DEF 14A of Orion Group Holdings Inc
Filed Apr 1, 2026 · FY20250001402829-26-000029
CONTENTS
| DIRECTOR COMPENSATION | 33 | | EXECUTIVE OFFICERS OF THE COMPANY | 34 | | Alison G. Vasquez | 34 | | E. Chipman Earle | 34 | | BENEFICIAL OWNERS | 35 | | SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS | 36 | | DELINQUENT SECTION 16(A) REPORTS | 36 | | INTRODUCTION | 37 | | EXECUTIVE SUMMARY | 37 | | SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS | 37 | | OUR EXECUTIVE COMPENSATION PRACTICES | 38 | | 2025 SAY ON PAY | 39 | | WHAT GUIDES OUR PROGRAM | 39 | | PRINCIPAL ELEMENTS OF COMPENSATION | 40 | | OUR PROCESS | 40 | | THE ROLE OF THE COMPENSATION COMMITTEE | 40 | | THE ROLE OF MANAGEMENT | 41 | | THE ROLE OF THE INDEPENDENT CONSULTANT | 41 | | THE ROLE OF PEER GROUPS AND MARKET DATA | 41 | | 2025 EXECUTIVE COMPENSATION PROGRAM IN DETAIL | 43 | | BASE SALARY | 43 | | ANNUAL CASH INCENTIVES OVERVIEW | 43 | | NEO BONUS PLAN DESIGN | 43 | | 2025 GOALS AND ACHIEVEMENT | 44 | | AWARD DETERMINATION FOR 2025 PERFORMANCE | 44 | | LONG-TERM EQUITY INCENTIVES | 45 | | 2025 LONG-TERM INCENTIVE AWARD GRANTS AND VESTINGS | 46 | | OTHER PROGRAMS, POLICIES AND GUIDELINES | 47 | | STOCK OWNERSHIP REQUIREMENTS | 47 | | BENEFITS | 47 | | INSIDER TRADING POLICY | 48 | | RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES | 48 | | AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS | 48 | | POST-EMPLOYMENT COMPENSATION | 48 | | EQUITY GRANT PRACTICES | 49 | | TAX DEDUCTIBILITY OF COMPENSATION | 49 | | COMPENSATION COMMITTEE REPORT | 50 | | SUMMARY COMPENSATION TABLE | 51 | | GRANTS OF PLAN BASED AWARDS | 52 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025 | 53 | | STOCK VESTED IN FISCAL YEAR ENDED 2025 | 53 | | CEO PAY RATIO DISCLOSURE | 54 | | PAY-VERSUS-PERFORMANCE | 54 | | PAY FOR PERFORMANCE TABLE | 55 |
CONTENTS
| RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND COMPANY PERFORMANCE | 57 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 58 | | OVERVIEW | 58 | | EMPLOYMENT ARRANGEMENTS WITH CERTAIN OFFICERS | 58 | | SUMMARY OF PAYMENTS | 59 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 61 | | AUDIT COMMITTEE REPORT | 62 | | AUDIT AND NON-AUDIT SERVICE APPROVAL POLICY | 63 | | PROCEDURES FOR APPROVAL OF SERVICES | 63 | | AMENDMENT TO THE COMPANY’S 2022 LONG-TERM INCENTIVE PLAN | 65 | | OVERVIEW | 65 | | REASONS FOR AMENDMENT | 65 | | SUMMARY OF PROPOSED CHANGES | 65 | | TERMS OF 2022 LTIP | 66 | | AWARDS TO BE GRANTED | 69 | | FEDERAL INCOME TAX CONSEQUENCES | 69 | | ANNUAL REPORT | 74 | | SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 74 | | APPENDIX A - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 76 | | APPENDIX B - AMENDMENT NO. 2 TO LONG TERM INCENTIVE PLAN | 78 |
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 eight persons; however, upon the conclusion of the Annual Meeting, which is the effective date of Mr. Amonett’s and Ms. Foran’s retirements, the size of the Board will be reduced to six persons. The nominees at this year’s Annual Meeting are: Travis J. Boone and Robert S. Ledford. Our Amended and Restated 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. All the director nominees are serving a term that expires at the 2026 Annual Meeting. On the recommendation of its Nominating and Governance Committee, the Board has nominated each of these directors for re-election as Class I directors to serve an additional three-year term expiring at the 2029 Annual Meeting of Stockholders. Each director nominee has indicated to the Board his willingness to serve the full directorship term for which each has been nominated. However, if, prior to the Annual Meeting, any 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 more “FOR” votes than “WITHHOLD” votes, our Board would expect such director nominee to tender his 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.
