mr. Thanisch at 75% of his annual base salary, and Mr. Earle at 60% of his annual base salary. Based upon 2024 actual financial and operational performance, including Adjusted EBITDA of $41.9 million relative to a target of $46.4 million and successful execution of several key corporate strategic goals previously established by the Committee, the Committee approved bonuses at 86% of target for Mr. Boone, 70% of target for Mr. Thanisch, and 83% of target for Mr. Earle. |
SUMMARY OF 2024 EXECUTIVE COMPENSATION DECISIONS
| ❖ | Equity Awards: In 2024, the Committee returned to a more routine practice of issuing annual grants of equity awards to senior management as opposed to prior years that were dominated by new hire and ad hoc equity awards. Equity awards for NEOs in prior years were weighted 60% Restricted Shares and 40% Performance Stock Units (“PSUs”). In an effort to increase the proportion of NEO compensation that is performance based, the Committee decided to change the weightings for equity awards granted in 2024 to be |
SUMMARY OF 2024 EXECUTIVE COMPENSATION DECISIONS
| 60% PSUs and 40% Restricted Shares. We anticipate continuing our routine annual grant of equity awards in 2025, as discussed later in this CD&A. |
SUMMARY OF 2024 EXECUTIVE COMPENSATION DECISIONS
In 2024, each of Messrs. Boone and Thanisch received Restricted Shares that vest ratably over three years and PSUs that cliff vest at the end of a three-year performance period. The PSUs may be earned based upon Company financial performance over a three-year period ending December 31, 2026, with 50% tied to absolute ROIC performance and 50% tied to relative total shareholder return among the Company’s peer group. Given that Mr. Earle received Restricted Shares in connection with his hiring process in November, the Committee determined that Mr. Earle was not eligible to receive Restricted Shares in 2024. Additionally, the Committee approved in March 2024 the performance conditions applicable to the PSUs that were awarded to Mr. Earle upon his hiring in November 2023. The Committee determined that Mr. Earle’s PSUs from November 2023 may be earned based upon Company financial performance over a three-year period ending December 31, 2026, with 50% tied to absolute ROIC performance and 50% tied to relative total shareholder return among the Company’s peer group.
OUR EXECUTIVE COMPENSATION PRACTICES
| What We Do | What We Don’t Do | | Pay for performance | No tax gross ups | | Significant emphasis on at-risk pay | No repricing of stock option awards | | Robust executive and director stock ownership requirements | No hedging or pledging of Company stock | | Independent Compensation Consultant | No special benefits or perquisites for NEOs | | Double-trigger vesting of equity awards upon a change of control | No accelerated vesting of equity awards upon termination, except after a change of control | | Equity and cash incentive compensation subject to clawback | |
CEO PAY AT A GLANCE: ensuring stability through transition
CEO PAY AT A GLANCE: ensuring stability through transition Our program has historically been structured to place a majority of CEO compensation at risk, with realizable value dependent upon Company financial and stock price performance. During 2024, we increased our focus on at-risk and variable compensation by increasing the weighting of equity awards granted to NEOs from 40% PSUs to 60% PSUs and conversely decreasing the weighting of Restricted Shares from 60% to 40%. The following table summarizes key components of target compensation paid to our Chief Executive Officer in 2023, 2024 and 2025.
