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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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

				Filed by the Registrant				Filed by a Party other than the Registrant

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

The RMR Group Inc.

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

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Notice of 20202021 Annual Meeting
of Shareholders and Proxy Statement

Wednesday,Thursday, March 11, 20202021 at 9:30 a.m., Eastern time

Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458Live Webcast Accessible at
https://www.viewproxy.com/rmrgroup/2021/

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LETTER TO OUR SHAREHOLDERS FROM YOUR BOARD OF DIRECTORS

Dear Fellow Shareholders:

Please join us for our annual meeting2021 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday,Thursday, March 11, 2020.2021. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites shareholders' receipt of these important materials while lowering costcosts and reducing the environmental impact of our annual meeting.

              Please be assured that ourYour Board takes seriously our role in the oversight of our Company's long term business strategy, which is the best path to long term value creation for you, our shareholders. Last2020 was a challenging year across all sectors; however, we continued to improve margins. Becauseare proud that our Company successfully navigated the challenges we faced. Some of our solid operating results, wesuccesses and accomplishments include:

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Successfully transitioning to an entirely remote work environment and then being one of the first companies to transition back into the office.



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Publishing our inaugural sustainability report.



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Being recognized by The Boston Globe as a "Top Place to Work", by Fortune magazine as one of the "100 Fastest Growing Companies", by the Environmental Protection Agency (EPA) as an "ENERGY STAR Partner of the Year", by Boston Business Journal as the "Fastest Growing Middle Market Company in Massachusetts" and ranked 9^th on Commercial Property Executive's Top Commercial Property Management Companies. We also increased our annual dividend by 8.6% from $1.40 to $1.52 per share.

              In 2019, our majority owned operating subsidiary, The RMR Group LLC, received the Real Estate Management Excellence Award for Employee & Leadership Development from the Institute of Real Estate Management; was ranked 75^thManagement.



•

Guiding our client companies in raising approximately $2.3 billion in debt and equity capital and executing approximately $1.3 billion in property sales to shore up their balance sheets for the pandemic in the fiscal year ending September 30, 2020.



•

Expanding our business to include a private capital industrial investment vehicle.

We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on Fortune Magazine's list of 100 fastest growing companies;our business and was selected as an ENERGY STAR® Partner ofbest positioning us for stability and recovery when the Year.pandemic is behind us.

We thank you for your investment in The RMR Group Inc.our Company and for the confidence you put in this Board to oversee your interests in our business.

January 16, 202014, 2021

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NOTICE OF 20202021 ANNUAL MEETING OF SHAREHOLDERS OF THE RMR GROUP INC.

Wednesday, March 11, 2020

9:30 a.m., Eastern time

Two Newton Place, 255 Washington Street, Suite 100
Newton, Massachusetts 02458

ITEMS OF BUSINESS

1.

Elect the Director nominees identified in the accompanying Proxy Statement to the Company's Board of Directors;



2.

Ratify the appointment of Ernst & Young LLP as independent auditors to serve for the 2020 fiscal year; and



3.

Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.

RECORD DATE

You can vote if you were a shareholder of record as of the close of business on January 9, 2020.

PROXY VOTING

Shareholders as of the record date are invited to attend the 2020 Annual Meeting. If you cannot attend in person, please vote in advance of the 2020 Annual Meeting by using one of the methods described in the accompanying Proxy Statement.

January 16, 2020
Newton, Massachusetts

By Order of the Board of Directors,

Jennifer B. Clark
Managing Director, Executive Vice President,
General Counsel and Secretary

​		Location: Live Webcast Accessible at https://www.viewproxy.com/rmrgroup/2021/ Date: Thursday, March 11, 2021 Time: 9:30 a.m., Eastern time		Agenda: • Elect the Director nominees identified in the accompanying Proxy Statement to our Board of Directors; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2021 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
				Record Date: You can vote if you were a shareholder of record as of the close of business on January 6, 2021.
				Attending the Annual Meeting: Due to the public health impact of the COVID-19 pandemic and to protect the health and well-being of our shareholders, directors and employees, the Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held.
				• Record Owners: If you are a shareholder as of the record date who holds shares directly, you may participate in the Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/rmrgroup/2021/. Please have the control number located on your proxy card or voting information form available.
				• 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 register in advance to attend our Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at the Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of our Annual Meeting to ensure that all documentation and verifications are in order.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Directors,
				Jennifer B. Clark Managing Director, Executive Vice President, General Counsel and Secretary
				January 14, 2021

