6    THE RMR GROUP INC.   2019 Proxy Statement

If you return a signed proxy card or authorize a proxy by internet or telephone and do not specify a choice for a matter, you will be instructing your proxy to vote in the manner recommended by the Board on that matter:

•

FOR the election of all Director nominees identified in this Proxy Statement; and



•

FOR the ratification of the appointment of Ernst & Young LLP as independent auditors.

If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, the following applies:

Non-Discretionary Items.    The election of Directors is a non-discretionary item and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. The result of the inability of a broker, bank or other nominee to vote on a non-discretionary item for which it has not received specific voting instructions from beneficial owners is referred to as a broker non-vote.

Discretionary Items.    The ratification of the appointment of Ernst & Young LLP as independent auditors is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

A quorum of shareholdersThe Board is required forelected by shareholders to take action atoversee the 2019 Annual Meeting.Company's business and long term strategy. As part of fulfilling its responsibilities, the Board oversees the safeguarding of the Company's assets, the maintenance of appropriate financial and other internal controls and the Company's compliance with applicable laws and regulations. Inherent in these responsibilities is the Board's understanding and oversight of the various risks the Company faces. The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at the 2019 Annual Meeting constitutes a quorum.

Abstentions and broker non-votes are included in determining whether a quorum is present. Abstentions are not votes cast and, therefore, willBoard considers that risks should not be includedviewed in vote totalsisolation and will have no effectshould be considered in virtually every business decision and as part of the Company's business strategy.

The Board oversees risk as part of its general oversight of the 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. The day to day business of the Company is conducted by management, and management is responsible for incorporating risk management in its activities. The Company's Director of Internal Audit reports to the Audit Committee and provides the Company advice and assistance with the Company's risk management function.

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

•

reports on market and industry conditions;



•

operating and regulatory compliance reports;



•

financial reports;



•

reports on risk management activities;



•

regulatory and legislative updates that may impact the Company;



•

reports on the outcomesecurity of any Item to be votedthe Company's information technology processes and the Company's data; and



•

legal proceedings updates and reports on at the 2019 Annual Meeting. A proxy marked "WITHHOLD" with respect to Item 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 Item 1. There can be no broker non-votes on Item 2 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.

9.    What may I do if I change my mind after I authorize a proxy to vote my shares?

Shareholders have the right to revoke a proxy at any time before it is voted at the 2019 Annual Meeting, subject to the proxy voting deadlines described above. Shareholders may revoke a proxy by authorizing a proxy again on a later date by internet or by telephone (only the last internet or telephone proxy submitted prior to the meeting will be counted) or by signing and returning a later dated proxy card or by attending the meeting and voting in person. If you are a beneficial owner, see the response toquestion 15.

business related matters.

4    THE RMR GROUP INC.     2019 Proxy Statement    7

A shareholder's attendance at the 2019 Annual Meeting will not revoke that shareholder's proxy unless that shareholder votes again at the meeting or sends an original written statement to the Secretary of the Company revoking the prior proxy. An original written notice of revocation or subsequent proxy should be delivered to The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, Attention: Secretary, or hand delivered to the Secretary before the taking of the vote at the 2019 Annual Meeting.

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

The Notice of 2019 Annual Meeting, this Proxy Statement and the Annual Report are available atwww.proxyvote.com. You may access these proxy materials on the internet through the conclusion of the 2019 Annual Meeting.

Instead of receiving future copies of the Company's proxy materials by mail, shareholders of record and most beneficial owners may elect to receive these materials electronically. Opting to receive your future proxy materials electronically will 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.

The Company will report the final results in a Current Report on Form 8-K filed with the SEC following the completion of the 2019 Annual Meeting.

The Company bears all expenses incurred in connection with the solicitation of proxies. We will request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Class A 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 the Company's and its subsidiaries' directors, officers and employees, by mail, telephone or other electronic means or in person.

As permitted by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we may deliver only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 2019 Annual Meeting, this Proxy Statement and the Annual Report to Shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple 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 the Company at Investor Relations, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call the Company at (617) 796-8230. 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.

8    THE RMR GROUP INC.   20192020 Proxy Statement

2019 Annual Meeting InformationTable of Contents

All attendees need to bring photo identification for admission. Please note that camerasmatters among themselves and audio or video recorders are not permitted at the meeting. Any cell phones, pagers or similar electronic devices must be shut off for the durationwith management of the meeting.Company, the Director of Internal Audit, legal counsel, the Company's independent auditors and other professionals, as appropriate.

Attendance atThe Audit Committee takes a leading role in helping the meeting is limitedBoard fulfill its responsibilities for oversight of the Company's financial reporting, internal audit function, risk management and the Company's compliance with legal and regulatory requirements. The Board and Audit Committee review periodic reports from the Company's independent auditors regarding potential risks, including risks related to the Company's Directorsinternal control over financial reporting. The Audit Committee also reviews, approves and officers, shareholders asoversees an internal audit plan developed by the Company's Director of Internal Audit with the goal of helping the Company systematically evaluate the effectiveness of its risk management, control and governance processes on an annual basis. The Audit Committee considers risks relating to cybersecurity, receiving regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company, including updates on the internal and external cybersecurity landscape and relevant technical developments. The Audit Committee meets at least quarterly and reports its findings to the Board. The Audit Committee also meets periodically with the Company's Director of Internal Audit to review the results of the Record Date (January 16, 2019)Company's internal audits, and directs or recommends to the Board actions or changes it determines appropriate to enhance or improve the effectiveness of the Company's risk management. The Compensation Committee whose duties are detailed in its charter, among other duties, evaluates the performance of the Company's Director of Internal Audit. Also, the Compensation Committee and the Board consider that the Company has a share award program that requires share awards to executive officers to vest over a period of years. The Company believes that the use of share awards vesting over time rather than stock options mitigates the incentives for the Company's management to undertake undue risks and encourages management to make longer term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate all risks and their duly authorized representatives or proxies,possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for the Company to bear certain risks to achieve its objectives. As a result of the foregoing and other persons permitted byfactors, the Chairman ofCompany's ability to manage risk is subject to substantial limitations.

To learn more about the meeting.

•

Record owners:  Ifrisks facing the Company, you are a shareholder as ofcan review the Record Date who holds shares directly, you need not present any documentationmatters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward Looking Statements" in our Annual Report to attendShareholders for the year ended September 30, 2019 ("Annual Meeting, other than photo identification.



•

Beneficial owners: If you are a shareholder as of the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you must present evidence of your beneficial ownership of shares. For this purpose, a copy of a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable and such copy may be retained by the Company. Please note that you will not be able to vote your shares at the meeting without a legal proxy, asReport"). The risks described in the response toquestion 15.



•

Authorized named representatives: If youAnnual Report are a shareholder as ofnot the Record Dateonly risks facing the Company. Additional risks and intend to appoint an authorized named representative to attend the meeting on your behalf, including if you are a corporation, partnership, limited liability companyuncertainties not currently known or other entity, you must notify us of your intent by regular mail to our Secretary or by email to secretary@rmrgroup.com.Requests for authorized named representatives to attend the meeting mustthat may currently be received no later than Monday, April 1, 2019, or if the meeting is postponed or adjourned to a later date, on or before the 2^nd business day before the reconvened meeting.

Please include the following information when submitting your request:

(1)

Your name and complete mailing address;



(2)

Proof that you owned shares of the Company as of January 16, 2019 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage firm account statement or a letter from the bank, broker or other nominee holding your shares); and



(3)

A signed authorization appointing such individualdeemed to be your authorized named representative at the meeting, which includes the name, address, telephone number and email address of the authorized named representative.

Upon receipt of proper documentation, you and your named representative will receive confirmation that your named representative has been authorized to attend the meeting. For admission to the meeting, the photo ID presented must match the documentation provided in response to item (3) above. The Company reserves the right to limit the number of representatives whoimmaterial also may attend the meeting.

If you have questions regarding these admission procedures, please call Investor Relations at (617) 796-8230.

THE RMR GROUP INC.   2019 Proxy Statement    9

If you are a beneficial owner and want to vote your shares at the 2019 Annual Meeting, you need a legal proxy from your bank, broker or other nominee. You also need to follow the procedures described in the response toquestion 14 and to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response toquestion 14. However, you will not be able to vote your shares at the meeting without a legal proxy. The Company encourages you to vote your shares in advance, even if you intend to attend the meeting.

Company Documents, Communications and Shareholder Proposals

You can visit our website to view our Governance Guidelines, Board committee charters and Code of Business Conduct and Ethics (the "Code"). To view these documents, go towww.rmrgroup.com, click on "Investors & Media" and then click on "Corporate Governance." To viewmaterially adversely affect the Company's SEC filings and Forms 3, 4 and 5 filed by the Company's Directors and executive officers, go towww.rmrgroup.com, click on "Investors & Media" and then click on "Financial Information."

We will deliver freebusiness, financial condition or results of charge, upon request, a copy of the Company's 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.

Any shareholder or other interested person who wants to communicate with the Company's Directors, individually or as a group, should write to the party for whom the communication is intended, c/o Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email secretary@rmrgroup.com. The communication will then be delivered to the appropriate party or parties.

A proposal for action to be presented by any shareholder at the Company's 2020 annual meeting of shareholders must be submitted as follows:

•

For a proposal to be eligible to be includedoperations in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received at the Company's principal executive offices by September 25, 2019.



•

For a nomination or proposal to be timely for purposes of Rule 14a-4(c)(1) under the Exchange Act, the proposal must be received by the Company no later than December 9, 2019.

Proposals should be sent to the Company's 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 31 of this Proxy Statement.

10    THE RMR GROUP INC.   2019 Proxy Statement

future periods.

ELECTION OF DIRECTORS (ITEM 1)

The Board serves as the decision making body of the Company, except for those matters reserved to the shareholders. The Board selects and oversees the Company's officers, who are charged by the Board with conducting the day to day business of the Company.

In accordance with our Articles of Amendment and Restatement (our "Charter") and our Bylaws, the Board currently consists of five members, three of whom are Independent Directors and two of whom are Managing Directors.

A plurality of all the votes cast at the meeting at which a quorum is present is required to elect a Director at the 2019 Annual Meeting.

The Nominating and Governance Committee is responsible for identifying and evaluating nominees for Director and for recommending to the Board nominees for election at each annual meeting of shareholders. The Nominating and Governance Committee may consider candidates suggested by the Company's Directors, officers or shareholders or by others.

Shareholder Recommendations for Nominees. Shareholders who would like to recommend a nominee for the position of Director should submit their recommendations in writing by mail to the Chair of the Nominating and Governance Committee, c/o The RMR Group Inc., Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@rmrgroup.com. A shareholder's recommendation should include any information that the recommending shareholder believes relevant to the Nominating and Governance Committee's consideration. The 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 the Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Directors are responsible for overseeingUnder the Company's business. This significant responsibility requires highly skilled individualscorporate governance listing standards of the Nasdaq, to be considered independent:

•

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



•

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

The Board believes that there are general requirements that are applicable to allis comprised of five Directors, qualifications applicable toincluding three Independent Directors and other skills and experience that should be represented on the Board as a whole, but not necessarily by each Director. In accordance with our Charter and Bylaws, the Board consists of five Directors: two Managing DirectorsDirectors. Under our bylaws, so long as the number of directors is less than five, at least one director must meet the qualifications of a Managing Director and, three Independent Directors.so long as the number of directors is five or greater, at least two directors must meet the qualifications of a Managing Director. As set forth in our Bylaws, Independent Directors are Directors who are not employees of the Company or any of its subsidiaries, are not involved in the Company's or its subsidiaries' day to day activities and are persons

THE RMR GROUP INC.   2020 Proxy Statement    5

Table of Contents

who qualify as independent under the applicable rules of the Nasdaq and the SEC. As set forth in our Bylaws, Managing Directors are Directors who are not Independent Directors and who have been employees of the Company or any of its subsidiaries or involved in the day to day activities of the Company, any of its subsidiaries or any of their predecessors for at least one year prior to such Director's election.

The Board affirmatively determines whether Directors have a direct or indirect material relationship with the Company, including the Company's subsidiaries, other than serving as the Company's Directors or directors of the Company's subsidiaries. In making independence determinations, the Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Director's relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the Director's standpoint, but also from that of the persons or organizations with which the Director has an affiliation. Based on this review, the Board has determined that Ann Logan, Rosen Plevneliev and Walter C. Watkins, Jr. currently qualify as independent directors under applicable Nasdaq and SEC criteria and as Independent Directors under our governing documents. In making these independence determinations, the Board reviewed and discussed additional information provided by the Directors and the Company with regard to each of the Directors' relationships with the Company and its affiliates and those companies to which the Company or its affiliates provide management or advisory services. The Board has concluded that none of these three Directors possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Director or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Pursuant to the Company's Governance Guidelines, our Independent Directors are expected to meet in regularly scheduled meetings at which only Independent Directors are present. Our Independent Directors also meet separately with the Company's officers, with the Company's Director of Internal Audit and with the Company's independent auditors. The presiding Director for purposes of leading Independent Director sessions will be the Chair of the Audit Committee, unless the Independent Directors determine otherwise.

All Directors play an active role in overseeing the Company's business both at the Board and committee levels. As set forth in the Company's Governance Guidelines, the core responsibility of our Directors is to exercise sound, informed and independent business judgment in overseeing the Company and its strategic direction. Our Directors are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit and nonprofit organizations, and also have served as government officials. Our Directors may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of the Company's officers and advisers. The Board is small, which facilitates informal discussions and communication from management to the Board and among Directors. We do not have a Chairman of the Board or a lead Independent Director.

Our Chief Financial Officer and Treasurer and our Director of Internal Audit regularly attend Board and Board committee meetings. Special meetings of the Board may be called at any time by the President or by a majority of the Directors then in office. Our Managing Directors, in consultation with the Company's management and the Director of Internal Audit, set the agenda for Board meetings. Other Directors may suggest agenda items as well. Discussions at Board meetings are led by the Managing Director or the Independent Director who is most knowledgeable on a subject.

Three of our Directors are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of the Audit Committee and the Equity Plan Committee, which is a subcommittee of our Compensation Committee, and, as of January 15, 2020, all of the members of the Compensation Committee and the Nominating and Governance Committee, are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Directors are Managing Directors, persons who have been employees of the Company or any of its subsidiaries or involved in the day to day activities of the Company, any of its subsidiaries or any of their predecessors for at least one year prior to such Director's election.

6    THE RMR GROUP INC.   2020 Proxy Statement

Table of Contents

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

The Company has also adopted a Code of Business Conduct and Ethics (the "Code") to, among other things, provide guidance to our Directors, officers and employees to ensure compliance with applicable laws and regulations.

The Board has an Audit Committee, Compensation Committee (including an Equity Plan Committee) and Nominating and Governance Committee. The Audit Committee, Compensation Committee and Nominating and Governance Committee have each 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 is comprised entirely of Independent Directors under applicable Nasdaq rules who also meet the qualificationsindependence criteria applicable to audit committees under the Sarbanes Oxley Act and the SEC's implementing rules under that law.

Effective as of January 15, 2020, our Compensation Committee and Nominating and Governance Committee are comprised entirely of Independent Directors. Our Equity Plan Committee currently operates under the charter of our Compensation Committee and The RMR Group Inc. 2016 Omnibus Equity Plan (the "Equity Plan"). Our Equity Plan Committee is comprised entirely of Independent Directors under applicable Nasdaq rules. We expect that the Compensation Committee will dissolve the Equity Plan Committee in the near future and assume the duties and responsibilities of the Equity Plan Committee.

We are a "controlled company" under the rules of the Nasdaq because Adam Portnoy holds more than 50% of our voting power; therefore, our Compensation Committee and Nominating and Governance Committee may, and do, include Independent Directors and Director candidates individually andManaging Directors.

Our corporate governance materials are available for review in the broader contextgovernance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Board's overall compositionCode and how to communicate with our Directors, individually or as a group. To access these documents on the Company's currentwebsite visitwww.rmrgroup.com.

The Nominating and future needs.

QualificationsGovernance Committee is responsible for Allidentifying and evaluating nominees for Director and for recommending to the Board nominees for election at each annual meeting of shareholders. The Nominating and Governance Committee may consider candidates suggested by the Company's Directors,

In its assessment officers or shareholders or by others. Shareholders who would like to recommend a nominee for the position of each potential candidate, including those recommendedDirector should submit their recommendations in writing by shareholders,mail to the Chair of the Nominating and Governance Committee, considersc/o The RMR Group Inc., Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@rmrgroup.com. Any such recommendation shall include a description of the potential nominee's integrity, experience, achievements, judgment, intelligence, competence, personal character, likelihood that acandidate'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. The 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 the Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

THE RMR GROUP INC.     20192020 Proxy Statement    117

able to serve on the Board for an extended period and other matters that the Nominating and Governance Committee deems appropriate. The Nominating and Governance Committee also takes into account the abilityTable of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board and Nominating and Governance Committee require that each Director candidate be a person of high integrity with a proven record of success in his or her field. Each Director candidate must demonstrate the ability to make independent analytical inquiries, familiarity with and respect for corporate governance requirements and practices and a commitment to serving the Company's long term best interests. In addition, the Nominating and Governance Committee may conduct interviews of potential Director candidates to assess intangible qualities, including the individual's ability to ask appropriate questions and to work collegially. The Board does not have a specific diversity policy in connection with the selection of nominees for Director, but due consideration is given to the Board's overall balance of diversity, including perspectives, backgrounds and experiences.

Specific Qualifications, Attributes, Skills and Experience to be Represented on the BoardContents

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company's long term interests. The following table summarizes certain key characteristics of the Company's business and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.

The Board has established a process to facilitate communication by shareholders and other interested parties with Directors. Communications should be addressed to Directors in care of the Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@rmrgroup.com.

We understand the importance of leading a sustainable business and regularly consider ways to improve our internal culture and the communities in which we operate. Our sustainability strategies are primarily implemented by our majority owned operating subsidiary, The RMR Group LLC ("RMR LLC"), which overlaps the following core values onto its business programs:

•

Human Capital and Workforce Excellence:  At the highest level of RMR LLC's organization, RMR LLC believes the foundation of its success begins with ensuring its employees are given the opportunity to participate in first-in-class benefits programs and competitive salaries. RMR LLC aims to attract professionals that seek out and capture synergies throughout the organization and their personal lives while advancing social and environmental stewardship. In 2019, RMR LLC received the Real Estate Management Excellence Award for Employee & Leadership Development from the Institute of Real Estate Management.



•

Embrace Our Communities:  RMR LLC recognizes the importance of aligning itself with the communities where it operates. Since 1999, RMR LLC has donated more than $2 million to charitable organizations supporting programs from cancer research to hunger prevention. Beyond charitable giving, organizing food drives and building houses with Habitat for Humanity, RMR LLC volunteers thousands of hours each year to benefit our communities. RMR LLC regularly encourages its employees to engage in a variety of charitable and community programs, including a company annual service day and matching charitable giving program.



•

Environmental Stewardship:  Preserving our natural resources has a special meaning to RMR LLC and its stakeholders. RMR LLC supports environmental practices that reduce the impact its companies have on our planet. RMR LLC believes this is important to all its stakeholders including investors, regulatory agencies, local communities, tenants and employees. RMR LLC received the 2019 ENERGY STAR® Partner of the Year Award for its outstanding efforts as a Service and Product Provider in executing ENERGY STAR related activities at buildings it manages on behalf of its client companies.



•

Inspire Our Supply Chains:  The furthest extension of RMR LLC's core value outreach includes working with its vendors and contractors to evaluate how their business practices align with its values. RMR LLC's goal is to work with service providers and suppliers which, like RMR LLC, strive for business practices that advance social and environmental stewardship.

To learn more about our sustainability initiatives, visitwww.rmrgroup.com/corporate-sustainability.

Deadline to Submit Nominations and Proposals for the 2021 Annual Meeting of Shareholders for Purposes of Rule 14a-4(c)(1): To be timely for purposes of Rule 14a-4(c)(1) under the Exchange Act, shareholder nominations and proposals intended to be made at the 2021 annual meeting of shareholders must be received by the Company not later than December 2, 2020; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days earlier or later than March 11, 2021, then a shareholder's notice must be so delivered a reasonable time before the Company sends its proxy materials for the 2021 annual meeting of shareholders to its shareholders.

Sufficient time and availability to devote to Board and committee matters.

•

Practical wisdom and mature judgment.

The Board will be better informed if the members of the Board have diverse perspectives, backgrounds and experiences.

•

Gender and ethnic diversity.

•

Nationality.

•

Experience.

The Board is comprised of two Managing Directors and three Independent Directors.

•

Qualifying as a Managing Director in accordance with the requirements of our Bylaws.

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.

​

12    8    THE RMR GROUP INC.   20192020 Proxy Statement

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Table of Contents

2019 Nominees for Director Deadline to Submit Proposals for the 2021 Annual Meeting of Shareholders for Purposes of Rule 14a-8: Shareholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received at the Company's principal executive offices on or before September 18, 2020 in order to be eligible to be included in the proxy statement for the 2021 annual meeting of shareholders; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days before or after March 11, 2021, such a proposal must be submitted within a reasonable time before the Company begins to print its proxy materials. Under Rule 14a-8, the Company is not required to include shareholder proposals in its proxy materials in certain circumstances or if conditions specified in the rule are not met. ​ THE RMR GROUP INC.   2020 Proxy Statement    9 ​ Table of Contents PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Jennifer B. Clark and Adam D. Portnoy for election as Managing Directors and Ann Logan, Rosen Plevneliev and Walter C. Watkins, Jr. for election as Independent Directors. Each Director nominee currently serves on the Board. If elected, each nominee would serve until the Company's 20202021 annual meeting of shareholders and until his or her successor is duly elected and qualifies, subject to the individual's earlier death, resignation, retirement, disqualification or removal.

We expect that each nominee for election as a Director 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 the Board.

Assuming a quorum is present at the meeting, a plurality of all the votes cast is required to elect a Director at the 2020 Annual Meeting.

The Board believes that the combination of the various qualifications, attributes, skillsnames, principal occupations and experiences of the Director nominees would contribute to an effective Board serving the Company's long term best interests. The Boardcertain other information and the Nominating and Governance Committee believe that the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company's management. Below isfor Directors, as well as a summary of the key experiences, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board to conclude that such person ispersons are currently qualified to serve as a Director.Directors, are set forth on the following pages.

The Board of Directors recommends a vote "FOR" the election of all Director nominees.

Directors and Executive Officers

The following is some important biographical information, including the ages and recent principal occupations, as of January 16, 2019, of the Director nominees and the Company's executive officers. The business address of the Director nominees and executive officers is c/o The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Included in each Director nominee's biography below are the attributes of that Director nominee consistent with the qualifications, attributes, skills and experience the Board has determined are important to be represented on the Board. For a general discussion of the particular Director nominee's qualifications, attributes, skills and experience, and the process for selecting and nominating individuals for election to serve as a Director, please see "Election of Directors" beginning on page 11.

​

10    THE RMR GROUP INC.     20192020 Proxy Statement    13

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Table of Contents

Directors and Director Nominees

Jennifer B. Clark

Directors and Director Nominees to be Elected at the 2020 Annual Meeting

	​	Jennifer B. Clark					​
​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
	​		​		​				Managing Director since 2018 Term: Term expiring at the 20192020 Annual Meeting Age: 5758 Board Committees: Nominating and GovernanceNone Independent Director since 2015 Other RMR Managed Public Company Boards:Boards: Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust, (sincesince 2018); RMR Real Estate Income Fund (since 2019)(1) Other Non-RMR Managed Public Company Boards: None	​
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	​	Ms. Clark has been our Executive Vice President, General Counsel and Secretary since shortly after our formation in 2015. Ms. Clark joined our majority owned operating subsidiary, The RMR Group LLC ("RMR LLC"), in 1999 as a vice president; she became a senior vice president in 2006, an executive vice president and general counsel in 2008 and secretary in 2015. Ms. Clark serves as secretary of HospitalityDiversified Healthcare Trust (formerly known as Senior Housing Properties Trust,Trust), Industrial Logistics Properties Trust, Service Properties Trust (formerly known as Hospitality Properties Trust), Office Properties Income Trust (formerly known as Government Properties Income Trust), Senior Housing Properties Trust, Tremont Mortgage Trust, Five Star Senior Living Inc. and TravelCenters of America LLC.Inc. Ms. Clark also serves as aan officer of ABP Trust, director and secretary of Sonesta International Hotels Corporation, director, executive vice president, general counsel and secretary of Tremont Realty Advisors LLC and secretary and chief legal officer of RMR Real Estate Income Fund. Ms. Clark has also served as secretary of RMR Office Property Fund LP since 2018 and as a director of RMR Advisors LLC ("RMR Advisors") since 2016 and as its president and chief executive officer since 2019, and prior to that as its executive vice president, general counsel and secretary from October 2017 through December 2018, as vice president and chief legal officer from 2007 through September 2017, and as secretary since 2004. Ms. Clark also served as a secretary of Select Income REIT from 2012 and until its merger into a wholly-owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018. Prior to joining RMR LLC, Ms. Clark was a partner at the law firm of Sullivan & Worcester LLP. Specific Qualifications, Attributes, Skills and Experience: • professional skills and experience in legal, corporate governance and real estate matters; • leadership position with RMR LLC and demonstrated management ability; • extensive experience in, and knowledge of, the commercial real estate industry and REITs; • institutional knowledge earned through prior service as an officer of the Company and in leadership positions with RMR LLC; • identifies as female; and • qualifying as a Managing Director in accordance with the requirements of our Bylaws.
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14    THE RMR GROUP INC.   2019 Proxy Statement

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Ann Logan

	​	Ann Logan					​
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	​		​		​				Independent Director since 2015 Term: Term expiring at the 20192020 Annual Meeting Age: 6465 Board Committees: Audit (Chair); Compensation; Nominating and Governance Other RMR Managed Public Company Boards: None(1) Other Non-RMR Managed Public Company Boards: None	​
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	​	Ms. Logan was previously employed in various executive capacities at Fannie Mae, a U.S. Government sponsored enterprise with various classes of publicly owned securities, including as executive vice president of the single family mortgage business from 1998 to 2000 and as executive vice president and chief credit officer from 1993 to 1998. Since her employment at Fannie Mae, Ms. Logan has been involved in a number of nonprofit organizations, including serving on the boards of The Washington School for Girls and Georgetown Preparatory School, and she currently serves as chair of the board of trustees of Bryn Mawr College. Ms. Logan previously served from 2005 to 2010 as a member of the board of directors of PHH Corporation, a New York Stock Exchange listed company providing real estate mortgage and automotive fleet services, where she was chair of the risk management committee and served on the audit and compensation committees. During 2014, Ms. Logan served on the board of trustees of Equity Commonwealth where she served on the audit, compensation and nominating and governance committees. Specific Qualifications, Attributes, Skills and Experience: • experience in the real estate mortgage and credit industries; • valuable perspective on the broader real estate industry; • professional skills, training and expertise in finance and risk management matters; • demonstrated management ability; • service on boards and board committees and experience as a senior executive of a public company; • identifies as female; and • qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.
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THE RMR GROUP INC.     20192020 Proxy Statement    1511

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Rosen PlevnelievTable of Contents

Continuing Trustees

	​	Rosen Plevneliev					​
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	​		​		​				Independent Director since 2017 Term: Term expiring at the 20192020 Annual Meeting Age: 5455 Board Committees: Audit; Compensation; Nominating and Governance (Chair) Other RMR Managed Public Company Boards: None(1) Other Non-RMR Managed Public Company Boards: None	​
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	​	Mr. Plevneliev is the former president of the Republic of Bulgaria, having served from January 22, 2012 to January 22, 2017. From 2009 to 2011, he served as Bulgaria's Minister of Regional Development and Public Works, overseeing the country's infrastructure, communications and development projects. Prior to government service, Mr. Plevneliev was a partner and chief executive officer of IRIS International Ltd, a construction management firm that he founded in 1990, and managed several prominent projects in Germany and Bulgaria, including the Reichstag, Munich Airport and the Sofia Business Park, the first business park in Bulgaria and the largest office park in southeastern Europe. Mr. Plevneliev is a former member of the board of directors of the American Chamber of Commerce in Bulgaria, the board of the Confederation of Employers and Industrialists in Bulgaria and the board of the "For Our Children" Foundation. Specific Qualifications, Attributes, Skills and Experience: • executive experience and demonstrated leadership ability as a former head of state; • experience heading large scale real estate construction and development projects in both the public and private sectors; • experience as a senior executive of a construction management company; • Bulgarian national; and • qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.
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16    THE RMR GROUP INC.   2019 Proxy Statement

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Adam D. Portnoy

	​	Adam D. Portnoy					​
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	​		​		​				Managing Director since 2015 Term: Term expiring at the 20192020 Annual Meeting Age: 4849 Board Committees: Compensation; Nominating and GovernanceNone Other RMR Managed Public Company Boards:Boards Hospitality Properties: Diversified Healthcare Trust (since 2007);(formerly known as Senior Housing Properties Trust, (sincesince 2007); Service Properties Trust (formerly known as Hospitality Properties Trust, since 2007); Office Properties Income Trust (formerly known as Government Properties Income Trust, since 2009); RMR Real Estate Income Fund, including its predecessor funds (since 2009); Tremont Mortgage Trust (since 2017); Industrial Logistics Properties Trust (since 2017); Five Star Senior Living Inc. (since 2018); TravelCenters of America LLCInc. (since 2018)(1) Other Non-RMR Managed Public Company Boards: None	​
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	​	Mr. Portnoy has been our President and Chief Executive Officer since shortly after our formation in 2015. Mr. Portnoy has been president and chief executive officer of RMR LLC since 2005 and was a director of RMR LLC from 2006 until June 5, 2015 when RMR LLC became a majority owned subsidiary of the Company and we became RMR LLC's managing member. Mr. Portnoy serves as the chair of the boards of the Managed Equity REITs (as defined below), Five Star Senior Living Inc. and TravelCenters of America Inc. Mr. Portnoy has been a director of RMR Advisors LLC since 2007 and served as its president from 2007 to September 2017 and its chief executive officer from 2015 to September 2017. Mr. Portnoy has been a director of Tremont Realty Advisors LLC since March 2016 and served as its president and chief executive officer from March 2016 through December 2017. Mr. Portnoy is an owner, the sole trustee and an officer of ABP Trust, the controlling shareholder of the Company. Mr. Portnoy is the majority owner and has been a director of Sonesta International Hotels Corporation since 2012. Mr. Portnoy served as president of RMR Real Estate Income Fund from 2007 to 2015 and as president of Office Properties Income Trust from 2009 to 2011. Mr. Portnoy was a managing trustee of Select Income REIT from 2011 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018. Mr. Portnoy was a managing trustee of Equity Commonwealth from 2006 until 2014 and served as its president from 2011 to 2014. Prior to joining RMR LLC in 2003, Mr. Portnoy held 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). In addition, Mr. Portnoy previously founded and served as chief executive officer of a privately financed telecommunications company. Mr. Portnoy currently serves as the Honorary Consul General of the Republic of Bulgaria to the Commonwealth of Massachusetts and on the Board of Directors of Pioneer Institute, and previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College. Specific Qualifications, Attributes, Skills and Experience: • extensive experience in, and knowledge of, the asset management and commercial real estate industries and REITs; • key leadership position with the Company and its subsidiaries and demonstrated management ability; • public company director service; • experience in investment banking and private equity; • institutional knowledge earned through prior service on the boards of trustees and directors of our client companies and familiarity with our client companies' businesses; and • qualifying as a Managing Director in accordance with the requirements of our Bylaws.
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Walter C. Watkins, Jr.Table of Contents

Continuing Trustees

	​	Walter C. Watkins, Jr.					​
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	​		​		​				Independent Director since 2015 Term: Term expiring at the 20192020 Annual Meeting Age: 7273 Board Committees: Audit; Compensation (Chair); Nominating and Governance Other RMR Managed Public Company Boards: None(1) Other Non-RMR Managed Public Company Boards: None	​
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	​	Mr. Watkins is the principal of WCW Enterprises, LLC, which he founded in 2000 to provide business consulting services and manage certain private investments. Prior to founding WCW Enterprises, Mr. Watkins served in various executive capacities at Bank One Corporation (the successor to First Chicago NBD, NBD Bancorp and National Bank of Detroit) from 1968 to 2000, including serving as executive vice president and president of Bank One, Michigan. As executive vice president, he was responsible for middle market banking in Michigan, Ohio and Kentucky, from 1998 to 2000. As president of Bank One, Michigan, he was the bank's primary public spokesman, community liaison and business coordinator for the state of Michigan. Mr. Watkins served as the chief development officer for the City of Detroit from 2002 to 2006 and the interim chief executive officer of Detroit Regional Convention Facility Authority from 2009 to 2010. Mr. Watkins is a member of the board of directors of Omega Psi Phi Fraternity Federal Credit Union. His past board affiliations include Health Alliance Plan, Detroit Economic Growth Corporation, Detroit Medical Center, Detroit Regional Chamber of Commerce, United Way of Southeast Michigan and Fisk University. Specific Qualifications, Attributes, Skills and Experience: • demonstrated business leadership as a successful entrepreneur; • work on community boards and committees; • experience as a senior executive officer of a large banking business; • financial background; • African-American;African American; and • qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.
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(1)

RMR LLC currently provides management services to eight public companies, including the following six 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), Service Properties Trust (Nasdaq: SVC), Tremont Mortgage Trust (Nasdaq: TRMT) and RMR Real Estate Income Fund (NYSE American: RIF). For these companies with no employees, RMR LLC provides all business operations and functions pursuant to the terms of the applicable business management agreements. RMR LLC also provides business management services to two public operating companies, Five Star Senior Living Inc. (Nasdaq: FVE) and TravelCenters of America Inc. (Nasdaq: TA), both of which have their own employees but some members of the senior leadership of these companies are also RMR LLC employees.