CEO PAY AT A GLANCE: ensuring stability through transition
| | Mr. Boone 2023 Target Compensation | Mr. Boone 2024 Target Compensation | Mr. Boone 2025 Target Compensation | Notes | | Base Salary | $750,000 | $800,000 | $840,000 | Base salary adjusted periodically by the Committee to remain competitive | | Target Annual Incentive | 100% of base salary | 100% of base salary | 100% of base salary | Actual bonus for 2024 was $688,516 representing 86% of target | | Target Long-term Incentive | ◾ $650,000 in PSUs that cliff vest at the end of the three-year performance period ◾25% based upon ROIC ◾75% based upon achievement of a minimum stock price of $6.00 for at least 20 consecutive trading days at the end of the performance period | ◾$990,000 in PSUs that cliff vest at the end of a three-year performance period ◾50% based upon ROIC ◾50% based on relative total shareholder return among the Company’s peer group ◾ $660,000 in restricted stock vesting 1/3 per year over three years | ◾$990,000 in PSUs that cliff vest at the end of a three-year performance period ◾50% based upon Adjusted EBITDA ◾50% based on relative total shareholder return among the Company’s peer group ◾$660,000 in restricted stock vesting 1/3 per year over three years | Mr. Boone’s initial letter agreement in 2022 anticipated a combined grant of time-based restricted stock and PSUs. Due to management transition and strategic planning activity, the granting of the PSUs was delayed until March 29, 2023. Since 2023, Mr. Boone has received long-term incentive awards each year in the form of PSUs and Restricted Shares. |
WHAT GUIDES OUR PROGRAM
| Objectives | Our Approach | | Pay for Performance | Provide the majority of NEO pay in the form of short-term cash incentives and long-term equity incentives whose realized value is primarily dependent upon our financial performance | | Stockholder Alignment | Encourage and facilitate meaningful long-term share ownership by our NEOs through annual long-term incentive (“LTI”) awards and robust share ownership guidelines supplemented by anti-hedging, anti-pledging and clawback policies | | Attract and retain highly qualified talent | Target NEO compensation opportunities to be competitive for similarly situated executives in our peer group Provide a significant portion of NEO compensation in the form of LTI awards that vest or are earned over multiple years |
THE ROLE OF THE COMPENSATION COMMITTEE
| ❖ | Granting all awards under our equity compensation plans and overseeing the administration of all such plans. |
THE ROLE OF MANAGEMENT
| ❖ | Recommending Company financial and strategic performance objectives applicable to the bonuses of the other NEOs and assisting the Committee with evaluating the Company’s performance against such objectives; and |
THE ROLE OF MANAGEMENT
| ❖ | Recommending any LTI awards for other NEOs. |
THE ROLE OF THE INDEPENDENT CONSULTANT
THE ROLE OF THE INDEPENDENT CONSULTANT In furtherance of the Committee’s responsibility, the Committee engages an independent advisor to assist the Committee in evaluating our executive compensation program. Meridian Compensation Partners (“Meridian”) has served as an independent advisor to the Committee since their initial engagement in 2020. Meridian reports directly and exclusively to the Committee. During 2024, Meridian provided the Committee competitive marketplace compensation data for executives and directors and commented on the competitiveness and reasonableness of our executive and director compensation programs, as well as trends and developments impacting executive pay. The Committee regularly reviews the services provided by its outside consultants and based on the information provided by Meridian, determined that they were independent in providing executive compensation consulting services.
THE ROLE OF PEER GROUPS AND MARKET DATA
THE ROLE OF PEER GROUPS AND MARKET DATA Providing a competitive pay package is critical to attracting and retaining experienced talent. In order to help ensure pay levels are competitive, we consider external survey data and data from peer group compensation disclosures as important market reference points to assist well-informed compensation decisions. The Committee periodically reviews the appropriateness of our pay posture in light of Company and individual performance, as well as other factors specific to individual executives (such as tenure and internal equity concerns). No single position in the referenced surveys or within our peer group fully captures the breadth of the responsibilities of certain of our NEOs. For 2024 NEO compensation decisions, the Committee considered market data provided by Meridian that reflected compensation for a peer group of 16 publicly traded firms operating in the engineering and construction sector or other related sectors. While we have very few direct “peers” in the market, the companies in this group were identified in consultation with Meridian as potential competitors for talent with businesses of similar financial size and scope. Each year, the Committee reviews the peer group in order to determine whether the companies in the group remain appropriate. Each of the 16 companies included in the 2024 peer group compensation review is listed below. These same peers will be used for purposes of measuring relative TSR for the PSUs that were awarded to the NEOs in March 2024.
