Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §.240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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of Shareholders and Proxy Statement
![[MISSING IMAGE: lg_divershealthtrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/lg_divershealthtrust-pn.jpg)
https://www.virtualshareholdermeeting.com/DHC2025
![[MISSING IMAGE: lg_divershealthtrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/lg_divershealthtrust-pn.jpg)
FROM YOUR BOARD OF TRUSTEES
![[MISSING IMAGE: ph_boardtrustees-4clr.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/ph_boardtrustees-4clr.jpg)
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Christopher J. Bilotto
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| | Phyllis M. Hollis | |
| | | | Alan Felder | | | Dawn K. Neher | |
| | | | John L. Harrington | | | Adam Portnoy | |
| | | | Lisa Harris Jones | | |
Jeffrey P. Somers
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![[MISSING IMAGE: lg_divershealthtrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/lg_divershealthtrust-pn.jpg)
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Location:
Live Webcast Accessible at
https://www.virtual shareholdermeeting.com/DHC2025
Date:
Thursday, May 29, 2025
Time:
9:30 a.m., Eastern Time
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Agenda:
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Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees;
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Advisory vote to approve executive compensation;
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Approve the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan;
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Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 fiscal year; and
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Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
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Record Date: You can vote if you were a shareholder of record as of the close of business on March 13, 2025 (the “Record Date”).
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Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on May 28, 2025.
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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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card.
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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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2025 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 other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed.
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Please see the accompanying Proxy Statement for additional information.
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By Order of our Board of Trustees,
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Jennifer B. Clark
Secretary March 20, 2025
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2025 ANNUAL MEETING TO BE HELD ON THURSDAY, MAY 29, 2025. | | |
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The Notice of 2025 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
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PROPOSAL
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MORE
INFORMATION |
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BOARD
RECOMMENDATION |
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VOTES REQUIRED
FOR APPROVAL |
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1
Election of Trustees
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Page 20
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✓ FOR ALL
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Plurality of all
votes cast* |
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2
Advisory vote to approve executive compensation**
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Page 37
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✓ FOR
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Majority of all
votes cast |
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Approval of the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan
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Page 50
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✓ FOR
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Majority of all
votes cast |
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4
Ratification of independent auditors**
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Page 54
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✓ FOR
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Majority of all
votes cast |
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via the internet
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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 28, 2025 to authorize a proxy VIA THE INTERNET.
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by phone
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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 28, 2025 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.
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by mail
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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.
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2025 Proxy Statement
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1
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PROPOSAL
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BOARD
RECOMMENDATION |
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VOTES REQUIRED
FOR APPROVAL |
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1
Election of Trustees
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✓ FOR ALL
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Plurality of all
votes cast* |
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2
Advisory vote to approve executive compensation**
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✓ FOR
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Majority of all
votes cast |
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3
Approval of the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan
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✓ FOR
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Majority of all
votes cast |
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Ratification of independent auditors**
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✓ FOR
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Majority of all
votes cast |
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2
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2025 Proxy Statement
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NAME OF TRUSTEES
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INDEPENDENT
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COMMITTEE MEMBERSHIP
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Christopher J. Bilotto | | | | | | None | |
Alan Felder | | |
✓
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| | Audit | |
Lisa Harris Jones | | |
✓
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Audit
Compensation
Nominating and Governance
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Phyllis M. Hollis | | |
✓
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Audit
Compensation (Chair)
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Dawn K. Neher | | |
✓
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Audit (Chair)
Compensation
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Adam Portnoy | | | | | | None | |
Jeffrey P. Somers | | |
✓
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Audit
Compensation
Nominating and Governance (Chair)
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2025 Proxy Statement
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2025 Proxy Statement
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![[MISSING IMAGE: fc_process-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/fc_process-4c.jpg)
ISG Principle
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Our Practice
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Principle 1:
Boards are accountable to shareholders.
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All of our Trustees stand for annual election.
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We adopted a proxy access bylaw.
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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.
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Principle 2:
Shareholders should be entitled to voting rights in proportion to their economic interest.
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We do not have a dual class structure; each shareholder gets one vote per share.
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Principle 3:
Boards should be responsive to shareholders and be proactive in order to understand their perspectives.
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In 2024, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 60% of our Common Shares.
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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.
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Principle 4:
Boards should have a strong, independent leadership structure.
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We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders.
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Our Board considers the appropriateness of its leadership structure at least annually.
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All of our committees are comprised solely of Independent Trustees.