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan
proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan We are asking our stockholders to approve an amendment (the “LTIP Amendment”) to the Company’s 2022 Long Term Incentive Plan (the “2022 LTIP”), to (i) increase the number of shares of common stock that may be issued thereunder from 3,735,000 to 5,735,000 shares and (ii) expand the per person award limitations thereunder to apply to all Eligible Persons (as defined therein), including all members of the Board. Our Board approved the LTIP Amendment on March 26, 2026, subject to stockholder approval. Our 2022 LTIP was initially adopted by our Board of Directors on May 19, 2022 and approved by our stockholders at the 2022 Annual Meeting. It was subsequently amended by Amendment No. 1 to the 2022 LTIP to increase the shares under the LTIP from 2,175,000 shares to 3,735,000 shares as approved by our Board on March 21, 2024 and our stockholders at the 2024 Annual Meeting. Approval of the LTIP Amendment is needed to replenish the pool of shares available for the grant of stock-based compensation to continue our equity-based compensation program. As of the Record Date, approximately 555,117 shares of our common stock remained available for grants under the 2022 LTIP, which (assuming a grant price of $10.39 per share, the closing price of our common stock on the Record Date), is fewer than the number of shares of common stock that our Compensation Committee believes will be needed to make the planned, competitive long-term incentive grants over the next year to our key employees and independent directors. Our 2022 LTIP includes a provision that prohibits a Covered Employee (as defined therein) in any calendar year from being granted (a) Awards (as defined therein) (including stock options and stock appreciation rights (“SARs”) but not including any Awards the settlement of which is not based on a number of shares of Stock (as defined therein)) relating to more than 2,000,000 shares of Stock, subject to adjustment, and (b) Awards the settlement of which is not based on a number of shares of Stock, having a value determined on the date of grant in excess of $5,000,000. The LTIP Amendment would extend such per person award limitation to apply equally to all non-executive directors, not just Covered Employees. In 2025, each of our non-executive directors was awarded shares of common stock of the Company valued at $100,000 at the time of grant. The Compensation Committee annually consults with its independent consultant and compares non-executive director compensation with industry and peer group benchmarks. On March 26, 2026 our Board of Directors authorized, subject to stockholder approval, the proposed Amendment to (i) increase the number of shares of common stock available for issuance under the LTIP by 2,000,000 shares and (ii) expand the per person award limitations thereunder to apply to all Eligible Persons, including all members of the Board. If approved by the stockholders, the request to increase the number of shares for future issuance under the 2022 LTIP will result in an additional potential dilution of approximately 4.7%. This additional potential dilution was calculated by dividing the requested increase of 2,000,000 shares to the share reserve by the sum of (i) the total number of shares available for issuance under the 2022 LTIP prior to its amendment, (ii) all unvested shares and unexercised stock options previously awarded and outstanding under the 2022 LTIP and any prior plan, and (iii) the total number of shares of outstanding common stock of the Company as of the Record Date. The affirmative vote of a majority of the total voting power of the stock present in person (including by means of remote communication, if any) or represented by proxy and entitled to vote on such matter at the meeting is required to approve this proposal. Abstentions will be treated as votes against 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. Our Board recommends a vote for the proposed LTIP Amendment as it will enable our Compensation Committee to continue to grant equity awards at market competitive levels to our key employees and Board members, thereby preserving cash for other strategic uses while at the same time aligning the interests of our senior management and Board members with our stockholders.
proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan
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proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan
The Board unanimously recommends that you vote “FOR” the approval of the Amendment to the Company’s 2022 Long Term Incentive Plan.
proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan
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proposal no. 5 — aPPROVAL OF AN AMENDMENT TO THE COMPANY’S long term incentive plan
CORPORATE GOVERNANCE We conduct our business under the direction of our Board. Members of the Board devote the time, energy, and attention as necessary to ensure diligent performance of their duties. The Board has adopted corporate governance practices designed to aid the Board and management in the fulfillment of their respective duties and responsibilities to our stockholders. We regularly engage with our stockholders to solicit their feedback regarding our corporate governance practices.
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 (1) (2) | | | | | | | Name | Current Position | Age | Class | Director Since | Term Expires | | Travis J. Boone | Director, President and CEO | 52 | I | 2022 | 2026 | | Robert S. Ledford | Director | 61 | I | 2025 | 2026 | | Continuing Directors | | | | | | | Name | Current Position | Age | Class | Director Since | Term Expires | | Michael J. Caliel | Director | 66 | II | 2019 | 2027 | | Quentin P. Smith, Jr. | Director | 74 | II | 2022 | 2027 | | Austin J. Shanfelter | Chairman of the Board of Directors | 68 | III | 2007 | 2028 | | Mary E. Sullivan | Director | 69 | III | 2019 | 2028 |
THE BOARD OF DIRECTORS AND ITS COMMITTEES
| (1) After 19 years of service, Mr. Thomas N. Amonett announced on March 16, 2026 that he has chosen not to stand for re-election but will retire from the Board and Committee appointments effective as of the closing of the 2026 Annual Stockholder Meeting on May 19, 2026. |
THE BOARD OF DIRECTORS AND ITS COMMITTEES
| (2) After 6 years of service, Ms. Foran announced on March 16, 2026 that she has chosen not to stand for re-election but will retire from the Board and Committee appointments effective as of the closing of the 2026 Annual Stockholder Meeting on May 19, 2026. |
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 each of the proposed director nominees are re-elected).
THE BOARD OF DIRECTORS AND ITS COMMITTEES
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THE BOARD OF DIRECTORS AND ITS COMMITTEES
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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.
