Document

DEF 14A 1 definitiveproxystatement20.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant			x
Filed by a Party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

ORION PROPERTIES INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)		Title of each class of securities to which transaction applies:
(2)		Aggregate number of securities to which transaction applies:
(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)		Proposed maximum aggregate value of transaction:
(5)		Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)		Amount Previously Paid:
(2)		Form, Schedule or Registration Statement No.:
(3)		Filing Party:
(4)		Date Filed:


			2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016
Notice of Annual Meeting of Stockholders To Be Held on Wednesday, May 14, 2025

March 21, 2025

TO THE STOCKHOLDERS OF ORION PROPERTIES INC.:

MEETING DETAILS

I am pleased to invite you to the 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Orion Properties Inc., a Maryland corporation (the “Company,” “Orion,” “we,” or “our”). The Annual Meeting will be held virtually on Wednesday, May 14, 2025 at 11:30 A.M. (Eastern Time). To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2025 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the Annual Meeting. At the Annual Meeting, you will be asked to:

DATE

Wednesday, May 14, 2025

TIME

Elect the five director nominees described in the enclosed proxy statement to serve on the Board of Directors until the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualify;

11:30 A.M. (Eastern Time)

Approve the amended and restated Orion Properties Inc. 2021 Equity Incentive Plan, the primary purpose of which is to increase by 4,600,000 shares the maximum aggregate number of shares of common stock issuable under the stock plan, from 3,700,000 to 8,300,000 shares;

LOCATION

Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

Consider and act on such other matters as may properly come
before the Annual Meeting and any adjournment thereof.

www.virtualshareholdermeeting.com/ONL2025

The proxy statement following this notice describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

Our Board of Directors has fixed the close of business on March 14, 2025 as the record date for the Annual Meeting. Only stockholders of record of shares of our common stock, par value $0.001 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

We make proxy materials available to our stockholders on the Internet. You can access proxy materials at www.proxyvote.com. You also may authorize your proxy via the Internet or by telephone by following the instructions on www.proxyvote.com. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included therein.

Your vote is important.

By Order of the Board of Directors,

Paul C. Hughes

General Counsel and Secretary



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2025 This proxy statement and our 2024 Annual Report to Stockholders are available at www.proxyvote.com. Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. If you attend the Annual Meeting, you may vote at the meeting if you wish, even if you previously have submitted your proxy.



Table of Contents For the 2025 Proxy Statement


IMPORTANT DATES AND WAYS TO VOTE			1
PROXY STATEMENT			4
ABOUT THE COMPANY			4
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			5
PROPOSAL 1 - ELECTION OF DIRECTORS			11
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES			18
EXECUTIVE OFFICERS			28
PROPOSAL 2 - AMENDMENT AND RESTATEMENT TO THE 2021 EQUITY INCENTIVE PLAN			33
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			43
AUDIT COMMITTEE REPORT			45
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			46
EXECUTIVE COMPENSATION			47
COMPENSATION OF THE BOARD OF DIRECTORS			61
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			63
STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN STOCKHOLDERS			64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			67
OTHER MATTERS PRESENTED FOR ACTION AT THE 202 5 ANNUAL MEETING			68
ATTENDANCE AT THE 202 5 ANNUAL MEETING			69
STOCKHOLDER PROPOSALS FOR THE 202 6 ANNUAL MEETING			70
ANNEX A			A-1



Proxy Summary For the 2025 Annual Meeting

IMPORTANT DATES

March 14, 2025

The record date for the Annual Meeting is March 14, 2025. Only holders of shares of the Company’s common stock, par value $0.001 per share, at the close of business on March 14, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

May 14, 2025

The Annual Meeting will be held on May 14, 2025 at 11:30 A.M. (Eastern Time). The Annual Meeting will be held in a virtual-only format. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2025 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the virtual Annual Meeting.

WAYS TO VOTE

ONLINE

PHONE

MAIL

www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

Send to Vote Processing

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to:

Vote Processing

c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.


2025 Proxy Statement			1			Orion Properties Inc.

VOTING MATTERS


Proposal		Board Recommendation	Page Reference

1	Elect the five director nominees described in this proxy statement to serve on the Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify;	“FOR” the election of the director nominees to serve on the Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.	11
2	Approve the amended and restated Orion Properties Inc. 2021 Equity Incentive Plan, the primary purpose of which is to increase by 4,600,000 shares the maximum aggregate number of shares of common stock issuable under the stock plan, from 3,700,000 to 8,300,000 shares;	“FOR” the proposed amended and restated Orion Properties Inc. 2021 Equity Incentive Plan.	33
3	Ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and	“FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.	43
4	Consider and act on such matters as may properly come before the Annual Meeting and any adjournment thereof. The Board of Directors does not know of any matters that may be considered at the Annual Meeting other than the matters set forth above.

QUESTIONS

If you have questions regarding voting by proxy or authorizing a proxy by telephone or via the Internet to vote your shares that are not answered below, please contact Broadridge Financial Solutions, Inc. at (800) 690-6903.

PORTFOLIO HIGHLIGHTS

Operating Properties

Arch Street Joint Venture Properties

8.1 million

Rentable Square Feet(1)

73.7%

Occupancy Rate(2)

74.4%

Investment Grade Tenancy(3)

5.2 Years

Weighted Average Remaining Lease Term(4)


2025 Proxy Statement			2			Orion Properties Inc.

(1)“Rentable Square Feet” is leasable square feet of all properties owned and consolidated by the Company as of December 31, 2024, excluding properties being repositioned, redeveloped, developed or held for sale, and including the Company's proportionate share of leasable square feet of properties owned by our unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC (the “Arch Street Joint Venture”).

(2)“Occupancy Rate” equals the sum of “Occupied Square Feet” divided by Rentable Square Feet and includes the Company's proportionate share of such amounts related to the Arch Street Joint Venture, in each case, as of December 31, 2024. “Occupied Square Feet” is Rentable Square Feet for which revenue recognition has commenced in accordance with generally accepted accounting principles in the United States (“GAAP”) and includes such amounts related to the Arch Street Joint Venture. Adjusted for two properties that were under agreements to be sold, the Company’s Occupancy Rate was 73.1% as of December 31, 2024.

(3)“Investment-Grade Tenants” are those with a Standard & Poor’s credit rating of BBB- or higher or a Moody’s credit rating of Baa3 or higher. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable.

(4)“Weighted Average Remaining Lease Term” is the number of years remaining on each respective lease as of December 31, 2024, weighted based on “Annualized Base Rent” and includes the years remaining on each of the respective leases of the Arch Street Joint Venture, weighted based on the Company's proportionate share of Annualized Base Rent related to the Arch Street Joint Venture. “Annualized Base Rent” is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of December 31, 2024, multiplied by 12, including the Company's proportionate share of such amounts related to the Arch Street Joint Venture. Annualized Base Rent is not indicative of future performance.


2025 Proxy Statement			3			Orion Properties Inc.



Proxy Statement For the 2025 Annual Meeting

The accompanying proxy card, together with this proxy statement and our 2024 Annual Report, is solicited by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Orion Properties Inc., a Maryland corporation (the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms refer to the Company, and references in this proxy statement to “you” refer to the stockholders of the Company. This proxy statement and our 2024 Annual Report have either been made available to you on the Internet or mailed to you. Mailing to our stockholders commenced on or about March 21, 2025.

ABOUT THE COMPANY

The Company is an internally-managed real estate investment trust (“REIT”) engaged in the ownership, acquisition and management of a diversified portfolio of office buildings in high-quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy tenants. Our portfolio is comprised of traditional office buildings, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties. As of December 31, 2024, the Company’s portfolio consisted of 69 office properties totaling approximately 7.9 million total leasable square feet located across 29 states. The Company also owns a 20% equity interest in the Arch Street Joint Venture which, as of December 31, 2024, owned a portfolio of six properties with an aggregate of 1.0 million leasable square feet. On March 5, 2025, the Company changed its name from Orion Office REIT Inc. to Orion Properties Inc. to better describe its broader investment strategy to shift its portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component. The Company defines dedicated use assets as those that include a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered traditional office properties.

The Company was initially formed as a wholly-owned subsidiary of Realty Income Corporation (“Realty Income”). Following completion of the merger transaction involving Realty Income and VEREIT, Inc. (“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (collectively, the “Separation”) to the Company and its operating partnership, Orion Properties LP. On November 12, 2021, following the Separation, Realty Income effected a special distribution to its stockholders of all of the outstanding shares of common stock of the Company (the “Distribution”). Following the Distribution, the Company has been operating as an independent publicly traded company, and the Company has elected to be taxed as a REIT, commencing with its initial taxable year ending December 31, 2021.


2025 Proxy Statement			4			Orion Properties Inc.

The Company is a publicly traded Maryland corporation listed on the New York Stock Exchange under the ticker symbol “ONL.” The mailing address of our principal executive offices is 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016.

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, the Company provides in this proxy statement the specified scaled disclosure permitted under applicable federal securities laws. In addition, as an emerging growth company, the Company is not required to conduct votes seeking approval, on an advisory basis, of the compensation of its named executive officers or the frequency that such votes must be conducted.

The Company will cease to be an emerging growth company on the date that is the earliest of: (i) the last day of the fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) December 31, 2026, or the last day of our fiscal year following the fifth anniversary of the date of the Distribution; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the U.S. Securities and Exchange Commission (the “SEC”).

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING



			Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?


			As permitted by rules adopted by the SEC, we are making this proxy statement and our 2024 Annual Report available to our stockholders electronically via the Internet. On or about March 21, 2025, we began mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our 2024 Annual Report online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this proxy statement and our 2024 Annual Report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 2024 Annual Report is not part of the proxy solicitation material.



			Can I access the Notice, Proxy Statement and the 2024 Annual Report on the Internet?


			Yes, these materials are available on our website and can be accessed at www.proxyvote.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.


2025 Proxy Statement			5			Orion Properties Inc.



			Who can vote at the Annual Meeting?


			The record date for the Annual Meeting is March 14, 2025. Only holders of shares of our common stock, par value $0.001 per share, at the close of business on March 14, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the record date, 56,170,808 shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting.



			How many votes do I have?


			Each share of common stock has one vote on each matter considered at the Annual Meeting or any adjournment or postponement thereof. The proxy card shows the number of shares of common stock you are entitled to vote.


2025 Proxy Statement			6			Orion Properties Inc.



			How may I vote?


