Christopher H. Day
About Christopher H. Day
Christopher H. Day is Executive Vice President and Chief Operating Officer of Orion Properties Inc. (ONL), serving since November 2021 after ONL’s spin-out from Realty Income/VEREIT; he is 47 years old . He previously led asset and portfolio management at VEREIT, overseeing 2,100 retail properties (~35M sq ft) and portfolio management across ~3,900 assets (~89M sq ft), and earlier underwrote ~$25 billion of closed acquisitions (2007–2017) . Day holds a BBA (Marketing, magna cum laude), MBA (General), and MSBA (Finance) from Mississippi State University . ONL’s executive long-term incentives emphasize absolute TSR and operational metrics (acquisitions volume, average lease term, dispositions, occupancy), with low vesting outcomes for initial PSU cycles (e.g., 14.8% vesting for the March 2022 PSU awards), indicating demanding hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VEREIT | SVP, Head of Portfolio & Retail Asset Management | 2018–Nov 2021 | Oversaw asset management for 2,100 retail properties (~35M sq ft); guided strategy for ~3,900 retail/office/industrial/restaurant properties (~89M sq ft) |
| VEREIT (and predecessor entities) | Vice President, Underwriting | 2007–2017 | Part of team underwriting ~$25B of closed acquisitions across multiple companies |
| Corporex Companies | Finance Associate | Not disclosed | Assisted formation of Eagle Hospitality Properties Trust (former NYSE-listed REIT) |
Performance Compensation
ONL’s executive incentive design centers on absolute TSR and operational outcomes over three-year performance periods (PSUs), complemented by time-based RSUs that vest one-third annually over three years . For executives other than the CEO, PSU/RSU mix has been 50%/50% to date; stringent goals yielded only 14.8% vesting for the 2022 PSU cohort (performance period ended Dec 31, 2024), signaling high at-risk pay and strong performance alignment .
| Metric | Weighting (%) | Plan Year(s) | Notes |
|---|---|---|---|
| Absolute TSR | 50 | 2024, 2025 | Vesting reduced/increased ±1% per percentile vs peer group below 20th/above 80th; capped at 100% |
| Acquisition Volume (3-year) | 10 | 2024, 2025 | Operational KPI |
| Average Lease Term (WALT at end) | 20 | 2024, 2025 | Operational KPI |
| Disposition Volume (3-year) | 10 | 2024, 2025 | Operational KPI |
| Occupancy Rate (end of period) | 10 | 2024, 2025 | Operational KPI |
PSU vesting curve: Below threshold 0%; threshold 25%; target 50%; maximum 100% (linear interpolation between levels) .
Time-based RSUs: Vest one-third on each of the first three anniversaries of grant; dividend equivalents accrue and are paid at vesting; acceleration on certain terminations/change-in-control per award agreements .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 43,414 |
| Shares outstanding (record date) | 56,170,808 |
| Ownership as % of shares outstanding | ~0.077% (43,414 / 56,170,808) |
| Stock ownership guidelines (execs) | CEO: 4x salary; other execs: 2x salary; compliance deadline for incumbents: March 7, 2028 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors, executive officers, and employees |
| Clawback policy | Mandatory recoupment on accounting restatement; discretionary clawbacks for miscalculated metrics and misconduct; company will not indemnify for clawback losses |
| Insider Trading Policy | Adopted and filed as 10-K exhibit; governs trading for insiders |
Outstanding award detail for Day (vested vs unvested, options) was not disclosed as he was not a 2024 NEO; NEO tables exclude him .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control (equity) | Double-trigger structure for assumed awards (no automatic vesting solely on change-in-control); if awards are not assumed/continued/substituted, they accelerate or are cashed out per plan discretion |
| Equity plan features | No tax gross-ups; no option/SAR repricing without shareholder approval; minimum 1-year vesting (5% pool exception); no discounted options/SARs |
| Stock ownership guidelines | CEO 4x salary; other executives 2x salary; five-year compliance window (by March 7, 2028 for incumbents) |
| Clawback/hedging/pledging | Robust clawback; hedging and pledging prohibited |
Day’s individual employment agreement terms (salary, bonus target, severance multiples, non-compete) are not disclosed in the proxy; detailed agreements are provided for CEO, CFO, CIO only .
Compensation Peer Group (Benchmarking)
| Peer Company | Ticker |
|---|---|
| Brandywine Realty Trust | — |
| City Office REIT, Inc. | — |
| Easterly Government Properties, Inc. | — |
| Getty Realty Corp. | — |
| Global Medical REIT Inc. | — |
| LTC Properties, Inc. | — |
| NETSTREIT Corp. | — |
| One Liberty Properties, Inc. | — |
| Plymouth Industrial REIT, Inc. | — |
| Postal Realty Trust, Inc. | — |
| Summit Hotel Properties, Inc. | — |
Selected based on REIT industry, asset class, size, cross-citation as peer, and proxy advisor group inclusion .
Governance and Say-on-Pay Context
| Item | Detail |
|---|---|
| Emerging Growth Company (EGC) | ONL is an EGC and provides scaled disclosure |
| Say-on-Pay votes | Not required while EGC; therefore historical say-on-pay percentages are not applicable |
Investment Implications
- Alignment and rigor: Executive PSUs tied to absolute TSR and property-level operating metrics with demonstrably challenging hurdles (only 14.8% vesting for 2022 cohort), suggesting strong pay-for-performance alignment that can cap equity windfalls in underperformance environments .
- Selling pressure risk: Anti-hedging and anti-pledging policies reduce forced selling/leveraged collateral risks; dividend equivalents are paid at vesting, and RSU tax-withholding can be satisfied in shares per plan, but specific Form 4 patterns for Day are not disclosed here .
- Retention and change-in-control economics: Double-trigger equity treatment and minimum vesting guardrails support retention while limiting windfalls on change-in-control without termination; absence of tax gross-ups mitigates shareholder-unfriendly optics .
- Ownership alignment: Day’s direct holding (~0.077% of outstanding shares) combined with executive ownership guidelines (2x salary for non-CEO) supports “skin in the game,” though his personal guideline compliance status isn’t disclosed; compliance deadline is March 7, 2028 .
Data gaps: As Day is not a 2024 NEO, base salary, bonus target/actual, detailed grant values and individual severance terms were not disclosed in the proxy; conclusions focus on company-wide policies and structures that apply to executive officers .