Paul C. Hughes
About Paul C. Hughes
Paul C. Hughes is General Counsel and Secretary of Orion Office REIT Inc. (now Orion Properties Inc.), serving since November 2021; he is age 57 per the 2025 proxy and is a CPA with prior corporate/securities legal experience at Parker Chapin and Hunton & Williams, and senior legal leadership roles at CapLease, AR Global, and Hospitality Investors Trust . His compensation framework participates in Orion’s executive programs: annual cash bonuses tied to Core FFO/share, G&A expenses, and Net Debt to Adjusted EBITDA, and long-term PSUs tied to absolute TSR and operational metrics (acquisitions, WALT, dispositions, occupancy); notably, the first PSU cycle for awards granted in March 2022 vested at only 14.8%, and 2023 awards were tracking ~6% if measured as of 12/31/2024, indicating stringent goals and challenging performance realization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orion Office REIT Inc. / Orion Properties Inc. | General Counsel & Secretary | 2021–present | Founding legal officer at spin-off; oversees governance, policies, board communications |
| Hospitality Investors Trust, Inc. | General Counsel & Secretary | 2017–2021 | Led legal function at a REIT through public-to-private transition and portfolio management |
| AR Global | SVP, Counsel – Hospitality | 2013–2017 | Senior legal leadership covering hospitality platforms externally advised by AR Global |
| CapLease | VP, General Counsel & Corporate Secretary | 2005–2013 | Guided legal/compliance through sale/merger into VEREIT, a pivotal strategic exit |
| Hunton & Williams LLP (Hunton Andrews Kurth LLP) | Corporate & Securities Attorney | 2000–2005 | Advised on corporate/securities matters |
| Parker Chapin LLP (Troutman Pepper) | Corporate & Securities Attorney | 1997–2000 | Advised on corporate/securities matters |
| Grant Thornton LLP | Certified Public Accountant | 1989–1997 | CPA foundation; financial and accounting rigor supporting later legal roles |
External Roles
No current public company board roles disclosed in proxy biographies for Mr. Hughes .
Fixed Compensation
Mr. Hughes is an executive officer but not a named executive officer (NEO); the company’s detailed base salary and bonus disclosures cover CEO, CFO, COO/CIO NEOs, not the General Counsel. Base salary adjustments and target bonus percentages are disclosed for NEOs only (e.g., CEO $584k, CFO $477k in 2024; target bonuses 100% for CEO/CFO) .
Stock ownership guidelines require “other executive officers” (including General Counsel) to hold stock equal to at least 2x annual base salary, with a compliance window of five years from adoption (by March 7, 2028) .
Performance Compensation
Annual Cash Bonus Program (Framework applicable to executive officers)
| Metric | Weighting (%) | Target Definition | Payout Scale |
|---|---|---|---|
| Core FFO per share (non-GAAP) | 30 | Company-defined Core FFO; disclosed in supplemental packages | 50% threshold; 100% target; 150% max; straight-line interpolation |
| Total G&A expenses | 13 | Company total general & administrative expenses | Same as above |
| Net Debt to Adjusted EBITDA (non-GAAP) | 24 | Company-defined leverage metric | Same as above |
| Individual Performance | 33 | Executive-specific objectives | Same as above |
Long-Term Incentives (PSUs and RSUs)
| Grant Cohort | Performance Period End | Metrics | Payout/Vesting (%) | Notes |
|---|---|---|---|---|
| PSUs granted March 2022 | 12/31/2024 | Absolute TSR (50%) + operating goals (50%: acquisitions volume, WALT, dispositions volume, year-end occupancy) | 14.8% | Remaining forfeited; illustrates stringent goals and underperformance vs targets |
| PSUs granted March 2023 | 12/31/2025 | Absolute TSR + operating goals (same mix) | ~6% (as of 12/31/2024 hypothetical) | Indicative tracking; final payout determined at period end |
| RSUs (time-based) | 3-year ratable | Service-vesting only | N/A | RSUs vest in equal annual installments over 3 years |
Vesting schedule example (General Counsel): 2,814 time-based RSUs scheduled to vest on March 22, 2023 (from beneficial ownership footnotes) .
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Shares owned (#) | — | 3,350 | 9,126 | 24,466 |
| Ownership as % of outstanding | <1% | <1% | <1% | <1% |
- Stock ownership guidelines: 2x base salary for executive officers; compliance due by March 7, 2028 for incumbents .
- Anti-hedging and anti-pledging policy prohibits derivatives, margin purchases, and pledging; reduces hedging/pledging risk signals for insiders .
- Clawback policy (updated to Dodd-Frank requirements) mandates recovery for accounting restatements and allows discretionary recoupment for miscalculated performance metrics; awards subject to clawback and insider trading policy .
Employment Terms
- Executive officers serve at the pleasure of the Board, subject to rights in their employment agreements; company-wide practices include double-trigger change-in-control contracts and minimum one-year vesting on equity awards, with exceptions for death, disability, retirement, or change in control and limited 5% pool .
- Company-wide clawback, insider trading, and anti-hedging/pledging policies apply to executive officers including General Counsel .
- Specific severance/change-of-control economics are disclosed for NEOs (e.g., 2x salary+target bonus on CIC termination), but not for Mr. Hughes in the proxy; General Counsel’s agreement terms are not itemized in the available disclosures .
Investment Implications
- Alignment improving: Hughes’ beneficial ownership rose from 0 in 2022 to 24,466 shares in 2025 while remaining <1% of outstanding—evidence of increasing “skin in the game” but still a modest stake relative to float; anti-pledging policy mitigates collateralization risk .
- Pay-for-performance rigor: PSU outcomes (14.8% for 2022 cohort; ~6% tracking for 2023 as of 12/31/2024) imply stringent TSR and operational hurdles; annual cash bonus metrics are discipline-focused (Core FFO/share, G&A, leverage), reinforcing performance-based pay structures .
- Retention risk moderate: Time-based RSUs and multi-year PSU cycles support continuity; stock ownership guidelines require meaningful holdings within five years, increasing long-term alignment; absence of disclosed personal severance details for General Counsel reduces visibility into exit economics vs NEOs .
- Governance quality: Double-trigger CIC, minimum vesting, clawbacks, and anti-hedging/pledging are shareholder-friendly; compensation peer benchmarking by Ferguson Partners and below-median positioning reduce pay inflation risk .