DEF 14A of Orion Properties Inc.
Filed Mar 22, 2024 · FY20230001873923-24-000041
May 15, 2024
May 15, 2024 The Annual Meeting will be held on May 15, 2024 at 11:30 A.M. (Eastern Time). The Annual Meeting will be held in a virtual-only format. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2024 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the virtual Annual Meeting. WAYS TO VOTE
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| | ONLINE | | PHONE | | MAIL | | www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | | 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | | Send to Vote Processing Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to: Vote Processing c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. | |
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| 2024 Proxy Statement | 1 | Orion Office REIT Inc. |
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VOTING MATTERS
May 15, 2024
| Proposal | | Board Recommendation | Page Reference | | 1 | Elect the five director nominees described in this proxy statement to serve on the Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify; | “FOR” the election of the director nominees to serve on the Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify | 9 | | 2 | Ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and | “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | 28 | | 3 | Consider and act on such matters as may properly come before the Annual Meeting and any adjournment thereof. The Board of Directors does not know of any matters that may be considered at the Annual Meeting other than the matters set forth above. | | |
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QUESTIONS If you have questions regarding voting by proxy or authorizing a proxy by telephone or via the Internet to vote your shares that are not answered below, please contact Broadridge Financial Solutions, Inc. at (800) 690-6903. PORTFOLIO HIGHLIGHTS
May 15, 2024
| 75 Wholly-Owned Properties | 6 Unconsolidated JV Properties | 8.9 million Rentable Square Feet(1) |
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| 80.4% Occupancy Rate(2) | 70.6% Investment Grade Tenancy(3) | 4.0 Years Weighted Average Remaining Lease Term(4) |
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(1)“Rentable Square Feet” is leasable square feet of all properties owned and consolidated by the Company as of December 31, 2023 and the Company's pro-rata share of leasable square feet of properties owned by our unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC (the “Unconsolidated JV”). (2)“Occupancy Rate” equals the sum of “Leased Square Feet” divided by Rentable Square Feet and includes the Company's pro-rata share of such amounts related to the Unconsolidated JV, in each case, as of December 31, 2023. “Leased Square Feet” is Rentable Square Feet leased and includes such amounts related to the Unconsolidated JV. Adjusted for properties that were under agreements to be sold, the Company’s Occupancy Rate was 87.2% as of December 31, 2023.
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| 2024 Proxy Statement | 2 | Orion Office REIT Inc. |
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(3)“Investment-Grade Tenants” are those with a Standard & Poor’s credit rating of BBB- or higher or a Moody’s credit rating of Baa3 or higher. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. (4)“Weighted Average Remaining Lease Term” is the number of years remaining on each respective lease as of December 31, 2023, weighted based on “Annualized Base Rent” and includes the years remaining on each of the respective leases of the Unconsolidated JV, weighted based on the Company's pro rata share of Annualized Base Rent related to the Unconsolidated JV. “Annualized Base Rent” is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of December 31, 2023, multiplied by 12, including the Company's pro-rata share of such amounts related to the Unconsolidated JV. Annualized Base Rent is not indicative of future performance.