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18    THE RMR GROUP INC.   20192020 Proxy Statement13

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Table of Contents

Executive Officers

The Company's executive officers serve at the discretion of the Board. There are no family relationships among any of the Company's Directors or executive officers.

	​	Adam D. Portnoy Managing Director, President and Chief Executive Officer since 2015 President and Chief Executive Officer of RMR LLC since 2006 Age: 48 Mr. Portnoy's background and qualifications are described above. ​
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	​		​		​	President and Chief Executive Officer of the Company since 2015 Age: 49 President and Chief Executive Officer of RMR LLC since 2005	​
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	​	Mr. Portnoy's background and qualifications are described above.					​

	​	Jennifer B. Clark Managing Director since 2018 Executive Vice President, General Counsel and Secretary since 2015 Executive Vice President and General Counsel of RMR LLC since 2008 andSecretary of RMR LLC since 2015 Age: 57 Ms. Clark's background and qualifications are described above. ​
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	​		​		​	Executive Vice President, General Counsel and Secretary of the Company since 2015 Age: 58 Executive Vice President and General Counsel of RMR LLC since 2008	​
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	​	Ms. Clark's background and qualifications are described above.					​

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14    THE RMR GROUP INC.   2020 Proxy Statement

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Table of Contents

	​	Matthew P. Jordan ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Vice President of the Company since 2018 Chief Financial Officer and Treasurer since 2015 Executive Vice President, Chief Financial Officer and Treasurer of RMR LLC since 2017 Age: 43 Chief Financial Officer and Treasurer of the Company since 2015 Executive Vice President, Chief Financial Officer and Treasurer of RMR LLC since 2017 Age: 44 ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ Mr. Jordan joined RMR LLC in April 2012 as chief accounting officer; he became senior vice president, chief financial officer and treasurer of RMR LLC in November 2012; and he became an executive vice president, chief financial officer and treasurer of RMR LLC in October 2017. Mr. Jordan has also been the chief financial officer and treasurer of RMR Office Property Fund LP since 2018. Mr. Jordan has been an executive vice president, chief financial officer and treasurer of RMR Advisors LLC since October 2017. Mr. Jordan has also been the executive vice president, chief financial officer and treasurer of Tremont Realty Advisors LLC since October 2017; he was previously a vice president, treasurer and chief financial officer of Tremont Realty Advisors LLC since its formation in 2016. Prior to joining RMR LLC, Mr. Jordan was employed at Stanley Black & Decker Company from July 2011 until April 2012 and before then at Ernst & Young LLP. Mr. Jordan is a certified public accountant. ​ THE RMR GROUP INC.   2019 Proxy Statement    19 David M. Blackman Executive Vice President of RMR LLC since 2013 Age: 56 Mr. Blackman joined RMR LLC in 2009 as senior vice president, and he became executive vice president of RMR LLC in 2013. Mr. Blackman has been a director, president and chief executive officer of Tremont Realty Advisors LLC since 2018, and an executive vice president of Tremont Realty Advisors LLC from its formation in 2016 through December 2017. Mr. Blackman has been a managing trustee of Tremont Mortgage Trust since 2018 and its chief executive officer since shortly after its formation in 2017. Mr. Blackman also has been a managing trustee of Office Properties Income Trust (formerly known as Government Properties Income Trust) since 2019 and president and chief executive officer since May 2018, and was previously its president and chief operating officer from 2011 until May 2018, and before then its chief financial officer and treasurer from 2009 through 2011. Mr. Blackman has also served as the president of RMR Office Property Fund LP since 2018. Mr. Blackman was a managing trustee and president and chief executive officer of Select Income REIT from 2018 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018, and he was its president and chief operating officer from 2011 through April 2018. Prior to joining RMR LLC, Mr. Blackman was employed as a banker at Wachovia Corporation and its predecessors for 23 years, where he focused on real estate finance matters, including serving as a managing director in the real estate section of Wachovia Capital Markets, LLC from 2005 through 2009. John G. Murray Executive Vice President of RMR LLC since 2001 Age: 58 Mr. Murray has served in various capacities with RMR LLC and its affiliates since 1993, including as an executive vice president of RMR LLC since 2001 and as a senior vice president of RMR LLC from 1993 to 2001. Mr. Murray has been a managing trustee since April 2018 and the president and chief executive officer of Hospitality Properties Trust since June 2018, and before then he was its president and chief operating officer from 1996 until June 2018, and its chief financial officer and treasurer from 1995 to 1996. Mr. Murray has also been a managing trustee and the president and chief executive officer of Industrial Logistics Properties Trust since December 2018. From 2014 to 2017, Mr. Murray served as a member of the board of directors of the American Hotel & Lodging Association representing the owners' segment of the association. Prior to joining RMR LLC, Mr. Murray was employed at Fidelity Brokerage Services Inc. and at Ernst & Young LLP. ​ 20    THE RMR GROUP INC.   2019 Proxy Statement ​ Andrew J. Rebholz Executive Vice President of RMR LLC since 2018 Age: 53 Since January 2018, Mr. Rebholz has been an executive vice president of RMR LLC and chief executive officer and a managing director of TravelCenters of America LLC. From 2007 through 2017, Mr. Rebholz served as a senior vice president of RMR LLC and executive vice president, chief financial officer and treasurer of TA. Previously, Mr. Rebholz served as TA's senior vice president and controller from January 2007 until November 2007. Prior to that time, he served as vice president and controller of TravelCenters of America, Inc., TA's predecessor, since 2002, and as corporate controller of TA's predecessor prior to that since 1997. There are no family relationships among any of the Company's Directors or executive officers. The Company's executive officers serve at the discretion of the Board. ​ THE RMR GROUP INC.   2019 Proxy Statement    21 ​ DIRECTOR COMPENSATION The Compensation Committee is responsible for making recommendations to the Board regarding cash compensation paid to Directors and the Equity Plan Committee, a subcommittee of the Compensation Committee, is responsible for determining and approving the Class A Common Shares awarded to Directors, in each case, for Board, committee and committee chair services. Managing Directors do not receive cash compensation for their services as Directors but do receive Class A Common Share awards for their Board service. The number of Class A Common Shares awarded to each Managing Director for Board service is the same as the number awarded to each Independent Director. In determining the amount and composition of our Directors' compensation, the Compensation Committee (including the Equity Plan Committee) and the Board take various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as for service on committees and as committee chairs, and the forms of compensation paid to directors or trustees by comparable companies, including the compensation of directors and trustees of other companies managed by RMR LLC. The Board reviews the Compensation Committee's recommendations regarding Director cash compensation and determines and approves the amount of such compensation. Fiscal Year 2018 Director Compensation Each Independent Director received an annual fee of $60,000 for services as a Director, plus a fee of $1,250 for each meeting attended. The annual fee for any new Independent Director is prorated for the initial year. Up to two $1,250 fees were paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, were held on the same date. Each Independent Director and Managing Director received an award of 2,500 Class A Common Shares in fiscal year 2018. Each Independent Director who served as a committee chair of the Board's Audit, Compensation or Nominating and Governance Committees received an additional annual fee of $15,000, $10,000 and $10,000, respectively. Directors were reimbursed for travel expenses they incurred in connection with their duties as Directors and for out of pocket costs they incurred in connection with their attending certain continuing education programs, if any. The following table details the total compensation of the Directors for the fiscal year ended September 30, 2018 for services as a Director. Name   Fees Earned or Paid in Cash ($)(1)   Stock Awards ($)(2)   All Other Compensation ($)   Total ($)       Jennifer B. Clark(3)(4)   $ —   $ 172,750   $ —   $ 172,750   Ann Logan     108,750     172,750     —     281,500   Rosen Plevneliev   ​ 92,500   ​ 172,750   ​ —   ​ 265,250   Adam D. Portnoy(3)     —     172,750     —     172,750   Barry M. Portnoy(3)(4)   ​ —   ​ —   ​ —   ​ —   Walter C. Watkins, Jr.     93,750     172,750     —     266,500       (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Director in fiscal year 2018, consisting of a $60,000 annual cash fee and, for each of Ms. Logan and Messrs. Plevneliev and Watkins, an additional $15,000, $10,000 and $10,000, respectively, for service as a committee chair in fiscal year 2018. Ms. Logan also earned an additional $10,000 for serving as chair of the special committee of the Board that was formed in connection with the Company's consideration and negotiation of the transaction with ABP Trust related to the formation of RMR Office Property Fund LP whichsince 2018. Mr. Jordan has been an executive vice president, chief financial officer and treasurer of RMR Advisors LLC since October 2017. Mr. Jordan has also been the executive vice president, chief financial officer and treasurer of Tremont Realty Advisors LLC since October 2017; he was previously a vice president, treasurer and chief financial officer of Tremont Realty Advisors LLC since its formation in 2016. Prior to joining RMR LLC, Mr. Jordan was employed at Stanley Black & Decker from July 2011 until April 2012 and before then at Ernst & Young LLP. Mr. Jordan is further described elsewherea certified public accountant.					​

	​	David M. Blackman					​
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	​		​		​	Executive Vice President of RMR LLC since 2013 Age: 57	​
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	​	Mr. Blackman joined RMR LLC in this Proxy Statement under "Certain Related Person Transactions." Ms. Logan earned an additional $23,7502009 as senior vice president, and he became executive vice president of RMR LLC in fees for meetings attended in fiscal year2013. Mr. Blackman has been a director, president and chief executive officer of Tremont Realty Advisors LLC since 2018, and Messrs. Plevnelievwas an executive vice president of Tremont Realty Advisors LLC from its formation in 2016 through December 2017. Mr. Blackman has been a managing trustee of Tremont Mortgage Trust since 2018 and Watkins each earnedits chief executive officer since shortly after its formation in 2017. Mr. Blackman also has been a managing trustee of Office Properties Income Trust (formerly known as Government Properties Income Trust) since 2019 and president and chief executive officer since May 2018, and was previously its president and chief operating officer from 2011 until May 2018, and before then its chief financial officer and treasurer from 2009 through 2011. Mr. Blackman has also served as the president of RMR Office Property Fund LP since 2018. Mr. Blackman was a managing trustee and president and chief executive officer of Select Income REIT from 2018 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018, and he was its president and chief operating officer from 2011 through April 2018. Prior to joining RMR LLC, Mr. Blackman was employed as a banker at Wachovia Corporation and its predecessors for 23 years, where he focused on real estate finance matters, including serving as a managing director in the real estate section of Wachovia Capital Markets, LLC from 2005 through 2009.					​

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Table of Contents

	​	John G. Murray					​
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	​		​		​	Executive Vice President of RMR LLC since 2001 Age: 59	​
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	​	Mr. Murray has served in various capacities with RMR LLC and its affiliates since 1993, including as an additional $22,500executive vice president of RMR LLC since 2001 and $23,750, respectively, for meetings attended in fiscal yearas a senior vice president of RMR LLC from 1993 to 2001. Mr. Murray has been a managing trustee since April 2018 and the president and chief executive officer since June 2018 of Service Properties Trust (formerly known as Hospitality Properties Trust), and before then he was its president and chief operating officer from 1996 until June 2018, and its chief financial officer and treasurer from 1995 to 1996. Mr. Murray has also been a managing trustee and the president and chief executive officer of Industrial Logistics Properties Trust since December 2018.​ 22    THE RMR GROUP INC.   2019 Proxy Statement (2) Equals 2,500 Class A Common Shares multiplied by the closing price of such shares on the award date, March 28, 2018. Amounts shown are also the compensation cost for the award recognized by the Company for financial reporting purposes pursuant From 2014 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 awards fully vested on the award date. (3) Managing Directors do not receive cash compensation for their services as Directors. The compensation of Messrs. Adam Portnoy and Barry Portnoy and Ms. Clark for their services as executive officers of the Company is not included here and is described below under "Executive Compensation." (4) 2017, Mr. Barry M. PortnoyMurray served as a Managing Directormember of the Company until his death on February 25, 2018. The Board elected Jennifer B. Clark as a Managing Director on March 28, 2018. ​ THEboard of directors of the American Hotel & Lodging Association representing the owners' segment of the association. Prior to joining RMR GROUP INC.  LLC, Mr. Murray was employed at Fidelity Brokerage Services Inc. and at Ernst & Young LLP.					​

	​	Jonathan M. Pertchik					​
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	​		​		​	Executive Vice President of RMR LLC since December 2019 Proxy Statement    23 ​ CORPORATE GOVERNANCEAge: 53	​
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	​	The Company is committedSince December 2019, Mr. Pertchik has been an executive vice president of RMR LLC and chief executive officer and a managing director of TA. Prior to corporate governance that promotes the long term interests of our shareholders. The Board has established Governance Guidelines that provide a framework for effective governance. The guidelines address matters such as general qualification standards for the Board, Director responsibilities, Board meetings and communications, Board committees, Director access to management and independent advisors, Director compensation, Director orientation and continuing education, executive development and succession planning, related person transactions, annual performance evaluation of the Board and other matters. The Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate. The governance section of our website makes available our corporate governance materials, including the Governance Guidelines, the charter for each Board committee, the Code and information about 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 Directors, individually or as a group. To access these documents on the Company's website,www.rmrgroup.com, click on "Investors & Media" and then click on "Corporate Governance." In addition, instructions on how to obtain copies of the Company's corporate governance materials are included in the response toquestion 16 in the "Questions and Answers" section on page 10. Board Leadership Structure In accordance with our Charter and Bylaws, the Board is comprised of five Directors, including three Independent Directors and two Managing Directors. All Directors play an active role in overseeing the Company's business both at the Board and committee levels. As set forth in the Company's Governance Guidelines, the core responsibility of our Directors is to exercise sound, informed and independent business judgment in overseeing the Company and its strategic direction. Our Directors are skilled and experienced leaders and currently serve or havejoining RMR LLC, Mr. Pertchik served as membersthe chief executive officer of senior management in public and private for profit and nonprofit organizations, and also haveInTown Suites, Inc., a leading provider of economy, extended stay living, from July 2014 to April 2019. From February 2013 to June 2014, Mr. Pertchik served as government officials. Our Directors may be called uponthe chief executive officer of ST Residential, LLC, an owner and manager of luxury condominiums, apartment projects, hotels, and office and retail spaces, where he had previously served as chief operating officer from March 2010 to provide solutionsFebruary 2013. Prior to joining ST Residential, Mr. Pertchik held various complex issuesexecutive management positions at WCI Communities, a luxury homebuilder and are expecteddeveloper from 2007 to January 2010, and do, ask hard questions of the Company's officers and advisors.had been a senior vice president & managing principal at The Board is small, which facilitates informal discussions and communicationStaubach Company, a leading national real estate tenant representative, from management1999 to the Board and among Directors. We do not have a Chairman of the Board or a lead Independent Director. Other than Jennifer Clark and Adam Portnoy, our executive officers are not members of the Board, but they and the Company's Director of Internal Audit may attend Board and Board committee meetings at the invitation of the Board. The Company's President or the Board may call a special meeting of the Board. Pursuant to the Company's Governance Guidelines, the Company's Independent Directors are expected to meet in regularly scheduled meetings at which only Independent Directors are present. The presiding Director at these meetings is the Chair of the Audit Committee, unless the Independent Directors in attendance select another Independent Director to preside. Our Independent Directors may also meet to consider Company business without the attendance of the Managing Directors or other officers, and they meet separately with the Company's officers, with the Company's Director of Internal Audit and with the Company's independent auditors. In such meetings of the Company's Independent Directors, the Chair of the Audit Committee presides unless the Independent Directors determine otherwise. In the fiscal year 2018, the Board held nine meetings. In fiscal year 2018, each Director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during the period he or she2006. Additionally, Mr. Pertchik served as a Director. Allmember of the Directors attended last year's annual meetingboard of shareholders. The Company's policy with respect to Board members' attendance at meetingsdirectors of AV Homes, Inc., a publicly-traded homebuilder, from July 2014 until its sale in October 2018, and has served as a member of the Board and annual meetingsboard of shareholders can be found in the Company's Governance Guidelines, the full text of which appears at the Company's website,www.rmrgroup.com. ​ 24    THE RMR GROUP INC.   2019 Proxy Statement Independence of Directors Under the corporate governance listing standards of the Nasdaq, to be considered independent: • a director must not have a disqualifying relationship, as defined in the corporate governance section of the Nasdaq rules; and • the Board must affirmatively determine that the director otherwise has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To facilitate the director independence assessment process, the Board has adopted written Governance Guidelines as described below. The Board affirmatively determines whether Directors have a direct or indirect material relationship with the Company, including the Company's subsidiaries, other than serving as the Company's Directors or directors of the Company's subsidiaries. In making independence determinations, the Board observes NasdaqLenkbar, Inc., a private inventor, designer, engineer and SEC criteria, as well as the criteria in our Bylaws. When assessing a Director's relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the Director's standpoint, but also from thatmanufacturer of the persons or organizations with which the Director has an affiliation. Based on this review, the Board has determined that medical device products since December 2014.					​

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16    THE RMR GROUP INC.   2020 Proxy Statement

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BOARD COMMITTEES

The Audit Committee

Members Ann Logan (Chair) Rosen Plevneliev and Walter C. Watkins, Jr. currently qualify as independent directors under applicable Nasdaq and SEC criteria and as Independent Directors under our Bylaws. In making these independence determinations, the Board reviewed and discussed additional information provided by the Directors and the Company with regard to each of the Directors' relationships with the Company and its affiliates and those companies to which the Company or its affiliates provide management or advisory services. The Board has concluded that none of these three Directors possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Director or that could otherwise be a direct or indirect material relationship under applicable criteria of the Nasdaq and SEC. Board Committees The Board has an Audit Committee, Compensation Committee (including an Equity Plan Committee) and Nominating and Governance Committee. The Audit Committee, Compensation Committee and Nominating and Governance Committee have each adopted a written charter, which is available on our website,www.rmrgroup.com, by clicking on "Investors & Media" and then clicking on "Corporate Governance." Shareholders may also request copies free of charge by writing to Investor Relations, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Our Audit Committee is comprised entirely of Independent Directors under applicable Nasdaq rules who also meet the independence criteria applicable to audit committees under the Sarbanes Oxley Act and the SEC's implementing rules under that law. Our Equity Plan Committee is a subcommittee of our Compensation Committee and operates under the charter of our Compensation Committee and The RMR Group Inc. 2016 Omnibus Equity Plan (the "Equity Plan"). Our Equity Plan Committee is comprised entirely of Independent Directors under applicable Nasdaq rules. We are a "controlled company" under the rules of the Nasdaq because Adam Portnoy controls more than 50% of our voting power; therefore, our Compensation Committee and Nominating and Governance Committee may, and do, include Independent and Managing Directors. The Director of Internal Audit, with the assistance of Company management, proposes the agenda for committee meetings under the oversight and direction of the Committee Chairs. Additionally, the charter of each of our Audit Committee, Compensation Committee and Nominating and Governance Committee provides that the committee may form and delegate authority to subcommittees of one or more members when appropriate. Subcommittees are subject to the provisions of the applicable committee's charter. Additional information about the committees is provided below. ​ THE RMR GROUP INC.   2019 Proxy Statement    25 ​ Audit Committee Ann Logan Committee Chair "The Audit Committee is dedicated to maintaining the integrity of the Company's financial reporting; monitoring and mitigating the Company's financial risk exposure; selecting, assessing the independence and performance of, and working productively with, the Company's independent auditors; overseeing and collaborating with the Company's internal audit function; and monitoring the Company's legal and regulatory compliance." Additional Committee Members: Walter C. Watkins, Jr. and Rosen Plevneliev Meetings Held8 meetings in the fiscal year ended September 30, 2018: 82019		Purpose and Primary Responsibilities: The Audit Committee was established in accordance with Section 3(a)(58)(A)is comprised solely of the Exchange Act. The purpose of the Audit CommitteeIndependent Directors. Its primary role is to assist the Board in fulfilling its responsibilities for oversight of: (1) the integrity of the Company's financial statements; (2) the Company's compliance with legal and regulatory requirements; (3) the independent auditors' qualifications and independence; and (4) the performance of the Company's internal audit function and independent auditor. The Audit Committee takes a leading role in helpinghelp the Board fulfill its oversight responsibilities for oversightrelated to the integrity of the Company'sour 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 the Company'sour compliance with legal and regulatory requirements. Under its charter, theThe Audit Committee is directly responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of the Company's independent auditor and the resolution of disagreements between management and the independent auditor regarding financial reporting. The Audit Committee reviews the overall audit scope and plans of the audit with the independent auditor. The independent auditor reports directly to the Audit Committee. The Audit Committee also has final authority and responsibility for the appointment and assignment of duties to the Director of Internal Audit. The Audit Committee reviews the overall audit scope and plans of the audit with the independent auditor. The Audit Committee also reviews with management and the independent auditors the Company's quarterly reports on Form 10-Q, annual reports on Form 10-K and earnings releases. The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends changes to the Board. Independence: Each member of the Audit Committee meets the independence requirements of the Nasdaq, the Exchange Act and the Company's Governance Guidelines. Financial Literacy and Expert: EachThe Board has determined that each member of the Audit Committee is financially literate knowledgeable and qualified to review financial statements. The Board has determined that Ms. Logan is the Audit Committee's "financial expert" and is independent as defined by the rules of the SEC and the Nasdaq. The Board's determination that Ms. Logan is the Audit Committee's financial expert was based upon her experience as: (i) a member of the audit committees and risk management committees of other public companies; and (ii) an executive vice president of the single family mortgage business and executive vice president and chief credit officer at Fannie Mae.expert." ​

26    THE RMR GROUP INC.   2019 Proxy Statement ​ Compensation Committee Walter C. Watkins, Jr. Committee Chair "The Compensation Committee strives to align(Including the Company's compensation practices with the best long term interests of the Company."Equity Plan Committee)

Members Additional Committee Members:Walter C. Watkins, Jr. (Chair) Ann Logan Rosen Plevneliev and Adam D. Portnoy Meetings Held(1) 4 meetings in the fiscal year ended September 30, 2018: 52019		Purpose and Primary Responsibilities: The purposeAs of January 15, 2020, the Compensation Committee is comprised solely of Independent Directors. The Compensation Committee's primary responsibilities pertain to discharge directly, or assist the Board in discharging, its responsibilities related to: (1) the oversight ofoverseeing the Company's compensation and employee benefit programs as they apply to executive compensation; (2)compensation, evaluating the evaluation of services provided by any individual who serves as an executive officer of the Company, other than Mr. Portnoy, and qualifies as a "named executive officer" under the applicable rules of the SEC; (3)SEC and determining the determination of compensation paid by the Company to any named executive officer, other than Mr. Portnoy, and the approval or ratification of the compensation paid by the Company to other executive officers; (4) the evaluation ofofficers. The Compensation Committee also evaluates the services provided by the person serving as the Director of Internal Audit for the Company; (5)Company and approves the approval of compensation paid by the Company to the person serving as the Director of Internal Audit for the Company; and (6) the approvalsuch person. The Compensation Committee also approves (subject to applicable shareholder approval), evaluationevaluates and administration ofadministers all equity compensation plans of the Company. Independence: Ms. Logan and Messrs. Plevneliev and Watkins meet the independence requirements of the Nasdaq, the Exchange Act and the Company's Governance Guidelines. Equity Plan Committee: The Equity Plan Committee is a subcommittee of the Compensation Committee established pursuant to the Compensation Committee charter and our Equity Plan, that has the power and authority to administer and determine share awards granted under the Equity Plan and to evaluate the performance and determine the cash compensation of Adam Portnoy and Barry Portnoy. The members of the Equity Plan Committee are Ms. Logan and Messrs. Plevneliev and Watkins, each of whom is an Independent Director. This subcommittee held three5 meetings in the fiscal year ended September 30, 2018.2019. The Compensation Committee expects to dissolve the Equity Plan Committee in the near future and assume the duties and responsibilities of the Equity Plan Committee.

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(1)

Adam D. Portnoy no longer serves on the Compensation Committee, effective January 15, 2020.

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THE RMR GROUP INC.   2019 Proxy Statement    27 ​ The Nominating and Governance Committee

		Rosen Plevneliev Committee Chair

"The Nominating and Governance Committee regularly evaluates the Board's leadership structure and corporate governance to promote the best long term interests of the Company."Members

Additional Committee MembersRosen Plevneliev (Chair)

: Ann Logan, Jennifer B. Clark⁽¹⁾

Ann Logan

Adam D. Portnoy and ⁽¹⁾

Walter C. Watkins, Jr.

Meetings Held2 meetings in the fiscal year ended September 30, 2018: 22019

Purpose and Primary Responsibilities:
The principal purposesAs of January 15, 2020, the Nominating and Governance Committee are: (1)is comprised solely of Independent Directors. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend candidates to the entire Board for nomination or selection as Board members for each annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected) or when vacancies occur; (2) to develop and recommend to the Board a set of governance principles applicable tofor the Company; and (3) to oversee the evaluation of the Board and, to the extent not overseen by the Company's Compensation Committee or a committee composed entirely of Directors meeting the independence requirements of the rules of the Nasdaq, Company management.

Independence:
Ms. Logan Under its charter, the Nominating and Messrs. PlevnelievGovernance Committee is also responsible for considering and Watkins meet the independence requirements of the Nasdaq, the Exchange Act andreporting on the Company's Governance Guidelines.succession planning to the Board.