			If you are a “registered owner” or “record holder” (i.e., you hold your shares in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A.) or if you are a “beneficial owner” and your bank, broker or similar organization is the holder of your shares (i.e., your shares are held in “street name”), you may attend the Annual Meeting virtually and vote your shares during the Annual Meeting. If you attend the Annual Meeting and you submit your vote during the meeting, any previous votes that you submitted by mail or authorized via the Internet or by telephone will be superseded by the vote that you cast at the Annual Meeting. To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2025 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Further instructions for voting can be obtained by calling Broadridge Financial Solutions, Inc. at (800) 690-6903. Stockholders may submit their votes by mail (if they have received a hard copy set of documents) by completing, signing, dating and returning their proxy card in the envelope enclosed with the mailing. Stockholders also have the following two options for authorizing a proxy to vote their shares: •via the Internet at www.proxyvote.com; or •by telephone to Broadridge Financial Solutions, Inc. For those who hold shares in their own name, by calling (800) 690-6903 and for shares held in “street name,” by calling (800) 454-8683. For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of authorizing a proxy that also provides cost savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by telephone prior to the date of the Annual Meeting, your proxy authorization is recorded immediately and there is no risk that postal delays will cause your vote by proxy to arrive late and, therefore, not be counted. For further instructions on authorizing a proxy to vote your shares, see the proxy card. If your shares are held in “street name,” you should instruct your bank, broker or other record holder how to vote your shares by following the voting instructions provided by such organization. If you do not give instructions to your bank, broker or record holder, such bank, broker or record holder will be entitled to vote your shares on routine items, but will not be permitted to do so on non-routine items. Your bank, broker or record holder will have discretion to vote on Proposal 3 (ratification of auditors) without any instructions from you, but such bank, broker or record holder will not have the ability to vote your uninstructed shares on Proposal 1 (election of directors) or Proposal 2 (amend and restate Orion Properties Inc. 2021 Equity Incentive Plan) on a discretionary basis. Accordingly, if you hold your shares in “street name” and you do not instruct your bank, broker or other record holder how to vote on these proposals, such bank, broker or record holder cannot vote these shares and will report them as “broker non-votes,” meaning that no votes will be cast on your behalf for Proposal 1.



			How will proxies be voted?


			Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If you are a registered stockholder and submit a properly executed proxy but do not indicate any voting instructions, the shares will be voted “FOR” the (i) election of the director nominees named in this proxy statement, (ii) proposed amended and restated Orion Properties Inc. 2021 Equity Incentive Plan and (iii) ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. We are not currently aware of any matters to be presented at the Annual Meeting other than those described in this proxy statement. If any other matters not described in this proxy statement are properly presented at the Annual Meeting, any proxies received by us will be voted at the discretion of the proxy holders.


2025 Proxy Statement			7			Orion Properties Inc.



			How can I change my vote or revoke a proxy?


			You have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy via the Internet, by telephone or by mail to: Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, or (ii) by attending the Annual Meeting and voting during the meeting. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting.



			What vote is required to approve each item?


			A nominee for director shall be elected as a director only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee at the Annual Meeting at which a quorum is present. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee. The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to approve the amended and restated Orion Properties Inc. 2021 Equity Incentive Plan and for ratifying the appointment of KPMG as the Company’s independent auditor for the fiscal year ending December 31, 2025. Abstentions and broker non-votes, if any, will have no effect on the outcome of Proposals 1, 2 and 3. As noted above, brokers do not have discretionary authority to vote your shares on Proposal 1 or Proposal 2. Broker non-votes are not expected to result from Proposal 3 since as a beneficial owner, your bank, broker, or other record holder is permitted to vote your shares even if the bank, broker or record holder does not receive voting instructions from you. None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter.



			What constitutes a “quorum”?


			The presence at the Annual Meeting, in-person or represented by proxy, entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter, or 28,085,405 shares, will constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether there is a quorum.


2025 Proxy Statement			8			Orion Properties Inc.



			What happens if a quorum is not present at the Annual Meeting?


			If a quorum is not present at the scheduled time of the Annual Meeting, the chairman of the meeting may adjourn the meeting to a later place, date or time until a quorum is present. The place, date and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be required unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting.



			Will you incur expenses in soliciting proxies?


			We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. We have retained Broadridge Financial Solutions, Inc., to aid in the mailing of proxy materials and tabulation and recording of votes. In addition, our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will request banks, brokers and other record holders to forward copies of the proxy materials to people on whose behalf they hold shares of common stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the SEC, we will reimburse such banks, brokers and other record holders for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of our common stock.



			What does it mean if I receive more than one proxy card?


			Some of your shares may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts via the Internet or by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call us at 602-675-0338. Combining accounts reduces excess printing and mailing costs, resulting in cost savings that benefit you as a stockholder.


2025 Proxy Statement			9			Orion Properties Inc.



			What if I receive only one set of proxy materials although there are multiple stockholders at my address?


			The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering to that address a single proxy statement to those stockholders. This process is referred to as “householding.” The rules benefit both you and us. It reduces the volume of duplicate information you receive at your household and helps us reduce expenses. Some brokers household proxy materials, delivering a single proxy statement (including notice of annual meeting) and annual report to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Although the proxy materials may be householded, each account in a household will receive its own Notice and proxy card to vote. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If a single copy of the proxy statement (including notice of annual meeting) and annual report was delivered to your household and you wish to receive a separate copy of such materials, please notify us and we will promptly provide you with such copy. Additionally, if, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement (including notice of annual meeting) and annual report, or if you are receiving multiple copies of the proxy statement (including notice of annual meeting) and annual report and wish to receive only one copy, please notify your broker if your shares are held in a brokerage account, or notify us if you hold registered shares. You may notify us by calling us at 602-675-0338 or by mailing a request to us at 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016, Attention: Investor Relations.


2025 Proxy Statement			10			Orion Properties Inc.



Proposal One Election of Directors

GENERAL

BOARD RECOMMENDATION

The Board of Directors is responsible for monitoring and supervising the performance of our executive management team. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until their respective successor is duly elected and qualifies or until his or her earlier death, resignation or removal. The Company’s charter and bylaws provide that the number of directors shall not be less than the minimum number required by the Maryland General Corporation Law nor more than fifteen; provided, however, that the number of directors may be changed from time to time only by the Board of Directors. The number of directors on the Board is currently fixed at five.

The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, proposes that the five nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for any substitute nominee, if any, who may be designated by the Board to replace that nominee. At this time, the Board of Directors does not know of any reason why any nominee would not be able to serve as a director.

VOTE

The Board of

Directors unanimously recommends that the stockholders vote “FOR” each of Messrs. McDowell, Gilyard, Lieb, and Whyte and Dr. Allen to serve on the Board of Directors until the next annual meeting of stockholders and until a successor for each is duly elected and qualifies.

VOTE REQUIRED

The election of each director nominee requires the affirmative vote of a majority of total votes cast for and against such nominee at the Annual Meeting at which a quorum is present. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee.

The Company’s Director Resignation Policy (the “Resignation Policy”) requires a director who is nominated in an uncontested election but receives less than the affirmative vote of a majority of the total votes cast for and against such nominee in such election to immediately tender his or her resignation to the Board of Directors for its consideration, which shall be subject to, and effective upon, the Board of Directors’ acceptance of such resignation. The Resignation Policy generally provides that the Nominating and Corporate Governance


2025 Proxy Statement			11			Orion Properties Inc.

Committee of the Board of Directors will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will then consider the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision to either accept or reject the resignation within 90 days from the date of certification of the election results. The director nominee whose resignation is being considered will not participate in the recommendation of the Nominating and Corporate Governance Committee of the Board or the decision of the Board of Directors as to whether to accept his or her resignation. An election will be considered “non-contested” for these purposes unless the Company has received proper notice of the intention of any stockholder separately to nominate a director for election at a meeting at which directors are to be elected and such nomination has not been withdrawn on or before the close of business on the tenth day before the date of filing by the Company of its definitive proxy statement for the meeting with the SEC and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting.

DIRECTOR NOMINEES AND BUSINESS EXPERIENCE

Our director nominees bring a variety of experiences, qualifications, attributes, and skills to our Board of Directors. The director nominee skills and experience matrix below is intended to highlight some of the key attributes that our Board of Directors has identified as being particularly valuable to assuring that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. More detail regarding each director nominee is provided in the applicable biography following the matrix.

ORION BOARD MEMBERSHIP SKILLS AND DIVERSITY MATRIX

Experience, Skill or Characteristic

McDowell

Gilyard

Allen

Lieb

Whyte

Public Company Board

Executive Management

Commercial Real Estate

Strategic Planning

Banking/Capital Markets

Audit Committee Financial Expert

Risk Management

Cyber/Technology

Sustainability, Social and Governance

Academia/Education

Racial Diversity

Gender Diversity


2025 Proxy Statement			12			Orion Properties Inc.

Set forth below are the names, biographical information and positions each of the director nominees holds with the Company as of the date of this proxy statement.

Paul H. McDowell

CHIEF EXECUTIVE OFFICER,

PRESIDENT AND DIRECTOR

Biography:

Mr. McDowell serves as the Chief Executive Officer, President of the Company. Mr. McDowell previously served as VEREIT, Inc.’s (“VEREIT”) Executive Vice President and Chief Operating Officer from October 2015 until November 2021. He previously served as VEREIT’s Co-Head, Real Estate from January 2015 to September 2015 and VEREIT’s President, Office and Industrial Group from November 2013 until December 2014. Prior to joining VEREIT, Mr. McDowell was a founder of CapLease Inc. (“CapLease”), a publicly-traded net-lease REIT, where he served as Chief Executive Officer from 2001 to 2013 and as Senior Vice President, General Counsel and Secretary from 1994 until 2001. Mr. McDowell served on the CapLease Board of Directors from 2004 to 2013 and was elected Chairman of the Board in December 2007. He served on the Board of Directors of CapLease’s predecessor from 2001 until 2004. From 1991 until 1994, Mr. McDowell was corporate counsel for Sumitomo Corporation of America, the principal U.S. subsidiary of one of the world’s largest integrated trading companies. From 1987 to 1990, Mr. McDowell was an associate in the corporate department at the Boston law firm of Nutter, McClennen & Fish LLP. He previously served as a member of the Dean’s Advisory Council for Tulane University School of Liberal Arts.

Education:

Mr. McDowell received his Juris Doctor with honors from Boston University School of Law in 1987 and received a Bachelor of Arts from Tulane University in 1982.

Skills and Qualifications:

We believe that Mr. McDowell’s current role as our chief executive officer and president, as well as his extensive commercial real estate and REIT industry knowledge with significant focus in the net lease sector make him a valuable and well qualified member of the Board of Directors.

Age:

Director Since:

November 2021

Committees:

None


2025 Proxy Statement			13			Orion Properties Inc.

Reginald H. Gilyard

NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS (INDEPENDENT DIRECTOR)

Biography:

Mr. Gilyard serves as the Non-Executive Chairman of the Board of Directors and an Independent Director and the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Mr. Gilyard is a Senior Advisor at the Boston Consulting Group, Inc. (“BCG”) where he is a recognized leader in strategy development and execution (2017-present). Prior to this role, Mr. Gilyard served as Dean of the Argyros School of Business and Economics at Chapman University (2012-2017). Under Mr. Gilyard’s leadership, the school significantly increased its national rankings at the undergraduate and graduate levels. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG where he led national and multi-national engagements with large corporations in strategy, M&A, and business transformation (1996-2012). Prior to BCG, Mr. Gilyard served nine years in the U.S. Air Force as a Program Manager, and was then promoted to Major in the U.S. Air Force Reserve where he served for an additional three years.

Mr. Gilyard offers valuable knowledge regarding strategy development and execution, having worked with management teams and boards to develop and implement successful strategies for over 20 years. His extensive consulting experience includes leading national and multi-national strategic engagements, pre and post M&A activity, and business transformation.

Education:

Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology, and an M.B.A. from Harvard Business School.

Current Public Company Directorships:

Mr. Gilyard currently serves on the board of directors of First American Financial Corporation (NYSE: FAF) (2017 - present), CBRE Group Inc. (NYSE: CBRE) (2018 - present), and Realty Income Corporation (NYSE: O) (2018 - present).

