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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 SecuritiestheSecurities
Exchange Act of 1934 (Amendment No.     )

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Industrial Logistics Properties Trust

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Notice of 20202021 Annual Meeting
of Shareholders and Proxy Statement

Thursday, May 28, 2020Wednesday, June 2, 2021 at 9:30 a.m., Eastern time

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

Live Webcast Accessible at
https://www.viewproxy.com/IndustrialLogisticsPropertiesTrust/2021/

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LETTER TO OUR SHAREHOLDERS FROM OUR
YOUR BOARD OF TRUSTEES

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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 Thursday, May 28, 2020.Wednesday, June 2, 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'your receipt of these important materials while loweringreducing the cost and reducing the environmental impact of our annual meeting.

Please be assuredDespite the COVID-19 pandemic, we successfully advanced our business strategies, making steady progress on our key priorities to reduce leverage, expand the portfolio and create value for our shareholders and other stakeholders. In 2020, we entered into new and renewal leases for approximately 1.1 million square feet, resulting in weighted average rental rates that were 14.7% higher than prior rental rates with a weighted average lease term of 11.4 years. Our portfolio occupancy remained stable at 98.5%, demonstrating the strong demand for our high quality industrial and logistics properties. We closed on our first joint venture, which has reduced our leverage and demonstrated the value of our mainland portfolio. We also added strategic properties to our portfolio.

We believe that our Board takes seriously our role inliquidity and financial resources position us well to weather and take advantage of market disruptions resulting from the oversightCOVID-19 pandemic. As of our Company's long term business strategy, which is the best path to long term value creation for you, our shareholders. In 2019, some highlights of the implementation of our long term business strategy were:December 31, 2020, we had:

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obtaining 4.31% mortgage financing for a select portfolio$529.0 million of availability under our Hawaii properties with a $500revolving credit facility and $22.8 million book value at a $1.4 billion appraisal value, unlocking hidden value and providing us with low cost fixed capital to fund acquisitions;of cash on hand;



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making strategic acquisitionsno outstanding debt scheduled to enhancemature until the maturity of our mainland portfolio's stable cash flows from long term leases with strongrevolving credit quality tenants; andfacility in December 2021, which maturity is subject to two six month extensions at our option;



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enhancing72.2% of our credit profile by refinancing $350 millionannualized rental revenues, as of floating rate debt with low fixed rate debt.December 31, 2020, derived from investment grade rated tenants, subsidiaries of investment grade rated parent entities or Hawaii land leases; and



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only 1.4% of our annualized rental revenues, as of December 31, 2020, scheduled to expire in 2021.

We also continue to make significant progress on our previously announced multiyear process of examining our fundamental governance policies. Shareholder engagement and feedback have been critical components of this re-examination. Last year we adopted a proxy access bylaw and amended our Declaration of Trust to provide for a plurality vote standard in contested elections of our Trustees. This year, we are proposing that shareholders vote to amend our Declaration of Trust to provide for annual Trustee elections. We have expanded our Board to include two new Independent Trustees who bring significant industry experience and result in our Board being comprised of more than 70% Independent Trustees, two women and one African American. We discuss our continuing plans and progress in more detail in the accompanying Proxy Statement.

Since we began writing this letter to you, 2019 has been overshadowed by the COVID-19 pandemic and market tumult. With events and circumstances in constant flux, any commentary we give here may be outdated by the time you have the opportunity to read this letter. Instead, we simply want to assure you that we are vigilantly monitoringmonitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for stability and recovery when this crisis passes. As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website atwww.ilptreit.com.long term growth.

We thank you for your investment in Industrial Logistics Properties Trustour Company and for the confidence you put in this Board to oversee your interests in our business.

April 13, 2020March 29, 2021

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NOTICE OF 20202021 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST

	​	Agenda: • Elect the Trustee nomineesnominee identified in the accompanying Proxy Statement to the Company'sour Board of Trustees; • Approve an amendment to our Declaration of Trust to provide for the annual election of all Trustees; • Advisory vote to approve executive compensation; • Advisory vote on the frequency of future advisory votes to approve executive compensation; • Ratify the appointment of ErnstDeloitte & YoungTouche LLP as our independent auditors to serve for the 20202021 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:Date: You can vote if you were a shareholder of record as of the close of business on March 16, 2020.24, 2021. If you are attendingAttending Our 2021 Annual Meeting: Due to the meeting, youpublic health impact of the COVID-19 pandemic and to protect the health and well-being of our shareholders and other stakeholders, our 2021 Annual Meeting will be asked to present photo identification for admission.a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. • Record owners:Owners:  If you are a shareholder as of the record date who holds shares directly, you need not present any documentation to attendmay participate in our 20202021 Annual Meeting other than photo identification.via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/IndustrialLogisticsPropertiesTrust/2021/. Please have the control number located on your proxy card or voting information form available. • Beneficial owners: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 2021 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at our 2021 Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of our 2021 Annual Meeting to ensure that all documentation and verifications are in order.