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PROXY STATEMENT

Our Board of Directors (our "Board") of The RMR Group Inc. (the "Company," "we," "us" or "our") is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2021 annual meeting of shareholders. Due to the public health impact of the COVID-19 pandemic and to protect the health and well-being of our shareholders, directors and employees, our annual meeting will be held virtually via live webcast on Thursday, March 11, 2021, at 9:30 a.m., Eastern time, subject to any adjournments or postponements thereof (the "2021 Annual Meeting"). We are first making these proxy materials available to shareholders on or about January 14, 2021.

Only owners of record of shares of common stock of our Company as of the close of business on January 6, 2021, the record date for our 2021 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of shares of our Class A Common Stock ("Class A Common Shares") are entitled to one vote for each Class A Common Share held on the record date, holders of shares of our Class B-1 Common Stock ("Class B-1 Common Shares") are entitled to ten votes for each Class B-1 Common Share held on the record date and holders of shares of our Class B-2 Common Stock ("Class B-2 Common Shares," and, together with Class A Common Shares and Class B-1 Common Shares, "Common Shares") are entitled to ten votes for each Class B-2 Common Share held on the record date. Holders of our Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares will vote as a single class on all matters at our 2021 Annual Meeting. Our Class A Common Shares are listed on The Nasdaq Stock Market LLC ("Nasdaq"). On January 6, 2021, there were 15,395,641 Class A Common Shares, 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares issued and outstanding.

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

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PLEASE VOTE

It is very important that youPlease vote to play a part in the future of our Company. Thefuture. Nasdaq Stock Market LLC rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL				MORE INFORMATION		BOARD RECOMMENDATION		VOTES REQUIRED FOR APPROVAL
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1		Election of Directors		Page 10		FOR		Plurality of all votes cast
2		Ratification of independent auditors*auditors		Page 29		FOR		Majority of all votes castcast*
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You can vote in advance in one of three ways:

via the internet		Visitwww.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on March 10, 20202021 to authorize a proxyVIA THE INTERNET.
by phone		Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on March 10, 20202021 to authorize a proxyBY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
by mail		Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxyBY MAIL.MAIL.

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

PLEASE VISIT:www.proxyvote.com

•

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



•

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

THE RMR GROUP INC.     20202021 Proxy Statement    1

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January 16, 2020

PROXY STATEMENT

The Board of Directors (the "Board") of The RMR Group Inc., a Maryland corporation (the "Company," "we," "us" or "our"), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by the Board for the 2020 annual meeting of shareholders of the Company. The meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Wednesday, March 11, 2020, at 9:30 a.m., Eastern time, and any postponements or adjournments thereof (the "2020 Annual Meeting"). We are first making these proxy materials available to shareholders on or about January 16, 2020.

Only owners of record of shares of common stock of the Company as of the close of business on January 9, 2020, the record date for the meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of shares of our Class A Common Stock ("Class A Common Shares") are entitled to one vote for each Class A Common Share held on the record date, holders of shares of our Class B-1 Common Stock ("Class B-1 Common Shares") are entitled to ten votes for each Class B-1 Common Share held on the record date and holders of shares of our Class B-2 Common Stock ("Class B-2 Common Shares," and, together with Class A Common Shares and Class B-1 Common Shares, "Common Shares") are entitled to ten votes for each Class B-2 Common Share held on the record date. Holders of our Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares will vote as a single class on all matters at the 2020 Annual Meeting of Shareholders. Our Class A Common Shares are listed on The Nasdaq Stock Market LLC ("Nasdaq"). On January 9, 2020, there were 15,300,302 Class A Common Shares, 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares issued and outstanding.

