Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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_serviceprotrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/lg_serviceprotrust-pn.jpg)
https://www.virtualshareholdermeeting.com/SVC2025
![[MISSING IMAGE: lg_serviceprotrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/lg_serviceprotrust-pn.jpg)
FROM YOUR BOARD OF TRUSTEES
![[MISSING IMAGE: ph_shareholders-4clr.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/ph_shareholders-4clr.jpg)
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Christopher J. Bilotto
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John L. Harrington
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| | | | Laurie B. Burns | | |
William A. Lamkin
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| | | | Robert E. Cramer | | | Rajan C. Penkar | |
| | | | Donna D. Fraiche | | | Adam Portnoy | |
![[MISSING IMAGE: lg_serviceprotrust-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/lg_serviceprotrust-pn.jpg)
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Location:
Live Webcast Accessible at
https://www.virtualshareholder meeting.com/SVC2025
Date:
Friday, June 13, 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 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 18, 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 June 12, 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/SVC2025 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/SVC2025 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 26, 2025
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR
2025 ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 13, 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. | | |
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 19
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✓ FOR
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Majority of all
votes cast |
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2
Advisory vote to approve executive compensation*
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Page 35
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✓ FOR
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Majority of all
votes cast |
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3
Approval of the 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 June 12, 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 June 12, 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
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Majority 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 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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4
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 | |
Laurie B. Burns | | |
✓
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Audit
Compensation (Chair) |
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Robert E. Cramer | | |
✓
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Audit
Nominating and Governance (Chair) |
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Donna D. Fraiche | | |
✓
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Audit
Compensation Nominating and Governance |
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William A. Lamkin | | |
✓
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| | Audit (Chair) | |
Rajan C. Penkar | | |
✓
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Audit
Compensation |
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Adam Portnoy | | | | | | None | |
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2025 Proxy Statement
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3
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AND BOARD MATTERS
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4
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2025 Proxy Statement
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![[MISSING IMAGE: fc_debth-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/fc_debth-pn.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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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 68% 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 the 2025 Annual Meeting, 71% of Board members will be independent.
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Assuming the election of our Trustee nominees at the 2025 Annual Meeting, our Board will be comprised of 29% women and 43% members of underrepresented communities.
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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; three new Independent Trustees have joined our Board since 2020.
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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 officers and employees of RMR and others who provide services to us or our taxable real estate investment trust (“REIT”) subsidiary 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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![[MISSING IMAGE: fc_sharengage-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/fc_sharengage-4c.jpg)
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6
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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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2025 Proxy Statement
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9
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CODE
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METRIC
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VALUE
(Hotels) |
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VALUE
(Net Leased Retail) |
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| IF-RE-130a.1 | | | | Energy Consumption Data Coverage as a Percentage of Floor Area (%) | | | |
82.5%
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0.8%
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| IF-RE-130a.2(1) | | | | Total Energy Consumed by Portfolio Area with Data Coverage (GJ) | | | |
1,545,364
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4,216
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| IF-RE-130a.2(2) | | | | Percentage of Total Energy from Grid Electricity (%) | | | |
58.3%
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49.8%
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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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| IF-RE-130a.3 | | | | Like-for-Like Percentage Change in Energy Consumption (%) | | | |
0.4%
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-31.9%
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| IF-RE-130a.4(1) | | | |
Percentage of Eligible Portfolio that has an Energy Rating (%)
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73.1%
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0.0%
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| IF-RE-130a.4(2) | | | | Percentage of Eligible Portfolio that is Certified to ESTAR (%) | | | |
9.4%
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0.0%
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| IF-RE-130a.5 | | | | Description of how building energy management considerations are integrated into property investment analysis and operational strategy | | | |
See description below table.
