Reginald H. Gilyard
About Reginald H. Gilyard
Non-Executive Chairman of the Board at Orion Properties Inc. (ONL), independent since November 2021; age 61. Background spans strategy consulting (BCG Senior Advisor; former Partner/Managing Director), academia (Dean, Chapman University Argyros School), and military (U.S. Air Force program management; promoted to Major in USAF Reserve). Education: B.S. (U.S. Air Force Academy), M.S. (USAF Institute of Technology), MBA (Harvard Business School). Current public boards: First American Financial (FAF), CBRE Group (CBRE), and Realty Income (O). Committees at ONL: Chair—Nominating & Corporate Governance; Member—Compensation. Non-executive chair/independent director structure separates Chair and CEO roles.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Partner & Managing Director; later Senior Advisor | Partner/MD 1996–2012; Senior Advisor 2017–present | Led multi-national strategy, M&A, transformation engagements; strategy execution expertise cited by ONL board. |
| Chapman Univ. – Argyros School | Dean | 2012–2017 | Drove ranking improvements; leadership/academia credential. |
| U.S. Air Force / USAF Reserve | Program Manager; promoted to Major (Reserve) | 9 yrs active; +3 yrs Reserve | Program/operations discipline; defense project oversight. |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| First American Financial (NYSE: FAF) | Director | Public | 2017–present |
| CBRE Group, Inc. (NYSE: CBRE) | Director | Public | 2018–present |
| Realty Income Corporation (NYSE: O) | Director | Public | 2018–present |
| Boston Consulting Group (BCG) | Senior Advisor | Private | 2017–present |
Board Governance
- Role and independence: Non-Executive Chairman; ONL affirms independence (NYSE criteria). In assessing independence, the Board considered ordinary-course transactions with FAF (title) and CBRE (property management/brokerage); determined no material relationship. All committees comprised solely of independent directors.
- Structure: Separate Chair and CEO; Chair serves as liaison to management and presides over independent sessions.
- Attendance and engagement: 2024—Board met 5 times; 4 executive sessions presided over by Gilyard; each director attended at least 75% of Board and applicable committee meetings; all but one director attended the 2024 annual meeting.
- Committee activity (2024 meetings): Audit (5), Compensation (4), Nominating & Corporate Governance (3). Gilyard chairs Nominating & Corporate Governance; member of Compensation.
- Governance practices: Majority voting with resignation policy; annual elections; regular executive sessions; clawback policy; no poison pill; director/executive stock ownership guidelines.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board Member Retainer (cash) | $65,000 | Standard non-employee director annual retainer. |
| Additional Non-Executive Chairman Retainer (cash) | $25,000 | For Board chair responsibilities. |
| Committee Chair Fees (cash) | Audit: $20,000; Comp: $15,000; Nominating: $12,500 | Per committee chair role; Gilyard chairs Nominating & Corporate Governance. |
| Meeting Fees (cash) | $1,500 | For Board/committee meetings in excess of six per year. |
| Annual Equity Grant (RSUs) | $100,000 | Granted to each non-employee director. |
| Additional Equity for Non-Executive Chairman (RSUs) | $25,000 | Additional RSUs for chair role. |
2024 actual compensation (Gilyard):
- Cash fees: $102,500; Stock awards: $125,000; Dividend equivalents: $9,174; Total: $236,674.
Performance Compensation (Director)
| Element | Detail |
|---|---|
| Equity vehicle | Time-based RSUs (no performance metrics) granted annually; for Chair: $100,000 + $25,000. |
| Vesting | Vest in full on the earlier of first anniversary of grant or next annual meeting, subject to continued service. |
| Dividend equivalents | Paid upon vesting; shown as “All Other Compensation.” |
Note: ONL’s performance-based equity metrics (TSR; acquisition/disposition volume; average lease term; occupancy) apply to executives, not directors. Director equity is time-based only.
Other Directorships & Interlocks
| Company | Industry Link to ONL | Potential Interlock/Conflict Consideration |
|---|---|---|
| Realty Income (O) | Former parent of ONL via 2021 separation; ongoing market adjacency | Board remains comfortable: independence affirmed; separation described; ONL operates independently. |
| CBRE (CBRE) | Real estate services provider | ONL had ordinary-course property management/brokerage with CBRE; independence affirmed. |
| First American Financial (FAF) | Title insurance/services | ONL engaged ordinary-course title services; independence affirmed. |
Expertise & Qualifications
- Strategic leadership and execution (BCG Senior Advisor; former BCG Partner/MD).
- Governance and board leadership (Non-Executive Chair; committee chair experience).
- Academia/education leadership (Dean, Chapman Argyros School).
- Defense/operations program management (USAF/USAFR).
- Education: B.S. (USAFA); M.S. (USAF Institute of Technology); MBA (Harvard).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Reginald H. Gilyard | 76,225 | * (<1%) | As of March 14, 2025 record date (56,170,808 shares outstanding). |
| RSUs outstanding (director) | 33,422 | n/a | RSUs outstanding at 12/31/2024 for Gilyard. |
Ownership alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer; compliance window five years from adoption (by March 7, 2028) or within five years of appointment.
- Anti-hedging/anti-pledging: Prohibits hedging, pledging, margin, and derivatives on ONL stock.
- Clawback: Dodd-Frank compliant; mandatory recoupment on restatement; discretionary recoupment if metrics recalculated lower.
Governance Assessment
-
Positives
- Independent Non-Executive Chair with clear separation from CEO; regular executive sessions increase independent oversight.
- Strong committee coverage with independent membership; Gilyard chairs Nominating & Corporate Governance and serves on Compensation, positioning him at the center of board refreshment, governance, and pay oversight.
- Attendance and engagement indicators acceptable (≥75% by all directors; robust meeting cadence).
- Director pay mix balanced with meaningful equity; chair-specific increment aligns with responsibility.
- Ownership alignment through stock ownership guidelines; robust anti-hedging/pledging and clawback policies enhance investor alignment.
-
Watch items / potential conflicts
- External directorships at FAF and CBRE where ONL engages ordinary-course services; board deemed immaterial and maintained independence, but investors may monitor for any expansion or preferential terms.
- Interlock with Realty Income (former parent); board structure and independence determinations mitigate, but continued vigilance warranted given sector ties.
-
Related-party transactions
- ONL reports no related party transactions subject to policy review during 2024.
-
Signals affecting confidence
- Board asserts majority voting with resignation policy and ongoing stakeholder engagement; absence of a poison pill and double-trigger CIC protections are shareholder-friendly.
- S-3 signature confirms current title as Director, Non-Executive Chairman as of November 10, 2025 (continuity signal).