Orion Group Holdings Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Orion Group Holdings Inc. on June 21, 2019, covering events that occurred on June 19, 2019. The filing addresses changes to executive employment agreements and the appointment of a new Chief Financial Officer.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The following material changes to executive compensation and personnel were reported:
- Amendments to Existing Agreements: Employment agreements for Mark R. Stauffer (President and CEO) and Peter R. Buchler (EVP, CAO, and General Counsel) were amended to include non-solicitation provisions. No other material changes were made to their terms.
- New Employment Agreement: Robert L. Tabb was appointed as Vice President and Chief Financial Officer effective June 19, 2019.
Guidance, Outlook, and Management Commentary
The filing contains no guidance, outlook, or general management commentary regarding business operations. It details specific severance and compensation terms for the new CFO, Robert L. Tabb:
- Base Salary: $275,000 annually.
- Car Allowance: $1,050 per month.
- Severance (Termination without Cause/Good Reason outside Protection Period): 12 months of base salary, 12 months of $2,500 transitional expenses, 12 months of car allowance, and a lump sum equal to the most recent bonus.
- Severance (Termination without Cause/Good Reason during Protection Period): Lump sum payment of 30 months of base salary, 30 times $2,500 for transitional expenses, 30 times the monthly car allowance, and 2.5 times the most recent bonus.
Investor Verification Checklist
- Verify the full text of the Third Amendment to the employment agreements for Mark R. Stauffer and Peter R. Buchler (Exhibits 10.1 and 10.2) to confirm the scope of the non-solicitation provisions.
- Review the full Employment Agreement for Robert L. Tabb (Exhibit 10.3) to understand the specific definitions of "Protection Period," "Termination without Cause," and "Good Reason."
- Confirm the status of the NEO Bonus Plan referenced in the severance calculations for Mr. Tabb.