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| 2024 Proxy Statement | 3 | Orion Office REIT Inc. |
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| | | | Proxy Statement For the 2024 Annual Meeting | |
May 15, 2024
The accompanying proxy card, together with this proxy statement and our 2023 Annual Report, is solicited by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Orion Office REIT Inc., a Maryland corporation (the “Company”), for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms refer to the Company, and references in this proxy statement to “you” refer to the stockholders of the Company. This proxy statement and our 2023 Annual Report have either been made available to you on the Internet or mailed to you. Mailing to our stockholders commenced on or about March 22, 2024. ABOUT THE COMPANY The Company is an internally-managed real estate investment trust (“REIT”) engaged in the ownership, acquisition and management of a diversified portfolio of office buildings in high-quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy tenants. Our portfolio is comprised of traditional office buildings, as well as governmental office, medical office, office/laboratory, office/research, and office/flex properties. As of December 31, 2023, the Company’s portfolio consisted of 75 office properties totaling approximately 8.7 million total leasable square feet located across 29 states. The Company was initially formed as a wholly-owned subsidiary of Realty Income Corporation (“Realty Income”). Following completion of the merger transaction involving Realty Income and VEREIT, Inc. (“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (collectively, the “Separation”) to the Company and its operating partnership, Orion Office REIT LP. On November 12, 2021, following the Separation, Realty Income effected a special distribution to its stockholders of all of the outstanding shares of common stock of the Company (the “Distribution”). Following the Distribution, the Company has been operating as an independent publicly traded company, and the Company has elected to be taxed as a REIT, commencing with its initial taxable year ending December 31, 2021. The Company is a publicly traded Maryland corporation listed on the New York Stock Exchange under the ticker symbol “ONL.” The mailing address of our principal executive offices is 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, we provide in this proxy statement the specified scaled disclosure permitted under applicable federal securities laws. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency that such votes must be conducted. We will cease to be an emerging growth company on the date that is the earliest of: (i) the last day of the fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) December 31, 2026, or the last day of our fiscal year following the fifth anniversary of the date of the Distribution; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the U.S. Securities and Exchange Commission (the “SEC”).
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| 2024 Proxy Statement | 4 | Orion Office REIT Inc. |
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
May 15, 2024
| Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials? | | As permitted by rules adopted by the SEC, we are making this proxy statement and our 2023 Annual Report available to our stockholders electronically via the Internet. On or about March 22, 2024, we began mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our 2023 Annual Report online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this proxy statement and our 2023 Annual Report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 2023 Annual Report is not part of the proxy solicitation material. |
May 15, 2024
| Can I access the Notice, Proxy Statement and the 2023 Annual Report on the Internet? | | Yes, these materials are available on our website and can be accessed at www.proxyvote.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. |
May 15, 2024
| Who can vote at the Annual Meeting? | | The record date for the Annual Meeting is March 15, 2024. Only holders of shares of our common stock, par value $0.001 per share, at the close of business on March 15, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the record date, 55,844,420 shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting. |
May 15, 2024
| How many votes do I have? | | Each share of common stock has one vote on each matter considered at the Annual Meeting or any adjournment or postponement thereof. The proxy card shows the number of shares of common stock you are entitled to vote. |
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| 2024 Proxy Statement | 5 | Orion Office REIT Inc. |
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| How may I vote? | | If you are a “registered owner” or “record holder” (i.e., you hold your shares in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A.) or if you are a “beneficial owner” and your bank, broker or similar organization is the holder of your shares (i.e., your shares are held in “street name”), you may attend the Annual Meeting virtually and vote your shares during the Annual Meeting. If you attend the Annual Meeting and you submit your vote during the meeting, any previous votes that you submitted by mail or authorized via the Internet or by telephone will be superseded by the vote that you cast at the Annual Meeting. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2024 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Further instructions for voting can be obtained by calling Broadridge Financial Solutions, Inc. at (800) 690-6903. Stockholders may submit their votes by mail (if they have received a hard copy set of documents) by completing, signing, dating and returning their proxy card in the envelope enclosed with the mailing. Stockholders also have the following two options for authorizing a proxy to vote their shares: •via the Internet at www.proxyvote.com; or •by telephone to Broadridge Financial Solutions, Inc. For those who hold shares in their own name, by calling (800) 690-6903 and for shares held in “street name,” by calling (800) 454-8683. For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of authorizing a proxy that also provides cost savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by telephone prior to the date of the Annual Meeting, your proxy authorization is recorded immediately and there is no risk that postal delays will cause your vote by proxy to arrive late and, therefore, not be counted. For further instructions on authorizing a proxy to vote your shares, see the proxy card. If your shares are held in “street name,” you should instruct your bank, broker or other record holder how to vote your shares by following the voting instructions provided by such organization. If you do not give instructions to your bank, broker or record holder, such bank, broker or record holder will be entitled to vote your shares on routine items, but will not be permitted to do so on non-routine items. Your bank, broker or record holder will have discretion to vote on Proposal 2 (ratification of auditors) without any instructions from you, but such bank, broker or record holder will not have the ability to vote your uninstructed shares on Proposal 1 (election of directors) on a discretionary basis. Accordingly, if you hold your shares in “street name” and you do not instruct your bank, broker or other record holder how to vote on these proposals, such bank, broker or record holder cannot vote these shares and will report them as “broker non-votes,” meaning that no votes will be cast on your behalf for Proposal 1. |
May 15, 2024
| How will proxies be voted? | | Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If you are a registered stockholder and submit a properly executed proxy but do not indicate any voting instructions, the shares will be voted “FOR” the (i) election of the director nominees named in this proxy statement and (ii) ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. We are not currently aware of any matters to be presented at the Annual Meeting other than those described in this proxy statement. If any other matters not described in this proxy statement are properly presented at the Annual Meeting, any proxies received by us will be voted at the discretion of the proxy holders. |
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| 2024 Proxy Statement | 6 | Orion Office REIT Inc. |
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| How can I change my vote or revoke a proxy? | | You have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy via the Internet, by telephone or by mail to: Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, or (ii) by attending the Annual Meeting and voting during the meeting. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting. |
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| What vote is required to approve each item? | | A nominee for director shall be elected as a director only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee at the Annual Meeting at which a quorum is present. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required for ratifying the appointment of KPMG as the Company’s independent auditor for the fiscal year ending December 31, 2024. Abstentions and broker non-votes, if any, will have no effect on the outcome of Proposals 1 and 2. As noted above, brokers do not have discretionary authority to vote your shares on Proposal 1. Broker non-votes are not expected to result from Proposal 2 since as a beneficial owner, your bank, broker, or other record holder is permitted to vote your shares even if the bank, broker or record holder does not receive voting instructions from you. None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter. |
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| What constitutes a “quorum”? | | The presence at the Annual Meeting, in-person or represented by proxy, entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter, or 27,922,211 shares, will constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether there is a quorum. |
May 15, 2024
| What happens if a quorum is not present at the Annual Meeting? | | If a quorum is not present at the scheduled time of the Annual Meeting, the chairman of the meeting may adjourn the meeting to a later place, date or time until a quorum is present. The place, date and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be required unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting. |
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| 2024 Proxy Statement | 7 | Orion Office REIT Inc. |
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| Will you incur expenses in soliciting proxies? | | We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. We have retained Broadridge Financial Solutions, Inc., to aid in the mailing of proxy materials and tabulation and recording of votes. In addition, our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will request banks, brokers and other record holders to forward copies of the proxy materials to people on whose behalf they hold shares of common stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the SEC, we will reimburse such banks, brokers and other record holders for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of our common stock. |
May 15, 2024
| What does it mean if I receive more than one proxy card? | | Some of your shares may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts via the Internet or by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call us at 602-675-0338. Combining accounts reduces excess printing and mailing costs, resulting in cost savings that benefit you as a stockholder. |
