Securities Exchange Act of 1934 (Amendment No. )
|
☑
|
| | Filed by the Registrant | | |
☐
|
| | Filed by a Party other than the Registrant | |
| |
Check the appropriate box:
|
| | ||||
| |
☐
|
| | |
Preliminary Proxy Statement
|
| |
| |
☐
|
| | |
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
|
| |
| |
☑
|
| | |
Definitive Proxy Statement
|
| |
| |
☐
|
| | |
Definitive Additional Materials
|
| |
| |
☐
|
| | |
Soliciting Material under §.240.14a-12
|
| |
| |
Payment of Filing Fee (Check the appropriate box):
|
| | ||||
| |
☑
|
| | |
No fee required.
|
| |
| |
☐
|
| | |
Fee paid previously with preliminary materials.
|
| |
| |
☐
|
| | |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
| |
of Shareholders and Proxy Statement
https://www.virtualshareholdermeeting.com/DHC2024
FROM YOUR BOARD OF TRUSTEES
| | | |
Jennifer F. Francis
|
| | Phyllis M. Hollis | |
| | | |
John L. Harrington
|
| |
Adam D. Portnoy
|
|
| | | |
Lisa Harris Jones
|
| |
Jeffrey P. Somers
|
|
|
Location:
Live Webcast Accessible at
https://www.virtual shareholdermeeting.com/ DHC2024
Date:
Friday, May 31, 2024
Time:
9:30 a.m., Eastern time
|
| |
Agenda:
•
Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees;
•
Advisory vote to approve executive compensation;
•
Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2024 fiscal year; and
•
Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
|
|
| | | |
Record Date: You can vote if you were a shareholder of record as of the close of business on March 22, 2024 (the “Record Date”).
|
|
| | | |
Attending Our 2024 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders which will be conducted exclusively by webcast. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on May 30, 2024.
|
|
| | | |
•
Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card.
|
|
| | | |
•
Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed.
|
|
| | | |
Please see the accompanying Proxy Statement for additional information.
|
|
| | | |
By Order of our Board of Trustees,
Jennifer B. Clark
Secretary
March 26, 2024
|
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR
2024 ANNUAL MEETING TO BE HELD ON FRIDAY, MAY 31, 2024. |
| |
| |
The Notice of 2024 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.
|
| |
PROPOSAL
|
| |
MORE
INFORMATION |
| |
BOARD
RECOMMENDATION |
| |
VOTES REQUIRED
FOR APPROVAL |
|
1
Election of Trustees
|
| |
Page 24
|
| |
✓ FOR
|
| |
Plurality of all
votes cast* |
|
2
Advisory vote to approve executive compensation**
|
| |
Page 41
|
| |
✓ FOR
|
| |
Majority of all
votes cast |
|
3
Ratification of independent auditors**
|
| |
Page 54
|
| |
✓ FOR
|
| |
Majority of all
votes cast |
|
|
via the internet
|
| |
Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on May 30, 2024 to authorize a proxy VIA THE INTERNET.
|
|
|
by phone
|
| |
Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on May 30, 2024 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
|
|
|
by mail
|
| |
Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.
|
|
|
|
| |
2024 Proxy Statement
|
| |
1
|
|
PROPOSAL
|
| |
BOARD RECOMMENDATION
|
| |
VOTES REQUIRED
FOR APPROVAL |
|
1
Election of Trustees
|
| |
✓ FOR
|
| |
Plurality of all
votes cast* |
|
2
Advisory vote to approve executive compensation**
|
| |
✓ FOR
|
| |
Majority of all
votes cast |
|
3
Ratification of independent auditors**
|
| |
✓ FOR
|
| |
Majority of all
votes cast |
|
|
2
|
| |
|
| |
2024 Proxy Statement
|
|
NAME OF TRUSTEES
|
| |
INDEPENDENT
|
| |
COMMITTEE MEMBERSHIP
|
|
Christopher J. Bilotto | | | | | | None | |
John L. Harrington | | |
✓
|
| | Audit (Chair) | |
Lisa Harris Jones | | |
✓
|
| |
Audit
Compensation
Nominating and Governance
|
|
Phyllis M. Hollis | | |
✓
|
| |
Audit
Compensation (Chair)
|
|
Dawn K. Neher | | |
✓
|
| | None(1) | |
Adam D. Portnoy | | | | | | None | |
Jeffrey P. Somers | | |
✓
|
| |
Audit
Compensation
Nominating and Governance (Chair)
|
|
|
|
| |
2024 Proxy Statement
|
| |
3
|
|
|
4
|
| |
|
| |
2024 Proxy Statement
|
|
ISG Principle
|
| |
Our Practice
|
|
Principle 1:
Boards are accountable to shareholders.
|
| |
•
All of our Trustees stand for annual election.
•
We adopted a proxy access bylaw.
•
We have a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.
|
|
Principle 2:
Shareholders should be entitled to voting rights in proportion to their economic interest.
|
| |
•
We do not have a dual class structure; each shareholder gets one vote per share.
|
|
Principle 3:
Boards should be responsive to shareholders and be proactive in order to understand their perspectives.
|
| |
•
In 2023, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 65% of our Common Shares.
•
Our engagement topics included business strategies, governance reform priorities, sustainability and social strategy, Board composition, leadership and refreshment, succession planning and executive compensation program disclosure.
|
|
Principle 4:
Boards should have a strong, independent leadership structure.
|
| |
•
We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders.
•
Our Board considers the appropriateness of its leadership structure at least annually.
•
All of our committees are comprised solely of Independent Trustees.
|
|
|
|
| |
2024 Proxy Statement
|
| |
5
|
|
ISG Principle
|
| |
Our Practice
|
|
Principle 5:
Boards should adopt structures and practices that enhance their effectiveness.
|
| |
•
71% of Board members are independent, assuming the election of our Trustee nominees.