THE ROLE OF PEER GROUPS AND MARKET DATA
| 2023/2024 COMPENSATION AND TSR PERFORMANCE PEER GROUP | | | Company Name | Industry Focus | | Ampco-Pittsburgh Corporation | Steel | | Argan, Inc. | Construction & Engineering | | Construction Partners, Inc. | Construction & Engineering | | Eagle Materials | Construction Materials | | Great Lakes Dredge & Dock | Construction & Engineering | | Gulf Island Fabrication | Oil & Gas Equipment & Services | | IES Holdings | Construction & Engineering | | INNOVATE Corp. | Construction & Engineering | | Insteel Industries | Building Productions | | L.B. Foster Company | Industrial Machinery | | Limbach Holdings, Inc. | Construction & Engineering | | Matrix Service Company | Construction & Engineering | | Northwest Pipe Company | Construction & Engineering | | Sterling Infrastructure, Inc. | Construction & Engineering | | Team, Inc. | Environmental & Facilities Svcs. | | VSE Corporation | Diversified Support Services |
THE ROLE OF PEER GROUPS AND MARKET DATA
At the time of the annual review for 2024 NEO compensation, our annual revenues fell within the middle range of the peer group. Every year, the Committee reviews the composition of this group to determine continued applicability. As a result of that review, which occurred in late 2024, the Compensation Committee approved a more focused peer group consisting of ten companies exclusively in the engineering and construction industry that we consider to be more direct competitors for talent. The Committee used this new peer group in March 2025 for purposes of benchmarking NEO incentive awards and salary adjustments. These same peers will be used for purposes of measuring relative financial performance for the PSUs that were awarded to the NEOS in March 2025.
THE ROLE OF PEER GROUPS AND MARKET DATA
| 2024/2025 COMPENSATION AND PERFORMANCE PEER GROUP | | | Company Name | Industry Focus | | Construction Partners, Inc. | Construction & Engineering | | Dycom Industries, Inc. | Construction & Engineering | | Granite Construction Incorporated | Construction & Engineering | | Great Lakes Dredge & Dock | Construction & Engineering | | IES Holdings, Inc. | Construction & Engineering | | Matrix Service Company | Construction & Engineering | | MYR Group | Construction & Engineering | | Primoris Services Corporation | Construction & Engineering | | Southland Holdings | Construction & Engineering | | Sterling Infrastructure, Inc. | Construction & Engineering |
THE ROLE OF PEER GROUPS AND MARKET DATA
To supplement the peer group data (which were collected from proxy compensation disclosures), Meridian also provided compensation information for growth companies outside of the industry that were of the same size as the Company and private companies within the same industry. Meridian also provided compensation statistics from a review of compensation survey data. Data reflected compensation rates across a broad group of general industry companies with revenues comparable to our own. Using a robust survey sample in combination with peer group data, supplemented by growth company and private company compensation data (along with the practice of reviewing market quartiles as opposed to averages) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias.
Annual Cash Incentives Overview
Annual Cash Incentives Overview Annual cash incentive opportunities for Messrs. Boone, Earle and Thanisch during 2024 were provided through our NEO Bonus Plan (“NBP”), as described below.
