Orion Group Holdings Inc Stock Compensation Disclosure
14.Share-Based Compensation
The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans. In general, the Company’s Long-Term Incentive Plan (“LTIP”) provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant. The Company accounts for forfeitures of awards as they are incurred.
In May 2024, shareholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on September 16, 2024. The Company has reserved a total of 1,000,000 shares under the ESPP, all of which are authorized and available for future issuance under the ESPP. During the year ended December 31, 2025, there were 154,006 shares issued under the ESPP.
The table below presents the share-based compensation expense included in the Company’s accompanying condensed consolidated statements of operations:
Year Ended | |||||||||
December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
Restricted stock awards | $ | 4,111 | $ | 2,896 | $ | 1,887 | |||
Performance stock units |
| 1,005 |
| 1,015 |
| 155 | |||
Employee share purchase plan | 334 |
| 98 |
| — | ||||
Total share-based compensation expense | $ | 5,450 | $ | 4,009 | $ | 2,042 | |||
Under its approved long-term incentive plan, the Company grants share-based awards to its employees. The following table presents a summary of the Company’s unvested restricted stock awards and performance share units granted under the plan:
Restricted stock awards | Performance stock units | |||||||||
| | Weighted |
| | Weighted | |||||
Number | Average |
| Number | Average | ||||||
of | Fair Value |
| of | Fair Value | ||||||
Shares | Per Share |
| Shares | Per Share | ||||||
Nonvested at January 1, 2023 |
| 951,885 | $ | 2.91 | 163,251 | $ | 3.62 | |||
Granted |
| 649,934 | $ | 3.50 | 328,909 | $ | 2.24 | |||
Vested |
| (754,971) | $ | 2.85 | (27,978) | $ | 2.26 | |||
Forfeited shares |
| (8,977) | $ | 3.03 | (135,273) | $ | 3.91 | |||
Nonvested at December 31, 2023 |
| 837,871 | $ | 3.42 | 328,909 | $ | 2.24 | |||
Granted |
| 624,737 | $ | 9.16 | 205,322 | $ | 11.29 | |||
Vested |
| (432,889) | $ | 4.25 | — | $ | — | |||
Forfeited shares |
| (21,487) | $ | 6.34 | — | $ | — | |||
Nonvested at December 31, 2024 |
| 1,008,232 | $ | 6.56 | 534,231 | $ | 5.72 | |||
Granted | 826,361 | $ | 7.66 | 293,073 | $ | 7.17 | ||||
Vested | (584,612) | $ | 5.81 | — | $ | — | ||||
Forfeited shares | (102,574) | $ | 7.16 | (195,017) | $ | 5.89 | ||||
Nonvested at December 31, 2025 | 1,147,407 | $ | 7.69 | 632,287 | 1 | $ | 6.34 | |||
| (1) | A maximum of 1.2 million common shares could be awarded based upon the Company’s achievement of set performance-metrics. |
In 2025, the Company granted certain executives a total of 293,073 performance-based units. The performance-based units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of an absolute adjusted EBITDA target, measured in the final year of a performance period and 50% of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a performance period. The fair value of the grants awarded related to the adjusted EBITDA target was $5.89 per share and
the fair value of the grants awarded related to the relative total shareholder return target was $8.45 per share valued using a Monte Carlo simulation model.
In 2024, the Company granted certain executives a total of 205,322 performance-based units. The performance-based units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a performance period and 50% of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a performance period. The fair value of the grants awarded related to the return on invested capital was $8.36 per share and the fair value of the grants awarded related to the relative total shareholder return was $14.22 per share, valued using a Monte Carlo simulation.
In 2023, the Company granted certain executives as total of 328,909 performance-based units. The performance based-units will potentially vest 100% if the target is met, with 75% of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a performance period and 25% of the units to be earned based on the achievement of an average closing stock price at the end of the performance period. The fair value of the grants awarded related to the return on invested capital was $2.65 per share and the fair value of the grants awarded related to achievement of an average closing stock price at the end of the performance period was $0.99 per share, valued using a Monte Carlo simulation.
The following table presents the assumptions related to the performance share units granted related to the relative total shareholder return, as indicated in the previous summary table:
2025 | 2024 | 2023 | |||||||
Grant-date fair value | $ | 5.89 | $ | 8.36 | $ | 2.65 | |||
Risk-free interest rate |
| 3.86 | % |
| 4.34 | % |
| 3.83 | % |
Volatility factor |
| 65.52 | % |
| 58.61 | % |
| 55.56 | % |
Contractual term (years) |
| 2.78 |
| 2.78 |
| 2.76 |
Stock options
The following table summarizes the stock option activity under the Company’s equity incentive plans:
| | Weighted | | Weighted | | |||||
Average | Average | |||||||||
Number | Exercise | Contractual | Aggregate | |||||||
of | Price | Life | Intrinsic | |||||||
Shares | Per Share | (Years) | Value | |||||||
Outstanding at January 1, 2023 |
| 303,329 | $ | 7.29 |
| |
| | ||
Forfeited |
| (70,465) | $ | 7.74 |
| |
| | ||
Outstanding at December 31, 2023 |
| 232,864 | $ | 7.15 |
| |
| | ||
Exercised | (136,549) | $ | 6.57 | |||||||
Forfeited |
| (28,680) | $ | 11.35 |
| |
| | ||
Outstanding at December 31, 2024 |
| 67,635 | $ | 6.56 |
| |
| | ||
Exercised | (15,000) | $ | 7.22 | |||||||
Forfeited |
| (7,310) | $ | 9.03 |
| |
| | ||
Outstanding at December 31, 2025 |
| 45,325 | $ | 5.95 |
| |
| | ||
Vested and expected to vest at December 31, 2025 |
| 45,325 | $ | 5.95 |
| 1.10 | $ | 181 | ||
Exercisable at December 31, 2025 |
| 45,325 | $ | 5.95 |
| 1.10 | $ | 181 | ||
The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested awards and units as of December 31, 2025:
Restricted stock awards | Performance stock units | ||||
Unrecognized compensation cost | $ | 6,576 | $ | 1,834 | |
Weighted average period for recognition (years) |
| 2.03 |
| 1.64 |
The following table presents a summary of the total intrinsic value of options exercised and the total fair value of shares vested as of the year’s presented:
| 2025 | | 2024 | | 2023 | ||||
Total intrinsic value of options exercised | $ | 11 | $ | 233 | $ | — | |||
Total fair value of shares vested | $ | 4,606 | $ | 3,107 | $ | 2,407 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 1, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 7, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.