NOMINEES FOR DIRECTOR
| Travis J. Boone Director since 2022 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. |
NOMINEES FOR DIRECTOR
| Robert S. Ledford Director since 2025 Member of Audit Committee & Compensation Committee Mr. Ledford has served on our Board as a Class I director since his appointment to the Board in November 2025 and has served as a member of the Audit Committee and Compensation Committee since November 2025. Mr. Ledford currently serves as President and Chief Executive Officer of Prime Electric, a rapidly growing electrical and low voltage contractor, where he has overseen significant expansion and profitability. He also serves on the boards of Prime Electric and Trademark Concrete. Previously, Mr. Ledford held various senior leadership roles at AECOM, including Chief Operating Officer of Europe, Middle East and Asia, global leader of project delivery, and Chief Operating Officer of design and consulting in the Americas. In these roles, Mr. Ledford had executive accountability for project delivery excellence and multi-billion-dollar P&Ls across diverse geographies. Prior to joining AECOM, Mr. Ledford held executive financial and operational roles at Parsons and served as Chief Financial Officer of Sasco Electric and Hermanson Corporation where he was recognized for driving disciplined financial management and value-accretive capital allocation strategies. Mr. Ledford is well qualified to serve on our Board due to his strategic and operational expertise, with a proven track record of strong execution and delivering organic and inorganic growth. His insights are invaluable as we advance our strategy, allocate capital and continue creating long-term value for our stockholders. |
NOMINEES FOR DIRECTOR
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Continuing Directors
Continuing Directors
Continuing Directors
| Michael J. Caliel Director since 2019 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. Mr. Caliel has served as a Board Member of Team, Inc. (NYSE: TISI), a leading global provider of integrated, digitally-enabled asset performance assurance and optimization solutions, since February 2022, served as its Non-Executive Chairman from March 2022 to November 2023, as its Executive Chairman from November 2023 to October 2025 and currently serving once again as its Non-Executive Chairman since October 2025. 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. |
Continuing Directors
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Continuing Directors
| Mr. Shanfelter has served on our Board as a Class III director since May 2007 and, effective January 1, 2021, he was elected Chairman of the Board. On April 6, 2022, he was appointed Interim Chief Executive Officer and Interim Chief Financial Officer until September 2022. He served as Chair of our Compensation Committee from May 2007 until March 2019, immediately prior to his appointment as our Interim Chief Operating Officer, a position he held until February 2020. In March 2020, following the end of his service as an interim officer, Mr. Shanfelter was once again appointed to serve as Chair of our Compensation Committee, a position he held until June 1, 2021. Mr. Shanfelter also served as a member of the Nominating and Governance Committee from May 2010 until March 2019, and stepped down as a member of the Compensation Committee effective March 24, 2022. Mr. Shanfelter served as a member of the Board of Directors of MasTec, Inc. (NYSE: MTZ), a publicly traded specialty contractor, and as a special consultant from 2007 to 2008. Mr. Shanfelter served as Chief Executive Officer and President of MasTec from 2001 to 2007. From 2000 to 2001, Mr. Shanfelter was MasTec’s Chief Operating Officer, and, prior to that role, he was a divisional president of MasTec from 1997 to 2000. Mr. Shanfelter has been in the telecommunication, power, and specialty construction industry since 1981. Mr. Shanfelter became a member of the Society of Cable Television Engineers in 1982, the National Cable Television Association in 1991, and the Power and Communications Contractors Association in 1991, where he served as its President in 2007. Mr. Shanfelter was the majority owner and Chairman of Global HR Research LLC, a pre-employment screening company, from 2008 through 2016. Mr. Shanfelter previously served as a member of the Board of Directors of Sabre Industries, a leading manufacturer of cell and power delivery structures. Mr. Shanfelter is currently serving on the Board of Governors of the National Wrestling Hall of Fame. Mr. Shanfelter is the current Chairman of Champions4Children, a non-profit organization supporting children in the Fort Meyers, Florida area. The National Association of Corporate Directors previously designated Mr. Shanfelter a Governance Fellow. | | Austin J. Shanfelter Director since 2007 Chairman of the Board of Directors Mr. Shanfelter has served on our Board as a Class III director since May 2007 and, effective January 1, 2021, he was elected Chairman of the Board. On April 6, 2022, he was appointed Interim Chief Executive Officer and Interim Chief Financial Officer until September 2022. He served as Chair of our Compensation Committee from May 2007 until March 2019, immediately prior to his appointment as our Interim Chief Operating Officer, a position he held until February 2020. In March 2020, following the end of his service as an interim officer, Mr. Shanfelter was once again appointed to serve as Chair of our Compensation Committee, a position he held until June 1, 2021. Mr. Shanfelter also served as a member of the Nominating and Governance Committee from May 2010 until March 2019, and stepped down as a member of the Compensation Committee effective March 24, 2022. Since December 2025, Mr. Shanfelter has served on the Board of Directors of Cardinal Infrastructure Group, Inc. (NSDQ: CDNL), a publicly traded full-service civil contracting company providing comprehensive site development and infrastructure solutions. He has also served since August 2023 as the Chairman of the Board of Directors for UniTek Global Services, a privately held nationwide fiber optic construction company. Mr. Shanfelter previously served as a member of the Board of Directors of MasTec, Inc. (NYSE: MTZ), a publicly traded specialty contractor, and as a special consultant from 2007 to 2008. Mr. Shanfelter served as Chief Executive Officer and President of MasTec from 2001 to 2007. From 2000 to 2001, Mr. Shanfelter was MasTec’s Chief Operating Officer, and, prior to that role, he was a divisional president of MasTec from 1997 to 2000. Mr. Shanfelter has been in the telecommunication, power, and specialty construction industry since 1981. Mr. Shanfelter became a member of the Society of Cable Television Engineers in 1982, the National Cable Television Association in 1991, and the Power and Communications Contractors Association in 1991, where he served as its President in 2007. Mr. Shanfelter was the majority owner and Chairman of Global HR Research LLC, a pre-employment screening company, from 2008 through 2016. Mr. Shanfelter previously served as a member of the Board of Directors of Sabre Industries, a leading manufacturer of cell and power delivery structures. Mr. Shanfelter is currently serving on the Board of Governors of the National Wrestling Hall of Fame. Mr. Shanfelter is the current Chairman of Champions4Children, a non-profit organization supporting children in the Fort Meyers, Florida area. Mr. Shanfelter is well qualified to serve on our Board due to his over 30 years of varied and challenging business experience and almost 20 years of experience as a member of the Board. He is currently serving as Chairman of the Board of Directors and has twice served as Chair of the Compensation Committee. He has also temporarily served as Interim Chief Operating Officer of the Company from March 2019 until February 2020 and, thus, has an intimate and a vast awareness of the Company’s business operations. Mr. Shanfelter also serves on several other boards of directors and has President and Chief Executive Officer experience. The National Association of Corporate Directors previously designated Mr. Shanfelter a Governance Fellow. |
Continuing Directors