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| What if I receive only one set of proxy materials although there are multiple stockholders at my address? | | The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering to that address a single proxy statement to those stockholders. This process is referred to as “householding.” The rules benefit both you and us. It reduces the volume of duplicate information you receive at your household and helps us reduce expenses. Some brokers household proxy materials, delivering a single proxy statement (including notice of annual meeting) and annual report to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Although the proxy materials may be householded, each account in a household will receive its own Notice and proxy card to vote. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If a single copy of the proxy statement (including notice of annual meeting) and annual report was delivered to your household and you wish to receive a separate copy of such materials, please notify us and we will promptly provide you with such copy. Additionally, if, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement (including notice of annual meeting) and annual report, or if you are receiving multiple copies of the proxy statement (including notice of annual meeting) and annual report and wish to receive only one copy, please notify your broker if your shares are held in a brokerage account, or notify us if you hold registered shares. You may notify us by calling us at 602-675-0338 or by mailing a request to us at 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016, Attention: Investor Relations. |
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| 2024 Proxy Statement | 8 | Orion Office REIT Inc. |
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| Proposal One Election of Directors |
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| The Board of Directors is responsible for monitoring and supervising the performance of our executive management team. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until their respective successor is duly elected and qualifies or until his or her earlier death, resignation or removal. The Company’s charter and bylaws provide that the number of directors shall not be less than the minimum number required by the Maryland General Corporation Law nor more than fifteen; provided, however, that the number of directors may be changed from time to time only by the Board of Directors. The number of directors on the Board is currently fixed at five. The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, proposes that the five nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for any substitute nominee, if any, who may be designated by the Board to replace that nominee. At this time, the Board of Directors does not know of any reason why any nominee would not be able to serve as a director. VOTE REQUIRED The election of each director nominee requires the affirmative vote of a majority of total votes cast for and against such nominee at the Annual Meeting at which a quorum is present. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee. The Company’s Director Resignation Policy (the “Resignation Policy”) requires a director who is nominated in an uncontested election but receives less than the affirmative vote of a majority of the total votes cast for and against such nominee in such election to immediately tender his or her resignation to the Board of Directors for its consideration, which shall be subject to, and effective upon, the Board of Directors’ acceptance of such resignation. The Resignation Policy generally provides that the Nominating and Corporate Governance Committee of the Board of Directors will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will then consider the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision to either accept | | | | | | VOTE | | | The Board of Directors unanimously recommends that the stockholders vote “FOR” each of Messrs. McDowell, Gilyard, Lieb, and Whyte and Dr. Allen to serve on the Board of Directors until the next annual meeting of stockholders and until a successor for each is duly elected and qualifies. | |
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| 2024 Proxy Statement | 9 | Orion Office REIT Inc. |
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or reject the resignation within 90 days from the date of certification of the election results. The director nominee whose resignation is being considered will not participate in the recommendation of the Nominating and Corporate Governance Committee of the Board or the decision of the Board of Directors as to whether to accept his or her resignation. An election will be considered “non-contested” for these purposes unless the Company has received proper notice of the intention of any stockholder separately to nominate a director for election at a meeting at which directors are to be elected and such nomination has not been withdrawn on or before the close of business on the tenth day before the date of filing by the Company of its definitive proxy statement for the meeting with the SEC and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting. DIRECTOR NOMINEES AND BUSINESS EXPERIENCE Our director nominees bring a variety of experiences, qualifications, attributes, and skills to our Board of Directors. The director nominee skills and experience matrix below is intended to highlight some of the key attributes that our Board of Directors has identified as being particularly valuable to assuring that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. More detail regarding each director nominee is provided in the applicable biography following the matrix. ORION BOARD MEMBERSHIP SKILLS AND DIVERSITY MATRIX
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| Experience, Skill or Characteristic | | McDowell | Gilyard | Allen | Lieb | Whyte | | | Public Company Board | | | | | | | | Executive Management | | | | | | | | Commercial Real Estate | | | | | | | | Strategic Planning | | | | | | | | Banking/Capital Markets | | | | | | | | Audit Committee Financial Expert | | | | | | | | Risk Management | | | | | | | | Cyber/Technology | | | | | | | | Environmental, Social and Governance | | | | | | | | Academia/Education | | | | | | | | Racial Diversity | | | | | | | | Gender Diversity | | | | | |
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| 2024 Proxy Statement | 10 | Orion Office REIT Inc. |
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Set forth below are the names, biographical information and positions each of the director nominees holds with the Company as of the date of this proxy statement.
