Margaret Foran
About Margaret Foran
Independent director (Class I) at Orion Group Holdings since October 2019; age 70; current term expires at the 2026 Annual Meeting . She is Chair of the Compensation Committee and a member of the Nominating & Governance Committee; career governance executive currently serving as Chief Governance Officer, Senior Vice President and Corporate Secretary at Prudential Financial, with prior senior legal/governance roles at Sara Lee (EVP, GC & Corporate Secretary, 2008–2009), Pfizer (SVP, Associate GC & Corporate Secretary, 1997–2008), and J.P. Morgan & Co. . Education: undergraduate and graduate degrees from the University of Notre Dame; member of the Notre Dame Law School Advisory Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Chief Governance Officer, SVP & Corporate Secretary | Current | Leads corporate governance; officer, not director |
| Sara Lee Corporation | EVP, General Counsel & Corporate Secretary | 2008–2009 | Corporate governance and legal leadership |
| Pfizer Inc. | SVP, Associate General Counsel & Corporate Secretary | 1997–2008 | Governance, legal oversight |
| J.P. Morgan & Co. | VP & Assistant General Counsel | Not disclosed | Legal counsel |
| Occidental Petroleum Corporation | Director (former) | Not disclosed | Board service at large-cap energy company |
| The MONY Group Inc. | Director (former) | Not disclosed | Board service at financial services company |
| MONY Life Insurance Company | Director (former) | Not disclosed | Board service |
External Roles
| Organization | Position | Status |
|---|---|---|
| Council of Institutional Investors (CII) | Co-Chair and Director | Current |
| American Bar Association Committee on Corporate Governance | Chair | Former |
| Business Roundtable Corporate Governance Task Force | Coordinating Committee Chair | Former |
| PCAOB Standing Advisory Group | Member | Former |
| Economic Club of New York | Member | Current |
| Committee for Economic Development | Trustee | Current |
| Notre Dame Law School Advisory Council | Member | Current |
| National Association of Corporate Directors | Certified Director | Current |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Board affirmed Foran is independent under NYSE rules; matrix indicates independence under SEC/NYSE and ISS/Glass Lewis .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 Annual Meeting. Non-management executive sessions occur regularly at both the beginning and end of each Board meeting; each committee reserves time to meet without management .
- Committee activity levels: Compensation Committee met 5 times in 2024; Nominating & Governance met 4 times in 2024 .
- Governance infrastructure: Charters and governance documents available on the company’s website; stockholder communications policy and channels disclosed .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $101,236 | Retainer and chair fees; paid quarterly in arrears |
| Stock Compensation | $100,000 | Annual director equity grant; common stock |
| Total Director Compensation | $201,236 | Cash + equity |
| 2024 Director Fee Schedule | Annual Amount |
|---|---|
| Board Service Annual Cash Retainer | $90,000 |
| Board Chair Additional Cash Fee | $100,000 |
| Each Committee Chair Additional Cash Fee | $15,000 |
| Board Service Annual Equity Grant | $100,000 |
| 2024 Equity Grant Details | Value/Count | Grant Date |
|---|---|---|
| Common shares awarded | 10,695 shares | May 16, 2024 |
| Grant date fair value | $100,000 | — |
Notes:
- The Compensation Committee (chaired by Foran) retained Meridian Compensation Partners as independent consultant; 2024 fee levels increased to align with industry medians .
Performance Compensation
Under Foran’s Compensation Committee leadership, NEO long-term incentives emphasize performance-based equity; 2024 design increased PSU weighting and defined multi-year metrics:
| 2024 LTI Design | Weight | Metric Definition |
|---|---|---|
| Time-vested Restricted Shares | 40% | Vests in equal annual increments over 3 years |
| PSUs – Absolute ROIC | 30% | Earned over 3 years based on average annual ROIC vs target |
| PSUs – Relative TSR | 30% | Earned over 3 years based on TSR relative to performance peer group |
Program changes and governance practices:
- Shift to more at-risk pay in 2024: PSUs increased from 40% to 60%; Restricted Shares decreased from 60% to 40% .
- Clawbacks: Equity and cash incentive compensation subject to clawback .
- Change-of-control terms: Double-trigger vesting for equity upon change of control; no excise tax gross-ups .
- 2024 Say-on-Pay support: 97.4% approval at 2024 Annual Meeting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | 0 (per Board matrix) |
| Prior public company boards | Occidental Petroleum; MONY Group; MONY Life Insurance Company |
| Shared directorships with ORN competitors/suppliers/customers | None disclosed in proxy; related party transactions policy and review in place |
Expertise & Qualifications
- Nationally recognized governance expert with leadership roles in ABA and Business Roundtable governance bodies; NACD Certified Director .
- Board matrix attributes: Corporate Governance competency; human resources/compensation experience; strategic planning; marketing; technology exposure; legal/compliance background; public company experience .
- Currently employed full-time (Prudential) while serving as independent director at ORN .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Margaret M. Foran | 146,060 | <1% | Includes time-based restricted stock with voting rights |
| Shares outstanding (Record Date) | 38,835,232 | — | Basis for percent calculation |
Stock ownership alignment policies:
- Director stock ownership guideline: minimum value 3.0x annual Board retainer .
- Compliance: As of Dec 31, 2024, all non-employee directors and executives were either in compliance with ownership guidelines or within the five-year grace period .
- Hedging/pledging: Prohibited; no short selling, option transactions, or derivative hedging permitted .
Insider trades (Form 4):
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 2025-08-15 | Disposition (sale) of common stock | 55,306 | $6.75 |
Governance Assessment
Positive indicators
- Independence affirmed; committee service on two key committees; active committee cadence (Comp: 5 meetings; N&G: 4 meetings in 2024) .
- Strong governance footprint: clear clawbacks, prohibition on hedging/pledging, double-trigger change-in-control vesting; high say-on-pay support (97.4%) .
- Ownership alignment: meaningful personal stake (146,060 shares), robust director ownership guidelines (3x retainer), compliance framework .
- Board engagement: at least 75% meeting attendance; regular executive sessions .
Potential risks & watch items
- Time commitment: currently employed full-time at Prudential while serving as independent director at ORN; continued monitoring of attendance and engagement is prudent .
- Insider sale in Aug-2025: disposition of 55,306 shares; while not inherently a red flag, sizable director sales warrant context (e.g., tax/liquidity) when assessing sentiment .
RED FLAGS
- Related party transactions: None since Jan 1, 2024 (Audit Committee oversees and approves any RPTs ≥$120,000) .
- Tax gross-ups: Not provided; excise tax gross-ups not offered; no option repricing; hedging/pledging prohibited .
Overall view: Foran brings deep governance expertise and leads a compensation program emphasizing performance accountability and alignment. High say-on-pay support and robust policies support investor confidence; continued transparency on director equity transactions and maintenance of attendance standards mitigate potential concerns .