Skills and Qualifications:

We believe Mr. Gilyard’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience in leadership and strategy development and execution, make him a valuable and well qualified member of the Board of Directors.

Age:

Director Since:

November 2021

Committees:

•Nominating and Corporate Governance (Chair)

•Compensation


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Kathleen R. Allen

INDEPENDENT

DIRECTOR

Biography:

Dr. Allen serves as an Independent Director at Orion and a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Dr. Allen is also Professor Emerita at the Marshall School of Business and the founding director of the Center for Technology Commercialization at the University of Southern California (1991- 2016). She was the co-founder and chairwoman of Gentech Corporation (1994 - 2004) and in 2006 co-founded and became the Chief Executive Officer and served on the board of directors of N2TEC Institute, a nonprofit company focused on technology commercialization in rural America, until it completed its mission in 2013. She served on the board of directors of Realty Income Corporation (NYSE: O) from 2000 to 2022. Dr. Allen has co-founded four private companies, is currently a principal and on the board of directors of a real estate investment and development company, and serves on the board of advisors for a life science company in clinical trials. She was a Visiting Scholar at the Department of Homeland Security, where she advised on issues related to technology deployment, including cybersecurity. She has also worked with many startups and established companies to develop effective leadership and team building skills.

She is the author of 15 books in the field of entrepreneurship and technology commercialization, a field in which she is considered an expert.

Education:

Dr. Allen holds a B.A. from California State University, a M.A. from University of California Los Angeles, an MBA from California State University, and a PhD from the University of Southern California.

Skills and Qualifications:

We believe that Dr. Allen’s academic experience and her experience as a founder, director and advisor of the companies and organizations described above make her a valuable and well qualified member of the Board of Directors.

Age:

Director Since:

November 2021

Committees:

•Audit

•Compensation

•Nominating and Corporate Governance


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Richard J. Lieb

INDEPENDENT

DIRECTOR

Biography:

Mr. Lieb serves as an Independent Director at Orion and the Chair of the Audit Committee. Mr. Lieb previously served as a Senior Advisor of Greenhill & Co., LLC (“Greenhill”), a publicly traded independent investment banking firm which he joined in 2005, from January 2019 until his retirement in July 2023. From 2012 until January 2019, he served as Managing Director and Chairman of Real Estate at Greenhill. He previously served as Greenhill’s Chief Financial Officer from 2008 to 2012 and also served as a member of the firm’s Management Committee from 2008 to 2015. Mr. Lieb also served during his tenure at Greenhill as head of the firm’s Restructuring business and as head of North American Corporate Advisory. Prior to joining Greenhill in 2005, Mr. Lieb spent more than 20 years with Goldman Sachs & Co., where he headed that firm’s Real Estate Investment Banking Department from 2000 to 2005. In June 2018, Mr. Lieb became an Advisory Director for Domio, Inc., a private technology enabled hotel startup company, a position he no longer holds.

Overall, Mr. Lieb has more than 35 years of experience focusing on advisory opportunities in the real estate industry. His work has covered the full range of investment banking services for nearly all property sectors including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and merger and acquisition assignments. Mr. Lieb is licensed with FINRA and holds Series 7, Series 63 and Series 24 licenses.

Mr. Lieb is an active member of the American Jewish Committee (AJC) and served as a member of Wesleyan University’s Career Advisory Council from 2007 through 2012.

Education:

Mr. Lieb received a Bachelor of Arts degree from Wesleyan University and a Master of Business Administration degree from Harvard Business School.

Current Public Company Directorships:

Mr. Lieb has extensive experience as a director of publicly-traded REITs. He has served on the Board of Directors of AvalonBay Communities, Inc. (NYSE: AVB) since September 2016 and on the Board of Trustees of Star Holdings (Nasdaq: STHO) since March 2023. From April 2019 until March 2023, Mr. Lieb served on the Board of Directors of iStar Inc. (NYSE: STAR). From February 2016 until November 2021, he served on the Board of Directors of CBL & Associates Properties, Inc. (NYSE: CBL). From February 2017 until November 2021, he served on the Board of Directors of VEREIT prior to its acquisition by Realty Income.

Skills and Qualifications:

We believe that Mr. Lieb’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience and expertise in the real estate and financial services industries, make him a valuable and well qualified member of the Board of Directors.

Age:

Director Since:

November 2021

Committees:

•Audit (Chair)


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Gregory J. Whyte

INDEPENDENT

DIRECTOR

Biography:

Mr. Whyte serves as an Independent Director at Orion and the Chair of the Compensation Committee and is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Whyte has served as the Chief Operating Officer of Realty Income Corporation (NYSE: O) since January 2023. Mr. Whyte served as an independent director of TIER REIT, Inc. (NYSE: TIER) from 2017 to 2019. Mr. Whyte has been involved extensively in the REIT and publicly traded real estate securities industry since 1987, as both an equity research analyst and, more recently, in investment banking. From 2007 until 2016, Mr. Whyte was Senior Advisor in the Real Estate Leisure and Lodging Investment Banking group at UBS Securities. Prior to that, he was a Managing Director, Global Head of Real Estate Equity Research at Morgan Stanley (NYSE: MS) from 1991 to 2006 and was consistently named to the annual Institutional Investor All America Research Team and Greenwich Associates Research Poll. He has previously been a member of NAREIT since 1988.

Education:

Mr. Whyte received a Bachelor of Commerce, Business Finance from the University of Natal in 1982, and an Honours Degree, Advanced Business Finance from the University of Natal in 1983.

Skills and Qualifications:

We believe that Mr. Whyte’s experience as a director, executive and advisor of the companies and organizations described above, as well as his experience and expertise in the real estate, public REIT and financial services industries, make him a valuable and well qualified member of the Board of Directors.

Age:

Director Since:

November 2021

Committees:

•Audit

•Compensation (Chair)

•Nominating and Corporate Governance



			BOARD RECOMMENDATION The Board of Directors unanimously recommends that the stockholders vote “FOR” each of Messrs. McDowell, Gilyard, Lieb, and Whyte and Dr. Allen to serve on the Board of Directors until the next Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies.


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Information About the Board of Directors and its Committees

LEADERSHIP STRUCTURE OF THE BOARD OF DIRECTORS

The Nominating and Corporate Governance Committee evaluates the leadership structure of our Board of Directors. The positions of Non-Executive Chairman of the Board and Chief Executive Officer are separate in recognition of the differences between the two roles. Mr. Gilyard serves as our Non-Executive Chairman of the Board of Directors and presides as an independent director, while Mr. McDowell serves as our Chief Executive Officer. The Board of Directors believes this is the most appropriate structure because it enables the independent directors to participate meaningfully in the leadership of the Board while utilizing most efficiently the leadership skills of both Messrs. McDowell and Gilyard. In addition, separating the roles of Non-Executive Chairman and Chief Executive Officer allows our Non-Executive Chairman to serve as a liaison between the Board and executive management, while providing our Chief Executive Officer with the flexibility and focus needed to oversee our operations.

BOARD OVERSIGHT OF RISK MANAGEMENT

Our Board has overall responsibility for risk oversight with a focus on the more significant risks facing the Company. The Board reviews and oversees the Company’s enterprise risk management (“ERM”) program, which is a company-wide program designed to effectively and efficiently identify and assess management’s visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making, including financial information and compliance risks, economic and environmental risks, risks related to real estate and operations, and cybersecurity risks. The ERM program does this by clearly defining risks facing the Company and bringing together executive management to discuss these risks. This promotes visibility and constructive dialogue around risk at the executive management and Board levels, and facilitates appropriate risk response strategies. During the year, as part of the ERM program, Company management and the Board jointly discuss major risks that face our business. Further, given the importance of the Chief Executive Officer to the success of the Company and generation of stockholder value, the Board ensures that the Company is developing and nurturing a pipeline of senior talent, including one or more individuals capable of becoming the Chief Executive Officer.

In addition to considering cybersecurity risks as part of the Company’s ERM program, the Board receives regular updates from Company management with respect to cyber matters. These updates include quarterly updates to the Board with respect to material cyber events and a twice per annum cybersecurity program review covering topics such as cybersecurity strategy, assessment, risks, notable events and governance. These updates are developed by Company management in connection with the Company’s information technology (“IT”) department. The Company’s IT department is responsible for day-to-day management of potential cybersecurity risks, and, through the Company’s head of IT, provides regular updates and reports to Company management regarding cybersecurity threats, risks from such threats, strategies and recommendations to mitigate risk from such threats, cybersecurity incidents that have occurred, industry updates, and policy and process recommendations.


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While the Board oversees the overall risk management process for the Company, each of the Board’s committees also assists the Board in this oversight with respect to the following risks:

•The Audit Committee oversees the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the Company’s independent registered auditors’ qualifications and independence, and the performance of the Company’s independent registered auditors and internal audit function;

•The Compensation Committee monitors the risks associated with compensation of the Company’s executive officers and directors; and

•The Nominating and Corporate Governance Committee oversees the risk related to our sustainability, social and governance matters, including, without limitation climate change and related risks.

By assigning such responsibilities, the Board of Directors believes it can more effectively identify and address risk. Throughout the year, the Board of Directors, and each of the Board’s committees will review and discuss specific risk topics in significant detail in their respective meetings.

SUSTAINABILITY, SOCIAL AND GOVERNANCE MATTERS

Orion is committed to making sustainability, social and governance (“sustainability”) an integral component of the Company’s long-term strategy for success, as well as the communities and tenants that Orion serves.

Orion owns a diversified portfolio of office properties located in high-quality suburban markets across the U.S. Orion’s portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties. A significant majority of our leases are double or triple net-leases. Double and triple-net leases are leases in which the tenant occupies the property as if it is the owner. Therefore, Orion’s tenants generally are solely responsible for the obligations related to the property, including paying all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance). Because the tenant occupies the property as if it is the owner under the net-lease model, the tenant generally controls sustainability practices and conditions at the property, such as waste management, and energy and water usage practices, and decides when and how to implement responsible practices at the property. While Orion does not control the business operations of the tenant, as the property owner, Orion nevertheless recognizes that the operation of commercial real estate assets can have a meaningful impact on the environment – particularly with respect to resource consumption and waste generation – and on the health of building occupants.

Sustainability

Orion is committed to following sustainability practices with regard to energy and water efficiency, alternative power sources, waste management, and other initiatives that will help Orion and its tenants preserve and protect the environment.

In addition, we acknowledge the need to prepare for potential climate change-related impacts to our business and properties. We also acknowledge that we, primarily through our tenants’ use of energy and water, and generation of waste, have an impact on climate change.

Orion has adopted policies that outline its commitment to sustainability oversight and programs driving environmental stewardship. Some highlights are noted below:

Environment, Waste, and Resource Management

•Does not generate hazardous waste

•Implemented recycling programs at corporate offices

•Commitment to environmental stewardship

•AZ corporate office is located in a LEED green building


2025 Proxy Statement			19			Orion Properties Inc.

•Discloses on Orion’s website commonly-used material sustainability metrics for the fiscal year ended December 31, 2023 using the Sustainability Accounting Standards Board, or SASB, framework; these disclosures include energy management and water management metrics, and metrics related to tenant sustainability impacts and climate change adaptation

Climate Change

•Intend to identify areas related to climate change for potential improvements

•Board level oversight of sustainability, including climate change and related risks

•Conducted a materiality assessment to identify key sustainability focus areas that are of most importance to the Company’s stakeholders and to the business

•Conducted an inventory of its properties to identify the appropriate scope for purposes of greenhouse gas (“GHG”) emissions measurement, and then calculated GHG emissions for its Scope 1 and Scope 2 properties for the fiscal year ended December 31, 2023

Additional information regarding Orion’s GHG emissions can be accessed on the Company’s website. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document Orion files with or furnishes to the SEC.