•
Our Board includes members of underrepresented communities and, assuming the election of our Trustee nominees, our Board will be comprised of 43% women and 29% African American persons.
•
We have an active Board refreshment plan, including an ongoing engagement with an executive search and consulting firm to identify and evaluate candidates to expand and refresh our Board; four new independent Board members have joined our Board in the last four years if Dawn K. Neher is elected as an Independent Trustee by our shareholders at our 2024 Annual Meeting.
•
Our Trustees then in office attended at least 75% of all Board and applicable committee meetings in 2023, and each of our Trustees then in office attended the 2023 annual meeting of shareholders.
|
|
Principle 6:
Boards should develop management incentive structures that are aligned with the long term strategy of the company.
|
| |
•
Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies.
•
Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted the Amended and Restated 2012 Equity Compensation Plan (the “Share Award Plan”) to reward our named executive officers and other employees of RMR who provide services to us and to align their interests with those of our shareholders.
•
RMR’s compensation is tied to our performance.
|
|
|
6
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
7
|
|
|
8
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
|
|
|
| |
2024 Proxy Statement
|
| |
9
|
|
|
10
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
11
|
|
|
12
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
13
|
|
|
14
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
15
|
|
|
16
|
| |
|
| |
2024 Proxy Statement
|
|
|
Risks
|
| | |
Opportunities
|
|
|
•
Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience.
•
Increases in regional water stress may lead to water use restrictions and impact our operators’ and tenants’ ability to provide services to their guests and patrons.
•
Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines.
•
Maintaining comfort for vulnerable populations may become more costly for SHOP managers.
•
Maintaining electrical power during climate disasters is critical.
|
| | |
•
Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential.
•
On-site solar power generation can drive down utility expenses and provide clean energy and covered parking for tenants. Battery energy storage may further reduce operating expenses and contribute to an increase of localized grid reliability.
•
Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities such as and electric vehicle (EV) charging stations may attract high-quality, investment-grade tenants.
•
Senior living communities provide safe environments during climate-related emergencies.
|
|
| |
Code
|
| | |
Activity Metric
|
| | |
Value
|
| |
| | IF-RE-000.A | | | | Number of assets | | | |
Office Portfolio: 102
SHOP: 232
|
| |
| | IF-RE-000.B | | | | Leasable floor area (square meters) | | | |
Office Portfolio: 799,888
SHOP: 2,312,301
|
| |
| | IF-RE-000.C | | | |
Percentage of indirectly managed assets
|
| | |
Office Portfolio: 39.6%
SHOP: 100%
|
| |
| | IF-RE-000.D | | | | Average occupancy rate | | | |
Office Portfolio: 85.7%
SHOP: 78.1%
|
| |
|
|
| |
2024 Proxy Statement
|
| |
17
|
|
|
Oversight of Strategy
|
| |
Oversight of Risk
|
| |
Succession Planning
|
|
| | | | | | | | | | | | |
| |
✓
Our Board oversees and monitors strategic planning.
✓
Business strategy is a key focus of our Board and embedded in the work of Board committees.
✓
Company management is charged with executing our business strategy and provides regular performance updates to our Board.
|
| | |
✓
Our Board oversees risk management.
✓
Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.
✓
Company management is charged with managing risk, through robust internal processes and effective internal controls.
|
| | |
✓
Our Board oversees succession planning and talent development for senior executive positions.
✓
Our Nominating and Governance Committee makes an annual report to our Board on succession planning.
✓
In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.
|
| |
|
18
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
19
|
|
|
20
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
21
|
|
|
22
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
23
|
|
|
DIVERSITY OF SKILLS AND EXPERIENCES
|
| |||
|
Risk oversight/management expertise
|
| |
Familiarity with the public capital markets
|
|
|
Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry
|
| |
Knowledge of the asset management industry, commercial real estate (“CRE”) industry and real estate investment trusts (“REITs”), including medical office, life sciences and senior living markets
|
|
|
Corporate Governance
|
| |
Understanding of healthcare policy, trends and regulations, and medical office, life science and healthcare business trends
|
|
|
Sustainability
|
| |
Service on other public company boards and committees
|
|
|
Experience at a strategic or policymaking level
in a business, government, non-profit or academic organization of high standing |
|
|
CORE QUALIFICATIONS AND EXPERIENCES
|
| |||
|
High standards of integrity and ethics
|
| |
Diverse perspectives, backgrounds and experiences, including professional background, gender, ethnicity and skills
|
|
|
Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries
|
| |
Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters
|
|
|
Strong record of achievements, including work
experience with a proven record of success |
|
|
24
|
| |
|
| |
2024 Proxy Statement
|
|
| |
Total Number of Trustees
|
| | |
6
|
| | ||||||||||||
| |
Part I: Gender Identity
|
| | |
Female
|
| | |
Male
|
| | |
Non-Binary
|
| | |
Did Not Disclose
Gender |
| |
| | Trustees | | | |
3
|
| | |
3
|
| | |
—
|
| | |
—
|
| |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | African American or Black | | | |
2
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Alaskan Native or Native American | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Asian | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Hispanic or Latinx | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Native Hawaiian or Pacific Islander | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | White | | | |
1
|
| | |
3
|
| | |
—
|
| | |
—
|
| |
| | Two or More Races or Ethnicities | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | LGBTQ+ | | | | | | | | | | | |
—
|
| | | | | |
| | Did Not Disclose Demographic Background | | | | | | | | | | | |
—
|
| | | | | |
|
|
| |
2024 Proxy Statement
|
| |
25
|
|
|
26
|
| |
|
| |
2024 Proxy Statement
|
|
| Christopher J. Bilotto, 46, Nominee for Managing Trustee | | | | | |||||||
|
TRUSTEE NOMINEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCE 2024 BOARD COMMITTEES None |
| | |
PROFESSIONAL EXPERIENCE:
•
Our President and Chief Executive Officer since January 2024.