* As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that our 2020 Annual Meeting may be held virtually solely by means of remote communication or live webcast. If we take this step, we will announce the decision to do so in advance, and will provide details on how to participate in a press release and on our website atwww.ilptreit.com.

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PROXY STATEMENT

OurThe Board of Trustees (our "Board") of Industrial Logistics Properties Trust (the "Company," "we," "us" or "our") is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 20202021 annual meeting of shareholders. OurDue to the public health impact of the COVID-19 pandemic and to protect the health and well-being of our shareholders and other stakeholders, our annual meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458virtually via live webcast on Thursday, May 28, 2020,Wednesday, June 2, 2021, at 9:30 a.m., Eastern time, subject to any adjournments or postponements thereof (the "2020"2021 Annual Meeting").* We are first making these proxy materials available to shareholders on or about April 13, 2020.March 29, 2021.

Only owners of record of our common shares of beneficial interest of the Company ("Common Shares") as of the close of business on March 16, 2020,24, 2021, the record date for our 20202021 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date. Our Common Shares are listed on The Nasdaq Stock Market LLC ("Nasdaq"). On March 16, 2020,24, 2021, there were approximately 65,185,67765,301,088 Common Shares issued and outstanding.

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

* As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that our 2020 Annual Meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website atwww.ilptreit.com.

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PLEASE VOTE

Please vote to play a part in our Company's future. The Nasdaq Stock Market LLC (the "Nasdaq") rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

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 May 27, 2020June 1, 2021 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 May 27, 2020June 1, 2021 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.

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

PLEASE VISIT:www.proxyvote.com

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

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

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PROXY SUMMARY

This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on March 24, 2021, the record date for our 2021 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 43)

You can vote by any of the following methods:

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By Telephone or Internet.All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.



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By Written Proxy.All shareholders of record also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.



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Electronically at our 2021 Annual Meeting.All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2021 Annual Meeting if they have a legal proxy.

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We pride ourselves on continuing to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to our shareholders and stakeholders to conduct our business in an environmentally and socially responsible manner.

VOTING (Pages 1, 15, 27 and 39)

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 15)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Joseph L. Morea as an Independent Trustee. Presented below is the expected composition of our Board immediately following our 2021 Annual Meeting, assuming the election of Joseph L. Morea as a Trustee.

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 27)

COMPENSATION DISCUSSION AND ANALYSIS (Page 28)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC ("RMR LLC"). Our business management agreement with RMR LLC is designed to incentivize RMR LLC to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 39)

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Last year, ourOur Board announced that, inis committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with and feedback from our shareholders, our Board was embarking on a review of the Company'scontinues to proactively evaluate our corporate governance principles. Our Board expects that corporate governance reform will be a multi-year process and, as it weighs various alternatives, our Board is prioritizing its consideration based on a review of best practices and input from our shareholders. Based on these principles, last year our Board:

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amended our Bylaws to add a proxy access bylaw;



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amended our Declaration of Trust to provide for a plurality vote standard in contested elections;



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retained Korn Ferry, a leading executive search and consulting firm, to help identify and evaluate candidates to expand and refresh our Board; and



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reviewed and updated our governance guidelines to further develop the duties and responsibilities of the Lead Independent Trustee and to establish clear duties and responsibilities for the Chair of our Board.

Our Board is continuing to evaluate the Company's corporate governance principles and has established the following priorities and taken the following steps:

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expandingexpanded our Board by adding two new Board members with deep industry experience which also hasand increased the effectpercentage of causing our Board to be comprised of more than 70% Independent Trustees, two women and one African American;independent Board members to 71.4%;



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conducting a shareholder outreach to all of our shareholders who hold 1% or more of our common shares, which resulted in meaningful engagements with more than 44.3% of our shareholders;



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asking shareholders in this Proxy Statement to approve an amendment toamended our Declaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 annual meeting of shareholders, a measure which was supported by more than 85% of our shareholders; and



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enhancingconducted a shareholder outreach to all of our shareholders who hold 1% or more of our common shares;



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retained Korn Ferry, a leading executive search and consulting firm, to identify and vet candidates to expand and refresh our Board; and



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enhanced our compensation and sustainability disclosure and reporting in response to shareholder feedback.

This year, our Board continued to engage with Korn Ferry regarding board refreshment and expansion and conducted another shareholder outreach to all of our shareholders who hold 1% or more of our common shares.

As our Board continues on the path to enhanced governance practices, we appreciate your support of our Board and these initiatives.