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(1)

Jennifer B. Clark and Adam D. Portnoy no longer serve on the Nominating and Governance Committee, effective January 15, 2020.

BOARD MEETINGS

In the fiscal year 2019, the Board held six meetings. In the fiscal year 2019, each then Director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served or that were held during the period in which the Director served as a Director or committee member. The Company's policy with respect to Board members' attendance at meetings of the Board and annual meetings of shareholders can be found in the Company's Governance Guidelines, the full text of which appears at the Company's website,www.rmrgroup.com.

DIRECTOR COMPENSATION

28    THE RMR GROUP INC.   2019 Proxy Statement

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Compensation of Directors

The Board of Directors believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Directors. On April 3, 2019, the Board approved changes to the compensation arrangements for the Independent Directors, including eliminating meeting fees with respect to meetings of the Board and its committees in favor of increased annual retainers, which the Board believes is consistent with market practice. Under the currently effective Director compensation arrangements, each Independent Director received an annual fee of $85,000 for services as a Director. The annual fee for any new Independent Director is prorated for the initial year. Each Independent Director and Managing Director received an award of 2,500 Class A Common Shares in fiscal year 2019.

Each Independent Director who served as a committee chair of the Board's Audit, Compensation or Nominating and Governance Committees received an additional annual fee of $17,500, $12,500 and $12,500, respectively. Directors were reimbursed for travel expenses they incurred in connection with their duties as Directors and for out of pocket costs they incurred in connection with their attending certain continuing education programs, if any.

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Fiscal Year 2019 Director Compensation

The following table details the total compensation of the Directors for the fiscal year ended September 30, 2019 for services as a Director.

Board Oversight of Risk Name ​ Fees Earned or Paid in Cash(1) ​ Stock Awards(2) ​ All Other Compensation ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Jennifer B. Clark(3) ​ ​ $— ​ ​ $156,875 ​ $— ​ $156,875 ​ Ann Logan ​ ​ 111,250 ​ ​ 156,875 ​   — ​ 268,125 ​ Rosen Plevneliev ​ ​ 106,250 ​ ​ 156,875 ​   — ​ 263,125 ​ Adam D. Portnoy(3) ​ ​ — ​ ​ 156,875 ​   — ​ 156,875 ​ Walter C. Watkins, Jr. ​ ​ 106,250 ​ ​ 156,875 ​   — ​ 263,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Director in fiscal year 2019, consisting of a $85,000 annual cash fee and, for each of Ms. Logan and Messrs. Plevneliev and Watkins, an additional $17,500, $12,500 and $12,500, respectively, for service as a committee chair in fiscal year 2019. Prior to the adoption of the Independent Director compensation arrangements described above on April 3, 2019, each Independent Director earned a fee of $1,250 for each meeting attended, and up to two $1,250 fees were paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, were held on the same date. Ms. Logan and Messrs. Plevneliev and Watkins each earned an additional $8,750 in fees for meetings attended in fiscal year 2019. (2) Equals 2,500 Class A Common Shares multiplied by the closing price of such shares on the award date, April 3, 2019. Amounts shown are also the compensation cost for the award recognized by the Company 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 awards are fully vested on the award date. (3) Managing Directors do not receive cash compensation for their services as Directors. The compensation of Mr. Portnoy and Ms. Clark for their services as executive officers of the Company is not included here and is described below under "Executive Compensation. ​ THE RMR GROUP INC.   2020 Proxy Statement    19 ​ Table of Contents OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY Directors and Executive Officers The following table sets forth information regarding the beneficial ownership of then outstanding Common Shares by each person the Company knows to be the beneficial owner of more than 5% of the respective classes of Common Shares, each Director and Director Nominee, each of our named executive officers, and our Directors and executive officers as a group, all as of January 9, 2020. Unless otherwise noted, to the Company's knowledge, voting power and investment power in Class A Common Shares are exercisable solely by the named person, all percentages of ownership for Class A Common Shares are based on approximately 15,300,302 Class A Common Shares outstanding as of January 9, 2020, and the principal business address of the named beneficial owner is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.   Class A Common Shares*    Class B-1 Common Shares    Class B-2 Common Shares    Combined Voting Power    Name of Beneficial Owner     Number     %     Number     %     Number     %     %   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ABP Trust   ​ 1,090,564 (1) ​ 7.1 % ​ 1,000,000   ​ 100.0 % ​ 15,000,000   ​ 100.0 % ​ 91.3%   Directors, Director Nominees and Executive Officers:                                             Adam D. Portnoy   ​ 1,144,502 (1)(2) ​ 7.5 % ​ 1,000,000 (2) ​ 100.0 % ​ 15,000,000 (2) ​ 100.0 % ​ 91.4%   Jennifer B. Clark     20,774     ** %   —     —     —     —     **%   Matthew P. Jordan   ​ 17,201   ​ ** % ​ —   ​ —   ​ —   ​ —   ​ **%   John G. Murray     14,787     ** %   —     —     —     —     **%   David M. Blackman   ​ 14,699   ​ ** % ​ —   ​ —   ​ —   ​ —   ​ **%   Ann Logan     10,462     ** %   —     —     —     —     **%   Walter C. Watkins, Jr.   ​ 9,000   ​ ** % ​ —   ​ —   ​ —   ​ —   ​ **%   Rosen Plevneliev     6,375     ** %   —     —     —     —     **%   All executive officers and directors as a group (9 persons)   ​ 1,237,800 (1) ​ 8.1 % ​ 1,000,000   ​ 100.0 % ​ 15,000,000   ​ 100 % ​ 91.4%   ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​ * Amounts exclude fractional shares. ** Indicates less than 1.0%. (1) Beneficial ownership of Class A Common Shares by ABP Trust and Adam Portnoy in the table above reflects the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares owned by ABP Trust and beneficially owned by Adam Portnoy. These numbers exclude 15,000,000 Class A Common Shares issuable upon redemption of the class A membership units of RMR LLC (which are paired with 15,000,000 Class B-2 Common Shares) owned by a subsidiary of ABP Trust and beneficially owned by ABP Trust and Adam Portnoy. At our option, we may elect to pay cash in lieu of Class A Common Shares for some or all of such redeemed class A membership units. Amounts exclude fractional shares. (2) This number represents (or in the case of Class A Common Shares, includes) shares owned by ABP Trust. Voting and investment power with respect to the shares owned by ABP Trust may be deemed to be shared by Adam Portnoy as the president and chief executive officer, a beneficial owner and the sole trustee of ABP Trust. ​ 20    THE RMR GROUP INC.   2020 Proxy Statement Table of Contents Principal Shareholders Set forth in the table below is information about the number of Class A Common Shares held by persons not listed above that the Company knows to be the beneficial owners of more than 5.0% of the outstanding Class A Common Shares. Name and Address     Aggregate Number of Shares Beneficially Owned*     Percent of Outstanding Shares**   Additional Information ​ ​ ​ ​ ​ ​ ​ ​ ​ The Vanguard Group, Inc. ("Vanguard") 100 Vanguard Boulevard Malvern, Pennsylvania 19355   ​ 2,039,460   ​ 13.33 % Based on a Schedule 13G filed with the SEC on July 10, 2019 by Vanguard reporting that, at June 28, 2019 Vanguard beneficially owned 2,039,460 Class A Common Shares and had sole voting power over 16,685 Class A Common Shares, shared voting power over 236 Class A Common Shares, sole dispositive power over 2,023,353 Class A Common Shares and shared dispositive power over 16,107 Class A Common Shares. ​ ​ ​ ​ ​ ​ ​ ​ ​ * Beneficial ownership is shown as of June 28, 2019. ** The percentage indicated is based on 15,300,302 Class A Common Shares outstanding as of January 9, 2020. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Adam Portnoy, a Managing Director and our President and Chief Executive Officer, served during the fiscal year ended September 30, 2019 and until January 15, 2020 as a member of our Compensation Committee. The executive compensation of Adam Portnoy was determined by a subcommittee of the Compensation Committee comprised of the Independent Director members of the Committee. For more information regarding Adam Portnoy's relationship with us and our client companies, see "Related Person Transactions." ​ THE RMR GROUP INC.   2020 Proxy Statement    21 ​ Table of Contents EXECUTIVE COMPENSATION The following tables and footnotes summarize the total compensation of our principal executive officer and our four other most highly compensated executive officers who were serving as executive officers as of September 30, 2019, or our "named executive officers." The compensation set forth below includes compensation paid by us and compensation paid by our client companies to our named executive officers. Summary Compensation Table Name and Principal Position ​ Fiscal Year ​ Salary ​ Bonus(1) ​ Stock Awards(2) ​ All Other Compensation(3) ​ Total ​   ​ Adam D. Portnoy ​ 2019 ​ ​ $325,000 ​ ​ $2,675,000 ​ ​ $914,465 ​ ​ $31,891 ​ $3,946,356 ​ Managing Director, President and Chief Executive Officer ​ 2018 ​ ​ 300,000 ​ ​ 2,650,000 ​ ​ 1,497,725 ​ ​ 22,000 ​ 4,469,725 ​ Jennifer B. Clark ​ 2019 ​ ​ $325,000 ​ ​ $2,675,000 ​ ​ $1,432,925 ​ ​ $107,727 ​ $4,540,652 ​ Managing Director, Executive Vice President, General Counsel and Secretary ​ 2018 ​ ​ 300,000 ​ ​ 2,650,000 ​ ​ 1,601,605 ​ ​ 127,893 ​ 4,679,498 ​ John G. Murray ​ 2019 ​ ​ $325,000 ​ ​ $2,000,000 ​ ​ $1,557,953 ​ ​ $32,127 ​ $3,915,080 ​ Executive Vice President ​ 2018 ​ ​ 300,000 ​ ​ 1,300,000 ​ ​ 1,018,740 ​ ​ 29,424 ​ 2,648,164 ​ David M. Blackman ​ 2019 ​ ​ $325,000 ​ ​ $2,000,000 ​ ​ $1,477,898 ​ ​ $44,227 ​ $3,847,125 ​ Executive Vice President ​ 2018 ​ ​ 300,000 ​ ​ 1,350,000 ​ ​ 1,201,085 ​ ​ 38,480 ​ 2,889,565 ​ Matthew P. Jordan ​ 2019 ​ ​ $325,000 ​ ​ $1,300,000 ​ ​ $1,112,958 ​ ​ $42,646 ​ $2,780,604 ​ Executive Vice President, Chief Financial Officer and Treasurer ​ 2018 ​ ​ 300,000 ​ ​ 850,000 ​ ​ 660,165 ​ ​ 34,900 ​ 1,845,065 ​   ​ (1) The amounts listed in this column represent the annual cash bonuses to each of the named executive officers. The bonuses are described in more detail below in "Fiscal Year 2019 Compensation Elements—Annual Cash Bonuses." (2) The value included for awards made by us of the Class A Common Shares and awards made by our public client companies to our named executive officers represents the grant date fair value of shares compiled in accordance with ASC 718. No assumptions were used in this calculation. Awards made by us were made pursuant to our Equity Plan. Awards made by our public client companies were made pursuant to the applicable client company's equity compensation plan. Class A Common Shares we awarded to Adam Portnoy and Jennifer Clark in their capacities as Managing Directors vested at the time of award. For other awards, one fifth of a share award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the initial award date, subject to the applicable named executive officer continuing to render significant services, whether as our employee or otherwise, to us or our public client companies and to accelerated vesting under certain circumstances. Holders of shares awarded pursuant to these awards receive any distributions on common shares paid by us or the applicable client company on the same terms as other holders of our or the client company's common shares, as applicable. The amounts presented in this column include shares of our client companies awarded to our named executive officers for services as a managing trustee, managing director or named executive officer of a client company. The following table shows the total shares awarded by us and our public client companies to our named executive officers, including for services as a managing trustee, managing director or named executive officer of a client company, in fiscal year 2019, including vested and unvested portions of each award. Share awards listed for FVE and TA have been adjusted for the one-for-ten and one-for-five, respectively, reverse stock splits that were affected by FVE and TA as of September 30, 2019 and ​ 22    THE RMR GROUP INC.   2020 Proxy Statement Table of Contents August 1, 2019, respectively. Share awards listed for OPI have been adjusted for the one-for-four reverse share split that was affected by OPI as of December 31, 2018. ​ Name ​ Company ​ Grant Date ​ Number of Shares ​ Grant Date Fair Value of Share Awards(a) ​ ​   ​ ​ Adam D. Portnoy ​ RMR ​ 9/18/2019 ​ 10,000 ​ ​ $459,900 ​ ​ ​ ​ RMR ​ 4/3/2019 ​ 2,500 ​ ​ 156,875 ​ ​ ​ ​ DHC ​ 5/21/2019 ​ 3,000 (b) ​ 23,850 ​ ​ ​ ​ ILPT ​ 6/3/2019 ​ 3,000 (b) ​ 56,190 ​ ​ ​ ​ OPI ​ 5/29/2019 ​ 3,000 (b) ​ 71,910 ​ ​ ​ ​ SVC ​ 6/13/2019 ​ 3,000 (b) ​ 74,010 ​ ​ ​ ​ FVE ​ 6/11/2019 ​ 1,250 (b) ​ 6,750 ​ ​ ​ ​ TA ​ 5/23/2019 ​ 2,000 (b) ​ 33,900 ​ ​ ​ ​ TRMT ​ 4/24/2019 ​ 3,000 (b) ​ 31,080 ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $914,465 ​ ​ Jennifer B. Clark ​ RMR ​ 9/18/2019 ​ 5,000 ​ ​ $229,950 ​ ​ ​ RMR ​ 4/3/2019 ​ 2,500 ​ ​ 156,875 ​ ​ ​ DHC ​ 9/18/2019 ​ 20,000 ​ ​ 174,200 ​ ​ ​ DHC ​ 5/21/2019 ​ 3,000 (b) ​ 23,850 ​ ​ ​ ILPT ​ 9/18/2019 ​ 10,000 ​ ​ 216,900 ​ ​ ​ OPI ​ 9/18/2019 ​ 10,000 ​ ​ 298,700 ​ ​ ​ SVC ​ 9/18/2019 ​ 10,000 ​ ​ 250,300 ​ ​ ​ FVE ​ 12/11/2018 ​ 1,500 ​ ​ 5,280 ​ ​ ​ TA ​ 11/28/2018 ​ 2,400 ​ ​ 54,120 ​ ​ ​ TRMT ​ 9/18/2019 ​ 5,000 ​ ​ 22,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​   ​   ​ ​ $1,432,925 ​ ​ ​   ​   ​   ​ ​   ​ ​ John G. Murray ​ RMR ​ 9/18/2019 ​ 5,000 ​ ​ $229,950 ​ ​ ​ ​ DHC ​ 9/18/2019 ​ 10,000 ​ ​ 87,100 ​ ​ ​ ​ ILPT ​ 9/18/2019 ​ 15,000 (b) ​ 325,350 ​ ​ ​ ​ ILPT ​ 6/3/2019 ​ 3,000 (b) ​ 56,190 ​ ​ ​ ​ ILPT ​ 12/12/2018 ​ 3,000 (b) ​ 60,900 ​ ​ ​ ​ OPI ​ 9/18/2019 ​ 10,000 ​ ​ 298,700 ​ ​ ​ ​ SVC ​ 9/18/2019 ​ 15,000 (b) ​ 375,450 ​ ​ ​ ​ SVC ​ 6/13/2019 ​ 3,000 (b) ​ 74,010 ​ ​ ​ ​ FVE ​ 12/11/2018 ​ 140 ​ ​ 493 ​ ​ ​ ​ TA ​ 11/28/2018 ​ 1,200 ​ ​ 27,060 ​ ​ ​ ​ TRMT ​ 9/18/2019 ​ 5,000 ​ ​ 22,750 ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $1,557,953 ​ ​ ​   ​   ​   ​ ​   ​ ​ David M. Blackman ​ RMR ​ 9/18/2019 ​ 5,000 ​ ​ $229,950 ​ ​ ​ DHC ​ 9/18/2019 ​ 10,000 ​ ​ 87,100 ​ ​ ​ ILPT ​ 9/18/2019 ​ 10,000 ​ ​ 216,900 ​ ​ ​ OPI ​ 9/18/2019 ​ 15,000 (b) ​ 448,050 ​ ​ ​ OPI ​ 5/29/2019 ​ 3,000 (b) ​ 71,910 ​ ​ ​ OPI ​ 2/27/2019 ​ 3,000 (b) ​ 89,850 ​ ​ ​ SVC ​ 9/18/2019 ​ 10,000 ​ ​ 250,300 ​ ​ ​ FVE ​ 12/11/2018 ​ 140 ​ ​ 493 ​ ​ ​ TA ​ 11/28/2018 ​ 300 ​ ​ 6,765 ​ ​ ​ TRMT ​ 9/18/2019 ​ 10,000 (b) ​ 45,500 ​ ​ ​ TRMT ​ 4/24/2019 ​ 3,000 (b) ​ 31,080 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​   ​   ​ ​ $1,477,898 ​ ​ ​   ​   ​   ​ ​   ​ ​ Matthew P. Jordan ​ RMR ​ 9/18/2019 ​ 5,000 ​ ​ $229,950 ​ ​ ​ ​ DHC ​ 9/18/2019 ​ 10,000 ​ ​ 87,100 ​ ​ ​ ​ ILPT ​ 9/18/2019 ​ 10,000 ​ ​ 216,900 ​ ​ ​ ​ OPI ​ 9/18/2019 ​ 10,000 ​ ​ 298,700 ​ ​ ​ ​ SVC ​ 9/18/2019 ​ 10,000 ​ ​ 250,300 ​ ​ ​ ​ FVE ​ 12/11/2018 ​ 140 ​ ​ 493 ​ ​ ​ ​ TA ​ 11/28/2018 ​ 300 ​ ​ 6,765 ​ ​ ​ ​ TRMT ​ 9/18/2019 ​ 5,000 ​ ​ 22,750 ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $1,112,958 ​ ​   ​ (a) Equals the number of shares multiplied by the closing price on the date of the award grant, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation. (b) Shares awarded for services as a managing trustee, managing director or named executive officer of a client company, which will also be disclosed in such client company's proxy statement. ​ THE RMR GROUP INC.   2020 Proxy Statement    23 ​ Table of Contents (3) We maintain a savings plan for eligible employees under section 401(k) of the Internal Revenue Code, or 401(k) plan, in which our named executive officers participate, and provide annual discretionary matching contributions to plan participants. The amounts listed in this column include matching contributions we made to each named executive officer in respect of their participation in our 401(k) plan. The amounts listed in this column also include distributions received on unvested awards of our Class A Common Shares and on unvested awards of common shares of our applicable public client companies. Outstanding Equity Awards at 2019 Fiscal Year End   ​   ​   ​ Stock Awards ​ Name ​ Company ​ Date Granted ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ Market Value of Shares or Units of Stock That Have Not Vested(1) ​   ​ Adam D. Portnoy ​ RMR ​ 9/18/2019 ​ 8,000 ​ ​ $363,840 ​ ​ ​ RMR ​ 9/13/2018 ​ 4,800 ​ ​ 218,304 ​ ​ ​ RMR ​ 9/14/2017 ​ 3,200 ​ ​ 145,536 ​ ​ ​ RMR ​ 9/15/2016 ​ 1,600 ​ ​ 72,768 ​ ​ ​ FVE ​ 12/13/2017 ​ 900 ​ ​ 4,235 ​ ​ ​ FVE ​ 12/7/2016 ​ 600 ​ ​ 2,823 ​ ​ ​ FVE ​ 12/14/2015 ​ 300 ​ ​ 1,412 ​ ​ ​ TA ​ 11/29/2017 ​ 1,440 ​ ​ 17,748 ​ ​ ​ TA ​ 11/30/2016 ​ 960 ​ ​ 11,832 ​ ​ ​ TA ​ 12/8/2015 ​ 480 ​ ​ 5,916 ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $844,414 ​ ​   ​   ​   ​ ​   ​ Jennifer B. Clark ​ RMR ​ 9/18/2019 ​ 4,000 ​ ​ $181,920 ​ ​ RMR ​ 9/13/2018 ​ 2,400 ​ ​ 109,152 ​ ​ RMR ​ 9/14/2017 ​ 1,600 ​ ​ 72,768 ​ ​ RMR ​ 9/15/2016 ​ 800 ​ ​ 36,384 ​ ​ DHC ​ 9/18/2019 ​ 16,000 ​ ​ 148,080 ​ ​ DHC ​ 9/13/2018 ​ 6,000 ​ ​ 55,530 ​ ​ DHC ​ 9/14/2017 ​ 3,800 ​ ​ 35,169 ​ ​ DHC ​ 9/15/2016 ​ 1,900 ​ ​ 17,585 ​ ​ ILPT ​ 9/18/2019 ​ 8,000 ​ ​ 170,000 ​ ​ ILPT ​ 9/13/2018 ​ 3,000 ​ ​ 63,750 ​ ​ OPI ​ 9/18/2019 ​ 8,000 ​ ​ 245,120 ​ ​ OPI ​ 9/13/2018 ​ 2,142 ​ ​ 65,631 ​ ​ OPI ​ 9/14/2017 ​ 1,428 ​ ​ 43,754 ​ ​ OPI ​ 9/15/2016 ​ 714 ​ ​ 21,877 ​ ​ SVC ​ 9/18/2019 ​ 8,000 ​ ​ 206,320 ​ ​ SVC ​ 9/13/2018 ​ 5,100 ​ ​ 131,529 ​ ​ SVC ​ 9/14/2017 ​ 3,000 ​ ​ 77,370 ​ ​ SVC ​ 9/15/2016 ​ 1,500 ​ ​ 38,685 ​ ​ FVE ​ 12/11/2018 ​ 1,200 ​ ​ 5,646 ​ ​ FVE ​ 12/13/2017 ​ 900 ​ ​ 4,235 ​ ​ FVE ​ 12/7/2016 ​ 600 ​ ​ 2,823 ​ ​ FVE ​ 12/14/2015 ​ 300 ​ ​ 1,412 ​ ​ TA ​ 11/28/2018 ​ 1,920 ​ ​ 23,664 ​ ​ TA ​ 11/29/2017 ​ 1,440 ​ ​ 17,748 ​ ​ TA ​ 11/30/2016 ​ 960 ​ ​ 11,832 ​ ​ TA ​ 12/8/2015 ​ 480 ​ ​ 5,916 ​ ​ TRMT ​ 9/18/2019 ​ 4,000 ​ ​ 19,520 ​ ​ TRMT ​ 9/13/2018 ​ 3,000 ​ ​ 14,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​   ​   ​ ​ $1,828,060 ​ ​ 24    THE RMR GROUP INC.   2020 Proxy Statement ​ Table of Contents   ​   ​   ​ Stock Awards ​ Name ​ Company ​ Date Granted ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ Market Value of Shares or Units of Stock That Have Not Vested(1) ​   ​ John G. Murray ​ RMR ​ 9/18/2019 ​ 4,000 ​ ​ $181,920 ​ ​ ​ RMR ​ 9/13/2018 ​ 2,400 ​ ​ 109,152 ​ ​ ​ RMR ​ 9/14/2017 ​ 1,600 ​ ​ 72,768 ​ ​ ​ RMR ​ 9/15/2016 ​ 800 ​ ​ 36,384 ​ ​ ​ DHC ​ 9/18/2019 ​ 8,000 ​ ​ 74,040 ​ ​ ​ DHC ​ 9/13/2018 ​ 2,400 ​ ​ 22,212 ​ ​ ​ DHC ​ 9/14/2017 ​ 800 ​ ​ 7,404 ​ ​ ​ DHC ​ 9/15/2016 ​ 300 ​ ​ 2,777 ​ ​ ​ ILPT ​ 9/18/2019 ​ 12,000 ​ ​ 255,000 ​ ​ ​ ILPT ​ 9/13/2018 ​ 1,500 ​ ​ 31,875 ​ ​ ​ OPI ​ 9/18/2019 ​ 8,000 ​ ​ 245,120 ​ ​ ​ OPI ​ 9/13/2018 ​ 306 ​ ​ 9,376 ​ ​ ​ OPI ​ 9/14/2017 ​ 204 ​ ​ 6,251 ​ ​ ​ OPI ​ 9/15/2016 ​ 102 ​ ​ 3,125 ​ ​ ​ SVC ​ 9/18/2019 ​ 12,000 ​ ​ 309,480 ​ ​ ​ SVC ​ 9/13/2018 ​ 5,100 ​ ​ 131,529 ​ ​ ​ SVC ​ 9/14/2017 ​ 3,000 ​ ​ 77,370 ​ ​ ​ SVC ​ 9/15/2016 ​ 1,500 ​ ​ 38,685 ​ ​ ​ FVE ​ 12/11/2018 ​ 112 ​ ​ 527 ​ ​ ​ FVE ​ 12/13/2017 ​ 84 ​ ​ 395 ​ ​ ​ FVE ​ 12/7/2016 ​ 56 ​ ​ 263 ​ ​ ​ FVE ​ 12/14/2015 ​ 28 ​ ​ 132 ​ ​ ​ TA ​ 11/28/2018 ​ 960 ​ ​ 11,832 ​ ​ ​ TA ​ 11/29/2017 ​ 720 ​ ​ 8,874 ​ ​ ​ TA ​ 11/30/2016 ​ 480 ​ ​ 5,916 ​ ​ ​ TA ​ 12/8/2015 ​ 240 ​ ​ 2,958 ​ ​ ​ TRMT ​ 9/18/2019 ​ 4,000 ​ ​ 19,520 ​ ​ ​ TRMT ​ 9/13/2018 ​ 1,500 ​ ​ 7,320 ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $1,672,205 ​ ​   ​   ​   ​ ​   ​ David M. Blackman ​ RMR ​ 9/18/2019 ​ 4,000 ​ ​ $181,920 ​ ​ RMR ​ 9/13/2018 ​ 2,400 ​ ​ 109,152 ​ ​ RMR ​ 9/14/2017 ​ 1,600 ​ ​ 72,768 ​ ​ RMR ​ 9/15/2016 ​ 800 ​ ​ 36,384 ​ ​ DHC ​ 9/18/2019 ​ 8,000 ​ ​ 74,040 ​ ​ DHC ​ 9/13/2018 ​ 3,000 ​ ​ 27,765 ​ ​ DHC ​ 9/14/2017 ​ 1,600 ​ ​ 14,808 ​ ​ DHC ​ 9/15/2016 ​ 800 ​ ​ 7,404 ​ ​ ILPT ​ 9/18/2019 ​ 8,000 ​ ​ 170,000 ​ ​ ILPT ​ 9/13/2018 ​ 1,500 ​ ​ 31,875 ​ ​ OPI ​ 9/18/2019 ​ 12,000 ​ ​ 367,680 ​ ​ OPI ​ 9/13/2018 ​ 2,142 ​ ​ 65,631 ​ ​ OPI ​ 9/14/2017 ​ 1,428 ​ ​ 43,754 ​ ​ OPI ​ 9/15/2016 ​ 714 ​ ​ 21,877 ​ ​ SVC ​ 9/18/2019 ​ 8,000 ​ ​ 206,320 ​ ​ SVC ​ 9/13/2018 ​ 1,800 ​ ​ 46,422 ​ ​ SVC ​ 9/14/2017 ​ 800 ​ ​ 20,632 ​ ​ SVC ​ 9/15/2016 ​ 400 ​ ​ 10,316 ​ ​ FVE ​ 12/11/2018 ​ 112 ​ ​ 527 ​ ​ FVE ​ 12/13/2017 ​ 84 ​ ​ 395 ​ ​ FVE ​ 12/7/2016 ​ 56 ​ ​ 263 ​ ​ FVE ​ 12/14/2015 ​ 28 ​ ​ 132 ​ ​ THE RMR GROUP INC.   2020 Proxy Statement    25 ​ Table of Contents   ​   ​   ​ Stock Awards ​ Name ​ Company ​ Date Granted ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ Market Value of Shares or Units of Stock That Have Not Vested(1) ​   ​ ​ TA ​ 11/28/2018 ​ 240 ​ ​ 2,958 ​ ​ TA ​ 11/29/2017 ​ 108 ​ ​ 1,331 ​ ​ TA ​ 11/30/2016 ​ 72 ​ ​ 887 ​ ​ TA ​ 12/8/2015 ​ 36 ​ ​ 444 ​ ​ TRMT ​ 9/18/2019 ​ 8,000 ​ ​ 39,040 ​ ​ TRMT ​ 9/13/2018 ​ 3,000 ​ ​ 14,640 ​ ​ TRMT ​ 11/13/2017 ​ 2,000 ​ ​ 9,760 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​   ​   ​ ​ $1,579,125 ​ ​   ​   ​   ​ ​   ​ Matthew P. Jordan ​ RMR ​ 9/18/2019 ​ 4,000 ​ ​ $181,920 ​ ​ ​ RMR ​ 9/13/2018 ​ 2,400 ​ ​ 109,152 ​ ​ ​ RMR ​ 9/14/2017 ​ 1,600 ​ ​ 72,768 ​ ​ ​ RMR ​ 9/15/2016 ​ 800 ​ ​ 36,384 ​ ​ ​ DHC ​ 9/18/2019 ​ 8,000 ​ ​ 74,040 ​ ​ ​ DHC ​ 9/13/2018 ​ 2,400 ​ ​ 22,212 ​ ​ ​ DHC ​ 9/14/2017 ​ 600 ​ ​ 5,553 ​ ​ ​ DHC ​ 9/15/2016 ​ 300 ​ ​ 2,777 ​ ​ ​ ILPT ​ 9/18/2019 ​ 8,000 ​ ​ 170,000 ​ ​ ​ ILPT ​ 9/13/2018 ​ 1,500 ​ ​ 31,875 ​ ​ ​ OPI ​ 9/18/2019 ​ 8,000 ​ ​ 245,120 ​ ​ ​ OPI ​ 9/13/2018 ​ 306 ​ ​ 9,376 ​ ​ ​ OPI ​ 9/14/2017 ​ 204 ​ ​ 6,251 ​ ​ ​ OPI ​ 9/15/2016 ​ 102 ​ ​ 3,125 ​ ​ ​ SVC ​ 9/18/2019 ​ 8,000 ​ ​ 206,320 ​ ​ ​ SVC ​ 9/13/2018 ​ 1,500 ​ ​ 38,685 ​ ​ ​ SVC ​ 9/14/2017 ​ 600 ​ ​ 15,474 ​ ​ ​ SVC ​ 9/15/2016 ​ 300 ​ ​ 7,737 ​ ​ ​ FVE ​ 12/11/2018 ​ 112 ​ ​ 527 ​ ​ ​ FVE ​ 12/13/2017 ​ 84 ​ ​ 395 ​ ​ ​ FVE ​ 12/7/2016 ​ 56 ​ ​ 263 ​ ​ ​ FVE ​ 12/14/2015 ​ 28 ​ ​ 132 ​ ​ ​ TA ​ 11/28/2018 ​ 240 ​ ​ 2,958 ​ ​ ​ TA ​ 11/29/2017 ​ 108 ​ ​ 1,331 ​ ​ ​ TA ​ 11/30/2016 ​ 72 ​ ​ 887 ​ ​ ​ TA ​ 12/8/2015 ​ 36 ​ ​ 444 ​ ​ ​ TRMT ​ 9/18/2019 ​ 4,000 ​ ​ 19,520 ​ ​ ​ TRMT ​ 9/13/2018 ​ 1,500 ​ ​ 7,320 ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $1,272,546 ​   ​ (1) Equals the number of shares multiplied by the closing price of our Class A Common Shares or the respective client company's common shares on September 30, 2019. ​ 26    THE RMR GROUP INC.   2020 Proxy Statement ​ Table of Contents Potential Payments upon Termination or Change in Control On September 18, 2019, the Equity Plan Committee approved awards of 10,000 Class A Common Shares to Mr. Adam Portnoy and 5,000 Class A Common Shares to each of Ms. Jennifer Clark and Messrs. David Blackman, John Murray and Matthew Jordan in their capacities as our executive officers. These awards were valued at $45.99 per Class A Common Share, the closing price of the Class A Common Shares on the Nasdaq on the date the awards were made under our Equity Plan. The form of award agreement for each of these awards provides for vesting of the Class A Common Shares in five equal annual installments beginning on the date of the award and acceleration of vesting of all share awards upon the occurrence of certain change in control or employment 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 September 30, 2019. Name ​ Number of Shares Vested Upon Termination Event (#) ​ Value Realized on Termination Event as of September 30, 2019(1) ​   ​ Adam D. Portnoy ​ 17,600 ​ ​ $800,448 ​ Jennifer B. Clark ​ 8,800 ​ ​ 400,224 ​ John G. Murray ​ 8,800 ​ ​ 400,224 ​ David M. Blackman ​ 8,800 ​ ​ 400,224 ​ Matthew P. Jordan ​ 8,800 ​ ​ 400,224 ​   ​ (1) Equals the number of shares multiplied by the closing price of the Company's Class A Common Shares on September 30, 2019. Fiscal Year 2019 Compensation Elements Each of our named executive officers was provided with the following material elements of compensation in fiscal year 2019: Base Salary. In fiscal year 2019 we paid an annual base salary of $325,000 to each of our named executive officers. For our fiscal year 2020, we expect to pay an annual base salary of $350,000 to each of our named executive officers. Annual Cash Bonuses. Annual cash bonuses are a key component of our named executive officer compensation and represented the majority of compensation we paid to each of our named executive officers for our 2019 fiscal year. We did not provide guaranteed cash bonuses to any of our named executive officers for fiscal year 2019 and did not set specific performance targets on which bonuses would be payable. Instead, the annual cash bonuses we paid to our named executive officers with respect to fiscal year 2019 were discretionary in amount and were based on a performance evaluation conducted by, in the case of Adam Portnoy, the Equity Plan Committee, and in the case of other named executive officers, our Compensation Committee. The evaluation involved an analysis of both (i) our overall performance and (ii) the performance of the individual officer and his or her contributions to us. We believe this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including our named executive officers' ability to react to changing circumstances that impact our business. We believe our compensation process provided us with a better compensation structure than a formulaic bonus structure based solely on the achievement of specific pre-established performance targets which may not capture all appropriate factors that materially impacted our or the individual named executive officer's performance. Equity Awards. Under the Equity Plan, an aggregate of 600,000 Class A Common Shares are available for grants of options to acquire stock, restricted or unrestricted stock, contractual rights to receive stock in the future, stock appreciation rights, other rights to receive compensation in amounts determined by the value of the Class A Common Shares and cash based awards. Employees, Directors, independent ​ THE RMR GROUP INC.   2020 Proxy Statement    27 ​ Table of Contents contractors and consultants of the Company or any affiliate of the Company are eligible to receive awards under the Equity Plan. Equity awards we make to our employees (including our named executive officers) are made by our Equity Plan Committee. Equity awards made to our employees (including our named executive officers) by our public client companies are made to them by the compensation committees of the boards of such companies. 401(k) Plans. We maintain a 401(k) plan for eligible employees, including our named executive officers and provide matching contributions equal to 100.0% of the first 3.0% and 50.0% of the next 2.0% of an employee's cash compensation contributed to the plan up to stated maximums. We do not maintain a defined pension plan or any nonqualified deferred compensation plans. Employee Benefits. Eligible employees, including our named executive officers, participate in broad based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance. Our named executive officers participate in these programs on the same basis as other eligible employees. Employment Agreements. We have no employment agreements with our named executive officers or any of our other employees. ​ 28    THE RMR GROUP INC.   2020 Proxy Statement ​ Table of Contents PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS The 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 the independent auditors. The Audit Committee is responsible for approving the audit and permissible non-audit services provided by the independent auditors and the associated fees. The 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, the 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, legal proceedings involving the auditors, the results of PCAOB inspections and peer quality reviews of the auditors and the auditors' reputation in the marketplace. In connection with the mandated rotation of the independent auditors' lead engagement partner, the Audit Committee and its chair consider the selection of the new lead engagement partner identified by the independent auditors. Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP to serve as the Company's independent auditors for the fiscal year ending September 30, 2020. Ernst & Young LLP has served as the Company's independent auditors since our formation in 2015 and is considered by management and the Audit Committee to be well qualified. The Audit Committee has determined to submit its selection of the independent auditors to our shareholders for ratification. This vote will ratify prior action by the Audit Committee and will not be binding upon the Audit Committee. However, the Audit Committee may reconsider its prior appointment of the 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 Ernst & Young LLP for the fiscal years ended September 30, 2019 and 2018. ​ ​ ​ ​ ​ ​   ​ 2019 Fees ​ 2018 Fees ​ Audit Fees ​ ​ $748,780 ​ ​ $818,500 ​ Audit Related Fees ​ ​ — ​ ​ — ​ Tax Fees ​ ​ — ​ ​ — ​ All Other Fees ​ ​ 787 ​ ​ 720 ​ ​ ​ ​ ​ ​ ​ 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 Current Reports on Form 8-K and the review of any of the Company's Quarterly Reports on Form 10-Q. 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 due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services. ​ THE RMR GROUP INC.   2020 Proxy Statement    29 Table of Contents Tax Fees. This category consists of fees for tax services, including tax compliance, tax advice and tax planning. All Other Fees. This category consists of services that are not included in the above categories. The amounts for 2019 and 2018 reflect annual subscription fees for Ernst & Young LLP's online accounting research application. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors The 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 the Audit Committee or the services are included within a category that has been approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement or the category of services is approved. In certain circumstances, our management is required to notify the Audit Committee when approved services are undertaken and the Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. Our Director of Internal Audit is responsible for reporting to the Audit Committee regarding compliance with these policies and procedures. The Audit Committee will not approve engagements of the independent auditors to perform non-audit services for the Company if doing so will cause the independent auditors to cease to be independent within the meaning of applicable SEC or Nasdaq rules. In other circumstances, the 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 Public Company Accounting Oversight Board Rules. All services for which the Company engaged its independent auditors in fiscal 2019 and 2018 were approved by the Audit Committee. The total fees for audit and non-audit services provided by Ernst & Young LLP in fiscal 2019 and fiscal 2018 are set forth above. Our Audit Committee approved the engagement of Ernst & Young LLP to provide the non-audit services described above because it determined that Ernst & Young LLP providing these services would not compromise Ernst & Young LLP's independence and that the firm's familiarity with our record keeping and accounting systems would permit the firm to provide these services with equal or higher quality, more efficiently and at a lower cost than the Company could obtain these services from other providers. Other Information The Company has been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any material interest, direct or indirect, in any capacity in the Company or its subsidiaries. One or more representatives of Ernst & Young LLP will be present at the 2020 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. Assuming a quorum is present at the meeting, ratification of the appointment of the independent auditors requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at the 2020 Annual Meeting. The Board of Directors recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as independent auditors. ​ 30    THE RMR GROUP INC.   2020 Proxy Statement ​ Table of Contents REPORT OF THE AUDIT COMMITTEE In the course of the oversight by the Audit Committee (the "Audit Committee") of the Board of Directors of The RMR Group Inc. (the "Company") of the Company's financial reporting process, the Audit Committee has: (i) reviewed and discussed with management the audited financial statements for the fiscal year ended September 30, 2019; (ii) discussed with Ernst & Young LLP, the Company's independent auditors, the matters required to be discussed under PCAOB Auditing Standard No. 1301; (iii) received the written disclosures and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence; (iv) discussed with the independent auditors their independence; and (v) considered whether the provision of non-audit services by the independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time. Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, for filing with the Securities and Exchange Commission.
The Board		Ann Logan,Chair Rosen Plevneliev Walter C. Watkins, Jr.