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Continuing Directors
| Quentin P. Smith, Jr. Director since 2022 Chair of the Compensation Committee Member of Audit Committee 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 and he was appointed in April 2025 as Chairman of the Compensation Committee. 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. |
Continuing Directors
| Mary E. Sullivan Director since 2019 Chair of the Audit 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 she serves as the Chair of the Audit Committee and as a member of the Nominating & 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
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REtiring DirectorS
REtiring DirectorS
REtiring DirectorS
| Thomas N. Amonett Director since 2007 Member of Audit Committee and Nominating & Governance Committee After 19 years of service as a director of the Company, Mr. Amonett is retiring from the Board and tendered his letter of resignation from the Board and Committee appointments at the March 16, 2026 meeting of the Board of Directors to be effective as of the Annual Meeting. Mr. Amonett has served on the Board as a Class I director since his appointment to the Board in May 2007, served as the Chair of the Nominating and Governance Committee from May 2007 through April 2025, and is a member of the Audit Committee and Nominating & Governance Committee. The Board of Directors, together with Executive Management of the Company, express their sincere appreciation for Mr. Amonett’s valuable service to our Company. From November 1999 to April 2013, Mr. Amonett 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 director of Hercules Offshore, Inc., a provider of contract oil and gas drilling services and liftboat services and served as Chairman of the Nominating and Governance Committee. Mr. Amonett was a director of Bristow Group Inc., a global provider of helicopter and other aviation services, from 2006 until 2019, where he served most recently as Executive Vice Chairman of the Board and previously served as a member of the Audit Committee and Chairman of the Compensation Committee. Mr. Amonett previously served as a director of T. F. Hudgins Incorporated, Modumetal, Inc., and as Chairman of the Board of Ergon, Inc., all private companies. |
REtiring DirectorS
| Margaret M. Foran Director since 2019 Chair of Nominating & Governance Committee Member of Compensation Committee After 6 years of service as a director of the Company, Ms. Foran is retiring from the Board and tendered her letter of resignation from the Board and Committee appointments at the March 16, 2026 meeting of the Board of Directors to be effective as of the Annual Meeting. Ms. Foran has served on the Board as a Class I director since her appointment to the Board in October 2019, served as the Chair of the Compensation Committee from October 2019 until April 2025 when she was appointed as the Chair of the Nominating & Governance Committee, and she is still a member of the Compensation Committee. The Board of Directors, together with Executive Management of the Company, express their sincere appreciation for Ms. Foran’s valuable service to our Company. Ms. Foran 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. 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. |
REtiring DirectorS
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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.
Annual Performance Evaluations
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Board Membership Matrix
Board Membership Matrix The following table summarizes the composition, competencies and experience of our Board of Directors as of the Record Date.
Board Membership Matrix
| Qualification | Austin J. Shanfelter (Chairman) | Thomas N. Amonett | Travis J. Boone | Michael J. Caliel | Margaret M. Foran | Robert S. Ledford | Quentin P. Smith, Jr. | Mary E. Sullivan | | Regulatory Compliance | | | | | | | | | | Independent Director per SEC & NYSE | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Independent Director per ISS & GL | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Qualified Designated Financial Expert | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | Personal | | | | | | | | | | Prior Public Company Board Experience | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | # of other current public boards | 1 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | | # of other audit committees of public companies | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Age | 68 | 82 | 52 | 66 | 71 | 61 | 74 | 69 | | Tenure on the Board | 18 years | 18 years | 3 years | 7 years | 6 years | 4 months | 4 years | 7 years | | Retired or Employed Full Time | Retired | Retired | Employed | Retired | Employed | Employed | Retired | Employed | | Public Company Employment Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Government Experience | | | ✓ | | | ✓ | | ✓ | | Board Committees | | | | | | | | | | Audit | N/A | Member | N/A | Member | N/A | Member | Member | Chair | | Nominating and Governance | N/A | Member | N/A | N/A | Chair | N/A | N/A | Member | | Compensation | N/A | N/A | N/A | Member | Member | Member | Chair | N/A | | Decision-Making Experience at Executive Level ("DM") or Other Substantial Experience ("S") | | | | | | | | | | 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, Artificial Intelligence and Cybersecurity) | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | Human Resources / Compensation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Health, Safety, Environment & Sustainability | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International Business | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Corporate Governance | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal / Compliance | | ✓ | | ✓ | ✓ | ✓ | | |
Board Membership Matrix
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table describes the compensation earned by persons who served as non-employee directors on our Board during 2025. Mr. Boone, who serves as our President and Chief Executive Officer in addition to serving as a director, does not receive 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 | $94,409 | $100,000 | $194,409 | | Michael J. Caliel | $90,000 | $100,000 | $190,000 | | Margaret M. Foran | $105,000 | $100,000 | $205,000 | | Robert S. Ledford | $10,516 | $48,218 | $58,734 | | Austin J. Shanfelter | $190,000 | $100,000 | $290,000 | | Quentin P. Smith, Jr. | $100,591 | $100,000 | $200,591 | | Mary E. Sullivan | $105,000 | $100,000 | $205,000 |
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, other than Mr. Ledford, was awarded 11,481 shares of common stock on May 15, 2025. Mr. Ledford was awarded 5,328 shares of common stock on November 19, 2025, which represents a prorated award amount reflecting his service commencing upon his joining the Board on such date. The amount shown represents the grant date fair value of the equity awards granted during the fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. There were no outstanding unvested equity awards held by any non-employee director as of December 31, 2025. |
DIRECTOR COMPENSATION
In May 2025, the Compensation Committee of the Board of Directors worked with Meridian Compensation Partners, LLC (“Meridian”), an independent consulting firm, to assist in determining the components and amounts of director compensation for 2025 based on comparisons of board compensation in similarly situated companies. Our director compensation program typically consists of both cash and equity compensation. In 2024, the Compensation Committee approved an increase in board compensation that was intended to reflect anticipated growth and increased complexity of the Company while at the same time aligning the Company’s director compensation with the median of total compensation paid to similarly situated non-employee members of other boards in the industry. In light of such recent increase in director compensation and consistent with the recommendation of Meridian, the Compensation Committee elected not to make any changes to director compensation in 2025. The schedule of resulting director fees for 2025 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.
