Mary Sullivan
About Mary E. Sullivan
Independent director at Orion Group Holdings (ORN) since 2019; age 68; Class III nominee up for re‑election at the May 15, 2025 annual meeting with a new term expected to run through the 2028 meeting if re‑elected. She is Chair of the Audit Committee and a member of the Nominating & Governance Committee, and has been affirmatively determined by the Board to be independent under NYSE rules. A career finance executive and multi‑credentialed governance professional (CPA, CMA, CFA, CGMA, PMP), she qualifies as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Susser Holdings Corporation (NYSE: SUSS) | VP Finance; EVP, Treasurer & CFO | 2000–2015 | Led corporate finance at public operator of convenience stores/fuel distribution; deep reporting and capital markets experience relevant to ORN audit oversight. |
| Susser Petroleum Partners (NYSE: SUSP/SUN) | EVP, Treasurer & CFO (subsidiary of SUSS) | 2012–2015 | Public MLP experience; reinforces SEC/GAAP, controls, and investor communications expertise. |
| City of Corpus Christi (TX) | Director of Finance | 1999–2000 | Public sector finance leadership, budgeting, and oversight. |
| Elementis Chromium, LP | Controller | 1993–1999 | Industrial manufacturing controls and financial reporting. |
| Central Power and Light Company | Accounting/Treasury roles; Treasurer | 1979–1992 | Utility treasury and accounting, risk and capital structure disciplines. |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Susser Holdings II, L.P. | Chief Financial Officer | Current | Private company CFO; ongoing senior finance role. |
| Susser Bank (private) | Director | Since 2018 | Audit Committee Chair July 2018–Nov 2021. |
| Susser Banc Holdings Corporation (parent of Susser Bank) | Director | Since 2021 | Board service at parent holding company. |
| Other current public company boards | — | — | None (0). Reduces interlock risk. |
Board Governance
- Independence and structure
- Board has determined Sullivan is independent; all members of Audit, Compensation, and Nominating & Governance Committees meet heightened independence standards; Sullivan chairs Audit and serves on Nominating & Governance.
- Classified board; Sullivan is a Class III director and a nominee for re‑election at the 2025 meeting. Majority voting policy applies in uncontested elections (resignation expected if a director receives more “AGAINST” than “FOR” votes).
- Committees and oversight scope
- Audit (Chair): Oversees financial reporting, auditor selection/independence, internal controls, risk assessment; met four times in 2024. Sullivan is the committee’s “audit committee financial expert.”
- Nominating & Governance (Member): Board composition, director nominations, governance policies; met four times in 2024.
- Attendance and engagement
- Board met six times in 2024; each director attended ≥75% of board/committee meetings; all then‑current directors attended the 2024 annual meeting. Non‑management directors meet in executive sessions regularly.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $101,236 | Comprised of board retainer and committee chair fee paid quarterly; 2024 schedule set at $90,000 annual retainer; additional $15,000 for each committee chair; $100,000 additional for Board Chair (not applicable to Sullivan). |
| Equity grant | $100,000 (10,695 shares) | Granted May 16, 2024; grant date fair value under ASC 718; consistent across non‑employee directors. |
| Total 2024 director pay | $201,236 | Cash + equity. |
Director fee structure changes (effective 2024): retainer +$5k (to $90k), committee chair fee +$5k (to $15k), annual equity +$10k (to $100k), reflecting Meridian benchmarking to industry medians.
Performance Compensation (Director)
- Performance-conditioned elements: None disclosed for directors; equity is an annual board grant (not tied to performance metrics).
- Stock ownership guidelines for directors: Minimum 3.0x annual board retainer; five‑year compliance window; as of Dec 31, 2024, all non‑employee directors were compliant or within the window.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (per board matrix). |
| Committee leadership elsewhere | Former Audit Chair at Susser Bank (private) Jul 2018–Nov 2021. |
| Disclosed related‑party transactions with ORN | None since Jan 1, 2024. |
Expertise & Qualifications
- Professional credentials: CPA, CMA, CFA, CGMA, PMP; NACD Certified Director.
- SEC “audit committee financial expert”: Yes.
- Domain expertise: Financial reporting, treasury, capital markets, public company governance, and industrial/energy sectors—aligned with ORN’s specialty construction profile.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class |
|---|---|---|
| Mary E. Sullivan | 256,187 | <1% (asterisk in table denotes less than 1%). |
| Shares granted to all non‑employee directors in 2024 | 10,695 each (part of equity grant; included above if held at year‑end). |
Stock ownership and trading policies:
- Stock ownership guidelines: Directors 3.0x annual retainer; compliant or within grace period as of 12/31/24.
- Hedging/pledging: Prohibited under insider trading policy and compensation governance “What We Don’t Do.”
Governance Assessment
- Strengths supporting investor confidence
- Audit Chair with deep finance credentials and designation as audit committee financial expert; clear oversight of auditor independence and financial controls.
- Independence affirmed; committee service exclusively with independent directors; regular executive sessions strengthen oversight.
- Attendance record meets thresholds; engagement evidenced by committee meeting cadence (Audit 4x; N&G 4x; Board 6x in 2024).
- No related‑party transactions disclosed; anti‑hedging/pledging policies and stock ownership guidelines enhance alignment.
- Majority voting policy for directors in uncontested elections adds accountability.
- Compensation alignment for directors
- Balanced cash/equity mix (~50/50 in 2024) maintains alignment without performance gimmicks; fee/equity levels adjusted with independent consultant benchmarking.
- Potential risk indicators and mitigants
- External CFO role could present time‑commitment considerations, but no attendance or engagement concerns were disclosed; independence maintained and no conflicts/related‑party transactions reported.
- No share pledging or hedging permitted under ORN policy.
Overall: Sullivan’s credentials, independence, and active audit leadership (with clean related‑party disclosures and strong policy framework) are positives for board effectiveness and investor confidence.