•
Executive Vice President of RMR since 2023, where he is responsible for portfolio management oversight for all properties managed by RMR LLC, design, construction, development and redevelopment across the United States, oversight of acquisitions and dispositions, and senior living and hotel asset management. Prior to that, Mr. Bilotto served as Senior Vice President of RMR from 2020 to 2023 and Vice President from 2016 to 2020 after joining RMR in 2011. Mr. Bilotto’s prior responsibilities at RMR included serving as Senior Area Director of RMR LLC’s West Region.
•
Former chief executive officer of Office Properties Income Trust from October 2023 to December 2023, president from 2021 to December 2023, chief operating officer from 2020 to 2023 and vice president from 2019 to 2020.
•
Previously held various management roles for shopping malls and mixed-use assets in New Mexico, Arizona and California at General Growth Properties.
•
Member of the National Association of Office and Industrial Properties.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Mr. Bilotto brings to our Board extensive professional skills and demonstrated management ability. Mr. Bilotto has experience in, and knowledge of, REITs and experience working in the CRE industry. Mr. Bilotto possesses institutional knowledge earned through prior service as an officer of Office Properties Income Trust and in leadership positions with RMR. Mr. Bilotto has professional skills and expertise in real estate matters and experience as a senior level executive officer. Mr. Bilotto identifies as Caucasian and as male. Mr. Bilotto qualifies as a Managing Trustee in accordance with the requirements of our governing documents.
|
|
|
Risk Oversight/Management
|
| |
Financial Literacy
|
| |
Human Capital Management
|
| |
Investment Expertise
|
|
|
REIT/Real Estate
|
| |
ESG
|
| |
Public Company Executive
|
| | | |
|
|
| |
2024 Proxy Statement
|
| |
27
|
|
| John L. Harrington, 87, Independent Trustee | | | | | |||||||
|
TRUSTEE SINCE 1999
BOARD COMMITTEES Audit (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Chairman of the board of trustees of the Yawkey Foundation (a charitable foundation) since 2007 and from 2002 to 2003.
•
Trustee of the Yawkey Foundation since 1982 and executive director from 1982 to 2006.
•
Trustee of the JRY Trust from 1982 through 2009.
•
Chief executive officer and general partner of the Boston Red Sox Baseball Club from 1986 to 2002 and vice president and chief financial officer prior to 1986.
•
President of Boston Trust Management Corp. from 1981 to 2006.
•
Principal of Bingham McCutchen Sports Consulting LLC from 2007 to 2008.
•
Represented the Boston Red Sox majority interest in co-founding The New England Sports Network, managing it from 1981 to 2002.
•
Director of Fleet Bank from 1995 to 1999.
•
Director of Shawmut Bank of Boston from 1986 to 1995.
•
Member of the Major League Baseball Executive Council from 1998 to 2001.
•
Assistant secretary of administration and finance for the Commonwealth of Massachusetts in 1980.
•
Treasurer of the American League of Professional Baseball Clubs from 1970 to 1972.
•
Assistant professor and director of admissions, Carroll Graduate School of Management at Boston College from 1967 through 1970.
•
Supervisory auditor for the U.S. General Accounting Office from 1961 through 1966.
•
Many civic leadership positions.
•
Recipient of numerous leadership awards and honorary doctorate degrees.
•
Licensed as a certified public accountant in Massachusetts.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Service Properties Trust (since 1995)
•
Office Properties Income Trust (since 2009)
•
Seven Hills Realty Trust (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund (and its predecessors)) (from 2003 to 2021)
•
Tremont Mortgage Trust (from 2017 to 2021)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Mr. Harrington brings to our Board extensive professional skills and leadership experience. Mr. Harrington has held key management roles in various enterprises and has worked on public company boards as well as board committees. Mr. Harrington has served on the boards of several private and charitable organizations. Mr. Harrington possesses extensive experience in, and knowledge of, accounting, finance, risk management, compensation and benefits. Mr. Harrington also has experience as a chief executive officer and a chief financial officer. Mr. Harrington has institutional knowledge earned through prior service on our Board. Mr. Harrington identifies as Caucasian and as male. Mr. Harrington qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
|
|
|
Risk Oversight/Management
|
| |
Human Capital Management
|
| |
Financial Expertise
|
| |
Public Company Board
|
|
|
REIT/Real Estate
|
| |
ESG
|
| |
Government/Public Policy
|
| | | |
|
28
|
| |
|
| |
2024 Proxy Statement
|
|
| Lisa Harris Jones, 56, Independent Trustee | | | | | |||||||
|
TRUSTEE SINCE 2015
LEAD INDEPENDENT TRUSTEE SINCE DECEMBER 2018 BOARD COMMITTEES Audit Compensation Nominating and Governance |
| | |
PROFESSIONAL EXPERIENCE:
•
Founding and managing member of Harris Jones & Malone, LLC, a Maryland based law firm that focuses on state and local lobbying, government relations and procurement, since 2000.
•
Practiced corporate securities, mergers and acquisitions, government relations, real estate financing and land use law at other Maryland law firms, prior to founding Harris Jones & Malone, LLC.
•
Worked in a pro bono capacity for dyslexia education, community development in Baltimore City’s most challenging areas, and the advancement of minority and women business enterprises.
•
Served in leadership positions on several non-profit boards, including the Baltimore Museum of Art and Everyman Theatre.