NEO Bonus Plan Design
NEO Bonus Plan Design Under the NBP, annual target incentive opportunities are expressed as a percentage of base salary and are established by the Committee based on the NEO’s level of responsibility and his ability to impact overall results. Actual bonus payouts under the plan are typically contingent upon achievement of specific financial and strategic goals, as shown:
NEO Bonus Plan Design
| Corporate Financial Performance (Adjusted EBITDA) Weighted 70% | + | Strategic Goal Achievement Weighted 30% | = | Earned Bonus |
Financial Performance (70% weight)
| | Performance Goals | | | Actual | Percent of Target Earned | | Category | Threshold | Target | Maximum | | | | Adjusted EBITDA $MM | $37.1 | $46.4 | $69.6 | $41.9 | 75.8% |
Award Determination For 2024 Performance
| Executive | Approved Payout Factor | Target Bonus | Approved Bonus | | Mr. Boone | 86% | $800,000 | $688,516 | | Mr. Thanisch | 70% | $337,500 | $236,250 | | Mr. Earle | 83% | $246,000 | $204,339 |
Long-Term Equity Incentives
Long-Term Equity Incentives Consistent with the Company’s compensation philosophy, the Committee believes that LTI awards should promote improvements to stockholder value and strongly align the interests of our NEOs with those of our stockholders. Specifically, NEOs should hold a meaningful amount of unvested equity, which not only aligns their long-term interests with those of our stockholders, but also serves as an effective retention tool. In 2024, the Committee returned to a more routine practice of issuing annual equity awards to senior management as opposed to prior years that were dominated by new hire and ad hoc equity awards. Equity awards granted to NEOs from 2021 through 2023 were weighted 60% Restricted Shares and 40% PSUs. In an effort to increase the proportion of NEO compensation that is performance based, the Committee decided to change the weightings for equity awards granted to NEOs in 2024 to be 60% PSUs and 40% Restricted Shares, which is more consistent with the weightings used for the equity awards granted to NEOs in 2019 and 2020. We anticipate continuing our routine annual grant of equity awards in 2025, as discussed later in this CD&A. Mr. Earle’s new hire LTI grants were made upon his hiring in November 2023 and are weighted 60% ($300,0000) in time-based restricted stock that vest in equal annual tranches over a period of three years and 40% ($200,000) in PSUs. The performance conditions for Mr. Earle’s PSUs were approved by the Compensation Committee in March 2024. These PSUs may be earned at the end of a three-year performance period based upon relative total shareholder return among the Company’s peer group (weighted at 50%) and ROIC performance over the same time period (weighted at 50%). In light of these new hire awards made upon his hiring in November 2023, the Committee elected not to grant Mr. Earle any new equity awards in 2024. Mr. Boone & Mr. Thanisch: In 2024, each of Messrs. Boone and Thanisch received equity awards weighted 40% in Restricted Shares that vest ratably over three years and 60% in PSUs that cliff vest at the end of a three-year performance period. The PSUs may be earned based upon Company financial performance over a three-year period ending December 31, 2026, with 50% tied to absolute ROIC performance and 50% tied to relative total shareholder return among the Company’s peer group (the “2024 PSU Awards”).
Long-Term Equity Incentives
| 2024 Performance Unit Design | | | Return on Invested Capital (50% Weight) | Relative Total Shareholder Return (50% Weight) | | ◾ Shares may be earned at the end of three years based upon achievement of a pre-established target level of average annual ROIC over a three-year period. ◾ The Compensation Committee chose ROIC as a performance measure due to the importance of capital efficiency to our business strategy, and its importance as a long-term measure of value creation. | ◾ Shares may be earned at the end of three years based upon total shareholder return over the period relative to that of other companies in the performance peer group. ◾ The Compensation Committee chose relative total shareholder return as a performance measure for the 2024 PSU awards to enhance shareholder alignment and to emphasize the importance of growing shareholder value relative to the Company’s peers. |
2024 Long-Term Incentive Award Grants
2024 Long-Term Incentive Award Grants The table below shows the long-term incentive awards granted in 2024 to each of the NEOs.
2024 Long-Term Incentive Award Grants
| NEO | PSUs | Time-Based | Total Grant Value (3) | | | (#) (1) | Restricted Stock(2) | | | | | (#) | | | Mr. Boone | 120,453 | 80,302 | $2,031,236 | | Mr. Thanish | 43,801 | 29,201 | $738,631 | | Mr. Earle (3) | 41,068 | - | $463,658 |
2024 Long-Term Incentive Award Grants
| (1) PSUs are listed at target and cliff vest at the end of three years based on 50% ROIC and 50% Relative Total Shareholder Return. The number of shares that may ultimately be issued upon settlement of the PSUs ranges from 0% to 200% with respect to each the ROIC portion and the Relative TSR portion of the award. |
2024 Long-Term Incentive Award Grants
| (2) Mr. Boone and Mr. Thanisch’s time-based Restricted Shares vest ratably over three years on March 20, 2025; March 20, 2026; and March 20, 2027. |
2024 Long-Term Incentive Award Grants
| (3) Represents the grant date fair value of equity awards granted during the fiscal year as determined under ASC Topic 718. Includes both our time-based Restricted Shares and our PSUs. We value our Restricted Shares and the ROIC portion of our PSUs at the closing price of a share of our common stock on the grant date. The Relative TSR portion of the award is valued using a Monte Carlo simulation model. For more information on how we value our equity awards, please see Note 15 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
2024 Long-Term Incentive Award Grants
| (4) Mr. Earle’s 41,068 PSUs were included as part of his offer package in November 2023, but the applicable performance conditions were not approved by the Compensation Committee until March 2024 which is why they are included in this table. |
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program Due to executive transition, our 2022 and 2023 NEO LTI grants were not representative of a “routine” year for our executive compensation program. For 2024, the Committee approved more routine grants that included both time-based Restricted Shares and PSUs, as summarized below.