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| IF-RE-140a.1(1) | | | | Water Withdrawal Data Coverage as a Percentage of Total Floor Area (%) | | | |
85.2%
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0.3%
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| IF-RE-140a.1(2) | | | | Water Withdrawal Data Coverage as a Percentage of Floor Area in Water Stress Regions (%) | | | |
88.4%
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0.0%
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| IF-RE-140a.2(1) | | | | Total Water Withdrawn by Portfolio Area with Data Coverage (km3) | | | |
4,038.9
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0.8
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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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39.4%
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0.0%
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| IF-RE-140a.3 | | | | Like-for-Like Percentage Change in Water Withdrawn (%) | | | |
3.6%
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131.9%
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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 (%) | | | |
0.0%
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0.0%
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| IF-RE-410a.1(2) | | | | Associated leased floor area, by property sector (m2) | | | |
0
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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 | | | |
See comments below table.
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2025 Proxy Statement
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CODE
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METRIC
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VALUE
(Hotels) |
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VALUE
(Net Leased Retail) |
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| IF-RE-450a.1 | | | | Area in 100-year flood zone (m2) | | | |
757,133
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1,482
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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 | | | |
See description below table.
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| IF-RE-000.A | | | | Number of Assets | | | |
206
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742
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| IF-RE-000.B | | | | Leasable Floor Area (m2) | | | |
2,261,548
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1,234,915
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| IF-RE-000.C | | | | Indirectly Managed Assets (%) | | | |
100%
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99.0%
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| IF-RE-000.D | | | | Average Occupancy Rate (%) | | | |
63.3%
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97.4%
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2025 Proxy Statement
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11
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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. These climate stressors may also impact public infrastructure such as roadways and bridges, limiting access to our properties.
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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.
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Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines.
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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 alternative fuels and electric vehicle (EV) charging stations may attract high-quality, investment-grade tenants or increase corporate and leisure travel to our hotels.
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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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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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Familiarity with net leased service oriented retail
businesses, including travel centers, and related leasing trends |
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Corporate Governance
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Sustainability
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Knowledge of the commercial real estate (“CRE”)
industry and REITs |
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Understanding of management contract and franchise agreement trends
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Understanding of hospitality and
retail net leased businesses |
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Operating business and/or transactional experience
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Management/leadership experience
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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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2025 Proxy Statement
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CORE QUALIFICATIONS AND EXPERIENCES
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Strong record of achievements, including work
experience with a proven record of success |
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Diverse perspectives, backgrounds and
experiences, including professional background and skills |
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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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Business acumen, practical wisdom, ability to
exercise sound judgment in a congenial manner and ability to make independent analytical inquiries |
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High standards of integrity and ethics
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![[MISSING IMAGE: fc_diversity-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/fc_diversity-pn.jpg)
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2025 Proxy Statement
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![[MISSING IMAGE: bc_summaries-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/bc_summaries-pn.jpg)
![[MISSING IMAGE: tb_averagetenure-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/tb_averagetenure-pn.jpg)
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2025 Proxy Statement
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21
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| Christopher J. Bilotto, 47, Managing Trustee | | ||||||||||
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TRUSTEE SINCE 2025
PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCE 2025 BOARD COMMITTEES None |
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PROFESSIONAL EXPERIENCE:
•
Our President and Chief Executive Officer since March 2025.
•
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 Diversified Healthcare Trust since January 2024.
•
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):
•
Diversified Healthcare Trust (since 2024)
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 Diversified Healthcare 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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22
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2025 Proxy Statement
|
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| Laurie B. Burns, 62, Independent Trustee | | ||||||||||
|
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TRUSTEE SINCE 2020
BOARD COMMITTEES Audit Compensation (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Founder and chief executive officer of LBB Growth Partners (“LBB”), a real estate advisory firm focusing on restaurant and hospitality businesses, since 2017.
•
Senior vice president and chief development officer of Darden Restaurants, Inc., an owner and operator of full-service restaurants in the United States and Canada, from 2014 to 2016.
•
Senior vice president for specialty restaurant group strategic platform and development for Darden Restaurants, Inc. from 2012 to 2014.
•
President of Bahama Breeze Island Grille from 2003 to 2012.
•
Various other positions at Darden Restaurants, Inc. from 1999 to 2003.
•
Advisory board member of Salon Lofts, a salon studio operator, from 2022 to 2024.