DIRECTOR COMPENSATION
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SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS
| ❖ | Annual Incentive Bonuses: For 2025, the Committee established goals under our NEO Bonus Plan (“NBP”) for Adjusted EBITDA (50% weight), Revenues (30% weight) and Strategic Objectives (20%). The Committee included Revenues as a bonus metric in addition to Adjusted EBITDA for 2025 based on shareholder feedback and a strategic desire to increase the scale of the business at attractive margins. The Committee maintained target |
SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS
| level bonus awards for 2025 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. Upon joining the Company in July 2025, Ms. Vasquez became eligible to earn a pro rated bonus for 2025 equivalent to 75% of her actual salary earned in 2025. Based upon 2025 actual financial and operational performance, including Adjusted EBITDA of $45.2 million relative to a target of $46.5 million, revenues of $852 million relative to a target of $866 million and successful execution of several key corporate strategic goals previously established by the Committee, the Committee approved bonuses at 106% of target for each of Mr. Boone, Ms. Vasquez and Mr. Earle. Pursuant to the terms of Mr. Thanisch’s Employment Agreement, Mr. Thanisch forfeited his bonus for 2025 in connection with his departure from the Company on July 1, 2025. |
SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS
| ❖ | Special Transaction Bonuses: In recognition of extraordinary performance by Ms. Vasquez and Mr. Earle related to the acquisition of J.E. McAmis which closed on February 3, 2026, the Compensation Committee approved a special transaction bonus of $50,000 which was paid in cash to each of Ms. Vasquez and Mr. Earle in March 2026. |
SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS
| ❖ | Equity Awards: In 2025, the Committee continued its established practice of issuing annual grants of equity awards to senior management. Similar to 2024, equity awards for NEOs in 2025 were weighted 60% Performance Stock Units (“PSUs”) and 40% Restricted Shares. |
SUMMARY OF 2025 EXECUTIVE COMPENSATION DECISIONS
In March 2025, each of our executive officers at the time received Restricted Shares that vest ratably over three years and PSUs that cliff vest at the end of a three-year performance period beginning January 1, 2025 and ending December 31, 2027, with 50% tied to absolute Adjusted EBITDA performance and 50% tied to relative total shareholder return among the Company’s peer group. Upon joining the Company in June 2025, Ms. Vasquez received a sign-on equity award in the form of Restricted Shares that vest ratably over three years. Her sign-on equity award was intended to partially compensate her for the unvested equity of her prior employer that she forfeited when she joined the Company. Pursuant to the terms of his Employment Agreement, upon departing the Company in July 2025, Mr. Thanisch forfeited his 2025 equity award in full in connection with his termination.
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 | |
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 and stock price 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 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 bonus payments and 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 consultant to assist the Committee in evaluating our executive compensation program. Meridian Compensation Partners (“Meridian”) served as an independent consultant to the Committee from 2020 until July 2025 when the Committee engaged Korn Ferry (US)(“Korn Ferry”) to serve as its independent consultant going forward. The independent consultant reports directly and exclusively to the Committee. In 2025, each of Meridian and Korn Ferry separately 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 each consultant, 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 2025 NEO compensation decisions, the Committee considered market data provided by Meridian that reflected compensation for a peer group of 10 publicly traded firms operating exclusively 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 public company competitors for talent with businesses in the construction and engineering sector. Each of the 10 companies included in the 2025 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 in March 2025.
THE ROLE OF PEER GROUPS AND MARKET DATA
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THE ROLE OF PEER GROUPS AND MARKET DATA
| 2025 COMPENSATION AND TSR 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
Every year, the Committee reviews the composition of the peer group to determine continued applicability. As a result of advice provided by Korn Ferry and their review of our peer group, which occurred in late 2025, the Compensation Committee decided to adopt a new approach by using one peer group for purposes of compensation benchmarking and a different peer group for purposes of determining relative Company financial performance. In October 2025, Korn Ferry recommended, and the Committee approved, a slightly broader compensation benchmarking peer group consisting of 14 companies (including the original 10 companies, plus four new smaller peers) exclusively in the engineering and construction industry that we consider to be more direct competitors for talent and closer in financial size to the Company. Korn Ferry advised that the addition of these four smaller peers would help provide a critical mass of 12-16 peers, while at the same time helping to mitigate volatility within the peer group and provide more balance from a revenue-size perspective. Beginning in March 2026, this new peer group, appearing in the following table, will be used to benchmark the compensation levels and programs for the Company’s executive officers and the Board. Any peer group company which is no longer listed on a nationally recognized stock exchange will be removed from the peer group.
THE ROLE OF PEER GROUPS AND MARKET DATA
| 2026 COMPENSATION PEER GROUP | | | Company Name | Industry Focus | | Argan Inc. | Construction & Engineering | | Concrete Pumping Holdings, Inc. | Construction & Engineering | | Construction Partners, Inc. | Construction & Engineering | | Dycom Industries, Inc. | Construction & Engineering | | Granite Construction Incorporated | Construction & Engineering | | Great Lakes Dredge & Dock Corporation | Construction & Engineering | | IES Holdings, Inc. | Construction & Engineering | | Limbach Holdings, Inc. | Construction & Engineering | | Matrix Service Company | Construction & Engineering | | MYR Group | Construction & Engineering | | NWPX Infrastructure, Inc. | Construction & Engineering | | Primoris Services Corporation | Construction & Engineering | | Southland Holdings | Construction & Engineering | | Sterling Infrastructure, Inc. | Construction & Engineering |
THE ROLE OF PEER GROUPS AND MARKET DATA
In March 2026, the Committee approved the S&P 1500 Construction Index to serve as the
THE ROLE OF PEER GROUPS AND MARKET DATA
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THE ROLE OF PEER GROUPS AND MARKET DATA
performance peer group for purposes of measuring relative financial performance applicable to the PSUs granted to the NEOs in March 2026.
