Gavin B. Brandon
About Gavin B. Brandon
Executive Vice President, Chief Financial Officer and Treasurer since November 2021; age 48; Certified Public Accountant with a BA from Weber State University; former Chief Accounting Officer at VEREIT (2014–2021) and senior manager at Deloitte’s national real estate services practice (nine years) . During his tenure, ONL reported 2024 revenue of $164.9 million and EBITDA of $34.3 million, with occupancy at 73.7% and a weighted average remaining lease term of 5.2 years; 2025 guidance targets Core FFO per share of $0.61–$0.70 and Net Debt/Adjusted EBITDA of 8.0x–8.8x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VEREIT, Inc. | Chief Accounting Officer | Oct 2014 – Nov 2021 | Led accounting, SEC reporting, taxation; served on Investment, Portfolio Strategy, and Cyber Committees . |
| Cole Capital-affiliated non-listed REITs | CFO (three REITs) | Not disclosed | Oversight of office/industrial REIT finance; publicly registered but non-listed structures . |
| Cole Real Estate Investments-affiliated non-listed REITs | Principal Accounting Officer (two REITs) | 2011 – 2013 | Principal accounting leadership for non-listed REITs . |
| Deloitte & Touche LLP | Senior Manager, National Office (Real Estate) | 9 years (dates not disclosed) | Technical real estate accounting; national office experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weber State University | National Advisory Council Member | Since 2015 | University advisory; external network and governance perspective . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary earned ($) | 461,319 | 474,715 |
| Base salary (annualized policy) | — | $477,000 (effective Mar 1, 2024) |
| Target bonus (% of base) | 100% | 100% |
| Cash bonus paid ($) | 618,773 | 636,795 |
| Stock awards grant-date fair value ($) | 699,344 | 825,002 |
| All other comp ($) | 10,201 | 17,517 |
2024 Annual Cash Bonus Program metrics and weighting:
| Bonus Component | Weighting (%) |
|---|---|
| Individual Performance | 33 |
| Core FFO per share | 30 |
| G&A expenses | 13 |
| Net Debt to Adjusted EBITDA | 24 |
Performance Compensation
Long-term incentive structure (RSUs):
- Performance-Based RSUs vest based on absolute TSR (50%), acquisitions volume (10%), average lease term (20%), dispositions (10%), and occupancy rate (10%), over 3-year periods (2024 awards: 1/1/2024–12/31/2026; 2025 awards: 1/1/2025–12/31/2027). Payout curve: 0% below threshold; 25% threshold; 50% target; 100% maximum; TSR component further adjusted based on peer percentile bands. Time-Based RSUs vest one-third annually over 3 years from grant date (Feb 26, 2024 or Mar 3, 2025) .
| Award Type | Metric | Weight | Target (#) | Max (#) | Vesting |
|---|---|---|---|---|---|
| 2024 Performance RSUs | Absolute TSR | 50% | 114,292 | 228,584 | End of period (12/31/2026) |
| 2024 Performance RSUs | Acquisitions | 10% | Included above | Included above | End of period |
| 2024 Performance RSUs | Avg lease term | 20% | Included above | Included above | End of period |
| 2024 Performance RSUs | Dispositions | 10% | Included above | Included above | End of period |
| 2024 Performance RSUs | Occupancy | 10% | Included above | Included above | End of period |
| 2025 Performance RSUs | Same 5 metrics | Same weights | 109,379 | 218,758 | End of period (12/31/2027) |
| 2024 Time-Based RSUs | Continued service | — | 83,082 | — | 1/3 per year from 2/26/2024 |
| 2025 Time-Based RSUs | Continued service | — | 118,026 (subject to plan approval) | — | 1/3 per year from 3/3/2025 |
Historical PSU payout signal:
| PSU Cohort | Target (#) | Max (#) | Actual Vested (#) | Commentary |
|---|---|---|---|---|
| 2022 (ended 12/31/2024) | 15,476 | 30,951 | 4,580 | Only 14.8% of the overall 2022 PSU grant vested; remainder forfeited . |
Planned 2025 awards contingent on amended plan approval:
| Name | Dollar Value ($) | Units (#) |
|---|---|---|
| Gavin B. Brandon | 550,000 | 336,784 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 55,665 | As of Mar 14, 2025; less than 1% of outstanding . |
| Time-Based RSUs outstanding (unvested) | 112,522 | Market value $417,457 at $3.71/share . |
| Performance RSUs outstanding (maximum unearned) | 301,432 | Payout value metric $1,118,313; actual vesting contingent on performance . |
| Options outstanding | 0 | No options listed . |
| Stock ownership guidelines | 2x base salary for non-CEO executives; 5-year compliance window (by Mar 7, 2028 for incumbents) . | |
| Hedging/pledging | Prohibited for directors and executives; anti-derivative/anti-pledging policy . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | Continues until terminated; initial base $450,000; eligible for annual bonus (target 100%) and annual equity awards . |
| Severance (without cause / good reason) | Cash severance equal to sum of annual base salary + target bonus; continued medical coverage up to 1 year; time-based RSUs vest in full; performance RSUs per award agreement; subject to release and covenants . |
| Change-in-control (double trigger) | 2x (base salary + target bonus) cash lump sum if terminated within 18 months following change-in-control; vesting treatment per plan . |
| Restrictive covenants | Confidentiality (indefinite); 12-month non-compete and non-solicit post-employment . |
| Clawback policy | Mandatory Dodd-Frank-compliant clawback; discretionary recoupment for miscalculated metrics; no indemnification for clawbacks . |
| Insider trading | Formal policy filed with 2024 Form 10-K; governs trades by insiders . |
Compensation Structure Signals
- Year-over-year pay mix: Strong equity component; 2024 stock awards $825k vs cash bonus $637k; target bonus maintained at 100% of base—equity remains a significant part of total comp .
