Chip Earle
Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary at Orion Group Holdings
Executive
About Chip Earle
E. Chipman “Chip” Earle is Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer, and Corporate Secretary at Orion Group Holdings (age 52) . He joined Orion on November 27, 2023, and entered into an employment agreement on March 20, 2024, with a fixed term through September 2026 . Education: BA Middlebury College, MBA University of Texas McCombs, JD University of Texas School of Law . Company performance context: Adjusted EBITDA rose to $42 million in 2024 from $24 million in 2023 and $23 million in 2022; net loss narrowed to $(2) million in 2024 from $(18) million in 2023; year-end share price increased to $7.33 (company TSR value up to 148 vs 100 in 2023 and 48 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newpark Resources, Inc. (NYSE: NPRK) | Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer, Corporate Secretary | Not disclosed | Led legal, compliance, and administrative functions; public company governance |
| Bristow Group, Inc. (NYSE: VTOL) | General Counsel and Chief Compliance Officer | Not disclosed | Aviation services governance and global compliance leadership |
| Transocean Ltd. (NYSE: RIG) | Deputy General Counsel | Not disclosed | Offshore drilling legal leadership, risk management |
| Baker Botts LLP | Corporate & Securities Attorney | Not disclosed | Capital markets and corporate advisory foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Base Salary Rate ($) | $410,000 | $410,000 | $435,000 (effective April 2025) |
| Salary Paid ($) | $31,538 | $410,000 | Not disclosed |
| Target Bonus (% of Salary) | 60% | 60% | Not disclosed |
| Target Bonus ($) | Not disclosed | $246,000 | Not disclosed |
| Actual Bonus Paid ($) | $0 | $204,339 | Not disclosed |
Notes:
- 2024 NEO Bonus Plan weights: Adjusted EBITDA 70%; Strategic Objectives 30% .
- 2024 approved payout factor for Earle: 83% of target (actual $204,339) .
Performance Compensation
| Element | Metric | Weighting | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted EBITDA ($MM) | 70% | Threshold $37.1; Target $46.4; Max $69.6 | Actual $41.9; 75.8% of target for this component | Cash (paid after year-end) |
| Annual Incentive (2024) | Strategic Objectives | 30% | Committee-set (bonding capacity; talent; equipment investment) | Achieved vs goals (individual contribution assessed) | Cash (paid after year-end) |
| New-Hire PSUs (Nov 2023) | ROIC (absolute) | 50% | 3-year performance period ending 12/31/2026 | Not yet determined | Cliff vest at end of performance period |
| New-Hire PSUs (Nov 2023) | Relative TSR vs peer group | 50% | 3-year performance period ending 12/31/2026 | Not yet determined | Cliff vest at end of performance period |
| New-Hire Restricted Shares (Nov 2023) | Time-based | — | $300,000 grant; equal annual tranches | 20,535 shares vested 11/27/2024 ($180,092) | 1/3 per year over 3 years |
Grant specifics:
- Earle PSUs: 41,068 target units (Nov 2023 award; performance conditions approved Mar 2024) .
- Company practice shifted to 60% PSUs / 40% Restricted Shares for NEOs beginning 2024 (Earle did not receive new 2024 restricted shares due to 2023 new-hire grant) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 128,758 (<1% of 38,835,232 shares outstanding) |
| Unvested Restricted Shares (12/31/2024) | 41,067 (market value $301,021 at $7.33) |
| Unvested PSUs (target; 12/31/2024) | 41,068 (market value $301,028 at $7.33) |
| Options (exercisable/unexercisable) | Company currently does not grant stock options |
| Stock Ownership Guideline | 1.5x annual base salary for “Other NEOs” |
| Compliance Status (12/31/2024) | All non-employee directors and executive officers were in compliance or within the 5-year grace period |
| Hedging/Pledging Policy | Prohibited; explicit “no hedging or pledging of Company stock” |
Vesting cadence and potential supply:
- Time-based restricted shares vest annually on 11/27 in 2024, 2025, 2026; one tranche vested (20,535 shares) in 2024 .