2024 Long-Term Incentive Program
| 40% of total value) | 30% of total value) | TSR 30% of total value) | | 2024 Long-Term Incentive Plan Design | | | | Time-Vested Restricted Shares (40% of total value) | PSUs Absolute ROIC (30% of total value) | PSUs Relative TSR (30% of total value) | | ◾ Shares will vest in equal annual increments over three years. | ◾ Shares may be earned at the end of three years based upon achievement of a pre-established target level of average annual ROIC over a three-year period. | ◾ Shares may be earned at the end of three years based upon our total shareholder return (TSR) performance relative to our performance peer group. |
POST-EMPLOYMENT COMPENSATION
POST-EMPLOYMENT COMPENSATION Under their employment agreements, Messrs. Boone, Earle and Thanisch are entitled to certain severance benefits in the case of a qualifying termination. Severance payments following a change in control are subject to a double trigger and we do not provide excise tax gross-up payments. Absent a change in control, in the event of a resignation for “good reason” or a termination without “cause” (as such terms are defined in the agreement), each of our NEOs is entitled to continued payment of their respective base salary at the time for one year after termination and a lump sum payment equal to any earned but unpaid bonus with respect to the Company’s most recently completed fiscal year. Following a change in control, in the event a resignation for “good reason” or a termination without “cause,” each of our NEOs is entitled to receive a lump sum payment equivalent to a multiple of the NEO’s base salary and a multiple of the most recent bonus awarded to the NEO (a “Change-in-Control Severance Payment”). In the case of Messrs. Boone, Earle and Thanisch, each of their respective employment agreements provide for a Change-in-Control Severance payment equal to 36 months of salary and 3.0 times the bonus paid to the NEO for the most recently completed fiscal year prior to the NEO’s termination date. With respect to unvested equity, NEOs may exercise vested stock options following termination, but upon termination, all unvested Restricted Shares and PSUs lapse according to the terms of our long-term incentive plan. The Company provides these contractual severance benefits in order to help support retention of valuable executive talent, to ease any transition between executive officers and to ensure that executives remain focused on the best interests of stockholders — particularly in the context of any potential transaction. The Committee believes that the severance benefits agreed to in the case of these termination events are reasonable in light of the potential value delivered to stockholders in return. See “Executive Compensation — Potential Payments Upon Termination or Change in Control” below.
