Paul H. McDowell
About Paul H. McDowell
Paul H. McDowell is Chief Executive Officer, President, and a Director of Orion Properties Inc. (NYSE: ONL), age 64, serving on ONL’s board since November 2021; he holds a JD with honors from Boston University School of Law (1987) and a BA from Tulane University (1982) . McDowell previously served as EVP/COO at VEREIT (2015–2021), Co‑Head Real Estate (2015), and President, Office & Industrial Group (2013–2014); he was a founder and CEO of CapLease Inc. (2001–2013) and earlier corporate counsel at Sumitomo Corporation of America and Nutter, McClennen & Fish LLP . ONL operates a diversified single‑tenant net‑lease portfolio with 8.1M rentable square feet, 73.7% occupancy, and 5.2 years WALT as of 12/31/2024; ONL changed its name from Orion Office REIT to Orion Properties on March 5, 2025 to reflect a broader strategy toward dedicated-use assets . ONL’s pay programs for McDowell are heavily equity‑based and tied to absolute TSR and operational metrics (acquisitions, average lease term, dispositions, occupancy), with robust clawbacks and anti‑hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| VEREIT, Inc. | EVP & COO | Oct 2015–Nov 2021 | Oversight of operations at large net‑lease REIT |
| VEREIT, Inc. | Co‑Head, Real Estate | Jan–Sep 2015 | Co-led real estate strategy/execution |
| VEREIT, Inc. | President, Office & Industrial Group | Nov 2013–Dec 2014 | Led office/industrial portfolio management |
| CapLease Inc. | Founder; CEO; Chairman (from Dec 2007) | CEO 2001–2013; Chairman 2007–2013 | Built/led net‑lease REIT; board leadership |
| CapLease predecessor | Director | 2001–2004 | Early board service pre‑CapLease IPO |
| Sumitomo Corp. of America | Corporate Counsel | 1991–1994 | Corporate legal counsel to U.S. subsidiary |
| Nutter, McClennen & Fish LLP | Corporate Associate | 1987–1990 | Corporate legal practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CapLease Inc. | Director; Chairman | Director 2004–2013; Chairman from Dec 2007 | Public company board leadership |
| Tulane University School of Liberal Arts | Dean’s Advisory Council member | Prior service | Academic advisory involvement |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $563,835 | $581,039; annual base adjusted to $584,000 effective Mar 1, 2024 |
| Target annual bonus (% of salary) | 100% | 100% |
Performance Compensation
Annual Cash Bonus Programs
| Component | Weighting (2024) | Weighting (2025) |
|---|---|---|
| Individual performance | 33% | 33% |
| Core FFO per share | 30% | 30% |
| G&A expenses | 13% | 13% |
| Net Debt to Adjusted EBITDA | 24% | 24% |
| Payout scale | Threshold | Target | Maximum |
|---|---|---|---|
| Earned per component | 50% of target | 100% of target | 150% of target |
| Actual bonus paid | FY 2023 | FY 2024 |
|---|---|---|
| Cash bonus ($) | $756,278 | $779,640 |
Long-term Equity Awards (RSUs)
Performance-based RSUs: three-year performance periods; components and weights:
- Absolute TSR: 50%; acquisitions volume: 10%; average lease term: 20%; dispositions volume: 10%; occupancy rate: 10% .
- Vesting scale per metric: Below Threshold 0%, Threshold 25%, Target 50%, Maximum 100%; TSR vesting percentage adjusted ±1.0% per percentile below 20th or above 80th relative to peers, capped at 100% .
| Award year | Instrument | Target units (#) | Maximum units (#) | Performance period |
|---|---|---|---|---|
| 2024 | Performance RSUs | 398,983 | 797,966 | 1/1/2024–12/31/2026 |
| 2025 (subject to shareholder approval) | Performance RSUs | 381,833 | 763,666 | 1/1/2025–12/31/2027 |
| 2024 | Time-based RSUs | 193,353 | — | Vests 1/3 annually over 3 years (from 2/26/2024) |
| 2025 (subject to shareholder approval) | Time-based RSUs | 274,678 | — | Vests 1/3 annually over 3 years (from 3/3/2025) |
| 2025 Amended Plan new benefits | Total RSUs | — | 1,038,344 units; $1,600,000 grant-date value (CEO) |
2022 performance-based RSU outcome (performance period ended 12/31/2024):
- Overall vesting rate: 14.8% of PSUs vested; remainder forfeited .
