Quentin Smith Jr.
About Quentin P. Smith, Jr.
Independent Class II director at Orion Group Holdings (ORN); age 73; appointed January 2022 with current term expiring at the 2027 annual meeting . He is independent under NYSE standards and serves on the Audit and Compensation Committees; appointed to both committees on March 24, 2022 . Background spans 40+ years across strategic planning, business development, and operations; founder and President of Cadre Business Advisors; prior roles include Partner-in-Charge of Arthur Andersen’s Desert Southwest business consulting practice and Chairman/CEO of Denver Group Holdings/Data Line Holdings . The Board’s skills matrix flags him for strategic planning, accounting/finance, corporate governance, technology, and audit committee financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadre Business Advisors, LLC | Founder and President | Not disclosed | Strategic planning, performance improvement, capital formation focus |
| Arthur Andersen (Desert Southwest) | Partner-in-Charge, Business Consulting | Not disclosed | Led regional consulting practice |
| Denver Group Holdings / Data Line Holdings | Chairman & CEO | Through company sale (date not disclosed) | Led largest independent information processing service bureau in Western U.S. at acquisition |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Banner Health | Director | Private/nonprofit | Current | Board service disclosed |
| Employee Solutions, Inc. | Chairman of the Board | Public (former; acquired) | Prior | Company acquired; prior public board |
| iCrossing, Inc. | Chairman of the Board | Private (acquired) | Prior | Company acquired |
| STORE Capital | Director | Public | Prior | Prior public board service |
| Arizona Public Service Company | Director | Public (as described in filing) | Prior | Listed as publicly traded in filing |
| Other current public boards | — | — | — | Board matrix shows 0 other current public boards |
Board Governance
- Committees: Audit Committee member; Compensation Committee member . Audit Committee met 4 times in 2024; Compensation Committee met 5 times in 2024 .
- Independence: Board affirmed Smith (and all Audit/Comp members) meet NYSE and SEC independence standards, including heightened standards for Audit/Comp committees .
- Attendance/Engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings and all then-current directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session regularly at both the beginning and end of scheduled Board meetings; committees also reserve time without management .
- Skills/Qualifications: Matrix flags “Audit Committee Financial Expert,” Strategic Planning, Accounting/Finance, Corporate Governance, Technology (e.g., AI/Cybersecurity) for Smith .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned | $88,118 | Includes pro-rated retainer and any applicable fees |
| Equity grant (grant-date fair value) | $100,000 | 10,695 shares granted on May 16, 2024; ASC 718 valuation |
| Total | $188,118 | Sum of cash and equity |
Director fee schedule (effective May 2024):
- Annual Board cash retainer: $90,000; Chairman additional: $100,000; Committee chair additional: $15,000; Annual equity grant: $100,000 .
- 2024 changes (signal): cash retainer +$5,000; chair fee +$5,000; committee chair fee +$5,000; equity grant +$10,000; calibrated to market median with Meridian as independent advisor .
Performance Compensation (Structure and Metrics)
| Element | Design | Metrics | Vesting |
|---|---|---|---|
| Annual director equity | Fixed-value equity grant | Not disclosed for directors | Not disclosed; 10,695 shares granted 5/16/2024 |
- The filing describes director compensation as a mix of cash and equity; it does not disclose performance-based metrics tied to director pay (equity is presented as a fixed-value award) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (per matrix: “# of other current public boards” = 0) |
| Other audit committees of public companies | None (per matrix: 0) |
| Notable prior public boards | STORE Capital; Arizona Public Service Company (as described in filing) |
| Nonprofit/private boards | Banner Health (current); Employee Solutions (former, public/acquired); iCrossing (former, private/acquired) |
Expertise & Qualifications
| Capability | Evidence |
|---|---|
| Audit Committee Financial Expert | Indicated in Board skills matrix; also serves on Audit Committee |
| Strategic Planning & Operations | 40+ years across multiple industries; Cadre Business Advisors founder |
| Accounting/Finance | Matrix attribution; senior roles overseeing consulting/business performance |
| Corporate Governance | Matrix attribution; multi-board experience |
| Technology | Matrix includes technology competency (e.g., AI/cybersecurity) |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Quentin P. Smith, Jr. | 89,873 | <1% | Beneficial ownership includes time-based restricted stock with voting rights |
| Shares outstanding (record date context) | 38,835,232 | — | Shares outstanding on record date for the 2025 meeting |
Stock ownership alignment policies:
- Director stock ownership guideline: 3.0x annual Board retainer; five-year compliance window; as of 12/31/2024, all non-employee directors were compliant or within grace period .
- Hedging/pledging: Prohibited for officers, directors, and employees .
Governance Assessment
-
Strengths
- Independence and committee composition: Smith is independent; Audit/Comp committees comprised exclusively of independent directors with heightened standards met .
- Engagement: ≥75% attendance; participation on two key committees; Board and committees meet regularly with executive sessions without management .
- Skills coverage: Matrix designates Smith with audit, finance, strategy, governance, and technology competencies; enhances committee effectiveness .
- Alignment policies: Robust ownership guidelines; anti-hedging/anti-pledging; clawback policy for incentive compensation; no tax gross-ups; double-trigger vesting on change of control (program-level practices) .
- Pay calibration: Director fees and equity benchmarked with independent consultant (Meridian) and adjusted toward market median—supports recruitment/retention without excessive guaranteed pay .
-
Watch items
- Director equity grant design lacks disclosed performance linkage (common for small-cap boards but reduces explicit pay-for-performance in director pay) .
- Prior public company directorships span industries (STORE Capital; Arizona Public Service Company), but no current public board interlocks; continue monitoring for potential customer/supplier overlaps—none disclosed as related-party transactions .
-
RED FLAGS
- None identified in the filing period: No related-party transactions since Jan 1, 2024; hedging/pledging prohibited; strong say-on-pay support (97.4% in 2024) indicating investor confidence in compensation governance .
Context: Board met 6 times in 2024; Audit 4; Compensation 5; all directors met minimum attendance; Smith’s term ends in 2027, providing continuity on key oversight committees .
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