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FREQUENTLY ASKED QUESTIONS

Proxy Materials and Voting Information

1.    What is elected by shareholders to overseeincluded in the Company's businessproxy materials? What is a proxy statement and long term strategy. As part of fulfilling its responsibilities, the Board oversees the safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company's compliance with applicable laws and regulations. Inherent in these responsibilitieswhat is a proxy?

The proxy materials for the 2020 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 2020 Annual Meeting, this Proxy Statement and the Company's Annual Report for the fiscal year ended September 30, 2019 (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 the SEC regulations require the Company to give you when it asks 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. We are asking you to designate the following three persons as your proxies for the 2020 Annual Meeting: Jennifer B. Clark, Managing Director, Executive Vice President, General Counsel and Secretary, Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer; and Adam D. Portnoy, Managing Director, President and Chief Executive Officer.

2.    What is the Board's understanding and oversightdifference between holding shares as a shareholder of the various risks facing the Company. The Board considers that risks should not be viewed in isolation and should be considered in virtually every business decisionrecord and as parta beneficial owner?

If your shares are registered directly in your name with the Company's 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 Class A Common Shares you hold in certificate form and in book entry form.

If your shares are held in an account you own at a bank or brokerage 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 Class A Common Shares.

If you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Class A 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 Class A Common Shares.

3.    What different methods can I use to vote?

By Written Proxy. All shareholders of record 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 March 10, 2020 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 Telephone or Internet. All shareholders of record also can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet atwww.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

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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 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 March 10, 2020 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.

In Person. All shareholders of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response toquestion 11.

A shareholder may revoke a proxy at any time before it is voted at the 2020 Annual Meeting, subject to the proxy voting deadlines described above, by authorizing a proxy again on a later date by internet or by telephone (only the last internet or telephone proxy submitted prior to the meeting will be counted), by signing and returning a later dated proxy card or by attending the meeting and voting in person or by sending an original written statement revoking the prior proxy to the Secretary of the Company at our principal executive office (or by hand delivery to the Secretary before the taking of the vote at the 2020 Annual Meeting). If you are a beneficial owner, see the response toquestion 11.

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

4.    Who may vote at the Company's business strategy.2020 Annual Meeting?

Holders of record of any class of our Common Shares as of the close of business on January 9, 2020, the record date, may vote at the meeting. Holders of any class of our Common Shares will vote as a single class on all matters at the meeting.

Oversight of Risk5.    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 the Board of Directors recommends on those proposals. Other than the proposals listed on pages 10 and 29, 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.

The Board oversees risk management.6.    What is a quorum? How are abstentions and broker non-votes counted?

A quorum of shareholders is required for shareholders to take action at the 2020 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 the 2020 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 Proposal 1 or Proposal 2. 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. There can be no broker non-votes on Proposal 2 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.

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• Board committees play significant roles in carrying out 7.    Can I access the risk oversight function. • Management implements risk management and the Company's Director of Internal Audit helps management evaluate and implement risk management. The Board oversees risk as part of its general oversight of the 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. The actual day to day business of the Company is conducted by management, and management is responsible to incorporate risk management in its activities. The Company's Director of Internal Audit provides the Company advice and assistance with the Company's risk management function. In discharging their oversight responsibilities, the Board and Board committees review regularly a wide range of reports provided to them by management, internal audit and service providers, including: • reports on market and industry conditions; • operating and regulatory compliance reports; • financial reports; • reports on risk management activities; • regulatory and legislative updates that may impact the Company; • reportsproxy materials on the security of the Company's information technology processes and the Company's data; and • legal proceedings updates and reports on other business related matters. The Board and Board committees discuss these matters among themselves and with management of the Company, the Director of Internal Audit, counsel and the Company's independent auditors. The Audit Committee takes a leading role in helping the Board fulfill its responsibilities for oversight of the Company's financial reporting, internal audit function, risk management and the Company's compliance with legal and regulatory requirements. The Audit Committee meets at least quarterly and reports its findings to the Board. The Board and Audit Committee review periodic reports from the Company's independent auditors regarding potential risks, including risks related to the Company's internal control over financial reporting. The Audit Committee also reviews annually, approves and oversees an internal audit plan developed by the Company's Director of Internal Audit with the goal of helping the Company systematically evaluate the effectiveness of its risk management, control and governance processes. The Audit Committee considers risks relating to cybersecurity and, for that purpose, receives regular reports ​ THE RMR GROUP INC.   2019 Proxy Statement    29 from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company, including updates on the internal and external cybersecurity landscape and relevant technical developments. The Audit Committee also meets periodically with the Company's Director of Internal Audit to review the results of the Company's internal audits, and directs or recommends to the Board actions or changes it determines appropriate to enhance or improve the effectiveness of the Company's risk management. The Compensation Committee evaluates the performance of the Company's Director of Internal Audit. It is not possible to identify all of the risks that may affect the Company 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 necessaryinternet? How can I sign up for the Company to bear certain risks to achieve its objectives. As a resultelectronic proxy delivery service?

The Notice of 2020 Annual Meeting, this Proxy Statement and the Annual Report are available atwww.proxyvote.com. You may access these proxy materials on the internet through the conclusion of the 2020 Annual Meeting.

Instead of receiving future copies of the Company's proxy materials by mail, shareholders of record 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.

8.    How are proxies solicited and what is the foregoing and other factors, the Company's ability to manage riskcost?

The Company bears all expenses incurred in connection with the solicitation of proxies. We will request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Class A 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 the Company's and its subsidiaries' directors, officers and employees, by mail, telephone or other electronic means or in person.

9.    What is subject to substantial limitations.householding?

As permitted by the Exchange Act, we may deliver only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 2020 Annual Meeting, this Proxy Statement and the Annual Report to Shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple 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 the Company at Investor Relations, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call the Company at (617) 796-8230. 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.

2020 Annual Meeting Information

To learn more about the risks facing the Company, you can review the matters discussed in Part10.    How do I "Item 1A. Risk Factors" and "Warning Concerning Forward Looking Statements" in our Annual Report. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company's business, financial condition or results of operations in future periods. Communication with the Board The Board has established a process to facilitate communication by shareholders and other interested parties with Directors. Communications should be addressed to Directors in care of the Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@rmrgroup.com. Code of Business Conduct and Ethics The Company has adopted the Code to, among other things, provide guidance to its Directors, officers and employees to ensure compliance with applicable laws and regulations. The Company's shareholders, Directors, executive officers and persons involved in the Company's business can ask questions about the Code and other ethics and compliance issues, or report potential violations as follows: by writing to the Director of Internal Audit at The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458; by calling toll free (866) 511-5038 or by filling out a report by visiting the Company's website,www.rmrgroup.com, clicking "Investors & Media," clicking "Corporate Governance" and then clicking "Governance Hotline." 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. Trading Policies Pursuant to the Company's insider trading policy, Directors and executive officers are required to obtain pre-approval from at least two designated individuals before trading or agreeing to trade in, including by entering into a share trading plan such as a 10b5-1 trading plan, any Company security, except for regular reinvestments in the Company's securities made pursuant to a dividend reinvestment plan. The Company's insider trading policy generally prohibits (i) the Company's Directors and officers, (ii) the directors and officers of the Company's subsidiaries and (iii) other employees of the Company and its subsidiaries, from, directly or indirectly through family members or others, purchasing or selling Class A Common Shares or the Company's other equity or debt securities while in possession of material, non-public information concerning the Company. Similar prohibitions also apply to trading in the securities of other public companies to which the Company provides management or advisory services on the basis of material, non-public information learned in the course of performing services for those companies. ​ 30    THE RMR GROUP INC.   2019 Proxy Statement ​ Corporate Sustainability The Company's business strategy incorporates and values sustainability principles. The Company seeks to build, improve and operate its business and assets in a manner that maximizes efficiency and operations. The Company considers ways to improve our internal working environment and culture and the communities in which we operate without sacrificing performance. Our engagement and sustainability strategy is primarily implemented by our operating subsidiary, RMR LLC, and focuses on a complementary set of objectives, including the following: • Responsible Investment: During the acquisition of properties, RMR LLC assesses, among other things, sustainability opportunities and climate related risks as part of the due diligence process conducted for its client companies. • Environmental Stewardship: The Company, through RMR LLC, seeks to improve its environmental footprint by reducing energy consumption and water usage across its portfolio of managed properties, especially when doing so may reduce operating costs and improve the competitive positions of our managed properties and companies. • Corporate Citizenship: The Company, through RMR LLC, seeks to be a responsible corporate citizen and to strengthen the communities in which it does business. RMR LLC regularly encourages its employees to engage in a variety of charitable and community programs, including participation in a company wide service day and a matching charitable giving program. To learn more about our sustainability initiatives, visitwww.rmrgroup.com/corporate-sustainability. Shareholder Nominations and Other Proposals Deadline to Submit Nominations and Proposals forattend the 2020 Annual Meeting of Shareholders for Purposes of Rule 14a-4(c)(1)in person?

Attendance at the meeting is limited to the Company's Directors and officers, shareholders as of the record date (January 9, 2020) or their duly authorized representatives or proxies, and other persons permitted by the Chairman of the meeting. All attendees need photo identification for admission.

•

Record owners:  If you are a shareholder as of the record date who holds shares directly, you need not present any documentation to attend the 2020 Annual Meeting, other than photo identification.

•

Beneficial owners:  If you are a shareholder as of the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must present evidence of your beneficial

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ownership of shares. For this purpose, a copy of a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable and such copy may be retained by the Company. Please note that you will not be able to vote your shares at the meeting without a legal proxy, as described in the response toquestion 11.

If you have questions regarding these admission procedures, please call Investor Relations at (617) 796-8230.

:   To be timely for purposes of Rule 14a-4(c)(1) under the Exchange Act, shareholder nominations and proposals intended to be made11.    How can I vote in person at the meeting if I am a beneficial owner?

If you are a beneficial owner and want to vote your shares at the 2020 Annual Meeting, you need a legal proxy from your bank, broker or other nominee. You also need to follow the procedures described in the response toquestion 11 and to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response toquestion 11. However, you will not be able to vote your shares at the meeting without a legal proxy. The Company encourages you to vote your shares in advance, even if you intend to attend the meeting.

Company Documents, Communications and Shareholder Proposals

12.    How can I view or request copies of the Company's SEC filings and other documents?

You can visit our website to view our Governance Guidelines, Board committee charters and the Code. To view these documents, go towww.rmrgroup.com, click on "Investors & Media" and then click on "Corporate Governance." To view the Company's SEC filings and Forms 3, 4 and 5 filed by the Company's Directors and executive officers, go to www.rmrgroup.com, click on "Investors & Media" and then click on "Financial Information."

We will deliver free of charge, upon request, a copy of the Company's 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.

13.    How can I communicate with the Company's Directors?

Any shareholder or other interested person who wants to communicate with the Company's Directors, individually or as a group, should write to the party for whom the communication is intended, c/o Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email secretary@rmrgroup.com. The communication will then be delivered to the appropriate party or parties.

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14.    How do I submit a nomination or other proposal for action at the 2021 annual meeting of shareholders must be received by the Company not later than December 9, 2019;provided, that, if the date of the 2020 annual meeting of shareholders is more than 30 days earlier or later than April 3, 2020, then a shareholder's notice must be so delivered a reasonable time before the Company sends its proxy materials for the 2020 annual meeting of shareholders.shareholders? Deadline to Submit Proposals for the 2020 Annual Meeting of Shareholders for Purposes of Rule 14a-8:    Shareholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received at the Company's principal executive offices on or before September 25,

A proposal for action to be presented by any shareholder at the Company's 2021 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 the Company's principal executive offices by September 18, 2020.

•

For a nomination or proposal to be timely for purposes of Rule 14a-4(c)(1) under the Exchange Act, the proposal must be received by the Company no later than December 2, 2020.

Proposals should be sent to the Company's 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 8 of this Proxy Statement.

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RELATED PERSON TRANSACTIONS

In this "Related Person Transactions" section, unless the context requires otherwise, references to "RMR Inc.", "we," "us" and "our" refer solely to The RMR Group Inc., a Maryland corporation, and not any of our subsidiaries. The description 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 Annual Report.

A "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 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 October 1, 2018 was:

•

a Director, a nominee for Director or an executive officer of us;



•

known to us to be the beneficial owner of more than 5% 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% or greater beneficial ownership interest.

We have adopted written Governance Guidelines that contain guidelines for the consideration and approval of any related person transactions. Under these Governance Guidelines, neither we nor any of our subsidiaries may enter into a transaction in which any Director or executive officer, any member of the immediate family of any Director 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 the Board and the Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of the Board and (ii) the affirmative vote of a majority of the Independent Directors (as such term is defined under Nasdaq rules). In determining whether to approve or ratify a transaction, the Board, or disinterested Directors or Independent Directors, as the case may be, also act in accordance with any applicable provisions of our Articles of Amendment and Restatement and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to the Company. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies, as described above, and Maryland law. In the case of any transaction with us in which any other employee of us who is subject to the Code who has a direct or indirect material interest in the transaction, 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.rmrgroup.com.

Related Persons

We conduct substantially all of our business through our majority owned subsidiary, RMR LLC. We have no employees, and the personnel and various services we require to operate our business are or will be provided to us by RMR LLC. We serve as the managing member of RMR LLC and, as of January 9, 2020, we owned 15,300,302 class A membership units of RMR LLC and 1,000,000 class B membership units of RMR LLC.

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Adam D. Portnoy, one of our Managing Directors, is the sole trustee of our controlling shareholder, ABP Trust, and owns all of ABP Trust's voting securities and a majority of the economic interests of ABP Trust. As of January 9, 2020, Adam D. Portnoy beneficially owned, in aggregate, including through ABP Trust, (i) 144,502 Class A Common Shares, (ii) all the outstanding Class B-1 Common Shares, (iii) all the outstanding Class B-2 Common Shares, and (iv) 15,000,000 Class A Units of RMR LLC. Our Class B-1 Common Shares and Class B-2 Common Shares entitle holders to ten votes per share. As a result of their ownership of our Common Shares and units of RMR LLC, Adam D. Portnoy and ABP Trust, in effect, own in aggregate a combined direct and indirect 51.6% economic interest in RMR LLC and control 91.4% of the voting power of our outstanding Common Shares.

Adam D. Portnoy, Jennifer B. Clark and Matthew P. Jordan are officers of ABP Trust and the Company and officers and employees of RMR LLC, and John G. Murray, David M. Blackman and Jonathan M. Pertchik are officers and employees of RMR LLC.

Through RMR LLC, we provide management services for four real estate investment trusts: Diversified Healthcare Trust, formerly known as Senior Housing Properties Trust (including its subsidiaries, "DHC"); Industrial Logistics Properties Trust (including its subsidiaries, "ILPT"); Office Properties Income Trust (including its subsidiaries, "OPI"); and Service Properties Trust, formerly known as Hospitality Properties Trust (including its subsidiaries, "SVC," and together with DHC, ILPT and OPI, the "Managed Equity REITs"). Prior to December 31, 2018, Select Income REIT (including its subsidiaries, "SIR") was a separate Managed Equity REIT. On December 31, 2018, SIR merged with and into a subsidiary of OPI (then known as Government Properties Income Trust ("GOV")), which subsidiary then merged into OPI, and SIR's separate business and property management agreements with RMR LLC were terminated. Since these mergers, the combined company continues to be managed by RMR LLC pursuant to OPI's business and property management agreements with RMR LLC. In this proxy statement, we refer to SIR separately in some instances when referencing matters or time periods on or before December 31, 2018.

As of January 9, 2020, Adam D. Portnoy beneficially owned, in aggregate, including through ABP Trust, 1.1% of DHC's outstanding common shares, 1.2% of ILPT's outstanding common shares, 1.5% of OPI's outstanding common shares and 1.1% of SVC's outstanding common shares.

On July 1, 2019, DHC, OPI and SVC sold all their Class A Common Shares in an underwritten public offering at a price to the public of $40.00 per share pursuant to an underwriting agreement among us, those Managed Equity REITs and the underwriters named therein.

Through our subsidiary Tremont Realty Advisors LLC ("Tremont Advisors"), we provide advisory services for Tremont Mortgage Trust, a mortgage REIT (including its subsidiaries, "TRMT" and together with the Managed Equity REITs, the "Managed REITs"), and, as of December 18, 2019, Centre Street Finance LLC, a private fund focused on originating and investing in mortgage loans ("Centre Street," and together with TRMT, the "Tremont Advisory Clients"). Centre Street is a direct wholly-owned subsidiary of ABP Trust. Tremont Advisors is also TRMT's largest shareholder, owning 1,600,100 of TRMT's common shares, or approximately 19.4% of its outstanding common shares as of January 9, 2020.

Through RMR LLC, we provide management services for three real estate based operating companies: Five Star Senior Living Inc. (including its subsidiaries, "FVE"); Sonesta International Hotels Corporation (including its subsidiaries, "Sonesta"); and TravelCenters of America Inc. (including its subsidiaries, "TA" and together with FVE and Sonesta, the "Managed Operators"). Through RMR LLC, we provide management services for certain related private companies, including ABP Trust and RMR Office Property Fund LP, a private open end real estate fund (the "Open End Fund"), and also provided management services to Affiliates Insurance Company, an Indiana Insurance Company ("AIC"), which is currently in the process of dissolving. Through our subsidiary RMR Advisors, we also provide advisory services for RMR Real Estate Income Fund ("RIF"). As of January 9, 2020: Adam D. Portnoy, including through ABP Trust, beneficially owned 6.3% of the outstanding common stock of FVE; Adam D. Portnoy, including through RMR LLC, beneficially owned 4.0% of TA's outstanding common shares; and Adam D. Portnoy, including through ABP Trust, beneficially owned 2.3% of RIF's outstanding common shares. The general partner of the Open End Fund is a subsidiary of ABP Trust, and ABP Trust and RMR LLC are the limited partners of the Open End Fund. As of January 9, 2020, ABP Trust owned 206,300 limited partnership units of the

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Open End Fund and RMR LLC owned no limited partnership units, but has committed to contributing $100.0 million to the Open End Fund.

Adam D. Portnoy is the majority owner and a director of Sonesta. Adam D. Portnoy is also the chair of the board of trustees of each of the Managed Equity REITs, the chair of the board of directors of each of Five Star and TA, a managing trustee or managing director of each of the Managed REITs, FVE, TA and RIF. Jennifer B. Clark is a managing trustee of DHC and RIF and a director of Sonesta. As of January 9, 2020, ABP Trust owned 14.3% of AIC. Other officers of the Company serve as managing trustees or managing directors of certain of the Managed REITs, RIF and TA and executive officers of the Managed REITs, Managed Operators, RIF, ABP Trust and the Open End Fund.

The Managed Equity REITs and the Open End Fund have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs and the Open End Fund pursuant to management agreements with them. All the officers of the Managed Equity REITs and the Open End Fund are officers or employees of RMR LLC. TRMT has no employees. All the officers, overhead and required office space of TRMT are provided or arranged by Tremont Advisors, and all of TRMT's officers are officers or employees of Tremont Advisors or RMR LLC. RIF has no employees and no office separate from RMR Advisors. All the officers, overhead and required office space of RIF are provided or arranged by RMR Advisors and officers of RIF are officers or employees of RMR Advisors or RMR LLC.