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2025 Proxy Statement
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ISG Principle
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Our Practice
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Principle 5:
Boards should adopt structures and practices that enhance their effectiveness.
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Assuming the election of our Trustee nominees at our 2025 Annual Meeting, 71% of Board members will be independent.
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Our Board includes members of underrepresented communities and is comprised of 43% women and 29% African American persons.
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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; five new independent Board members have joined our Board in the last five years.
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Our Trustees then in office attended at least 75% of all Board and applicable committee meetings in 2024, and each of our Trustees then in office attended the 2024 annual meeting of shareholders.
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Principle 6:
Boards should develop management incentive structures that are aligned with the long term strategy of the company.
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Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies.
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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.
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RMR’s compensation is tied to our performance.
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2025 Proxy Statement
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2025 Proxy Statement
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8
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2025 Proxy Statement
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visit www.rmrgroup.com/corporate-sustainability.
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2025 Proxy Statement
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9
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CODE
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METRIC
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VALUE
(Office Portfolio) |
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VALUE
(SHOP) |
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| | IF-RE-130a.1 | | | |
Energy Consumption Data Coverage as a Percentage of
Floor Area (%) |
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49.0%
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71.4%
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| | IF-RE-130a.2(1) | | | |
Total Energy Consumed by Portfolio Area with Data
Coverage (GJ) |
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258,430
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963,785
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| | IF-RE-130a.2(2) | | | | Percentage of Total Energy from Grid Electricity (%) | | | |
76.7%
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72.1%
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| | IF-RE-130a.2(3) | | | | Percentage of Total Energy from Renewable Source (%) | | | |
0.0%
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0.0%
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Like-for-Like Percentage Change in Energy Consumption (%)
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0.2%
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4.3%
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| | IF-RE-130a.4(1) | | | |
Percentage of Eligible Portfolio that has an Energy Rating (%)
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45.8%
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50.4%
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| | IF-RE-130a.4(2) | | | |
Percentage of Eligible Portfolio that is Certified to ESTAR (%)
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28.9%
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9.9%
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2025 Proxy Statement
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CODE
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METRIC
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VALUE
(Office Portfolio) |
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VALUE
(SHOP) |
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| | IF-RE-130a.5 | | | |
Description of how building energy management
considerations are integrated into property investment analysis and operational strategy |
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See description below table.
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| | IF-RE-140a.1(1) | | | |
Water Withdrawal Data Coverage as a Percentage of Total
Floor Area (%) |
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52.6%
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67.4%
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| | IF-RE-140a.1(2) | | | |
Water Withdrawal Data Coverage as a Percentage of Floor
Area in Water Stress Regions (%) |
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65.0%
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74.0%
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| | IF-RE-140a.2(1) | | | |
Total Water Withdrawn by Portfolio Area with Data
Coverage (km3) |
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334.4
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2,379.4
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| | IF-RE-140a.2(2) | | | |
Percentage of Water Withdrawn in Regions with High or
Extremely High Water Stress (%) |
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50.9%
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41.6%
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| | IF-RE-140a.3 | | | | Like-for-Like Percentage Change in Water Withdrawn (%) | | | |
-2.4%
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7.1%
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| | IF-RE-140a.4 | | | | Description of water management risks and discussion of strategies and practices to mitigate those risks | | | |
See description below table.
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| | IF-RE-410a.1(1) | | | |
Percentage of New Leases That Contain a Cost Recovery
Clause (%) |
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95.2%
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0%
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| | IF-RE-410a.1(2) | | | | Associated leased floor area, by property sector (m2) | | | |
33,458
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0
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| | IF-RE-410a.3 | | | |
Discussion of approach to measuring, incentivizing and
improving sustainability impacts of tenants |
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See comments below table.
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| | IF-RE-450a.1 | | | | Area in 100-year flood zone (m2) | | | |
20,754
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221,879
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| | IF-RE-450a.2 | | | |
Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks
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See description below table.
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| | IF-RE-000.A | | | | Number of Assets | | | |
98
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232
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| | IF-RE-000.B | | | | Leasable Floor Area (m2) | | | |
738,831
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2,312,301
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| | IF-RE-000.C | | | | Indirectly Managed Assets (%) | | | |
37.8%
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100%
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| | IF-RE-000.D | | | | Average Occupancy Rate (%) | | | |
82.2%
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79.8%
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2025 Proxy Statement
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12
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2025 Proxy Statement
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Risks
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Opportunities
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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.
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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.