Stakeholder Outreach

The Company is committed to engaging with our stakeholders on a regular basis. In 2023, the Company conducted its first materiality assessment to identify key sustainability focus areas that are of most importance to the Company’s stakeholders and to its business. Our approach consisted of identifying key factors from top sustainability raters and rankers. We also reviewed our top investors and their stewardship principles. We engaged with over 80 internal and external stakeholders representing our tenants, employees (including our executive officers) and our Board to obtain input on which sustainability topics are most important for Orion to address in setting corporate strategy and policies.

The results of the materiality assessment, which are presented in matrix form on Orion’s website and provide valuable insight into our stakeholders’ key sustainability priorities, indicated general alignment between the issues that internal and external stakeholders identify as significant, with both groups identifying the areas related to human capital management and areas related to business governance as important. The individual topics of most significance to stakeholders according to the results of the materiality assessment were “Business Ethics”, “Creating shareholder value and financial performance”, “Employee Training & Career Development”, “Fair Employment Opportunity” and “Data Privacy & Cybersecurity”. The results were reviewed by the Board and inform our sustainability strategy.

The materiality assessment built on Orion’s 2022 tenant survey. Although we generally do not have direct control of our properties under the net-lease model, during 2022, to help inform our development of our sustainability strategies and initiatives, Orion conducted a tenant survey to gather information regarding property specific environmental features for each property in Orion’s portfolio. More information regarding the 2022 tenant survey can be accessed on the Company’s website.

In addition to sustainability related outreach, our commitment to understanding the interests and perspectives of our stakeholders, including our stockholders, is a key component of our sustainability strategy. The Company is highly active in meeting with current and prospective investors and responding to investor queries. During 2024, the Company had over 79 touch points with current and prospective investors.

Social

Orion is committed to being a good corporate citizen. Orion’s culture is driven by our team members’ connections to each other and the communities in which they live and work. Community partnerships give employees the opportunity to effect positive change within Orion, the industry and their communities.


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Orion has adopted policies addressing a number of social topics. Some highlights are noted below:

Social Responsibility

•Equal opportunity employer

•Committed to a harassment free work environment

•Provide a process for reporting employee related complaints

•Mandatory training for all employees

•Monitor workforce statistics and report these statistics to the Board of Directors

Human Capital Management

•Support the development and growth of employees

•Identify specific skills, training, and metrics necessary for employees to develop into new roles and levels within the organization

•Provide structured trainings and informal mentoring programs to employees

•Maintain a community outreach program

•Provide comprehensive employee benefits

•Whistleblower reporting process made available to all employees and stakeholders

Occupational Health and Safety

•Seek to reduce work-related injuries and establish standards to provide employees with a clean, compliant, and safe working environment

•Investigation into workplace health and safety incidents

•Emergency preparedness measures and training

•Has in place a process for reporting health and safety concerns

Community Outreach Program

The Company’s culture is driven by our team’s connection to each other and the communities in which we live and work. Community partnerships give our team opportunities to effect positive change within our company, our industry and our communities. The Company has formed a community outreach program, called O2. This initiative allows the Company to make an impact in its communities and our team members to support important causes that they are passionate about. As part of this program, the Company and its team members have contributed time, money, donations and non-perishable foods to 501(c)(3) non-profit organizations located in Phoenix and New York. Examples include Company food drives benefiting St. Mary’s Food Bank in Phoenix and Hour Children in New York City, a Company clothing drive benefiting Dress for Success, a Company toy drive benefiting Samaritan’s Purse, and Company volunteer events conducted with Feed My Starving Children in Phoenix and The Bowery Mission in New York City. Additionally, the Company has sponsored local charitable events in which the Company’s employees have the opportunity to participate.


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Team Member Survey

In late 2023 as part of the Company’s sustainability initiatives and to better understand and further team member satisfaction and development, the Company conducted its first company-wide employee survey to monitor employee engagement, well-being, and satisfaction, among other items. The Company takes pride in the culture that has been established thus far and has identified areas of improvement based on the survey findings.

Governance

We are committed to strong corporate governance practices that promote accountability of our Board of Directors and management and the long-term interests of our stockholders. We believe strong corporate governance fosters trust in the Company by all of our stakeholders. The list below highlights our alignment with strong corporate governance practices.

Board Structure

•All Board members are independent other than our Chief Executive Officer

•All Board members are elected annually

•Non-executive Chairman of the Board

•Majority voting in uncontested elections

•Resignation policy for any director who does not receive majority support

•Director and executive officer stock ownership guidelines

•Open communication and effective working relationships among directors who have full access to management

•Corporate risk overseen by full Board and its committees, including formal enterprise risk assessment performed at least annually

•Regular executive sessions of independent directors

•All Audit Committee members are “audit committee financial experts”

•Annual Board and Committee self-assessments

•Sustainability oversight by the Nominating and Corporate Governance Committee

Shareholder Rights

•No poison pill/shareholder rights plan

•Stockholders can amend bylaws by a majority vote

•Stockholders have the right to call a special meeting

•Simple majority vote requirement for mergers requiring a vote of stockholders

•Opted out of the business combination and control share acquisition provisions of the Maryland General Corporation Law

•Double trigger change-in-control contracts

•Cash and equity incentive compensation claw-back policy

•Active year-round stockholder outreach and engagement


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Board Meetings

The Board of Directors held five meetings and four executive sessions of the independent directors, over which Mr. Gilyard, as the Non-Executive Chairman of the Board, served as the presiding director, during 2024. The number of meetings for each Board committee is set forth below under the heading “Board Committees.” During the year ended December 31, 2024, each of our directors attended at least 75% of the total number of meetings of the Board and of the committees on which he or she served. All but one of the directors attended the 2024 Annual Meeting. There is no requirement that our directors attend our 2025 Annual Meeting, however, they are encouraged to attend.

Board Governance Documents

The Board maintains charters for each of its standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee). In addition, the Board has adopted a written set of Corporate Governance Guidelines as well as a Code of Business Conduct and Ethics that applies to all of the officers, employees, consultants and directors of the Company and its subsidiaries. The Company intends to satisfy the disclosure requirement regarding any amendment to or waiver of a provision of the Code of Business Conduct and Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on the Company’s website. To view the charters of the Board’s standing committees as well as the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, please visit our website at www.onlreit.com. Each of these documents is also available, free of charge, in print to any stockholder who sends a written request to Orion Properties Inc., 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016, Attention: General Counsel and Secretary.

Independent Directors

Under the listing standards of the NYSE, at least a majority of the Company’s directors, and all of the members of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, must be independent. As part of the qualification for director independence, in addition to other specified criteria, the NYSE listing standards require our Board of Directors to affirmatively determine that the director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.

Our Board of Directors has affirmatively determined that each of the following four directors - Reginald H. Gilyard, Kathleen R. Allen, Richard Lieb, and Gregory J. Whyte - has no material relationship with us (either directly or as a partner, shareholder, or officer of an organization that has a relationship with us), and that they otherwise qualify as “independent” under the NYSE’s listing standards. In determining the independence of Mr. Whyte, our Board of Directors considered his role as Executive Vice President and Chief Operating Officer of Realty Income and the Company’s relationship with Realty Income, which consists of transactions related to us becoming an independent public company in November 2021 pursuant to the Distribution after the Separation of the Company from Realty Income. In determining the independence of Mr. Gilyard, our Board of Directors considered his role as a non-employee director of First American Financial Corporation and CBRE Group Inc. and the Company’s transactions with these companies, which consisted of ordinary course title, property management, and brokerage services.


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Service on Other Boards

The Company’s Corporate Governance Guidelines provide that our directors may not sit on more than five public company boards (including the Company’s Board), or to the extent a director is a chairman or lead independent director of a public company board, then not more than four public company boards (including the Company’s Board). In addition, a director appointed to the Audit Committee may not serve on more than two additional audit committees for public companies, unless the Board has made an affirmative determination that such director is able to effectively undertake the responsibilities of serving on the Audit Committee in addition to his or her positions on other such audit committees. Service on other boards and/or committees is to be consistent with the Company’s conflict of interest policies and is reviewed annually.

All of our directors are currently compliant with this policy.

Stock Ownership Guidelines for Directors and Executive Officers

In March 2023, our Board adopted guidelines requiring each director and executive officer of the Company to hold shares of the Company’s common stock (the “Stock Ownership Guidelines”). Each non-employee director of the Company is required to own common stock of the Company with a value of at least five times the individual’s annual cash retainer. The Chief Executive Officer of the Company is required to own common stock of the Company with a value of at least four times his or her annual base salary. All other executive officers are required to own common stock of the Company with a value of at least two times their annual base salary. The directors and executive officers in office at the time of the adoption of the Stock Ownership Guidelines must satisfy his or her respective guideline within five years from the date the Stock Ownership Guidelines were adopted (by March 7, 2028). Any future director or executive officer must satisfy his or her respective guideline within five years of the date of his or her initial appointment.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with their immediate family members and other persons living in their households. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE standards. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.


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BOARD COMMITTEES

The Board of Directors has three standing committees, with each committee described below. The members of each committee are also listed below. The committees consist solely of independent directors.

Board Members

Audit

Compensation

Nominating
and Corporate
Governance

Reginald H. Gilyard

Paul H. McDowell

Richard Lieb

Kathleen R. Allen, Ph.D.

Gregory J. Whyte

p Chair l Member

AUDIT COMMITTEE

Members: Richard J. Lieb (Chair) , Kathleen R. Allen, Gregory J. Whyte

Independent: All

Meetings in 2024: Five

Responsibilities Include:

•Oversee the integrity of the Company’s financial statements;

•Appoint, retain, and oversee the Company’s independent registered public accounting firm;

•Review the scope and results of the audit engagement with the independent registered public accounting firm, including the independent registered public accounting firm’s letters to the Audit Committee;

•Review and monitor the compensation of the Company’s independent registered public accounting firm and approve professional services provided by the independent registered public accounting firm, including the range of audit and non-audit fees;

•Review and monitor the independent auditor’s qualifications and independence; and

•Review the scope, plan and performance of our internal audit function.

The Board has determined that Dr. Allen and Messrs. Lieb and Whyte qualify as audit committee financial experts, as defined by the SEC, and that all of the members of the Audit Committee are financially literate under the current listing standards of the NYSE and meet the NYSE and SEC independence requirements for audit committee members.

The Audit Committee’s report on our financial statements for the fiscal year ended December 31, 2024 is discussed below under the heading “Audit Committee Report.”


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COMPENSATION COMMITTEE

Members: Gregory J. Whyte (Chair), Reginald H. Gilyard, Kathleen R. Allen

Independent: All

Meetings in 2024: Four

Responsibilities Include:

•Review and approve or make recommendations to the Board of Directors regarding remuneration levels for the Company’s chief executive officer and other executive officers;

•Review and approve, or make recommendations to the Board regarding the Company’s incentive compensation and equity-based plans;

•Conduct an annual review of the Company’s compensation philosophy and incentive programs to ensure these programs reflect the Company’s risk management philosophies, policies and processes;

•Grant cash and equity-based awards under the Company’s incentive compensation and equity-based plans; and

•Review the compensation of members of the Board of Directors.