Several of our client companies have material historical and ongoing relationships with other of our client companies and several of the independent trustees and independent directors of our public client companies also serve as independent trustees or independent directors of other of our public client companies. For example, as of January 9, 2020, DHC owned 33.9% of the outstanding common stock of FVE and SVC owned 8.2% of the outstanding common shares of TA. In addition, ABP Trust, DHC, ILPT, OPI, SVC, FVE and TA each own 14.3% of the outstanding common stock of AIC and are parties to an AIC shareholders agreement, and Adam D. Portnoy, and the independent trustees and independent directors of the Managed REITs, FVE and TA serve on the board of directors of AIC. SVC is TA's principal landlord, and TA is SVC's largest tenant, operating travel center locations owned by SVC pursuant to long term leases. As of January 1, 2020, FVE and DHC completed their restructuring transaction, which provided that, among other things, all of the senior living communities that DHC owns that FVE operates will be operated by FVE pursuant to long term management agreements and FVE issued shares of its common stock to DHC and DHC's shareholders such that, after giving effect to those issuances, DHC owned approximately 33.9% of FVE's outstanding common stock and DHC shareholders received shares representing approximately 51.1% of FVE's outstanding common stock. Sonesta manages a number of SVC's hotels pursuant to long term management agreements.

Related Person Transactions

Management and Advisory Services

As a result of the relationships described in this "Related Person Transactions" section, the Managed REITs, the Managed Operators, the Open End Fund, AIC, RIF and ABP Trust may be considered to be related persons of us. RMR LLC recognized management services, advisory services and reimbursable payroll and related cost revenues from these related parties for the fiscal year ended September 30, 2019 in order to be eligible to be included in the proxy statement for the 2020 annual meeting of shareholders;provided, that, if the date of the 2020 annual meeting of shareholders is more than 30 days before or after April 3, 2020, such a proposal must be submitted within a reasonable time before the Company begins to print its proxy materials. Under Rule 14a-8, the Company is not required to include shareholder proposals in its proxy materials in certain circumstances or if conditions specified in the rule are not met.

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Related Person Transactions

In this "Related Person Transactions" section, unless the context requires otherwise, references to "RMR Inc.", "we," "us" and "our" refer solely to The RMR Group Inc., a Maryland corporation, and not any of our subsidiaries. The description 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 Annual Report.

A "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 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 October 1, 2017 was:

•

a Director, a nominee for Director or an executive officer of us;



•

known to us to be the beneficial owner of more than 5% 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% or greater beneficial ownership interest.

We have adopted written Governance Guidelines that contain guidelines for the consideration and approval of any related person transactions. Under these Governance Guidelines, neither we nor any of our subsidiaries may enter into a transaction in which any Director or executive officer, any member of the immediate family of any Director 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 the Board and the Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of the Board and (ii) the affirmative vote of a majority of the Independent Directors (as such term is defined under Nasdaq rules). In determining whether to approve or ratify a transaction, the Board, or disinterested Directors or Independent Directors, as the case may be, also act in accordance with any applicable provisions of our Charter and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to the Company. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies, as described above, and Maryland law. In the case of any transaction with us in which any other employee of us who is subject to the Code who has a direct or indirect material interest in the transaction, 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.rmrgroup.com.

Related Persons

We conduct substantially all of our business through our subsidiary, RMR LLC. We have no employees, and the personnel and various services we require to operate our business are or will be provided to us by RMR LLC. We serve as the managing member of RMR LLC and, as of January 16, 2019, we owned

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32    THE RMR GROUP INC.   2019 Proxy Statement

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15,229,687 class A membership units of RMR LLC and 1,000,000 class B membership units of RMR LLC.

Adam D. Portnoy, one of our Managing Directors, is the sole trustee of our controlling shareholder, ABP Trust, and owns a majority of ABP Trust's voting securities. As of January 16, 2019, Adam D. Portnoy beneficially owned, in aggregate, including through ABP Trust, (i) 132,002 Class A Common Shares, (ii) all the outstanding Class B-1 Common Shares, (iii) all the outstanding Class B-2 Common Shares, and (iv) 15,000,000 Class A Units of RMR LLC. Our Class B-1 Common Shares and Class B-2 Common Shares entitle holders to ten votes per share. As a result of their ownership of our Common Shares and units of RMR LLC, Adam D. Portnoy and ABP Trust, in effect, own in aggregate a combined direct and indirect 51.7% economic interest in RMR LLC and control 91.4% of the voting power of our outstanding Common Shares.

Adam D. Portnoy and Jennifer B. Clark, our other Managing Director, are also officers of ABP Trust and the Company and officers and employees of RMR LLC. Until his death on February 25, 2018, Barry M. Portnoy, one of our founders was a Managing Director of us, an owner and trustee of ABP Trust and an officer and employee of RMR LLC.

Through RMR LLC, we provide management services for four real estate investment trusts: Hospitality Properties Trust (including its subsidiaries, "HPT"); Industrial Logistics Properties Trust (including its subsidiaries, "ILPT"); Office Properties Income Trust, (including its subsidiaries, "OPI"); and Senior Housing Properties Trust (including its subsidiaries, "SNH" and together with HPT, ILPT and OPI, the "Managed Equity REITs"). Prior to December 31, 2018, Select Income REIT (including its subsidiaries, "SIR") was a separate Managed Equity REIT. On December 31 2018, SIR merged with and into a subsidiary of OPI (then known as Government Properties Income Trust ("GOV")), which subsidiary then merged into OPI, and SIR's separate business and property management agreements with RMR LLC were terminated. Since these mergers, the combined company continues to be managed by RMR LLC pursuant to OPI's business and property management agreements with RMR LLC. In this proxy statement, we refer to SIR separately in some instances when referencing matters or time periods on or before December 31, 2018.

As of January 16, 2019, HPT, OPI and SNH owned 2,503,777, 2,801,061, and 2,637,408 of our Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, including through ABP Trust, 1.1% of HPT's outstanding common shares, 1.2% of ILPT's outstanding common shares, 1.5% of OPI's outstanding common shares and 1.1% of SNH's outstanding common shares.

Through our subsidiary Tremont Realty Advisors LLC ("Tremont Advisors"), we provide advisory services for Tremont Mortgage Trust, a mortgage real estate investment trust (including its subsidiaries, "TRMT" and together with the Managed Equity REITs, the "Managed REITs"). Tremont Advisors is also TRMT's largest shareholder, owning 600,100 of TRMT's common shares, or approximately 18.9% of its outstanding common shares as of January 16, 2019.

Through RMR LLC, we provide management services for three real estate based operating companies: Five Star Senior Living Inc. (including its subsidiaries, "FVE"); Sonesta International Hotels Corporation (including its subsidiaries, "Sonesta"); and TravelCenters of America LLC (including its subsidiaries, "TA" and together with FVE and Sonesta, the "Managed Operators"). Through RMR LLC, we also provide management services to Affiliates Insurance Company, an Indiana insurance company ("AIC"), ABP Trust and RMR Office Property Fund LP, a newly formed private open end real estate fund (the "Open End Fund"). Through our subsidiary RMR Advisors LLC ("RMR Advisors"), we also provide advisory services for RMR Real Estate Income Fund ("RIF"). As of January 16, 2019: Adam D. Portnoy, including through ABP Trust, beneficially owned 35.7% of the outstanding common stock of FVE; Adam D. Portnoy, including through RMR LLC, beneficially owned 4.0% of TA's outstanding common shares; and Adam D. Portnoy, including through ABP Trust, beneficially owned 2.2% of RIF's outstanding common shares. The general partner of the Open End Fund is a subsidiary of ABP Trust, and ABP Trust and RMR LLC are the limited partners of the Open End Fund. As of January 16, 2019, ABP Trust owned 206,300 limited

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THE RMR GROUP INC.   2019 Proxy Statement    33

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partnership units of the Open End Fund and RMR LLC owned no limited partnership units, but has committed to contributing $100 million to the Open End Fund.

Adam D. Portnoy is a director of AIC and the majority owner and a director of Sonesta. Adam D. Portnoy is also a managing trustee or managing director of each of the Managed REITs, FVE, RIF and TA. Jennifer B. Clark is a managing trustee of RIF and SNH, president of AIC and a director of Sonesta. As of January 16, 2019, ABP Trust owned 14.3% of AIC. Until his death on February 25, 2018, Barry M. Portnoy, was an owner and director of Sonesta and also served as a managing trustee or managing director of the Managed REITs, FVE, RIF and TA and as a director of AIC. Other officers of the Company serve as managing trustees or managing directors of certain of the Managed REITs, RIF and TA and executive officers of the Managed REITs, Managed Operators, RIF, ABP Trust and the Open End Fund.

The Managed Equity REITs, AIC and the Open End Fund have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs, AIC and the Open End Fund pursuant to management agreements with them. All the officers of the Managed Equity REITs, AIC and the Open End Fund are officers or employees of RMR LLC. TRMT has no employees. All the officers, overhead and required office space of TRMT are provided or arranged by Tremont Advisors, and all of TRMT's officers are officers or employees of Tremont Advisors or RMR LLC. RIF has no employees and no office separate from RMR Advisors. All the officers, overhead and required office space of RIF are provided or arranged by RMR Advisors and officers of RIF are officers or employees of RMR Advisors or RMR LLC.

Several of our client companies have material historical and ongoing relationships with other of our client companies and several of the independent trustees and independent directors of our public client companies also serve as independent trustees or independent directors of other of our public client companies. For example, as of January 16, 2019, HPT owned 8.5% of the outstanding common shares of TA and SNH owned 8.3% of the outstanding common stock of FVE. In addition, ABP Trust, HPT, ILPT, OPI, SNH, FVE and TA each own 14.3% of the outstanding common stock of AIC and are parties to an AIC shareholders agreement, and Adam D. Portnoy, and the independent trustees and independent directors of the Managed REITs, FVE and TA serve on the board of directors of AIC. HPT is TA's principal landlord, and TA is HPT's largest tenant, operating travel center locations owned by HPT pursuant to long term leases. SNH is FVE's principal landlord and FVE is SNH's largest tenant and manager of senior living communities, operating senior living communities owned by SNH pursuant to long term agreements. Sonesta manages a number of HPT's hotels pursuant to long term management agreements.

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34    THE RMR GROUP INC.   2019 Proxy Statement

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Related Person Transactions

Management and Advisory Services

As a result of the relationships described in this"Related Person Transactions" section, the Managed REITs, the Managed Operators, the Open End Fund, AIC, RIF and ABP Trust may be considered to be related persons of us. RMR LLC recognized management services, advisory services and reimbursable payroll and related cost revenues from these related parties for the fiscal year ended September 30, 2018 as set forth in the following table (dollars in thousands):

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THE RMR GROUP INC.   2020 Proxy Statement    39

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Table of Contents

		For the Fiscal Year Ended September 30, 2018
Managed Equity REITs:(1)		​
HPT(2)		$	118,596
ILPT(5)		​	10,935
OPI(3)(4)			53,954
SIR(2)(3)(5)		​	62,321
SNH(2)			118,301
​	​	​	​	​
​		​	364,107
​	​	​	​	​
Managed Operators:
FVE(1)		​	9,840
Sonesta			2,847
TA(1)		​	15,357
​	​	​	​	​
			28,044
​	​	​	​	​
Other:		​
ABP Trust			4,865
AIC		​	240
Open End Fund			608
RIF		​	2,888
TRMT			2,505
​	​	​	​	​
​		​	11,106
​	​	​	​	​
		$	403,257
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

(1)

Includes reimbursable payroll related and other costs (which include share awards by

	​	For the identified companies to our executive officers and other employees totaling $53,152 for the fiscal year endedFiscal Year Ended September 30, 2018).2019 (2)	Includes, for HPT, SIR and SNH incentive business management fees of $74,600, $25,600 and $55,700, respectively, which RMR LLC earned from HPT, SIR and SNH on December 31, 2017 and which were paid in January 2018. See the section entitled "​
​	​	​	​
Our Management Agreements with the Managed Equity REITSREITs:	​		​
" below for a description of this incentive fee. On December 31, 2018, RMR LLC earned incentive fees from HPT, SNH andDHC(3)	​	$210,728	​
ILPT	​	43,242	​
OPI(2)	​	239,291	​
SIR in the amounts of $53,635, $40,642 and $25,817, respectively, under the applicable business management agreement with respect to such (2)(3)	​	47,843	​
SVC(3)	​	102,029	​
​	​	​	​
​	​	643,133	​
​	​	​	​
Managed Equity REIT's year ended December 31, 2018, which were paid in January 2019. Operators: (3) SIR merged with and into a subsidiary of OPI on December 31, 2018, which subsidiary then merged into OPI, and SIR's separate business and property management agreements with RMR LLC were terminated. The combined company continues to be managed by RMR LLC pursuant to OPI's business and property	​		​
THE RMR GROUP INC.   2019 Proxy Statement    35 FVE	​	9,702	​
Sonesta	​	3,186	​
TA	​	14,191	​
​	​	​	​
management agreements with RMR LLC. This table presents the management services and reimbursable payroll and related cost revenues from SIR separately as they relate to periods prior to the merger with OPI. (4) In October 2017, in connection with OPI's acquisition of First Potomac Realty Trust ("FPO"), RMR LLC entered into separate property management agreements with certain FPO subsidiaries. Under those agreements, the applicable subsidiary pays RMR LLC property management fees directly, which fees are credited against the property management fees payable by OPI to RMR LLC. (5) RMR LLC entered into business and property management agreements with ILPT on January 17, 2018, on substantially similar terms as RMR LLC's then business and property management agreements with SIR. Prior to January 17, 2018, properties owned by SIR and contributed to ILPT in connection with ILPT's initial public offering on January 17, 2018 were managed by RMR LLC pursuant to its business and property management agreements with SIR.	​	27,079	​
​	​	​	​
Our Management Agreements with the Managed Equity REITsOther: RMR LLC is party to a business management agreement and a property management agreement with each Managed Equity REIT. Each business management agreement requires RMR LLC to use its reasonable best efforts to present the Managed Equity REIT with a continuing and suitable real estate investment program consistent with the REIT's real estate investment policies and objectives. Each property management agreement requires RMR LLC to act as managing agent for each Managed Equity REIT's properties and devote such time, attention and effort as may be appropriate to operate and manage the Managed Equity REIT's properties in a diligent, orderly and efficient manner.	​		​
Business Management Fees and Expense Reimbursement.  Each business management agreement between RMR LLC and a Managed Equity REIT provides for (i) an annual base management fee, payable monthly, and (ii) an annual incentive business management fee. The annual base management fee generally is calculated as the lesser of: • the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250.0 million, plus (c) 0.5% of the average invested capital exceeding $250.0 million; and • the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250.0 million, plus (b) 0.5% of the average market capitalization exceeding $250.0 million. The base management fee is payable monthly in arrears. The annual incentive business management fee payable by each Managed Equity REIT, if any, is calculated as follows: • The incentive business management fee is calculated as an amount equal to 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the measurement period, and (b) the amount, expressed as a percentage, by which the Managed Equity REIT's total return per share realized by its common shareholders (i.e., share price appreciation plus dividends, or the "total return per share"), exceeds the total shareholder return of a specified REIT index (the "benchmark return per share") for the relevant measurement period, with each of (a) and (b) subject to adjustments for common shares issued by the Managed Equity REIT during the measurement period. • For purposes of the annual incentive fee, the specified REIT index is: for HPT, the SNL U.S. REIT Hotel Index; for ILPT, the SNL U.S. REIT Equity Index for periods prior to January 1, 2019 and ILPT and RMR LLC each recently agreed that the index will be the SNL U.S. Industrial REIT Index for periods beginning on and after January 1, 2019; for OPI, the SNL U.S. REIT Equity Index for periods prior to January 1, 2019 and OPI and RMR LLC each recently agreed that the index will be ​ 36    THE RMR GROUP INC.   2019 Proxy Statement ​ the SNL U.S. Office REIT Index for periods beginning on and after January 1, 2019; and for SNH, the SNL U.S. REIT Healthcare Index. • No incentive business management fee is payable by the Managed Equity REIT unless its total return per share during the measurement period is positive. • The measurement period for an annual incentive business management fee is defined as the three year period ending on December 31 of the year for which such fee is being calculated, except that ILPT's annual incentive business management fee for 2018, 2019 and 2020 will be based on a shorter period subsequent to its initial public offering (from January 12, 2018 through applicable calendar year end). • If the Managed Equity REIT's total return per share exceeds 12% per year in the measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the specified REIT index for such measurement period and 12% per year (the "adjusted benchmark return per share"). In instances where the adjusted benchmark return per share applies, the incentive fee will be reduced if the Managed Equity REIT's total return per share is between 200 basis points and 500 basis points below the specified REIT index by a low return factor, as defined in the applicable business management agreement, and there will be no incentive business management fee paid if, in these instances, the Managed Equity REIT's total return per share is more than 500 basis points below the specified REIT index. • The incentive management fee payable by the Managed Equity REIT is subject to a cap equal to the value of the number of its common shares which would, after issuance, represent (a) 1.5% of the number of its common shares outstanding on December 31 of the year for which such fee is being calculated multiplied by (b) the average closing price of its common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period. • Incentive fees paid by the Managed Equity REIT for any measurement period may be subject to certain "clawback" if the financial statements of the Managed Equity REIT for that measurement period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive fee paid by the Managed Equity REIT was greater than the amount it would have paid based on the restated financial statements. If the business management agreement is terminated, the base business management fee and incentive business management fee due in respect of any partial period prior to the date of termination will be prorated as provided in the agreement. Under each business management agreement, the Managed Equity REIT pays or reimburses RMR LLC for all of the expenses relating to the Managed Equity REIT's activities and RMR LLC bears its general and administrative expenses relating to its performance of its obligations under the agreement, including expenses of its personnel, rent and other office expenses, unless otherwise agreed. Also, the allocable cost of internal audit services is reimbursed by each Managed Equity REIT to RMR LLC; for the fiscal year ended September 30, 2018, the Managed Equity REITs cumulatively reimbursed RMR LLC approximately $1.1 million for such services. These amounts are included in the amounts we report as management services revenue. Property Management Fees and Expense Reimbursement.  No property management fees are payable by a Managed Equity REIT to RMR LLC for any hotels, senior living communities or travel centers which are leased to, or managed by, a Managed Operator or another operating business such as a hotel management company or a senior living or healthcare services provider. For other properties, each property management agreement between RMR LLC and a Managed Equity REIT provides for (1) a management fee equal to 3.0% of the gross rents collected from tenants and (2) a construction supervision fee equal to 5.0% of the cost of any construction, renovation or repair activities at the ​ THE RMR GROUP INC.   2019 Proxy Statement    37 ​ Managed Equity REIT's properties, other than ordinary maintenance and repairs. Also, under each property management agreement, the Managed Equity REIT pays certain allocable expenses of RMR LLC in the performance of its duties, including wages for onsite property management personnel and allocated costs of centralized property management services. Term and Termination.  The terms of the business and property management agreements with each Managed Equity REIT end on December 31, 2038, and automatically extend on December 31st of each year so that the terms thereafter end on the 20th anniversary of the date of the extension. A Managed Equity REIT has the right to terminate its management agreements with RMR LLC: (1) at any time upon 60 days' written notice for convenience, (2) immediately upon written notice for cause, as defined in the agreements, (3) on written notice given within 60 days after the end of any calendar year for a performance reason, as defined in the agreements, and (4) by written notice during the 12 months following a manager change of control, as defined in the agreements. RMR LLC has the right to terminate the management agreements for good reason, as defined in the agreements. If a Managed Equity REIT terminates a management agreement for convenience, or if RMR LLC terminates a management agreement with a Managed Equity REIT for good reason, the Managed Equity REIT is obligated to pay RMR LLC a termination fee equal to the sum of the present values of the monthly future fees, as defined in the agreement, payable for the remaining term of the agreement, assuming it had not been terminated. If a Managed Equity REIT terminates a management agreement for a performance reason, as defined in the agreement, the Managed Equity REIT is obligated to pay RMR LLC the termination fee calculated as described above, but assuming a remaining term of ten years. A Managed Equity REIT is not required to pay any termination fee if it terminates its business or property management agreements for cause, or as a result of a manager change of control, in each case as defined in such agreements. The management agreements provide for certain proportional adjustments to the termination fees in certain circumstances. Other Provisions.  Under both the business and property management agreements, each Managed Equity REIT has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of RMR LLC with respect to the provision of services by RMR LLC, except to the extent such provision was in bad faith or fraudulent, was willful misconduct or was grossly negligent. In addition, each management agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, will be subject to mandatory arbitration in accordance with procedures provided in the agreement. Termination of SIR Management Agreements and Waiver of Termination Fees in Connection with GOV-SIR Merger.  On December 31, 2018, SIR merged with and into a wholly owned subsidiary of OPI (then GOV) (the "SIR/GOV Merger") and the surviving entity in that merger merged with and into OPI, with OPI as the surviving entity. OPI continues to be managed by RMR LLC pursuant to its business and property management agreements with RMR LLC. Contemporaneously with the execution of the merger agreement for this transaction, on September 14, 2018, SIR and RMR LLC entered into a letter agreement, pursuant to which, effective upon consummation of the SIR/GOV Merger, SIR terminated its business and property management agreements with RMR LLC for convenience, and RMR LLC waived its right to receive payment of the termination fee that would otherwise be due pursuant to each such agreement upon such termination. Our Management Agreement with TRMT Tremont Advisors is party to a management agreement with TRMT, pursuant to which Tremont Advisors will implement TRMT's business strategies subject to the oversight of TRMT's board of trustees and is responsible for TRMT's day to day operations and to perform (or cause to be performed) corporate office functions for TRMT. In June 2018, Tremont Advisors agreed to waive any business management fees otherwise due and payable by TRMT pursuant to the management agreement for the period beginning July 1, 2018 until June 30, 2020. In addition, no incentive fee will be paid or payable by TRMT to Tremont Advisors for the 2018 or 2019 calendar years. ​ 38    THE RMR GROUP INC.   2019 Proxy Statement ​ Fees and Expense Reimbursements.  Under the management agreement, TRMT is responsible to pay Tremont Advisors the following: • Base Management Fee.  TRMT is required to pay Tremont Advisors an annual base management fee equal to 1.5% of TRMT's equity, payable in cash quarterly (0.375% per quarter) in arrears. Under the management agreement, "equity" means (a) the sum of (i) the proceeds received by TRMT from its initial public offering (the "TRMT IPO") and the concurrent private placement of its common shares to Tremont Advisors, plus (ii) the net proceeds received by TRMT from any future sale or issuance of shares of beneficial interest of TRMT, plus (iii) TRMT's cumulative core earnings (as defined in the management agreement) for the period commencing on the completion of the TRMT IPO to the end of the most recent calendar quarter, less (b) (i) any distributions previously paid to holders of its common shares, (ii) any incentive fee previously paid to Tremont Advisors and (iii) any amount that TRMT may have paid to repurchase its common shares. All items in the foregoing sentence (other than clause (a)(iii)) are calculated on a daily weighted average basis. • Incentive Fee.  Starting in the calendar quarter ending December 31, 2018, TRMT is required to pay Tremont Advisors 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) TRMT's core earnings for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) TRMT's equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), 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 Advisors with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless TRMT's core earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters from the date of the completion of the TRMT IPO) 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 Advisors, "core earnings" is defined as net income (or loss) attributable to common shareholders of TRMT, computed in accordance with generally accepted accounting principles in the United States ("GAAP"), including realized losses not otherwise included in GAAP net income (loss), and excluding: (a) the incentive fees earned by Tremont Advisors; (b) depreciation and amortization (if any); (c) non-cash equity compensation expense (if any); (d) unrealized gains, losses and other similar 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 discussions between Tremont Advisors and the independent trustees of TRMT and approved by a majority of such independent trustees. Pursuant to the terms of the management agreement, the exclusion of depreciation and amortization from the calculation of core earnings shall only apply to owned real estate. Shares of beneficial interest of TRMT 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 Advisors. 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 the management agreement are non-GAAP financial measures and may be different than shareholders' equity and net income of TRMT calculated according to GAAP. • Termination Fee.  In the event the management agreement is terminated by TRMT without a cause event or by Tremont Advisors for a material breach, TRMT will be required to pay Tremont ​ THE RMR GROUP INC.   2019 Proxy Statement    39 ​ Advisors 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 Advisors 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 Advisors during such period, plus (b) an amount equal to the initial organizational costs related to TRMT's formation and the costs of the TRMT IPO and the concurrent private placement paid by Tremont Advisors. No termination fee will be payable if the management agreement is terminated by TRMT for a cause event or by Tremont Advisors without TRMT's material breach. • Expense Reimbursement.  Tremont Advisors, and not TRMT, will be responsible for the costs of Tremont Advisors' employees who provide services to TRMT, including the cost of Tremont Advisors' personnel who originate TRMT's loans, unless any such payment or reimbursement is specifically approved by a majority of the independent trustees of TRMT, is a shared services cost or relates to awards made under any equity compensation plan adopted by TRMT from time to time. TRMT is required to pay or to reimburse Tremont Advisors and its affiliates for all other costs and expenses of TRMT's operations, including but not limited to, the costs of rent, utilities, office 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 TRMT's investments, investor relations expenses and other professional services, and other costs and expenses not specifically required under the management agreement to be borne by Tremont Advisors. Some of these overhead, professional and other services will be provided by RMR LLC pursuant to a shared services agreement between Tremont Advisors and RMR LLC. For the fiscal year ended September 30, 2018, TRMT reimbursed Tremont Advisors and RMR LLC approximately $1.5 million for such shared services. Also, the allocable costs of internal audit services are reimbursed by TRMT; for the fiscal year ended September 30, 2018, TRMT reimbursed RMR LLC approximately $121 thousand for such services. We record these reimbursed internal audit costs as advisory services revenue. Term and Termination.  The initial term of the management agreement with TRMT ends on December 31, 2020, and the agreement will automatically renew for successive one year terms beginning January 1, 2021 and 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 the independent trustees of TRMT based upon a determination that (a) Tremont Advisors' performance is unsatisfactory and materially detrimental to TRMT or (b) the base management fee and incentive fee, taken as a whole, payable to Tremont Advisors under the management agreement are not fair to TRMT (provided that in the instance of (b), Tremont Advisors will be afforded the opportunity to renegotiate the base management fee and incentive fee prior to termination). The management agreement may be terminated by Tremont Advisors before each annual renewal upon written notice delivered to the board of trustees of TRMT no later than 180 days prior to an annual renewal date. Tremont Advisors may terminate the management agreement if TRMT becomes required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), with such termination deemed to occur immediately before such event. In addition, Tremont Advisors may terminate the management agreement upon 60 days' written notice for a material breach by TRMT, as defined in the management agreement, which includes if TRMT defaults in the performance or observance of any material term, condition or covenant contained in the management agreement, the consequence of which was materially adverse to Tremont Advisors and which did not result from and was not attributable to any action, or failure to act, of Tremont Advisors and the default continues for a period of 30 days after written notice to TRMT requesting that the default be remedied within that period, TRMT materially reduces Tremont Advisors' duties and responsibilities or scope of its authority under the management agreement or TRMT ceases or take steps to cease to conduct the business of originating or investing in commercial real estate loans. ​ 40    THE RMR GROUP INC.   2019 Proxy Statement ​ Other Provisions.  TRMT has agreed to indemnify Tremont Advisors and its affiliates, including RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of such party with respect to the provision of services to TRMT, except to the extent such provision was in bad faith or was grossly negligent. In addition, the management agreement provides that any disputes, as defined in the agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, shall be subject to mandatory arbitration in accordance with procedures provided in the agreement. Our Management Agreements with the Managed Operators Fees.  RMR LLC provides services and earns fees pursuant to a business management agreement with each of the Managed Operators. Under these agreements, RMR LLC provides services to the Managed Operators relating to, or assists them with, among other things, their compliance with various laws and rules applicable to them, capital markets and financing activities, maintenance of their properties, selection of new business sites and evaluation of other business opportunities, accounting and financial reporting, internal audit, investor relations and general oversight of the company's daily business activities, including legal and tax matters, human resources, insurance programs and management information systems. Each Managed Operator pays RMR LLC a fee under its business management agreement in an amount equal to 0.6% of: (i) for FVE, FVE's revenues from all sources reportable under GAAP other than revenues reportable by FVE with respect to properties for which FVE provides management services, plus the gross revenues of properties managed by FVE determined in accordance with GAAP; (ii) for Sonesta, Sonesta's revenues from all sources reportable under GAAP, other than any revenues reportable by Sonesta with respect to hotels for which Sonesta provides management services, plus the revenues of hotels managed by Sonesta (except to the extent such managed hotel revenues are included in Sonesta's gross revenues under GAAP); and (iii) for TA, the sum of TA's gross fuel margin, determined as TA's fuel sales revenues less its cost of fuel sales, plus TA's total nonfuel revenues. In addition, the business management agreement with each Managed Operator provides that the compensation of senior executives of the Managed Operator, who are also employees or officers of RMR LLC, is the responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of these executives' total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC. Also, the allocable cost of internal audit services is reimbursed by each Managed Operator to RMR LLC; for the fiscal year ended September 30, 2018, the Managed Operators cumulatively reimbursed RMR LLC approximately $484 thousand for such services. We record these reimbursed internal costs as management services revenue. Term and Termination.  The terms of the business management agreements with each Managed Operator end on December 31, 2019, and automatically extend for successive one year terms, unless RMR LLC or the applicable Managed Operator gives notice of non-renewal before the expiration of the applicable term. Also, a Managed Operator may terminate its business management agreement at any time (i) for FVE and TA, on 60 days' notice and RMR LLC may terminate such agreements at any time on 120 days' notice and (ii) for Sonesta, on 30 days' notice and RMR LLC may terminate its agreement with Sonesta on 30 days' notice. If FVE or TA terminates or elects not to renew its agreement, other than for cause as defined in each agreement, the Managed Operator is obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination. Other Provisions.  Each Managed Operator has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of RMR LLC with respect to the provision of services by RMR LLC, except to the extent such provision was in bad faith or was grossly negligent. In addition, each agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, shall be subject to mandatory arbitration in accordance with procedures provided in the agreement. ​ THE RMR GROUP INC.   2019 Proxy Statement    41 ​ Our Advisory Agreement with RIF RMR Advisors is party to an investment advisory agreement with RIF, pursuant to which it provides RIF with a continuous investment program, makes day to day investment decisions and generally manages the business affairs of RIF in accordance with its investment objectives and policies. RMR Advisors is compensated pursuant to that agreement at an annual rate of 0.85% of RIF's average daily managed assets, as defined in the agreement. Average daily managed assets includes the net asset value attributable to RIF's outstanding common shares, plus the liquidation preference of RIF's outstanding preferred shares plus the principal amount of any borrowings, including from banks or evidenced by notes, commercial paper or other similar instruments issued by RIF. Also, the allocable costs of internal audit services are reimbursed by RIF; for the fiscal year ended September 30, 2018, RIF reimbursed RMR LLC approximately $121 thousand for such services. We record these reimbursed internal audit costs as advisory services revenue. The investment advisory agreement continues until September 7, 2020 and continues thereafter from year to year or for such longer term as may be approved by RIF's board of trustees, as permitted by the Investment Company Act. So long as required by the Investment Company Act, the agreement is terminable by RIF on 60 days' notice and automatically in the event of an assignment, as defined in the Investment Company Act. RMR Advisors LLC is also responsible for certain administrative functions of RIF pursuant to an administration agreement with RIF. RMR Advisors has entered into a sub-administration agreement with State Street Bank and Trust Company, ("State Street"), to perform substantially all fund accounting and other administrative services for RIF. RIF paid State Street directly, and no additional administrative services fee was paid to RMR Advisors. Our Management Agreements with AIC, ABP Trust and the	​	15,070	​
AIC	​	570	​
Open End Fund RMR LLC provides business management services to AIC for a fee calculated as 3.0% of the total premiums paid for insurance arranged by AIC. RMR LLC also provides business and property management services to our controlling shareholder, ABP Trust, for which it receives, depending upon the services provided, a business management fee in an annual amount equal to 0.6% of ABP Trust's revenues from all sources reportable under GAAP, a property management fee in an amount equal to 3.0% of rents collected from managed properties and a construction supervision fee in an amount equal to 5.0% of the cost of any construction, renovation or repair activities at the managed properties, other than ordinary maintenance and repairs. RMR LLC manages the Open End Fund and receives annual fund administration fees equal to 1.0% of the Open End Fund's net asset value, property management fees equal to 3.0% of all rents collected from commercial real estate investments, and 5.0% of costs of construction or any improvement at commercial real estate investments held by the Open End Fund.	​	20,366	​
Share Awards by Our Public Client Companies RIF	​	3,013	​
Our public client companies annually award equity grants to certain of our Directors, officers and employees. During the fiscal year ended September 30, 2018, the compensation committees of the Managed REITs and the public Managed Operators awarded common shares directly to such persons in connection with their service as directors, trustees or officers of, or the provision of services to, those companies. Based on their grant date values, the aggregate value of such awards was as follows: $1,289,535 from GOV; $3,311,900 from HPT; $1,687,452 from ILPT; $1,543,405 from SIR; $2,317,218 from SNH; $139,200 from FVE; $304,861 from TA; and $1,191,880 from TRMT. On occasion, our public client companies have entered into arrangements with former employees of RMR LLC in connection with the termination of their employment with RMR LLC, providing for the acceleration of vesting of common shares previously awarded to them under the respective companies' equity compensation plan.TRMT	​	3,509	​
​	​	​	​
​	​	42,528	​
​	​	​	​
	​	$712,740	42    (1)THE RMR GROUP INC.
​	​	​	​

(1)

Includes reimbursable compensation and benefits (which include share awards by certain companies to our executive officers and other employees) totaling $57,490 for the fiscal year ended September 30, 2019. Also includes other client company reimbursable expenses (recorded as a result of new accounting guidance adopted on October 1, 2018 in accordance with GAAP) totaling $354,540 for the fiscal year ended September 30, 2019.