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Maintaining comfort for vulnerable populations may become more costly for SHOP managers.
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Maintaining electrical power during climate disasters is critical.
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Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential.
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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.
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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.
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Senior living communities provide safe environments during climate-related emergencies.
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2025 Proxy Statement
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Oversight of Strategy
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Oversight of Risk
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Succession Planning
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✓
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.
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✓
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.
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✓
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.
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2025 Proxy Statement
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2025 Proxy Statement
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2025 Proxy Statement
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2025 Proxy Statement
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DIVERSITY OF SKILLS AND EXPERIENCES
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Risk oversight/management expertise
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Familiarity with the public capital markets
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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
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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
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Corporate Governance
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Understanding of healthcare policy, trends and regulations, and medical office, life science and healthcare business trends
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Sustainability
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Service on other public company boards and committees
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Experience at a strategic or policymaking level
in a business, government, non-profit or academic organization of high standing |
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CORE QUALIFICATIONS AND EXPERIENCES
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High standards of integrity and ethics
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Diverse perspectives, backgrounds and experiences, including professional background and skills
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Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries
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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
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Strong record of achievements, including work
experience with a proven record of success |
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2025 Proxy Statement
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![[MISSING IMAGE: tb_ourboard-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/tb_ourboard-bw.jpg)
![[MISSING IMAGE: bc_summary-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/bc_summary-pn.jpg)
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2025 Proxy Statement
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![[MISSING IMAGE: tb_tenure-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001075415/000110465925026223/tb_tenure-pn.jpg)
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2025 Proxy Statement
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| Christopher J. Bilotto, 47, Managing Trustee | | | | | |||||||
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![]()
TRUSTEE SINCE 2024
PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCE 2024 BOARD COMMITTEES None |
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PROFESSIONAL EXPERIENCE:
•
Our President and Chief Executive Officer since January 2024.
•
Executive Vice President of RMR since 2023, where he is responsible for acquisitions, asset management for all hotel and senior living properties, as well as development and redevelopment across the United States. 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.
•
President and chief executive officer of Service Properties Trust since March 2025.
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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.
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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):
•
Service Properties Trust (since 2025)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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BACKGROUND
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, his current role as president and chief executive officer of Service Properties 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.
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Risk Oversight/Management
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Financial Literacy
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Human Capital Management
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Investment Expertise
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REIT/Real Estate
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ESG
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Public Company Executive
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2025 Proxy Statement
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| Alan Felder, 53, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 2025
BOARD COMMITTEES Audit |
| | |
PROFESSIONAL EXPERIENCE:
•
Worked at UBS Investment Bank, from 2001 to 2024.
•
Managing Director, Head of Real Estate, Lodging and Leisure, Americas, at UBS, from 2016 to 2024.
•
Managing Director, Head of Private Financing Markets, at UBS, from 2019 to 2024.
•
Managing Director, Mergers and Acquisitions, at UBS, from 2008 to 2016.
•
Worked in the Investment Banking Division at Donaldson, Lufkin and Jenrette, from 1993 to 1999.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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BACKGROUND
Mr. Felder brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries. Mr. Felder has demonstrated leadership and management abilities and experience in capital raising and strategic business transactions. Mr. Felder identifies as Caucasian and as male. Mr. Felder qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Human Capital Management
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Financial Expertise
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Investment Expertise
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REIT/Real Estate
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ESG
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24
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2025 Proxy Statement
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| Lisa Harris Jones, 57, Independent Trustee | | | | | |||||||
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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
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BACKGROUND
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.
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Risk Oversight/Management
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Financial Literacy
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Public Company Board
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Investment Expertise
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Legal/Regulatory
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Human Capital Management
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ESG
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REIT/Real Estate
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Government/Public Policy
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2025 Proxy Statement
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25
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| Phyllis M. Hollis, 69, Independent Trustee | | | | | |||||||
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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
|
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BACKGROUND
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.
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Risk Oversight/Management
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Human Capital Management
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Financial Literacy
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Investment Expertise
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ESG
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26
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2025 Proxy Statement
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| Dawn K. Neher, 68, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 2024
BOARD COMMITTEES Audit (Chair) Compensation |
| | |
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 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
|
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BACKGROUND
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.
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Risk Oversight/Management
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Financial Literacy
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Human Capital Management
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Investment Expertise
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REIT/Real Estate
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ESG
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2025 Proxy Statement
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27
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| Adam Portnoy, 54, Managing Trustee | | | | | |||||||
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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.