- Metric payouts: Average lease term metric (20% weight) paid 74.0% of maximum; all other metrics (80% combined weight) below threshold, no payout .
- McDowell’s 2022 PSU vesting: Target 54,024; Maximum 108,047; Actual vested 15,989 .
Change in control and termination treatment (equity)
- If awards not assumed in a change in control, performance RSUs vest at the greater of actual-to-date or target; unvested remainder forfeited; time-based RSUs may accelerate per plan/award terms .
Equity Ownership & Alignment
| Item (as of stated date) | Amount | Notes |
|---|---|---|
| Beneficial shares owned (3/14/2025) | 124,737 shares; <1% of SO | |
| Stock ownership guidelines | CEO must hold ≥4x base salary; compliance due by Mar 7, 2028 | |
| Options outstanding | None (no options shown) | |
| Unvested time-based RSUs (12/31/2024) | 261,870 units; market value $971,538 at $3.71 | |
| Unearned performance RSUs (maximum) (12/31/2024) | 1,052,271 units; payout value $3,903,925 at $3.71 | |
| Dividend equivalents on RSUs | Paid upon vesting per award terms | |
| Anti-hedging/anti-pledging | Hedging, margin purchases, pledging prohibited | |
| Insider trading policy | Formal policy on trading windows/clearances filed with 2024 10‑K |
Note: Closing price of $3.71 on 12/31/2024 used by ONL for market value presentation .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement effective | Upon Distribution in Nov 2021; ongoing until terminated |
| Base salary & annual bonus | Initial $550,000; target annual bonus 100% of base salary; payable subject to continued employment through payment date |
| LTI eligibility | Annual equity awards at Compensation Committee’s discretion |
| Severance (without cause / good reason) | Cash severance equal to base salary + target bonus for year of termination; continued medical coverage for up to 1 year; time‑vesting equity vests in full; performance equity per plan/award |
| Change in control (double trigger) | If terminated without cause/for good reason within 18 months post‑CIC: lump‑sum cash equal to 2x (base salary + target bonus) |
| Death/disability | Pro‑rata vesting of time‑vested equity; performance equity per plan/award; accrued but unpaid prior-year bonus if applicable |
| Restrictive covenants | Confidentiality (indefinite); non‑compete and non‑solicit during employment and 12 months thereafter |
| Clawback | Mandatory Dodd‑Frank compliant clawback; discretionary recoupment for miscalculated metrics; no indemnification for recouped pay |
Board Governance
- Board roles: McDowell is CEO, President, and Director; he is not on any board committees (none listed) and is not independent due to executive status .
- Leadership structure: Roles of Non‑Executive Chairman (Reginald H. Gilyard) and CEO are separated to enhance independent oversight; regular executive sessions of independent directors held (four in 2024) .
- Committee memberships and independence: All committees comprise independent directors; Audit (Chair Lieb), Compensation (Chair Whyte), Nominating & Corporate Governance (Chair Gilyard) .
- Board activity: Five board meetings and four executive sessions in 2024; each director attended at least 75% of meetings .
- Director compensation: Cash retainers and RSUs for non‑employee directors; CEO directors are compensated under executive programs, not the non‑employee director plan .
Compensation Committee Analysis and Peer Benchmarking
- Independent consultant: Ferguson Partners Consulting (FPC) advises the Compensation Committee; ONL’s executive pay levels/mix historically below median of peer group .
- 2024 peer group: Brandywine Realty Trust, City Office REIT, Easterly Government Properties, Getty Realty, Global Medical REIT, LTC Properties, NETSTREIT, One Liberty Properties, Plymouth Industrial REIT, Postal Realty Trust, Summit Hotel Properties; selection based on REIT industry, asset class, size, cross‑citation, and proxy advisory inclusions .
Related Party Transactions and Compliance
- Anti‑hedging/pledging and insider trading policies implemented; directors and officers filed Section 16 reports timely in 2024 .