•
Director of The First Tee of Central Florida.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
BACKGROUND
Ms. Burns brings to our Board extensive professional skills and experience and knowledge of the CRE and hospitality industries. Ms. Burns demonstrates leadership capabilities earned in part through many leadership roles including serving in key management roles in various enterprises. Ms. Burns has a sophisticated understanding of finance matters and has served on the boards of several charitable and community organizations. Ms. Burns identifies as Caucasian and as female. Ms. Burns identifies as a member of the LGBTQ+ community. Ms. Burns 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
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
Public Company Executive
|
|
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REIT/Real Estate
|
| | | | | | | | | |
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2025 Proxy Statement
|
| |
23
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| Robert E. Cramer, 67, Independent Trustee | | ||||||||||
|
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TRUSTEE SINCE 2020
BOARD COMMITTEES Audit Nominating and Governance (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Managing partner of Riparian Partners, LLC, a mergers and acquisitions advisory firm that provides investment banking services to privately held middle market companies, since 2019.
•
Managing director and head of the financial institutions and real estate group of Oppenheimer and Co. Inc., a financial services firm, from 2013 to 2018.
•
Managing director, financial services group, of RBC Capital Markets, LLC, an investment banking firm, from 2001 to 2013.
•
Prior to joining RBC Capital Markets, LLC, various positions in financial services.
•
Adjunct professor of finance at Boston College Carroll School of Management.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
|
| ||||||
|
BACKGROUND
Mr. Cramer brings to our Board extensive professional skills and leadership experience. Mr. Cramer has held many leadership roles including serving in key management roles in various enterprises. Mr. Cramer possesses extensive experience in, and knowledge of, the CRE industry and REITs. Mr. Cramer has a sophisticated understanding of finance matters and has experience in both investment banking and private equity. Mr. Cramer identifies as Caucasian and as male. Mr. Cramer qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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| | |
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Risk Oversight/Management Financial Literacy Investment Expertise REIT/Real Estate
|
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24
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2025 Proxy Statement
|
|
| Donna D. Fraiche, 73, Independent Trustee | | ||||||||||
|
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TRUSTEE SINCE 2015
LEAD INDEPENDENT TRUSTEE SINCE 2021 BOARD COMMITTEES Audit Compensation Nominating and Governance |
| | |
PROFESSIONAL EXPERIENCE:
•
Founder and member of Fraiche Strategies, LLC since 2020.
•
Retired as senior counsel at the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in 2020 and practiced law at that firm from 2004 to February 2020.
•
Practiced law at the firm now known as Locke Lord LLP in New Orleans prior to 2004.
•
Past president of the Louisiana Chapter of the International Women’s Forum.
•
Past president of The Supreme Court of Louisiana Historical Society.
•
Former member of Leadership Development Committee and Committee on Governance of the American Hospital Association.
•
Past president and a fellow of the American Health Law Association.
•
Former chair of the Louisiana Health Care Commission.
•
Past chair of the board of trustees of Loyola University.
•
Investments committee member of the Baton Rouge Area Foundation.
•
Past chair and member of the board and the finance, real estate and compensation committees of Women’s Hospital.
•
Member of the board of directors of Cornerstone Chemical Company, Inc.
•
Treasurer of the Louisiana Consular Corps and Honorary Consul for Japan in New Orleans.
•
Co-manages a family-owned real estate holding company that owns commercial office, retail and multi-use properties.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Office Properties Income Trust (since 2019)
•
AlerisLife Inc. (from 2010 until it was acquired by ABP Trust in March 2023) and lead independent director (from 2019 to March 2023)
•
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
Ms. Fraiche brings to our Board extensive professional and consulting legal skills. Ms. Fraiche has held many leadership roles including serving in numerous public policy and civic leadership roles. Ms. Fraiche has experience on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Fraiche identifies as Caucasian and as female. Ms. Fraiche 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
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
Legal/Regulatory
|
|
|
REIT/Real Estate
|
| |
Public Company Board
|
| |
Government/Public Policy
|
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2025 Proxy Statement
|
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25
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| William A. Lamkin, 65, Independent Trustee | | ||||||||||
|
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TRUSTEE SINCE 2007
BOARD COMMITTEES Audit (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Partner in Ackrell Capital LLC, a San Francisco based investment bank, from 2003 to 2019.