•
Recognized for both her professional and civic work by multiple entities including Savoy Magazine where she gained national recognition by being named one of the Most Influential Black Corporate Directors.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Industrial Logistics Properties Trust (since 2018)
•
TravelCenters of America Inc. (from 2013 until it was acquired by BP Products North America Inc. in May 2023)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Ms. Harris Jones brings to our Board extensive professional skills and experience in legal and business finance matters, public policy and real estate matters. Ms. Harris Jones has dedicated a great deal of her time and resources to matters of public interest. Ms. Harris Jones’s practice includes representation of small and large business enterprises, both publicly and privately held, municipalities and related quasi-public agencies, and nonprofit organizations. Ms. Harris Jones represents clients on a wide range of business interests’ concerns including, but not limited to, public and private real estate development, land use zoning and financing, construction, energy, retail sales, education, transportation, public safety, healthcare, gaming, telecommunications, intellectual technology, procurement, corporate, taxation, labor and employment, insurance, public interest, election, and environmental law. Ms. Harris Jones has demonstrated leadership capacity as an entrepreneur and founding member of a law firm. Ms. Harris Jones has served on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Harris Jones identifies as African American and as female. Ms. Harris Jones qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
|
|
|
Risk Oversight/Management
|
| |
Financial Literacy
|
| |
Public Company Board
|
| |
Investment Expertise
|
|
|
Legal/Regulatory
|
| |
Human Capital Management
|
| |
ESG
|
| |
REIT/Real Estate
|
|
|
Government/Public Policy
|
| | | | | | | | | |
|
|
| |
2024 Proxy Statement
|
| |
29
|
|
| Phyllis M. Hollis, 68, Independent Trustee | | | | | |||||||
|
TRUSTEE SINCE 2023
BOARD COMMITTEES Audit Compensation (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Chief executive officer of Hollis Advisory LLC since 2018.
•
Chief executive officer, chief marketing officer and chief operating officer for CAVU Securities, LLC, a New York based investment bank from 2014 to 2018.
•
Founded and served as president of Egerie Consulting from 2000 until 2010.
•
Co-founded Utendahl Capital Partners, a minority owned investment bank, in 1994.
•
Serves on the finance and investment committee for Guild Hall, a community arts, entertainment and education center.
•
Trustee on several other non-profit company boards, mostly involved with the visual arts, and serves on various committees which include strategic planning, investments/finance, impact initiatives and marketing.
•
Launched a weekly podcast, Cerebral Women Art Talks, to promote and provide marketing services to visual artists, mainly artists of color, female artists and art professionals, in 2020.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Seven Hills Reality Trust (from 2022 to September 2023)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Ms. Hollis brings to our Board extensive experience in, and knowledge of, the investment banking industry and demonstrated management ability. Additionally, Ms. Hollis brings to our Board her experience in capital raising and strategic business transactions, as well as her professional training, skills and expertise in finance matters. Ms. Hollis identifies as African American and as female. Ms. Hollis qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
|
|
|
Risk Oversight/Management
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
Investment Expertise
|
|
|
ESG
|
| | | | | | | | | |
|
30
|
| |
|
| |
2024 Proxy Statement
|
|
| Dawn K. Neher, 67, Nominee for Independent Trustee | | | | | |||||||
|
TRUSTEE NOMINEE
BOARD COMMITTEES None(2) |
| | |
PROFESSIONAL EXPERIENCE:
•
Principal of Back East Consulting LLC since 2013.
•
Chief financial officer and director at large of Cambridge Innovation Centers from 2019 to 2021.
•
Chief financial officer of New England Development from 1998 to 2013.
•
Executive vice president, finance and acquisitions of New England Development from 1995 to 1998.
•
Vice president of equity investments of Aetna Realty Investors (now UBS Realty Investors) from 1986 to 1989.
•
Member of the corporate board committee of the Boston Club since to 2013 and director at large from 2013 to 2016.
•
Member of National Association of Corporate Directors since 2013.
•
Legacy council member of Commercial Real Estate Women since 2012.
•
Member and panel speaker for International Council of Shopping Centers since 1989.
•
Member of the Pension Real Estate Association since 2010.
•
Member of the Urban Mixed Used Development Council since 2019 and member of the Urban Land Institute since 1989.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Ms. Neher brings to our Board demonstrated management ability and extensive professional skills and experience in finance and real estate matters as a senior level executive officer. Ms. Neher has extensive experience in, and knowledge of, the CRE industry and over 35 years of experience working in real estate development, management and financing. Ms. Neher identifies as Caucasian and as female. Ms. Neher qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
|
|
|
Risk Oversight/Management
|
| |
Financial Literacy
|
| |
Human Capital Management
|
| |
Investment Expertise
|
|
|
REIT/Real Estate
|
| |
ESG
|
| | | | | | |
|
|
| |
2024 Proxy Statement
|
| |
31
|
|
| Adam D. Portnoy, 53, Managing Trustee | | | | | |||||||
|
TRUSTEE SINCE 2007
CHAIR OF OUR BOARD SINCE 2019 BOARD COMMITTEES None |
| | |
PROFESSIONAL EXPERIENCE:
•
President and Chief Executive Officer of RMR Inc., since shortly after its formation in 2015.
•
President and Chief Executive Officer of RMR since 2005, and Director from 2006 to June 5, 2015 when RMR became a majority owned subsidiary of RMR Inc. and RMR Inc. became RMR’s managing member.
•
Director of Tremont Realty Capital LLC since March 2016.
•
Sole trustee, controlling shareholder and an officer of ABP Trust.
•
Director and controlling shareholder of Sonesta International Hotels Corporation and its parent.
•
Sole director of AlerisLife, Inc. since its acquisition by ABP Trust in March 2023.
•
Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital LLC.
•
Served in various positions in the finance industry and public sector, including working as an investment banker at Donaldson, Lufkin & Jenrette and working in private equity at DLJ Merchant Banking Partners and at the International Finance Corporation (a member of The World Bank Group).