The Board has determined that all of the members of the Compensation Committee are “independent” under the NYSE director independence standards (including those applicable to Compensation Committee members), and are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee to the extent permitted by applicable law.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Members: Reginald H. Gilyard (Chair), Kathleen R. Allen, Gregory J. Whyte

Independent: All

Meetings in 2024: Three

Responsibilities Include:

•Provide counsel to the Board of Directors on a broad range of issues concerning the composition and operation of the Board of Directors;

•Review the qualifications and competencies required for membership on the Board of Directors;

•Review and interview qualified candidates to serve on the Board of Directors;

•Oversee the structure, membership, and rotation of the committees of the Board of Directors;

•Review and consider developments in corporate governance to ensure that best practices are being followed; and

•Oversee sustainability, social and governance matters.

The Board has determined that all of the members of the Nominating and Corporate Governance Committee are “independent” under the NYSE director independence standards.

Board Evaluation Process. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board of Directors and its committees. The Board of Directors also monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.


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Director Nominations. Identifying and recommending director candidates for election to our Board is a primary responsibility of our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, in recommending director candidates for election to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments.

On an annual basis, in making a recommendation to the Board in connection with a director’s nomination for election to the Board, the Nominating and Corporate Governance Committee reviews the following criteria as well as any other factor that they deem to be relevant:

•The candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•The candidate’s experience as a board member of another publicly held company;

•The candidate’s professional and academic experience relevant to the Company’s industry;

•The strength of the candidate’s leadership skills;

•The candidate’s experience in finance and accounting and / or executive compensation practices;

•Time constraints including service on other public company boards and whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and

•The candidate’s geographic background, gender, age and ethnicity.

Our Nominating and Corporate Governance Committee evaluates each nominee in the context of the Board as a whole, with the objective of assembling a group to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

The Board is aware of and has considered the policies and guidelines adopted by certain proxy advisory firms and institutional investors with regard to the gender composition of boards of directors. The Board believes its current size and composition is appropriate based on consideration of all factors, including the Company’s size and tenure as a public company, the Company’s business, including the opportunities, challenges and risks associated with the Company’s portfolio and current business and market conditions, the current number of independent directors, and the skills, experience and diversity of the existing Board. In the event the Board determines to increase its size in the future, it intends to consider increasing the gender diversity of the Board, in conjunction with consideration of the other criteria set forth above.

With respect to the consideration of director nominees nominated by stockholders, our Nominating and Corporate Governance Committee will consider such candidates provided that the stockholder submitting a nomination has complied with procedures set forth in the Company’s Bylaws. Such properly nominated candidates will be evaluated in the same manner as those recommended by our Nominating and Corporate Governance Committee. See “Stockholder Proposals for the 2026 Annual Meeting” for additional information regarding stockholder nominations of director candidates.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders and other interested parties may communicate with the Non-Executive Chairman or with the non-employee directors, as a group, regarding any matter that is within the responsibilities of the Board. Stockholders and interested parties should send their communications to the Board of Directors, or the non-employee directors, as a group, to c/o Orion Properties Inc., 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016, Attention: General Counsel and Secretary. All appropriate correspondence will be promptly forwarded by the General Counsel and Secretary to the Non-Executive Chairman. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website.


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Executive Officers

The following table sets forth the names and ages of each of the executive officers as of the date of this proxy statement and the position and office that each currently holds with the Company. Subject to certain rights set forth in their respective employment agreements, our executive officers serve at the pleasure of the Board of Directors.

Name

Age

Positions

Paul H. McDowell

Chief Executive Officer, President and Director*

Gavin B. Brandon

Chief Financial Officer, Executive Vice President and Treasurer

Christopher H. Day

Chief Operating Officer, Executive Vice President

Paul C. Hughes

General Counsel and Secretary

Gary E. Landriau

Chief Investment Officer, Executive Vice President

* See biographical summary under “Proposal 1: Election of Directors.”


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Gavin B. Brandon

EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

Biography:

Gavin B. Brandon has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company since November 2021.

Before joining the Company, Mr. Brandon was the Chief Accounting Officer for VEREIT from October 2014 until November 2021 and was responsible for accounting, SEC and managerial reporting, taxation and operational accounting and served on VEREIT’s Investment Committee, Portfolio Strategy Committee, and Cyber Committee. Prior to being VEREIT’s Chief Accounting Officer, Mr. Brandon was the Chief Financial Officer for three publicly registered, non-listed Office and Industrial REITs, Cole Credit Income Trust, Inc., Cole Credit Income Trust II, Inc., and Cole Credit Property Trust II, Inc. which were managed by Cole Capital, the previously owned investment management segment of VEREIT. From 2011 until 2013, Mr. Brandon was the Principal Accounting Officer for two non-listed REITs, Cole Credit Property Trust II, Inc. and Cole Corporate Income Trust, Inc., both of which were externally managed by affiliates of Cole Real Estate Investments, Inc. at which Mr. Brandon held the same role. Mr. Brandon worked for nine years with Deloitte & Touche LLP, most recently as a senior manager in the firm’s national office within real estate services and is a Certified Public Accountant.

Mr. Brandon earned a Bachelor of Arts degree from Weber State University and has served on Weber State University’s National Advisory Council since 2015.


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Christopher H. Day

EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER

Biography:

Christopher H. Day has served as Executive Vice President, Chief Operating Officer of the Company since November 2021.

Before joining the Company, he served as Senior Vice President, Head of Portfolio and Retail Asset Management for VEREIT from 2018 until November 2021. He oversaw the asset management functions for the VEREIT’s portfolio of over 2,100 retail properties encompassing nearly 35 million square feet, including executing on strategic lease renewals and dispositions to maximize value for the VEREIT’s shareholders. In addition, Mr. Day also oversaw the portfolio management responsibilities of the VEREIT’s portfolio of nearly 3,900 retail, office, industrial and restaurant properties, including working with executive management to establish strategy for the VEREIT’s real estate portfolio that encompassed nearly 89 million square feet. Mr. Day was previously Vice President of Underwriting where he was part of a team that underwrote approximately $25 billion of closed acquisitions of multiple companies from 2007 to 2017.

Prior to joining VEREIT and its predecessor entities, Mr. Day was a Finance Associate for Corporex Companies, a privately held real estate investment company with broad holdings of office, industrial, land, residential and hotel assets throughout the United States. While at Corporex, Mr. Day assisted in the formation of Eagle Hospitality Properties Trust, a former NYSE publicly traded REIT that was formed to succeed to the full-service hotel business of Corporex.

Mr. Day graduated (Magna Cum Laude) from Mississippi State University with a Bachelor of Business Administration (Marketing) degree. He also obtained a Master of Business Administration (General) and Master of Science Business Administration (Finance) from Mississippi State University.


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Paul C. Hughes

GENERAL COUNSEL AND SECRETARY

Biography:

Paul C. Hughes has served as the General Counsel and Secretary of the Company since November 2021.

Before joining the Company, Mr. Hughes served as General Counsel and Secretary of Hospitality Investors Trust, Inc. from March 2017 through November 2021, a real estate investment trust which was public until June 2021 and owns a diversified portfolio of strategically-located hotel properties throughout the United States within the select service market of the hospitality sector. Previously and while Hospitality Investors Trust was externally advised by AR Global, he served as Senior Vice President, Counsel – Hospitality at AR Global where he had worked since November 2013. Prior to joining AR Capital, the predecessor to AR Global, Mr. Hughes served as Vice President, General Counsel and Corporate Secretary of CapLease, from January 2005 until the consummation, in November 2013, of the merger of CapLease with and into VEREIT which was then externally advised by an affiliate of AR Capital. Prior to joining CapLease, Mr. Hughes was an attorney practicing in the area of corporate and securities matters at Hunton & Williams LLP (now Hunton Andrews Kurth LLP) from September 2000 until January 2005, and at Parker Chapin LLP (now Troutman Pepper Locke LLP) from September 1997 until September 2000. Mr. Hughes is also a certified public accountant and was employed by Grant Thornton LLP from January 1989 until June 1997.

Mr. Hughes earned his JD (Summa Cum Laude) from New York Law School and his B.S. from Lehigh University.


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Gary E. Landriau

EXECUTIVE VICE PRESIDENT, CHIEF INVESTMENT OFFICER

Biography:

Gary E. Landriau has served as Executive Vice President, Chief Investment Officer of the Company since November 2021.

Before joining the Company, Mr. Landriau served as Head of Office and Industrial Asset Management at VEREIT from July 2014 until November 2021, where he focused on risk management and led leasing and disposition transactions within VEREIT’s 53 million square foot office and industrial portfolio. Previously, Mr. Landriau served as Senior Vice President of CapLease from 1997 until 2013 where he completed acquisitions and dispositions in excess of $1.2 billion. Prior to CapLease, Mr. Landriau served as Vice President of Prudential Realty Group where he worked in the mortgage capital group and also helped manage more than $6 billion of debt and equity assets.

Mr. Landriau earned a Bachelor of Science in Mechanical Engineering from the Georgia Institute of Technology and a Master in Business Administration from the Amos Tuck School of Business Administration at Dartmouth College.


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Proposal Two Amendment and Restatement of the 2021 Equity Incentive Plan

GENERAL

BOARD RECOMMENDATION

The Board proposes that the stockholders of the Company approve the amended and restated Orion Properties Inc. 2021 Equity Incentive Plan (the “Amended 2021 Plan”), effective upon approval by the stockholders of the Company. As background, the Orion Office REIT Inc. 2021 Equity Incentive Plan was adopted and approved in November 2021 in connection with the Separation and prior to the Distribution (the “2021 Plan”). However, as of February 15, 2025, the 2021 Plan only has 281,492 shares of common stock available for issuance under new awards and 3,079,277 shares of common stock subject to outstanding awards (assuming that all performance-based restricted stock unit awards are paid at maximum). Our Board has determined that more shares are needed in order to attract and retain key employees, and as a result, on March 4, 2025, the Board approved the Amended 2021 Plan, subject to the approval of the Company’s stockholders. If approved by the Company’s stockholders, the maximum number of shares of our common stock that will be available for issuance under the Amended 2021 Plan will be 8,300,000, plus any shares subject to outstanding awards under the 2021 Plan that become forfeited or otherwise lapse.

VOTE

The Board of Directors unanimously recommends that the stockholders vote “FOR” the proposed Amended 2021 Plan.

RATIONALE FOR THE BOARD’S RECOMMENDATION

The Board believes that the increase in the number of shares of common stock that may be issued under the Amended 2021 Plan and the other proposed amendments to the Amended 2021 Plan are in the best interest of the Company’s stockholders. In reaching its recommendation that the stockholders approve the proposed Amended 2021 Plan, the Board considered the following material factors, among others:

•The Board believes that making awards pursuant to the Amended 2021 Plan will further its philosophy of closely aligning the interests of the Company’s stockholders and management through long-term compensation awards paid in the form of equity interests in the Company that encourage and reward performance.