Annual Cash Incentives Overview
Annual Cash Incentives Overview Annual cash incentive opportunities for Messrs. Boone, Earle, and Thanisch, and Ms. Vasquez, during 2025 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 the ability to impact overall results. Our NEOs may earn between 0% and 200% of their target annual incentive opportunity contingent upon achievement of specific financial and strategic goals, as shown:
NEO Bonus Plan Design
| Corporate Financial Performance (Adjusted EBITDA – 50% and Revenues – 30%) Overall Weighted 80% | + | Strategic Goal Achievement Weighted 20% | = | Earned Bonus |
NEO Bonus Plan Design
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Financial Goals and Performance (80% weight)
| | Performance Goals | | | Actual | Percent of Target Earned | | Category | Threshold | Target | Maximum | | | | Adjusted EBITDA ($MM) | $43.0 | $46.5 | $69.7 | $45.2 | 81.4% | | Revenues ($MM) | $820 | $866 | $930 | $852 | 84.8% |
Award Determination For 2025 Performance
| Executive | Approved Payout Factor | Target Bonus | Approved Bonus | | Mr. Boone | 106.1% | $840,000 | $891,240 | | Ms. Vasquez(1) | 106.1% | $177,534 | $188,364 | | Mr. Earle | 106.1% | $261,000 | $276,921 | | Mr. Thanisch(2) | - % | $337,500 | $ - |
Award Determination For 2025 Performance
| (1) The target bonus and approved bonus for Ms. Vasquez were pro rated based on her actual employment period with the Company in 2025 from June 23, 2025 to December 31, 2025. |
Award Determination For 2025 Performance
| (2) Pursuant to the terms of his Employment Agreement, Mr. Thanisch did not earn a 2025 bonus as a result of his departure from the Company in July 2025. |
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 March 2025, the Committee established a target LTI award value for each of our executive officers at the time, which values were consistent with each officer’s 2024 target LTI value. Each executive officer was then granted equity awards, with 40% of the target value delivered in Restricted Shares that vest ratably over three years and 60% of the target value delivered in PSUs that cliff vest at the end of a three-year performance period. Between 0% and 200% of the 2025 PSUs may be earned based upon Company performance over the performance period ending December 31, 2027, with 50% tied to absolute Adjusted EBITDA performance and 50% tied to relative total shareholder return among the Company’s peer group. Ms. Vasquez’s new hire LTI grant was made upon her hiring in June 2025. Her sign-on award consisted of time-based Restricted Shares with a grant date value of $250,000 that vest in equal annual tranches over a period of three years. This sign-on award was intended to partially compensate Ms. Vasquez for the unvested equity from her prior employer that she forfeited when she joined the Company.
Long-Term Equity Incentives
| 2025 Performance Unit (PSU) Design | | | Absolute Adjusted EBITDA (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 adjusted EBITDA for fiscal year 2027. • The Compensation Committee chose adjusted EBITDA as a performance measure due to the importance of profitable growth to our business strategy, and its importance as a long-term measure of value creation. • Adjusted EBITDA as a performance measure is calculated consistent with our public disclosures. | • 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 our 2025 Compensation and TSR Performance peer group. • The Compensation Committee chose relative total shareholder return as a performance measure for the 2025 PSU awards to enhance shareholder alignment and to emphasize the importance of growing shareholder value relative to our peers. |
Long-Term Equity Incentives
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2025 Long-Term Incentive Award Grants And Vestings
2025 Long-Term Incentive Award Grants And Vestings The table below shows the long-term incentive awards granted in 2025 to each of our NEOs.
2025 Long-Term Incentive Award Grants And Vestings
| NEO | PSUs | Time-Based | Total Grant Value (3) | | | (#) (1) | Restricted Shares(2) | | | | | (#) | | | Mr. Boone | 175,844 | 117,229 | $1,951,280 | | Ms. Vasquez | - | 28,637 | $253,724 | | Mr. Earle | 53,286 | 35,524 | $591,297 | | Mr. Thanish (4) | 63,943 | 42,629 | $709,557 |
2025 Long-Term Incentive Award Grants And Vestings
| (1) PSUs are listed at target and cliff vest at the end of three years based 50% on Adjusted EBITDA in 2027 and 50% on Relative Total Shareholder Return over the three-year performance period. The number of shares of common stock that may ultimately be issued upon settlement of the PSUs ranges from 0% to 200% of the target award. |
2025 Long-Term Incentive Award Grants And Vestings
| (2) The time-based Restricted Shares of Messrs. Boone and Earle vest ratably over three years on April 1, 2026; April 1, 2027 and April 1, 2028. The time-based Restricted Shares of Ms. Vasquez vest ratably over three years on June 24, 2026, June 24, 2027 and June 24, 2028. |
2025 Long-Term Incentive Award Grants And Vestings
| (3) Represents the grant date fair value of equity awards granted during the fiscal year as determined under ASC Topic 718. See the Summary Compensation Table for more information on how these values are determined |
2025 Long-Term Incentive Award Grants And Vestings
| (4) Pursuant to his Employment Agreement, Mr. Thanisch’s 2025 Restricted Shares and PSU grants were forfeited in full on July 1, 2025, as a result of his departure from the Company. |
2025 Long-Term Incentive Award Grants And Vestings
The table below shows the long-term incentive awards granted in prior years to each of the NEOs that vested or were otherwise earned in 2025.