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

2    THE RMR GROUP INC.   2020 Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are currently governed by a fivesix member Board of Directors. Ensuring theour Board is comprised of Directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long-term interests of shareholders is a top priority of theour Board and theour Nominating and Governance Committee. Our Board recently added Jonathan Veitch in June 2020 as an Independent Director to expand and refresh our Board's composition for several reasons, including to increase the ratio of Independent Directors to Managing Directors and to create more skill mix.

THE BOARD BELIEVES THAT ITS MEMBERS SHOULD:

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. This year, we are proud to have published our inaugural sustainability report, which can be found at https://www.rmrgroup.com/corporate-sustainability/default.aspx#sustain-report.In addition,this "Sustainability" section, unless the Board has determinedcontext requires otherwise, references to "we," "us" and "our" refer to The RMR Group Inc. and The RMR Group LLC ("RMR LLC"). Highlights of our Environmental, Social and Governance ("ESG") strategies are as follows:

Environmental. We understand the importance of environmental sustainability and seek to mitigate the impact of the properties we manage through strategies and best practices that enhance competitiveness and optimize operational efficiency. We have incorporated specific sustainability objectives into our overall business strategy and portfolio management through the Board,following programs:

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Environmental surveys are conducted prior to acquiring a property.



•

Environmental safety checklists at the asset level are reviewed quarterly.



•

Environmental safety training for engineers is conducted annually with 100% participation.



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Waste programs include diversion, rightsizing, education and expense management.



•

Environmental-friendly cleaning and pest control support indoor environmental quality.



•

Number of ENERGY STAR and LEED certified buildings continue to increase each year.



•

Energy costs managed through supply contracts in deregulated energy markets.

We received the ENERGY STAR® Partner of the Year Award in 2019 and 2020 for our outstanding efforts as a whole, should striveService and Product Provider in executing ENERGY STAR related activities at buildings we manage on behalf of our client companies.

Social. We believe the foundation of our success begins with ensuring our employees are given the opportunity to participate in first-in-class benefits programs and competitive salaries. We aim to attract professionals that seek out and capture synergies throughout the organization and their personal lives while advancing social and environmental stewardship.

•

Employees and Equal Opportunity.As of September 30, 2020, we employed approximately 600 real estate professionals, including 46% in our corporate office and 54% across more than 30 offices throughout the United States. The average tenure of our employees was 5.7 years. Our employees are the foundation of our success and in many ways our most critical asset. We ensure employees receive competitive salaries and benefits and we aim to attract professionals who will uphold our values of social and environmental stewardship.

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We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status. Throughout our organization, including our Board, we are committed to racial equality and fostering a culture of diversity and inclusion. We have made diversity and inclusion an important part of our hiring, retention and development programs. As of September 30, 2020, 34% and 27% of our approximately 600 employees were female and non-white, respectively.

•

Board Diversity.As of September 30, 2020, our Board composition was 33% female and 17% non-white.



•

Employee Engagement, Education and Training.Our employee engagement initiatives align with our goal of being an employer of choice with a thriving workforce that encourages career enrichment and positions us for growth. Our recruiting programs, on-boarding and retention programs and our development and on-going training programs currently include the right mixfollowing:



◦

Leadership Development Program: This two-year rotational program prepares newly hired graduates holding a Master of characteristicsBusiness Administration degree for future leadership roles by providing an expansive view into all our client companies.



◦

LiveWell Employee Wellness Program: We launched our LiveWell program in 2016 with the goal of providing resources and skills necessaryincentives to enhance employees' physical, emotional and financial wellness. LiveWell includes a range of educational presentations, wellness competitions, and a national committee of "wellness champions."



◦

Managing with Impact: Since 2016, we hosted Managing with Impact workshops for managers throughout the company to expand their perspectives and increase their confidence as a new manager. Within their first year, managers complete the workshop and learn how to effectively perform its oversight responsibilities.delegate, solve problems and give meaningful performance feedback.



◦

Tuition Reimbursement Program: We offer tuition assistance for work-related education from accredited colleges and universities in order to deepen employees' skillsets and support personal enrichment. Due to rising education costs and employee feedback, in 2019 we increased the benefit from $5,000 to $15,000 annually.