•As of February 15, 2025, the 2021 Plan only had 281,492 shares of common stock available for issuance under new awards. Accordingly, the pool size is insufficient to make the equity awards that are proposed to be made in 2025 and future years, and if stockholder approval of the proposed Amended 2021 Plan is not obtained, the Company may seek to substitute another form of incentive compensation in order to attract and retain key employees, which may include additional cash incentive compensation.


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•For purposes of determining the number of shares available for issuance under new awards, the Company is required to assume that performance-based restricted stock unit awards are paid at maximum, and there is substantial uncertainty as to whether and how many performance-based restricted stock units will eventually vest. This presents a timing issue for the Company in terms of having an adequate number of shares available in the 2021 Plan. For example, on December 31, 2024, the performance period concluded for the first round of performance-based restricted stock units made by the Company and which were awarded in March 2022, and only 14.8% of the performance-based restricted stock units vested and the remainder were forfeited. Additionally, with respect to performance-based restricted stock units granted in March 2023 and for which the performance period will conclude on December 31, 2025, if the performance period ended on December 31, 2024, the vesting percentage would be approximately 6%.

•Equity awards have been an integral part of the Company’s compensation program, and the Company’s executive compensation program has historically been below the median of its compensation peer group from compensation benchmarking purposes and not excessive1. Additionally, while the total annual value of awards made by the Company following the Distribution of its shares of common stock in November 2021 has only slightly increased over the three-year period 2022 through 2024, a disproportionately larger number of shares was required over this period to continue to compensate our key employees with equity to the same degree.

•The Company’s Compensation Committee has structured a long-term incentive compensation program that effectively utilizes equity-based compensation to incentive and reward performance that is in the best long-term interest of the Company’s stockholders. It is necessary for the Company’s stockholders to approve the Amended 2021 Plan for this program to continue. The performance-based restricted stock units that comprise part of the Company’s long-term incentive program will only vest if rigorous performance goals established by the Company’s Compensation Committee have been satisfied. With respect to the Company’s executive officers, one-half of the annual performance-based restricted stock unit awards made to date are based on the achievement of total shareholder return measured on an absolute basis and the other half of the annual awards are based on the achievement of the following operational performance criteria: volume of acquisitions over the three-year performance period, weighted average lease term of the Company’s property portfolio at the end of the performance period, volume of dispositions over the three-year performance period, and occupancy rate at the end of the performance period. For the Company’s chief executive officer, performance-based restricted stock units have comprised 60% of the annual awards made to date, and time-based restricted stock units have comprised 40% of the annual awards made to date. For the Company’s other executive officers, performance-based restricted stock units have comprised 50% of the annual awards made to date, and time-based restricted stock units comprised 50% of the annual awards made to date.

If approved by the Company’s stockholders, the Amended 2021 Plan will be effective as of May 14, 2025.

1 The Company used the following peer set for executive compensation benchmarking purposes for the year ending December 31, 2024: Brandywine Realty Trust, City Office REIT, Inc., Easterly Government Properties, Inc., Getty Realty Corp., Global Medical REIT Inc., LTC Properties, Inc., NETSTREIT Corp., One Liberty Properties, Inc., Plymouth Industrial REIT, Inc., Postal Realty Trust, Inc., and Summit Hotel Properties, Inc. The Compensation Committee determined to select these companies as peers primarily based on a combination of the following factors: industry (publicly traded real estate investment trusts), asset class, size (based on a variety of objective measures), the peer company cites the Company as a compensation peer, and inclusion of such peer in the most recent peer group selected by a proxy advisory firm.


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Approval of the Amended 2021 Plan will enable the Company to continue to provide these important incentive award opportunities. The proposed amendments to the Amended 2021 Plan would make the following material changes: (i) increase the number of shares of common stock that may be issued under the Amended 2021 Plan, (ii) extend the term of the Amended 2021 Plan, (iii) make certain modifications to the Amended 2021 Plan to prohibit the grant of stock options and stock appreciation rights with an exercise price or grant price lower than the fair market value of the underlying shares on the date of grant, and (iv) remove a provision giving the Company’s Compensation Committee discretion to allow transfers of stock options or stock appreciation rights to third parties during a grantee’s lifetime.

KEY FEATURES OF THE AMENDED 2021 PLAN

The Amended 2021 Plan includes several features that are consistent with the interests of our stockholders and sound corporate governance practices, including the following:

•No automatic grants. The Amended 2021 Plan does not provide for automatic grants to any participant.

•No tax “gross-ups”. The Amended 2021 Plan does not provide for any tax “gross-ups” or similar payments to defray any tax liability associated with issuance of awards under the 2021 Amended Plan.

•No repricing of options or stock appreciation rights. The Amended 2021 Plan prohibits the repricing of stock options or stock appreciation rights without prior stockholder approval.

•No discounted stock options or stock appreciation rights. Stock options and stock appreciation rights may not be granted with an exercise or grant price lower than the fair market value of the underlying shares on the date of grant.

•No liberal share recycling. Shares of common stock tendered or held back upon exercise of a stock option or settlement of an award to cover the exercise price or tax withholding, and shares subject to a stock appreciation right not delivered upon exercise are considered delivered for purposes of the Amended 2021 Plan and therefore will not be deemed to remain or become available under the Amended 2021 Plan.

•Minimum vesting for equity awards. The Amended 2021 Plan generally provides for a minimum vesting period of one year for awards. The minimum vesting condition is subject to the Company’s Compensation Committee’s discretion to accelerate the vesting of any award in circumstances involving the grantee’s death, disability, retirement or termination of service or in the event of a change of control of the Company and to a 5% of shares in the available pool exception.

•No “evergreen” provision. There is no evergreen provision pursuant to which the shares authorized for issuance under the Amended 2021 Plan can be automatically replenished.

•Double-trigger change of control vesting. Awards assumed by a successor company in connection with a change of control will not automatically vest and pay out solely as a result of the change of control.

•Clawback policy implementation. All performance-based awards under the Amended 2021 Plan will be subject to the applicable terms of the Company’s clawback policies, as may be in effect from time to time.

BURN RATE

Burn rate is a measure of the number of shares subject to equity awards that we grant annually, which helps indicate the life expectancy of the Amended 2021 Plan. We determine our burn rate by dividing the aggregate number of shares subject to awards granted during the year by the weighted average number of shares outstanding during the year. For purposes of this calculation, we include performance-based restricted stock units when they vest rather than when they are granted, given the substantial uncertainty as to whether and


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how many performance-based restricted stock units will vest. As shown in the table below, our three-year average burn rate is 0.78%.


	2022		2023		2024		Three-year Average

Time-based restricted stock units granted	144,594		363,745		771,870		426,736
Performance-based restricted stock units vested	—		—		31,080		10,360
Total awards	144,594		363,745		802,950		437,096
Performance-based restricted stock units granted (at maximum)	212,154		509,273		1,613,592		778,340
Weighted average shares outstanding (basic)	56,631,826		56,409,734		55,903,023		56,314,861
Burn rate	0.26	%	0.64	%	1.44	%	0.78	%

SUMMARY OF THE AMENDED 2021 PLAN

The following paragraphs summarize the more significant features of the Amended 2021 Plan and the proposed amendments. The text of the amended and restated Amended 2021 Plan is attached to this proxy statement as Annex A. The full text of the 2021 Plan, as currently in effect and prior to the proposed amendment and restatement, has been filed with the SEC. If the proposed amendment and restatement of the Amended 2021 Plan is not approved, the provisions of the 2021 Plan, prior to the proposed amendment and restatement, will remain in effect until it is terminated or expires in accordance with its terms.

PLAN ADMINISTRATION

The Amended 2021 Plan is administered by the Compensation Committee of our Board of Directors (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the specific terms and conditions of each award, subject to the provisions of the Amended 2021 Plan, to accelerate the exercisability or vesting of any award in circumstances involving the grantee’s death, disability, retirement or termination of employment or service relationship or a change in control and to otherwise administer the Amended 2021 Plan and the awards granted thereunder. Subject to applicable law, the Administrator may delegate to our Chief Executive Officer, or his or her delegate, the authority to exercise any and all of the Administrator’s authority and duties with respect to the granting of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not himself or herself, subject to certain limitations.

ELIGIBILITY

All officers, employees, non-employee directors and consultants of Orion and its subsidiaries are eligible to receive awards under the Amended 2021 Plan, which as of December 31, 2024, approximates 50 individuals eligible to participate. Persons eligible to participate in the Amended 2021 Plan are those officers, employees, non-employee directors and consultants as selected from time to time by the Administrator, as well as such other persons selected from time to time by the Administrator to whom issuances of shares under the Amended 2021 Plan may be registered and permitted under applicable securities laws.


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SHARES OF COMMON STOCK AVAILABLE

The maximum number of shares of our common stock that are authorized for issuance under the Amended 2021 Plan is 8,300,000 shares, subject to adjustment as set forth in the Amended 2021 Plan. Subject to such overall limitations, shares of our common stock may be issued up to such maximum number pursuant to any type or types of award; provided, however, that no more than 8,300,000 shares of our common stock may be issued in the form of incentive stock options.

Shares of our common stock underlying awards granted under the Amended 2021 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the Amended 2021 Plan. Notwithstanding the foregoing, the following shares will not be added to shares authorized for grant under the Amended 2021 Plan: (i) shares tendered or held back upon the exercise of stock options or settlement of an award to cover the exercise price or tax withholding and (ii) shares subject to stock appreciation rights that are not issued in connection with the stock settlement of the stock appreciation right upon exercise. In the event that we repurchase shares of our common stock on the open market, such shares shall not be added to the shares of common stock available for issuance under the Amended 2021 Plan. The shares available for issuance under the Amended 2021 Plan may be authorized but unissued shares of our common stock or shares of our common stock reacquired by us. Any shares of common stock issued pursuant to assumed or substituted awards granted in connection with the acquisition of another company will not reduce the number of shares authorized for grant under the Amended 2021 Plan. In addition, in connection with the acquisition of another company, we may assume outstanding awards granted by another company as if they had been granted under the Amended 2021 Plan or grant awards under the Amended 2021 Plan in substitution of such outstanding awards, in each case, to the extent the applicable award recipient is eligible to be granted such an award under the Amended 2021 Plan. Any shares of common stock issued pursuant to such assumed or substituted awards will not reduce the number of shares authorized for grant under the Amended 2021 Plan.

The Amended 2021 Plan provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as a non-employee director during any calendar year (the “director limit”) may not exceed $1,000,000 (subject to exceptions for individual non-employee directors in extraordinary circumstances).

TYPES OF AWARDS

The types of awards permitted under the Amended 2021 Plan include stock options, stock appreciation rights, restricted stock unit awards, restricted stock awards, unrestricted stock awards, dividend equivalent rights and other equity-based awards. Subject to the overall limit on the number of shares that may be issued under the Amended 2021 Plan, shares of common stock may be issued up to such maximum number pursuant to any type of award; provided that no more than 8,300,000 shares of common stock (plus, to the extent permitted by the Code, any shares added back to the Amended 2021 Plan as described above) may be issued in the form of incentive stock options.