Equity grant practices
Equity grant practices Our Compensation Committee typically meets during the first or second quarter following the end of each calendar year to review the performance of the Company and the executives of the Company. At these meetings, all compensation recommendations are made, including recommendations regarding adjustments to the annual base salaries of the executive officers, if any, as well as determination of annual incentive payments and equity awards. To the extent the Compensation Committee approves new equity-based awards for employees (including NEOs) during the first or second fiscal quarter of a year, the grant date of such awards is typically in March. Our Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In an effort to minimize the impact of stock price volatility on equity award grants, the Compensation Committee uses a ten-day average closing stock price for purposes of calculating equity award grant amounts for employees (including NEOs). The Company currently does not grant stock options.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name | Year | Salary (1) | Bonuses | Non-Equity Incentive Plan Compensation (2) | Equity Awards (3) | All Other Compensation (4) | Total | | Travis J. Boone | 2024 | $800,000 | $- | $688,516 | $2,031,236 | $88,880 | $3,608,632 | | President & CEO | 2023 | $750,000 | $- | $750,000 | $650,000 | $277,710 | $2,427,710 | | | 2022 | $216,346 | $188,000 | $- | $1,200,000 | $5,708 | $1,610,054 | | G. Scott Thanisch | 2024 | $450,000 | $- | $236,250 | $738,631 | $78,899 | $1,503,780 | | EVP, CFO & Treasurer | 2023 | $425,000 | $- | $318,750 | $240,000 | $97,429 | $1,081,179 | | | 2022 | $122,596 | $94,000 | $- | $360,000 | $7,916 | $584,512 | | E. Chipman Earle, EVP, | 2024 | $410,000 | $- | $204,339 | $463,658 | $46,201 | $1,124,198 | | CCO, CAO, GC & Corporate Secretary | 2023 | $31,538 | $- | $- | $300,000 | $2,581 | $334,119 |
Summary Compensation Table
(1)Salary paid during each respective year. Messrs. Boone and Thanisch were employed beginning September 12, 2022. Mr. Earle was employed beginning November 27, 2023. (2) For information regarding the NBP for fiscal 2024, please see the discussion entitled “2024 Executive Compensation Program in Detail – Annual Cash Incentives Overview” in the Compensation Discussion and Analysis section of this proxy statement. (3) Represents the grant date fair value of equity awards granted during the fiscal year as determined under ASC Topic 718. Includes both our time-based Restricted Shares and our PSUs. We value our Restricted Shares and the ROIC portion of our PSUs at the closing price of a share of our common stock on the grant date. The Relative TSR portion of the award is valued using a Monte Carlo simulation model. For more information on how we value our equity awards, please see Note 15 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For more information on the equity awards granted during fiscal 2024, please see the next table (“Grants of Plan Based Awards”). (4)The 2024 figure for each NEO includes: (a) an automobile allowance for Mr. Boone ($8,654), Mr. Thanisch ($15,000) and Mr. Earle ($15,000); and (b) PTO payout for Mr. Boone ($48,786) and Mr. Thanisch ($32,672). Additionally, the Company paid a matching contribution under the 401(k) Plan ($13,800 for Mr. Boone, $13,587 for Mr. Thanisch and $13,561 for Mr. Earle), as well as the monthly premiums of $1,427 per month for a medical expense reimbursement plan for each of Messrs. Boone ($17,640), Thanisch ($17,640), and Earle ($17,640).
Grants of Plan Based Awards
Grants of Plan Based Awards The table below provides additional information regarding equity and non-equity incentive plan awards granted to our NEOs during the fiscal year ended December 31, 2024.
Grants of Plan Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Value of Stock and Option Awards(3) | | | | | | | | | | (#) | ($) | | Name and | Grant Date | Threshold ($) | Target | Maximum | Threshold | Target | Maximum (#) | | | | Type of Grant | | | ($) | ($) | (#) | (#) | | | | | Travis J. Boone | | | | | | | | | | | Annual Cash Incentive | ─ | $400,000 | $800,000 | $1,600,000 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 3/20/2024 | ─ | ─ | ─ | ─ | ─ | ─ | 80,302 | $671,325 | | PSUs | 3/20/2024 | ─ | ─ | ─ | 60,227 | 120,453 | 240,906 | ─ | $1,359,911 | | G. Scott Thanisch | | | | | | | | | | | Annual Cash Incentive | ─ | $168,750 | $337,500 | $675,000 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 3/20/2024 | ─ | ─ | ─ | ─ | ─ | ─ | 29,201 | $244,120 | | PSUs | 3/20/2024 | ─ | ─ | ─ | 21,901 | 43,801 | 87,602 | ─ | $494,510 | | E. Chipman Earle(2) | | | | | | | | | | | Annual Cash Incentive | ─ | $123,000 | $246,000 | $492,000 | ─ | ─ | ─ | ─ | ─ | | PSUs | 3/20/2024 | ─ | ─ | ─ | 20,534 | 41,068 | 82,136 | ─ | 463,658 |