We also prioritize on-going education and training for all employees across our organization as follows:

◦

Engineering Development Program: Given the increasing challenges within the real estate industry of attracting qualified engineers throughout the country, we made it a strategic focus to develop the next generation of qualified building engineers. Over the last year, we launched a program to standardize the recruitment and development of engineering candidates to prepare them for open positions and to plan for future engineering needs. We recruited from various trade schools and job fairs to identify candidates for the two-year program. The Board believes that Directorscurriculum includes specific training in electrical, HVAC, or plumbing trades and covers a range of essential engineering staff development topics.



◦

Industry Associations & Credentials: In order to further their professional development, many of our employees seek out credentials and association memberships, with any membership costs reimbursed by us. Examples of credentials and association memberships include: Building Owners and Managers Association Membership and Event Participation, Certified Property Manager, Certified Public Accountant and National Association of Industrial and Office Properties.

In 2020, we were recognized by The Boston Globe as a "Top Place to Work", by Fortune magazine as one or more of the following professional skills or experiences can assist in meeting this goal:

The Nominating and Governance Committee and"100 Fastest Growing Companies", by the Board consider the qualifications, characteristics and skills of Directors and Director candidates individually and in the broader contextEnvironmental Protection Agency (EPA) as an "ENERGY STAR Partner of the Board's overall composition when evaluating potential nomineesYear", by Boston Business Journal as the "Fastest Growing Middle Market Company in Massachusetts," and we ranked 9th on Commercial Property Executive's Top Commercial Property Management Companies. Last year, we also received the Real Estate Management Excellence Award for election as Director.

Employee & Leadership Development from the Institute of Real Estate Management.

THE RMR GROUP INC.     20202021 Proxy Statement    3

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Governance.

•

Board and Management Diversity.As discussed above, we are an equal opportunity employer that believes that workforce excellence starts at the highest levels of our organization and extends to every employee within our organization. Members of our and our client companies' leadership teams are comprised of individuals who exhibit ethics and integrity, have business acumen, sound judgment and a strong record of achievements. All of our Board and its committees include members of diverse backgrounds, perspectives and experiences, including professional experience, gender, ethnicity, nationality and skills.



•

Inclusive Work Culture.We seek to attract and retain top talent through an inclusive work culture with leadership programs and initiatives like the RMR Leans In program, Managing With Impact and other internal investments in broad-based training development. We also created the RMR Leadership Development Program (LDP), which over the last four years has focused on recruiting and developing diverse high-potential individuals as the next generation of leaders through in-depth education and rotational placements within our organization.



•

ESG Program.Our ESG program is managed within the functional groups that perform environmental, social and governance activities. These functional groups, including Investor Relations, Engineering and Human Resources, report to members of the Executive Committee. Our independent board members and those of our client companies review our ESG program performance and provide feedback that helps shape existing and new initiatives. We have a broad range of corporate governance and sustainability policies, guidelines and procedures designed to encourage consideration of ESG criteria in the broader context of investment and property management and to ensure compliance with applicable laws.

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

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

TheOur Board oversees risk as part of its general oversight of theour 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. TheOur day to day business of the Company is conducted by our management, and our management isand our Director of Internal Audit are responsible for incorporating risk management in itstheir activities. The Company'sOur Director of Internal Audit reports to theour Audit Committee and provides the Companyus with advice and assistance with the Company'sour risk management function.

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

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reports on market and industry conditions;



•

operating and regulatory compliance reports;



•

financial reports;



•

reports on risk management activities;and ESG activities and initiatives;



•

regulatory and legislative updates that may impact the Company;us;



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reports on the security of the Company'sour information technology processes and the Company'sour data; and



•

legal proceedings updates and reports on other business related matters.

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TheOur Board and Board committees discuss these matters among themselves and with our management, of the Company, theour Director of Internal Audit, legal counsel, the Company'sour independent auditors and other professionals, as appropriate.