(2)

SIR merged with and into a subsidiary of OPI on December 31, 2018, which subsidiary then merged into OPI, and SIR's separate business and property management agreements with RMR LLC were terminated. The combined company continues to be managed by RMR LLC pursuant to OPI's business and property management agreements with RMR LLC. This table presents the management services, reimbursable compensation and benefits and other client company reimbursable expenses revenues from SIR separately as they relate to periods prior to the merger with OPI.

(3)

Includes, for DHC, SIR and SVC incentive business management fees of $40,642, $25,817 and $53,635, respectively, which RMR LLC earned from DHC, SIR and SVC on December 31, 2018 and which were paid in January 2019. See the section entitled "Our Management Agreements with the Managed Equity REITS" below for a description of this incentive fee.

Our Management Agreements with the Managed Equity REITs

RMR LLC is party to a business management agreement and a property management agreement with each Managed Equity REIT. Each business management agreement requires RMR LLC to use its reasonable best efforts to present the Managed Equity REIT with a continuing and suitable real estate investment program consistent with the REIT's real estate investment policies and objectives. Each property management agreement requires RMR LLC to act as managing agent for each Managed Equity REIT's properties and devote such time, attention and effort as may be appropriate to operate and manage the Managed Equity REIT's properties in a diligent, orderly and efficient manner.

Business Management Fees. Each business management agreement between RMR LLC and a Managed Equity REIT provides for (i) an annual base management fee, payable monthly, and (ii) an annual incentive business management fee. The annual base management fee generally is calculated as the lesser of:

•

the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250.0 million, plus (c) 0.5% of the average invested capital exceeding $250.0 million; and

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•

the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250.0 million, plus (b) 0.5% of the average market capitalization exceeding $250.0 million.

The base management fee is payable monthly in arrears.

The annual incentive business management fee payable by each Managed Equity REIT, if any, is calculated as follows:

•

The incentive business management fee is calculated as an amount equal to 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the measurement period, and (b) the amount, expressed as a percentage, by which the Managed Equity REIT's total return per share realized by its common shareholders (i.e., share price appreciation plus dividends, or the "total return per share"), exceeds the total shareholder return of a specified REIT index (the "benchmark return per share") for the relevant measurement period, with each of (a) and (b) subject to adjustments for common shares issued by the Managed Equity REIT during the measurement period.



•

The specified REIT index utilized to calculate the benchmark return per share for each of the Managed Equity REITs when calculating the incentive business management fees is as follows:



◦

DHC: SNL U.S. REIT Healthcare Index



◦

ILPT: On December 31, 2018, our business management agreement with ILPT was amended to provide that for periods beginning on and after January 1, 2019, the SNL U.S. Industrial REIT Index is utilized. For periods prior to January 1, 2019, the SNL U.S. REIT Equity Index is utilized.



◦

OPI: On December 31, 2018, our business management agreement with OPI was amended to provide that for periods beginning on and after January 1, 2019, the SNL U.S. Office REIT Index is utilized. For periods prior to January 1, 2019, the SNL U.S. REIT Equity Index is utilized.



◦

SVC: SNL U.S. REIT Hotel Index



•

No incentive business management fee is payable by the Managed Equity REIT unless its total return per share during the measurement period is positive.



•

The measurement period for an annual incentive business management fee is defined as the three year period ending on December 31 of the year for which such fee is being calculated, except for ILPT, whose annual incentive business management fee is based on a shorter period from its initial public offering on January 12, 2018 through the applicable calendar year end.



•

If the Managed Equity REIT's total return per share exceeds 12% per year in the measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the specified REIT index for such measurement period and 12% per year (the "adjusted benchmark return per share"). In instances where the adjusted benchmark return per share applies, the incentive fee will be reduced if the Managed Equity REIT's total return per share is between 200 basis points and 500 basis points below the specified REIT index by a low return factor, as defined in the applicable business management agreement, and there will be no incentive business management fee paid if, in these instances, the Managed Equity REIT's total return per share is more than 500 basis points below the specified REIT index.



•

The incentive management fee payable by the Managed Equity REIT is subject to a cap equal to the value of the number of its common shares which would, after issuance, represent (a) 1.5% of the number of its common shares outstanding on December 31 of the year for which such fee is being calculated multiplied by (b) the average closing price of its common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

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•

Incentive fees paid by the Managed Equity REIT for any measurement period may be subject to certain "clawback" if the financial statements of the Managed Equity REIT for that measurement period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive fee paid by the Managed Equity REIT was greater than the amount it would have paid based on the restated financial statements.

If the business management agreement is terminated, the base business management fee and incentive business management fee due in respect of any partial period prior to the date of termination will be prorated as provided in the agreement.

Property Management Fees. No property management fees are payable by a Managed Equity REIT to RMR LLC for any hotels, senior living communities or travel centers which are leased to, or managed by, a Managed Operator or another operating business such as a hotel management company or a senior living or healthcare services provider. For other properties, each property management agreement between RMR LLC and a Managed Equity REIT provides for (1) a management fee equal to 3.0% of the gross rents collected from tenants and (2) a construction supervision fee equal to 5.0% of the cost of any construction, renovation or repair activities at the Managed Equity REIT's properties, other than ordinary maintenance and repairs.

Expense Reimbursement. Under each business management agreement: the Managed Equity REIT pays or reimburses RMR LLC for all of the expenses relating to the Managed Equity REIT's activities, including the costs and expenses of investigating, acquiring, owning and disposing of its real estate (third party property diligence costs, appraisal, reporting, audit and legal fees), its costs of borrowing money, its costs of securities listing, transfer, registration and compliance with reporting requirements and its costs of third party professional services, including legal and accounting fees, and as otherwise agreed; and RMR LLC bears its general and administrative expenses relating to its performance of its obligations under the agreement, including expenses of its personnel, rent and other office expenses. Also, the allocable cost of internal audit services is reimbursed by each Managed Equity REIT to RMR LLC.

Also, under each property management agreement, the Managed Equity REIT pays certain allocable expenses of RMR LLC in the performance of its duties, including wages for onsite property management personnel and allocated costs of centralized property management services.

Term and Termination. The terms of the business and property management agreements with each Managed Equity REIT end on December 31, 2039, and automatically extend on December 31st of each year so that the terms thereafter end on the 20th anniversary of the date of the extension. A Managed Equity REIT has the right to terminate its management agreements with RMR LLC: (1) at any time upon 60 days' written notice for convenience, (2) immediately upon written notice for cause, as defined in the agreements, (3) on written notice given within 60 days after the end of any calendar year for a performance reason, as defined in the agreements, and (4) by written notice during the 12 months following a manager change of control, as defined in the agreements. RMR LLC has the right to terminate the management agreements for good reason, as defined in the agreements.

If a Managed Equity REIT terminates a management agreement for convenience, or if RMR LLC terminates a management agreement with a Managed Equity REIT for good reason, the Managed Equity REIT is obligated to pay RMR LLC a termination fee equal to the sum of the present values of the monthly future fees, as defined in the agreement, payable for the remaining term of the agreement, assuming it had not been terminated. If a Managed Equity REIT terminates a management agreement for a performance reason, as defined in the agreement, the Managed Equity REIT is obligated to pay RMR LLC the termination fee calculated as described above, but assuming a remaining term of ten years. A Managed Equity REIT is not required to pay any termination fee if it terminates its business or property management agreements for cause, or as a result of a manager change of control, in each case as defined in such agreements. The management agreements provide for certain proportional adjustments to the termination fees in certain circumstances.

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Other Provisions. Under both the business and property management agreements, each Managed Equity REIT has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of RMR LLC with respect to the provision of services by RMR LLC, except to the extent such provision was in bad faith or fraudulent, was willful misconduct or was grossly negligent. In addition, each management agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, will be subject to mandatory arbitration in accordance with procedures provided in the agreement.

Termination of SIR Management Agreements and Waiver of Termination Fees in Connection with SIR/GOV Merger. On December 31, 2018, SIR merged with and into a wholly owned subsidiary of OPI (then GOV) (the "SIR/GOV Merger") and the surviving entity in that merger merged with and into OPI, with OPI as the surviving entity. OPI continues to be managed by RMR LLC pursuant to its business and property management agreements with RMR LLC. Contemporaneously with the execution of the merger agreement for this transaction, on September 14, 2018, SIR and RMR LLC entered into a letter agreement, pursuant to which, effective upon consummation of the SIR/GOV Merger, SIR terminated its business and property management agreements with RMR LLC for convenience, and RMR LLC waived its right to receive payment of the termination fee that would otherwise be due pursuant to each such agreement upon such termination.

Our Management Agreement with the Tremont Advisory Clients

Tremont Advisors is party to a management agreement with each of the Tremont Advisory Clients. Under each management agreement, Tremont Advisors will implement the business strategies of each Tremont Advisory Client subject to the oversight of the respective Tremont Advisory Client's board of trustees or board of directors, as applicable. Tremont Advisors is also responsible for each Tremont Advisory Client's day to day operations and to perform (or cause to be performed) corporate office functions for the Tremont Advisory Client. In June 2018, Tremont Advisors agreed to waive any business management fees otherwise due and payable by TRMT pursuant to the management agreement for the period beginning July 1, 2018 until June 30, 2020. In addition, no incentive fee was or will be paid or payable by TRMT to Tremont Advisors for the 2018 or 2019 calendar years.

Fees and Expense Reimbursements. Under the management agreements, each Tremont Advisory Client is responsible to pay Tremont Advisors the following:

•

Base Management Fee:

◦

TRMT is required to pay Tremont Advisors an annual base management fee equal to 1.5% of TRMT's equity, payable in cash quarterly (0.375% per quarter) in arrears. Under the management agreement, "equity" means (a) the sum of (i) the proceeds received by TRMT from its initial public offering (the "TRMT IPO") and the concurrent private placement of its common shares to Tremont Advisors, plus (ii) the net proceeds received by TRMT from any future sale or issuance of shares of beneficial interest of TRMT, plus (iii) TRMT's cumulative core earnings (as defined in the management agreement) for the period commencing on the completion of the TRMT IPO to the end of the most recent calendar quarter, less (b) (i) any distributions previously paid to holders of its common shares, (ii) any incentive fee previously paid to Tremont Advisors and (iii) any amount that TRMT may have paid to repurchase its common shares. All items in the foregoing sentence (other than clause (a)(iii)) are calculated on a daily weighted average basis.



◦

Centre Street is required to pay Tremont Advisors an annual base management fee equal to 1.5% of Centre Street's equity, payable in cash quarterly (0.375% per quarter) in arrears. Under the management agreement, "equity" means (i) the sum of (A) the capital contributed from time to time to Centre Street by its sole member, plus (B) Centre Street's cumulative core earnings (as defined in the management agreement) for the period commencing on December 18, 2019 to the end of the most recent calendar quarter, less (ii) (A) any distributions previously paid to Centre Street's sole member, and (B) any incentive fee previously paid by Centre Street to Tremont Advisors. All items in the foregoing sentence shall be calculated on a daily weighted average basis.

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•

Incentive Fee. Starting in the calendar quarter ending December 31, 2018 for TRMT and first full calendar quarter of 2021 for Centre Street, each Tremont Advisory Client is required to pay Tremont Advisors 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) the Tremont Advisory Client's core earnings for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) the Tremont Advisory Client's equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), 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 Advisors with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless the Tremont Advisory Client's core earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters from the date of the completion of the TRMT IPO for TRMT or December 18, 2019 for Centre Street, as applicable) 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 Advisors by each of TRMT and Centre Street, "core earnings" is defined as net income (or loss) (for TRMT, net income (or loss) attributable to common shareholders) computed in accordance with generally accepted accounting principles in the United States ("GAAP"), including realized losses not otherwise included in GAAP net income (loss), and excluding: (a) the incentive fees earned by Tremont Advisors; (b) depreciation and amortization (if any); (c) non cash equity compensation expense (if any); (d) unrealized gains, losses and other similar 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 (for TRMT, in each case after discussions between Tremont Advisors and the independent trustees of TRMT and approved by a majority of such independent trustees). Pursuant to the terms of each management agreement, the exclusion of depreciation and amortization from the calculation of core earnings shall only apply to owned real estate. Shares of beneficial interest of each Tremont Advisory Client 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 Advisors. 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 each management agreement are non GAAP financial measures and may be different than shareholders' equity and net income of each Tremont Advisory Client calculated according to GAAP.

•

Termination Fee. With respect to TRMT, in the event the management agreement is terminated by TRMT without a cause event or by Tremont Advisors for a material breach, TRMT will be required to pay Tremont Advisors 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 Advisors 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 Advisors during such period, plus (b) an amount equal to the initial organizational costs related to TRMT's formation and the costs of the TRMT IPO and the concurrent private placement paid by Tremont Advisors. No termination fee will be payable if the management agreement is terminated by TRMT for a cause event or by Tremont Advisors without TRMT's material breach. The management agreement between Centre Street and Tremont Advisors does not provide for a termination fee.

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The Up-C Transaction

The transaction by which, among other things, OPI (then known as GOV), HPT, SIR (now part of OPI) and SNH, the four then existing Managed Equity REITs, acquired 15,000,000 Class A Common Shares (the "Up-C Transaction") from us was completed on June 5, 2015 pursuant to transaction agreements, we, RMR LLC and ABP Trust entered with each of such Managed Equity REIT. In addition to the amended and restated business management agreement and amended and restated property management agreement RMR LLC entered with each such Managed Equity REIT, the Company is party to the agreements described below which were entered into on June 5, 2015 in connection with the Up-C Transaction:

•

Registration Rights for Holders of Class A Common Shares.  We are party to a registration rights agreement with each of OPI, HPT and SNH covering the Class A Common Shares they own, pursuant to which each such Managed Equity REIT has demand and "piggyback" registration rights, subject to certain limitations. We are also party to a registration rights agreement with ABP Trust pursuant to which ABP Trust has demand and "piggyback" registration rights, subject to certain limitations, covering the Class A Common Shares held by it, including Class A Common Shares it receives upon exchange of class A membership units of RMR LLC or conversion of Class B-1 Common Shares.



•

Tax Receivable Agreement.  We are party to a tax receivable agreement with ABP Trust that provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income or franchise tax that we realize as a result of (a) the increases in tax basis attributable to our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 80 days of the filing of our tax returns. The term of the tax receivable agreement commenced on June 5, 2015 and will continue until all such tax benefits have been utilized or expired, unless the tax receivable agreement is terminated upon a change of control or upon certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement. The tax receivable agreement provides that, upon certain changes of control and certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement, our obligations with respect to redeemable class A membership units of RMR LLC will be accelerated. In those circumstances, our obligations under the tax receivable agreement would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits described in the tax receivable agreement, and that any class A membership units of RMR LLC that have not been redeemed will be deemed redeemed for the market value of our Class A Common Shares at the time of the change of control or breach, as applicable. It is possible, in these circumstances, that the cash tax savings realized by us may be significantly less than the corresponding tax receivable agreement payments.

As of September 30, 2018, we had recorded a liability of approximately $34.3 million payable to ABP Trust under the tax receivable agreement, which relates to our purchase of 15,000,000 class A membership units of RMR LLC in the Up-C Transaction. During the fiscal year ended September 30, 2018, we paid approximately $2.3 million to ABP Trust pursuant to the tax receivable agreement. Future redemptions of ABP Trust's class A membership units of RMR LLC, if and when they occur, are expected to give rise to increases in the tax basis of the assets of RMR LLC attributable to our interests in RMR LLC. Such increases in tax basis are likely to increase (for tax purposes) amortization deductions and therefore reduce the amount of income tax we would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent the increased tax basis is allocated to those assets. As a result, any such future redemptions are expected to increase the amounts payable to ABP Trust under the tax receivable agreement.

•

The RMR LLC Operating Agreement.  RMR LLC is party to the LLC operating agreement with us and ABP Trust, which agreement governs the operations of RMR LLC and the rights and

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THE RMR GROUP INC.   2019 Proxy Statement    43

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obligations of its members. Through our status as the managing member of RMR LLC, we exercise control over RMR LLC and are responsible for all operational and administrative decisions of RMR LLC and the day to day management of RMR LLC's business.

◦

Distributions by RMR LLC to its Members. We determine when distributions will be made to the members of RMR LLC and the amount of any such distributions, except that RMR LLC is required by the LLC operating agreement to make certain distributions to the members of RMR LLC quarterly on the basis of the assumed tax liabilities of the members and in connection with a dissolution of RMR LLC. Under the LLC operating agreement, all distributions from RMR LLC are to be made to the members of RMR LLCpro rata in accordance with the percentage economic interest of the membership units they hold and net profits and net losses of RMR LLC generally are to be allocated to its memberspro rata in accordance with the percentage interest of the membership units they hold. For the fiscal year ended September 30, 2018, pursuant to the LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $92.43 million. ABP Trust or its subsidiary, as the holder of 15,000,000 class A membership units of RMR LLC, received $44.49 million of these distributions by RMR LLC. To fund our payment of dividends of $0.25 per Class A Common Share and per Class B-1 Common Share on each of November 16, 2017, February 22, 2018, May 17, 2018 and August 16, 2018, respectively, RMR LLC paid distributions to holders of its class A membership units and class B membership units in an equivalent amount per unit. For the fiscal year ended September 30, 2018, ABP Trust or its subsidiary, as the holder of 15,000,000 class A membership units of RMR LLC, received an aggregate of $15.0 million of these distributions by RMR LLC.



◦

Coordination of RMR Inc. and RMR LLC. RMR LLC is permitted to issue additional RMR LLC membership units from time to time provided that they are substantially equivalent to additional equity securities issued from time to time by us. At any time we issue any equity securities, we have agreed to contribute to RMR LLC the net proceeds, if any, we received in the connection with the issuance. In exchange for the contribution, RMR LLC has agreed to issue to us an equivalent number of units of RMR LLC with substantially the same rights and restrictions. Conversely, if we redeem or repurchase any of our equity securities, RMR LLC will, immediately prior to our redemption or repurchase, redeem or repurchase, upon the same terms and for the same price, an equal number of equity securities of RMR LLC held by us with substantially the same rights and restrictions as the equity securities being redeemed or repurchased. The class A membership units of RMR LLC not held by us and our Class B-2 Common Shares constitute "paired interests." If RMR LLC issues additional class A membership units to someone other than us, we have agreed to issue to that member an equivalent number of our Class B-2 Common Shares.



◦

Redemption Rights of Holders of Class A Membership Units. Holders of class A membership units, other than us, may cause RMR LLC to redeem their class A membership units for Class A Common Shares on a 1:1 basis, or we may elect to pay cash on such redemption. For each class A membership unit redeemed, we will automatically redeem the corresponding Class B-2 Common Share comprising the "paired interest" for no additional consideration.



◦

Transfers of Membership Units of RMR LLC. Membership units of RMR LLC are subject to certain specified restrictions on transfer.



◦

Indemnification and Exculpation. RMR LLC has agreed to indemnify the current and former members of RMR LLC, executive officers and directors of us or RMR LLC, and current and former executive officers and directors of us or RMR LLC serving at our request or the request of RMR LLC as an executive officer or director of another entity, except in certain matters in which it is established that the individual in question received an improper benefit or undertook active and deliberate dishonesty. We, our affiliates and executive officers, the tax matters partner of RMR LLC and the executive officers of RMR LLC will not be liable to RMR LLC or to any non-managing member of RMR LLC for any act or omission performed or omitted by or on

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44    THE RMR GROUP INC.   2019 Proxy Statement

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behalf of the individual or entity in question in such capacity, with an exception for certain matters for which it is established that the person received an improper benefit or undertook active and deliberate dishonesty.

Agreements with RMR Office Property Fund LP

On August 31, 2018, ABP Trust, which is controlled by Adam Portnoy, formed the Open End Fund. A subsidiary of ABP Trust is the general partner of the Open End Fund. In connection with the formation of the Open End Fund, ABP Trust contributed 15 properties to the Open End Fund with an aggregate value of $206.3 million in exchange for 206,300 limited partnership units in the Open End Fund and RMR LLC committed to contribute up to $100.0 million to the Open End Fund when called by the general partner in exchange for 100,000 limited partnership units in the Open End Fund. The valuation of the 15 properties contributed to the Open End Fund by ABP Trust was agreed to by a special committee of our Board consisting of members that were unaffiliated with ABP Trust and with the assistance of an independent third-party appraiser. This same special committee also approved RMR LLC's $100.0 million capital commitment to the Open End Fund. RMR LLC provides management and administrative services to the Open End Fund pursuant to management agreements. Pursuant to those agreements, in return for providing these services, RMR LLC receives annual fees equal to 1.0% of the Open End Fund's net asset value, fees equal to 3.0% of all rents collected from commercial real estate investments and 5.0% of costs of construction or any improvement at commercial real estate investments held by the Open End Fund. The terms of these management agreements continue until the earlier of (i) the date on which the Open End Fund is liquidated and (ii) the date that the current general partner of the Open End Fund is removed from that position.

Leases

As of September 30, 2018, RMR LLC leased office space for use as its headquarters and other offices under various lease agreements with ABP Trust and certain Managed Equity REITs. For the fiscal year ended September 30, 2018, RMR LLC incurred rental expense under these leases aggregating $4.8 million. Generally, the rents RMR LLC pays the Managed Equity REITs were set at the average building rent for third party tenants in the same buildings at the time the leases were entered and the leases were approved by the independent trustees of the applicable Managed Equity REIT. The rents RMR LLC pays to ABP Trust were set based upon a survey of comparable market rents at the time the leases were entered. These leases have various termination dates and several have renewal options. Also, some of these leases allow RMR LLC to terminate such lease early if RMR LLC's management agreements applicable to the buildings in which RMR LLC leases space are terminated.

Other

Thomas M. O'Brien resigned from his position as an Executive Vice President and employee of RMR LLC and as president, chief executive officer and a managing director of TA effective December 31, 2017. In connection with Mr. O'Brien's resignation, RMR LLC and TA entered into a retirement agreement with Mr. O'Brien on November 29, 2017. Under Mr. O'Brien's retirement agreement, RMR LLC paid Mr. O'Brien his then current annual base salary until his retirement from RMR LLC on December 31, 2017 and paid him a cash bonus in respect of 2017 in the amount of $0.5 million in December 2017. Also, in connection with Mr. O'Brien's retirement agreement, all 5,600 of our unvested Class A Common Shares previously awarded to Mr. O'Brien were fully accelerated on June 30, 2018, and we recognized $251,142, the aggregate value of those shares on such date, as equity based compensation expense for the year ended September 30, 2018. Pursuant to his retirement agreement, RMR LLC agreed to recommend to the boards of trustees and boards of directors of each Managed Equity REIT, TA and FVE that all of Mr. O'Brien's unvested stock awards of those companies vest in full upon his retirement from RMR LLC, Mr. O'Brien agreed that, as long as he owned shares in the Company, he will vote those shares at shareholders' meetings in favor of nominees for director and proposals recommended by the Board and he made similar agreements regarding the voting of shares he owns of each Managed Equity REIT, TA and FVE for the benefit of those companies, respectively. Mr. O'Brien's retirement agreement also contains terms relating to his service as president and chief executive officer of TA and compensation

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payable to him by TA and other terms and conditions, including as to cooperation, confidentiality, non-solicitation, non-competition and other covenants, including a waiver and release. Under his retirement agreement, Mr. O'Brien granted to TA, in the first instance, and RMR LLC, in the second instance, a right of first refusal in the event he determined to sell any of his shares of TA. On October 10, 2018, RMR LLC purchased 1,492,691 TA common shares from Mr. O'Brien for an aggregate purchase price of approximately $8.38 million, pursuant to its exercise of its right of first refusal and the terms of the retirement agreement.

Pursuant to the terms of his share award agreements, upon Barry M. Portnoy's death on February 25, 2018, all 11,200 of his then unvested Class A Common Shares were immediately vested. In September 2018, the Company paid the estate of Barry M. Portnoy a $2.6 million cash bonus for services he provided in fiscal year 2018.

David J. Hegarty resigned from his positions as an Executive Vice President of RMR LLC and as president and chief operating officer of SNH effective April 30, 2018, and he retired as an employee of RMR LLC on September 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Hegarty on March 29, 2018. Pursuant to Mr. Hegarty's retirement agreement with RMR LLC, he continued as an employee of us until September 30, 2018 at his then annual base salary and RMR LLC made a cash payment to him in the amount of $1.25 million following his resignation as an Executive Vice President of RMR LLC on April 30, 2018 and another cash payment in the amount of $1.25 million following his resignation as an employee of RMR LLC on September 30, 2018. In addition, in connection with Mr. Hegarty's retirement agreement, all 5,600 unvested Class A Common Shares previously awarded to Mr. Hegarty fully accelerated on September 30, 2018, and we recognized $370,761, the aggregate value of those shares on such date, as equity based compensation expense for the year ended September 30, 2018. Pursuant to his retirement agreement, RMR LLC agreed to recommend to the boards of trustees and boards of directors of each Managed Equity REIT, TA and FVE that all of Mr. Hegarty's unvested stock awards of those companies vest in full upon his retirement from RMR LLC, Mr. Hegarty agreed that, as long as he owns shares in the Company, he will vote those shares at shareholders' meetings in favor of nominees for director and proposals recommended by the Board and Mr. Hegarty made similar agreements, for the benefit of the Managed Equity REITs, TA and FVE, regarding voting of his shares of those companies. Mr. Hegarty's retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release.