•
Founded and served as chief executive officer of a privately financed telecommunications company.
•
Honorary Consul General of the Republic of Bulgaria to Massachusetts.
•
Member of Massachusetts Opportunity Alliance, Inc. Board.
•
Member of Massachusetts High Technology Council, Inc. Board.
•
Chair of the board of directors of the Pioneer Institute.
•
Executive committee member of the board of directors of the Greater Boston Chamber of Commerce.
•
Member of AJC New England’s Leadership Board.
•
Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Service Properties Trust (since 2007)
•
Office Properties Income Trust (since 2009)
•
Seven Hills Realty Trust, including its predecessor companies (since 2009)
•
The RMR Group Inc. (since 2015)
•
Industrial Logistics Properties Trust (since 2017)
•
TravelCenters of America Inc. (from 2018 until it was acquired by BP Products North America Inc. in May 2023) and chair of its board (from 2019 to May 2023)
•
AlerisLife Inc. (from 2018 until it was acquired by ABP Trust in March 2023) and chair of its board (from 2019 to March 2023)
•
Tremont Mortgage Trust (from 2017 until it merged with Seven Hills Realty Trust in September 2021)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
QUALIFICATIONS
Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management and CRE industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board service, and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on our Board and deep knowledge of our business. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.
Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.
|
|
|
Risk Oversight/Management
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
Public Company Board
|
|
|
REIT/Real Estate
|
| |
Investment Expertise
|
| |
ESG
|
| |
Public Company Executive
|
|
|
Government/Public Policy
|
| | | | | | | | | |
|
32
|
| |
|
| |
2024 Proxy Statement
|
|
| Jeffrey P. Somers, 81, Independent Trustee | | | | | | | | |||||||
|
TRUSTEE SINCE 2009
LEAD INDEPENDENT TRUSTEE FROM 2015-2018 BOARD COMMITTEES Audit Compensation Nominating and Governance (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Of counsel since 2010, and member of the law firm of Morse, Barnes-Brown & Pendleton, PC from 1995 to 2009, serving as managing member for six of those years.
•
Former partner at the law firm of Gadsby Hannah LLP (now McCarter & English, LLP) for more than 20 years prior to working at Morse, Barnes-Brown & Pendleton, PC, serving as managing partner for eight of those years.
•
Director of Cantella Management Corp., a holding company of Cantella & Co., Inc., an SEC registered broker-dealer, from 2002 until January 2014, when the company was acquired by a third party.
•
Trustee of the Pictet Funds from 1995 to 2001.
•
Former staff attorney at the SEC in Washington, D.C. prior to entering private law practice.
•
Former trustee of Glover Hospital, a private not for profit regional hospital, which is currently part of Beth Israel Deaconess Hospital, among various other civic leadership roles.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Office Properties Income Trust (since 2009)
•
Seven Hills Realty Trust including its predecessor companies (since 2009)
•
Tremont Mortgage Trust (from 2017 to 2020)
•
Select Income REIT (from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| | ||||||||
|
QUALIFICATIONS
Mr. Somers brings to our Board extensive expertise in legal, corporate governance and regulatory matters, as well as leadership experience gained from his role as a law firm managing partner. Mr. Somers also possesses a sophisticated understanding of finance and accounting matters, obtained through his service as a trustee of public REITs and investment companies, as well as work on board committees. Mr. Somers has extensive experience in public policy matters and complex business transactions gained partly from government service, as well as institutional knowledge earned through prior service on our Board. Mr. Somers identifies as Caucasian and as male. Mr. Somers qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
|
| |
|
Risk Oversight/Management
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
REIT/Real Estate
|
|
|
ESG
|
| |
Legal/Regulatory
|
| |
Government/Public Policy
|
| |
Public Company Board
|
|
|
|
| |
2024 Proxy Statement
|
| |
33
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
|
| | | | | | |
Christopher J. Bilotto
Age: 46
|
| | | | | | |
President and Chief Executive Officer since 2024
|
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Mr. Bilotto’s background and qualifications are described above.
|
| | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
|
| | | | | | |
Matthew C. Brown
Age: 42
|
| | | | | | |
Chief Financial Officer and Treasurer since 2023
|
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Mr. Brown has been a Senior Vice President of RMR since 2019 and has served in various finance and accounting leadership roles with RMR and its subsidiaries since 2007, including currently being responsible for the day to day oversight of the accounting and finance support functions and the tax department of RMR and various affiliates. Mr. Brown served as chief financial officer and treasurer of Office Properties Income Trust from 2019 until September 2023. Mr. Brown is a certified public accountant. Mr. Brown identifies as Caucasian and as male.
|
| | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
34
|
| |
|
| |
2024 Proxy Statement
|
|
|
Members
John L. Harrington (Chair)
Lisa Harris Jones Phyllis M. Hollis Jeffrey P. Somers
8 meetings during 2023
|
| |
Our Audit Committee is comprised solely of Independent Trustees. Its primary role is to help our Board fulfill its oversight responsibilities related to the integrity of our financial statements and financial reporting process, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, risk management and our compliance with legal and regulatory requirements. Our Audit Committee is responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditor and the resolution of disagreements between management and our independent auditor. Our independent auditor reports directly to our Audit Committee. Our Audit Committee reviews the overall audit scope and plans of the audit with our independent auditor. Our Audit Committee also reviews with management and our independent auditors our quarterly reports on Form 10-Q, annual reports on Form 10-K and earnings releases.
Our Board has determined that each member of our Audit Committee is financially literate and that Mr. Harrington is our Audit Committee’s “financial expert.”