TheOur Audit Committee takes a leading role in helping theour Board fulfill its responsibilities for oversight of the Company'sour financial reporting, internal audit function, risk management, including cybersecurity, and the Company'sour compliance with legal and regulatory requirements. TheOur Board and Audit Committee review periodic reports from the Company'sour independent auditors regarding potential risks, including risks related to the Company'sour internal control over financial reporting. TheOur Audit Committee also reviews, approves and oversees an internal audit plan developed by the Company'sour Director of Internal Audit with the goal of helping the Companyus systematically evaluate the effectiveness of itsour 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. TheOur Audit Committee meets at least quarterly and reports its findings to theour Board. TheOur Audit Committee also meets periodically with the Company'sour Director of Internal Audit to review the results of the Company'sour internal audits, and directs or recommends to theour Board actions or changes it determines appropriate to enhance or improve the effectiveness of the Company'sour risk management. The

Our Audit Committee considers risks related to cybersecurity and receives regular reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments.

Our Compensation Committee whose duties are detailed in its charter, among other duties, reviews the goals and objectives of our executive compensation program; reviews and approves annually the compensation paid by us to each of our executive officers; reviews and considers the incentives and risks associated with our compensation policies and practices; and evaluates the performance of the Company'sour Director of Internal Audit. Also, theour Compensation Committee and theour Board consider that the Company haswe have a share award program that requires share awards to executive officers to vest over a period of years. The Company believesWe believe that

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the use of share awards vesting over time rather than stock options mitigates the incentives for the Company'sour management to undertake undue risks and encourages our management to make longer term and appropriately risk balanced decisions.

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

To learn more about the risks facing the Company,we face, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward Looking Statements" in our Annual Report to Shareholders for the fiscal year ended September 30, 2019 ("Annual2020 (the "Annual Report"). The risks described in the Annual Report are not the only risks facing the Company.we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company'sour business, financial condition or results of operations in future periods.

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



•

theour 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, theour Board has adopted written Governance Guidelines as described below.

TheOur Board is comprised of fivesix Directors, including threefour Independent Directors and two Managing Directors. 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, 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 theour Company or any of itsour subsidiaries, are not involved in the Company'sour or itsour subsidiaries' day to day activities and are persons

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

TheOur Board affirmatively determines whether Directors have a direct or indirect material relationship with the Company,us, including the Company'sour subsidiaries, other than serving as the Company'sour Directors or directors of the Company'sour subsidiaries. In making independence determinations, theour 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, theus, our 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, theour Board has determined that Ann Logan, Rosen Plevneliev, Jonathan Veitch 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, theour Board reviewed and discussed additional information provided by the Directorsus and the CompanyDirectors with regard to each of the Directors' relationships with the Companyus and itsour affiliates and those companies to which the Companywe or itsour affiliates provide management or advisory services. Theservices, as applicable. Our Board has concluded that none of these threefour 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 of our Company or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

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Pursuant to the Company'sour 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'sour officers, with the Company'sour Director of Internal Audit and with the Company'sour independent auditors. The presiding Director for purposes of leading Independent Director sessions will be the Chair of theour Audit Committee, unless the Independent Directors determine otherwise.

All Directors play an active role in overseeing the Company'sour business both at theour Board and committee levels. As set forth in the Company'sour Governance Guidelines, the core responsibility of our Directors is to exercise sound, informed and independent business judgment in overseeing theour Company and itsour 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.officials and in academia. 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'sour officers and advisers. TheOur Board is small, which facilitates informal discussions and communication from our management to theour Board and among Directors. We do not have a ChairmanChair 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 theour 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'sour management and theour 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 or a member of management who is most knowledgeable on a subject.

ThreeFour of our Directors are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of theour Audit Committee, Nominating and the Equity Plan Committee, which is a subcommittee of our CompensationGovernance 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 theour Company or any of itsour subsidiaries or involved in our day to day activities or in the day to day activities of the Company, any of itsour 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

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

The Company hasWe have 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.