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| | Paul H. McDowell CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR | | | Biography: Mr. McDowell serves as the Chief Executive Officer, President of the Company. Mr. McDowell previously served as VEREIT, Inc.’s (“VEREIT”) Executive Vice President and Chief Operating Officer from October 2015 until November 2021. He previously served as VEREIT’s Co-Head, Real Estate from January 2015 to September 2015 and VEREIT’s President, Office and Industrial Group from November 2013 until December 2014. Prior to joining VEREIT, Mr. McDowell was a founder of CapLease Inc. (“CapLease”), a publicly-traded net-lease REIT, where he served as Chief Executive Officer from 2001 to 2013 and as Senior Vice President, General Counsel and Secretary from 1994 until 2001. Mr. McDowell served on the CapLease Board of Directors from 2004 to 2013 and was elected Chairman of the Board in December 2007. He served on the Board of Directors of CapLease’s predecessor from 2001 until 2004. From 1991 until 1994, Mr. McDowell was corporate counsel for Sumitomo Corporation of America, the principal U.S. subsidiary of one of the world’s largest integrated trading companies. From 1987 to 1990, Mr. McDowell was an associate in the corporate department at the Boston law firm of Nutter, McClennen & Fish LLP. He previously served as a member of the Dean’s Advisory Council for Tulane University School of Liberal Arts. Education: Mr. McDowell received his Juris Doctor with honors from Boston University School of Law in 1987 and received a Bachelor of Arts from Tulane University in 1982. Skills and Qualifications: We believe that Mr. McDowell’s current role as our chief executive officer and president, as well as his extensive commercial real estate and REIT industry knowledge with significant focus in the net lease sector make him a valuable and well qualified member of the Board of Directors. | | Age: 63 Director Since: November 2021 Committees: None | |
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| 2024 Proxy Statement | 11 | Orion Office REIT Inc. |
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| | Reginald H. Gilyard NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS (INDEPENDENT DIRECTOR) | | | Biography: Mr. Gilyard serves as the Non-Executive Chairman of the Board of Directors and an Independent Director and the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Mr. Gilyard is a Senior Advisor at the Boston Consulting Group, Inc. (“BCG”) where he is a recognized leader in strategy development and execution (2017-present). Prior to this role, Mr. Gilyard served as Dean of the Argyros School of Business and Economics at Chapman University (2012-2017). Under Mr. Gilyard’s leadership, the school significantly increased its national rankings at the undergraduate and graduate levels. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG where he led national and multi-national engagements with large corporations in strategy, M&A, and business transformation (1996-2012). Prior to BCG, Mr. Gilyard served nine years in the U.S. Air Force as a Program Manager, and was then promoted to Major in the U.S. Air Force Reserve where he served for an additional three years. Mr. Gilyard offers valuable knowledge regarding strategy development and execution, having worked with management teams and boards to develop and implement successful strategies for over 20 years. His extensive consulting experience includes leading national and multi-national strategic engagements, pre and post M&A activity, and business transformation. Education: Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology, and an M.B.A. from Harvard Business School. Current Public Company Directorships: Mr. Gilyard currently serves on the board of directors of First American Financial Corporation (NYSE: FAF) (2017 - present), CBRE Group Inc. (NYSE: CBRE) (2018 - present), and Realty Income Corporation (NYSE: O) (2018 - present). Skills and Qualifications: We believe Mr. Gilyard’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience in leadership and strategy development and execution, make him a valuable and well qualified member of the Board of Directors. | | Age: 60 Director Since: November 2021 Committees: •Nominating and Corporate Governance (Chair) •Compensation | |
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| 2024 Proxy Statement | 12 | Orion Office REIT Inc. |