•
Honorary Consul General of the Republic of Bulgaria to Massachusetts.
•
Co-Chair 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
|
| ||||||
|
BACKGROUND
Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management, CRE and residential real estate 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.
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Risk Oversight/Management
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| |
Human Capital Management
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| |
Financial Literacy
|
| |
Public Company Board
|
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REIT/Real Estate
|
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Investment Expertise
|
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ESG
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Public Company Executive
|
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Government/Public Policy
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28
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2025 Proxy Statement
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| Jeffrey P. Somers, 82, Independent Trustee | | | | | | | | |||||||
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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
|
| | ||||||||
|
BACKGROUND
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.
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Risk Oversight/Management
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Human Capital Management
|
| |
Financial Literacy
|
| |
REIT/Real Estate
|
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ESG
|
| |
Legal/Regulatory
|
| |
Government/Public Policy
|
| |
Public Company Board
|
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2025 Proxy Statement
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29
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Christopher J. Bilotto
Age: 47
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President and Chief Executive Officer since 2024
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Mr. Bilotto’s background and qualifications are described above.
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Matthew C. Brown
Age: 43
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Chief Financial Officer and Treasurer since 2023
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Mr. Brown has been a Senior Vice President of RMR since 2019, chief financial officer and treasurer of Seven Hills Realty Trust since March 2025 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 and internal audit departments of RMR and various affiliates. Effective April 1, 2025, Mr. Brown will serve as chief financial officer, treasurer and a vice president of Tremont. 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.
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30
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2025 Proxy Statement
|
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Members
Dawn K. Neher (Chair)
Alan Felder John L. Harrington Lisa Harris Jones Phyllis M. Hollis Jeffrey P. Somers
8 meetings during 2024
|
| |
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, including cybersecurity and the use of artificial intelligence, 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.”
Effective March 20, 2025, Mr. Felder was appointed to our Audit Committee and Ms. Neher replaced Mr. Harrington as Chair of our Audit Committee.
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Members
Phyllis M. Hollis (Chair)
Lisa Harris Jones Dawn K. Neher Jeffrey P. Somers
5 meetings during 2024
|
| | 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. | |
|
Members
Jeffrey P. Somers (Chair)
Lisa Harris Jones
1 meeting during 2024
|
| | 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. | |
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2025 Proxy Statement
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31
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32
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2025 Proxy Statement
|
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Name
|
| |
Fees Earned or Paid
in Cash ($)(1) |
| |
Stock Awards ($)(2)
|
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
Christopher J. Bilotto(3) | | | | | — | | | | | | 90,000 | | | | | | — | | | | | | 90,000 | | |
Alan Felder(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jennifer F. Francis(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John L. Harrington | | | | | 105,000 | | | | | | 90,000 | | | | | | — | | | | | | 195,000 | | |
Lisa Harris Jones | | | | | 102,500 | | | | | | 90,000 | | | | | | — | | | | | | 192,500 | | |
Phyllis M. Hollis | | | | | 100,000 | | | | | | 90,000 | | | | | | — | | | | | | 190,000 | | |
Dawn K. Neher | | | | | 85,000 | | | | | | 90,000 | | | | | | — | | | | | | 175,000 | | |
Adam Portnoy(3) | | | | | — | | | | | | 90,000 | | | | | | — | | | | | | 90,000 | | |
Jeffrey P. Somers | | | | | 100,000 | | | | | | 90,000 | | | | | | — | | | | | | 190,000 | | |
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2025 Proxy Statement
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33
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Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned* |
| |
Percent of
Outstanding Shares** |
| |
Additional Information
|
| |||
Adam Portnoy | | | | | 23,569,485 | | | |
9.77%
|
| |
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 Portnoy as ABP Trust’s sole trustee. |
|
Christopher J. Bilotto | | | | | 151,294 | | | |
Less than 1%
|
| | | |
Jeffrey P. Somers | | | | | 135,537 | | | |
Less than 1%
|
| | | |
Lisa Harris Jones | | | | | 128,181 | | | |
Less than 1%
|
| | | |