•
Experience as a financial consultant and as an investment banker, including as a senior vice president in the investment banking division of ABN AMRO, prior to 2003.
•
Practicing attorney prior to working as a financial consultant and investment banker.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Office Properties Income Trust (since 2019)
•
Seven Hills Realty Trust (since 2021)
•
Tremont Mortgage Trust (from 2020 until it merged with Seven Hills Realty Trust in September 2021)
•
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:
•
Ackrell SPAC Partners I Co. (from 2020 to 2022)
|
| ||||||
|
BACKGROUND
Mr. Lamkin brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries. Mr. Lamkin has demonstrated management ability and experience in capital raising and strategic business transactions. Mr. Lamkin has professional training, skills and expertise in, among other things, finance and legal matters. Mr. Lamkin has institutional knowledge earned through prior service on our Board. Mr. Lamkin identifies as Caucasian and as male. Mr. Lamkin 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
|
| |
Human Capital Management
|
| |
Financial Expertise
|
| |
Legal/Regulatory
|
|
|
REIT/Real Estate
|
| |
Investment Expertise
|
| |
ESG
|
| |
Public Company Board
|
|
|
Government/Public Policy
|
| | | | | | | | | |
|
26
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2025 Proxy Statement
|
|
| Rajan C. Penkar, 69, Independent Trustee | | ||||||||||
|
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TRUSTEE SINCE 2023
BOARD COMMITTEES Audit Compensation |
| | |
PROFESSIONAL EXPERIENCE:
•
Mr. Penkar has served as president and founder of Supply Chain Advisory Services, LLC, which provides e-commerce and omni-channel supply chain design and optimization services to retailers, since 2014.
•
From 2011 to 2014, Mr. Penkar served as senior vice president and president, supply chain for Sears Holding Corporation, an integrated retailer. In this position, Mr. Penkar was accountable for all aspects of the supply chain including global sourcing, retail and e-commerce distribution and fulfillment, global transportation, inventory management, and inside-the-home delivery and installation of appliances and big-ticket merchandise.
•
Before joining Sears Holding Corporation, Mr. Penkar held various positions of increasing responsibility with United Parcel Service, Inc., or UPS, from 1987 to 2011, most recently serving as president, UPS Customer Solutions.
•
Mr. Penkar holds a certificate in cybersecurity oversight from Carnegie Mellon University and the National Association of Corporate Directors.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
TravelCenters of America Inc. (from 2020 until it was acquired by BP Products North America Inc. in May 2023)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
USA Truck Inc. (from 2021 until it was acquired by DB Schenker in 2022)
•
U.S. Concrete, Inc. (from 2020 until it was acquired by Vulcan Materials Company in 2021)
|
| ||||||
|
BACKGROUND
Mr. Penkar brings to our Board experience in and knowledge of supply chain, distribution, fulfillment and inventory management. Mr. Penkar has demonstrated leadership and management abilities, having worked on public company boards and board committees. Mr. Penkar has extensive experience in, and knowledge of patents and intellectual property. Mr. Penkar identifies as South Asian and as male. Mr. Penkar 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
|
| |
Public Company Board
|
|
|
REIT/Real Estate
|
| | | | | | | | | |
|
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2025 Proxy Statement
|
| |
27
|
|
| 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):
•
Diversified Healthcare 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 director 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
|
| | | | | | | | | |
|
28
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2025 Proxy Statement
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
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| | | | | | |
Christopher J. Bilotto
Age: 47
|
| | | | | | |
President and Chief Executive Officer since 2025
|
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Mr. Bilotto’s background and qualifications are described above.
