UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, Mr. Scott Thanisch ceased serving as the Executive Vice President, Chief Financial Officer and Treasurer of Orion Group Holdings, Inc. (the “Company”) on June 23, 2025. Mr. Thanisch agreed to continue to perform services for the Company, including overseeing the transition of his roles and responsibilities to his successor, Ms. Alison Vasquez, through July 1, 2025 (the “Departure Date”).
Pursuant to the terms of the Employment Agreement by and between the Company and Mr. Thanisch dated September 27, 2023 (the “Employment Agreement”), as well as the Separation and General Release Agreement by and between the Company and Mr. Thanisch dated June 30, 2025 (the “Separation Agreement”), Mr. Thanisch will become entitled as of the Departure Date to receive certain previously disclosed payments and benefits associated with a termination without cause under his Employment Agreement. In addition, pursuant to the terms of the Separation Agreement, Mr. Thanisch will be eligible to receive on September 12, 2025, the remaining unvested restricted shares that were originally granted to him on September 12, 2022 and which are scheduled to vest on September 12, 2025. These severance benefits will be subject to compliance with general release conditions and certain restrictive covenants, including a non-disparagement covenant, an agreement not to disclose confidential information, and non-competition and non-solicitation covenants that apply for twelve months following the Departure Date.
The descriptions of the Employment Agreement and the Separation Agreement set forth above are qualified in their entirety by the Employment Agreement, which is attached hereto as Exhibit 10.1, and the Separation Agreement, which is attached hereto as Exhibit 10.2.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
Employment Agreement dated September 27,2023. | |
Separation Agreement dated June 30, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION GROUP HOLDINGS, INC.
` By: /s/ Travis J. Boone
Travis J. Boone
President & CEO
Date: July 1, 2025