Mr. LePage served as the Chair of our Audit Committee and Mr. Pierce served as a member of our Audit Committee until their resignations from our Board on September 25, 2023.
|
|
|
Members
Phyllis M. Hollis (Chair)
Lisa Harris Jones Jeffrey P. Somers
6 meetings during 2023
|
| |
Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of RMR and our executive officers, evaluating and approving any changes in our agreements with RMR and approving equity compensation awards. Our Compensation Committee recommends to our Board the cash compensation payable to our Trustees for Board and committee service. Our Compensation Committee determines and approves the equity based compensation payable to our Trustees for Board and committee service, and any compensation payable to the Lead Independent Trustee in his, her or their capacity as such. Our Compensation Committee administers our Share Award Plan and determines all awards granted pursuant to the Share Award Plan. It also reviews amounts payable by us to RMR under our business and property management agreements and approves any proposed amendments to or termination of those agreements.
Mr. Somers served as the Chair of our Compensation Committee until September 26, 2023. Mr. Pierce served on our Compensation Committee until his resignation from our Board on September 25, 2023.
|
|
|
Members
Jeffrey P. Somers (Chair)
Lisa Harris Jones
3 meetings during 2023
|
| |
Our Nominating and Governance Committee is comprised solely of Independent Trustees. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by our Board, and to recommend candidates to our entire Board for nomination or selection as Board members for each annual meeting of shareholders or when vacancies occur, to perform certain assessments of our Board and Board committees, including to assess the independence of Trustees and Trustee nominees, and to develop and recommend to our Board governance principles for our Company. Under its charter, our Nominating and Governance Committee is also responsible for considering and reporting on our succession planning to our Board.
Mr. Harrington served as Chair of our Nominating and Governance Committee until September 26, 2023.
|
|
|
|
| |
2024 Proxy Statement
|
| |
35
|
|
|
36
|
| |
|
| |
2024 Proxy Statement
|
|
Name
|
| |
Fees Earned or Paid
in Cash ($)(1) |
| |
Stock Awards ($)(2)
|
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
Jennifer F. Francis(3)(4) | | | | | — | | | | | | 34,800 | | | | | | — | | | | | | 34,800 | | |
John L. Harrington | | | | | 103,466 | | | | | | 34,800 | | | | | | — | | | | | | 138,266 | | |
Lisa Harris Jones | | | | | 152,500 | | | | | | 34,800 | | | | | | — | | | | | | 187,300 | | |
Phyllis M. Hollis(5) | | | | | 69,316 | | | | | | 44,600 | | | | | | | | | | | | 113,916 | | |
Daniel F. LePage(6) | | | | | 130,000 | | | | | | 34,800 | | | | | | — | | | | | | 164,800 | | |
David A. Pierce(6) | | | | | 110,000 | | | | | | 34,800 | | | | | | — | | | | | | 144,800 | | |
Adam D. Portnoy(3) | | | | | — | | | | | | 34,800 | | | | | | — | | | | | | 34,800 | | |
Jeffrey P. Somers | | | | | 100,000 | | | | | | 34,800 | | | | | | — | | | | | | 134,800 | | |
|
|
| |
2024 Proxy Statement
|
| |
37
|
|
Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned* |
| |
Percent of
Outstanding Shares** |
| |
Additional Information
|
| |||
Adam D. Portnoy | | | | | 23,464,392 | | | |
9.76%
|
| |
Includes 23,250,019 Common Shares
owned by ABP Trust. Voting and investment power with respect to Common Shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as ABP Trust’s sole trustee. |
|
Jennifer F. Francis(1) | | | | | 256,153 | | | |
Less than 1%
|
| | | |
Jeffrey P. Somers | | | | | 98,500 | | | |
Less than 1%
|
| | | |
Lisa Harris Jones | | | | | 90,297 | | | |
Less than 1%
|
| | | |
Richard W. Siedel Jr.(2) | | | | | 88,791 | | | |
Less than 1%
|
| | | |
John L. Harrington | | | | | 60,000 | | | |
Less than 1%
|
| | Includes 60,000 Common Shares owned by the John L. Harrington Revocable Trust. Mr. Harrington may be deemed to hold voting and investment power as a trustee and beneficiary of the John L. Harrington Revocable Trust. | |
Matthew C. Brown | | | | | 50,171 | | | |
Less than 1%
|
| | | |
Christopher J. Bilotto | | | | | 48,666 | | | |
Less than 1%
|
| | | |
Phyllis M. Hollis | | | | | 20,000 | | | |
Less than 1%
|
| | | |
Dawn K. Neher | | | | | 0 | | | |
Less than 1%
|
| | | |
All Trustees, the Trustee nominees and executive officers as a group (nine persons) | | | | | 24,088,179 | | | |
10.02%
|
| | | |
|
38
|
| |
|
| |
2024 Proxy Statement
|
|
Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned |
| |
Percent of
Outstanding Shares* |
| |
Additional Information
|
| ||||||
Flat Footed LLC (“Flat Footed”)
3465 N Pines Way, Suite 104 Box 206 Wilson, WY 83014 |
| | | | 23,487,000 | | | | | | 9.77% | | | |
Based on a Schedule 13D filed with the SEC on
December 22, 2023 by Flat Footed reporting that at December 19, 2023, Flat Footed beneficially owned 23,487,000 Common Shares and had shared voting power over 23,487,000 Common Shares and shared dispositive power over 23,487,000 Common Shares. |
|
ABP Trust and
Adam D. Portnoy Two Newton Place 255 Washington Street Suite 300 Newton, Massachusetts 02458 |
| | | | 23,250,019 | | | | | | 9.67% | | | |
Based on a Schedule 13D filed with the SEC on
June 20, 2023 by Mr. Portnoy and ABP Trust, reporting that, as of June 7, 2023, (i) ABP Trust beneficially owned 23,250,019 Common Shares and had shared voting and dispositive power over 23,250,019 Common Shares and (ii) Adam D. Portnoy directly owned and had sole voting and dispositive power over 214,373.55 Common Shares, beneficially owned 23,464,392.55 Common Shares and had shared voting and dispositive power over 23,250,019 Common Shares. |
|
The Vanguard Group, Inc. (“Vanguard”)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 20,078,770 | | | | | | 8.35% | | | |
Based on a Schedule 13G/A filed with the SEC
on February 13, 2024 by Vanguard reporting that, at December 29, 2023, Vanguard beneficially owned 20,078,770 Common Shares and had shared voting power over 145,087 Common Shares, sole dispositive power over 19,752,286 Common Shares and shared dispositive power over 326,484 Common Shares. |
|
BlackRock, Inc. (“BlackRock”)
55 East 52nd Street New York, New York 10055 |
| | | | 18,689,085 | | | | | | 7.77% | | | |
Based on a Schedule 13G/A filed with the SEC
on January 26, 2024 by BlackRock reporting that, at December 31, 2023, BlackRock beneficially owned 18,689,085 Common Shares and had sole voting power over 18,247,074 Common Shares and sole dispositive power over 18,689,085 Common Shares. |
|
Silver Point Capital, L.P.