|
| | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
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| | | | | | |
Brian E. Donley
Age: 50
|
| | | | | | |
Chief Financial Officer and Treasurer since 2019
|
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Mr. Donley is a Senior Vice President of RMR and has served in various finance and accounting leadership roles at RMR since 1997. Mr. Donley has been chief financial officer and treasurer of Office Properties Income Trust since October 2023. Mr. Donley served as chief financial officer and treasurer of Industrial Logistics Properties Trust from October 2022 to September 2023. He has more than 25 years of commercial real estate experience with REITs. Mr. Donley served as chief financial officer and treasurer of Seven Hills Realty Trust (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund) from 2019 to 2021. Mr. Donley is a certified public accountant. Mr. Donley identifies as Caucasian and as male.
|
| | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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2025 Proxy Statement
|
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29
|
|
|
Members
William A. Lamkin (Chair)
Laurie B. Burns Robert E. Cramer Donna D. Fraiche John L. Harrington Rajan C. Penkar
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.”
|
|
|
Members
Laurie B. Burns (Chair)
Donna D. Fraiche John L. Harrington Rajan C. Penkar
4 meetings during 2024
|
| | Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of RMR, 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
Robert E. Cramer (Chair)
Donna D. Fraiche
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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30
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2025 Proxy Statement
|
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2025 Proxy Statement
|
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31
|
|
Name
|
| |
Fees Earned or Paid
in Cash ($)(1) |
| |
Stock Awards ($)(2)
|
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
Laurie B. Burns | | | | | 100,000 | | | | | | 89,997 | | | | | | — | | | | | | 189,997 | | |
Robert E. Cramer | | | | | 100,000 | | | | | | 89,997 | | | | | | — | | | | | | 189,997 | | |
Donna D. Fraiche | | | | | 102,500 | | | | | | 89,997 | | | | | | — | | | | | | 192,497 | | |
John L. Harrington | | | | | 85,000 | | | | | | 89,997 | | | | | | — | | | | | | 174,997 | | |
William A. Lamkin | | | | | 105,000 | | | | | | 89,997 | | | | | | — | | | | | | 194,997 | | |
Rajan C. Penkar | | | | | 85,000 | | | | | | 89,997 | | | | | | — | | | | | | 174,997 | | |
Adam Portnoy(3) | | | | | — | | | | | | 89,997 | | | | | | — | | | | | | 89,997 | | |
John G. Murray(3)(4) | | | | | — | | | | | | 89,997 | | | | | | — | | | | | | 89,997 | | |
Christopher J. Bilotto(3)(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
32
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2025 Proxy Statement
|
|
Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned* |
| |
Percent of
Outstanding Shares** |
| |
Additional Information
|
| |||
Adam Portnoy | | | | | 1,917,725 | | | |
1.15%
|
| |
Includes 1,672,783 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. |
|
Brian E. Donley | | | | | 91,813 | | | |
Less than 1%
|
| | | |
William A. Lamkin | | | | | 73,255 | | | |
Less than 1%
|
| |
Includes 73,255 Common Shares owned
by Janet W. Lamkin and William A. Lamkin as trustees of a trust, Trustees U/T/D 9-28-18. Mr. Lamkin may be deemed to hold voting and investment power as a trustee and beneficiary of the trust. |
|
Todd W. Hargreaves(1) | | | | | 70,207 | | | |
Less than 1%
|
| | | |
Donna D. Fraiche | | | | | 58,255 | | | |
Less than 1%
|
| | | |
Christopher J. Bilotto | | | | | 47,918 | | | |
Less than 1%
|
| | | |
Laurie B. Burns | | | | | 47,255 | | | |
Less than 1%
|
| | | |
Robert E. Cramer | | | | | 47,255 | | | |
Less than 1%
|
| | | |
John L. Harrington | | | | | 39,255 | | | |
Less than 1%
|
| |
Includes 39,255 Common Shares owned
by John L. Harrington as trustee of a trust, the John L. Harrington Revocable Trust dated February 23, 2000. Mr. Harrington may be deemed to hold voting and investment power as a trustee and beneficiary of the trust. |
|
Rajan C. Penkar | | | | | 25,255 | | | |
Less than 1%
|
| | | |
