SEC Form DEF 14A filed by Seven Hills Realty Trust

3/20/24 4:05:46 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

		Check the appropriate box:
		☐				Preliminary Proxy Statement
		☐				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §.240.14a-12

Seven Hills Realty Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of 2024 Annual Meeting
of Shareholders and Proxy Statement

Thursday, May 30, 2024 at 9:30 a.m., Eastern time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SEVN2024

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LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2024 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Thursday, May 30, 2024. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while lowering costs and reducing the environmental impact of our annual meeting.

In 2023, we continued to outperform our peers and generated a total shareholder return of more than 60%, compared to an 18% return for our benchmark, the FTSE NAREIT Mortgage Commercial Financing Index. We increased our quarterly dividend to $0.35 per share and, in the fourth quarter, we generated net income per common share of $0.41 and Distributable Earnings per share of $0.43, which is a 13% increase on a sequential quarter basis.

At the end of the fourth quarter, our diverse portfolio remained completely invested in floating rate loans and consisted of 24 first mortgages with an average loan size of $28 million and commitments of $670 million. Our investments have a weighted average coupon of 9.2% and an all in yield of 9.6%. In the aggregate, at year end, our portfolio had a weighted average maximum maturity of three years and favorable overall credit profile with a LTV of 68%.

As we move into 2024, we believe that we are well positioned to capitalize on new investment opportunities and continue to drive attractive risk adjusted returns for our shareholders.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

March 20, 2024

				Barbara D. Gilmore			Joseph L. Morea
				Matthew P. Jordan			Adam D. Portnoy
				William A. Lamkin			Jeffrey P. Somers

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

	Location: Live Webcast Accessible at https://www.virtualshare holdermeeting.com/ SEVN2024 Date: Thursday, May 30, 2024 Time: 9:30 a.m., Eastern time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2024 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Record Date: You can vote if you were a shareholder of record as of the close of business on March 14, 2024 (the “Record Date”).
				Attending Our 2024 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on May 29, 2024. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary March 20, 2024

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	PLEASE VOTE			1
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			2
	Board Composition, Expansion and Refreshment			2
	Key Responsibilities of Our Board			2
	Our Board’s Role in Oversight of Risk Management			2
	Trustee Independence			4
	Executive Sessions of Independent Trustees			4
	Board Leadership Structure			4
	Lead Independent Trustee			5
	Code of Business Conduct and Ethics and Committee Governance			5
	Environmental, Social and Governance Policies			6
	Prohibition on Hedging			6
	Recommendations for Trustees			6
	Communications with our Board			6
	Shareholder Nominations and Other Proposals			7
	PROPOSAL 1: ELECTION OF TRUSTEES			8
	Board Diversity Matrix			9
	Trustee Nominees to be Elected at Our 2024 Annual Meeting			10
	Continuing Trustees			12
	Executive Officers			16
	BOARD COMMITTEES			17
	Audit Committee			17
	Compensation Committee			17
	Nominating and Governance Committee			17
	BOARD MEETINGS			18
	TRUSTEE COMPENSATION			18
	Compensation of Trustees			18
	Trustee Share Ownership Guidelines			18
	Fiscal Year 2023 Trustee Compensation			19
	OWNERSHIP OF OUR EQUITY SECURITIES			20
	Trustees and Executive Officers			20
	Principal Shareholders			21
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			21
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			22
	EXECUTIVE COMPENSATION			23
	Summary Compensation Table			23
	2023 Outstanding Equity Awards at Fiscal Year End			23
	Potential Payments upon Termination or Change in Control			24
	Pay Versus Performance			25
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			27
	Audit Fees and All Other Fees			27
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			28
	Other Information			28
	REPORT OF OUR AUDIT COMMITTEE			29
	FREQUENTLY ASKED QUESTIONS			30
	RELATED PERSON TRANSACTIONS			35
	OTHER INFORMATION			36
	ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS			A-1

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PROXY STATEMENT

The Board of Trustees (“Board”) of Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2024 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be held virtually via live webcast on Thursday, May 30, 2024, at 9:30 a.m., Eastern time, subject to any postponements or adjournments (the “2024 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 20, 2024.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 14, 2024, the Record Date for our 2024 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 14, 2024, there were approximately 14,810,739 Common Shares issued and outstanding.

The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2024 ANNUAL MEETING TO BE HELD ON THURSDAY, MAY 30, 2024.
		The Notice of 2024 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2023 are available at www.proxyvote.com.

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PLEASE VOTE

Please vote to participate in our decision making. Nasdaq rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 8	✓ FOR	Plurality of all votes cast
2 Advisory vote to approve executive compensation*	Page 22	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors*	Page 27	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

With respect to Proposal 1, you may vote “FOR” or “WITHHOLD” with respect to each nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 3.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on May 29, 2024 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on May 29, 2024 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

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To review and download easy to read versions of our Proxy Statement and Annual Report.

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To sign up for future electronic delivery to reduce the impact on the environment.

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To register in advance to attend our 2024 Annual Meeting.

2024 Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Board Composition, Expansion and Refreshment

Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long-term interests of shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition. We are currently governed by a six member Board of Trustees, including four Independent Trustees and two Managing Trustees. Our Nominating and Governance Committee and our Board have retained Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;

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creating an even playing field among candidates identified regardless of source;

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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and

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assisting in attracting and vetting candidates.

Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

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Our Board oversees and monitors strategic planning.

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Business strategy is a key focus of our Board and embedded in the work of Board committees.

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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.

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Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

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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.

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Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

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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.

Our Board’s Role in Oversight of Risk Management

Our Board is elected by our shareholders to oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of our business strategy.

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by Tremont Realty Capital LLC (“Tremont”), and

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Tremont and our officers are responsible for incorporating risk management in their activities. Our management and members of our internal audit group meet regularly with our Audit Committee and provide us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees review regularly a wide range of reports provided to them by Tremont, internal audit and other service providers, including:

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reports on market and industry conditions;

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operating and regulatory compliance reports;

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financial reports;

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reports on risk management and our Environmental, Social and Governance (“ESG”) activities and initiatives;

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regulatory and legislative updates that may impact us;

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reports on the security of our information technology processes and our data; and

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legal proceeding updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with representatives of Tremont, The RMR Group LLC (“RMR”), our officers, members of our internal audit group, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. Our Audit Committee also annually reviews an internal audit plan developed by members of our internal audit group with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring activities and oversight on our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements, as applicable, to our Board. Our Audit Committee also meets quarterly with members of our internal audit group to review the results of our internal audits and receive reports, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, including cybersecurity, as it determines appropriate.

Our Audit Committee considers risks related to cybersecurity, and receives annual reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, and more frequent reports as it may direct or as warranted. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including Tremont employees and RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises.

Our Compensation Committee, whose responsibilities are detailed in its charter, among other responsibilities, evaluates the performance of Tremont, our manager, under our business management agreement. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.

To learn more about the risks we face, you can review the matters discussed in Part I, “Item 1A Risk Factors” and “Warning Concerning Forward Looking Statements” in our Annual Report to Shareholders for the fiscal

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year ended December 31, 2023 (the “Annual Report”). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Trustee Independence

Under the corporate governance listing standards of the Nasdaq, to be considered independent:

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a trustee must not have a disqualifying relationship, as defined in the corporate governance section of the Nasdaq rules; and

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our Board must affirmatively determine that the trustee otherwise has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a trustee. To facilitate the trustee independence assessment process, our Board has adopted written Governance Guidelines as described below.

In accordance with our Declaration of Trust and Bylaws, our Board is comprised of six Trustees, including four Independent Trustees and two Managing Trustees.

Our Bylaws also require that a majority of our Board be Independent Trustees. Under our Declaration of Trust, Independent Trustees are Trustees who are not employees of Tremont or RMR, are not involved in our day to day activities and who meet the qualifications of independent directors under the applicable rules of the Nasdaq and the Securities and Exchange Commission (the “SEC”).

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Barbara D. Gilmore, William A. Lamkin, Joseph L. Morea and Jeffrey P. Somers currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and our Trustees with regard to each of our Trustees’ relationships with us, Tremont, RMR or The RMR Group Inc. (“RMR Inc.”) and the other companies to which RMR provides management services (the “RMR Clients”). Our Board has concluded that none of these four Trustees possessed or currently possesses any relationship that could impair his, her or their judgment in connection with his, her or their duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Executive Sessions of Independent Trustees

Pursuant to our Governance Guidelines, our Independent Trustees are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet with our officers, other representatives of our management, as appropriate, and with our independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions will be the Lead Independent Trustee, unless the Independent Trustees determine otherwise.

Board Leadership Structure

All Trustees play an active role in overseeing our business both at our Board and committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing our Company and our strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms. Our Trustees may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of our officers and advisors. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Trustees.

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Adam D. Portnoy has served as Chair of our Board (our “Chair”) since 2021. Our President and our Chief Financial Officer and Treasurer are not members of our Board, but they regularly attend Board and Board committee meetings. Other officers of Tremont and RMR also sometimes attend Board meetings at the invitation of our Board. Special meetings of our Board may be called at any time by any Managing Trustee, the Chief Executive Officer, if any, President or the Secretary pursuant to the request of any two Trustees then in office. Our Managing Trustees, in consultation with our management, set the agenda for Board meetings. Other Trustees may suggest agenda items as well. Discussions at Board meetings are led by the Managing Trustee, the Independent Trustee or member of management who is most knowledgeable on a subject.

Lead Independent Trustee

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Mr. Morea serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, robust responsibilities that include:

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assisting the Board in evaluating its effectiveness;

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presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;

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presiding at all meetings and executive sessions of the Independent Trustees;

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having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;

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serving as the principal liaison between the Independent Trustees and the senior management team;

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assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, Tremont;

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considering suggestions for meeting agenda items from other Independent Trustees;

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with our Nominating and Governance Committee and our Chair, monitoring and coordinating with our management on corporate governance issues and developments;

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authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and

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if requested, and in coordination with our Chair and our management, being reasonably available for consultation and direct communication with shareholders.