We are currently governed by a sevensix member Board of Trustees, including four Independent Trustees and two Managing Trustees, and our Board is currently divided into three classes. In 2020, Laura A. Wilkin resigned as an Independent Trustee, effective as of September 7, 2020, to accept an executive position at one of our major tenants whose policies did not permit her to continue to serve as a member of our Board. As a result of Ms. Wilkin's resignation, our Board reduced its size from seven to six Trustees.

In 2020, with the support of more than 85% of our shareholders, our Board amended our Declaration of Trust to declassify our Board. Beginning with our 2021 Annual Meeting, the Trustees whose terms expire at an annual meeting will stand for election at the meeting for one-year terms and all Trustees will stand for election at the 2023 annual meeting of shareholders and, thereafter, for one-year terms.

Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long term interests of shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board has recently added two Independent Trustees, Kevin C. Phelancontinues to actively evaluate its composition. Our Board's expansion and Laura A. Wilkin, to expand and refresh its composition for several reasons, including to increaserefreshment activities have increased the ratio of Independent Trustees to Managing Trustees, createcreated more skill mix and diversity

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diversity and ensureensured a smooth transition if and when a Trustee decides toas Trustees retire or otherwise leavesfrom our Board. Our Board believes that continuity is important to the effective conduct of our businessNominating and expects a continued refreshment process will take place over several years. To facilitate these efforts, in 2019Governance Committee and our Board retainedhave an ongoing engagement with Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;



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



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



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assisting in attracting and vetting candidates.

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Bylaws provide that the size of our Board shall initially be five members until increased or decreased by our Board. Our Board's recent increase in size reflects our Board's current view of its optimal size. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board's criteria. They also provide research and pertinent information regarding candidates, as requested.

We follow the Investor Stewardship Group's ("ISG") Corporate Governance Framework for U.S. Listed Companies, as summarized below:

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Overview. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the communities in which we are located. We seek to operate our properties in ways that improve the economic performance of their operations, while simultaneously ensuring tenant comfort and safety, managing energy and water consumption, as well as greenhouse gas emissions.

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Our environmental, sustainabilitysocial and community engagement strategiesgovernance initiatives are primarily implemented by our manager, RMR LLC, and focus on a complementary set of objectives, including the following:

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Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. During the acquisition of properties, RMR LLC assesses, among other things, environmental sustainability opportunities and climate related risks as part of the due diligence process. We also seek to invest capital in our properties that both improves environmental performance and enhances asset value.



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Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties' competitive position. Although our properties are net leased and, therefore, our tenants oversee most of the property maintenance and improvements over the lease term, RMR LLC's asset management group proactively leverages opportunities to make our properties more environmentally friendly and efficient.



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Investments in Human Capital: We rely on our manager, RMR LLC, to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment. RMR LLC employs approximately 600 real estate professionals across the United States.

In 2020, RMR LLC was recognized by The Boston Globe as a "Top Place to Work", by Fortune magazine as one of the "100 Fastest Growing Companies", by the EPA as an "ENERGY STAR Partner of the Year", by the Boston Business Journal as the "Fastest Growing Middle Market Company in Massachusetts," and it ranked 9th on Commercial Property Executive's Top Commercial Property Management Companies. Last year, RMR LLC also received the Real Estate Management Excellence Award for Employee & Leadership Development from the Institute of Real Estate Management.

RMR LLC's recruiting programs, on-boarding, retention programs and its development and training programs currently include the following:

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



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LiveWell Employee Wellness Program: RMR LLC's LiveWell program provides resources and incentives to enhance employees' physical, emotional and financial wellness.



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Managing with Impact: RMR LLC utilizes 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 delegate, solve problems and give meaningful performance feedback.



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Tuition Reimbursement Program: RMR LLC offers up to $20,000 in annual tuition assistance for work-related education from accredited colleges and universities in order to deepen employees' skillsets and support personal enrichment.



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Engineering Development Program: Given the increasing challenges within the real estate industry of attracting qualified engineers, RMR LLC made it a strategic focus to develop the next generation of qualified building engineers. Over the last year, it 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. RMR LLC recruited from various trade schools and job fairs to identify candidates for the two-year program. The curriculum includes specific training in electrical, HVAC, or plumbing trades and covers a range of essential engineering staff development topics.

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Industry Associations & Credentials: In order to further their professional development, many of RMR LLC's employees seek out credentials and association memberships, with any membership costs reimbursed by RMR LLC. 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.



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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties. We have no employees but ourOur manager, 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 charitable giving matching program. RMR LLC also continuously invests in its workforce and in 2019 it received the Real Estate Management Excellence (REME) Award for Employee & Leadership Development from the Institute of Real Estate Management (IREM).