John L. Harrington | | | | | 97,037 | | | |
Less than 1%
|
| | Includes 97,037 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 | | | | | 86,282 | | | |
Less than 1%
|
| | | |
Phyllis M. Hollis | | | | | 57,745 | | | |
Less than 1%
|
| | | |
Dawn K. Neher | | | | | 37,037 | | | |
Less than 1%
|
| | | |
Alan Felder | | | | | — | | | |
Less than 1%
|
| | | |
All Trustees, the Trustee nominees and executive officers as a group (nine persons) | | | | | 24,262,598 | | | |
10.06%
|
| | | |
|
34
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2025 Proxy Statement
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Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned |
| |
Percent of
Outstanding Shares* |
| |
Additional Information
|
| ||||||
ABP Trust and
Adam Portnoy Two Newton Place 255 Washington Street Suite 300 Newton, Massachusetts 02458 |
| | |
|
23,569,485
|
| | | |
|
9.77%
|
| | |
Based on a Schedule 13D filed with the SEC on
June 20, 2023 by Mr. Portnoy and ABP Trust and a Form 4 filed with the SEC on September 19, 2024 by Mr. Portnoy, reporting that, as of September 17, 2024, (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 Portnoy directly owned and had sole voting and dispositive power over 319,466.55 Common Shares, beneficially owned 23,569,485.55 Common Shares and had shared voting and dispositive power over 23,250,019 Common Shares. |
|
Flat Footed LLC (“Flat Footed”)
3465 N Pines Way, Suite 104 Box 206 Wilson, WY 83014 |
| | | | 23,487,000 | | | | | | 9.74% | | | |
Based on a Schedule 13G/A filed with the SEC
on October 22, 2024 by Flat Footed reporting that at September 30, 2024, 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. |
|
The Vanguard Group, Inc.
(“Vanguard”) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 20,078,770 | | | | | | 8.32% | | | |
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”)
50 Hudson Yards New York, NY 10001 |
| | | | 18,689,085 | | | | | | 7.75% | | | |
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 | | | | | | 6.52% | | | |
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. |
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2025 Proxy Statement
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35
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Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned |
| |
Percent of
Outstanding Shares* |
| |
Additional Information
|
| ||||||
H/2 Special Opportunities IV L.P.
(“H/2”) 680 Washington Boulevard, 7th Floor Stamford, CT 06901 |
| | | | 14,917,366 | | | | | | 6.18% | | | | 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. | |
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36
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2025 Proxy Statement
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PROPOSAL 2:
|
| | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
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2025 Proxy Statement
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37
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38
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2025 Proxy Statement
|
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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.
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2025 Proxy Statement
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39
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Compensation Element
|
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What It Does
|
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Key Measures
|
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Base Salary | | |
•
Provides a level of fixed pay appropriate to an executive’s role and responsibilities
•
Evaluated on an annual basis
|
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•
Experience, duties and scope of responsibility
•
Internal and external market factors
|
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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
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•
Based on holistic performance evaluation
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Equity Compensation | | |
•
Links executives’ interests with long-term interests of shareholders
•
Incentivizes and rewards superior group, individual and Company performance
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•
Based on holistic performance evaluation
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Lisa Harris Jones
Dawn K. Neher
Jeffrey P. Somers
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Name and Principal Position
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Year
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Salary
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Bonus
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Stock Awards ($)(1)
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All Other
Compensation ($)(2) |
| |
Total ($)
|
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Christopher J. Bilotto(3)(4)
President and Chief Executive Officer |
| | | | 2024 | | | |
—
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| |
—
|
| | | | 339,997 | | | | | | 1,611 | | | | | | 341,608 | | |
Matthew C. Brown(3)(5)
Chief Financial Officer and Treasurer |
| | | | 2024 | | | |
—
|
| |
—
|
| | | | 134,998 | | | | | | 1,360 | | | | | | 136,358 | | |
| | | 2023 | | | |
—
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| |
—
|
| | | | 34,950 | | | | | | 1,030 | | | | | | 35,980 | | |
Name
|
| |
Grant Date
|
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All Other Stock Awards:
Number of Shares of Stock or Units (#) |
| |
Grant Date Fair Value of
Stock and Option Awards ($)(1) |
| |||||||||