TheOur Board has an Audit Committee, Compensation Committee (including an Equity Plan Committee) and Nominating and Governance Committee. TheOur Audit Committee, Compensation Committee and Nominating and Governance Committee each 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 independence 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 also comprised entirely of Independent Directors. Our Equity Plan Committee currently operates under the charter

THE RMR GROUP INC.   2021 Proxy Statement    7

Table 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.Contents

We are a "controlled company" under the rules of the Nasdaq because Adam Portnoy holds more than 50% of our voting power; therefore,power. Although that would allow our Compensation Committee and Nominating and Governance Committee may, and do,to include Independent Directors and Managing Directors, both committees are comprised solely of Independent Directors.

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

Our Insider Trading Policies and Procedures expressly prohibit members of our Board and our officers from engaging in hedging transactions involving our securities and those of any public company to which RMR LLC or its affiliates provide management services.

TheOur Nominating and Governance Committee is responsible for identifying and evaluating nominees for Director and for recommending to theour Board nominees for election at each annual meeting of shareholders. TheOur Nominating and Governance Committee may consider candidates suggested by the Company'sour Directors, officers or shareholders or by others. 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 theour 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. Any such recommendation shallshould include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. TheOur 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 theour Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

THE RMR GROUP INC.   2020 Proxy Statement    7

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TheOur 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:

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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.



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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.



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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.



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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 20212022 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), shareholder nominations and proposals intended to be made at the 20212022 annual meeting of shareholders must be received by the Companyus not later than December 2, 2020;November 30, 2021; provided, that, if the date of the 20212022 annual meeting of shareholders is more than 30 days earlier or later than March 11, 2021,2022, then a shareholder's notice must be so delivered a reasonable time before the Company sends itswe send our proxy materials for the 20212022 annual meeting of shareholders to itsour shareholders.

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Deadline to Submit Proposals for the 20212022 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'sour principal

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executive officesoffice on or before September 18, 202016, 2021 in order to be eligible to be included in the proxy statement for the 20212022 annual meeting of shareholders; provided, that, if the date of the 20212022 annual meeting of shareholders is more than 30 days before or after March 11, 2021,2022, such a proposal must be submitted within a reasonable time before the Company beginswe begin to print itsour proxy materials. Under Rule 14a-8, the Company iswe are not required to include shareholder proposals in itsour proxy materials in certain circumstances or if conditions specified in the rule are not met.

THE RMR GROUP INC.     20202021 Proxy Statement    9

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PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of theour Nominating and Governance Committee, theour Board has nominated Jennifer B. Clark and Adam D. Portnoy for election as Managing Directors and Ann Logan, Rosen Plevneliev, Jonathan Veitch and Walter C. Watkins, Jr. for election as Independent Directors. Each Director nominee currently serves on theour Board. If elected, each nominee would serve until the Company's 2021our 2022 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 theour Board.

AssumingDirector Criteria, Qualifications, Experience and Tenure

Our Board performs an assessment of the skills and the experience needed to properly oversee the interests of the Company. Generally, our Board reviews both the short- and long-term strategies of the Company to determine what current and future skills and experience are required of our Board in exercising its oversight function and in the context of our strategic priorities. Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Directors and Director candidates individually and in the broader context of our Board's overall composition when evaluating potential nominees for election as Director.

Our Board believes that its members should:

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

A plurality of all the votes cast is required to elect a Director at the 2020our 2021 Annual Meeting.

The names, principal occupations and certain other information and the nominees for Directors, as well as a summary of the key experiences, qualifications, attributes and skills that led theour Nominating and Governance Committee and theour Board to conclude that such persons are currently qualified to serve as Directors, are set forth on the following pages.

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

10    THE RMR GROUP INC.     20202021 Proxy Statement11

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Jennifer B. Clark ​

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Managing Director since 2018 Term: Term expiring at the 2020 Annual Meeting Age: 58 Board Committees: None Independent Director since 2015 Other RMR Managed Public Company Boards: Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust, since 2018); RMR Real Estate Income Fund (since 2019)(1) Other Non-RMR Managed Public Company Boards: None

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Jennifer B. Clark Age: 59 Managing Director since 2018 Term: Term expiring at our 2021 Annual Meeting

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Other RMR Managed Public Company Boards(1): • Diversified Healthcare Trust (since 2018) • Five Star Senior Living Inc. (since 2020) 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 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 Diversified Healthcare Trust, (formerly known as Senior Housing Properties 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), Tremont Mortgage Trust, Five Star Senior Living Inc. and TravelCenters of America Inc. Ms. Clark also serves as an officer of ABP Trust, director and secretary of Sonesta International HotelsHoldco Corporation, director, executive vice president, general counsel and secretary of Tremont Realty Advisors LLC and secretary andof RMR Mortgage Trust. Ms. Clark also served as a trustee of RMR Mortgage Trust from 2019 to January 2021, chief legal officer of RMR Real Estate Income Fund. Ms. Clark has also served asMortgage Trust from 2002 to January 2021 and secretary of RMR Office Property Fund LP sincefrom 2018 until its dissolution in July 2020. Until RMR Advisors LLC's merger with and into Tremont Realty Advisors LLC on January 6, 2021, with Tremont Realty Advisors LLC as the surviving entity, Ms. Clark served as a director of RMR Advisors LLC ("RMR Advisors") sincefrom 2016 and as its president and chief executive officer sincefrom 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. Prior to joining RMR LLC, Ms. Clark was a partner at the law firm of Sullivan & Worcester LLP.

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Specific Qualifications, Attributes, Skills and Experience: • professionalProfessional skills and experience in legal, corporate governance and real estate matters; • leadershipLeadership position with RMR LLC and demonstrated management ability; • extensiveExtensive experience in, and knowledge of, the commercial real estate industry and REITs; • institutionalInstitutional knowledge earned through prior service as an officer of theour Company and in leadership positions with RMR LLC; • identifiesIdentifies as female; and • qualifyingQualifying as a Managing Director in accordance with the requirements of our Bylaws.

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Ann Logan

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Independent Director since 2015 Term: Term expiring at the 2020 Annual Meeting Age: 65 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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(1)

RMR LLC or its subsidiaries currently provide 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 Mortgage Trust (Nasdaq: RMRM). For these companies with no employees, RMR LLC or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable business management agreements with those companies. 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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12    THE RMR GROUP INC.   2021 Proxy Statement

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Ann Logan Age: 66 Independent Director since 2015 Term: Term expiring at our 2021 Annual Meeting

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Board Committees: • Audit (Chair) • Compensation • Nominating and Governance

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Other RMR Managed Public Company Boards(1): None 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.

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Specific Qualifications, Attributes, Skills and Experience: • experienceExperience in the real estate mortgage and credit industries; • valuableValuable perspective on the broader real estate industry; • professionalProfessional skills, training and expertise in finance and risk management matters; • demonstratedDemonstrated management ability; • serviceService on boards and board committees and experience as a senior executive of a public company; • identifiesIdentifies as female; and • qualifyingQualifying 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.   2020 Proxy Statement    11

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Rosen Plevneliev

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Rosen Plevneliev Age: 56 Independent Director since 2017 Term: Term expiring at our 2021 Annual Meeting

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Board Committees: • Audit • Compensation • Nominating and Governance (Chair)

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Other RMR Managed Public Company Boards(1): None Other Non-RMR Managed Public Company Boards: None

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Independent Director since 2017 Term: Term expiring at the 2020 Annual Meeting Age: 55 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.

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Specific Qualifications, Attributes, Skills and Experience: • executiveExecutive experience and demonstrated leadership ability as a former head of state; • experienceExperience heading large scale real estate construction and development projects in both the public and private sectors; • experienceExperience as a senior executive of a construction management company; • Bulgarian national; and • qualifyingIdentifies as male; and • Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.

