Michael Caliel
About Michael J. Caliel
Independent Class II director at Orion Group Holdings (ORN) since January 2019; age 65 with four decades of public company operating and governance experience across industrial, energy and infrastructure sectors. He serves on the Audit and Compensation Committees, and the Board has affirmatively determined he is independent under NYSE rules. He is Executive Chairman of Team, Inc. (NYSE: TISI). Director term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Team, Inc. (NYSE: TISI) | Executive Chairman | Current | Executive leadership of asset performance services provider |
| PLH Group (private) | Board Chair; Compensation Committee member | 2019–2022 | Governance and compensation oversight at specialty contractor |
| DBi Services (private) | Lead Operating Director | Former | Operating oversight at infrastructure services firm |
| FCX Performance (private) | Independent Director | Former | Board service at process flow control provider |
| Layne Christensen (NASDAQ: LAYN) | President, CEO, Director | 2015–June 2018 (merged into Granite Construction) | Led water/infrastructure company through sale to Granite |
| Invensys Operations Management (division of Invensys PLC) | President & CEO | 2011–2014 (pre-Schneider acquisition) | Led global technology/software/consulting division |
| Integrated Electrical Services (NASDAQ: IESC) | President, CEO, Director | 2006–2011 | Led national electrical and comms infrastructure provider |
External Roles
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Team, Inc. | NYSE: TISI | Executive Chairman | Only current public board per ORN’s board matrix |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member). Not a chair.
- Independence: Board determined Caliel and all Audit/Compensation Committee members meet NYSE and SEC independence standards.
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; all then-current directors attended the 2024 annual meeting. Non-management directors meet in regular executive sessions.
- Tenure/class: Director since 2019; Class II; term expires 2027.
- Majority voting policy for directors in uncontested elections; resignations expected if a nominee fails to receive more “For” than “Against.”
Fixed Compensation
| Component | 2024 Amount/Structure | Source |
|---|---|---|
| Fees earned in cash (Caliel) | $88,118 | |
| Standard board retainer | $90,000 annual cash retainer | |
| Committee chair fee | $15,000 per chair (Caliel is not a chair) | |
| Board chair additional cash fee | $100,000 (not applicable to Caliel) | |
| Meeting fees | None disclosed |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Grant-Date Fair Value | Notes |
|---|---|---|---|---|
| Annual director equity (all non-employee directors) | 2024-05-16 | 10,695 common shares | $100,000 | Standard director grant; reported in director comp table |
| Form 4 award (director grant) | 2025-05-15 | 11,481 common shares | Price $8.71 (per share) | Post-transaction ownership 207,176 shares; SEC filing link: https://www.sec.gov/Archives/edgar/data/1402829/000141588925013655/0001415889-25-013655-index.htm |
Notes:
- Vesting terms for director equity not specified in proxy; company grants equity annually to directors and increased grant value from $90k to $100k in 2024.
Other Directorships & Interlocks
| Type | Detail | Potential Interlock Consideration |
|---|---|---|
| Current public board | Executive Chairman, Team, Inc. (NYSE: TISI) | Team, Inc. is included in ORN’s 2024/2025 compensation/performance peer group used for benchmarking and PSU relative TSR; Caliel is an ORN Compensation Committee member. This may be perceived as a potential interlock risk when peer groups influence compensation or performance measurement; ORN uses independent consultant Meridian and Committee oversight to mitigate. |
Expertise & Qualifications
- NACD Certified Director; former NACD Governance Fellow.
- Extensive CEO/board experience in industrial/infrastructure, M&A, international operations, strategy, and finance.
- Board matrix highlights strategic planning, industry relevance, technology/cyber awareness, governance competence among competencies attributed to the board including Caliel.
Equity Ownership
| As-Of Date | Beneficial Ownership (Common) | % Outstanding | Source |
|---|---|---|---|
| Record Date (2025-03-21) | 195,695 shares | <1% | |
| After 2025 director grant (2025-05-15) | 207,176 shares | n/a | https://www.sec.gov/Archives/edgar/data/1402829/000141588925013655/0001415889-25-013655-index.htm |
Additional alignment and policy signals:
- Stock ownership guidelines: Directors required to hold stock equal to 3.0x annual board retainer; as of 2024 year-end, all non-employee directors were in compliance or within five-year grace period.