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| | Kathleen R. Allen INDEPENDENT DIRECTOR | | | Biography: Dr. Allen serves as an Independent Director at Orion and a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Dr. Allen is also Professor Emerita at the Marshall School of Business and the founding director of the Center for Technology Commercialization at the University of Southern California (1991- 2016). She was the co-founder and chairwoman of Gentech Corporation (1994 - 2004) and in 2006 co-founded and became the Chief Executive Officer and served on the board of directors of N2TEC Institute, a nonprofit company focused on technology commercialization in rural America, until it completed its mission in 2013. She served on the board of directors of Realty Income Corporation (NYSE: O) from 2000 to 2022. Dr. Allen has co-founded four private companies, is currently a principal and on the board of directors of a real estate investment and development company, and serves on the board of advisors for a life science company in clinical trials. She was a Visiting Scholar at the Department of Homeland Security, where she advised on issues related to technology deployment, including cybersecurity. She has also worked with many startups and established companies to develop effective leadership and team building skills. She is the author of 15 books in the field of entrepreneurship and technology commercialization, a field in which she is considered an expert. Education: Dr. Allen holds a B.A. from California State University, a M.A. from University of California Los Angeles, an MBA from California State University, and a PhD from the University of Southern California. Skills and Qualifications: We believe that Dr. Allen’s academic experience and her experience as a founder, director and advisor of the companies and organizations described above make her a valuable and well qualified member of the Board of Directors. | | Age: 78 Director Since: November 2021 Committees: •Audit •Compensation •Nominating and Corporate Governance | |
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| 2024 Proxy Statement | 13 | Orion Office REIT Inc. |
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| | Richard J. Lieb INDEPENDENT DIRECTOR | | | Biography: Mr. Lieb serves as an Independent Director at Orion and the Chair of the Audit Committee. Mr. Lieb previously served as a Senior Advisor of Greenhill & Co., LLC (“Greenhill”), a publicly traded independent investment banking firm which he joined in 2005, from January 2019 until his retirement in July 2023. From 2012 until January 2019, he served as Managing Director and Chairman of Real Estate at Greenhill. He previously served as Greenhill’s Chief Financial Officer from 2008 to 2012 and also served as a member of the firm’s Management Committee from 2008 to 2015. Mr. Lieb also served during his tenure at Greenhill as head of the firm’s Restructuring business and as head of North American Corporate Advisory. Prior to joining Greenhill in 2005, Mr. Lieb spent more than 20 years with Goldman Sachs & Co., where he headed that firm’s Real Estate Investment Banking Department from 2000 to 2005. In June 2018, Mr. Lieb became an Advisory Director for Domio, Inc., a private technology enabled hotel startup company, a position he no longer holds. Overall, Mr. Lieb has more than 35 years of experience focusing on advisory opportunities in the real estate industry. His work has covered the full range of investment banking services for nearly all property sectors including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and merger and acquisition assignments. Mr. Lieb is licensed with FINRA and holds Series 7, Series 63 and Series 24 licenses. Mr. Lieb is an active member of the American Jewish Committee (AJC) and served as a member of Wesleyan University’s Career Advisory Council from 2007 through 2012. Education: Mr. Lieb received a Bachelor of Arts degree from Wesleyan University and a Master of Business Administration degree from Harvard Business School. Current Public Company Directorships: Mr. Lieb has extensive experience as a director of publicly-traded REITs. He has served on the Board of Directors of AvalonBay Communities, Inc. (NYSE: “AVB”) since September 2016 and on the Board of Trustees of Star Holdings (Nasdaq: “STHO”) since March 2023. From April 2019 until March 2023, Mr. Lieb served on the Board of Directors of iStar Inc. (NYSE: “STAR”). From February 2016 until November 2021, he served on the Board of Directors of CBL & Associates Properties, Inc. (NYSE: “CBL”). From February 2017 until November 2021, he served on the Board of Directors of VEREIT prior to its acquisition by Realty Income. Skills and Qualifications: We believe that Mr. Lieb’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience and expertise in the real estate and financial services industries, make him a valuable and well qualified member of the Board of Directors. | | Age: 64 Director Since: November 2021 Committees: •Audit (Chair) | |
May 15, 2024
| 2024 Proxy Statement | 14 | Orion Office REIT Inc. |
May 15, 2024
