Orion Group Holdings Inc (ORN): CFO Alison G. Vasquez compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K on June 10, 2025 to report that the Company had executed an Offer Letter with Ms. Alison G. Vasquez, effective May 24, 2025, pursuant to which she has served as Executive Vice President and Chief Financial Officer of the Company (the “Vasquez Offer Letter”).
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Effective October 12, 2026, Ms. Vasquez entered into an employment agreement with the Company to continue to serve as Executive Vice President and Chief Financial Officer of the Company (the “Vasquez Employment Agreement”). The Vasquez Employment Agreement replaces and supersedes the Vasquez Offer Letter in its entirety.
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The Vasquez Employment Agreement provides for an initial term ending on December 31, 2026, with automatic renewal for successive one-year periods on January 1 of each year thereafter unless earlier terminated in accordance with its terms. The Vasquez Employment Agreement establishes Ms. Vasquez’s annual base salary at $480,000 per year (subject to review and adjustment) and target annual bonus under the Company’s bonus plan at 75% of annual base salary. Ms. Vasquez is also eligible to participate in the Company’s long-term incentive compensation programs.
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If Ms. Vasquez’s employment is terminated by the Company Without Cause or by Ms. Vasquez for Good Reason (with Good Reason and Without Cause being defined in the Vasquez Employment Agreement), subject to the execution and non-revocation of a customary release, Ms. Vasquez will be entitled to severance benefits in the form of salary continuation payments for a period of one year, as well as payment of accrued obligations, any earned but unpaid bonuses, and transitional expenses and continued payment of a vehicle allowance for one year.
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If, within a 12-month period following a Change in Control (as defined in the Vasquez Employment Agreement), Ms. Vasquez’s employment is terminated by the Company Without Cause or by Ms. Vasquez for Good Reason, subject to the execution and non-revocation of a customary release, she will be entitled to severance benefits in the form of salary continuation payments for a period of three years, as well as payment of accrued obligations, any earned but unpaid bonuses, transitional expenses and continued payment of a vehicle allowance for three years, a lump sum payment equal to three times the annual bonus earned for the most recently completed fiscal year before the termination, and accelerated vesting of all outstanding equity awards, with performance awards being deemed achieved at the maximum performance level.
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The Employment Agreement also contains customary confidentiality, non-competition and non-solicitation covenants.
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The foregoing description of the Vasquez Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Vasquez Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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Exhibit Index
Exhibit No.
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Description
† 10.1
Employment Agreement dated October 12, 2026 by and between Orion Group Holdings, Inc. and Alison G. Vasquez.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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† Compensatory plan or arrangement
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