- No related‑party transactions subject to review occurred in 2024 .
Performance Compensation – Detailed Tables
2024 Annual Bonus Program structure
| Metric | Weight | Target | Actual | Payout factor | Notes |
|---|---|---|---|---|---|
| Individual performance | 33% | Not disclosed | Not disclosed | 50–150% scale | Threshold 50%, Target 100%, Max 150% |
| Core FFO per share | 30% | Not disclosed | Not disclosed | 50–150% scale | Non‑GAAP metric |
| G&A expenses | 13% | Not disclosed | Not disclosed | 50–150% scale | — |
| Net Debt to Adjusted EBITDA | 24% | Not disclosed | Not disclosed | 50–150% scale | Non‑GAAP metric |
2022 Performance RSUs outcome (performance period ended 12/31/2024)
| Metric | Weight | Target payout | Actual payout | Vesting consequence |
|---|---|---|---|---|
| Average lease term | 20% | Up to 100% of component | 74.0% of maximum for this metric | Partial vesting |
| Absolute TSR | 50% (typical framework) | Up to 100% of component | Below threshold; 0% | No vesting |
| Acquisitions | 10% | Up to 100% of component | Below threshold; 0% | No vesting |
| Dispositions | 10% | Up to 100% of component | Below threshold; 0% | No vesting |
| Occupancy rate | 10% | Up to 100% of component | Below threshold; 0% | No vesting |
| Overall award | — | — | 14.8% of PSUs vested; remainder forfeited | — |
Multi-year Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $563,835 | $581,039 |
| Stock awards ($) | $2,121,330 | $2,559,997 |
| Cash bonus ($) | $756,278 | $779,640 |
| All other compensation ($) | $14,316 | $31,572 |
| Total compensation ($) | $3,455,759 | $3,952,248 |
Vesting Schedules and Upcoming Events
- Time-based RSUs vest one‑third annually over three years; 2024 grant on Feb 26, 2024 and 2025 grant on Mar 3, 2025 follow this schedule .
- Specific near‑term vest: 12,005 time-based RSUs scheduled to vest on Mar 22, 2025 (part of earlier grants) .
- Performance RSUs vest after three-year performance periods: 2023 grant period ends 12/31/2025; 2024 grant period ends 12/31/2026; 2025 grant period ends 12/31/2027 .
Director Compensation (Board Service)
- Non‑employee director program: Cash retainers and RSUs ($100,000 for directors; +$25,000 RSUs for Non‑Executive Chairman); committee chair retainers; meeting fees beyond six/year .
- 2024 director comp example (non‑employees): Gilyard $102,500 cash + $125,000 stock; others $65–85k cash + $100k stock; dividend equivalents paid on RSUs .
- McDowell is an employee director; his compensation is covered under executive pay tables .
Investment Implications
- Pay-for-performance alignment: CEO’s LTI is majority performance-based (60% PSUs historically for CEO), tied to absolute TSR and operational drivers; 2022 PSU vesting at 14.8% underscores rigor and headwinds, particularly on TSR, acquisitions, dispositions, and occupancy metrics .
- Upcoming supply of shares and dilution optics: 2025 Amended Plan expands share pool to 8.3M; CEO’s planned 2025 grant totals 1,038,344 RSUs contingent on shareholder approval/listing/registration, supporting retention but creating future vesting-related selling pressure as awards settle .
- Alignment and risk controls: 4x salary stock ownership guideline for CEO with compliance by March 2028; robust clawback and strict anti‑hedging/anti‑pledging mitigate misalignment and forced‑selling risk; no options outstanding lowers repricing risk .
- Severance/CIC economics: Moderate single‑trigger severance (1x salary+bonus) and double‑trigger CIC (2x salary+bonus) with full vesting of time‑based equity upon qualifying termination, reducing retention risk but increasing change‑in‑control cost exposure; equity remains subject to performance provisions .
- Governance: Separation of Non‑Executive Chairman and CEO roles, independent committees, and regular executive sessions bolster oversight amid strategic pivot to dedicated-use assets; EGC status means no say‑on‑pay until expiration, reducing near‑term shareholder feedback on compensation .