All Trustees, the Trustee nominees and executive officers as a group (nine persons) | | | | | 2,347,986 | | | |
1.41%
|
| | | |
|
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2025 Proxy Statement
|
| |
33
|
|
Name and Address
|
| |
Aggregate
Number of Shares Beneficially Owned |
| |
Percent of
Outstanding Shares* |
| |
Additional Information
|
| ||||||
The Vanguard Group, Inc. (“Vanguard”)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 19,951,872 | | | | | | 11.97% | | | |
Based on a Schedule 13G/A filed with the SEC
on January 31, 2025, by Vanguard reporting that, at December 31, 2024, Vanguard beneficially owned 19,951,872 Common Shares and had shared voting power over 106,322 Common Shares, sole dispositive power over 19,689,624 Common Shares and shared dispositive power over 262,248 Common Shares. |
|
BlackRock, Inc. (“BlackRock”)
50 Hudson Yards New York, New York 10001 |
| | | | 15,977,692 | | | | | | 9.59% | | | |
Based on a Schedule 13G filed with the SEC on
January 8, 2025, by BlackRock reporting that, at December 31, 2024, BlackRock beneficially owned and had sole dispositive power over 15,977,692 Common Shares and sole voting power over 15,585,845 Common Shares. |
|
Joseph A. Hollingsworth, Jr. (“Hollingsworth”)
2 Centre Plaza Clinton, Tennessee 37716 |
| | | | 8,362,108 | | | | | | 5.02% | | | |
Based on a Schedule 13G filed with the SEC on
August 30, 2024, by Hollingsworth reporting that, at August 28, 2024, Hollingsworth beneficially owned and had sole dispositive and voting power over 8,362,108 Common Shares. |
|
|
34
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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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35
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36
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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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37
|
|
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
|
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38
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2025 Proxy Statement
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2025 Proxy Statement
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39
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40
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2025 Proxy Statement
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2025 Proxy Statement
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41
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Donna D. Fraiche
John L. Harrington
Rajan C. Penkar
|
42
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2025 Proxy Statement
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Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock Awards ($)(1)
|
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| ||||||||||||
Todd W. Hargreaves(3)(4)
Former President and Chief Investment Officer |
| | | | 2024 | | | |
—
|
| |
—
|
| | | | 129,998 | | | | | | 16,605 | | | | | | 146,603 | | |
| | | 2023 | | | |
—
|
| |
—
|
| | | | 115,800 | | | | | | 19,080 | | | | | | 134,880 | | | ||
| | | 2022 | | | |
—
|
| |
—
|
| | | | 101,250 | | | | | | 5,033 | | | | | | 106,283 | | | ||
Brian E. Donley(3)
Chief Financial Officer and Treasurer |
| | | | 2024 | | | |
—
|
| |
—
|
| | | | 129,998 | | | | | | 16,605 | | | | | | 146,603 | | |
| | | 2023 | | | |
—
|
| |
—
|
| | | | 115,800 | | | | | | 19,080 | | | | | | 134,880 | | | ||
| | | 2022 | | | |
—
|
| |
—
|
| | | | 101,250 | | | | | | 5,030 | | | | | | 106,280 | | |
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|
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Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
| |
Grant Date Fair Value of
Stock and Option Awards ($)(1) |
| |||||||||
Todd W. Hargreaves | | | | | 9/11/2024 | | | | | | 29,345 | | | | | | 129,998 | | |
Brian E. Donley | | | | | 9/11/2024 | | | | | | 29,345 | | | | | | 129,998 | | |
| | | | | | | | |
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 ($)(2) |
| |||||||||
Todd W. Hargreaves
|
| | | | 2024 | | | | | | 23,476 | | | | | | 59,629 | | |
| | | 2023 | | | | | | 9,000 | | | | | | 22,860 | | | ||
| | | 2022 | | | | | | 6,000 | | | | | | 15,240 | | | ||
| | | 2021 | | | | | | 2,000 | | | | | | 5,080 | | | ||
Brian E. Donley
|