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted the Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our board members, officers and Tremont employees and ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our Audit Committee, Compensation Committee and Nominating and Governance Committee are each comprised entirely of Independent Trustees under applicable Nasdaq rules who also meet the independence criteria applicable to audit committees and compensation committees under the Sarbanes-Oxley Act of 2002 and the SEC’s implementing rules under that law.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about

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how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code and how to communicate with our Trustees, individually or as a group. To access these documents on our website visit www.sevnreit.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

Environmental, Social and Governance Policies

Our Board has adopted the following policies in connection with our efforts to lead a sustainable business and improve our internal culture and the communities in which we operate: Employee Health and Wellness, Human Rights, Philanthropy and Business Partners’ Code of Conduct. These policies reflect our core culture of integrity and mutual respect as well as our commitment to caring for our borrowers, their tenants and the individuals who provide services to us as well as for the communities in which we operate. Our Employee Health and Wellness policy is designed to protect the health and wellbeing of all individuals in our workplace; our Human Rights policy is designed to promote a culture of mutual respect for people, communities and our planet; our Philanthropy policy sets forth our, Tremont’s and RMR’s commitment to investing in our communities through a variety of philanthropic engagements; and our Business Partners’ Code of Conduct sets forth our expectations for our, Tremont’s and RMR’s business partners to conduct business in an ethical manner that promotes the accomplishment of our goals.

Prohibition on Hedging

Our Insider Trading Policies and Procedures expressly prohibit members of our Board and our officers from engaging in hedging transactions involving our securities.

Recommendations for Trustees

Our Nominating and Governance Committee is responsible for identifying and evaluating nominees for Trustee and for recommending to our Board nominees for election at each annual meeting of shareholders. Our Nominating and Governance Committee may consider candidates suggested by our Trustees, officers or shareholders or by others. Shareholders who would like to recommend a Trustee nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Secretary, Seven Hills Realty Trust, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to [email protected]. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Communications with our Board

Our Board has established a process to facilitate communication by shareholders and other interested parties with our Trustees, individually or as a group. Communications should be addressed to our Trustees or the Trustee for whom the communication is intended, in care of the Secretary, Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to [email protected].

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Shareholder Nominations and Other Proposals

Deadline to Submit Proposals Pursuant to Rule 14a-8 for the 2025 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at our principal executive office on or before November 20, 2024 in order to be eligible to be included in the proxy statement for the 2025 annual meeting of shareholders; provided, that, if the date of the 2025 annual meeting of shareholders is more than 30 days before or after May 30, 2025, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Nominations and Other Proposals for the 2025 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act at the 2025 annual meeting of shareholders must be delivered to our Secretary at our principal executive office, in accordance with the requirements of our Bylaws, not later than 5:00 p.m., Eastern time, on November 20, 2024 and not earlier than October 21, 2024; provided, that, if the date of the 2025 annual meeting of shareholders is more than 30 days earlier or later than May 30, 2025, then a shareholder’s notice must be so delivered not later than 5:00 p.m., Eastern time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2025 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2025 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the shareholder’s timely delivery of advance notice, continuous requisite ownership of Common Shares and holding of a share certificate for such shares at the time of the advance notice, the record date for determining shareholders entitled to vote at the annual meeting and at the time of the annual meeting.

The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.

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PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Mr. Adam D. Portnoy for election as a Managing Trustee in Class II and Mr. Jeffrey P. Somers for election as an Independent Trustee in Class II. Messrs. Portnoy and Somers currently serve on our Board.

If elected, each nominee would serve until our 2027 annual meeting of shareholders and until his, her or their successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.

We expect that each Trustee nominee will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

OUR BOARD BELIEVES THAT ITS MEMBERS SHOULD:

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exhibit high standards of integrity and ethics;

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have business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and be able to make independent analytical inquiries;

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have a strong record of achievements;

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have knowledge of the commercial real estate (“CRE”) industry, CRE financing and real estate investment trusts (“REITs”);

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have diverse perspectives, backgrounds and experiences, including professional background, gender, ethnicity, nationality and skills; and

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be committed to serving 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.

In addition, our Board has determined that our Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. Our Board believes that Trustees with one or more of the following professional skills or experiences can assist in meeting this goal:

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work experience with a proven record of success in his, her or their field;

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risk oversight/management expertise;

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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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operating business and/or transactional experience;

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management/leadership experience;

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knowledge of our historical business activities;

•

familiarity with the public capital markets;

•

experience at a strategic or policymaking level in a business, government or non-profit organization of high standing;

•

service on other public company boards and committees;

•

qualifying as a Managing Trustee in accordance with the requirements of our governing documents; and

•

qualifying as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Trustees and Trustee candidates individually and in the broader context of our Board’s overall composition when evaluating potential nominees for election as Trustee.

2024 Proxy Statement

TABLE OF CONTENTS

Board Diversity Matrix

The Nominating and Governance Committee is committed to identifying and recruiting highly qualified trustee candidates with diverse experiences, perspectives and backgrounds to join our Board. We are actively working with Korn Ferry to assist us in identifying and evaluating such candidates, including women and other individuals from underrepresented communities. The table below provides certain information regarding the composition of our Board as of March 20, 2024. To see our Board diversity matrix as of March 21, 2023, please see the proxy statement for our 2023 annual meeting of shareholders filed with the SEC on March 21, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Total Number of Trustees	6
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Trustees	1	5	—	—

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

A plurality of all the votes cast is required to elect each Trustee nominee at our 2024 Annual Meeting.

The names, principal occupations and certain other information about each Trustee nominee, as well as a summary of the key experiences, qualifications, attributes and skills that led our Nominating and Governance Committee and our Board to conclude that such person is currently qualified to serve as a Trustee, are set forth on the following pages.

Our Board of Trustees recommends a vote “FOR” the election of both Trustee nominees.

2024 Proxy Statement

TABLE OF CONTENTS

Trustee Nominees to be Elected at Our 2024 Annual Meeting

Adam D. Portnoy, 53, Managing Trustee

TRUSTEE SINCE 2009
CHAIR OF OUR BOARD SINCE 2021
BOARD COMMITTEES
None

Class II with a term expiring at our 2024 Annual Meeting

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 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.

•

Served in various positions in the finance industry and public sector, including working as an investment banker at Donaldson, Lufkin & Jenrette and working in private equity at DLJ Merchant Banking Partners and at the International Finance Corporation (a member of The World Bank Group).

•

Founded and served as chief executive officer of a privately financed telecommunications company.

•

Honorary Consul General of the Republic of Bulgaria to Massachusetts.

•

Member of Massachusetts Opportunity Alliance, Inc. Board.

•

Member of Massachusetts High Technology Council, Inc. Board.

•

Chair of the board of directors of the Pioneer Institute.

•

Executive committee member of the board of directors of the Greater Boston Chamber of Commerce.

•

Member of AJC New England’s Leadership Board.

•

Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Service Properties Trust (since 2007)

•

Diversified Healthcare Trust (since 2007)

•

Office Properties Income Trust (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 us in September 2021)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

QUALIFICATIONS

Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management and CRE industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board service, and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on our Board and deep knowledge of our business. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.

Risk Oversight/Management	Human Capital Management	Financial Literacy	Public Company Board
REIT/Real Estate	Investment Expertise	ESG	Public Company Executive
Government/Public Policy

(1)

In addition to us, RMR currently provides management services to four other public companies that do not have any employees of their own: Diversified Healthcare Trust (Nasdaq: DHC), Industrial Logistics Properties Trust (Nasdaq: ILPT), Office Properties Income Trust (Nasdaq: OPI) and Service Properties Trust (Nasdaq: SVC). For us and the companies with no employees, RMR or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies.

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Jeffrey P. Somers, 81, Independent Trustee

[MISSING IMAGE: ph_jeffreypsomers-bwlr.jpg]

TRUSTEE SINCE 2009
BOARD COMMITTEES
Audit (Chair)

Class II with a term
expiring at our 2024
Annual Meeting

PROFESSIONAL EXPERIENCE:

•

Of counsel since 2010, and a member of the law firm of Morse, Barnes-Brown & Pendleton, PC from 1995 to 2009, serving as managing member for six of those years.

•

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):

•

Diversified Healthcare Trust (since 2009)

•

Office Properties Income Trust (since 2009)

•

Tremont Mortgage Trust (from 2017 until 2020)

•

Select Income REIT (from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

QUALIFICATIONS

Mr. Somers brings to our Board extensive expertise in legal, corporate governance and regulatory matters, as well as leadership experience gained from his role as a law firm managing partner. Mr. Somers also possesses a sophisticated understanding of finance and accounting matters, obtained through his service as a trustee of public REITs and investment companies, as well as work on board committees. Mr. Somers has extensive experience in public policy matters and complex business transactions gained partly from government service, as well as institutional knowledge earned through prior service on our Board. Mr. Somers identifies as Caucasian and as male. Mr. Somers qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Literacy			REIT/Real Estate
	ESG			Legal/Regulatory			Government/Public Policy			Public Company Board

2024 Proxy Statement

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Continuing Trustees

Barbara D. Gilmore, 73, Independent Trustee

[MISSING IMAGE: ph_barbaradgilmore-bw.jpg]

TRUSTEE SINCE 2020
BOARD COMMITTEES
Audit
Compensation (Chair)
Nominating and Governance

Class III with a term expiring at our 2025 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Professional law clerk at the United States Bankruptcy Court, Eastern Division of the District of Massachusetts, from 2015 until her retirement in 2018.

•

Professional law clerk at the United States Bankruptcy Court, Central Division of the District of Massachusetts, from 2001 to 2015.

•

Partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Office Properties Income Trust (since 2009)

•

AlerisLife Inc. (from 2004 until it was acquired by ABP Trust in March 2023)

•

TravelCenters of America Inc. (from 2007 until it was acquired by BP Products North America Inc. in May 2023) and lead independent director (from 2019 to May 2023)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

QUALIFICATIONS

Ms. Gilmore brings to our Board extensive professional skills and experience in legal and business finance matters. Ms. Gilmore possesses experience in public policy matters as well as insights and understanding of government practices gained through government service and her experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner. Ms. Gilmore has also served on public company boards and board committees. Ms. Gilmore identifies as Caucasian and as female. Ms. Gilmore qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Government/Public Policy			Financial Literacy			REIT/Real Estate
	Legal/Regulatory			Public Company Board

2024 Proxy Statement

TABLE OF CONTENTS

Matthew P. Jordan, 49, Managing Trustee

TRUSTEE SINCE 2021
BOARD COMMITTEES
None

Class I with a term
expiring at our 2026
annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Executive Vice President of RMR Inc. since 2017.