(“Silver Point”) Two Greenwich Plaza Suite 1 Greenwich, CT 06830 |
| | | | 15,720,000 | | | | | | 6.54% | | | |
Based on a Schedule 13G filed with the SEC on
February 14, 2024 by Silver Point reporting that, at December 31, 2023, Silver Point beneficially owned 15,720,000 Common Shares and had shared voting power over 15,720,000 Common Shares and shared dispositive power over 15,720,000 Common Shares. |
|
H/2 Special Opportunities IV L.P.
(“H/2”) 680 Washington Boulevard, 7th Floor Stamford, CT 06901 |
| | | | 14,917,366 | | | | | | 6.20% | | | | Based on a Schedule 13D filed on June 30, 2023 by H/2 reporting that at June 30, 2023, H/2 beneficially owned 14,917,366 Common Shares and had shared voting power over 14,917,366 Common Shares and shared dispositive power over 14,917,366 Common Shares. | |
|
|
| |
2024 Proxy Statement
|
| |
39
|
|
Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned |
| |
Percent of
Outstanding Shares* |
| |
Additional Information
|
| ||||||
Charles Schwab Investment Management, Inc. (“Charles Schwab”)
211 Main Street San Francisco, CA 94105 |
| | | | 14,346,995 | | | | | | 5.97% | | | |
Based on a Schedule 13G filed with the SEC on
February 9, 2024 by Charles Schwab reporting that, at December 31, 2023, Charles Schwab beneficially owned 14,346,995 Common Shares and had sole voting power over 14,346,995 Common Shares and sole dispositive power over 14,346,995 Common Shares. |
|
D.E. Shaw & Co., L.P.
(“DESCO”) 1166 Avenue of the Americas, 9th Floor New York, New York 10036 |
| | | | 13,768,926 | | | | | | 5.73% | | | |
Based on a Schedule 13D filed on October 5,
2023 by DESCO reporting that at September 29, 2023, DESCO beneficially owned 13,768,926 Common Shares and had shared voting power over 13,768,926 Common Shares and shared dispositive power over 13,768,926 Common Shares. |
|
|
40
|
| |
|
| |
2024 Proxy Statement
|
|
|
PROPOSAL 2:
|
| | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
|
|
| |
2024 Proxy Statement
|
| |
41
|
|
|
42
|
| |
|
| |
2024 Proxy Statement
|
|
|
The key principle of RMR’s compensation philosophy for all employees, including our named executive officers, is to pay for performance. RMR maintains a rigorous and thorough talent and compensation review process to ensure that its employees are in appropriate roles that maximize their full potential. This process also ensures that there is strong leadership guiding employees and that there is a succession and development plan for each role. RMR’s goal is to make employee and leadership development an integral part of its culture, supporting each employee and the continued success of RMR, our Company and other RMR Clients.
|
| |
|
|
|
|
| |
2024 Proxy Statement
|
| |
43
|
|
Compensation Element
|
| |
What It Does
|
| |
Key Measures
|
|
Base Salary | | |
•
Provides a level of fixed pay appropriate to an executive’s role and responsibilities
•
Evaluated on an annual basis
|
| |
•
Experience, duties and scope of responsibility
•
Internal and external market factors
|
|
Discretionary Cash Bonus | | |
•
Provides a competitive annual cash incentive opportunity
•
Links executives’ interests with shareholders’ interests
•
Incentivizes and rewards superior group, individual and Company performance
|
| |
•
Based on holistic performance evaluation
|
|
Equity Compensation | | |
•
Links executives’ interests with long-term interests of shareholders
•
Incentivizes and rewards superior group, individual and Company performance
|
| |
•
Based on holistic performance evaluation
|
|
|
44
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
45
|
|
|
46
|
| |
|
| |
2024 Proxy Statement
|
|
Lisa Harris Jones
Jeffrey P. Somers
|
|
| |
2024 Proxy Statement
|
| |
47
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock Awards ($)(1)
|
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| ||||||||||||
Jennifer F. Francis(3)(4)
Former President and Chief Executive Officer |
| | | | 2023 | | | |
—
|
| |
—
|
| | | | 174,600 | | | | | | 4,110 | | | | | | 178,710 | | |
| | | 2022 | | | |
—
|
| |
—
|
| | | | 120,800 | | | | | | 3,195 | | | | | | 123,995 | | | ||
| | | 2021 | | | |
—
|
| |
—
|
| | | | 278,600 | | | | | | 1,824 | | | | | | 280,424 | | | ||
Matthew C. Brown(3)(5)
Chief Financial Officer and Treasurer |
| | | | 2023 | | | |
—
|
| |
—
|
| | | | 34,950 | | | | | | 1,030 | | | | | | 35,980 | | |
| | | 2022 | | | |
—
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | ||
| | | 2021 | | | |
—
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | ||
Richard W. Siedel Jr.(3)(6)
Former Chief Financial Officer and Treasurer |
| | | | 2023 | | | |
—