2025 Long-Term Incentive Award Grants And Vestings
| NEO | PSUs | Time-Based | | | (#) | Restricted Stock(2) | | | | (#) | | Mr. Boone | 241,636(1) | 175,465(2) | | Ms. Vasquez | - | - | | Mr. Earle | - | 20,534(3) | | Mr. Thanish | -(4) | 53,370(5) |
2025 Long-Term Incentive Award Grants And Vestings
| (1) Mr. Boone was granted 241,636 PSUs in 2023 that cliff vested at the end of three years based 25% on absolute stock price performance (60,409 PSUs) and 75% on absolute ROIC performance (181,227 PSUs). The Compensation Committee determined at its meeting held March 3, 2026 that the performance conditions had been satisfied at target resulting in the 241,636 PSUs being earned in full and paid out in an equal number of shares of common stock. |
2025 Long-Term Incentive Award Grants And Vestings
| (2) Mr. Boone was granted 446,097 time-based Restricted Shares in 2022, and 80,302 time-based Restricted Shares in 2024 that vest ratably over three years. In 2025, 148,697 of his Restricted Shares from 2022 vested and 26,768 of his Restricted Shares from 2024 vested. |
2025 Long-Term Incentive Award Grants And Vestings
| (3) Mr. Earle was granted 61,602 time-based Restricted Shares in 2023 that vest ratably over three years. In 2025, 20,534 of his Restricted Shares from 2023 vested. |
2025 Long-Term Incentive Award Grants And Vestings
| (4) Mr. Thanisch was granted 87,273 PSUs in 2023 that were scheduled to cliff vest at the end of three years based 25% on absolute stock price performance and 75% on absolute ROIC performance. Pursuant to his Employment Agreement, all of these PSUs were forfeited on July 1, 2025 when Mr. Thanisch departed the Company. |
2025 Long-Term Incentive Award Grants And Vestings
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2025 Long-Term Incentive Award Grants And Vestings
| (5) Mr. Thanisch was granted 130,909 Restricted Shares on September 12, 2022 and 29,201 Restricted Shares on March 20, 2024, each of which was scheduled to vest ratably over three years. On March 20, 2025, 9,734 of his Restricted Shares granted in 2024 vested. In connection with his departure from the Company on July 1, 2025, all of his then-unvested equity awards were forfeited, except for his remaining unvested equity awards that were scheduled to vest on or prior to September 12, 2025, which he retained pursuant to the terms of his Separation and General Release Agreement dated June 30, 2025 (“Separation and General Release Agreement”). Accordingly, on September 12, 2025, 43,636 of his Restricted Shares granted in 2022 vested. |
POST-EMPLOYMENT COMPENSATION
POST-EMPLOYMENT COMPENSATION Under their employment agreements, Messrs. Boone and Earle are entitled to certain severance benefits in the case of a qualifying termination. Ms. Vasquez is also entitled to severance benefits in the case of a qualifying termination under her offer letter. 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 or offer letter), each of Messrs. Boone and Earle and Ms. Vasquez 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
POST-EMPLOYMENT COMPENSATION
without “cause,” each of Messrs. Boone and Earle and Ms. Vasquez is entitled to receive a lump sum payment equivalent to a multiple of their respective base salary and a multiple of the most recent bonus awarded (a “Change-in-Control Severance Payment”). In the case of Messrs. Boone and Earle and Ms. Vasquez, each of their respective employment agreements or offer letters provide for a Change-in-Control Severance payment equal to 36 months of salary and 3.0 times the bonus paid to Mr. Boone or Mr. Earle (2.5 times in the case of Ms. Vasquez), as applicable, for the most recently completed fiscal year prior to his termination date. With respect to unvested equity, 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 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 decisions are made, including decisions 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 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 | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Travis J. Boone | 2025 | $840,000 | $- | $1,951,280 | $891,240 | $46,640 | $3,729,160 | | President & CEO | 2024 | $800,000 | $- | $2,031,236 | $688,516 | $88,880 | $3,608,632 | | | 2023 | $750,000 | $- | $650,000 | $750,000 | $277,710 | $2,427,710 | | Alison G. Vasquez | 2025 | $225,000 | $50,000 | $253,724 | $188,364 | $23,250 | $740,338 | | EVP & CFO | | | | | | | | | E. Chipman Earle | 2025 | $435,000 | $50,000 | $591,297 | $276,921 | $46,640 | $1,399,858 | | EVP, CCO, CAO, GC & Corporate Secretary | 2024 | $410,000 | $- | $463,658 | $204,339 | $46,201 | $1,124,198 | | | 2023 | $31,538 | $- | $300,000 | $- | $2,581 | $334,119 | | G. Scott Thanisch | 2025 | $251,538 | $- | $709,557 | $- | $239,443 | $1,200,538 | | EVP, CFO & Treasurer, | 2024 | $450,000 | $- | $738,631 | $236,250 | $78,899 | $1,503,780 | | | 2023 | $425,000 | $- | $240,000 | $318,750 | $97,429 | $1,081,179 |
Summary Compensation Table
(1) Salary paid during each respective year. Ms. Vasquez was employed beginning June 23, 2025. Mr. Earle was employed beginning November 27, 2023. (2) 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 Adjusted EBITDA Target 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 14 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For more information on the equity awards granted during fiscal 2025, please see the next table (“Grants of Plan Based Awards”). (3) For information regarding the NBP for fiscal 2025, please see the discussion entitled “2025 Executive Compensation Program in Detail – Annual Cash Incentives Overview” in the Compensation Discussion and Analysis section of this proxy statement. (4) The amounts reported in the “All Other Compensation” column for 2025 for each NEO include: (i) an automobile allowance of $15,000 for Mr. Boone, $7,500 for Ms. Vasquez, $15,000 for Mr. Earle, and $15,115 for Mr. Thanisch; (ii) the Company’s matching contributions under the 401(k) Plan of $14,000 for Mr. Boone, $7,269 for Ms. Vasquez, $14,000 for Mr. Earle, and $9,485 for Mr. Thanisch; and (iii) Company-paid monthly premiums of $1,470 for a medical expense reimbursement plan totaling $17,640 for Mr. Boone, $8,481 for Ms. Vasquez, $17,640 for Mr. Earle, and $10,516 for Mr. Thanisch. In addition, Mr. Thanisch received severance payments of $204,327 in connection with his separation from employment effective July 1, 2025.
Summary Compensation Table
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Grants of Plan Based Awards
Grants of Plan Based Awards The table below provides additional information regarding equity and non-equity incentive plan awards granted to our NEOs during the fiscal year ended December 31, 2025.