| | Gregory J. Whyte INDEPENDENT DIRECTOR | | | Biography: Mr. Whyte serves as an Independent Director at Orion and the Chair of the Compensation Committee and is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Whyte has served as the Chief Operating Officer of Realty Income Corporation (NYSE: O) since January 2023. Mr. Whyte served as an independent director of TIER REIT, Inc. (NYSE: TIER) from 2017 to 2019. Mr. Whyte has been involved extensively in the REIT and publicly traded real estate securities industry since 1987, as both an equity research analyst and, more recently, in investment banking. From 2007 until 2016, Mr. Whyte was Senior Advisor in the Real Estate Leisure and Lodging Investment Banking group at UBS Securities. Prior to that, he was a Managing Director, Global Head of Real Estate Equity Research at Morgan Stanley (NYSE: MS) from 1991 to 2006 and was consistently named to the annual Institutional Investor All America Research Team and Greenwich Associates Research Poll. He has previously been a member of NAREIT since 1988. Education: Mr. Whyte received a Bachelor of Commerce, Business Finance from the University of Natal in 1982, and an Honours Degree, Advanced Business Finance from the University of Natal in 1983. Skills and Qualifications: We believe that Mr. Whyte’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience and expertise in the real estate, public REIT and financial services industries, make him a valuable and well qualified member of the Board of Directors. | | Age: 63 Director Since: November 2021 Committees: •Audit •Compensation (Chair) •Nominating and Corporate Governance | |
May 15, 2024
| BOARD RECOMMENDATION The Board of Directors unanimously recommends that the stockholders vote “FOR” each of Messrs. McDowell, Gilyard, Lieb, and Whyte and Dr. Allen to serve on the Board of Directors until the next Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies. |
May 15, 2024
| 2024 Proxy Statement | 15 | Orion Office REIT Inc. |
May 15, 2024
| Information About the Board of Directors and its Committees |
May 15, 2024
LEADERSHIP STRUCTURE OF THE BOARD OF DIRECTORS The Nominating and Corporate Governance Committee evaluates the leadership structure of our Board of Directors. The positions of Non-Executive Chairman of the Board and Chief Executive Officer are separate in recognition of the differences between the two roles. Mr. Gilyard serves as our Non-Executive Chairman of the Board of Directors and presides as an independent director, while Mr. McDowell serves as our Chief Executive Officer. The Board of Directors believes this is the most appropriate structure because it enables the independent directors to participate meaningfully in the leadership of the Board while utilizing most efficiently the leadership skills of both Messrs. McDowell and Gilyard. In addition, separating the roles of Non-Executive Chairman and Chief Executive Officer allows our Non-Executive Chairman to serve as a liaison between the Board and executive management, while providing our Chief Executive Officer with the flexibility and focus needed to oversee our operations. BOARD OVERSIGHT OF RISK MANAGEMENT Our Board has overall responsibility for risk oversight with a focus on the more significant risks facing the Company. The Board reviews and oversees the Company’s enterprise risk management (“ERM”) program, which is a company-wide program designed to effectively and efficiently identify and assess management’s visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making, including financial information and compliance risks, economic and environmental risks, risks related to real estate and operations, and cybersecurity risks. The ERM program does this by clearly defining risks facing the Company and bringing together executive management to discuss these risks. This promotes visibility and constructive dialogue around risk at the executive management and Board levels, and facilitates appropriate risk response strategies. During the year, as part of the ERM program, Company management and the Board jointly discuss major risks that face our business. Further, given the importance of the Chief Executive Officer to the success of the Company and generation of stockholder value, the Board ensures that the Company is developing and nurturing a pipeline of senior talent, including one or more individuals capable of becoming the Chief Executive Officer. In addition to considering cybersecurity risks as part of the Company’s ERM program, the Board receives regular updates from Company management with respect to cyber matters. These updates include quarterly updates to the Board with respect to material cyber events and an annual cybersecurity program overview covering cybersecurity strategy, assessment, risks, notable events and governance. These updates are developed by Company management in connection with the Company’s information technology (“IT”) department. The Company’s IT department