STOCK OPTIONS

The Amended 2021 Plan permits the granting of (1) options intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2021 Plan will be non-qualified stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Non-qualified stock options may be granted to any persons eligible to receive incentive stock options and to non-employee directors and consultants. Incentive stock options may be granted only to employees of Orion or any subsidiary. The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of our shares of common stock on the date of grant. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The


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Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership following such procedures as we may prescribe) of shares of common stock that are not subject to restrictions under any other plan. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Administrator may permit non-qualified stock options to be exercised using a net exercise feature which reduces the number of shares of common stock issued to the optionee by the number of shares of common stock with a fair market value equal to the exercise price. To qualify as incentive stock options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares of common stock subject to incentive stock options that first become exercisable by a participant in any one calendar year. The proposed amendments to the Amended 2021 Plan would remove any exceptions that exist in the 2021 Plan for grants of stock options with an exercise price or grant price lower than the fair market value of the underlying shares on the date of grant.

STOCK APPRECIATION RIGHTS

The Administrator may award stock appreciation rights to participants subject to such conditions and restrictions as the Administrator may determine, provided that the exercise price may not be less than 100% of the fair market value of our shares of common stock on the date of grant. Stock appreciation rights are settled in cash or shares of common stock. In addition, no stock appreciation right shall be exercisable more than ten years after the date the stock appreciation right is granted. The proposed amendments to the Amended 2021 Plan would remove any exceptions that exist in the 2021 Plan for grants of stock appreciation rights with an exercise price or grant price lower than the fair market value of the underlying shares on the date of grant.

RESTRICTED STOCK UNITS

Restricted stock unit awards are payable in the form of shares of common stock (or cash, to the extent expressly provided in the award agreement) and may be subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to defer settlement of his or her restricted stock units to one or more dates specified in the applicable award agreement or elected by the participant.

RESTRICTED STOCK

The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain pre-established performance goals and/or continued employment or service through a specified restriction period. If the lapse of restrictions with respect to the shares of common stock is tied to attainment of vesting conditions, any cash dividends paid by the Company during the vesting period will be retained by, or repaid by the grantee to, the Company until and to the extent the vesting conditions are met with respect to the award; provided, that to the extent provided for in the applicable award agreement or by the Administrator, an amount equal to such cash dividends retained by the Company or repaid by the grantee, may be paid to the grantee upon the lapsing of such restrictions.

UNRESTRICTED STOCK

The Amended 2021 Plan gives the Administrator discretion to grant stock awards free of any restrictions. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.


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DIVIDEND EQUIVALENT RIGHTS

Dividend equivalent rights are awards entitling the grantee to current or deferred payments equal to cash dividends on a specified number of shares of common stock. Dividend equivalent rights may be settled in cash or stock and are subject to other conditions as the Administrator shall determine. Dividend equivalent rights may be granted to any grantee as a component of an award or as a freestanding award. For a dividend equivalent right granted as a component of an award under the Amended 2021 Plan, such dividend equivalent right will be settled only upon settlement or payment of, or lapse of restrictions on, such award, and such dividend equivalent right will be forfeited under the same conditions as such award.

OTHER EQUITY-BASED AWARDS

The Administrator may grant units in the Company’s operating partnership or other units or any other membership or ownership interests (which may be expressed as units or otherwise) in a subsidiary (or other affiliate of the Company), with any stock being issued in connection with the conversion of (or other distribution on account of) an interest granted under the provisions of the Amended 2021 Plan.

ADJUSTMENT FOR STOCK DIVIDENDS, STOCK SPLITS, ETC.

The Amended 2021 Plan requires the Administrator to make appropriate equitable adjustments to the number and kind of shares of our common stock that are subject to issuance under the Amended 2021 Plan, to certain limits in the Amended 2021 Plan, and to outstanding awards under the Amended 2021 Plan, as well as equitable adjustments to the purchase price or exercise price, as applicable, of outstanding awards under the Amended 2021 Plan, to reflect any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or similar change in the Company’s capital stock, including as a result of any merger or consolidation or sale of all or substantially all of the assets of the Company.

SALE EVENT OR CHANGE IN CONTROL

The Amended 2021 Plan provides that in the event of a Sale Event or upon a Change in Control, as defined in the Amended 2021 Plan, outstanding awards may be assumed, continued or substituted with new awards of the successor entity. In connection with any Sale Event or upon a Change in Control in which shares are exchanged for or converted into the right to receive cash, outstanding unvested awards may be converted into the right to receive an amount of cash equal to the per share cash consideration multiplied by the number of shares subject to such awards (net of any applicable exercise prices), subject to any remaining vesting provisions relating to such awards. To the extent that outstanding awards are not assumed, continued or substituted, such awards will terminate, unless otherwise provided in the award agreement, and each award that is terminated will become vested and fully exercisable and the Company will take one of the following actions with respect to each such award (with the choice to be made by the Administrator in its sole discretion): (i) make or provide for a payment, in cash or in kind, to the grantee holding such awards, in an amount equal to the excess, if any, of (A) the per share consideration from such Sale Event or Change in Control multiplied by the number of shares subject to such awards (to the extent then vested, after taking into account any acceleration, at prices not in excess of the per share amount of such consideration) above (B) the aggregate exercise price for such shares subject to such awards; or (ii) in the event that such award is a stock option or stock appreciation right, permit the grantee holding such awards, within a specified period of time prior to such termination, as determined by the Administrator, to exercise the awards (to the extent such awards would be exercisable, after taking into account any acceleration).


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FOREIGN AWARD RECIPIENTS, CLAWBACK, TRANSFERABILITY AND WITHHOLDING

Subject to the requirements of applicable U.S. law, in order to comply with the laws of other countries in which Orion or its subsidiaries operate or have employees or other individuals eligible for awards, the Administrator may (i) determine which subsidiaries will be covered by the Amended 2021 Plan, (ii) determine which individuals located outside of the United States are eligible to participate in the Amended 2021 Plan, (iii) modify the terms and conditions of awards granted to individuals outside the United States or (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. All awards will be subject to the Company’s claw back policy as in effect from time to time. Except as the Administrator may determine or provide in an award agreement, awards under the Amended 2021 Plan are generally non transferrable, except by will or the laws of descent and distribution, or pursuant to a domestic relations order and are generally exercisable only by the grantee (or the grantee’s legal representative or guardian). Participants in the Amended 2021 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon any exercise, vesting or settlement of awards, as applicable. Subject to approval by the Administrator, participants may elect to have the tax withholding obligations satisfied by authorizing us to withhold shares of common stock to be issued. Additionally, the Administrator may provide for mandatory share withholding up to the required withholding amount. The Administrator may also require tax withholding obligations to be satisfied by an arrangement where shares issued pursuant to an award are immediately sold and proceeds from such sale are remitted to us in an amount to satisfy such tax withholding obligations.

AMENDMENTS AND TERMINATION

The proposed Amended 2021 Plan would extend the term of the Amended 2021 Plan to May 14, 2035. Our Board of Directors may, at any time, amend or discontinue the Amended 2021 Plan and the Administrator may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall materially and adversely affect rights under any outstanding award without the holder’s consent. Other than as set forth in the Amended 2021 Plan, the Administrator may not exercise its discretion to reduce the exercise price of outstanding stock option or stock appreciation rights or effect repricing through cancellation and re-grants or cancellation of stock options or stock appreciation rights in exchange for cash or other awards. Our Board of Directors, in its discretion, may determine to make any amendments to the Amended 2021 Plan, subject to the approval of our stockholders for purposes of complying with the rules of any securities exchange or market system on which our stock is listed or ensuring that incentive stock options granted under the Amended 2021 Plan are qualified under Section 422 of the Code.

FEDERAL INCOME TAXES

The following is a summary of the principal United States federal income tax consequences to the Company and to participants subject to U.S. taxation with respect to awards granted under the Amended 2021 Plan, based on current statutes, regulations and interpretations.

Non-qualified Stock Options

If a participant is granted a non-qualified stock option under the Amended 2021 Plan, the participant will not recognize taxable income upon the grant of the option. Generally, the participant will recognize ordinary income at the time of exercise in an amount equal to the difference between the fair market value of the shares acquired at the time of exercise and the exercise price paid. The participant’s tax basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the option was exercised. Any subsequent gain or loss will be taxable as a capital gain or loss. We will generally be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes as ordinary income.


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Incentive Stock Options

If a participant is granted an incentive stock option under the Amended 2021 Plan, the participant will not recognize taxable income upon grant of the option. Generally, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares acquired at the time of exercise over the aggregate exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If shares acquired upon exercise of an incentive stock option satisfy applicable holding period requirements (a minimum of two years from the date of grant and one year from the date of exercise), the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the shares will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. Except in the event of death, if the holding period requirements are not met, the incentive stock option will be treated as one that does not meet the requirements of the Internal Revenue Code for incentive stock options and the tax consequences described for nonqualified stock options will generally apply.

Other Awards

The current federal income tax consequences of other awards authorized under the Amended 2021 Plan generally follow certain basic patterns. An award of restricted stock results in income recognition by a participant in an amount equal to the fair market value of the shares received at the time the restrictions lapse and the shares vest, unless the participant elects under Internal Revenue Code Section 83(b) to accelerate income recognition and the taxability of the award to the date of grant. Restricted stock units and stock appreciation rights generally result in income recognition by a participant at the time vesting and settlement of such an award is made in an amount equal to the amount paid in cash or the then-current fair market value of the shares received, as applicable. Stock appreciation right awards result in income recognition by a participant at the time such an award is exercised in an amount equal to the spread between the amount paid in cash and the then current fair market value of the shares received by the participant. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes ordinary income, subject to Internal Revenue Code Section 162(m) with respect to covered employees.

Withholding

The Amended 2021 Plan permits us to withhold from awards an amount sufficient to cover any required withholding taxes. In lieu of cash, the Compensation Committee has authorized an employee participant to cover withholding obligations through a reduction in the number of shares to be delivered to such participant.

NEW PLAN BENEFITS

The Compensation Committee has determined that it will make the following awards if the proposed Amended 2021 Plan is approved by the Company’s stockholders. The awards represent the 2025 incentive awards to the executive officers and other employees of the Company. The awards will be in the form of restricted stock units a total of 916,845 of which will be eligible to vest based on the recipient’s continued service with the Company and a total of 1,474,634 of which will be eligible to vest in a number ranging from 0% to 100% of the total number of restricted stock units granted based on the Company’s total shareholder return measured on an absolute basis and certain operational performance metrics, in each case, during a three-year performance period, subject to the recipient’s continued service with the Company. See “Executive Compensation—Equity Compensation” included elsewhere in this proxy statement.


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ORION PROPERTIES INC. AMENDED 2021 PLAN


Name and Position	Dollar Value ($)	Number of Units (#)

Paul H. McDowell Chief Executive Officer, President	1,600,000	1,038,344
Gavin B. Brandon Executive Vice President (“EVP”), Chief Financial Officer and Treasurer	550,000	336,784
Gary Landriau EVP, Chief Investment Officer	200,000	122,466
Executive Group	3,100,000	1,956,844
Non-Executive Director Group	___	___
Non-Executive Officer Employee Group	890,000	434,635

In addition to stockholder approval of the proposed Amended 2021 Plan, the following additional conditions must also be satisfied for the above awards to become effective:

•the listing of the additional shares of common stock authorized for issuance under the Amended 2021 Plan on the New York Stock Exchange;

•the registration of such additional shares with the Securities and Exchange Commission; and

•the recipient of the award continues to be employed by the Company at the time all of the above conditions have been satisfied.

