Gregory J. Whyte
About Gregory J. Whyte
Independent director at Orion Properties Inc. (NYSE: ONL), age 64, serving since November 2021; Chair of the Compensation Committee and member of the Audit and Nominating & Corporate Governance Committees. Designated an audit committee financial expert; currently Chief Operating Officer of Realty Income Corporation (NYSE: O) since January 2023. Education: Bachelor of Commerce (Business Finance, 1982) and Honours Degree (Advanced Business Finance, 1983), University of Natal; extensive REIT, equity research, and investment banking background since 1987 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Chief Operating Officer | Jan 2023 – Present | Senior operating role at a large net-lease REIT; potential interlock considered in ONL independence review . |
| UBS Securities | Senior Advisor, Real Estate Leisure & Lodging Investment Banking | 2007 – 2016 | Advised on real estate investment banking; deep capital markets exposure . |
| Morgan Stanley (NYSE: MS) | Managing Director, Global Head of Real Estate Equity Research | 1991 – 2006 | Leading sell-side REIT coverage; Institutional Investor recognition; strengthens board’s capital markets acumen . |
| TIER REIT, Inc. (NYSE: TIER) | Independent Director | 2017 – 2019 | Public company board experience in office REITs . |
| NAREIT | Member | Since 1988 | Industry body engagement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Chief Operating Officer | Jan 2023 – Present | ONL board deemed Whyte independent, considering ONL’s historical separation from Realty Income and resulting ordinary-course relationships . |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Audit Committee financial expert designation; all audit members qualified and independent .
- 2024 meetings: Board (5) and executive sessions of independent directors (4); Audit (5), Compensation (4), Nominating & Corporate Governance (3) .
- Attendance: Each director attended at least 75% of Board and committee meetings; all but one director attended the 2024 annual meeting .
- Independence: Board affirmatively determined Whyte is independent under NYSE standards; explicitly considered his role at Realty Income and ONL’s relationship stemming from the 2021 separation/distribution .
Fixed Compensation
- Director program: Annual cash retainer $65,000; chair fees—Compensation Chair $15,000; meeting fees $1,500 only for meetings exceeding six per year. Annual director RSUs $100,000 (additional $25,000 RSUs for Non-Executive Chair). RSUs vest at the earlier of one year or the next annual meeting .
- 2024 compensation (Gregory J. Whyte):
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees | 80,000 | Board retainer + Compensation Chair fee . |
| Stock awards (RSUs grant-date fair value) | 100,000 | Annual director RSUs . |
| Other compensation (dividend equivalents) | 7,340 | Cash equivalents on RSUs . |
| Total | 187,340 | Sum of components . |
Performance Compensation
- Directors do not receive options or performance-based RSUs; equity is time-based RSUs vesting in full by the next annual meeting or first anniversary of grant .
- Amended 2021 Plan includes governance features: no tax gross-ups, no option repricing, minimum one-year vesting (with limited 5% pool exceptions), double-trigger change-in-control vesting, and clawback applicability; annual non-employee director compensation capped at $1,000,000 (extraordinary exceptions permitted) .
| Performance Award Type | Details |
|---|---|
| Stock options | None for directors; plan prohibits discounted grants and repricing without shareholder approval . |
| PSUs | None for directors; executive PSUs only . |
| Clawback applicability | Company-wide incentive compensation clawback policy; applies to performance-based awards under the plan . |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Consideration |
|---|---|---|---|
| TIER REIT, Inc. (NYSE: TIER) | Independent Director | 2017 – 2019 | Prior public board role . |
| Realty Income Corporation (NYSE: O) | Chief Operating Officer | Jan 2023 – Present | Board reviewed this tie and maintained Whyte’s independence; ONL reported no related-party transactions in 2024 . |
Expertise & Qualifications
- REIT and public real estate securities expertise; former global head of real estate equity research; investment banking advisor (UBS); NAREIT member since 1988 .
- Audit Committee financial expert designation; financially literate under NYSE standards .
- Education: University of Natal—Bachelor of Commerce (1982) and Honours in Advanced Business Finance (1983) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 28,170 | Less than 1% of outstanding shares (56,170,808) . |
| Ownership % | <1% | Based on shares outstanding at record date . |
| RSUs outstanding (director) | 26,738 | As of 12/31/2024 . |
| Stock ownership guidelines | 5x annual cash retainer for directors | Adopted March 2023; compliance due within 5 years (by March 7, 2028) . |
| Anti-hedging/pledging | Prohibited | Policy bars hedging and pledging for directors/officers/employees . |
Insider Trades
| Year | Section 16(a) Compliance | Notes |
|---|---|---|
| 2024 | All required reports timely filed | Based on company review and representations . |
Governance Assessment
- Strengths: Deep REIT, capital markets, and research expertise; audit committee financial expert; leads Compensation Committee with independent membership; strong governance features in equity plan (no repricing, clawbacks, double-trigger, no gross-ups); anti-hedging/pledging policy; stock ownership guidelines in place .
- Independence/Interlocks: COO role at Realty Income presents a potential perceived conflict; ONL explicitly assessed and affirmed independence; 2024 disclosed no related-party transactions and robust related person transaction review policy .
- Attendance & engagement: Met or exceeded 75% attendance threshold; served across three committees including chairing Compensation; Board held executive sessions of independent directors; committee activity consistent with oversight responsibilities .
- Director pay mix: Balanced cash and time-based equity RSUs; no performance-based director equity; annual RSUs align interests but offer less performance linkage than PSUs; overall director compensation within typical REIT ranges and capped under plan rules .
RED FLAGS: Potential interlock perception due to concurrent officer role at Realty Income (mitigated by Board’s independence determination and absence of related-party transactions in 2024) .
Signals supporting investor confidence: Audit financial expert status; independent committee leadership; clear clawback and anti-hedging/pledging policies; ownership guidelines; structured committee oversight of risk and sustainability via Nominating & Corporate Governance .