Richard J. Lieb
About Richard J. Lieb
Independent director of Orion Properties Inc. (NYSE: ONL) since November 2021; age 65; Chair of the Audit Committee. Lieb is a seasoned real estate investment banker with 35+ years’ experience, including senior leadership roles at Greenhill & Co. and Goldman Sachs; he holds a BA from Wesleyan University and an MBA from Harvard Business School, and maintains FINRA Series 7/63/24 licenses . ONL’s Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenhill & Co., LLC | Senior Advisor | Jan 2019 – Jul 2023 | Senior advisory across restructuring and corporate advisory |
| Greenhill & Co., LLC | Managing Director; Chairman of Real Estate | 2012 – Jan 2019 | Management Committee member 2008–2015; led real estate advisory |
| Greenhill & Co., LLC | Chief Financial Officer | 2008 – 2012 | Oversaw firm finance; Management Committee member |
| Greenhill & Co., LLC | Head of Restructuring; Head of North American Corporate Advisory | During tenure | Led key practices |
| Goldman Sachs & Co. | Head, Real Estate Investment Banking | 2000 – 2005 | Led real estate IB; 20+ years at firm |
| Domio, Inc. | Advisory Director (private company) | Began Jun 2018; no longer holds | Hospitality tech startup advisory |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AvalonBay Communities, Inc. (NYSE: AVB) | Director | Sep 2016 – Present | Public REIT board service |
| Star Holdings (Nasdaq: STHO) | Trustee/Director | Mar 2023 – Present | Public REIT board service |
| iStar Inc. (NYSE: STAR) | Director | Apr 2019 – Mar 2023 | Prior board; REIT |
| CBL & Associates Properties, Inc. (NYSE: CBL) | Director | Feb 2016 – Nov 2021 | Prior board; REIT |
| VEREIT, Inc. | Director | Feb 2017 – Nov 2021 | Prior board; acquired by Realty Income |
| American Jewish Committee; Wesleyan Univ. Career Advisory Council | Member | AJC (active); Wesleyan CAC 2007–2012 | Civic/academic involvement |
Board Governance
- Committee assignments: Audit Committee Chair; qualifies as an “audit committee financial expert.” Audit Committee also includes Dr. Allen and Mr. Whyte; all members independent; 5 meetings in 2024 .
- Independence: Board affirmed Lieb’s independence; all directors except the CEO are independent .
- Attendance: Board met 5 times with 4 executive sessions in 2024; each director attended ≥75% of Board/committee meetings; all but one director attended the 2024 annual meeting .
- Risk oversight: Audit Committee oversees financial reporting integrity, auditor independence, internal audit; Board runs ERM with cyber updates quarterly and semiannual reviews .
- Governance practices: Majority voting with resignation policy, annual elections, director ownership guidelines, no poison pill, stockholders’ right to call special meetings, clawback policy, double-trigger change-in-control .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Board Member Retainer | $65,000 | Annual cash retainer |
| Audit Committee Chair Retainer | $20,000 | Additional cash retainer for chair role |
| Meeting Fees | $1,500 | Per meeting beyond six/year (if applicable) |
| 2024 Fees Earned (Cash) | $85,000 | Actual cash paid to Lieb in 2024 |
Performance Compensation
| Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU Award (Director) | $100,000 | Vests in full at earlier of 1-year or next annual meeting, subject to service | None; time-based only (no performance linkage disclosed) |
Director Compensation (2024 Actuals)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (RSUs grant-date fair value) | $100,000 |
| All Other Compensation (Dividend equivalents) | $7,340 |
| Total Compensation | $192,340 |
Other Directorships & Interlocks
- Public company boards: AvalonBay (AVB) and Star Holdings (STHO) current; prior boards include iStar, CBL & Associates, and VEREIT .
- ONL service limits: Directors may serve on ≤5 public boards; audit committee members on ≤2 other audit committees unless Board approves—current directors are compliant .
- Independence assessment: Board specifically considered inter-company transactions for certain directors (e.g., CBRE, First American, Realty Income) and affirmed independence; no such exceptions noted for Lieb .
Expertise & Qualifications
- Real estate capital markets, restructuring, M&A, securities offerings, financings; extensive REIT governance experience .
- Audit committee financial expert; FINRA Series 7/63/24 licenses .
- Education: BA (Wesleyan), MBA (Harvard Business School) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (Shares) | 29,373 (as of Mar 14, 2025) |
| RSUs Outstanding at Fiscal Year End | 26,738 (as of Dec 31, 2024) |
| Ownership % of Outstanding | <1% (asterisk denotes less than 1%) |
| Director Stock Ownership Guidelines | 5x annual cash retainer; compliance required within 5 years of Mar 7, 2023 (by Mar 7, 2028) |
| Insider Trading Policy | Adopted; filed as exhibit to 2024 Form 10-K |
Governance Assessment
-
Strengths:
- Independent Audit Chair with audit committee financial expert credentials; clear oversight of auditor pre-approval and independence; KPMG fees disclosed and pre-approved .
- Alignment mechanisms: annual director RSUs ($100k) with service-based vesting; director ownership guidelines (5x retainer) .
- Attendance and governance practices support board effectiveness (majority voting, resignation policy, clawback, double-trigger CIC) .
-
Conflicts/Related-party:
- 2024: No related party transactions subject to review under ONL’s policy; robust related-person review procedures via Audit Committee .
- Independence affirmed; no noted transactions tied to Lieb .
-
Risk indicators:
- Section 16(a) compliance: all insiders filed timely in 2024 (reduces regulatory risk) .
- Director overboarding risk appears low under ONL limits; Lieb’s current public boards (2) remain within guideline .
- No disclosure of stock pledging or hedging by directors beyond Insider Trading Policy; none indicated for Lieb .
-
Pay-for-performance context:
- Director pay is predominantly fixed cash plus time-based RSUs without performance metrics, standard for governance roles; no meeting fees unless exceeding six per year .
- Executive equity is performance-based with rigorous metrics (TSR, acquisitions, WALT, dispositions, occupancy), evidencing broader pay discipline at ONL, though this does not apply to directors .
Overall, Lieb’s profile as a long-tenured REIT director and former senior investment banker, coupled with his Audit Chair role and independence, supports investor confidence in financial oversight. No material conflicts or attendance issues were disclosed; equity ownership and guidelines provide alignment, though compliance status vs. 5x retainer is not disclosed and should be monitored .