The above awards will not be made if stockholder approval of the proposed Amended 2021 Plan is not obtained and the other conditions set forth above are not satisfied, however, the Company may seek to substitute another form of incentive compensation in order to attract and retain key employees, which may include additional cash compensation. Except for the awards in the above table, no determinations have been made as to the type or amounts of awards that may be granted to any participant in the Amended 2021 Plan.

VOTE REQUIRED

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the Amended 2021 Plan.



			BOARD RECOMMENDATION The Board of Directors unanimously recommends that the stockholders vote “FOR” the proposed Amended 2021 Plan.


2025 Proxy Statement			42			Orion Properties Inc.



Proposal Three Ratification of Appointment of Independent Registered Public Accounting Firm

GENERAL

BOARD RECOMMENDATION

The Audit Committee has appointed KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG was first appointed as our independent registered public accounting firm in 2021, to audit the financial statements of the Company for the fiscal year ending December 31, 2021. Stockholder ratification of the appointment of KPMG as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain KPMG in the future. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company.

VOTE

The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


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FEES TO KPMG Aggregate fees for professional services rendered by KPMG for the years ended December 31, 2023 and December 31, 2024, were as follows (in thousands):

		2023	2024

	Type of Service	($)	($)

	Audit Fees(1)	437	483
	Audit-Related Fees(2)	—	34
	Tax Fees	—	—
	All Other Fees	—	—
	Total	437	517

(1)Includes fees for professional services rendered for year-end 2023 and 2024 audit services, and KPMG’s consent to incorporation by reference of its audit opinion in the Company’s shelf registration statement filings.

(2)Includes fees for audit-related consulting services.

PRE-APPROVAL POLICIES AND PROCEDURES

To help ensure the independence of the independent auditor, the Audit Committee’s charter requires that the Audit Committee pre-approve all audit and non-audit services to be performed by its independent auditor prior to the engagement of such independent auditor by the Company or its subsidiaries. The Audit Committee has delegated authority to the Chairman of the Audit Committee to grant pre-approvals regarding the Company’s engagement of the independent auditor for audit and non-audit services, provided that any such approvals must be presented to the full Audit Committee at a subsequent meeting and the Audit Committee must be informed of each non-audit service provided by the independent auditor. All services provided to us by the Company’s independent auditor have been pre-approved by the Audit Committee or the Chairman of the Audit Committee in accordance with the aforementioned delegation.

VOTE REQUIRED

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of KPMG as our independent registered public accounting firm.



			BOARD RECOMMENDATION The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


2025 Proxy Statement			44			Orion Properties Inc.



Audit Committee Report *

Management is responsible for the Company’s accounting and financial reporting processes, including its internal control over financial reporting, and for preparing the Company’s consolidated financial statements. The Company’s independent auditor is responsible for performing an audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion as to whether the Company’s consolidated financial statements are fairly presented in all material respects in conformity with GAAP. In this context, the responsibility of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and KPMG the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024. Management and KPMG represented to the Audit Committee that the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 were prepared in accordance with GAAP. The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

The Audit Committee received the written disclosures and a letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence.

Based on the Audit Committee’s review and the discussions described above, and subject to the limitations on its role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the audited financial statements as of and for the year ended December 31, 2024 be included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 for filing with the SEC.

Submitted by the Audit Committee

Richard J. Lieb (Chair)

Kathleen R. Allen

Gregory J. Whyte


*			The information contained in the Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.


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Securities Authorized For Issuance Under Equity Compensation Plans

The following table shows the amount of securities available under the 2021 Plan as of December 31, 2024, the only compensation plan under which equity securities of the Company are reserved for issuance:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a)(#)	Weighted-average exercise price of outstanding options, warrants and rights(2) (b)($)	Securities available for future issuance under equity compensation plans(3) (excluding securities reflected in column (a)) (c)(#)

Equity compensation plans approved by security holders	3,079,277	—	281,492
Equity compensation plans not approved by security holders	—	—	—
Total	3,079,277		281,492

(1)Includes awards of time-based restricted stock units and performance-based restricted stock units (assuming the maximum level of performance achievement) as of December 31, 2024. Assumes settlement of performance-based restricted stock unit awards granted in March 2022 the performance period for which concluded on December 31, 2024, and a portion of which have vested and a portion of which have been forfeited.

(2)Because there is no exercise price associated with restricted stock units, such awards are not included in the weighted average exercise price calculation.

(3)Represents the total number of shares of common stock reserved for issuance under the Company’s equity compensation plans that remain available for future awards as of December 31, 2024.


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Executive Compensation

The following section discusses the material components of the executive compensation program for our Chief Executive Officer, our Chief Financial Officer, and the next most highly paid executive officer of the Company for the year ended December 31, 2024 (collectively, the “NEOs”). In 2024 our NEOs and their positions with the Company were as follows:

Paul H. McDowell, our Chief Executive Officer, President

Gavin B. Brandon, our Executive Vice President, Chief Financial Officer and Treasurer

Gary Landriau, our Executive Vice President, Chief Investment Officer

On March 5, 2025, the Company announced that Mr. Landriau will be retiring, effective June 30, 2025. In connection with Mr. Landriau’s retirement, Mr. Landriau and the Company entered into a retirement and consultancy agreement, which is more fully described in the “Executive Compensation Arrangements” section below.

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid to or earned by our NEOs for the years indicated.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total Compensation ($)

Paul H. McDowell Chief Executive Officer, President	2024	581,039	—	2,559,997	779,640	31,572	3,952,248
	2023	563,835	—	2,121,330	756,278	14,316	3,455,759

Gavin B. Brandon Executive Vice President (“EVP”), Chief Financial Officer and Treasurer	2024	474,715	—	825,002	636,795	17,517	1,954,029
	2023	461,319	—	699,344	618,773	10,201	1,789,637



Gary E. Landriau EVP, Chief Investment Officer	2024	343,265	—	599,997	423,729	22,034	1,389,025

(1)Represents base salary earned by our NEOs in the applicable fiscal year.

(2)Amounts reflect the grant date fair value of restricted stock unit awards computed in accordance with ASC Topic 718, without regard to forfeitures. For further information on how we account for equity-based compensation and the assumptions used, see “Note 13 - Equity-Based Compensation” to the Company’s consolidated financial statements


2025 Proxy Statement			47			Orion Properties Inc.

included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 5, 2025. These amounts reflect the Company’s estimated compensation cost under ASC Topic 718 for these awards and do not correspond to the actual values, if any, that will be realized by the executives.

(3)Amounts in the Non-Equity Incentive Compensation column represent cash bonuses awarded to each of our NEOs with respect to 2023 and 2024. The amount of the actual cash bonus paid to each NEO with respect to 2024 is discussed in more detail under “Non-Equity Compensation – 2024 Annual Cash Bonus Program” below.

(4)The table below shows the components of “All Other Compensation” for 2024, which include dividend equivalents paid on restricted stock unit (“RSU”) awards, Company 401(k) matching contributions and Company-paid long-term disability.


Name	Dividend Equivalents Paid on RSU Stock Awards ($)	Company 401(k) Match ($)	Long-Term Disability ($)

Paul H. McDowell	24,073	6,750	749
Gavin B. Brandon	10,072	6,750	695
Gary E. Landriau	14,520	6,750	763

The Compensation Committee has retained Ferguson Partners Consulting L.P. (“FPC”), a nationally-known independent executive compensation and benefits consulting firm specializing in the real estate industry, to advise the Compensation Committee with respect to executive officer compensation decisions for fiscal year 2024 and executive officer opportunities, plan and design for fiscal year 2025, including a comparison of compensation levels, mix and plan structure with a group of pre-defined peer companies. FPC has served as the Compensation Committee’s independent compensation adviser since the Distribution, and prior to that was engaged by Realty Income to provide executive compensation consulting services with respect to the initial base salary, annual bonus and equity-based award levels for our executive officers at the time of the Distribution. The compensation framework of the Company for its executive officers is designed to foster a performance-driven, pay-for-performance culture that is intended to align our executive officers’ interests with those of our stockholders while also rewarding our executive officers for superior individual achievements that promote the long-term value of the Company. The key elements of the compensation for each of our NEOs are summarized below.

NON-EQUITY COMPENSATION

Base Salary

The base salary payable to each of our NEOs provides a fixed component of compensation that reflects the NEO’s position and responsibilities and is based on market analysis. The base salaries for our NEOs were established in the context of the nature of the respective NEO’s particular position, the responsibilities associated with that position, length of service with the Company and its predecessors, experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors, our Chief Executive Officer’s recommendations (with the exception of his own base salary) and our overall compensation philosophy. As further described below, the respective employment arrangements of our NEOs provide for a specified or minimum base salary determined in accordance with these criteria.

Effective as of March 1, 2024, Mr. McDowell’s annual base salary was adjusted to $584,000, Mr. Brandon’s annual base salary was adjusted to $477,000 and Mr. Landriau’s annual base salary was adjusted to $345,000. As a result of Mr. Landriau’s previously announced retirement, Mr. Landriau did not receive a base salary adjustment for 2025. Also, Messrs. McDowell and Brandon declined a base salary adjustment for 2025.


2025 Proxy Statement			48			Orion Properties Inc.

2024 Annual Cash Bonus Program

In February 2024, the Compensation Committee approved an annual incentive program for the Company’s 2024 fiscal year (the “2024 Bonus Program”). Under the 2024 Bonus Program, each NEO was eligible to earn an annual incentive bonus based on the applicable NEO’s individual performance and the Company’s achievement of performance goals relating to (1) Core FFO per share, (2) total general and administrative expenses (“G&A expenses”), and (3) Net Debt to Adjusted EBITDA. The weighting of each component of the 2024 Bonus Program was as follows:


			Bonus Component			Weighting (%)

			Individual Performance			33
			Core FFO per share(1)			30
			G&A expenses			13
			Net Debt to Adjusted EBITDA(1)			24

(1) Core FFO and Net Debt and Adjusted EBITDA are non-GAAP financial measures. See the Company’s Supplemental Information Package for 2024 Fourth Quarter and Year End for the definition of these terms.

Under the 2024 Bonus Program, 50% of each target bonus component was to be earned for performance at the threshold level, 100% of each target bonus component was to be earned for performance at the target level and 150% of each target bonus component was to be earned for performance at the maximum level (or above). Performance between threshold and target and between target and maximum performance levels was to be interpolated on a straight-line basis.

Pursuant to their respective employment agreements (as described more fully below), in 2024 each of our NEOs was eligible to earn an annual cash bonus targeted at a percentage of the NEO’s base salary as follows: 100% for Mr. McDowell, 100% for Mr. Brandon and 92% for Mr. Landriau.

In March 2025, the Compensation Committee awarded the NEOs the following cash bonuses with respect to the Company’s 2024 fiscal year based on the applicable NEO’s performance and the Company’s achievement of the performance goals set forth above.


			Name			2024 Cash Bonus ($)

			Paul H. McDowell			$779,640
			Gavin B. Brandon			$636,795
			Gary E. Landriau			$423,729


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2025 Annual Cash Bonus Program

In March 2025, the Compensation Committee approved an annual incentive program for the Company’s 2025 fiscal year (the “2025 Bonus Program”). Under the 2025 Bonus Program, each NEO is eligible to earn an annual incen

SEC Form DEF 14A filed by Orion Office REIT Inc.