- Performance orientation: Annual bonus tied to Core FFO/share, G&A, and Net Debt/Adj. EBITDA; LTIs linked to TSR and operational levers (acquisitions, WALT, dispositions, occupancy) with rigorous vesting—2022 PSU payout only 14.8% and 2023 cohort tracking near 6% at 12/31/2024 if measured early, indicating tight targets and alignment .
- No options; RSUs only: Reduces risk of option repricing; plan prohibits option/SAR repricing and discounted grants .
- Governance protections: Anti-hedging/pledging; formal clawback; stock ownership guidelines (2x salary) with 5-year compliance window .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues ($) | 195.0 million | 164.9 million |
| EBITDA ($) | 85.4 million | 34.3 million |
| Core FFO/share (diluted) | $1.68 | $1.01 |
| Occupancy rate | 73.7% (YE) | 73.7% (YE) |
| WALT (years) | 5.2 | 5.2 |
Notable initiatives impacting execution risk:
- Leasing momentum: 1.1 million SF of new/renewal leases in 2024 vs 261k SF in 2023 .
- Strategy shift: Rebranding to Orion Properties with increasing focus on dedicated-use assets (government, medical, lab/R&D, flex/industrial); 31.8% of ABR from dedicated-use assets as of YE 2024 .
- G&A restructuring: Announced ~$1.0 million annualized savings beginning in H2 2025 via team realignment and CIO retirement/consulting transition .
Board Governance (context)
- Compensation Committee: Chair Gregory J. Whyte; members Reginald H. Gilyard, Kathleen R. Allen; four meetings in 2024 .
- Stockholder rights & policies: Majority voting; director/executive ownership guidelines; double-trigger CIC contracts; clawback; no tax gross-ups; no poison pill .
Equity Plan Terms (relevant to vesting/pressure)
- Minimum one-year vesting; no evergreen; no automatic grants; no option/SAR repricing; double-trigger vesting on CIC if awards assumed; otherwise accelerated per plan; new share pool increased to 8.3 million (subject to stockholder approval) .
Related Party Transactions and Risks
- Related party transactions: None requiring disclosure in 2024 under policy .
- Risk indicators: High leverage metrics (Net Debt/Gross RE Investments 32.3%; Net Debt/Adj. EBITDA 6.06x FY, 7.57x LQA) and declining Core FFO vs 2023; dividend reduced to $0.08 annualized to retain ~$17.9 million cash .
Investment Implications
- Alignment: Brandon’s equity-heavy mix, stringent PSU metrics, anti-hedging/pledging, and ownership guidelines support pay-for-performance; low historical PSU vesting indicates rigorous targets and downside accountability .
- Retention and selling pressure: Significant unvested RSUs (time-based and performance) with three-year vesting schedules and performance cliffs reduce near-term selling pressure; double-trigger CIC severance (2x base+bonus) provides continuity but can incentivize stability through change events .
- Execution risk: Company-level headwinds (lower revenue/Core FFO vs 2023; leverage metrics) increase pressure on TSR and operational KPIs central to Brandon’s PSU vesting; 2025 G&A savings and leasing momentum are positive offsets but require sustained delivery to convert to PSU vesting .
- Trading signals: Watch year-end 2026 and 2027 PSU performance determinations and annual RSU vest dates (late Feb/early Mar) for potential liquidity events; insider policy limits tactical trading; dividend reset improves liquidity for leasing/capex that underpin KPI achievement .