is responsible for day-to-day management of potential cybersecurity risks, and, through the Company’s head of IT, provides regular updates and reports to Company management regarding cybersecurity threats, risks from such threats, strategies and recommendations to mitigate risk from such threats, cybersecurity incidents that have occurred, industry updates, and policy and process recommendations. While the Board oversees the overall risk management process for the Company, each of the Board’s committees also assists the Board in this oversight with respect to the following risks: •The Audit Committee oversees the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the Company’s independent registered auditors’ qualifications and independence, and the performance of the Company’s independent registered auditors and internal audit function; •The Compensation Committee monitors the risks associated with compensation of the Company’s executive officers and directors; and
May 15, 2024
| 2024 Proxy Statement | 16 | Orion Office REIT Inc. |
May 15, 2024
•The Nominating and Corporate Governance Committee oversees the risk related to our environmental, social and governance matters, including, without limitation climate change and related risks. By assigning such responsibilities, the Board of Directors believes it can more effectively identify and address risk. Throughout the year, the Board of Directors, and each of the Board’s committees will review and discuss specific risk topics in significant detail in their respective meetings. ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS The Orion leadership team is committed to collaborating with tenants to implement environmental, social and governance (“ESG”) initiatives across Orion’s portfolio. Orion is committed to making ESG an integral component of the Company’s long-term strategy for success, as well as the communities and tenants that Orion serves. Orion owns a diversified portfolio of office buildings located in high-quality suburban markets across the U.S. Orion’s portfolio is comprised of traditional office buildings, as well as governmental office, medical office, office/laboratory, office/research and office/flex properties. A significant majority of our leases are double or triple net-leases. Double and triple-net leases are leases in which the tenant occupies the property as if it is the owner. Therefore, Orion’s tenants generally are solely responsible for the obligations related to the property, including paying all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance). Because the tenant occupies the property as if it is the owner under the net-lease model, the tenant generally controls environmental practices and conditions at the property, such as waste management, and energy and water usage practices, and decides when and how to implement environmentally sustainable practices at the property. While Orion does not control the business operations of the tenant, as the property owner, Orion nevertheless recognizes that the operation of commercial real estate assets can have a meaningful impact on the environment – particularly with respect to resource consumption and waste generation – and on the health of building occupants.
Gregory J. Whyte
| Securities Authorized For Issuance Under Equity Compensation Plans |
Gregory J. Whyte
(1)Includes awards of time-based restricted stock units and performance-based restricted stock units (assuming the maximum level of performance achievement) as of December 31, 2023. (2)Because there is no exercise price associated with restricted stock units, such awards are not included in the weighted average exercise price calculation. (3)Represents the total number of shares of common stock reserved for issuance under the Company’s equity compensation plans that remain available for future awards as of December 31, 2023.
Gregory J. Whyte
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Paul H. McDowell Chief Executive Officer, President | 2023 | 563,835 | — | 2,121,330 | 756,278 | 14,316 | 3,455,759 | | | 2022 | 550,000 | — | 2,115,382 | 731,500 | 8,362 | 3,405,244 | | Gavin B. Brandon Executive Vice President (“EVP”), Chief Financial Officer and Treasurer | 2023 | 461,319 | — | 699,344 | 618,773 | 10,201 | 1,789,637 | | | 2022 | 450,000 | — | 697,640 | 598,500 | 7,741 | 1,753,881 | | Christopher H. Day EVP, Chief Operating Officer | 2023 | 333,175 | — | 508,608 | 412,515 | 16,052 | 1,270,350 | | | 2022 | 325,000 | — | 507,375 | 399,000 | 12,600 | 1,243,975 |
Equity Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total Compensation ($) | | Reginald H. Gilyard | 102,500 | 125,001 | 3,737 | 231,238 | | Kathleen R. Allen | 65,000 | 100,002 | 2,990 | 167,992 | | Richard J. Lieb | 85,000 | 100,002 | 2,990 | 187,992 | | Gregory J. Whyte | 80,000 | 100,002 | 2,990 | 182,992 |