Kathleen R. Allen
About Kathleen R. Allen
Dr. Kathleen R. Allen is an independent director of Orion Properties Inc. (NYSE: ONL), serving since November 2021; she is age 79 and sits on the Audit, Compensation, and Nominating & Corporate Governance Committees . She is Professor Emerita at USC’s Marshall School of Business and founding director of USC’s Center for Technology Commercialization (1991–2016), and is recognized as an expert in entrepreneurship and technology commercialization, having authored 15 books . The Board has determined she is independent under NYSE standards, and she has been designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Southern California (Marshall School of Business) | Professor Emerita; Founding Director, Center for Technology Commercialization | 1991–2016 | Academic leadership in tech commercialization; recognized subject-matter expert |
| Gentech Corporation | Co-founder and Chairwoman | 1994–2004 | Founding leadership |
| N2TEC Institute (nonprofit) | Co-founder, CEO, and Director | 2006–2013 | Led technology commercialization in rural America until mission completion |
| U.S. Department of Homeland Security | Visiting Scholar | Not disclosed | Advised on technology deployment, including cybersecurity |
| Various private companies | Co-founder (four companies) | Not disclosed | Founding/operator experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Director | 2000–2022 | Prior public company directorship |
| Unnamed real estate investment & development company | Principal and Director | Current | Private company; board service |
| Unnamed life science company | Board of Advisors | Current | Private company; advisory role |
Board Governance
- Committee assignments: Audit; Compensation; Nominating & Corporate Governance. Not a committee chair .
- Financial expertise: Audit Committee has determined all members, including Dr. Allen, are “audit committee financial experts”; all are financially literate and independent under NYSE/SEC rules .
- Independence: Board determined Dr. Allen (and Gilyard, Lieb, Whyte) are independent under NYSE standards; specific relationships for other directors reviewed, none noted for Dr. Allen .
- Attendance and engagement: In 2024 the Board met 5 times with 4 executive sessions; each director attended at least 75% of Board and relevant committee meetings; all but one director attended the 2024 annual meeting .
- Board structure and practices: Separate Chair/CEO; annual elections; majority voting with resignation policy; regular executive sessions; enterprise risk oversight; sustainability oversight by NCG Committee .
- Stock ownership guidelines for directors: 5x annual cash retainer; five-year compliance window from adoption (by March 7, 2028) .
- Clawback and trading policies: Updated Dodd-Frank compliant clawback policy (2023); anti-hedging and anti-pledging policies applicable to directors .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $65,000 |
| Chair/meeting fees earned | $0 (no chair roles reflected in fees; program provides $1,500 per meeting beyond six) |
| All other compensation (dividend equivalents) | $7,340 |
| Total cash-related compensation | $72,340 |
Notes: Standard cash retainers are $65,000 (directors), with additional retainers for Non-Executive Chair and committee chairs; meeting fees apply only above six meetings per year .
Performance Compensation (Equity for Directors)
| Element | 2024 Detail |
|---|---|
| Annual equity award (RSUs) | $100,000 grant-date fair value |
| Vesting | Earlier of first anniversary of grant or next annual meeting, subject to continued service |
| Additional director equity limit | Total director compensation (cash + equity grant-date fair value) capped at $1,000,000 per calendar year, subject to limited exceptions |
Other Directorships & Interlocks
| Linkage | Detail | Potential Implication |
|---|---|---|
| Realty Income (O) | Dr. Allen served as a director of Realty Income (2000–2022) | Historical linkage to ONL’s spin origin from Realty Income may create perceived network ties |
| ONL Board composition | Reginald H. Gilyard (ONL Non-Exec Chair) currently serves on Realty Income’s board ; Gregory J. Whyte is COO of Realty Income and chairs ONL’s Compensation Committee | Perception of interlocks with Realty Income; Board affirmed independence and noted transactions limited to separation/distribution context |
Expertise & Qualifications
- Entrepreneurship/technology commercialization expert; authored 15 books; extensive experience advising startups and established companies, including team-building and leadership development .
- Cyber/technology exposure via DHS Visiting Scholar role on technology deployment and cybersecurity .
- Finance expertise: Identified as an Audit Committee Financial Expert under SEC rules .
- Academic credentials: B.A. (California State University), M.A. (UCLA), MBA (California State University), PhD (USC) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Kathleen R. Allen | 37,170 | <1% | Includes shares owned by a trust where Dr. Allen is co-trustee and her children are sole beneficiaries . Based on 56,170,808 shares outstanding as of Mar 14, 2025 . |
| RSUs outstanding (12/31/2024) | 26,738 | n/a | Aggregate unvested director RSUs at period end . |
Policy overlays: Anti-pledging policy prohibits pledging of company stock; anti-hedging prohibits derivatives and similar transactions . Section 16(a) compliance: all required insider reports timely in 2024 .
Governance Assessment
-
Positives
- Multi-committee service (Audit, Compensation, NCG) with Audit Committee Financial Expert designation enhances oversight depth in finance, executive pay, and governance .
- Strong governance infrastructure: majority voting with resignation policy, director stock ownership guidelines (5x retainer), formal clawback, anti-hedging/pledging policies, regular executive sessions .
- Director pay mix balances cash and equity; director compensation is formulaic with modest retainers and $100k annual RSU grant, aligning interests to shareholders .
-
Watch Items / Potential RED FLAGS (perception risk)
- Realty Income interlocks: ONL’s Chair (Gilyard) is a director of Realty Income and the Compensation Committee Chair (Whyte) is Realty Income’s COO; Dr. Allen is a former Realty Income director. While the Board has affirmed independence and disclosed relationships, the multiple ties to Realty Income can raise perceived conflict/related-party risk; the company reports no related-party transactions in 2024 and adopted robust related-person review procedures .
- Committee workload: Dr. Allen serves on three key committees (Audit, Compensation, NCG); although 2024 attendance met at least the 75% threshold, multi-committee load warrants continued monitoring of engagement .
-
Additional signals
- Beneficial ownership is below 1% but supported by director ownership guidelines with a 5-year compliance runway (through March 2028) .
- No Section 16 filing delinquencies, supporting compliance culture .
Appendix Tables
Director Compensation – 2024 (Allen)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 |
| Stock Awards ($) | $100,000 |
| All Other Compensation ($) | $7,340 (dividend equivalents) |
| Total ($) | $172,340 |
Committee Assignments (2024)
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Member | 5 | All members independent; Dr. Allen designated audit committee financial expert |
| Compensation | Member | 4 | All members independent |
| Nominating & Corporate Governance | Member | 3 | Oversees sustainability and governance |
Related Party & Policy Snapshot
| Topic | Company Disclosure |
|---|---|
| Related Person Transactions | None in 2024 subject to review under policy |
| Clawback Policy | Dodd-Frank compliant (amended in 2023) |
| Anti-Hedging/Pledging | Prohibited for directors/officers/employees |
Beneficial Ownership (as of Mar 14, 2025)
| Name | Shares | % of Outstanding |
|---|---|---|
| Kathleen R. Allen | 37,170 | * (<1%) |
All citations: .