•

Chief Financial Officer and Treasurer of RMR Inc. since 2015.

•

Executive Vice President of RMR since 2017.

•

Chief Financial Officer and Treasurer of RMR since 2012.

•

Former Chief Accounting Officer for RMR.

•

Director, president and chief executive officer of Tremont since January 2021.

•

Executive vice president, chief financial officer and treasurer of Tremont from October 2017 to December 2020, and prior to that, vice president, chief financial officer and treasurer of Tremont since its formation in 2016.

•

Executive vice president, chief financial officer and treasurer of RMR Advisors LLC from October 2017 to January 2021 when it merged with Tremont.

•

Employed at Stanley Black & Decker from 2011 to 2012 and before then at Ernst & Young LLP, prior to joining RMR.

•

Certified public accountant.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Industrial Logistics Properties Trust (since 2022)

•

Tremont Mortgage Trust (from 2020 until it merged with us in September 2021)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

QUALIFICATIONS

Mr. Jordan brings to our Board leadership experience in his positions with RMR and demonstrated management ability. Mr. Jordan has extensive experience in, and knowledge of, the CRE industry and REITs. Mr. Jordan possesses institutional knowledge earned through prior leadership positions with RMR. Mr. Jordan has professional skills and expertise in accounting and finance and experience as a chief executive officer, chief financial officer and chief accounting officer and is responsible for all accounting and finance matters affecting RMR and its managed REIT clients. Mr. Jordan identifies as Caucasian and as male. Mr. Jordan qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Literacy			Public Company Board
	REIT/Real Estate			ESG			Investment Expertise			Public Company Executive

2024 Proxy Statement

TABLE OF CONTENTS

William A. Lamkin, 64, Independent Trustee

[MISSING IMAGE: ph_williamlamkin-bw.jpg]

TRUSTEE SINCE 2021
BOARD COMMITTEES
Audit
Compensation
Nominating and Governance (Chair)

Class I with a term expiring at our 2026 annual meeting of shareholders

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):

•

Service Properties Trust (since 2007)

•

Office Properties Income Trust (since 2019)

•

Tremont Mortgage Trust (from 2020 until it merged with us 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)

QUALIFICATIONS

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 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.

Risk Oversight/Management	Human Capital Management	Financial Expertise	Legal/Regulatory
REIT/Real Estate	Investment Expertise	ESG	Public Company Board
Government/Public Policy

2024 Proxy Statement

TABLE OF CONTENTS

Joseph L. Morea, 68, Independent Trustee

TRUSTEE SINCE 2021
LEAD INDEPENDENT
TRUSTEE SINCE 2021
BOARD COMMITTEES
Audit

Class III with a term expiring at our 2025 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Vice chairman and managing director, serving as head of U.S. Equity Capital Markets, at RBC Capital Markets, an international investment bank, from 2003 until 2012.

•

Head of U.S. Investment Banking for RBC Capital Markets from 2008 to 2009.

•

Prior work as an investment banker, including as a managing director and the co-head of U.S. Equity Capital Markets at UBS, Inc.

•

Former chief operating officer of the Investment Banking Division and head of U.S. Equity Capital Markets at PaineWebber, Inc.

•

Former managing director of Equity Capital Markets at Smith Barney, Inc.

•

Work as a certified public accountant, prior to working as an investment banker.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Industrial Logistics Properties Trust (since 2018)

•

TravelCenters of America Inc. (from 2015 until it was acquired by BP Products North America Inc. in May 2023)

•

Tremont Mortgage Trust (from 2017 until it merged with us in September 2021)

•

RMR Mortgage Trust (from 2016 to May 2020 (known previously as RMR Real Estate Income Fund))

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

Portman Ridge Finance Corporation (since 2020)

•

Garrison Capital Inc. (from 2015 until it was acquired by Portman Ridge Finance Corporation in 2020)

•

First Eagle Senior Loan Fund (from 2013 to 2021)

QUALIFICATIONS

Mr. Morea brings to our Board extensive experience in, and knowledge of, the investment banking industry and public capital markets. Mr. Morea has demonstrated leadership and management abilities as well as experience in capital raising, in strategic business transactions and finance matters. Mr. Morea has experience serving on the boards of public companies as a trustee, director and committee member. Mr. Morea has institutional knowledge earned through prior service on our Board. Mr. Morea identifies as Caucasian and as male. Mr. Morea qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Expertise			Investment Expertise
	REIT/Real Estate			ESG			Public Company Board

2024 Proxy Statement

TABLE OF CONTENTS

Executive Officers

There are no family relationships among any of our Trustees or executive officers. Our executive officers serve at the discretion of our Board.

Thomas J. Lorenzini

Age: 57

President since 2021

Chief Investment Officer since 2023

Mr. Lorenzini has been a Senior Vice President of RMR, and a senior vice president of Tremont since 2021. Mr. Lorenzini previously served as a vice president of Tremont from October 2020 until October 2021, as managing director, capital markets of Tremont from October 2019 until October 2020 and as senior director, capital markets of Tremont from 2016 until October 2019. Mr. Lorenzini served as vice president of RMR Advisors LLC from 2020 until it merged with Tremont in January 2021. He was president of Tremont Mortgage Trust from January 2021 until it merged with us in September 2021. Mr. Lorenzini was a founding member of Tremont’s predecessor business. Prior to joining Tremont’s predecessor business in 2000, Mr. Lorenzini was Midwest regional director for Finova Realty Capital, and prior to that Mr. Lorenzini was a senior director for Belgravia Realty Capital. Mr. Lorenzini identifies as Caucasian and as male.

Fernando Diaz

Age: 55

Chief Financial Officer and Treasurer since 2023

Mr. Diaz has been a Vice President of RMR since 2007, responsible for credit risk and business analytics, and chief financial officer, treasurer and a vice president of Tremont since October 2023. Mr. Diaz has over 15 years of experience as a securities analyst and portfolio manager. Prior to the Company’s deregistration as an investment company in 2021, Mr. Diaz served as its President and Senior Portfolio Manager from 2015 to January 2021 and as a Vice President and Portfolio Manager from 2007 to 2015. Prior to joining RMR in 2007, Mr. Diaz was a senior REIT analyst and assistant portfolio manager with GID Securities, LLC and prior to that a senior REIT analyst and assistant portfolio manager with State Street Global Advisors/The Tuckerman Group. Mr. Diaz holds the Chartered Financial Analyst designation and is a member of the CFA Society Boston. Mr. Diaz identifies as Hispanic and as male.

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BOARD COMMITTEES

Audit Committee

Members

Jeffrey P. Somers (Chair)
Barbara D. Gilmore
William A. Lamkin
Joseph L. Morea

8 meetings during 2023

Our Audit Committee is comprised solely of Independent Trustees. Its primary role is to help our Board fulfill its oversight responsibilities related to the integrity of our financial statements and financial reporting process, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, risk management and our compliance with legal and regulatory requirements. Our Audit Committee is responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditors and the resolution of disagreements between management and our independent auditors. Our independent auditors report directly to our Audit Committee. Our Audit Committee reviews the overall audit scope and plans of the audit with our independent auditors. 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.

Phyllis M. Hollis served on our Audit Committee until her resignation from our Board on September 25, 2023.

Our Board has determined that each member of our Audit Committee is financially literate and that Mr. Morea is our Audit Committee’s “financial expert.”

Compensation Committee

Members

Barbara D. Gilmore (Chair)
William A. Lamkin

4 meetings during 2023

Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of Tremont and our executive officers. Our Compensation Committee will approve any equity compensation awards in accordance with the Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (the “2021 Equity Plan”). Our Compensation Committee recommends to our Board the cash compensation payable to our Trustees for Board and committee service and determines the cash compensation payable for service as our Lead Independent Trustee. Our Compensation Committee administers our 2021 Equity Plan and determines all awards granted pursuant to the 2021 Equity Plan. It also reviews amounts payable by us to Tremont under our management agreement and approves any proposed amendments to or termination of that agreement.

Phyllis M. Hollis served on our Compensation Committee until her resignation from our Board on September 25, 2023.

Nominating and Governance Committee

Members

William A. Lamkin (Chair)
Barbara D. Gilmore

2 meetings during 2023

Our Nominating and Governance Committee is comprised solely of Independent Trustees. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by our Board, and to recommend candidates to our entire Board for nomination or selection as Board members for each annual meeting of shareholders or when vacancies occur; to develop and recommend to our Board governance principles for our Company; and to oversee the evaluation of our Board and, to the extent not overseen by our Compensation Committee or a committee composed entirely of Trustees meeting the independence requirements of the rules of the Nasdaq, our management. 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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BOARD MEETINGS

In 2023, our Board held five meetings. In 2023, each then Trustee attended 75% or more of the aggregate of all meetings of our Board and the committees on which he, she or they served or that were held during the period in which the Trustee served as a Trustee or committee member. All of the Trustees attended last year’s annual meeting of shareholders. Our policy with respect to Board members’ attendance at meetings of our Board and annual meetings of shareholders can be found in our Governance Guidelines, the full text of which appears at our website, www.sevnreit.com.

TRUSTEE COMPENSATION

Compensation of Trustees

Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Trustees.

Under the currently effective Trustee compensation arrangements, each Independent Trustee receives an annual fee of $70,000 for services as a Trustee. Each Independent Trustee who serves as a committee chair of our Board’s Audit, Compensation or Nominating and Governance Committees also receives an additional annual fee of $17,500, $12,500 and $12,500, respectively, and the Lead Independent Trustee receives an additional annual fee of $15,000 for serving in this role. Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur in connection with their attending certain continuing education programs.

Each Independent Trustee and Managing Trustee also receives an annual award of Common Shares. Managing Trustees do not receive cash compensation for their services as Trustees.

Trustee Share Ownership Guidelines

Our Board believes it is important to align the interests of Trustees with those of our Company’s shareholders by holding equity ownership positions in our Company. Accordingly, each Trustee is expected to retain, whether vested or not, at least 30,000 Common Shares (which number shall automatically adjust in respect of stock splits or similar events) (i) for existing Trustees in office as of October 1, 2021, by the date of the 2027 annual meeting of shareholders of our Company and (ii) for future Trustees, within five years following, (a) if elected by shareholders, the annual meeting of shareholders of our Company at which such Trustee was initially elected or, (b) if elected by our Board, the first annual meeting of shareholders of our Company following the initial election of such Trustee to our Board. Compliance with these ownership guidelines will be measured annually. Any Trustee who is prohibited by law or by applicable regulation of his or her employer from owning equity in our Company shall be exempt from this requirement. Our Nominating and Governance Committee may consider whether exceptions should be made for any Trustee on whom this requirement could impose a financial hardship.