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Adam D. Portnoy

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Managing Director since 2015 Term: Term expiring at the 2020 Annual Meeting Age: 49 Board Committees: None Other RMR Managed Public Company Boards: Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust, since 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 Inc. (since 2018)(1) Other Non-RMR Managed Public Company Boards: None

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THE RMR GROUP INC.   2021 Proxy Statement    13

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Adam D. Portnoy Age: 50 Managing Director since 2015 Term: Term expiring at our 2021 Annual Meeting

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Other RMR Managed Public Company Boards(1): • Diversified Healthcare Trust (since 2007) • Service Properties Trust (since 2007) • Office Properties Income Trust (since 2009) • RMR Mortgage Trust, including its predecessor funds (formerly known as RMR Real Estate Income Fund, since 2009) • Tremont Mortgage Trust (since 2017) • Industrial Logistics Properties Trust (since 2017) • Five Star Senior Living Inc. (since 2018) • TravelCenters of America Inc. (since 2018) 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 the 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 theour 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),Diversified Healthcare Trust, Industrial Logistics Properties Trust, Office Properties Income Trust, Service Properties Trust, Five Star Senior Living Inc. and TravelCenters of America Inc. Until RMR Advisors LLC's merger with and into Tremont Realty Advisors LLC on January 6, 2021, with Tremont Realty Advisors LLC as the surviving entity, Mr. Portnoy has beenwas a director of RMR Advisors sinceLLC from 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 controlling shareholder and an officer of ABP Trust, our controlling shareholder. Mr. Portnoy is a director and the controlling shareholder of the Company. Mr. Portnoy is the majority owner and has been a director of Sonesta International Hotels Corporation since 2012.Holdco Corporation. Mr. Portnoy served as president and chief executive officer of RMR Real Estate Income FundMortgage Trust 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. 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 Massachusetts, as chair of the Commonwealthboard of Massachusetts and ondirectors of the Board of Directors of Pioneer Institute and as a member of AJC New England's Leadership Board, 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.

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Specific Qualifications, Attributes, Skills and Experience: • extensiveExtensive experience in, and knowledge of, the asset management and commercial real estate industries and REITs; • keyKey leadership position with the Companyus and itsour subsidiaries and demonstrated management ability; • publicPublic company director service; • experienceExperience in investment banking and private equity; • institutionalInstitutional knowledge earned through prior service on the boards of trustees and directors of our client companies and familiarity with our client companies' businesses; and • qualifyingIdentifies as male; and • Qualifying as a Managing Director in accordance with the requirements of our Bylaws.

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12    THE RMR GROUP INC.   2020 Proxy Statement

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Walter C. Watkins, Jr.

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14    THE RMR GROUP INC.   2021 Proxy Statement

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Jonathan Veitch Age: 61 Independent Director since 2020 Term: Term expiring at our 2021 Annual Meeting

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Board Committees: • Audit • Compensation • Nominating and Governance

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Other RMR Managed Public Company Boards(1): None Other Non-RMR Managed Public Company Boards: None

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Mr. Veitch served as President of Occidental College ("Occidental"), a nationally-recognized private liberal arts college, and as a member of the board of trustees of Occidental and a member of the audit committee of the board, from 2009 to June 2020. Prior to becoming President of Occidental, Mr. Veitch held various leadership and management positions with The New School since 1996. Mr. Veitch has received numerous grants and awards in academia, and he has authored numerous publications and articles. Mr. Veitch holds a doctorate in American History from Harvard University.

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Specific Qualifications, Attributes, Skills and Experience: • Professional skills and experience in governance matters; • Management experience and demonstrated leadership ability; • Identifies as male; and • Qualifying as an Independent Director since 2015in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. Term: Term expiring at the 2020 Annual Meeting Age: 73 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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Walter C. Watkins, Jr. Age: 74 Independent Director since 2015 Term: Term expiring at our 2021 Annual Meeting

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Board Committees: • Audit • Compensation (Chair) • Nominating and Governance

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Other RMR Managed Public Company Boards(1): None 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.Union and a director of the Omega Historic Preservation Foundation. 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.

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Specific Qualifications, Attributes, Skills and Experience: • demonstratedDemonstrated business leadership as a successful entrepreneur; • workWork on community boards and committees; • experienceExperience as a senior executive officer of a large banking business; • financialFinancial background; • African American; and • qualifyingIdentifies as male; 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.

THE RMR GROUP INC.   2020 Proxy Statement    13