- Company prohibits hedging and pledging of Company stock; compensation subject to clawback.
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Filing Link |
|---|---|---|---|---|---|
| 2025-05-15 | Award (A) | 11,481 | $8.71 | 207,176 | https://www.sec.gov/Archives/edgar/data/1402829/000141588925013655/0001415889-25-013655-index.htm |
| 2024-05-16 | Award (A) | 10,695 | $9.35 | 195,695 | https://www.sec.gov/Archives/edgar/data/1402829/000141588924013798/0001415889-24-013798-index.htm |
| 2024-03-07 | Open-market Purchase (P) | 4,578 | $7.18 | 185,000 | https://www.sec.gov/Archives/edgar/data/1402829/000141588924007196/0001415889-24-007196-index.htm |
| 2024-03-06 | Open-market Purchase (P) | 2,430 | $7.07 | 180,422 | https://www.sec.gov/Archives/edgar/data/1402829/000141588924007196/0001415889-24-007196-index.htm |
| 2023-05-18 | Award (A) | 34,091 | $0.00 | 177,992 | https://www.sec.gov/Archives/edgar/data/1402829/000141588923008446/0001415889-23-008446-index.htm |
Interpretation:
- Net buyer: Caliel made open-market purchases in March 2024 and continues to receive annual director equity, increasing alignment. [links above]
Director Compensation (2024)
| Name | Cash Fees | Stock Compensation | Total |
|---|---|---|---|
| Michael J. Caliel | $88,118 | $100,000 | $188,118 |
| Program structure (all non-employee directors) | $90,000 board retainer; $15,000 per committee chair; $100,000 annual equity grant; $100,000 additional cash fee for Board Chair; no meeting fees disclosed | — | — |
Year-over-year changes (effective May 2024): cash retainer +$5,000; board chair fee +$5,000; committee chair fee +$5,000; equity grant +$10,000.
Governance Assessment
Strengths
- Independence and committee roles: Independent director sitting on Audit and Compensation, reinforcing financial oversight and pay governance.
- Attendance and engagement: Board met 6 times; directors ≥75% attendance; regular executive sessions; all directors attended 2024 annual meeting.
- Pay-for-performance culture and shareholder support: 2024 say-on-pay approval 97.4%. Clawback policy; no hedging/pledging; robust ownership guidelines (3x retainer for directors).
- No related party transactions since Jan 1, 2024.
Watch items / potential risks
- Interlock perception: Caliel is Executive Chairman of Team, Inc., which ORN includes in its compensation/performance peer group (used for benchmarking and PSU relative TSR). As a member of ORN’s Compensation Committee, this could draw scrutiny on peer selection and benchmarking objectivity; mitigants include use of independent consultant (Meridian) and full Committee oversight.
- Board is classified (staggered), which some investors view as reducing accountability; majority voting policy partially mitigates.
Signals for investor confidence
- Insider alignment: Open-market purchases (March 2024) and continued equity grants suggest ongoing alignment with shareholders.
- Governance practices: Independent board committees, regular evaluations, clear director nomination standards, and established stockholder communication channels.
RED FLAGS
- None disclosed for related-party dealings, hedging/pledging, tax gross-ups, or option repricing.
Appendix: Board & Committee Snapshot (for context)
| Attribute | Detail |
|---|---|
| Independence | Caliel independent; all Audit and Compensation members meet heightened independence standards. |
| Audit Committee | 4 independent directors; Chair is financial expert; Caliel is a member. |
| Compensation Committee | 3 independent directors; Caliel is a member; chaired by Margaret M. Foran. |
| Board Meetings (2024) | Six meetings; ≥75% attendance by each director; executive sessions held regularly. |
| Director Since / Age | Director since 2019; age 65; Class II; term expires 2027. |
Say-on-Pay and Shareholder Feedback
- 2024 say-on-pay support: 97.4%.
Stock Ownership Guidelines
- Directors: 3x annual retainer; compliance or within grace period as of 12/31/2024.