John C. Popeo resigned from his positions as an Executive Vice President of RMR LLC, as managing trustee, president and chief executive officer of ILPT, as chief financial officer and treasurer of SIR and as treasurer and assistant secretary of AIC effective November 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Popeo on October 24, 2018, pursuant to which RMR LLC agreed to pay Mr. Popeo his then current annual base salary until November 30, 2018 and RMR LLC made a cash payment to him in the amount of approximately $0.9 million following his resignation as an Executive Vice President of RMR LLC on November 30, 2018 and agreed to make another cash payment to him in the amount of approximately $0.9 million following his retirement from RMR LLC on March 31, 2019. In addition, in connection with Mr. Popeo's retirement agreement, RMR LLC agreed to recommend to the Board and the boards of trustees and boards of directors of each Managed REIT, TA and FVE that all of Mr. Popeo's unvested share awards of those companies vest in full upon his retirement from RMR LLC. Our compensation committee has approved the accelerated vesting of all unvested Class A Common Shares previously awarded to Mr. Popeo on March 31, 2019, subject to conditions. Pursuant to his retirement agreement, Mr. Popeo agreed that, as long as he owns shares in us, he will vote those shares at shareholders' meetings in favor of nominees for director and proposals recommended by the Board and he made similar agreements, for the benefit of the Managed REITs, TA and FVE, regarding voting of his shares of those companies. Mr. Popeo's retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release.

Mark L. Kleifges resigned from his positions as an Executive Vice President of RMR LLC, as managing trustee, chief financial officer and treasurer of GOV and RIF, as chief financial officer and treasurer of

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HPT and as president and chief executive officer of RMR Advisors effective December 31, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Kleifges on October 24, 2018 pursuant to which RMR LLC agreed to pay Mr. Kleifges his then current annual base salary until December 31, 2018 and RMR LLC made a cash payment to him in the amount of approximately $1.59 million in January 2019 and agreed to make another cash payment to him in the amount of approximately $1.59 million following his retirement from RMR LLC on June 30, 2019. In addition, in connection with Mr. Kleifges's retirement agreement, RMR LLC agreed to recommend to the Board and the boards of trustees and boards of directors of each Managed REIT, TA and FVE that all of Mr. Kleifges's unvested share awards of those companies vest in full upon his retirement from RMR LLC. Our compensation committee has approved the accelerated vesting of all unvested Class A Common Shares previously awarded to Mr. Kleifges on June 30, 2019, subject to conditions. Pursuant to his retirement agreement, Mr. Kleifges agreed that, as long as he owns shares in the Company, he will vote those shares at shareholders' meetings in favor of nominees for director and proposals recommended by the Board and he made similar agreements, for the benefit of the Managed REITs, TA and FVE, regarding voting of his shares of those companies. Mr. Kleifges's retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release.

Bruce J. Mackey Jr. resigned from his position as an Executive Vice President of RMR LLC and as president and chief executive officer of FVE effective December 31, 2018. In connection with his resignation, FVE and RMR LLC entered into a letter agreement with Mr. Mackey on December 11, 2018, pursuant to which Mr. Mackey continued to receive his then current annual base salary through December 31, 2018. Mr. Mackey will continue to be a non-executive employee of FVE and RMR LLC through December 31, 2019, if not earlier accelerated, or the separation date, to assist in transitioning his duties and responsibilities to his successors. In connection with this letter agreement, Mr. Mackey will receive, subject to Mr. Mackey signing a customary release, a cash payment to him in the amount of $0.6 million and release payments in the aggregate amount of $0.55 million. RMR LLC will pay 20% and FVE will pay 80% of the transition payments and release payments payable to Mr. Mackey pursuant to the letter agreement. In addition, in connection with Mr. Mackey's letter agreement, all of Mr. Mackey's existing share awards in FVE will vest immediately in full on the separation date, and RMR LLC agreed to recommend to the Board and the boards of trustees and boards of directors of the Company, each Managed REIT and TA that all of Mr. Mackey's unvested share awards of those companies vest in full upon the separation date. Pursuant to his letter agreement, Mr. Mackey agreed that, as long as he owns shares in the Company and FVE, he will vote those shares at shareholders' meetings in favor of nominees for director and proposals recommended by the Board and the board of directors of FVE. Mr. Mackey also made similar agreements, for the benefit of the Managed REITs and TA, regarding voting of his shares of those companies. Mr. Mackey's letter agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release.

We, HPT, ILPT, OPI, SNH, FVE, TA and TRMT participate in a combined directors' and officers' liability insurance policy for primary coverage, including errors and omissions coverage for RMR LLC. We paid a premium of $181 thousand for this coverage for the policy year ending September 30, 2018. We paid a premium of $106 thousand for this coverage for the policy year ending September 30, 2019. In September 2018, we participated in a one year extension of this combined directors' and officers' insurance policy through September 2020. Our premium for this policy extension was approximately $131 thousand. The premiums for the combined policy were allocated among the insured companies after consultation with our insurance broker.

Pursuant to RMR LLC's management agreements with our client companies, RMR LLC may from time to time negotiate on behalf of such entities with certain third party vendors and suppliers for the procurement of services to them. As part of this arrangement, these entities may enter agreements with RMR LLC and other companies to which RMR LLC provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

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We conduct a Leadership Development Program for which certain of our employees take part in a two year rotational program, working at each of RMR LLC, FVE, TA and Sonesta. The employee remains on our payroll during this rotational program and the Managed Operators reimburse us for the applicable employee costs for the period of time that the employee works for it.

We and our public client companies have in the past held, and likely will in the future hold, business meetings at Sonesta operated hotels from time to time, and the directors, trustees, officers and employees of us and our public client companies have in the past stayed, and are likely in the future to stay, overnight at Sonesta operated hotels when traveling for business. The applicable company pays Sonesta for the use of meeting space and related services and pays Sonesta or reimburses its directors, trustees, officers or employees for the costs of these hotel stays.

For more information about related person transactions, please see the proxy statements and periodic reports filed with the SEC by our public client companies, i.e., HPT, ILPT, OPI (GOV and SIR prior to the Merger), SNH, FVE, TA, TRMT and RIF. These SEC filed proxy statements and periodic reports are available atwww.sec.gov. Those documents are not incorporated by reference into this Proxy Statement. Also, please see Note 6,Related Person Transactions, included in the audited consolidated financial statements included in our Annual Report for additional information regarding related party transactions for the fiscal year ended September 30, 2018.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers, Directors and certain persons who own more than 10% of the outstanding Common Shares are required by Section 16(a) of the Exchange Act and related regulations:

•

to file reports of their ownership of Common Shares with the SEC and the Nasdaq; and



•

to furnish the Company with copies of the reports.

To the Company's knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended September 30, 2018, our executive officers, Directors and greater than 10% beneficial owners timely filed all required Section 16(a) reports.

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THE RMR GROUP INC.   2019 Proxy Statement    49

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OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

The following table sets forth information regarding the beneficial ownership of then outstanding Common Shares by each person the Company knows to be the beneficial owner of more than 5% of the respective classes of Common Shares, each Director and Director Nominee, each of our named executive officers, and our Directors and executive officers as a group, all as of January 16, 2019. Unless otherwise noted, to the Company's knowledge, voting power and investment power in Class A Common Shares are exercisable solely by the named person, all percentages of ownership for Class A Common Shares are based on approximately 15,229,687 Class A Common Shares outstanding as of January 16, 2019, and the principal business address of the named beneficial owner is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		Class A Common Shares*						Class B-1 Common Shares						Class B-2 Common Shares						Combined Voting Power
Name of Beneficial Owner		Number			%			Number			%			Number			%			%
Office Properties Income Trust		​	2,801,061		​	18.4	%	​	—		​	—		​	—		​	—		​	1.6%
Senior Housing Properties Trust			2,637,408			17.3	%		—			—			—			—			1.5%
Hospitality Properties Trust		​	2,503,777		​	16.4	%	​	—		​	—		​	—		​	—		​	1.4%
ABP Trust			1,090,564	(1)		6.7	%		1,000,000			100.0	%		15,000,000			100.0	%		91.9%
Directors, Director Nominees and Executive Officers:		​			​			​			​			​			​			​
Adam D. Portnoy			1,132,002	(1)(2)		7.0	%		1,000,000	(2)		100.0	%		15,000,000	(2)		100.0	%		92.0%
Jennifer B. Clark		​	14,894		​	**	%	​	—		​	—		​	—		​	—		​	**%
Mark L. Kleifges			11,688			**	%		—			—			—			—			**%
Ann Logan		​	7,692		​	**	%	​	—		​	—		​	—		​	—		​	**%
Walter C. Watkins, Jr.			7,000			**	%		—			—			—			—			**%
Rosen Plevneliev		​	4,250		​	**	%	​	—		​	—		​	—		​	—		​	**%
All executive officers and directors as a group (9 persons)			1,206,976	(1)		7.4	%		1,000,000			100.0	%		15,000,000			100	%		92.0%

*

Amounts exclude fractional shares.



**

Indicates less than 1.0%.



(1)

Beneficial ownership of Class A Common Shares by ABP Trust and Adam Portnoy in the table above reflects the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares owned by ABP Trust and beneficially owned by Adam Portnoy. These numbers exclude 15,000,000 Class A Common Shares issuable upon redemption of the class A membership units of RMR LLC (which are paired with 15,000,000 Class B-2 Common Shares) owned by a subsidiary of ABP Trust and beneficially owned by ABP Trust and Adam Portnoy. At our option, we may elect to pay cash in lieu of Class A Common Shares for some or all of such redeemed class A membership units. Amounts exclude fractional shares.



(2)

This number represents (or in the case of Class A Common Shares, includes) shares owned by ABP Trust. Voting and investment power with respect to the shares owned by ABP Trust may be deemed to be shared by Adam Portnoy as the president and chief executive officer, a beneficial owner and the sole trustee of ABP Trust. Adam Portnoy is a managing trustee of each Managed Equity REIT listed in the table and each Managed Equity REIT is managed by RMR LLC, of which we are the managing member. Adam Portnoy and RMR LLC may not act to vote or sell the Class A Common Shares beneficially owned by a Managed Equity REIT without the authorization of the board of trustees of the Managed REIT. Each referenced Managed Equity REIT has a board comprised of five or eight trustees. As a result, Adam Portnoy has determined that he does not beneficially own the Class A Common Shares owned by such Managed Equity REITs and therefore the Class A Common Shares owned by such Managed Equity REITs are not referenced as beneficially owned by Adam Portnoy in the above table.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Adam Portnoy, our Managing Director, President and Chief Executive Officer, currently serves and has served during the fiscal year ended September 30, 2018 as a member of our Compensation Committee. Before his death, Barry Portnoy, our former Managing Director, also served during the fiscal year ended September 30, 2018 as a member of our Compensation Committee. The executive compensation of Adam Portnoy is, and the executive compensation of Barry Portnoy was, determined by a subcommittee of the Compensation Committee comprised of the Committee's other members, all of whom are Independent Directors. For more information regarding the relationships of Adam Portnoy and Barry Portnoy with us and our client companies, see "Certain Relationships and Related Person Transactions."

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EXECUTIVE COMPENSATION

The following tables and footnotes summarize the total compensation of our principal executive officer, our two other most highly compensated executive officers who were serving as executive officers as of September 30, 2018 and one individual who would have been one of our two other most highly compensated executive officers but for the fact that he was not serving as an executive officer at the end of the fiscal year, or our "named executive officers." The compensation set forth below includes compensation paid by us and compensation paid by our client companies to our named executive officers in their capacity as our executive officers.

Summary Compensation Table

Name and Principal Position		Fiscal Year			Salary ($)			Bonus ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
Adam D. Portnoy		​	2018		$	300,000		$	2,650,000		$	1,012,250		$	22,000		$	3,984,250
Managing Director, President and Chief Executive Officer		​	2017		​	300,000		​	2,600,000		​	644,850		​	17,115		​	3,561,965
Jennifer B. Clark			2018		$	300,000		$	2,650,000		$	1,504,945		$	127,893		$	4,582,838
Managing Director, Executive Vice President, General Counsel and Secretary			2017			300,000			2,600,000			1,010,700			120,541			4,031,241
Mark L. Kleifges(4)(5)		​	2018		$	300,000		$	2,250,000		$	678,475		$	43,976		$	3,272,451
Executive Vice President		​			​			​			​			​			​
Barry M. Portnoy(6)			2018		$	126,923		$	2,600,000		$	—		$	18,815		$	2,745,738
Managing Director			2017			300,000			2,600,000			528,900			17,200			3,446,100

(1)

The amounts listed in this column represent the annual cash bonuses to each of the named executive officers. The bonuses are described in more detail below in "Fiscal Year 2018 Executive Compensation—Annual Cash Bonuses."



(2)

The value included for awards made by us represents the grant date fair value of the Class A Common Shares compiled in accordance with ASC 718. No assumptions were used in this calculation. The value included for awards made by our public client companies to our named executive officers represents the grant date fair value of shares compiled in accordance with the Financial Accounting Standards Board Accounting Standards CodificationTM Topic 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505-50"). Awards made by us were made pursuant to our Equity Plan. Awards made by our public client companies were made pursuant to the applicable client company's equity compensation plan. Class A Common Shares we awarded to Adam Portnoy and Jennifer Clark in their capacities as Managing Directors vested at the time of award. For other awards, one fifth of a share award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the initial award date, subject to the applicable named executive officer continuing to render significant services, whether as our employee or otherwise, to us or our public client companies and to accelerated vesting under certain circumstances. Holders of shares awarded pursuant to these awards receive any distributions paid on common shares paid by us or the applicable client company on the same terms as other holders of our or the client company's common shares, as applicable.


The amounts presented in this column exclude shares of our client companies awarded to our named executive officers for services as a managing trustee, managing director or named executive officer of a client company.

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52    THE RMR GROUP INC.   2019 Proxy Statement

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The following table shows the total shares awarded by us and our public client companies to our named executive officers in fiscal year 2018, including vested and unvested portions of each award.

	Name		Company		Grant Date			Number of Shares			Grant Date Fair Value of Share Awards ($)(a)
	Adam D. Portnoy		RMR		​	9/13/2018		​	10,500		$	932,750(b)
	​		FVE		​	12/13/2017		​	15,000		​	22,500
	​		TA		​	11/29/2017		​	12,000		​	57,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​
	​		​		​	​		​	​		$	1,012,250
	Jennifer B. Clark		RMR			9/13/2018			6,500		$	552,750(b)
			GOV			9/13/2018			7,000			118,650
			HPT			9/13/2018			8,500			246,245
			ILPT			9/13/2018			5,000			116,650
			SIR			9/13/2018			7,000			141,050
			SNH			9/13/2018			10,000			191,100
			FVE			12/13/2017			15,000			22,500
			TA			11/29/2017			12,000			57,000
			TRMT			9/13/2018			5,000			59,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​
											$	1,504,945
	Mark L. Kleifges		RMR		​	9/13/2018		​	4,000		$	380,000
	​		ILPT		​	9/13/2018		​	2,500		​	58,325
	​		SIR		​	9/13/2018		​	4,000		​	80,600
	​		SNH		​	9/13/2018		​	5,000		​	95,550
	​		FVE		​	12/13/2017		​	4,000		​	6,000
	​		TA		​	11/29/2017		​	6,000		​	28,500
	​		TRMT		​	9/13/2018		​	2,500		​	29,500
​	​	​	​	​	​	​	​	​	​	​	​	​	​
	​		​		​	​		​	​		$	678,475
	Barry M. Portnoy		—			—			—			—

(a)

Equals the number of shares multiplied by the closing price on the date of the award grant, which is also the grant date fair value under ASC 718 or ASC 505-50, as applicable. No assumptions were used in this calculation.



(b)

Includes 2,500 Class A Common Shares, valued at $172,750, awarded to each of Adam Portnoy and Jennifer Clark on March 28, 2018 for services as our Managing Directors.

(3)

We maintain a savings plan for eligible employees under section 401(k) of the Internal Revenue Code, or 401(k) plan, in which our named executive officers participate, and provide annual discretionary matching contributions to plan participants. The amounts listed in this column include matching contributions we made to each named executive officer in respect of their participation in our 401(k). The amounts listed in this column also include distributions received on unvested awards of our Class A Common Shares and on unvested awards of common shares of our public client companies.



(4)

Mr. Kleifges was not a named executive officer in fiscal year 2017.



(5)

On October 24, 2018, the Company entered into a retirement agreement with Mr. Kleifges in connection with his retirement from the Company. Pursuant to the retirement agreement, Mr. Kleifges continued to serve as the Company's Executive Vice President through December 31, 2018 and thereafter remains employed as a non-executive employee by the Company through June 30, 2019, after which his employment will terminate. For additional information with respect to this agreement and Mr. Kleifges's retirement, please see the section entitled "Related Person Transactions" and the section entitled "Potential Payments Upon Termination or Change in Control" in this Proxy Statement.



(6)

Barry M. Portnoy passed away on February 25, 2018. In September 2018, we paid the estate of Barry M. Portnoy $2,600,000 representing bonus compensation awarded to Barry M. Portnoy in respect of fiscal year 2018 for his services to us prior his death. In connection with his death, on February 28, 2018, pursuant to the terms of his share award agreements, all of Barry M. Portnoy's then unvested Class A Common Shares were immediately vested.

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THE RMR GROUP INC.   2019 Proxy Statement    53

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Outstanding Equity Awards at 2018 Fiscal Year End

							Stock Awards
Name		Client Company		Date Granted			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Adam D. Portnoy		RMR		​	9/13/2018		​	6,400		$	593,920
​		RMR		​	9/14/2017		​	4,800		​	445,440
​		RMR		​	9/15/2016		​	3,200		​	296,960
​		FVE		​	12/13/2017		​	12,000		​	10,320
​		FVE		​	12/7/2016		​	9,000		​	7,740
​		FVE		​	12/14/2015		​	6,000		​	5,160
​		FVE		​	12/15/2014		​	2,500		​	2,150
​		TA		​	11/29/2017		​	9,600		​	54,720
​		TA		​	11/30/2016		​	7,200		​	41,040
​		TA		​	12/8/2015		​	4,800		​	27,360
​		TA		​	12/2/2014		​	2,400		​	13,680
​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		​	​		​	​		$	1,498,490
Jennifer B. Clark		RMR			9/13/2018			3,200		$	296,960
		RMR			9/14/2017			2,400			222,720
		RMR			9/15/2016			1,600			148,480
		GOV			9/13/2018			5,600			63,224
		GOV			9/14/2017			4,200			47,418
		GOV			9/15/2016			2,800			31,612
		GOV			9/2/2015			1,400			15,806
		HPT			9/13/2018			6,800			196,112
		HPT			9/14/2017			4,500			129,780
		HPT			9/15/2016			3,000			86,520
		HPT			9/2/2015			1,500			43,260
		ILPT			9/13/2018			4,000			92,040
		SIR			9/13/2018			5,600			122,864
		SIR			9/14/2017			4,200			92,148
		SIR			9/15/2016			2,800			61,432
		SIR			9/2/2015			1,400			30,716
		SNH			9/13/2018			8,000			140,480
		SNH			9/14/2017			5,700			100,092
		SNH			9/15/2016			3,800			66,728
		SNH			9/2/2015			1,900			33,364
		FVE			12/13/2017			12,000			10,320
		FVE			12/7/2016			9,000			7,740
		FVE			12/14/2015			6,000			5,160
		FVE			12/15/2014			2,500			2,150
		TA			11/29/2017			9,600			54,720
		TA			11/30/2016			7,200			41,040
		TA			12/8/2015			4,800			27,360
		TA			12/2/2014			2,400			13,680
		TRMT			9/13/2018			4,000			47,000
​	​	​	​	​	​	​	​	​	​	​	​	​
										$	2,230,926

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54    THE RMR GROUP INC.   2019 Proxy Statement

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							Stock Awards
Name		Client Company		Date Granted			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Mark L. Kleifges(2)		RMR		​	9/13/2018		​	3,200		$	296,960
​		RMR		​	9/14/2017		​	2,400		​	222,720
​		RMR		​	9/15/2016		​	1,600		​	148,480
​		ILPT		​	9/13/2018		​	2,000		​	46,020
​		SIR		​	9/13/2018		​	3,200		​	70,208
​		SIR		​	9/14/2017		​	2,400		​	52,656
​		SIR		​	9/15/2016		​	1,400		​	30,716
​		SIR		​	9/2/2015		​	700		​	15,358
​		SNH		​	9/13/2018		​	4,000		​	70,240
​		SNH		​	9/14/2017		​	2,400		​	42,144
​		SNH		​	9/15/2016		​	1,600		​	28,096
​		SNH		​	9/2/2015		​	800		​	14,048
​		FVE		​	12/13/2017		​	3,200		​	2,752
​		FVE		​	12/7/2016		​	2,400		​	2,064
​		FVE		​	12/14/2015		​	1,600		​	1,376
​		FVE		​	12/15/2014		​	700		​	602
​		TA		​	11/29/2017		​	4,800		​	27,360
​		TA		​	11/30/2016		​	3,600		​	20,520
​		TA		​	12/8/2015		​	2,400		​	13,680
​		TA		​	12/2/2014		​	1,200		​	6,840
​		TRMT		​	9/13/2018		​	2,000		​	23,500
​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		​	​		​	​		$	1,136,340
Barry M. Portnoy		—			—			—			—

(1)

Equals the number of shares multiplied by the closing price of our Class A Common Shares or the respective client company's common shares on September 28, 2018.



(2)

Under Mr. Kleifges's retirement agreement, the Class A Common Shares set forth in the table will continue to vest in accordance with the existing terms of Mr. Kleifges's awards through June 30, 2019 and the Equity Plan Committee has approved that on June 30, 2019, all of Mr. Kleifges's then unvested share awards will vest in full, subject to certain conditions.

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THE RMR GROUP INC.   2019 Proxy Statement    55

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Potential Payments upon Termination or Change in Control

From time to time, we and our public client companies have entered into arrangements with our former employees in connection with the termination of their employment with us, providing for the acceleration of vesting of shares previously awarded and, in certain instances, payments for future services to us as a consultant or employee and continuation of health care and other benefits. Although neither we nor such client companies have a formal policy, plan or arrangement for payments to our employees in connection with their termination of employment with us, we and such client companies may in the future provide on a discretionary basis for similar payments depending on various factors we or they then consider relevant and if we or such client company believes it is in its best interests to do so.

On September 13, 2018, the Equity Plan Committee approved awards of 8,000 Class A Common Shares to Mr. Adam Portnoy and 4,000 Class A Common Shares to each of Ms. Jennifer Clark and Mr. Mark Kleifges in their capacities as our executive officers. These awards were valued at $95.00 per Class A Common Share, the closing price of the Class A Common Shares on the Nasdaq on the date the awards were made under our Equity Plan. The form of award agreement for each of these awards provides for vesting of the Class A Common Shares in five equal annual installments beginning on the date of the award and acceleration of vesting of all share awards upon the occurrence of certain change in control or employment 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 September 30, 2018.

Name		Number of Shares Vested Upon Termination Event (#)			Value Realized on Termination Event as of September 30, 2018 ($)(1)
Adam D. Portnoy		​	14,400		$	1,336,320
Jennifer B. Clark			7,200			668,160
Mark L. Kleifges(2)		​	7,200		​	668,160
Barry M. Portnoy			—			—

(1)

Equals the number of shares multiplied by the closing price of the Company's Class A Common Shares on September 28, 2018.



(2)

On October 24, 2018, the Company entered into a retirement agreement with Mr. Kleifges in connection with his retirement from the Company that provides for the acceleration of vesting of Mr. Kleifges's unvested Common Shares. Under Mr. Kleifges's retirement agreement, we made a cash payment to him in the amount of $1,593,750 in January 2019 and after his retirement from the Company on June 30, 2019 we will make an additional cash payment in the amount of $1,593,750 and any unvested Common Shares previously awarded to Mr. Kleifges will fully vest on June 30, 2019, provided he signs and does not revoke a release of claims, and subject to the satisfaction of certain other conditions. Such amounts are not included in the table above. For additional information with respect to this agreement and Mr. Kleifges's retirement, please see the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

Fiscal Year 2018 Compensation Elements

Each of our named executive officers was provided with the following material elements of compensation in fiscal year 2018:

Base Salary

In fiscal year 2018 we paid an annual base salary of $300,000 to each of our named executive officers. For our fiscal year 2019, we will pay an annual base salary of $325,000 to each of our named executive officers.

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56    THE RMR GROUP INC.   2019 Proxy Statement

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Annual Cash Bonuses

Annual cash bonuses are a key component of our named executive officer compensation and represented the majority of compensation we paid to each of our named executive officers for our 2018 fiscal year. We did not provide guaranteed cash bonuses to any of our named executive officers for fiscal year 2018 and did not set specific performance targets on which bonuses would be payable. Instead, the annual cash bonuses we paid to our named executive officers with respect to fiscal year 2018 were discretionary in amount and were based on a performance evaluation conducted by, in the case of Adam Portnoy and Barry Portnoy, the Equity Plan Committee, and in the case of other named executive officers, our Compensation Committee. The evaluation involved an analysis of both (i) our overall performance and (ii) the performance of the individual officer and his or her contributions to us. We believe this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including our named executive officers' ability to react to changing circumstances that impact our business. We believe our compensation process provided us with a better compensation structure than a formulaic bonus structure based solely on the achievement of specific pre-established performance targets which may not capture all appropriate factors that materially impacted our or the individual named executive officer's performance.

Equity Awards

Under the Equity Plan, an aggregate of 600,000 Class A Common Shares are available for grants of options to acquire stock, restricted or unrestricted stock, contractual rights to receive stock in the future, stock appreciation rights, other rights to receive compensation in amounts determined by the value of the Class A Common Shares and cash based awards. Employees, Directors, independent contractors and consultants of the Company or any affiliate of the Company are eligible to receive awards under the Equity Plan. Equity awards we make to our employees (including our named executive officers) are made by our Equity Plan Committee. Equity awards made to our employees (including our named executive officers) by our public client companies are made to them by the compensation committees of the boards of such companies.

401(k) Plans

We maintain a 401(k) plan for eligible employees, including our named executive officers and provide matching contributions equal to 100.0% of the first 3.0% and 50.0% of the next 2.0% of an employee's cash compensation contributed to the plan up to stated maximums. We do not maintain a defined pension plan or any nonqualified deferred compensation plans.

Employee Benefits

Eligible employees, including our named executive officers, participate in broad based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance. Our named executive officers participate in these programs on the same basis as other eligible employees.

Employment Agreements

We have no employment agreements with our named executive officers or any of our other employees.

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THE RMR GROUP INC.   2019 Proxy Statement    57

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REPORT OF THE AUDIT COMMITTEE

In the course of the Audit Committee's oversight of the Company's financial reporting process, the Audit Committee has: (i) reviewed and discussed with management the audited financial statements for the fiscal year ended September 30, 2018; (ii) discussed with Ernst & Young LLP, the Company's independent auditors, the matters required to be discussed under PCAOB Auditing Standard No. 1301; (iii) received the written disclosures and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence; (iv) discussed with the independent auditors their independence; and (v) considered whether the provision of non-audit services by the independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2018, for filing with the SEC.

		Ann Logan,Chair Rosen Plevneliev Walter C. Watkins, Jr.

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58    THE RMR GROUP INC.   2019 Proxy Statement

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RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS (ITEM 2)

The 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 the independent auditors. The Audit Committee is responsible for approving the audit and permissible non-audit services provided by the independent auditors and the associated fees.

The Audit Committee evaluates the performance of our independent auditors annually and determines whether to reengage the current independent auditors or consider other audit firms. In doing so, the 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, legal proceedings involving the auditors, the results of PCAOB inspections and peer quality reviews of the auditors and the auditors' reputation in the marketplace. In connection with the mandated rotation of the independent auditors' lead engagement partner, the Audit Committee and its chair consider the selection of the new lead engagement partner identified by the independent auditors.

Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP to serve as the Company's independent auditors for the fiscal year ending September 30, 2019. Ernst & Young LLP has served as the Company's independent auditors since our formation in 2015 and is considered by management and the Audit Committee to be well qualified. Further, the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the independent registered public accounting firm is in the best interests of the Company and its shareholders.

The Audit Committee has determined to submit its selection of the independent auditors to the Company's shareholders for ratification. This vote will ratify prior action by the Audit Committee and will not be binding upon the Audit Committee. However, the Audit Committee may reconsider its prior appointment of the independent auditors or consider the results of this vote when it determines to appoint 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 Ernst & Young LLP for the fiscal years ended September 30, 2018 and 2017.

		2018 Fees		2017 Fees
Audit Fees		$ 798,500		$ 994,000
Audit Related Fees		—		268,121
Tax Fees		—		—
All Other Fees		720		456

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 Current Reports on Form 8-K and the review of any of the Company's Quarterly Reports on Form 10-Q.

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 due diligence in connection with acquisitions, consultation on accounting and internal control

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THE RMR GROUP INC.   2019 Proxy Statement    59

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matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services. The decrease in audit related fees from 2017 to 2018 reflects additional audit fees in 2017 in connection with the initial public offering of TRMT that was completed in January 2018 and the RIF rights offering that was completed in September 2017 and which fees were paid by Tremont Advisors and RMR Advisors, respectively.

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

All Other Fees. This category consists of services that are not included in the above categories. The amounts for 2018 and 2017 reflect annual subscription fees for Ernst & Young LLP's online accounting research application.

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

The 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, no services may be undertaken by our independent auditors unless the engagement is specifically approved by the Audit Committee or the services are included within a category that has been approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement or the category of services is approved. In certain circumstances, our management is required to notify the Audit Committee when approved services are undertaken and the Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. Our Director of Internal Audit is responsible for reporting to the Audit Committee regarding compliance with these policies and procedures.