Grants of Plan Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Value of Stock and Option Awards(4) | | | | | | | | | | (#) | ($) | | Name and | Grant Date | Threshold ($) | Target | Maximum | Threshold | Target | Maximum (#) | | | | Type of Grant | | | ($) | ($) | (#) | (#) | | | | | Travis J. Boone | | | | | | | | | | | Annual Cash Incentive | ─ | $420,000 | $840,000 | $1,680,000 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 3/20/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 117,229 | $690,479 | | PSUs | 3/20/2025 | ─ | ─ | ─ | 87,922 | 175,844 | 351,688 | ─ | $1,260,801 | | Alison G. Vasquez (2) | | | | | | | | | | | Annual Cash Incentive | ─ | $88,767 | $177,534 | $355,068 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 6/23/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 28,637 | $253,724 | | E. Chipman Earle | | | | | | | | | | | Annual Cash Incentive | ─ | $130,500 | $261,000 | $522,000 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 3/20/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 35,524 | $209,236 | | PSUs | 3/20/2025 | ─ | ─ | ─ | 26,643 | 53,286 | 106,572 | ─ | $382,061 | | G. Scott Thanisch(3) | | | | | | | | | | | Annual Cash Incentive | ─ | $168,750 | $337,500 | $675,000 | ─ | ─ | ─ | ─ | ─ | | Restricted Shares | 3/20/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 42,629 | $251,085 | | PSUs | 3/20/2025 | ─ | ─ | ─ | 31,972 | 63,943 | 127,886 | ─ | $458,472 |
Grants of Plan Based Awards
| (1) Represents the threshold, target and maximum possible awards that could be earned by each NEO under our NBP for fiscal 2025 performance. The actual amount paid to each NEO under the NBP for 2025 performance is reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” |
Grants of Plan Based Awards
| (2) Ms. Vasquez commenced employment with the Company on June 23, 2025. Accordingly, the threshold, target and maximum amounts shown for her Non-Equity Incentive Plan Awards opportunity reflect a prorated incentive opportunity for fiscal year 2025. |
Grants of Plan Based Awards
| (3) Mr. Thanisch’s employment with the Company ended on July 1, 2025. As a result, he did not earn or receive an annual cash incentive award for fiscal year 2025, and the equity awards granted to him in fiscal year 2025 shown in this table were forfeited in full in accordance with their terms and his Employment Agreement. |
Grants of Plan Based Awards
| (4) Represents the grant date fair value of our equity awards, as determined under ASC Topic 718. PSUs are included at target. |
Grants of Plan Based Awards
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Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table reflects all outstanding equity awards held by our NEOs as of the year ended December 31, 2025:
Outstanding Equity Awards at Fiscal Year End 2025
| | | Stock Awards | | | | | | | All Other Stock Awards(1) | | Equity Incentive Plan Awards(2) | | | NEO(3) | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(3) | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested(4) | | | | (#) | ($) | (#) | ($) | | Travis J. Boone | 3/29/2023 | | | 241,636 | $2,401,862 | | | 3/20/2024 | 53,534 | $532,128 | 120,453 | $1,197,303 | | | 3/20/2025 | 117,229 | $1,165,256 | 175,844 | $1,747,889 | | Alison G. Vasquez | 6/23/2025 | 28,637 | $284,652 | | | | E. Chipman Earle | 11/27/2023 | 20,533 | $204,098 | | | | | 3/20/2024 | | | 41,068 | $408,216 | | | 3/20/2025 | 35,524 | $353,109 | 53,286 | $529,663 |
Outstanding Equity Awards at Fiscal Year End 2025
| (1) The 2023 restricted stock grant to Mr. Earle, the 2024 restricted stock grant to Mr. Boone and the 2025 restricted stock grants to Mr. Boone, Ms. Vasquez and Mr. Earle represent time-based restricted stock, one-third of which, subject to the holder’s continued employment, vests on the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year End 2025
| (2) The 2023 PSU grant to Mr. Boone, the 2024 PSU grants to Mr. Boone and Mr. Earle and the 2025 PSU grants to Mr. Boone and Mr. Earle represent PSUs that cliff vest on the third anniversary of the grant date, subject to satisfaction of specified performance conditions and the holder’s continued employment. The equity incentive plan awards are included at target. |
Outstanding Equity Awards at Fiscal Year End 2025
| (3) In connection with his departure from the Company in July 2025, Mr. Thanisch’s equity awards either vested in September 2025 or were forfeited resulting in no outstanding equity awards for Mr. Thanisch as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year End 2025
| (4) Based on the $9.94 closing price of a share of our common stock on the last trading day of the 2025 fiscal year. |
STOCK VESTED IN FISCAL YEAR ENDED 2025
STOCK VESTED IN FISCAL YEAR ENDED 2025
STOCK VESTED IN FISCAL YEAR ENDED 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (*) | | | (#) | ($) | | Travis J. Boone | 175,465(1) | $1,161,368 | | E. Chipman Earle | 20,534(2) | $205,340 | | G. Scott Thanisch | 53,370(3) | $385,912 | | * Determined based on the closing price of a share of our common stock on the vesting date (or, if the vesting date is not a trading day, the closing price on the next trading day). | | |
STOCK VESTED IN FISCAL YEAR ENDED 2025
| (1) Represents the March 20, 2025 vesting of one-third of the March 20, 2024 restricted stock grant and the August 15, 2025 vesting of one-third of the August 15, 2022 restricted share grant. |
STOCK VESTED IN FISCAL YEAR ENDED 2025
| (2) Represents the November 27, 2025 vesting of one-third of the November 27, 2023 restricted share grant. |
STOCK VESTED IN FISCAL YEAR ENDED 2025
| (3) Represents the March 20, 2025 vesting of one-third of the March 20, 2024 restricted stock grant and the September 12, 2025 vesting of one-third of the September 12, 2022 restricted share grant. |
STOCK VESTED IN FISCAL YEAR ENDED 2025
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CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE We determined that the 2025 annual total compensation of the median compensated employee who was employed as of December 31, 2025, other than our CEO, Travis J. Boone, was $74,579. Mr. Boone’s 2025 annual total executive compensation as reported in the Summary Compensation Table totaled $3,729,160 and the ratio of these amounts was 50 to 1. As of December 31, 2025, we had a total of 2,097 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 2025, annualizing the CACM for those employees hired during 2025. 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.
Relationship Between Compensation Actually Paid and Company Performance
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Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control