| | | | 2024 | | | | | | 23,476 | | | | | | 59,629 | | |
| | | 2023 | | | | | | 9,000 | | | | | | 22,860 | | | ||
| | | 2022 | | | | | | 6,000 | | | | | | 15,240 | | | ||
| | | 2021 | | | | | | 2,000 | | | | | | 5,080 | | |
|
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Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares Acquired
on Vesting (#) |
| |
Value Realized on
Vesting ($)(1) |
| ||||||
Todd W. Hargreaves | | | | | 15,869 | | | | | | 72,100 | | |
Brian E. Donley | | | | | 15,869 | | | | | | 72,100 | | |
Name
|
| |
Number of Shares Vested Upon
Termination Event (#) |
| |
Value Realized on Termination Event
as of December 31, 2024 ($)(1) |
| ||||||
Todd W. Hargreaves | | | | | 40,476 | | | | | | 102,809 | | |
Brian E. Donley | | | | | 40,476 | | | | | | 102,809 | | |
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Plan Category
|
| |
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)) |
| |||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
Equity compensation plans approved by security holders | | | | | None | | | | | | None | | | | | | 217,189 | | |
Equity compensation plans not approved by
security holders |
| | | | None | | | | | | None | | | | | | None | | |
Total | | | | | None | | | | | | None | | | | | | 217,189 | | |
|
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2025 Proxy Statement
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|
| | | 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) | | |||||||||||||||||||||||||||||||||||
Year | | | Total Shareholder Return | | | Peer Group Total Shareholder Return** | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Todd W. Hargreaves | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
2024 | | | | | $ | | | | | | | $( | )* | | | | | | | | | | | | | | | | | | $ | | | | | | | $( | )* | | | | | | $ | | | | | | | $ | | | | | $( | | ||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | ||||||||
| | | Todd W. Hargreaves | | | John Murray | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | ||||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | ||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | |
| 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 | | | | | | $ | | | $( | | | $ | | | $( | | | $ | | | $( | | | $( | | | $( | |
| 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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![[MISSING IMAGE: bc_capvstsr-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/bc_capvstsr-4c.jpg)
![[MISSING IMAGE: bc_netincome-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000945394/000110465925028265/bc_netincome-4c.jpg)
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PROPOSAL 3:
|
| | APPROVAL OF THE SECOND AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN | |
Year
|
| |
Time-Based
Full-Value Awards Granted |
| |
Weighted Average
Common Shares Outstanding |
| |
Burn Rate
|
| ||||||
2024 | | | | | 1,031,329 | | | | | | 165,338,000 | | | |
0.62%
|
|
2023 | | | | | 438,000 | | | | | | 164,988,000 | | | |
0.27%
|
|
2022 | | | | | 433,500 | | | | | | 164,738,000 | | | |
0.26%
|
|
| | | | | | | | |
3-Year Average
|
| |
0.38%
|
|
|
50
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Year
|
| |
Awards Granted
(number of shares) |
| |
Weighted Average
Common Shares Outstanding |
| ||||||
2024 | | | | | 1,031,329 | | | | | | 165,338,000 | | |
2023 | | | | | 438,000 | | | | | | 164,988,000 | | |
2022 | | | | | 433,500 | | | | | | 164,738,000 | | |
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PROPOSAL 4:
|
| |
RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS |
|
| | |
2024 Fees(1)
|
| |
2023 Fees
|
| ||||||
Audit Fees | | | | $ | 1,357,700 | | | | | $ | 1,241,125 | | |
Audit Related Fees | | | | | 32,250 | | | | | | 160,700 | | |
Tax Fees | | | | | 87,482 | | | | | | 225,517 | | |
All Other Fees | | | | | 948 | | | | | | 948 | | |
|
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Laurie B. Burns
Robert E. Cramer
Donna D. Fraiche
John L. Harrington
Rajan C. Penkar
|
56
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501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders Call Toll Free: (877) 456-3427
Brokers and Banks Call Collect: (212) 750-5833
|
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Secretary
March 26, 2025
|
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