Grants of Plan Based Awards
| 1. | Represents the threshold, target and maximum possible awards that could be earned by each NEO under our NBP for fiscal 2024 performance. The actual amount paid to each NEO under the NBP for 2024 performance is reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” |
Grants of Plan Based Awards
| 2. | Mr. Earle received his time-based restricted stock in November 2023, as part of his sign-on package. |
Grants of Plan Based Awards
| 3. | Represents the grant date fair value of our equity awards, as determined under ASC Topic 718. PSUs are included at target. |
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024 The following table reflects all outstanding equity awards held by our NEOs as of the year ended December 31, 2024:
Outstanding Equity Awards at Fiscal Year End 2024
| | | Stock Awards | | | | | | | All Other Stock Awards(1) | | Equity Incentive Plan Awards(2) | | | NEO | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(3) | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested(3) | | | | (#) | ($) | (#) | ($) | | Travis J. Boone | 8/15/2022 | 148,697 | $1,089,949 | | | | | 3/29/2023 | | | 241636 | $1,771,192 | | | 3/20/2024 | 80,302 | $588,614 | 120,453 | $882,920 | | Scott Thanisch | 9/12/2022 | 43,636 | $319,852 | | | | | 3/29/2023 | | | 87273 | $639,711 | | | 3/20/2024 | 29,201 | $214,043 | 43,801 | $321,061 | | E. Chipman Earle | 11/27/2023 | 41,067 | $301,021 | | | | | 3/20/2024 | | | 41,068 | $301,028 |
Outstanding Equity Awards at Fiscal Year End 2024
| (1) The 2022 grants to Messrs. Boone and Thanisch, the 2023 grant to Mr. Earle and the 2024 grants to Messrs. Boone and Thanisch represent time-based restricted stock, one-third of which, subject to the holder’s continued employment, vest on the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year End 2024
| (2) The 2023 grants to Messrs. Boone and Thanisch and the 2024 grants to Messrs. Boone, Thanisch and Earle represent PSUs that cliff vest on the third anniversary of the date of grant, subject to satisfaction of specific performance conditions and the holder’s continued employment. The equity incentive plan awards are included at target. |
Outstanding Equity Awards at Fiscal Year End 2024
| (3) Based on the $7.33 closing price of a share of our common stock on the last trading day of the 2024 fiscal year. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Option Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (*) | | | (#) | ($) | (#) | ($) | | Travis J. Boone (1) | - | - | 148,699 | $1,073,607 | | G. Scott Thanisch (2) | - | - | 43,636 | $254,398 | | E. Chipman Earle (3) | - | - | 20,535 | $180,092 | | * Determined based on the closing price of a share of our common stock on the date of vesting. | | | | |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
| (1) Represents the August 15, 2024 vesting of one-third of the August 15, 2022 restricted share grant. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
| (2) Represents the September 12, 2024 vesting of one-third of the September 12, 2022 restricted share grant. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2024
| (3) Represents the November 27, 2024 vesting of one-third of the November 27, 2023 restricted share grant. |
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE We determined that the 2024 annual total compensation of the median compensated employee who was employed as of December 31, 2024, other than our CEO, Travis J. Boone, was $69,160. Mr. Boone’s 2024 annual total executive compensation as reported in the Summary Compensation Table totaled $3,608,632 and the ratio of these amounts was 52 to 1. As of December 31, 2024, we had a total of 1,882 employees, including temporary employees and independent contractors paid by third parties but excluding Mr. Boone. To identify the median employee compensation, we used a consistently applied compensation measure (“CACM”) of base salary plus overtime, bonuses, and auto allowance for fiscal 2024, annualizing the CACM for those employees hired during 2024. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Relationship Between Compensation Actually Paid and Company Performance
Relationship Between Compensation Actually Paid and Company Performance The graphs below show the relationship between the CAP amounts for our PEO and the average CAP amounts for our other NEOs for the referenced years, as compared to (1) our cumulative TSR, (2) the cumulative peer group TSR, (3) our net income, and (4) our adjusted EBITDA.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control