Christopher J. Bilotto | | | | | 9/11/2024 | | | | | | 74,626 | | | | | | 249,997 | | |
Matthew C. Brown | | | | | 9/11/2024 | | | | | | 40,298 | | | | | | 134,998 | | |
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Stock Awards
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Name
|
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Year Granted
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Number of Shares or Units
of Stock That Have Not Vested (#)(1) |
| |
Market Value of Shares or
Units of Stock That Have Not Vested ($)(2) |
| |||||||||
Christopher J. Bilotto(3)
|
| | | | 2024 | | | | | | 59,700 | | | | | | 137,310 | | |
| | | 2023 | | | | | | 9,000 | | | | | | 20,700 | | | ||
| | | 2022 | | | | | | 6,000 | | | | | | 13,800 | | | ||
| | | 2021 | | | | | | 3,000 | | | | | | 6,900 | | | ||
Matthew C. Brown(4) | | | | | 2024 | | | | | | 32,238 | | | | | | 74,147 | | |
| | | | | 2023 | | | | | | 9,000 | | | | | | 20,700 | | |
| | | | | 2022 | | | | | | 6,000 | | | | | | 13,800 | | |
| | | | | 2021 | | | | | | 3,000 | | | | | | 6,900 | | |
| | |
Stock Awards
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Name
|
| |
Number of Shares Acquired
on Vesting (#) |
| |
Value Realized on Vesting
($)(1) |
| ||||||
Christopher J. Bilotto(2)(3) | | | | | 24,726 | | | | | | 84,896 | | |
Matthew C. Brown(3) | | | | | 18,660 | | | | | | 64,839 | | |
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Name
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Number of Shares Vested Upon
Termination Event (#) |
| |
Value Realized on Termination Event as of
December 31, 2024 ($)(1) |
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Christopher J. Bilotto | | | | | 77,700 | | | | | | 178,710 | | |
Matthew C. Brown | | | | | 50,238 | | | | | | 115,547 | | |
Plan Category
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Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
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(a)
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(b)
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(c)
|
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Equity compensation plans approved by security holders | | | | | None | | | | | | None | | | | | | 1,090,392 | | |
Equity compensation plans not approved by
security holders |
| | | | None | | | | | | None | | | | | | None | | |
Total | | | | | None | | | | | | None | | | | | | 1,090,392 | | |
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| Pay Versus Performance | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | | | Compensation Actually Paid to PEO(1) | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (Loss) ($000s) | | ||||||||||||||||||||||||||||||
| Total Shareholder Return | | | Peer Group Total Shareholder Return** | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| 2024 | | | | | $ | | | | | | $ | | | | | | | | | | | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $( | | | ||
| | | | | | | | | | | | | | | | Jennifer F. Francis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | ||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | |
| PEO Compensation Actually Paid | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year | | | PEO Name | | | Total Compensation Per Summary Compensation Table | | | Stock Grant 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 | | ||||||||||||||||||||||||
| 2024 | | | Christopher J. Bilotto | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $ | | |
| Average Non-PEO NEOs—Compensation Actually Paid | | ||||||||||||||||||||||||
| Year | | | Total Compensation Per Summary Compensation Table | | | Stock Grant 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 | |
| 2024 | | | $ | | | $( | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | |
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PROPOSAL 3:
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APPROVAL OF THE SECOND
AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN |
|
Year
|
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Time-Based Full-Value
Awards Granted |
| |
Weighted Average Common
Shares Outstanding |
| |
Burn Rate
|
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2024 | | | | | 1,141,026 | | | | | | | 239,535,000 | | | | | | | 0.5 | % | | |
2023 | | | | | 960,000 | | | | | | | 238,836,000 | | | | | | | 0.4 | % | | |
2022 | | | | | 847,000 | | | | | | | 238,314,000 | | | | | | | 0.4 | % | | |
| | | | | | | | | |
3-Year Average
|
| | | | 0.4 | % | | |
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Year
|
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Awards Granted
(number of shares) |
| |
Weighted Average
Common Shares Outstanding |
| ||||||
2024 | | | | | 1,141,026 | | | | | | 239,535,000 | | |
2023 | | | | | 960,000 | | | | | | 238,836,000 | | |
2022 | | | | | 847,000 | | | | | | 238,314,000 | | |
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PROPOSAL 4:
|
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RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS |
|
| | |
2024 Fees(1)
|
| |
2023 Fees
|
| |||
Audit Fees | | | | $ | 1,417,400 | | | |
1,514,850
|
|
Audit Related Fees | | | | | 32,250 | | | |
31,200
|
|
Tax Fees | | | | | 21,750 | | | |
95,486(2)
|
|
All Other Fees | | | | | 948 | | | |
948
|
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Lisa Harris Jones
Phyllis M. Hollis
Dawn K. Neher
Jeffrey P. Somers
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1212 Avenue of the Americas 17th Floor
New York, NY 10036
Banks and Brokers Call: (212) 297-0720
Shareholders Call Toll-Free: (877) 285-5990
Email: [email protected]
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Secretary
March 20, 2025
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