Thomas Amonett
About Thomas N. Amonett
Independent director of Orion Group Holdings, Inc. (Class I), age 81, serving since 2007. He is Chair of the Nominating & Governance Committee and a member of the Audit Committee, and is designated an NACD Board Leadership Fellow with extensive CEO and corporate governance experience across chemicals and energy services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Athlon Solutions LLC | President & CEO | Apr 2013 – May 2018 | Led specialty chemicals/services business to refining & petrochemicals |
| Champion Technologies, Inc. | President, CEO & Director | Nov 1999 – Apr 2013 | Grew specialty chemicals/services for oil & gas |
| Bristow Group Inc. (public) | Director; Executive Vice Chairman; Chair, Compensation; Audit Committee member | 2006 – 2019 | Executive vice chair; chaired comp; served on audit |
| Hercules Offshore, Inc. (public) | Director; Chair, Nominating & Governance | Jul 2007 – Nov 2015 | Led governance oversight |
| Ergon, Inc. (private) | Chairman of the Board | Previously served | Governance leadership at private energy company |
| T. F. Hudgins Incorporated; Modumetal, Inc. (private) | Director | Previously served | Board oversight and governance |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Other current public company boards | — | Current | None (matrix shows 0 other current public boards; 0 other audit committees) |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit .
- Independence: Board affirmatively determined Amonett is independent under NYSE rules; all committee members meet heightened independence standards .
- Attendance & engagement: Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings; all then-current directors attended the 2024 Annual Meeting; non-management directors hold regular executive sessions .
- Board tenure and structure: Director since 2007; classified board; majority voting policy in uncontested elections; separate Chair (Shanfelter) and CEO roles .
Fixed Compensation
| Year | Cash Fees | Equity Grant (Grant date shares/fair value) | Total |
|---|---|---|---|
| 2024 | $101,236 | 10,695 shares granted May 16, 2024; $100,000 grant date fair value | $201,236 |
Director fee schedule (2024): annual Board cash retainer $90,000; Board Chair additional $100,000; Committee chair additional $15,000; annual director equity grant $100,000 (increased in 2024 vs. 2023 per Compensation Committee and Meridian benchmarking) .
Performance Compensation
- ORN does not disclose performance-based metrics for director compensation; non-employee directors received annual grants of common stock (no options), with grant-date fair value of $100,000 in 2024 .
| Equity Award | Grant Date | Shares | Grant-Date Fair Value |
|---|---|---|---|
| Annual director stock grant | May 16, 2024 | 10,695 | $100,000 |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Link |
|---|---|---|
| Bristow Group Inc. | Amonett: Director/Executive Vice Chairman (2006–2019) | ORN EVP & General Counsel E. Chipman Earle previously GC/CCO at Bristow (prior to ORN); historical network tie, not a current related-party transaction |
Expertise & Qualifications
- Extensive CEO and board leadership experience in industrials/energy services; broad operational and financial expertise .
- Audit committee financial expert designation per Board matrix .
- NACD Board Leadership Fellow designation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Thomas N. Amonett | 276,464 | <1% | Includes time-based restricted stock with voting rights prior to vesting |
Stock ownership guidelines: Directors must hold stock equal to 3.0x annual Board retainer; as of Dec 31, 2024, all non-employee directors were in compliance or within the 5-year grace period . Hedging and pledging of Company stock are prohibited; equity and cash incentive compensation subject to clawback .
Governance Assessment
- Committee leadership and independence: As Chair of Nominating & Governance and Audit member, Amonett contributes to independent oversight of director nominations, governance practices, and financial reporting; Board confirms committee independence and skills coverage, including audit financial expertise .
- Engagement and process quality: Documented attendance, regular executive sessions, majority voting policy, and separation of Chair/CEO roles support board effectiveness and investor confidence .
- Compensation alignment signals: Director pay mix balanced between fixed cash and equity; policy framework emphasizes no tax gross-ups, no option repricing, anti-hedging/anti-pledging, and clawbacks; strong 2024 say‑on‑pay support (97.4%) reflects investor approval of compensation governance more broadly .
- Watchpoints: Long tenure (since 2007) and advanced age (81) may heighten refresh/succession considerations; offset by ongoing committee leadership and disclosed independence status .
RED FLAGS observed: None disclosed regarding related-party transactions in 2024; anti‑hedging/pledging policy in place; majority voting for director elections in uncontested settings .