As of March 14, 2024, all Trustees have met or, within the applicable period, are expected to meet, these share ownership guidelines.

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Fiscal Year 2023 Trustee Compensation

The following table details the total compensation of the Trustees for the fiscal year ended December 31, 2023 for services as a Trustee.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)		Total ($)
Barbara D. Gilmore		82,500		55,260		—		137,760
Phyllis M. Hollis(3)		70,000		55,260		—		125,260
Matthew P. Jordan(4)		—		55,260		—		55,260
William A Lamkin		82,500		55,260		—		137,760
Joseph L. Morea		85,000		55,260		—		140,260
Adam D. Portnoy(4)		—		55,260		—		55,260
Jeffrey P. Somers		87,500		55,260		—		142,760

(1)

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Trustee in 2023 consisting of an annual cash retainer fee of $70,000 to each Independent Trustee, annual cash fees of $17,500, $12,500 and $12,500 to the chairs of our Audit Committee, Compensation Committee and Nominating and Governance Committee, respectively, and an annual cash fee of $15,000 to our Lead Independent Trustee.

(2)

Equals 6,000 Common Shares multiplied by the closing price of such shares on May 23, 2023, the award date. Amounts shown are also the compensation cost for the award recognized by us for financial reporting purposes pursuant to Financial Accounting Standards Board Accounting Standards CodificationTM Topic 718, “Compensation—Stock Compensation” (“ASC 718”) (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. All Common Share awards fully vested on the award date.

(3)

Ms. Hollis resigned as an Independent Trustee, on September 25, 2023.

(4)

Managing Trustees do not receive cash compensation for their services as Trustees.

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OWNERSHIP OF OUR EQUITY SECURITIES

Trustees and Executive Officers

The following table sets forth information regarding the beneficial ownership of our outstanding Common Shares by each Trustee, each Trustee nominee, each of our named executive officers, and our Trustees, Trustee nominees and executive officers as a group, all as of March 14, 2024. Unless otherwise noted, to our knowledge, voting power and investment power in the Common Shares are exercisable solely by the named person and the principal business address of the named person is c/o Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Name and Address

Aggregate
Number of
Shares
Beneficially
Owned*

Percent of
Outstanding
Shares**

Additional Information

Adam D. Portnoy

1,986,248

13.4%

Includes 187,426 common shares owned
directly by Adam D. Portnoy, an additional
90,764 Common Shares directly owned by ABP
Trust and 1,708,058 Common Shares directly
owned by Tremont. ABP Trust is the direct
record and beneficial owner of 90,764 Common
Shares and Tremont is the direct record and
beneficial owner of 1,708,058 Common Shares.
Adam D. Portnoy, in his capacity as the sole
trustee and controlling shareholder of ABP
Trust, may also be deemed to beneficially own
(and have shared voting and dispositive power
over) the Common Shares beneficially owned
by ABP Trust. Tremont is a direct wholly owned
subsidiary of RMR, which is a direct majority
owned subsidiary of RMR Inc., of which
Mr. Portnoy is a managing director and
controlling shareholder through ABP Trust.

Matthew P. Jordan

42,753

Less than 1%

Joseph L. Morea

27,879

Less than 1%

Jeffrey P. Somers

23,311

Less than 1%

Barbara D. Gilmore

22,000

Less than 1%

Includes 2,000 Common Shares held by her spouse.

William A. Lamkin

18,096

Less than 1%

Includes 18,096 Common Shares held by U/T/D
9-28-18, of which William A. Lamkin is a trustee
and beneficiary.

Thomas J. Lorenzini

13,535

Less than 1%

Tiffany R. Sy(1)

7,500

Less than 1%

Fernando Diaz

5,779

Less than 1%

All Trustees, the Trustee nominees and executive officers as a group (eight persons)

2,139,601

14.4%

Amounts exclude fractional shares.

The percentages indicated are based on approximately 14,810,739 Common Shares outstanding as of March 14, 2024.

(1)

Ms. Sy resigned as our Chief Financial Officer and Treasurer, effective September 30, 2023.

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Principal Shareholders

Set forth in the table below is information about the number of shares held by persons that are known to be the beneficial owners of more than 5% of the Common Shares based on statements filed with the SEC under Sections 13(d) and 13(g) of the Exchange Act.

Name and Address

Aggregate
Number of
Shares
Beneficially
Owned

Percent of
Outstanding
Shares*

Additional Information

Tremont Realty Capital LLC,
The RMR Group Inc.,
The RMR Group LLC,
ABP Trust and
Adam D. Portnoy
Two Newton Place
255 Washington Street,
Suite 300
Newton, Massachusetts 02458

1,986,248

13.4%

Based on a Schedule 13D/A filed with the SEC
on May 12, 2022, Mr. Portnoy’s Form 4 filed with
the SEC on May 23, 2023 and additional
information provided by Mr. Portnoy.

Tremont directly owns and has shared voting
and dispositive power over 1,708,058 Common
Shares. Voting and investment power with
respect to Common Shares owned by Tremont
may be deemed to be shared by RMR, RMR
Inc., ABP Trust and Adam D. Portnoy as
controlling shareholder of RMR Inc. Tremont is
a direct wholly owned subsidiary of RMR, which
is a direct majority owned operating subsidiary
of RMR Inc. Neither RMR nor RMR Inc. directly
owns any Common Shares.

Adam D. Portnoy directly owns and has sole
voting and dispositive power over 187,426
Common Shares and beneficially owns and has
shared voting and dispositive power over
1,798,822 Common Shares.

ABP Trust directly owns 90,764 Common
Shares.

The percentages indicated are based on approximately 14,810,739 Common Shares outstanding as of March 14, 2024.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is comprised entirely of two Independent Trustees. No member of our Compensation Committee is a current, or during 2023 was a former, officer or employee of our Company. In 2023, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board or our Compensation Committee, or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on our Compensation Committee. Both Compensation Committee members serve as independent trustees and one serves as a compensation committee member of other public companies to which RMR or its subsidiaries provide management services. Ms. Gilmore serves as an independent trustee and a member of the compensation committee of Office Properties Income Trust (“OPI”) and served as the lead independent director of TravelCenters of America Inc. until May 2023. Mr. Lamkin serves as an independent trustee of OPI and Service Properties Trust. The disclosures regarding our relationships with these foregoing entities and certain transactions with or involving them under the section entitled “Certain Related Person Transactions” are incorporated by reference herein.

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PROPOSAL 2:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers as described in the “Executive Compensation” section beginning on page 23.

Our Board recommends that shareholders vote “FOR” the following resolution:

RESOLVED: That the shareholders of the Company approve, on a non-binding, advisory basis, the compensation paid by the Company to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Executive Compensation” section in this Proxy Statement.

Because your vote is advisory, it will not be binding upon our Board or Compensation Committee. However, our Board values shareholders’ opinions and our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

Approval of the advisory vote to approve executive compensation requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2024 Annual Meeting.

Our Board of Trustees recommends a vote “FOR” the advisory vote to approve executive compensation.

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EXECUTIVE COMPENSATION

None of our named executive officers is employed by us. The following tables and footnotes summarize the total compensation we paid to our President and Chief Investment Officer, our Chief Financial Officer and Treasurer and our former Chief Financial Officer and Treasurer. Tiffany R. Sy resigned as our Chief Financial Officer and Treasurer, effective September 30, 2023. Our named executive officers were our only executive officers during 2023. Tremont, a subsidiary of RMR, provides, or arranges with RMR to provide, services that otherwise would be provided by employees and either RMR or Tremont employs and pays cash compensation to our named executive officers directly and in their sole discretion in connection with their services rendered to Tremont, RMR, our Company and other companies to which Tremont or RMR provide management services. For information regarding the compensation paid by us to Tremont and RMR, please see the below “Certain Related Person Transactions” section. For information regarding the compensation paid by RMR and RMR Inc. to the named executive officers of RMR Inc., please see the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and its Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Shareholders. RMR Inc.’s filings with the SEC are not incorporated by reference into this Proxy Statement. We do not pay our named executive officers salaries or bonuses or provide other cash compensation or employee benefits. We provide equity incentive compensation to our named executive officers pursuant to the terms of our 2021 Equity Plan.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Thomas J. Lorenzini(3)		2023		—		—		38,325		7,531		45,856
President and Chief Investment Officer		2022		—		—		35,350		3,557		38,907
Fernando Diaz(3)(4)		2023		—		—		10,950		2,209		13,159
Chief Financial Officer and Treasurer		2022		—		—		—		—		—
Tiffany R. Sy(3)(5)		2023		—		—		38,325		2,800		41,125
Former Chief Financial Officer and Treasurer		2022		—		—		10,100		950		11,050

(1)

Represents the grant date fair value of Common Share awards in 2023 and 2022 as applicable, calculated in accordance with ASC 718 (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. The values listed in this column include the value of the Common Shares we awarded to Mr. Diaz in his capacity as an officer of RMR prior to his becoming our Chief Financial Officer and Treasurer, effective October 1, 2023.

(2)

Consists of cash distributions in 2023 on unvested Common Shares received in connection with cash distributions we paid to all of our shareholders.

(3)

In 2023, our named executive officers received aggregate base salary payments of $944,308 and aggregate cash bonuses of $1,045,000 from Tremont or RMR for services those officers provided to Tremont, RMR, our Company and other companies to which Tremont or RMR provide management services. Although some of our named executive officers served as our executive officers for only part of 2023, the cash compensation information described in the preceding sentence includes the cash compensation paid to each named executive officer for the full year.

(4)

Only one year of information has been provided for Mr. Diaz because he was not a named executive officer prior to 2023.

(5)

Ms. Sy resigned as our Chief Financial Officer and Treasurer, effective September 30, 2023.