|
| |
—
|
| | | | — | | | | | | 2,200 | | | | | | 2,200 | | |
| | | 2022 | | | |
—
|
| |
—
|
| | | | 52,000 | | | | | | 1,845 | | | | | | 53,845 | | | ||
| | | 2021 | | | |
—
|
| |
—
|
| | | | 102,300 | | | | | | 1,189 | | | | | | 103,489 | | |
|
48
|
| |
|
| |
2024 Proxy Statement
|
|
Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
| |
Grant Date Fair Value of
Stock and Option Awards ($)(1) |
| |||||||||
Jennifer F. Francis | | | | | 9/13/2023 | | | | | | 60,000 | | | | | | 139,800 | | |
Matthew C. Brown | | | | | 9/13/2023 | | | | | | 15,000 | | | | | | 34,950 | | |
Richard W. Siedel Jr.(2) | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | |
Stock Awards
|
| |||||||||
Name
|
| |
Year Granted
|
| |
Number of Shares or Units
of Stock That Have Not Vested (#)(1) |
| |
Market Value of Shares or
Units of Stock That Have Not Vested ($)(2) |
| |||||||||
Jennifer F. Francis
|
| | | | 2023 | | | | | | 48,000 | | | | | | 179,520 | | |
| | | 2022 | | | | | | 36,000 | | | | | | 134,640 | | | ||
| | | 2021 | | | | | | 24,000 | | | | | | 89,760 | | | ||
| | | 2020 | | | | | | 6,000 | | | | | | 22,440 | | | ||
Matthew C. Brown(3)
|
| | | | 2023 | | | | | | 12,000 | | | | | | 44,880 | | |
| | | 2022 | | | | | | 9,000 | | | | | | 33,660 | | | ||
| | | 2021 | | | | | | 6,000 | | | | | | 22,440 | | | ||
| | | 2020 | | | | | | 1,600 | | | | | | 5,984 | | | ||
Richard W. Siedel Jr.(4)
|
| | | | 2023 | | | | | | — | | | | | | — | | |
| | | 2022 | | | | | | 24,000 | | | | | | 89,760 | | | ||
| | | 2021 | | | | | | 12,000 | | | | | | 44,880 | | | ||
| | | 2020 | | | | | | 4,000 | | | | | | 14,960 | | |
|
|
| |
2024 Proxy Statement
|
| |
49
|
|
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares Acquired
on Vesting (#) |
| |
Value Realized on
Vesting ($)(1) |
| ||||||
Jennifer F. Francis(2) | | | | | 45,000 | | | | | | 106,770 | | |
Matthew C. Brown(3) | | | | | 11,200 | | | | | | 26,574 | | |
Richard W. Siedel Jr.(4) | | | | | 20,000 | | | | | | 47,920 | | |
Name
|
| |
Number of Shares Vested Upon
Termination Event (#) |
| |
Value Realized on Termination Event
as of December 31, 2023 ($)(1) |
| ||||||
Jennifer F. Francis | | | | | 114,000 | | | | | | 426,360 | | |
Matthew C. Brown | | | | | 28,600 | | | | | | 106,964 | | |
Richard W. Siedel Jr.(2) | | | | | 40,000 | | | | | | 149,600 | | |
|
50
|
| |
|
| |
2024 Proxy Statement
|
|
| Pay Versus Performance | | ||||||||||||||||||||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEOs NEOs(2)(3) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (Loss) ($000s) | | ||||||||||||||||||||||||
| Total Shareholder Return | | | Peer Group Total Shareholder Return** | | |||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $( | | |
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | ||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | |
| PEO Compensation Actually Paid | | |||||||||||||||||||||||||||||||||||||||||||||
| Year | | | PEO Name | | | Total Compensation Per Summary Compensation Table Less Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to PEO | | |||||||||||||||||||||
| 2023 | | | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | |
| Average Non-PEO NEOs—Compensation Actually Paid | | |||||||||||||||||||||
| Year | | | Total Compensation Per Summary Compensation Table Less Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to Non-PEO NEOs | |
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
|
|
| |
2024 Proxy Statement
|
| |
51
|
|
|
52
|
| |
|
| |
2024 Proxy Statement
|
|
|
PROPOSAL 3:
|
| |
RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS |
|
| | |
2023 Fees
|
| |
2022 Fees
|
| ||||||
Audit Fees | | | | $ | 1,514,850 | | | | | $ | 1,403,477 | | |
Audit Related Fees | | | | | 31,200 | | | | | | — | | |
Tax Fees | | | | | 21,000 | | | | | | 28,350 | | |
All Other Fees | | | | | 948 | | | | | | 948 | | |
|
54
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
55
|
|
Lisa Harris Jones
Phyllis M. Hollis
Jeffrey P. Somers
|
56
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
57
|
|
48 Wall Street, 22nd Floor
New York, NY 10005
Shareholders: (800) 967-5074
Brokers: (212) 269-5550
|
58
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
59
|
|
|
60
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
61
|
|
|
62
|
| |
|
| |
2024 Proxy Statement
|
|
Secretary
March 26, 2024
|
|
| |
2024 Proxy Statement
|
| |
63
|
|
|
|
| |
2024 Proxy Statement
|
| |
A-1
|
|
|
A-2
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
A-3
|
|
|
A-4
|
| |
|
| |
2024 Proxy Statement
|
|
|
|
| |
2024 Proxy Statement
|
| |
A-5
|
|
|
A-6
|
| |
|
| |
2024 Proxy Statement
|
|