Austin Shanfelter
About Austin J. Shanfelter
Independent Chairman of the Board at Orion Group Holdings, Inc. (ORN), age 67, director since 2007 and Chairman since January 1, 2021. He previously served as Interim CEO and Interim CFO (April–September 2022), Executive Chair (September 2022–March 1, 2023), and Interim COO (March 2019–February 2020); the Board re-affirmed his independence effective March 2, 2023. Shanfelter brings 30+ years of specialty construction, power, and telecom operating experience, is a former MasTec CEO, and an NACD Governance Fellow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orion Group Holdings | Chairman of the Board | Jan 1, 2021–Present | Leads Board oversight separate from CEO; promotes governance and risk oversight |
| Orion Group Holdings | Director (Class III) | 2007–Present | Long-tenured board member |
| Orion Group Holdings | Interim CEO & Interim CFO | Apr–Sep 2022 | Stabilized leadership during transition; independence suspended during service |
| Orion Group Holdings | Executive Chair | Sep 2022–Mar 1, 2023 | Executive oversight; returned to independent Chair thereafter |
| Orion Group Holdings | Interim COO | Mar 2019–Feb 2020 | Operational leadership |
| Orion Group Holdings | Compensation Committee Chair | May 2007–Mar 2019; Mar 2020–Jun 1, 2021 | Twice chaired Comp Committee; stepped down Mar 24, 2022 |
| Orion Group Holdings | Nominating & Governance Committee Member | May 2010–Mar 2019 | Governance oversight |
| MasTec, Inc. (NYSE: MTZ) | CEO & President | 2001–2007 | P&L leadership in specialty contracting |
| MasTec, Inc. | COO | 2000–2001 | Operational leadership |
| MasTec, Inc. | Divisional President | 1997–2000 | Business unit leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasTec, Inc. | Director & Special Consultant | 2007–2008 | Public company board service |
| Global HR Research LLC | Majority Owner & Chairman | 2008–2016 | Private company leadership |
| Sabre Industries | Director | Prior service (dates not specified) | Manufacturing governance experience |
| National Wrestling Hall of Fame | Board of Governors | Current | Community leadership |
| Champions4Children (Fort Myers, FL) | Chairman | Current | Philanthropic leadership |
| Other current public boards | None | — | Board matrix shows 0 other current public boards |
Board Governance
- Current role and committees: Chairman of the Board; not currently serving on Audit, Compensation, or Nominating & Governance Committees per matrix.
- Independence: Board determined Shanfelter is independent (NYSE/SEC) effective March 2, 2023 after brief executive service in 2022–2023; matrix confirms independence under SEC/NYSE and ISS/Glass Lewis.
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Non-management directors hold regular executive sessions.
- Board leadership structure: Chair and CEO roles are separated (Shanfelter as Chair; Boone as CEO), which the company believes enhances oversight.
- Majority voting policy in uncontested director elections; classified (staggered) board with three-year terms.
- Committees comprised exclusively of independent directors; Audit chaired by Mary Sullivan; Compensation chaired by Margaret Foran; Nominating & Governance chaired by Thomas Amonett.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers/chair fees) | $188,118 | As reported for Shanfelter |
| Equity grant (grant-date fair value) | $100,000 | Annual director grant |
| Total 2024 director compensation | $288,118 | Cash + equity |
| Shares granted (date, qty) | 10,695 (May 16, 2024) | Common stock awarded to each non-employee director |
| 2024 Fee Schedule (Board-wide) | Board retainer $90,000; Board Chair additional cash fee $100,000; Committee Chair fee $15,000; Equity grant $100,000 | Adjusted in May 2024 per Meridian benchmarking |
Performance Compensation
Board oversight context: While non-employee directors don’t receive performance-based pay, the Board (and Compensation Committee historically chaired twice by Shanfelter) oversees at‑risk incentive design for executives with explicit metrics.
| 2024 NEO Bonus Plan Metrics | Threshold | Target | Maximum | Actual | Weight | Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 37.1 | 46.4 | 69.6 | 41.9 | 70% | 75.8% of target earned |
| Strategic Objectives | — | — | — | Achieved (bonding, talent, equipment) | 30% | Committee-evaluated |
| 2024 Long-Term PSUs (for NEOs) | Metric | Weight | Design |
|---|---|---|---|
| ROIC (absolute) | Financial | 50% | Earned over 3-year period ending 12/31/2026; capital efficiency focus |
| Relative TSR | Market-relative | 50% | Earned vs. performance peer group over same 3-year period |
- 2024 say-on-pay support: 97.4% approval, signaling strong investor alignment with pay design.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | 0 (per Board matrix) |
| Other audit committees of public companies | 0 (per Board matrix) |
| Prior public boards | MasTec (NYSE: MTZ); Sabre Industries (private) |
| Potential interlocks with ORN stakeholders | None disclosed; no related-party transactions since Jan 1, 2024 |
Expertise & Qualifications
- Prior public company CEO; extensive specialty construction, telecom, and power sector experience.
- Strategic planning, M&A, projects/logistics expertise; corporate governance acumen; NACD Governance Fellow.
- Not designated an audit committee financial expert; matrix shows strengths in decision-making and industry expertise.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Austin J. Shanfelter (Chairman) | 437,734 | 1.1% | Includes restricted shares with voting rights; based on 38,835,232 shares outstanding |
| Director ownership guideline | 3.0x annual Board retainer | — | Directors must hold 3x retainer; compliance or within 5-year grace period as of 12/31/2024 |
| Anti-hedging/pledging | Prohibited | — | Insider trading policy bans hedging and pledging by officers/directors |
Governance Assessment
- Strengths: Independent Chairman with deep sector and governance experience; separation of Chair/CEO roles; majority voting policy; high say‑on‑pay support (97.4%); robust stock ownership guidelines; clawback policy; no tax gross‑ups; no related‑party transactions in 2024.
- Alignment: Material personal share ownership (1.1%); annual equity grants to directors promote long-term alignment; anti-hedging/pledging enhances skin-in-the-game integrity.
- Watch items/RED FLAGS: Classified board with staggered 3-year terms can reduce accountability vs. annual elections; prior recent executive service (through March 1, 2023) may draw scrutiny on practical independence despite formal re-determination.
- Oversight effectiveness: Regular executive sessions and independent committees; attendance threshold met; Audit led by a financial expert; Compensation chaired by a nationally recognized governance expert.
Overall investor signal: Independent Chair with significant ownership and strong pay-governance practices supports investor confidence; monitor board declassification views and ensure continued demonstrable independence given past interim executive roles.