2023 Outstanding Equity Awards at Fiscal Year End

The agreements governing the Common Shares we awarded to our named executive officers in 2023 (and prior years) in their capacity as our officers provided that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR, Tremont or any RMR Client or their respective affiliates and to accelerated vesting

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under certain circumstances. Holders of vested and unvested Common Shares awarded under the 2021 Equity Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares.

The following table shows the total Common Shares awarded by us in 2023 and prior years to our named executive officers that were unvested as of December 31, 2023.

			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)
Thomas J. Lorenzini		2023		2,800		36,232
		2022		2,100		27,174
		2021		1,452		18,789
Fernando Diaz(3)		2023		800		10,352
Fernando Diaz(3)		2022		600		7,764
		2021		431		5,577
Tiffany R. Sy(4)		2023		2,800		36,232
		2022		600		7,764
		2021		400		5,176

(1)

The number of Common Shares includes shares awarded on September 13, 2023, September 14, 2022 and October 1, 2021, respectively.

(2)

Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 29, 2023.

(3)

Mr. Diaz was appointed as Chief Financial Officer and Treasurer effective October 1, 2023. The Common Shares awarded to Mr. Diaz in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of our Company.

(4)

Although Ms. Sy resigned as our executive officer, effective September 30, 2023, pursuant to the terms of her award agreements, her unvested Common Shares remained outstanding because she continued to render significant services to RMR and other RMR Clients. The Common Shares awarded to Ms. Sy in 2021 were awarded to her in her capacity as an officer and employee of RMR before becoming an executive officer of our Company.

Potential Payments upon Termination or Change in Control

The 2021 Equity Plan and the form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events (each, a “Termination Event”). The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2023.

Name	Number of Shares Vested Upon Termination Event (#)		Value Realized on Termination Event as of December 31, 2023 ($)(1)
Thomas J. Lorenzini		6,352		82,195
Fernando Diaz(2)		1,831		23,693
Tiffany R. Sy(3)		3,800		49,172

(1)

Equals the number of unvested Common Shares multiplied by the closing price of the Common Shares on December 29, 2023.

(2)

Mr. Diaz was appointed as Chief Financial Officer and Treasurer effective October 1, 2023. The Common Shares awarded to Mr. Diaz in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR prior to becoming an executive officer of our Company.

(3)

This amount includes 400 Common Shares awarded to Ms. Sy in her capacity as an officer and employee of RMR prior to becoming an executive officer of our Company.

Although we have no formal policy, plan or arrangement for payments to employees of Tremont or RMR in connection with the termination of their employment with Tremont or RMR, we may in the future provide on a discretionary basis for the acceleration of vesting of Common Shares previously awarded to them under the 2021 Equity Plan depending on various factors we then consider relevant and if we believe it is in our best interests to do so.

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For a discussion of the consequences of a Change in Control or Termination Event under our business management agreement with Tremont and RMR, see the “Certain Related Person Transactions” section.

Pay Versus Performance

The following table and footnotes summarize the total compensation we paid to our named executive officers (our “NEOs”), compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of the Company and our net income for the past three fiscal years. None of our NEOs is employed by us. Tremont, a subsidiary of RMR, provides, or arranges with RMR to provide, services that otherwise would be provided by employees and either RMR or Tremont employs and compensates our NEOs directly and in their sole discretion in connection with their services rendered to Tremont, RMR, to us and other companies to which RMR or Tremont provide management services. For information regarding the compensation paid by us to Tremont and RMR, please see the below “Certain Related Person Transactions” section. We do not pay our NEOs salaries or bonuses or provide other cash compensation or employee benefits. We provide equity incentive compensation to our NEOs pursuant to the terms of our 2021 Equity Plan.

Pay Versus Performance

Year	Summary Compensation Table Total for Principal Executive Officer (“PEO”)		Compensation Actually Paid to PEO(1)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs(2)(3)		Value of initial fixed $100 Investment Based on Total Shareholder Return*		Net Income ($000s)
2023		$45,856		$67,918		$27,142		$35,441		$161.46		$25,965
2022		38,907		32,294		8,192		4,453		99.58		27,640
2021		36,425		39,029		36,435		68,487		103.44		24,650

The cumulative total shareholder return (“TSR”) for 2021 is based on the period from January 5, 2021 through December 31, 2021, and the three year cumulative TSR for 2023 is based on the period from January 5, 2021 through December 31, 2023. On January 5, 2021, we ceased to be a registered investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended. Since that deregistration, we fully implemented the change in our business mandate that our shareholders had approved in April 2020 to focus primarily on originating and investing in first mortgage whole loans secured by middle market and transitional CRE. Accordingly, we have not included the time period prior to that deregistration in the calculation of TSR.

(1)

The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.

PEO Compensation Actually Paid

	Year			PEO Name			Total Compensation Per Summary Compensation Table Less 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
	2023			Thomas Lorenzini					$7,531						$36,232						$13,675						$7,665						$2,815						$60,387						$67,918

(2)

The only non-PEO NEOs for 2023 are Fernando Diaz and Tiffany R. Sy.

(3)

The following table summarizes the applicable deductions and additions for each of the Non-PEO NEOs in the calculation of Compensation Actually Paid to each Non-PEO NEO.

Average Non-PEO NEOs—Compensation Actually Paid

	Year			Total Compensation Per Summary Compensation Table Less 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
	2023				$	2,504						$23,292						$3,910						$4,928						$807						$32,937						$35,441

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Relationship Description

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PROPOSAL 3:

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS

Our Audit Committee has the sole authority and responsibility to hire, evaluate and, when appropriate, replace our independent auditors and is directly responsible for the appointment, compensation and general oversight of the work of our independent auditors. Our Audit Committee is responsible for approving the audit and permissible non-audit services provided by our independent auditors and the associated fees.

Our Audit Committee evaluates the performance of our independent auditors annually and determines whether to re-engage the current independent auditors or consider other audit firms. In doing so, our Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ technical expertise and knowledge of our operations and industry, the auditors’ independence, the results of inspections by the Public Company Accounting Oversight Board (“PCAOB”) and peer quality reviews of the auditors and the auditors’ reputation in the marketplace. In connection with the mandated rotation of our independent auditors’ lead engagement partner, our Audit Committee and its Chair consider the selection of the new lead engagement partner identified by our independent auditors.

Based on this evaluation, our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent auditors for the fiscal year ending December 31, 2024. Deloitte has served as our independent auditor since December 2020 and is considered by management and our Audit Committee to be well-qualified.

Our Audit Committee has determined to submit its selection of our independent auditors to our shareholders for ratification. This vote will ratify prior action by our Audit Committee and will not be binding upon our Audit Committee. However, our Audit Committee may reconsider its prior appointment of our independent auditors or consider the results of this vote when it determines who to appoint as our independent auditors in the future.

Audit Fees and All Other Fees

The following table shows the fees for audit and other services provided to us by Deloitte for the fiscal years ended December 31, 2023 and 2022.

	2023 Fees(1)			2022 Fees
Audit Fees		$	432,800		$	383,552
Audit Related Fees			—			—
Tax Fees			7,350			7,350
All Other Fees			948			948

(1)

The amount of audit fees for 2023 is based on the fees billed and paid to date and on the estimate for remaining fees provided by Deloitte to and approved by our Audit Committee for the services provided by Deloitte. The final amount of fees may vary from the estimate provided.

Audit Fees. This category includes fees associated with the annual financial statements audit and related audit procedures, work performed in connection with any registration statements and any applicable regulatory filings.

Audit Related Fees. This category consists of services that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.” These services principally include consultation on accounting and internal control matters, information systems audits and other attest services.

Tax Fees. This category consists of fees for tax services, including tax compliance, tax advice and tax planning.

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All Other Fees. This category consists of services that are not included in the above categories. The amounts for 2023 and 2022 reflect annual subscription fees for Deloitte’s online accounting research application.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Our Audit Committee has established policies and procedures that are intended to control the services provided by our independent auditors and to monitor their continuing independence. Under these policies, our independent auditors may not undertake any services unless the engagement is specifically approved by our Audit Committee or the services are included within a category that has been approved by our Audit Committee. The maximum charge for services is established by our Audit Committee when the specific engagement or the category of services is approved. In certain circumstances, our management is required to notify our Audit Committee when approved services are undertaken and our Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. RMR’s internal audit group is responsible for reporting to our Audit Committee regarding compliance with these policies and procedures.

Our Audit Committee will not approve engagements of our independent auditors to perform non-audit services for us if doing so will cause our independent auditors to cease to be independent within the meaning of applicable SEC or Nasdaq rules. In other circumstances, our Audit Committee considers, among other things, whether our independent auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers and whether the services are consistent with the PCAOB’s rules.

All services for which we engaged Deloitte in fiscal 2023 and 2022 were approved by our Audit Committee. The total fees for audit and non-audit services provided by Deloitte in fiscal 2023 and 2022 are set forth above and include estimated fee amounts. Our Audit Committee approved the engagement of Deloitte in fiscal 2023 and 2022 to provide the non-audit services described above because it determined that Deloitte providing these services would not compromise its independence and that Deloitte’s familiarity with our record keeping and accounting systems would permit it to provide these services with equal or higher quality, more quickly and at a lower cost than we could obtain comparable quality services from other providers.

Other Information

We have been advised by Deloitte that neither the firm, nor any member of the firm, has any material interest, direct or indirect, in any capacity in us or our subsidiaries.

One or more representatives of Deloitte will be present at our 2024 Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Ratification of the appointment of our independent auditors requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2024 Annual Meeting.

Our Board of Trustees recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as independent auditors.

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REPORT OF OUR AUDIT COMMITTEE

In the course of oversight by the Audit Committee (our “Audit Committee”) of the Board of Trustees (our “Board of Trustees”) of Seven Hills Realty Trust of our financial reporting process, our Audit Committee has: (i) reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2023; (ii) discussed with Deloitte & Touche LLP, our independent auditors, the matters required to be discussed under Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301; (iii) received the written disclosures and the letter from our auditors required by applicable requirements of the PCAOB regarding our independent auditors’ communications with our Audit Committee concerning independence; (iv) discussed with our independent auditors their independence; and (v) considered whether the provision of non-audit services by our independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time.

Based on the foregoing review and discussions, our Audit Committee recommended to our Board of Trustees that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the Securities and Exchange Commission.

