Reginald H. Gilyard
About Reginald H. Gilyard
Independent director since 2018; age 61 as of March 26, 2025; serves as Chair of the Nominating/Corporate Governance Committee. Background includes Senior Advisor and prior Partner/Managing Director at Boston Consulting Group, former Dean of Chapman University’s Argyros School, and nine years active-duty service in the U.S. Air Force (later promoted to Major in the Reserves). Degrees: MBA (Harvard), MS (US Air Force Institute of Technology), BS (US Air Force Academy). Independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Senior Advisor | 2017–present | Recognized leader in strategy development and execution |
| Boston Consulting Group (BCG) | Partner & Managing Director | 1996–2012 | Led national/multi-national strategy, M&A, transformation engagements |
| Chapman University (Argyros School) | Dean | 2012–2017 | Drove ranking improvements for undergrad and graduate programs |
| U.S. Air Force | Program Manager; later Major (Reserves) | ~9 years active; +3 years Reserves | Operational/program leadership; promotion to Major |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orion Properties Inc. (f/k/a Orion Office REIT, NYSE: ONL) | Director & Chairman | Since Nov 2021 | Current chair role |
| First American Financial (NYSE: FAF) | Director | Since May 2017 | Shared board with O’s Non-Executive Chair Michael D. McKee (FAF director since 2011) |
| CBRE Group (NYSE: CBRE) | Director | Since Nov 2018 | Public company board experience |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance; committee met 4 times in 2024 with responsibilities spanning board composition, governance, ESG policies, and succession planning.
- Independence: Board determined he is independent; all directors except CEO are independent.
- Attendance and engagement: Board met 8 times in 2024; all directors attended ≥75% of board/committee meetings; all directors attended the virtual 2024 annual meeting. As Chair of Nominating/Corporate Governance, Gilyard joined specific shareholder engagement calls.
- Governance practices: Independent Chair separate from CEO; regular executive sessions of independent directors; anti-hedging and anti-pledging; proxy access; clawback policy; minimum stock ownership requirements.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainers | $60,000 | Comprises $35,000 board member retainer + $25,000 Nominating/Governance Committee Chair fee |
| Equity (restricted stock) | $207,000 | 4,000 restricted shares granted May 30, 2024 at $51.75 per share; time-based vesting per service tenure |
| Total 2024 director pay | $267,000 | No options; no other comp disclosed |
Key program terms and updates:
- Vesting schedule (non-employee directors): <6 years service: 33.33% annually over 3 years; 6 years: 50% over 2 years; 7 years: 100% after 1 year; ≥8 years: immediate vesting.
- Effective as of 2025 Annual Meeting (subject to shareholder approval), Annual Grant changes to a fixed $200,000 value RS/RSU and annual cash retainer increases from $35,000 to $100,000; Non-Executive Chair cash retainer increases to $150,000.
Performance Compensation
- None disclosed for non-employee directors; equity grants are time-based restricted stock/RSUs (not tied to financial/TSR metrics). Awards are subject to the company’s clawback policy.
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| First American Financial (FAF) | Public | Interlock: Gilyard director since 2017 and O’s Non-Executive Chair Michael D. McKee director since 2011; monitor for information flow/conflicts. |
| Orion Properties Inc. (ONL) | Public | Gilyard is Chairman; O’s COO Gregory J. Whyte also ONL director; monitor governance boundaries; no related-party transactions disclosed in 2024. |
| CBRE Group (CBRE) | Public | No direct interlock noted with O directors; general industry overlap. |
Expertise & Qualifications
- Strategy, M&A, business transformation leadership (25+ years), with broad industry exposure; academic leadership experience; military leadership and program management.
- Education: MBA (Harvard), MS (USAF Institute of Technology), BS (US Air Force Academy).
Equity Ownership
| Item | Amount | Percent of Outstanding |
|---|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 28,000 shares | Less than one-tenth of one percent |
| Unvested restricted stock (as of Dec 31, 2024) | 8,001 shares | N/A |
| Plan awards outstanding (restricted shares/RSUs as of Mar 3, 2025) | 16,000 shares/units | N/A |
Ownership alignment and policies:
- Director stock ownership guideline: minimum stock valued at 5x annual cash retainer ($35,000 in 2024), equal to $175,000 or 3,277 shares at $53.41; all directors met/exceeded as of Dec 31, 2024.
- Anti-hedging and anti-pledging: Prohibits derivatives, short selling, hedging, margin purchases, and pledging.
- Section 16 compliance: No delinquent filings reported for 2024.
Governance Assessment
- Strengths: Independent director with deep strategy/M&A expertise; chairs governance committee with active oversight of board composition, ESG policy, and succession; strong attendance; robust alignment mechanisms (equity-heavy pay; ownership guidelines; anti-hedge/pledge; clawbacks).
- Compensation alignment: 2024 pay mix ~77% equity (consistent with “approximately 75%” equity for directors) supports shareholder alignment; 2025 shift to fixed-value equity and higher cash retainer aligns with market practice and improves consistency.
- Potential conflicts/monitoring:
- Interlocks at FAF with O’s Chairman McKee; ensure related-party transaction oversight remains robust.
- ONL governance overlap (Gilyard Chair; O’s COO Whyte director); no related-party transactions in 2024, but maintain audit review vigilance.
- RED FLAGS: None disclosed for related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls; continue monitoring interlocks and any consulting relationships (BCG) for potential exposure—no transactions disclosed for 2024.
Bottom line: Gilyard’s governance profile and equity alignment support investor confidence; interlocks (FAF, ONL) are notable but currently mitigated by independence standards, formal related-party review, and no 2024 related-party transactions disclosed.