The Audit Committee will not approve engagements of the independent auditors to perform non-audit services for the Company if doing so will cause the independent auditors to cease to be independent within the meaning of applicable SEC or Nasdaq rules. In other circumstances, the 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 Public Company Accounting Oversight Board Rules.

All services for which the Company engaged its independent auditors in fiscal 2018 and 2017 were approved by the Audit Committee. The total fees for audit and non-audit services provided by Ernst & Young LLP in fiscal 2018 and fiscal 2017 are set forth above. The Audit Committee approved the engagement of Ernst & Young LLP to provide these non-audit services because it determined that Ernst & Young LLP providing these services would not compromise Ernst & Young LLP's independence and that the firm's familiarity with our record keeping and accounting systems would permit the firm to provide these services with equal or higher quality, more efficiently and at a lower cost than the Company could obtain these services from other providers.

Other Information

The Company has been advised by Ernst & Young LLP that neither that firm, nor any member of the firm, has any material interest, direct or indirect, in any capacity in the Company or its subsidiaries.

One or more representatives of Ernst & Young LLP will be present at the 2019 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 the independent auditors requires the affirmative vote of a majority of the votes cast, in person or by proxy, at the 2019 Annual Meeting. If shareholders fail to approve the proposal, the Board may reconsider its prior appointment of the independent auditors or consider the results of this vote when it determines to appoint our independent auditors in the future.

The Board of Directors recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as independent auditors.

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60    THE RMR GROUP INC.   2019 Proxy Statement

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OTHER INFORMATION

At this time, the Company knows 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 thereof, 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
Managing Director, Executive Vice President, General Counsel and Secretary

Newton, Massachusetts
January 23, 2019

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THE RMR GROUP INC.   2019 Proxy Statement    61

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Table of Contents

•

Expense Reimbursement. For each Tremont Advisory Client, Tremont Advisors, and not the Tremont Advisory Client, will be responsible for the costs of Tremont Advisors' employees who provide services to the Tremont Advisory Client, including the cost of Tremont Advisors' personnel who originate the Tremont Advisory Client's loans, unless any such payment or reimbursement is specifically approved by a majority of the independent trustees of TRMT or the board of directors of Centre Street, as applicable, is a shared services cost or, for TRMT, relates to awards made under any equity compensation plan adopted by TRMT from time to time. Each Tremont Advisory Client is required to pay or to reimburse Tremont Advisors and its affiliates for all other costs and expenses of the Tremont Advisory Client's operations, including but not limited to, the costs of rent, utilities, office 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 the Tremont Advisory Client's investments, investor relations expenses and other professional services, and other costs and expenses not specifically required under the management agreement to be borne by Tremont Advisors. Some of these overhead, professional and other services will be provided by RMR LLC pursuant to a shared services agreement between Tremont Advisors and RMR LLC. In addition, TRMT will also pay its pro rata portion of internal audit costs incurred by RMR LLC on behalf of TRMT and other public companies to which RMR LLC or its affiliates provides management services.

Term and Termination. The initial term of the management agreement with TRMT ends on December 31, 2020, and the agreement will automatically renew for successive one year terms beginning January 1, 2021 and 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 the independent trustees of TRMT based upon a determination that (a) Tremont Advisors' performance is unsatisfactory and materially detrimental to TRMT or (b) the base management fee and incentive fee, taken as a whole, payable to Tremont Advisors under the management agreement are not fair to TRMT (provided that in the instance of (b), Tremont Advisors will be afforded the opportunity to renegotiate the base management fee and incentive fee prior to termination). The management agreement may be terminated by Tremont Advisors before each annual renewal upon written notice delivered to the board of trustees of TRMT no later than 180 days prior to an annual renewal date.

Tremont Advisors may terminate the management agreement if TRMT becomes required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), with such termination deemed to occur immediately before such event. In addition, Tremont Advisors may terminate the management agreement upon 60 days' written notice for a material breach by TRMT, as defined in the management agreement, which includes if TRMT defaults in the performance or observance of any material term, condition or covenant contained in the management agreement, the consequence of which was materially adverse to Tremont Advisors and which did not result from and was not attributable to any action, or failure to act, of Tremont Advisors and the default continues for a period of 30 days after written notice to TRMT requesting that the default be remedied within that period, TRMT materially reduces Tremont Advisors' duties and responsibilities or scope of its authority under the management agreement or TRMT ceases or take steps to cease to conduct the business of originating or investing in commercial real estate loans.

The initial term of the management agreement with Centre Street ends on December 31, 2022, and the agreement will automatically renew for successive one year terms beginning January 1, 2023 and each January 1 thereafter. Centre Street and Tremont Advisors each have the right, upon 60 days' prior written notice to the other party, to terminate the management agreement in its entirety.

Other Provisions. TRMT has agreed to indemnify Tremont Advisors and its affiliates, including RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of such party with respect to the provision of services to TRMT, except to the extent such provision was in bad faith or was grossly negligent. In addition, the management agreement provides that any disputes, as defined in the agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, shall be subject to mandatory arbitration in accordance with procedures provided in the agreement.

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Our Management Agreements with the Managed Operators

Fees. RMR LLC provides services and earns fees pursuant to a business management agreement with each of the Managed Operators. Under these agreements, RMR LLC provides services to the Managed Operators relating to, or assists them with, among other things, their compliance with various laws and rules applicable to them, capital markets and financing activities, maintenance of their properties, selection of new business sites and evaluation of other business opportunities, accounting and financial reporting, internal audit, investor relations and general oversight of the company's daily business activities, including legal and tax matters, human resources, insurance programs and management information systems.

Each Managed Operator pays RMR LLC a fee under its business management agreement in an amount equal to 0.6% of: (i) for FVE, FVE's revenues from all sources reportable under GAAP other than revenues reportable by FVE with respect to properties for which FVE provides management services, plus the gross revenues of properties managed by FVE determined in accordance with GAAP; (ii) for Sonesta, Sonesta's revenues from all sources reportable under GAAP, other than any revenues reportable by Sonesta with respect to hotels for which Sonesta provides management services, plus the revenues of hotels managed by Sonesta (except to the extent such managed hotel revenues are included in Sonesta's gross revenues under GAAP); and (iii) for TA, the sum of TA's gross fuel margin, determined as TA's fuel sales revenues less its cost of fuel sales, plus TA's total nonfuel revenues. In addition, the business management agreement with each Managed Operator provides that the compensation of senior executives of the Managed Operator, who are also employees or officers of RMR LLC, is the responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of these executives' total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC. Each Managed Operator reimburses RMR LLC for certain expenses as provided under its business management agreement.

Term and Termination. The terms of the business management agreements with each Managed Operator end on December 31, 2020, and automatically extend for successive one year terms, unless RMR LLC or the applicable Managed Operator gives notice of non-renewal before the expiration of the applicable term. Also, a Managed Operator may terminate its business management agreement at any time (i) for FVE and TA, on 60 days' notice and RMR LLC may terminate such agreements at any time on 120 days' notice and (ii) for Sonesta, on 30 days' notice and RMR LLC may terminate its agreement with Sonesta on 30 days' notice. If FVE or TA terminates or elects not to renew its agreement, other than for cause as defined in each agreement, the Managed Operator is obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination.

Other Provisions. Each Managed Operator has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities relating to acts or omissions of RMR LLC with respect to the provision of services by RMR LLC, except to the extent such provision was in bad faith or was grossly negligent. In addition, each agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, shall be subject to mandatory arbitration in accordance with procedures provided in the agreement.

Our Advisory Agreement with RIF

RMR Advisors is party to an investment advisory agreement with RIF, pursuant to which it provides RIF with a continuous investment program, makes day to day investment decisions and generally manages the business affairs of RIF in accordance with its investment objectives and policies. RMR Advisors is compensated pursuant to that agreement at an annual rate of 0.85% of RIF's average daily managed assets, as defined in the agreement. Average daily managed assets includes the net asset value attributable to RIF's outstanding common shares, plus the liquidation preference of RIF's outstanding preferred shares plus the principal amount of any borrowings, including from banks or evidenced by notes, commercial paper or other similar instruments issued by RIF.

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The investment advisory agreement continues until September 7, 2020 and continues thereafter from year to year or for such longer term as may be approved by RIF's board of trustees, as permitted by the Investment Company Act. So long as required by the Investment Company Act, the agreement is terminable by RIF on 60 days' notice and automatically in the event of an assignment, as defined in the Investment Company Act.

RMR Advisors LLC is also responsible for certain administrative functions of RIF pursuant to an administration agreement with RIF. RMR Advisors has entered into a sub administration agreement with State Street Bank and Trust Company, ("State Street"), to perform substantially all fund accounting and other administrative services for RIF. RIF paid State Street directly, and no additional administrative services fee was paid to RMR Advisors.

Our Management Agreements with AIC, ABP Trust and the Open End Fund

RMR LLC provided business management services to AIC for a fee calculated as 3.0% of the total premiums paid for insurance arranged by AIC. AIC's property insurance program expired on June 30, 2019 and was not continued. As a result, AIC has not incurred any management fees payable to RMR LLC since that date. As noted above, AIC is currently in the process of dissolving.

RMR LLC provides business and property management services to our controlling shareholder, ABP Trust, for which it receives, depending upon the services provided, a business management fee in an annual amount equal to 0.6% of ABP Trust's revenues from all sources reportable under GAAP, a property management fee in an amount equal to 3.0% of rents collected from managed properties and a construction supervision fee in an amount equal to 5.0% of the cost of any construction, renovation or repair activities at the managed properties, other than ordinary maintenance and repairs.

RMR LLC manages the Open End Fund and receives annual fund administration fees equal to 1.0% of the Open End Fund's net asset value, property management fees equal to 3.0% of all rents collected from commercial real estate investments, and 5.0% of costs of construction or any improvement at commercial real estate investments held by the Open End Fund.

Reimbursable Compensation and Benefits

Reimbursable compensation and benefits include reimbursements, at cost, that arise primarily from services RMR LLC provides pursuant to its property management agreements, a significant portion of which are charged or passed through to and were paid by tenants of our client companies. RMR LLC realized reimbursable compensation and benefits for the fiscal year ended September 30, 2019 of approximately $57.5 million. Included in reimbursable compensation and benefits are shared services fees RMR LLC earns from TRMT for compensation and other costs related to the operation of the Tremont business. RMR LLC earned shared services fees from TRMT of approximately $1.4 million for the fiscal year ended September 30, 2019. Reimbursable compensation and benefits also include grants of common shares from the client companies directly to certain of RMR LLC's officers and employees in connection with the provision of management services to those companies. For the fiscal year ended September 30, 2019, we recognized approximately $6.5 million for these equity based compensation expense and related reimbursements.

Other Client Company Reimbursable Expenses

Other client company reimbursable expenses include other reimbursements, at cost, that arise from services RMR LLC provides pursuant to its property management agreements, a significant portion of which are charged or passed through to and were paid by tenants of our client companies. RMR LLC recognized other client company reimbursable expenses for the fiscal year ended September 30, 2019 of approximately $354.5 million.

Share Awards by Our Public Client Companies

Our public client companies annually award equity grants to certain of our Directors, officers and employees. During the fiscal year ended September 30, 2019, the compensation committees of the

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Managed REITs and the public Managed Operators awarded common shares directly to such persons in connection with their service as directors, trustees or officers of, or the provision of services to, those companies. Based on their grant date values, the aggregate value of such awards was as follows: $1.6 million from DHC; $2.3 million from ILPT; $3.1 million from OPI; $3.5 million from SVC; $0.1 million from FVE; $1.7 million from TA; and $0.2 million from TRMT. On occasion, our public client companies have entered into arrangements with former employees of RMR LLC in connection with the termination of their employment with RMR LLC, providing for the acceleration of vesting of common shares previously awarded to them under the respective companies' equity compensation plan.

The Up-C Transaction

The transaction by which, among other things, DHC (then known as SNH), OPI (then known as GOV), SIR (now part of OPI) and SVC, the four then existing Managed Equity REITs, acquired 15,000,000 Class A Common Shares (the "Up-C Transaction") from us was completed on June 5, 2015 pursuant to transaction agreements, we, RMR LLC and ABP Trust entered with each of such Managed Equity REIT. On July 1, 2019, DHC, OPI and SVC sold all their Class A Common Shares in an underwritten public offering at a price to the public of $40.00 per share pursuant to an underwriting agreement among us, those Managed Equity REITs and the underwriters named therein. In addition to the amended and restated business management agreement and amended and restated property management agreement RMR LLC entered with each such Managed Equity REIT, the Company is party to the agreements described below which were entered into on June 5, 2015 in connection with the Up-C Transaction:

•

ABP Trust Registration Rights. We are party to a registration rights agreement with ABP Trust pursuant to which ABP Trust has demand and "piggyback" registration rights, subject to certain limitations, covering the Class A Common Shares held by it, including Class A Common Shares it receives upon exchange of class A membership units of RMR LLC or conversion of Class B-1 Common Shares.



•

Tax Receivable Agreement. We are party to a tax receivable agreement with ABP Trust that provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income or franchise tax that we realize as a result of (a) the increases in tax basis attributable to our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 80 days of the filing of our tax returns. The term of the tax receivable agreement commenced on June 5, 2015 and will continue until all such tax benefits have been utilized or expired, unless the tax receivable agreement is terminated upon a change of control or upon certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement. The tax receivable agreement provides that, upon certain changes of control and certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement, our obligations with respect to redeemable class A membership units of RMR LLC will be accelerated. In those circumstances, our obligations under the tax receivable agreement would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits described in the tax receivable agreement, and that any class A membership units of RMR LLC that have not been redeemed will be deemed redeemed for the market value of our Class A Common Shares at the time of the change of control or breach, as applicable. It is possible, in these circumstances, that the cash tax savings realized by us may be significantly less than the corresponding tax receivable agreement payments.


As of September 30, 2019, we had recorded a liability of approximately $32.1 million payable to ABP Trust under the tax receivable agreement, which relates to our purchase of 15,000,000 class A membership units of RMR LLC in the Up-C Transaction. During the fiscal year ended September 30, 2019, we paid approximately $2.1 million to ABP Trust pursuant to the tax receivable agreement. Future redemptions of ABP Trust's class A membership units of RMR LLC, if and when they occur, are expected to give rise to increases in the tax basis of the assets of RMR LLC attributable to our interests in RMR LLC. Such increases in tax basis are likely to increase (for tax purposes) amortization deductions and therefore reduce the amount of

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income tax we would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent the increased tax basis is allocated to those assets. As a result, any such future redemptions are expected to increase the amounts payable to ABP Trust under the tax receivable agreement.

•

The RMR LLC Operating Agreement. RMR LLC is party to the LLC operating agreement with us and ABP Trust, which agreement governs the operations of RMR LLC and the rights and obligations of its members. Through our status as the managing member of RMR LLC, we exercise control over RMR LLC and are responsible for all operational and administrative decisions of RMR LLC and the day to day management of RMR LLC's business.



◦

Distributions by RMR LLC to its Members. We determine when distributions will be made to the members of RMR LLC and the amount of any such distributions, except that RMR LLC is required by the LLC operating agreement to make certain distributions to the members of RMR LLC quarterly on the basis of the assumed tax liabilities of the members and in connection with a dissolution of RMR LLC. Under the LLC operating agreement, all distributions from RMR LLC are to be made to the members of RMR LLC pro rata in accordance with the percentage economic interest of the membership units they hold and net profits and net losses of RMR LLC generally are to be allocated to its members pro rata in accordance with the percentage interest of the membership units they hold. For the fiscal year ended September 30, 2019, pursuant to the LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $79.1 million. ABP Trust or its subsidiary, as the holder of 15,000,000 class A membership units of RMR LLC, received $38.0 million of these distributions by RMR LLC. To fund our payment of dividends of $0.35 per Class A Common Share and per Class B-1 Common Share on each of November 15, 2018, February 21, 2019, May 16, 2019 and August 15, 2019, respectively, RMR LLC paid distributions to holders of its class A membership units and class B membership units. For the fiscal year ended September 30, 2019, ABP Trust or its subsidiary, as the holder of 15,000,000 class A membership units of RMR LLC, received an aggregate of $18.0 million of these distributions by RMR LLC.



◦

Coordination of RMR Inc. and RMR LLC. RMR LLC is permitted to issue additional RMR LLC membership units from time to time provided that they are substantially equivalent to additional equity securities issued from time to time by us. At any time we issue any equity securities, we have agreed to contribute to RMR LLC the net proceeds, if any, we received in connection with the issuance. In exchange for the contribution, RMR LLC has agreed to issue to us an equivalent number of units of RMR LLC with substantially the same rights and restrictions. Conversely, if we redeem or repurchase any of our equity securities, RMR LLC will, immediately prior to our redemption or repurchase, redeem or repurchase, upon the same terms and for the same price, an equal number of equity securities of RMR LLC held by us with substantially the same rights and restrictions as the equity securities being redeemed or repurchased. The class A membership units of RMR LLC not held by us and our Class B-2 Common Shares constitute "paired interests." If RMR LLC issues additional class A membership units to someone other than us, we have agreed to issue to that member an equivalent number of our Class B-2 Common Shares.



◦

Redemption Rights of Holders of Class A Membership Units. Holders of class A membership units, other than us, may cause RMR LLC to redeem their class A membership units for Class A Common Shares on a 1:1 basis, or we may elect to pay cash on such redemption. For each class A membership unit redeemed, we will automatically redeem the corresponding Class B-2 Common Share comprising the "paired interest" for no additional consideration.



◦

Transfers of Membership Units of RMR LLC. Membership units of RMR LLC are subject to certain specified restrictions on transfer.



◦

Indemnification and Exculpation. RMR LLC has agreed to indemnify the current and former members of RMR LLC, executive officers and directors of us or RMR LLC, and current and former executive officers and directors of us or RMR LLC serving at our request or the request of RMR LLC as an executive officer or director of another entity, except in certain

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matters in which it is established that the individual in question received an improper benefit or undertook active and deliberate dishonesty. We, our affiliates and executive officers, the tax matters partner of RMR LLC and the executive officers of RMR LLC will not be liable to RMR LLC or to any non-managing member of RMR LLC for any act or omission performed or omitted by or on behalf of the individual or entity in question in such capacity, with an exception for certain matters for which it is established that the person received an improper benefit or undertook active and deliberate dishonesty.

Agreements with RMR Office Property Fund LP

On August 31, 2018, ABP Trust, which is controlled by Adam Portnoy, formed the Open End Fund. A subsidiary of ABP Trust is the general partner of the Open End Fund. In connection with the formation of the Open End Fund, ABP Trust contributed 15 properties to the Open End Fund with an aggregate value of $206.3 million in exchange for 206,300 limited partnership units in the Open End Fund and RMR LLC committed to contribute up to $100.0 million to the Open End Fund when called by the general partner in exchange for 100,000 limited partnership units in the Open End Fund. The valuation of the 15 properties contributed to the Open End Fund by ABP Trust was agreed to by a special committee of our Board consisting of members that were unaffiliated with ABP Trust and with the assistance of an independent third party appraiser. This same special committee also approved RMR LLC's $100.0 million capital commitment to the Open End Fund. RMR LLC provides management and administrative services to the Open End Fund pursuant to management agreements. The terms of these management agreements continue until the earlier of (i) the date on which the Open End Fund is liquidated and (ii) the date that the current general partner of the Open End Fund is removed from that position.

Leases

As of September 30, 2019, RMR LLC leased office space for use as its headquarters and other offices under various lease agreements with ABP Trust and certain Managed Equity REITs. For the fiscal year ended September 30, 2019, RMR LLC incurred rental expense under these leases aggregating $5.6 million. Generally, the rents RMR LLC pays the Managed Equity REITs were set at the average building rent for third party tenants in the same buildings at the time the leases were entered and the leases were approved by the independent trustees of the applicable Managed Equity REIT. The rents RMR LLC pays to ABP Trust were set based upon a survey of comparable market rents at the time the leases were entered. These leases have various termination dates and several have renewal options. Also, some of these leases allow RMR LLC to terminate such lease early if RMR LLC's management agreements applicable to the buildings in which RMR LLC leases space are terminated.

Other

Effective December 15, 2019, Andrew J. Rebholz resigned his position as an Executive Vice President and employee of RMR LLC and as chief executive officer and as one of the managing directors of TA. In connection with Mr. Rebholz's planned retirement, on December 13, 2019, TA and RMR LLC, entered into a retirement agreement with Mr. Rebholz. Pursuant to his retirement agreement, Mr. Rebholz will continue to serve as an employee of RMR LLC through June 30, 2020. Under Mr. Rebholz's retirement agreement, consistent with past practice, RMR LLC and TA will continue to pay Mr. Rebholz his current aggregate annual base salary of $0.375 million until June 30, 2020 and they paid him an aggregate cash bonus in respect of 2019 in the amount of $1.25 million in December 2019; 80.0% of these amounts were and will be paid by TA and RMR LLC will pay 20.0%. Pursuant to his retirement agreement, Mr. Rebholz granted to TA or its nominee a first right of refusal in the event he determines to sell any of his shares of TA, pursuant to which TA may elect during a specified period to purchase those shares at the average closing price per share for the ten trading days preceding the date of his written notice to TA of his intent to sell. In the event that TA declines to exercise its purchase right, RMR LLC may elect to purchase such shares at the price offered to TA. Mr. Rebholz also agreed that, as long as he owns shares in the Company, DHC, ILPT, OPI, SVC, TA, FVE or TRMT, he will vote those shares at shareholders' meetings in favor of nominees for director or trustee, as applicable, and proposals recommended by the Board or the board of trustees or board of directors, as applicable, of such other companies. RMR LLC and TA also agreed to pay Mr. Rebholz a combined cash payment of $1.25 million in 2020, subject to certain conditions; TA will

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pay 80.0%, and RMR LLC will pay 20.0% of this amount. Mr. Rebholz's retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Mr. Rebholz's retirement agreement also contains certain terms relating to TA.

David J. Hegarty, Mark L. Kleifges, Bruce J. Mackey Jr., Thomas M. O'Brien and John C. Popeo, each a former Executive Vice President of RMR LLC, retired from and resigned their RMR LLC officer positions between November 29, 2017 and December 31, 2018. We entered into retirement agreements with these former officers in connection with their retirements. Pursuant to these agreements, we made various cash payments and accelerated the vesting of unvested shares RMR Inc. previously awarded to these retiring officers. We also enter into separation arrangements from time to time with other nonexecutive officers and employees of ours. As of September 30, 2019, there remained no further substantive performance obligations with respect to any such arrangements. For the fiscal year ended September 30, 2019, we recognized separation costs of $6.8 million in connection with the resignations and retirements of our executive officers.

In October 2019, the board of trustees of RIF approved a proposal by RMR Advisors to change its business from a registered investment company to a mortgage REIT (the "Business Change Proposal") and directed that such proposal be submitted for consideration of the shareholders of RIF at a special meeting to be held in 2020. RMR Advisors agreed to pay all third party costs and expenses related to consideration and approval of the Business Change Proposal.

We, DHC, ILPT, OPI, SVC, FVE, TA and TRMT participate in a combined directors' and officers' liability insurance policy for primary coverage, including errors and omissions coverage for RMR LLC. We paid a premium of $0.2 million for this coverage for the policy year ending September 30, 2019. We paid a premium of $0.1 million for this coverage for the policy year ending September 30, 2020. The premiums for the combined policy were allocated among the insured companies after consultation with our insurance broker.

Pursuant to RMR LLC's management agreements with our client companies, RMR LLC may from time to time negotiate on behalf of such entities with certain third party vendors and suppliers for the procurement of services to them. As part of this arrangement, these entities may enter agreements with RMR LLC and other companies to which RMR LLC provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

We conduct a Leadership Development Program for which certain of our employees take part in a two year rotational program, working at each of RMR LLC, FVE, TA and Sonesta. The employee remains on our payroll during this rotational program and the Managed Operators reimburse us for the applicable employee costs for the period of time that the employee works for it.

We and our public client companies have in the past held, and likely will in the future hold, business meetings at Sonesta operated hotels from time to time, and the directors, trustees, officers and employees of us and our public client companies have in the past stayed, and are likely in the future to stay, overnight at Sonesta operated hotels when traveling for business. The applicable company pays Sonesta for the use of meeting space and related services and pays Sonesta or reimburses its directors, trustees, officers or employees for the costs of these hotel stays.

For more information about related person transactions, please see the proxy statements and periodic reports filed with the SEC by our public client companies, i.e., DHC, ILPT, OPI, SVC, FVE, TA, TRMT and RIF. These SEC filed proxy statements and periodic reports are available at www.sec.gov. Those documents are not incorporated by reference into this Proxy Statement. Also, please see Note 6, Related Person Transactions, included in the audited consolidated financial statements included in our Annual Report for additional information regarding related party transactions for the fiscal year ended September 30, 2019.

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OTHER INFORMATION

At this time, the Company knows 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 thereof, 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
Managing Director, Executive Vice President, General Counsel and Secretary

Newton, Massachusetts
January 16, 2020

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THANK YOU

Thank you for being a shareholder of The RMR Group Inc.

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THE RMR GROUP INC. C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717

AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, on April 2, 2019. 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 PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, on April 2, 2019. 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 The RMR Group Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by The RMR Group Inc. 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.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	E55346-P16581	KEEP THIS PORTION FOR YOUR RECORDS

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

THE RMR GROUP INC.

The Board of Directors Recommends a Vote FOR all Nominees for Director in Proposal 1 and FOR Proposal 2.

1.

Election of Directors.

For

Withhold

Jennifer B. Clark

o

o

For

Against

Abstain

`

Ann Logan

o

o

2.       Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2019 fiscal year.

o

o

o

Rosen Plevneliev

o

o

Adam D. Portnoy

o

o

Walter C. Watkins, Jr.

o

o

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR PROPOSAL 2.

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.

For address changes, please check this box and write them on the back where indicated.

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(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.)

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

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THE RMR GROUP INC. ANNUAL MEETING OF SHAREHOLDERS April 3, 2019, 9:30 a.m., Eastern time The RMR Group Headquarters Two Newton Place, 255 Washington Street, Suite 100 Newton, Massachusetts 02458 Upon arrival, please present photo identification at the registration desk. Please see the Proxy Statement for additional attendance instructions. The 2019 Annual Meeting of Shareholders of The RMR Group Inc. will address the following items of business: 1.Election of the Directors named in the Proxy Statement to the Company's Board of Directors; 2.Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2019 fiscal year; and 3.Transaction of such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.

AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, on March 10, 2020. 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 PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, on March 10, 2020. 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 The RMR Group Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by The RMR Group Inc. 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. THE BOARD OF DIRECTORS RECOMMENDS ARMR GROUP INC. C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E88836-P31722 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THE RMR GROUP INC. 1. Election of Directors. For Withhold ! ! ! ! ! ! ! ! ! ! Jennifer B. Clark For Against Abstain ! ! ! 2. Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2020 fiscal year. Ann Logan Rosen Plevneliev Adam D. Portnoy Walter C. Watkins, Jr. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR PROPOSAL 2. 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. ! For address changes, please check this box and write them on the back where indicated. (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.) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date The Board of Directors Recommends a Vote FOR all Nominees for Director in Proposal 1 and FOR Proposal 2.

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				THE RMR GROUP INC. The RMR Group Headquarters Two Newton Place, 255 Washington Street, Suite 100 Newton, MA 02458			Proxy
	Important Notice Regarding Internet Availability of Proxy Materials: The proxy materials for the 2019 Annual Meeting of Shareholders of The RMR Group Inc. (the "Company"), including the Company’s annual report and proxy statement, are available on the internet. To view the proxy materials or vote online or by telephone, please follow the instructions on the reverse side hereof.
	This proxy is solicited on behalf of the Board of Directors of The RMR Group Inc. The undersigned shareholder of the Company hereby appoints Jennifer B. Clark, Matthew P. Jordan 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 2019 Annual Meeting of Shareholders of the Company to be held at The RMR Group Headquarters, Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458, on April 3, 2019, 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 2019 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 NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR PROPOSAL 2. 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 ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
	See reverse for instructions on how to authorize a proxy.
			Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

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Notice of 2019THE RMR GROUP INC. ANNUAL MEETING OF SHAREHOLDERS March 11, 2020, 9:30 a.m., Eastern time The RMR Group Headquarters Two Newton Place, 255 Washington Street, Suite 100 Newton, Massachusetts 02458 Upon arrival, please present photo identification at the registration desk. Please see the Proxy Statement for additional attendance instructions. The 2020 Annual Meeting of Shareholders andof The RMR Group Inc. will address the following items of business: 1. Election of the Directors named in the Proxy Statement to the Company's Board of Directors; 2. Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2020 fiscal year; and 3. Transaction of such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR PROPOSAL 2. E88837-P31722 THE RMR GROUP INC. The RMR Group Headquarters Two Newton Place, 255 Washington Street, Suite 100 Newton, MA 02458 Proxy Important Notice Regarding Internet Availability of Proxy Materials: The proxy materials for the 2020 Annual Meeting of Shareholders of The RMR Group Inc. (the "Company"), including the Company’s annual report and proxy statement, are available on the internet. To view the proxy materials or vote online or by telephone, please follow the instructions on the reverse side hereof. This proxy is solicited on behalf of the Board of Directors of The RMR Group Inc. The undersigned shareholder of the Company hereby appoints Jennifer B. Clark, Matthew P. Jordan 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 2020 Annual Meeting of Shareholders of the Company to be held at The RMR Group Headquarters, Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458, on March 11, 2020, 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 2020 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 NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FOR PROPOSAL 2. 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 ANY POSTPONEMENT OR ADJOURNMENT THEREOF. See reverse for instructions on how to authorize a proxy. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Address Changes/Comments: