Travis Boone
About Travis Boone
Travis J. Boone (age 51) is President and CEO of Orion Group Holdings (appointed September 12, 2022) and a Class I director since November 2022, with 23 years at AECOM culminating as Chief Executive of the West Region; he is a Professional Engineer and a Board of Certified Safety Professionals Safety Trained Supervisor, and a member of the Citizen Potawatomi Nation . Under Boone’s tenure, Orion’s cumulative shareholder return (value of $100) improved from $48 in 2022 to $100 in 2023 and $148 in 2024, while Adjusted EBITDA increased from $23M (2022) to $24M (2023) and $42M (2024); 2024 GAAP net loss was $(2)M . The Board separates the Chair and CEO roles; Boone is not independent (as a management director) and does not serve on Board committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AECOM (West Region) | Chief Executive; prior roles from entry-level bridge engineer to multiple positions over 23 years | ~1999–2022 (23 years) | Led a large multidisciplinary business in engineering/construction across the West Region |
| Various construction companies | Various roles (pre-AECOM) | n/d | Early operating experience in construction prior to AECOM |
External Roles
| Organization/Category | Role | Years | Strategic impact |
|---|---|---|---|
| Industry boards (various) | Member | n/d | Broadened industry networks and governance exposure |
| Professional credential | Professional Engineer; BCSP Safety Trained Supervisor (STS) | n/d | Technical and safety leadership credentials |
Fixed Compensation
- 2024 base salary: increased from $750,000 to $800,000 effective March 2024; 2025 approved at $840,000 effective April 2025 . Target annual bonus remains 100% of base salary .
| Year | Base Salary ($) | Target Bonus (% of salary) |
|---|---|---|
| 2023 | 750,000 | 100% |
| 2024 | 800,000 | 100% |
| 2025 (approved) | 840,000 | 100% |
- Perquisites in 2024: Auto allowance $8,654; PTO payout $48,786; 401(k) match $13,800; medical expense reimbursement plan premiums $17,640 .
Performance Compensation
- Annual bonus design (2024): 70% Adjusted EBITDA; 30% Strategic Objectives . Outcome: Adjusted EBITDA $41.9M vs $46.4M target (75.8% factor); strategic goals achieved (bonding capacity, talent, equipment) contributed to final CEO payout factor of 86% and bonus paid $688,516 .
| Metric | Weight | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 70% | 37.1 | 46.4 | 69.6 | 41.9 (75.8% of target) |
| Strategic Objectives | 30% | n/a | n/a | n/a | Executed bonding/talent/equipment priorities |
| CEO payout | — | — | — | — | 86% factor; $688,516 bonus |
- Long-term incentives: Shifted mix toward performance in 2024 (60% PSUs / 40% Restricted Shares vs historical 40%/60%); PSUs cliff vest after 3 years . 2024 PSU metrics: 50% ROIC (absolute) and 50% Relative TSR vs peer group through 12/31/2026 . 2023 PSU design: 25% ROIC and 75% stock price hurdle of ≥$6 for 20 consecutive trading days at period end (3-year cliff) . 2025 target LTI: PSUs with 50% Adjusted EBITDA and 50% Relative TSR plus restricted stock (1/3 annual vest over 3 years) .
| Grant Year | Award Type | Shares/Target | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | PSUs | 120,453 target | Cliff vest at end of 3-year period | 50% ROIC; 50% Relative TSR vs peer group (to 12/31/2026) |
| 2024 | Restricted Shares | 80,302 | 1/3 vest on 3/20/2025, 3/20/2026, 3/20/2027 | Time-based |
| 2023 | PSUs | 241,636 target (market value shown) | 3-year cliff | 25% ROIC; 75% stock price ≥$6 for 20 consecutive trading days at end |
- CEO Summary Compensation (SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 216,346 | 750,000 | 800,000 |
| Non-Equity Incentive ($) | — | 750,000 | 688,516 |
| Equity Awards ($) | 1,200,000 | 650,000 | 2,031,236 |
| All Other Comp ($) | 5,708 | 277,710 | 88,880 |
| Total ($) | 1,610,054 | 2,427,710 | 3,608,632 |
Equity Ownership & Alignment
- Beneficial ownership: 556,528 shares (1.4% of outstanding) as of record date; directors and executives (9) own 5.9% in aggregate . CEO receives no additional director compensation .
| Ownership metric | Value |
|---|---|
| Shares beneficially owned | 556,528 |
| % of shares outstanding | 1.4% (out of 38,835,232) |
| Director pay (incremental) | None; paid solely as CEO |
- Outstanding unvested awards at 12/31/2024:
| Grant | Type | Unvested Shares | Market Value ($) at $7.33 |
|---|---|---|---|
| 8/15/2022 | Time-based Restricted | 148,697 | 1,089,949 |
| 3/29/2023 | PSUs (target) | 241,636 | 1,771,192 |
| 3/20/2024 | Time-based Restricted | 80,302 | 588,614 |
| 3/20/2024 | PSUs (target) | 120,453 | 882,920 |
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Vesting schedule and potential selling pressure:
- 2024 restricted shares vest 1/3 on 3/20/2025, 3/20/2026, 3/20/2027 (26,767 shares per tranche), potentially increasing supply around those dates .
- 2022 restricted shares vest in equal thirds annually; one-third vested 8/15/2024 (148,699 shares vested for Boone in 2024) with $1,073,607 value realized; final third expected 8/15/2025, subject to service .
- PSUs cliff vest after 3 years, contingent on ROIC/Relative TSR (2024 grant through 12/31/2026) and ROIC/stock-price hurdle (2023 grant) .
-
Alignment safeguards:
- Stock ownership guidelines: CEO 3x salary; compliance status: all directors and executive officers either in compliance or within the 5-year grace period as of 12/31/2024 .
- Anti-hedging/anti-pledging; clawback applies to equity and cash incentive compensation .
Employment Terms
- Employment agreement through September 2026; includes severance protections; no excise tax gross-ups .
- Non-compete and non-solicitation apply for periods specified; confidentiality has no time limit .
| Scenario (assumed 12/31/2024, current salary) | Cash Severance | Bonus/Other | Benefits/Perqs | Equity Treatment | Total |
|---|---|---|---|---|---|
| Involuntary termination without cause or for good reason (no change of control protection period) | 800,000 | — | Car $15,000; Health $30,000 | — | 845,000 |
| Involuntary termination without cause or for good reason during change-of-control protection period (double trigger) | 2,400,000 (36 months salary) | 2,400,000 (3× most recent bonus) | Car $45,000; Health $90,000 | Unvested restricted shares & PSUs: $4,332,675 (at $7.33) | 9,267,675 |
- Equity grant practices: Annual grants typically in March; uses 10-day average price to reduce volatility; no stock options currently granted .
Board Governance and Director Service
- Board service: Director since 2022 (Class I); term expires 2026 . Not independent (as CEO); committees are composed exclusively of independent directors; Boone is not listed as a member on Audit, Compensation, or Nominating & Governance .
- Board leadership: Separate Chair (Austin J. Shanfelter) and CEO roles to provide oversight; non-management directors meet in regular executive sessions .
- Attendance: Board held six meetings in 2024; each director attended ≥75% of their meetings; all directors attended the 2024 Annual Meeting .
Compensation Governance, Peer Benchmarking, and Say-on-Pay
- Peer groups:
- 2023/2024 benchmarking and Relative TSR used a 16-company cross-industry engineering/construction peer set .
- In late 2024, the Compensation Committee approved a focused 10-company engineering & construction peer group for 2024/2025 benchmarking and 2025 PSU performance .
- Program design changes: Increased emphasis on PSUs (60%) in 2024 to strengthen pay-for-performance alignment .
- Say-on-Pay: 97.4% support at 2024 annual meeting; Company holds annual Say-on-Pay votes (next frequency vote in 2029) .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR (value of $100) | 118 | 48 | 100 | 148 |
| Net Income (Loss) $MM | (15) | (13) | (18) | (2) |
| Adjusted EBITDA $MM | 17 | 23 | 24 | 42 |
- 2024 bonus plan context: Adjusted EBITDA target $46.4M vs actual $41.9M; strategic objectives achieved; CEO payout 86% .
Risk Indicators & Red Flags
- Clawback policy; no hedging or pledging; double-trigger equity vesting on change of control; no tax gross-ups .
- Related party transactions: None since January 1, 2024 .
- Insider trading policy: Prohibits trading on MNPI, short selling, options, hedging; applies to company securities and MNPI of other companies .
Director Compensation (as it pertains to Boone)
- Boone receives no additional compensation for Board service beyond his executive pay; non-employee director fee schedule includes $90,000 cash retainer, $100,000 equity grant, and chair fees, but these do not apply to Boone .
Investment Implications
- Pay-for-performance alignment improved in 2024 with a higher PSU mix (60%) and rigorous multi-year metrics (ROIC and Relative TSR), which ties CEO realizable pay to value creation and market-relative performance .
- Near-term vesting events (8/15/2025 final tranche of 2022 RS; 3/20/2025 first tranche of 2024 RS) and potential 2023/2024 PSU cliffs can create episodic selling pressure; anti-hedging/pledging policies mitigate risk of misalignment .
- Strong 2024 Say-on-Pay support (97.4%) and separation of Chair/CEO roles support governance quality; Boone’s non-independence is standard for a sitting CEO and committees remain fully independent .
- Retention risk appears moderated by meaningful unvested equity and robust change-of-control protections (3× salary and last bonus, double trigger), but those CIC terms could be a consideration for M&A outcomes and dilution/accelerated vesting scenarios .