Jeffrey P. Somers, Chair
Barbara D. Gilmore
William A. Lamkin
Joseph L. Morea

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FREQUENTLY ASKED QUESTIONS

Proxy Materials and Voting Information

What is included in the proxy materials? What is a proxy statement and what is a proxy?

The proxy materials for our 2024 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 2024 Annual Meeting, this Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2023 (collectively, the “proxy materials”). If you request a paper copy of these materials, the proxy materials will also include a proxy card or voting instruction form.

A proxy statement is a document that SEC regulations require us to give you when we ask you to return a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called your proxy.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with our registrar and transfer agent, Equiniti Shareowner Services, you are considered a shareholder of record of those shares. If you are a shareholder of record, you should receive only one notice or proxy card for all the Common Shares you hold, whether in certificate or book entry form.

If your shares are held in an account you own at a bank or brokerage firm or you hold shares through another nominee, you are considered the “beneficial owner” of those shares. If you are a beneficial owner, you will receive voting instruction information from the bank, broker or other nominee through which you own your Common Shares.

If you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Common Shares you hold of record and a separate voting instruction form for the shares from the bank, broker or other nominee through which you own Common Shares.

What different methods can I use to have my shares voted?

By Telephone or Internet. All shareholders of record as of the close of business on March 14, 2024, the Record Date can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card. Beneficial owners may authorize a proxy by telephone or internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or nominee will include the instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The telephone and internet proxy authorization procedures are designed to authenticate shareholder identities, to allow shareholders to authorize a proxy to vote their shares and to confirm that their instructions have been recorded properly. Proxies submitted by telephone or through the internet must be received by 11:59 p.m., Eastern time, on May 29, 2024 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m., Eastern time, on the day immediately preceding the date of the reconvened meeting.

By Written Proxy. All shareholders of record as of the close of business on the Record Date also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee. Proxies submitted by mail must be received by 11:59 p.m., Eastern time, on May 29, 2024 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m., Eastern time, on the day immediately preceding the date of the reconvened meeting.

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Electronically at our 2024 Annual Meeting.

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All shareholders of record as of the close of business on the Record Date may vote electronically at the meeting, as described in the response to question 12. Even if you plan to attend our 2024 Annual Meeting, we recommend that you follow the voting directions described above, so that your vote will be counted if you later decide not to attend our 2024 Annual Meeting.

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Beneficial owners as of the close of business on the Record Date may vote electronically at our 2024 Annual Meeting if they have a 16 digit control number, as described in the response to questions 11 and 12.

A shareholder may revoke a proxy at any time before it is exercised at our 2024 Annual Meeting, subject to the proxy voting deadlines described above, by authorizing a proxy again on a later date by internet or by telephone, by signing and returning a later dated proxy card or by attending the meeting and voting electronically or by sending an original written statement revoking the prior proxy to our Secretary at our principal executive office (or by hand delivery to the Secretary before the taking of the vote at our 2024 Annual Meeting). Attendance at our 2024 Annual Meeting will not, by itself, revoke a duly executed proxy.

Beneficial owners who wish to change their votes should contact the organization that holds their shares.

Shareholders must register in advance to attend our 2024 Annual Meeting by visiting www.proxyvote.com.

If you have any questions or need assistance in voting your shares or authorizing your proxy, please call the firm assisting us in the solicitation of proxies:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400

Who may vote at our 2024 Annual Meeting?

Holders of record of our Common Shares as of the close of business on the Record Date, or their duly authorized proxies may vote at the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date.

What if I authorize a proxy and do not specify how my shares are to be voted?

If you submit a signed proxy card or authorize a proxy by internet or telephone, but do not indicate how your Common Shares should be voted on one or more proposals, then the proxies will vote your shares as our Board recommends on those proposals. Other than the proposals listed on pages 8, 22 and 27, we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their discretion.

What is a quorum? How are abstentions, withheld votes and broker non-votes counted?

A quorum of shareholders is required for shareholders to take action at our 2024 Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at our 2024 Annual Meeting constitutes a quorum.

Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter), if any, are included in determining whether a quorum is present. Abstentions are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of any proposal to be acted upon at our 2024 Annual Meeting. A proxy marked “WITHHOLD”

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with respect to Proposal 1 will have the same effect as an abstention. Broker non-votes are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of Proposal 1 and Proposal 2. There can be no broker non-votes on Proposal 3 as it is a matter on which, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on your behalf.

Can I access the proxy materials on the internet? How can I sign up for the electronic proxy delivery service?

The Notice of 2024 Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com. You may access these proxy materials on the internet through the conclusion of our 2024 Annual Meeting.

Instead of receiving future copies of our proxy materials by mail, shareholders of record, as of the close of business on the Record Date, and most beneficial owners may elect to receive these materials electronically. Opting to receive your future proxy materials electronically will reduce the environmental impact of our annual meeting, save us the cost of printing and mailing documents, and also will give you an electronic link to our proxy voting site. Your Notice Regarding the Availability of Proxy Materials instructs you as to how you may request electronic delivery of future proxy materials.

How are proxies solicited and what is the cost?

We bear all expenses incurred in connection with the solicitation of proxies on behalf of the Company. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist with the solicitation of proxies for an estimated fee of $12,000 plus reimbursement of expenses. We have agreed to indemnify Morrow Sodali against certain liabilities arising out of our agreement with Morrow Sodali. We will request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Common Shares and to obtain their voting instructions. We will reimburse those firms for their expenses of forwarding proxy materials.

Proxies may also be solicited, without additional compensation, by our Trustees and officers, and by RMR, its officers and employees and its parent’s and subsidiaries’, including our manager, Tremont, directors, trustees, officers and employees, by mail, telephone or other electronic means or in person.

What is householding?

As permitted by the Exchange Act and our Bylaws, we may deliver to shareholders only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 2024 Annual Meeting, this Proxy Statement and the Annual Report to Shareholders residing at the same address, unless a shareholder at such address has notified us of such shareholder’s desire to receive separate copies of those documents. This practice is known as “householding.”

We will deliver a separate copy of any of those documents to you if you write to us at Investor Relations, Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call us at (617) 796-8253. If you want to receive separate copies of our notices regarding the availability of proxy materials, notices of annual meetings, proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above address or telephone number.

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2024 Annual Meeting Information

10.

Why is our 2024 Annual Meeting being held virtually?

To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders. Shareholders attending our 2024 Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would have had at an in-person meeting.

11.

How do I attend our virtual 2024 Annual Meeting?

In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on May 29, 2024. Attendance at the meeting is limited to our Trustees and officers, shareholders as of the close of business on the Record Date or their duly authorized representatives or proxies, and other persons permitted by the chair of the meeting.

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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 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card.

•

Beneficial owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed.

If you have questions regarding preregistration procedures or admission procedures, please call Investor Relations at (617) 796-8253.

12.

How can I vote electronically at our 2024 Annual Meeting if I am a beneficial owner?

If you are a beneficial owner and want to vote your shares at our 2024 Annual Meeting, you need to have a 16 digit control number from your bank, broker or other nominee. Please follow the procedures described in the response to questions 3 and 11.

You will not be able to vote your shares at the meeting without a 16 digit control number. We encourage you to vote your shares in advance, even if you intend to attend the meeting.

13.

How can I ask questions at our 2024 Annual Meeting?

Shareholders as of the close of business on the Record Date who attend and participate in our 2024 Annual Meeting at https://www.virtualshareholdermeeting.com/SEVN2024 will have an opportunity to submit questions live via the internet during a designated portion of the program. Shareholders must have available their control number provided on their proxy card or voting instruction form.

If you experience any technical difficulties accessing our 2024 Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual shareholder login site for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of our 2024 Annual Meeting.

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Company Documents, Communications and Shareholder Proposals

14.

How can I view or request copies of our SEC filings and other documents?

You can visit our website to view our Governance Guidelines, Board committee charters and Code. To view these documents, go to www.sevnreit.com, click on “Investors” and then click on “Governance.” To view our SEC filings and Forms 3, 4 and 5 filed by our Trustees and executive officers, go to www.sevnreit.com, click on “Investors,” and then click on “Financial Information.”

We will deliver free of charge, upon request, a copy of our Governance Guidelines, Board committee charters, Code or Annual Report to any shareholder requesting a copy. Requests should be directed to Investor Relations at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

15.

How can I communicate with our Trustees?

Any shareholder or other interested person who wants to communicate with our Trustees should write to such Trustee(s), c/o Secretary, Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email [email protected]. The communication will then be delivered to the Trustee(s).

16.

How do I submit a nomination or other proposal for action at the 2025 annual meeting of shareholders?

A nomination or other proposal for action to be presented by any shareholder at our 2025 annual meeting of shareholders must be submitted as follows:

•

For a proposal to be eligible to be included in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received at our principal executive office by November 20, 2024.

•

If the proposal is not to be included in the proxy statement pursuant to Rule 14a-8, the proposal must be made in accordance with the procedures and requirements set forth in our Bylaws and must be delivered to us not later than 5:00 p.m., Eastern time, on November 20, 2024 and not earlier than October 21, 2024.

Proposals should be sent to our Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

For additional information regarding how to submit a shareholder proposal, see page 7 of this Proxy Statement.

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RELATED PERSON TRANSACTIONS

The descriptions of agreements in this “Related Person Transactions” section do not purport to be complete and are subject to, and qualified in their entirety by, reference to the actual agreements, copies of certain of which are filed as exhibits to our SEC filings.

A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we were, are or will be a participant, (ii) the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and (iii) any related person had, has or will have a direct or indirect material interest.

A “related person” means any person who is, or at any time since January 1, 2023 was:

•

a Trustee, a nominee for Trustee or an executive officer of ours;

•

known to us to be the beneficial owner of more than 5.0% of the outstanding Common Shares when a transaction in which such person had a direct or indirect material interest occurred or existed;

•

an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or

•

a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

We have adopted written Governance Guidelines that describe the consideration and approval of related person transactions. Under these Governance Guidelines, we may not enter into a transaction in which any Trustee or executive officer, any member of the immediate family of any Trustee or executive officer or other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board and our Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Trustees, even if the disinterested Trustees constitute less than a quorum. If there are no disinterested Trustees, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of our Board and (ii) the affirmative vote of a majority of the Independent Trustees. In determining whether to approve or ratify a transaction, our Board, or disinterested Trustees or Independent Trustees, as the case may be, also act in accordance with any applicable provisions of our Declaration of Trust and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us. All related person transactions described in Annex A to this Proxy Statement were reviewed and approved or ratified by a majority of the disinterested Trustees or otherwise in accordance with our policies, Declaration of Trust and Bylaws, each as described above and Maryland law. In the case of any transactions with us by employees of RMR and its subsidiaries, including Tremont, who are subject to the Code but who are not our Trustees or executive officers, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. Copies of our Governance Guidelines and the Code are available on our website, www.sevnreit.com.