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Diversity & Inclusion: We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of 29%16.7% women and 14% African American, and we were ranked by the 2020 Women on Boards organization as a "Winning" company, the best ranking given by the organization.16.7% members of underrepresented communities. RMR LLC is an equal opportunity employer.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. RMR LLC is committed to racial equality and fostering a culture of diversity and inclusion. As of September 30, 2020, 34% and 27% of RMR LLC's employees were female and members of underrepresented communities, respectively.

Our manager, RMR LLC earned recognitionhas made diversity and inclusion an important part of its hiring, retention and development programs. In 2020, RMR LLC has enhanced its hiring policies to support increasing diversity within its workforce. For every open position not filled by internal candidates, hiring managers are required to have at least one qualified woman or member of underrepresented community candidate in 2019 and 2020 asthe final round interviews before an ENERGY STAR® Partneroffer is extended to fill the position. An RMR LLC manager who is a woman and/or member of an underrepresented community is required to be part of the Year in the Servicefinal round interview team. In addition, RMR LLC works with strategic industry partners like Commercial Real Estate Women (CREW) and Product Provider category.The Partnership Inc. for posting new positions and supporting multicultural professionals.

To learn more about ourRMR LLC's and RMR LLC'sour sustainability initiatives, visitwww.rmrgroup.com/corporate-sustainability.

Oversight of Strategy

Oversight of Risk

Succession Planning

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Our Board oversees and monitors strategic planning.

Our Board oversees risk management.

Our Board oversees succession planning and talent development for senior executive positions.

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

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

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

Company management is charged with executing business strategy and provides regular performance updates to our Board.

Company management is charged with managing risk, through robust internal processes and effective internal controls.

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

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

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR LLC, and RMR LLC and our officers and Director of Internal Audit are responsible for incorporating risk management in their activities. Our Director of Internal Audit reports to our Audit Committee and provides us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees review regularly a wide range of reports provided by RMR LLC and other service providers, provide, including:

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reports on market and industry conditions;



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reports on the impact of the COVID-19 pandemic on our business;



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operating and regulatory compliance reports;



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financial reports;



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reports on risk management activities;and our Environmental, Social and Governance activities and initiatives;



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regulatory and legislative updates that may impact us;



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



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legal proceedings updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with representatives of RMR LLC, our officers, our Director of Internal Audit, legal counsel, our independent auditors and other professionals, as appropriate.

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

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 our Company, us,

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including updates on the internal and external cybersecurity landscape and relevant technical developments.

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Our Compensation Committee whose duties are detailed in its charter, among other duties, evaluates the performance of our Director of Internal Audit and RMR LLC's performance under our business and property management agreements, including any perceived risks created by compensation arrangements. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make longerlong term and appropriately risk balanced decisions.

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

To learn more about the risks we face, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward-Looking Statements" in our Annual Report to Shareholders for the fiscal year ended December 31, 20192020 (the "Annual Report"). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR LLC, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the Securities and Exchange Commission (the "SEC").

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee's relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee's standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Bruce M. Gans, Lisa Harris Jones, Joseph L. Morea and Kevin C. Phelan and Laura A. Wilkin currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees' relationships with us, RMR LLC or The RMR Group Inc. ("RMR Inc."), the managing member of RMR LLC, and the other companies to which RMR LLC or its subsidiaries provide management services. Our Board has concluded that none of these fivefour Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

10     2021 Proxy Statement

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

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In accordance with our governing documents, our Board is comprised of seven Trustees, including five Independent Trustees and two Managing Trustees, and our Board is currently divided into three classes, with each Trustee of each class elected at an annual meeting of shareholders serving for a term that continues until the third annual meeting of shareholders following his or her election and until his or her successor is elected and qualifies; however, our Board has approved an amendment to our Declaration of Trust to require the annual election of all Trustees beginning with the 2023 annual meeting of shareholders. If this amendment is approved by our shareholders at our 2020 Annual Meeting, beginning with the 2021 annual meeting of shareholders, the Trustees whose terms expire at an annual meeting will stand for election at the meeting for one-year terms and all Trustees will stand for election at the 2023 annual meeting of shareholders, and thereafter, for one-year terms. For more information on this amendment, see "Proposal 2: Approval of an Amendment to the Declaration of Trust to Provide for the Annual Election of All Trustees" on page 26.

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

On June 3, 2019, Adam D. Portnoy was appointedserves as Chair of our Board. Our Board believes that Mr. Portnoy's leadership of RMR LLC and extensive familiarity with our day to day business provide valuable insight for our Board.

FiveFour of our Trustees, including one of our Trustee nomineesnominee for election at our 20202021 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation 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 Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR LLC or its parent or who have been involved in our day to day activities for at least one year prior to his, her or their election as Trustees.

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

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



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



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



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