- PSUs cliff vest after performance assessment for the 3-year period ending 12/31/2026 (0–200% of target based on ROIC and relative TSR) .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Date | March 20, 2024; fixed term through September 2026 (offer letter signed 2023) |
| Base Salary (as of 12/31/2024) | $410,000 |
| Severance (no change-in-control) | If terminated without cause or resigns for good reason: 1 year base salary continuation and lump-sum of earned but unpaid prior-year bonus |
| Change-in-Control Economics | Double trigger; lump sum equal to 36 months of base salary and 3.0x most recent bonus; unvested equity generally lapses absent CIC vesting terms; no excise tax gross-up |
| Non-Compete/Non-Solicit/Confidentiality | Non-compete and non-solicit during specified periods; confidentiality without time limit |
| Quantified CIC Scenario (12/31/2024 assumptions) | Severance $1,230,000; Car allowance $45,000; Transitional health reimbursement $90,000; Unvested equity value $602,050; total $1,967,050 (table does not show bonus multiple despite CIC provision) |
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income (Loss, $MM) | (15) | (13) | (18) | (2) |
| Adjusted EBITDA ($MM) | 17 | 23 | 24 | 42 |
| Year-End Share Price ($) | $3.77 | $2.38 | $4.94 | $7.33 |
| Company TSR Index (Initial $100) | 76 | 48 | 100 | 148 |
| Peer Group TSR Index (Initial $100) | 118 | 104 | 171 | 298 |
Additional context:
- 2024 strategic achievements considered in bonuses: increased bonding capacity, talent attraction/retention, investment in key equipment .
- 2024 Say-on-Pay support: 97.4% .
Compensation Structure Observations
- Increased at-risk mix: Company shifted NEO equity mix to 60% PSUs / 40% RS (vs prior 40% PSUs / 60% RS) to emphasize performance alignment; Earle’s PSUs tie to ROIC and relative TSR over 2024–2026 .
- Ownership alignment: robust guidelines (1.5x salary for Earle category); hedging/pledging banned; clawback applies to cash and equity .
- Peer benchmarking: 2024/2025 focused peer group of 10 engineering & construction companies for compensation and PSU relative metrics .
Compensation & Incentives Detail
| Type | Grant Date | Shares/Units | Fair Value ($) | Key Terms |
|---|---|---|---|---|
| PSUs (new-hire) | 3/20/2024 (conditions set; award from Nov 2023) | 41,068 target | $463,658 (PSUs) | 50% ROIC; 50% relative TSR; 3-year cliff; 0–200% payout |
| Restricted Shares (new-hire) | 11/27/2023 | Notional $300,000 | Included in 2023 equity ($300,000) | Time-based; 1/3 vest annually over 3 years |
| 2024 Bonus | 2024 | Target $246,000 | Paid $204,339 | 70% EBITDA; 30% strategic objectives; 83% payout factor |
Perquisites (2024):
- Auto allowance $15,000; medical expense reimbursement plan premiums $17,640; 401(k) match $13,561; total other compensation $46,201 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited by policy (alignment positive) .
- Options Repricing: Company does not grant stock options (removes option-related dilution/repricing risk) .
- Related Party Transactions: None since January 1, 2024 .
- Tax gross-ups: Not provided for change-in-control (shareholder-friendly) .
- Say-on-Pay: High approval (97.4%) reduces governance friction risk .
Investment Implications
- Alignment and performance leverage: Earle’s incentive mix (PSUs tied to ROIC and relative TSR) creates direct linkage to multi-year value creation; vesting in late 2026 could be a positive signal if ROIC and TSR targets are met .
- Retention and CIC protections: Double-trigger CIC package is sizable (36 months salary and 3x bonus per contract; quantified scenario totals ~$2.0M excluding the bonus multiple in the table), supporting retention but potentially increasing transaction costs; monitor any M&A chatter for executive continuity risks .
- Supply dynamics: Annual restricted share vesting (one tranche vested in 2024) and a PSU cliff in 2026 imply potential sell pressure around vest dates; counterbalanced by ownership guidelines discouraging immediate disposition and the anti-hedging/pledging policy .
- Execution bar: With Adjusted EBITDA rising to $42MM and net loss narrowing, PSU targets (ROIC and relative TSR vs a focused peer set) set a high performance bar; equity value realization for Earle is sensitive to sustained operational improvements and stock outperformance .