Certain related person transactions are set forth in Annex A to this Proxy Statement.

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OTHER INFORMATION

At this time, we know of no other matters that will be brought before the meeting. If, however, other matters properly come before the meeting or any postponement or adjournment, the persons named in the accompanying proxy card intend to vote the shares for which they have been appointed or authorized as proxy in accordance with their discretion on such matters to the maximum extent that they are permitted to do so by applicable law.

Jennifer B. Clark
Secretary

Newton, Massachusetts
March 20, 2024

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ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS

Relationships with Tremont, RMR and Others Related to Them. We have relationships and historical and continuing transactions with Tremont, RMR, RMR Inc. and others related to them, including some of the RMR Clients, and some of which have trustees, directors or officers who are also our Trustees or officers. Tremont is a subsidiary of RMR, which is a majority owned subsidiary of RMR Inc., and RMR Inc. is the managing member of RMR. RMR provides certain shared services to Tremont that are applicable to us, and we reimburse Tremont or pay RMR for the amounts Tremont or RMR pays for those services. One of our Managing Trustees and Chair of our Board, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and he is also a director of Tremont, the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., and an officer and employee of RMR. Matthew P. Jordan, our other Managing Trustee, is a director and the president and chief executive officer of Tremont. Mr. Jordan is also an officer of RMR Inc. and an officer and employee of RMR, and our other officers are officers and employees of Tremont and/or RMR.

Our Independent Trustees also serve as independent trustees of some of the public RMR Clients. Mr. Portnoy serves as the chair of the board and as a managing trustee of each of these public companies, and other officers of RMR, including Mr. Jordan and certain of our other officers and officers of Tremont, serve as managing trustees, managing directors or officers of certain of these companies.

Our Manager, Tremont. We have no employees. The personnel and various services we require to operate our business are provided to us by Tremont pursuant to a management agreement between us and Tremont, which provides for the day to day management of our operations by Tremont, subject to the oversight and direction of our Board.

Management Agreement with Tremont

Under our management agreement with Tremont, we are responsible to pay Tremont the following:

•

Base Management Fee. We are required to pay Tremont an annual base management fee equal to 1.5% of our “Equity,” payable in cash quarterly (0.375% per quarter) in arrears. Under our management agreement, “Equity” means (a) the sum of (i) our net asset value as of January 5, 2021, plus (ii) the net proceeds received by us from any future sale or issuance of shares of beneficial interest, plus (iii) our cumulative Core Earnings, as defined below, for the period commencing on January 5, 2021 to the end of the applicable most recent completed calendar quarter, less (b) (i) any distributions previously paid to holders of Common Shares, (ii) any incentive fee previously paid to Tremont and (iii) any amount that we may have paid to repurchase Common Shares. All items in the foregoing sentence (other than clause (a)(iii)) are calculated on a daily weighted average basis. As a result of the merger of Tremont Mortgage Trust (“TRMT”) with and into us on September 30, 2021 (the “Merger”), as of September 30, 2021, the net book value of TRMT was included as “Equity” under the management agreement.

•

Incentive Fee. We are required to pay Tremont quarterly an incentive fee in arrears in cash equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) our Core Earnings for the most recent 12 month period, including the calendar quarter for which the calculation of the incentive fee is being made, and (B) the product of (1) our Equity in the most recent 12 month period, including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period. No incentive fee shall be payable with respect to any calendar quarter unless Core Earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero.

For purposes of the calculation of base management fees and incentive fees payable to Tremont under our management agreement, “Core Earnings” is defined as net income (or loss) attributable to our common shareholders, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), including realized losses not otherwise included in GAAP net income (loss), and excluding: (a) the incentive fees earned by Tremont; (b) depreciation and amortization of real estate owned and related intangible assets (if any); (c) non-cash equity compensation expense (if any); (d) unrealized gains, losses and other similar

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non-cash items that are included in net income for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income or loss under GAAP); and (e) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussion between Tremont and our Independent Trustees and approved by a majority of our Independent Trustees. Core Earnings are reduced for realized losses on loan investments when amounts are deemed uncollectable. Pursuant to the terms of our management agreement, the exclusion of depreciation and amortization from the calculation of Core Earnings shall only apply with respect to real property we own. Our shares of beneficial interest that are entitled to a specific periodic distribution or have other debt characteristics will not be included in “Equity” for the purpose of calculating incentive fees payable to Tremont. Instead, the aggregate distribution amount that accrues to such shares during the calendar quarter of such calculation will be subtracted from Core Earnings for purposes of calculating incentive fees, unless such distribution is otherwise already excluded from Core Earnings. Equity and Core Earnings as defined in our management agreement are non-GAAP financial measures and may be different than our shareholders’ equity and our net income calculated according to GAAP.

We recognized base management fees of $4.3 million for the fiscal year ended December 31, 2023. We recognized incentive fees of $1.0 million for the fiscal year ended December 31, 2023.

Term and Termination. The initial term of our management agreement ended on December 31, 2023, and the agreement automatically renewed for a successive one year term on January 1, 2024 and will renew for successive one year terms each January 1 thereafter, unless it is sooner terminated upon written notice delivered no later than 180 days prior to a renewal date by the affirmative vote of at least two-thirds (2/3) of our Independent Trustees based upon a determination that: (a) Tremont’s performance is unsatisfactory and materially detrimental to us or (b) the base management fee and incentive fee, taken as a whole, payable to Tremont under our management agreement are not fair to us (provided that, in the instance of (b), Tremont will be afforded the opportunity to renegotiate the base management fee and incentive fee prior to termination). Our management agreement may be terminated by Tremont before each annual renewal upon written notice delivered to our Board no later than 180 days prior to an annual renewal date. We may also terminate our management agreement at any time without the payment of any termination fee, with at least 30 days’ prior written notice from us upon the occurrence of a “cause event,” as defined in the management agreement. Tremont may terminate our management agreement in certain other circumstances, including if we become required to register as an investment company under the 1940 Act, for our uncured “material breach,” as defined in the management agreement, we materially reduce Tremont’s duties and responsibilities or scope of its authority under the management agreement or we cease or take steps to cease to conduct the business of originating or investing in CRE loans.

Termination Fee. In the event our management agreement is terminated by us without a cause event or by Tremont for a material breach, we will be required to pay Tremont a termination fee equal to: (a) three times the sum of (i) the average annual base management fee and (ii) the average annual incentive fee, in each case paid or payable to Tremont during the 24 month period immediately preceding the most recently completed calendar quarter prior to the date of termination or, if such termination occurs within 24 months of its initial commencement, the base management fee and the incentive fee will be annualized for such two year period based on such fees earned by Tremont during the period from January 5, 2021 through the most recently completed calendar quarter prior to the termination date, plus (b) $1.6 million. In addition, in connection with the Merger and the termination of TRMT’s management agreement with Tremont, the initial organizational costs related to TRMT’s formation and the costs of its initial public offering and the concurrent private placement that Tremont had paid pursuant to that management agreement of $6.7 million will be included in the “Termination Fee” under and as defined in our management agreement with our Manager.

No termination fee will be payable if our management agreement is terminated by us for a cause event or by Tremont without our material breach.

Expense Reimbursement. Tremont, and not us, is responsible for the costs of its employees who provide services to us, including the cost of Tremont’s personnel who originate our loans, unless any such payment or reimbursement is specifically approved by a majority of our Independent Trustees, is a shared services cost or relates to awards made under any equity compensation plan adopted by us. Generally, it is the practice of Tremont and RMR to treat individuals who spend 50% or more of their business time providing services to Tremont as employees of Tremont. We are required to pay or to reimburse Tremont and its affiliates for all other costs and expenses of our operations, including but not limited to, the cost of rent, utilities, office

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furniture, equipment, machinery and other overhead type expenses, the costs of legal, accounting, auditing, tax planning and tax return preparation, consulting services, diligence costs related to our investments, investor relations expenses and other professional services, and other costs and expenses not specifically required under our management agreement to be borne by Tremont. Some of these overhead, professional and other services are provided by RMR pursuant to a shared services agreement between Tremont and RMR. We reimburse Tremont for shared services costs Tremont pays to RMR and its affiliates, and these reimbursements include an allocation of the cost of applicable personnel employed by RMR and our share of RMR’s costs of providing our internal audit function, with such shared services costs subject to approval by a majority of our Independent Trustees at least annually. We incurred shared services costs of $2.6 million for the year ended December 31, 2023, payable to Tremont as reimbursement for shared services costs it paid to RMR.

Business Opportunities. Under our management agreement, we and Tremont have agreed that for so long as Tremont is managing us, neither Tremont nor any of its affiliates, including RMR, will sponsor or manage any other publicly traded REIT, that invests primarily in first mortgage loans secured by middle market and transitional CRE located in the United States, unless such activity is approved by our Independent Trustees. However, our management agreement does not prohibit Tremont or its affiliates (including RMR) or their respective directors, trustees, officers, employees or agents from competing or providing services to other persons, funds and investment vehicles, private REITs or other entities that may compete with us, including, among other things, with respect to the origination, acquisition, making, arranging or managing of first mortgage loans secured by middle market or transitional CRE or other investments like those we intend to make.

Because Tremont and RMR will not be prohibited from competing with us in all circumstances, and RMR provides management services to other companies, conflicts of interest exist with regard to the allocation of investment opportunities and for the time and attention of Tremont, RMR and their personnel. Our management agreement acknowledges these conflicts of interest and, in that agreement, we agree that Tremont, RMR and their subsidiaries may resolve such conflicts in good faith in their fair and reasonable discretion. In the case of a conflict involving the allocation of investment opportunities among advisory clients of Tremont, Tremont, RMR and their subsidiaries will endeavor to allocate such investment opportunities in a fair and equitable manner, taking into account such factors as they deem appropriate. With respect to mortgage loan investments, which are the only types of investment opportunity that may be appropriate for more than one advisory client of Tremont, Tremont has established an investment committee that is responsible for evaluating mortgage loan origination opportunities and making determinations as to whether to move forward with funding a loan, taking into account advisory clients’ investment considerations. In circumstances where an investment opportunity, after taking into account advisory clients’ investment considerations, is deemed appropriate for more than one advisory client, Tremont will generally allocate such opportunity on a rotational basis.

Our management agreement also provides that if Tremont, its affiliates (including RMR) or any of their respective directors, trustees, officers, employees or agents acquires knowledge of a potential business opportunity, we renounce any potential interest or expectation in, or right to be offered or to participate in, such business opportunity to the maximum extent permitted by Maryland law.

Liability and Indemnification. Tremont maintains a contractual as opposed to a fiduciary relationship with us. Pursuant to our management agreement, Tremont does not assume any responsibility other than to render the services called for thereunder in good faith and is not responsible for any action of our Board in following or declining to follow its advice or recommendations. Under the terms of our management agreement, Tremont and its affiliates, including RMR, and their respective directors, trustees, officers, shareholders, owners, members, managers, employees and personnel will not be liable to us or any of our Trustees, shareholders or subsidiaries, or any of the trustees, directors or shareholders of any of our subsidiaries, for any acts or omissions related to the provision of services to us under our management agreement, except by reason of acts or omissions that have been determined in a final, non-appealable adjudication to have constituted bad faith, fraud, intentional misconduct, gross negligence or reckless disregard of the duties of Tremont under our management agreement. In addition, under the terms of our management agreement, we agree to indemnify, hold harmless and advance expenses to Tremont and its affiliates, including RMR, and their respective directors, trustees, officers, shareholders, owners, members, managers, employees and personnel from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, including all reasonable attorneys’, accountants’ and experts’ fees and expenses, arising

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from any acts or omissions related to the provision of services to us or the performance of any matters pursuant to an instruction by our Board, except to the extent there is a final, non-appealable adjudication that such acts or omissions constituted bad faith, fraud, intentional misconduct, gross negligence or reckless disregard of the duties of Tremont under our management agreement. Such persons will also not be liable for trade errors that may result from ordinary negligence, including errors in the investment decision making or trade process.

Share Awards to Tremont and RMR Employees. During 2023, we awarded Common Shares to our officers and other employees of RMR and/or Tremont. One fifth of these awards vested on the grant date of the awards and one fifth vests on each of the next four anniversaries of the grant dates of the awards. During 2023, we awarded to our officers and employees of RMR and/or Tremont awards of 80,000 Common Shares, valued at approximately $0.9 million, in aggregate, based upon the closing price of the Common Shares on the Nasdaq on the date the awards were granted under the 2021 Equity Plan. These share awards to employees of Tremont and/or RMR are in addition to the share awards made to our Managing Trustees, as Trustee compensation, and the fees we paid to Tremont. During 2023, we purchased 17,421 Common Shares, at the closing price of the Common Shares on Nasdaq on the date of purchase, from certain of our current and former officers and other employees of Tremont and/or RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of the Common Shares. The aggregate value of the Common Shares purchased during the year ended December 31, 2023 was $0.2 million.

On occasion, we have entered into arrangements with former employees of RMR or Tremont in connection with the termination of their employment with RMR or Tremont, providing for the acceleration of vesting of Common Share awards previously awarded to them under our equity compensation plans. The aggregate value of the Common Share awards we so accelerated, measured as of the effective dates of acceleration, was approximately $0.2 million, in aggregate, for the year ended December 31, 2023.

Additionally, each of our executive officers during 2023 received share awards of RMR Inc. and other RMR Clients, in their capacities as officers or employees of RMR and/or Tremont.

Directors’ and Officers’ Liability Insurance. We, RMR Inc. and certain other RMR Clients, participate in a combined directors’ and officers’ liability insurance policy. We paid a premium of $0.1 million for this coverage for the policy years ending September 30, 2023, 2024 and 2025.

Other. In addition to the fees and expense reimbursements payable to Tremont under our management agreement, Tremont and its affiliates may benefit from other fees paid to them in respect of our investments. For example, if we seek to securitize some of our CRE loans, Tremont or its affiliates may act as collateral manager. In any of these or other capacities, Tremont and its affiliates may receive fees for their services if approved by a majority of our Independent Trustees.

The foregoing descriptions of our agreements with Tremont, RMR and other related persons are summaries and are qualified in their entirety by the terms of the agreements. A further description of the terms of certain of those agreements is included in the Annual Report. In addition, copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained from the SEC’s website, www.sec.gov. We may engage in additional transactions with related persons, including businesses to which Tremont, RMR or their affiliates provide management services.

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THANK YOU

Thank you for being a shareholder of Seven Hills Realty Trust.

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V35734-P09423 ! ! INVESTOR RELATIONS SEVEN HILLS REALTY TRUST 255 WASHINGTON STREET, SUITE 300 NEWTON, MASSACHUSETTS 02458 Nominee (for Managing Trustee in Class II): Adam D. Portnoy Nominee (for Independent Trustee in Class II): Jeffrey P. Somers 3. Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2024 fiscal year. 2. Advisory vote to approve executive compensation. SEVEN HILLS REALTY TRUST The Board of Trustees Recommends a Vote FOR all the Nominees for Trustee in Proposal 1 and FOR Proposals 2 and 3. 1. Election of Trustees. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. (NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer, indicating title. If a partnership, please sign in partnership name by authorized person indicating title.) For Withhold ! ! For Against Abstain ! ! ! ! ! ! AUTHORIZE YOUR PROXY BY INTERNET Before the meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 29, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to submit your voting instructions. AUTHORIZE YOUR PROXY BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 29, 2024. Have your proxy card in hand when you call and then follow the instructions. If the meeting is postponed or adjourned, the above times will be extended to 11:59 p.m., Eastern Time, on the day before the reconvened meeting. AUTHORIZE YOUR PROXY BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Seven Hills Realty Trust, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE BY VIRTUALLY ATTENDING THE MEETING You must register in advance to attend the meeting by visiting the "Attend a Meeting" link at www.proxyvote.com. During the meeting - Go to https://www.virtualshareholdermeeting.com/SEVN2024 You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand when you access the website and follow the instructions provided on the website. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Seven Hills Realty Trust in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically by email or over the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. SCAN TO VIEW MATERIALS & VOTE

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V35735-P09423 SEVEN HILLS REALTY TRUST ANNUAL MEETING OF SHAREHOLDERS May 30, 2024, 9:30 a.m., Eastern Time Virtually via the Internet at https://www.virtualshareholdermeeting.com/SEVN2024 The 2024 Annual Meeting of Shareholders of Seven Hills Realty Trust will address the following items of business: 1. Election of the Trustees named in the Proxy Statement to the Company's Board of Trustees; 2. Advisory vote to approve executive compensation; 3. Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2024 fiscal year; and 4. Transaction of such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. Please see the Proxy Statement for attendance instructions. SEVEN HILLS REALTY TRUST ANNUAL MEETING OF SHAREHOLDERS May 30, 2024, 9:30 a.m., Eastern Time Important Notice Regarding the Availability of Proxy Materials: The proxy materials for the 2024 Annual Meeting of Shareholders of Seven Hills Realty Trust (the "Company"), including the Company's Annual Report and Proxy Statement, are available on the Internet. To view the

proxy materials or authorize your proxy by Internet, by telephone or by mail, please follow the instructions on the reverse side hereof. This proxy is solicited on behalf of the Board of Trustees of Seven Hills Realty Trust. The undersigned shareholder of the Company hereby appoints Jennifer B. Clark and Adam D. Portnoy, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the 2024 Annual Meeting of Shareholders of the Company to be held virtually via the Internet at https://www.virtualshareholdermeeting.com/SEVN2024, on May 30, 2024, at 9:30 a.m., Eastern Time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Annual Report and the Proxy Statement, which includes the Notice of 2024 Annual Meeting of Shareholders, each of which is incorporated herein by reference, and revokes any proxy heretofore given with respect to the meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES, IN THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. See reverse for instructions on how to authorize a proxy. Proxy

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Date	Price Target	Rating	Analyst
8/2/2024	$15.00	Buy	Janney
6/29/2022	$13.50	Mkt Perform → Mkt Outperform	JMP Securities

SEC Form DEF 14A filed by Seven Hills Realty Trust

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Seven Hills Realty Trust Appoints Fernando Diaz Chief Financial Officer and Treasurer

Seven Hills Realty Trust Appoints Tiffany Sy as Chief Financial Officer and Treasurer

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CFO & Treasurer Diaz Fernando covered exercise/tax liability with 70 units of Common Shares of Beneficial Interest, decreasing direct ownership by 0.81% to 8,519 units (SEC Form 4)

Director Jordan Matthew P. covered exercise/tax liability with 968 units of Common Shares of Beneficial Interest, decreasing direct ownership by 1% to 67,553 units (SEC Form 4)

CFO & Treasurer Diaz Fernando covered exercise/tax liability with 351 units of Common Shares of Beneficial Interest, decreasing direct ownership by 4% to 8,589 units (SEC Form 4)

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Janney initiated coverage on Seven Hills Realty Trust with a new price target

Seven Hills Realty Trust upgraded by JMP Securities with a new price target

$SEVN Large Ownership Changes

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Amendment: SEC Form SC 13G/A filed by Seven Hills Realty Trust

SEC Form SC 13G filed by Seven Hills Realty Trust

Amendment: SEC Form SC 13G/A filed by Seven Hills Realty Trust

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SEC Form 10-Q filed by Seven Hills Realty Trust

Seven Hills Realty Trust filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

Seven Hills Realty Trust filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

JMP Securities Maintains Market Outperform on Seven Hills Realty Trust, Raises Price Target to $14

Seven Hills Realty Trust To Be Added To Russell 3000 Index After Market Close On June 28, 2024

JonesTrading Reiterates Buy on Seven Hills Realty Trust, Maintains $15 Price Target

Seven Hills Realty Trust Announces Third Quarter 2024 Results

Seven Hills Realty Trust Announces Quarterly Dividend on Common Shares

Seven Hills Realty Trust Third Quarter 2024 Conference Call Scheduled for Tuesday, October 29th

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