| ☑ | | | 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 | | |
| | Payment of Filing Fee (Check the appropriate box): | | | ||||
| | ☑ | | | | No fee required. | | |
| | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
| | | | Bruce M. Gans, M.D. | | | Kevin C. Phelan | |
| | | | Lisa Harris Jones | | | Adam D. Portnoy | |
| | | | Matthew P. Jordan | | | June S. Youngs | |
| | | | Joseph L. Morea | | | | |
| Location: Live Webcast Accessible at https:// Date: Thursday, Time: | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. | |
| | | | Record Date: You can vote if you were a shareholder of record as of the close of business on March | |
| | | | Attending Our • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you | |
| | | | Please see the accompanying Proxy Statement for additional information. | |
| | | | By Order of our Board of Trustees, Signature Secretary March | |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR | | |
| | The Notice of | | |
PROPOSAL | | | MORE INFORMATION | | | BOARD RECOMMENDATION | | | VOTES REQUIRED FOR APPROVAL | |
1 Election of Trustees | | | Page | | | | | Plurality of all votes cast | | |
2 Advisory vote to approve executive compensation* | | | Page | | | | | Majority of all votes cast | | |
3 Ratification of independent auditors* | | | Page | | | | | Majority of all votes cast | |
| via the internet | | | Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on May | |
| 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 | |
| by mail | | | Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL. | |
| | | | | 1 | |
PROPOSAL | | | BOARD RECOMMENDATION | | | VOTES REQUIRED FOR APPROVAL | | | | |
1 Election of Trustees | | | | | Plurality of all votes cast | | | |||
2 Advisory vote to approve executive compensation* | | | | | Majority of all votes cast | | | |||
3 Ratification of independent auditors* | | | | | Majority of all votes cast | | |
| 2 | | | | | |
NAME OF TRUSTEES | | | INDEPENDENT | | | COMMITTEE MEMBERSHIP | |
Bruce M. Gans, M.D. | | | | | Audit Compensation | | |
Lisa Harris Jones | | | | | Audit Nominating and Governance (Chair) | | |
Matthew P. Jordan | | | | | | None | |
Joseph L. Morea | | | | | Audit (Chair) | | |
Kevin C. Phelan | | | | | Compensation (Chair) Nominating and Governance | | |
Adam D. Portnoy | | | | | | None | |
June S. Youngs | | | | | Audit Compensation | |
| | | | | 3 | |
| 4 | | | | | |
ISG Principle | | | Our Practice | |
Principle 1: Boards are accountable to shareholders. | | | • • We adopted a proxy access bylaw. | |
Principle 2: Shareholders should be entitled to voting rights in proportion to their economic interest. | | | • We do not have a dual class structure; each shareholder gets one vote per share. | |
Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives. | | | • In • Our engagement topics included business strategies, governance reform priorities, sustainability and social strategy, Board composition, leadership and refreshment, succession planning and executive compensation program disclosure. | |
Principle 4: Boards should have a strong, independent leadership structure. | | | • We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders. • Our Board considers the appropriateness of its leadership structure at least annually. • | |
| | | | | 5 | |
ISG Principle | | | Our Practice | |
Principle 5: Boards should adopt structures and practices that enhance their effectiveness. | | | • 71% of Board members are independent. • Our Board includes members of underrepresented communities and is comprised of 29% women and 14% African • We have an active Board refreshment plan, including an ongoing engagement with an executive search and consulting firm to identify and evaluate candidates to expand and refresh our Board; • Our Trustees | |
Principle 6: Boards should develop management incentive structures that are aligned with the long term strategy of the company. | | | • Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies. • Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted our 2018 Equity Compensation Plan (the “Share Award Plan”) to reward our named executive officers and other employees of RMR who provide services to us and to align their interests with those of our shareholders. • RMR’s compensation is tied to our performance. | |
| 6 | | | | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | | | 7 | |
| 8 | | | | | 2024 Proxy Statement | |
| All RMR Employees(1) | | | RMR Managers and Above(1) | |
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|
| | | 2024 Proxy Statement | | | 9 | |
| 10 | | | | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | | | 11 | |
| 12 | | | | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | | | 13 | |
| | Risks | | | Opportunities | | |
| | • Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience. These climate stressors may also impact public infrastructure such as roadways and bridges, limiting access to our properties. • Energy or emissions performance standards require capital investments to meet standards and offset regulatory fees. • Labor working conditions for warehouse and logistics facilities bay be impacted by extreme or chronic heat. | | | • Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential. • On-site solar power generation can drive down utility expenses and provide clean energy and covered parking for tenants. Battery energy storage may further reduce operating expenses |
• Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities such as alternative fuels and electric vehicle (EV) charging stations may attract high-quality, investment-grade tenants. | | |
| | Code | | | Activity Metric | | | Value | | |
| | IF-RE-000.A | | | Number of assets | | | | | |
| | IF-RE-000.B | | | Leasable floor area (square | | | | | |
| | IF-RE-000.C | | | Percentage of indirectly managed assets | | | | | |
| | IF-RE-000.D | | | Average occupancy rate | | | | |
| 14 | | | | | 2024 Proxy Statement | |
| Oversight of Strategy | | | Oversight of Risk | | | Succession Planning | |
| | Our Board oversees and monitors strategic planning. Business strategy is a key focus of our Board and embedded in the work of Board committees. Company management is charged with executing our business strategy and provides regular performance updates to our Board. | | | | Our Board oversees risk management. Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function. Company management is charged with managing risk, through robust internal processes and effective internal controls. | | | | Our Board oversees succession planning and talent development for senior executive positions. Our Nominating and Governance Committee makes an annual report to our Board on succession planning. In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors. | | |
| | | 2024 Proxy Statement | | | 15 | |
| 16 | | | | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | | | 17 | |
| 18 | | | | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | | | 19 | |
| 20 | | | | | |
| DIVERSITY OF SKILLS AND EXPERIENCES | | |||
| Risk oversight/management expertise | | | Familiarity with the public capital markets | |
| Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry | | | Knowledge of the commercial real estate (“CRE”) industry and real estate investment trusts (“REITs”) | |
| Operating business and/or transactional experience | | | Familiarity with the industrial and logistics markets | |
| Management/leadership experience | | | Service on other public company boards and committees | |
| Knowledge of our historical business activities | | | Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing | |
| CORE QUALIFICATIONS AND EXPERIENCES | | |||
| High standards of integrity and ethics | | | Diverse perspectives, backgrounds and experiences, including professional background, gender, ethnicity and skills | |
| Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries | | | Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters | |
| Strong record of achievements, including work experience with a proven record of success | |
| | | | | 21 | |
| | Total Number of Trustees | | | | 7 | | | ||||||||||||
| | Part I: Gender Identity | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | | |
| | Trustees | | | | 2 | | | | 5 | | | | — | | | | — | | |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | African American or Black | | | | 1 | | | | — | | | | — | | | | — | | |
| | Alaskan Native or Native American | | | | — | | | | — | | | | — | | | | — | | |
| | Asian | | | | — | | | | — | | | | — | | | | — | | |
| | Hispanic or Latinx | | | | — | | | | — | | | | — | | | | — | | |
| | Native Hawaiian or Pacific Islander | | | | — | | | | — | | | | — | | | | — | | |
| | White | | | | 1 | | | | 5 | | | | — | | | | — | | |
| | Two or More Races or Ethnicities | | | | — | | | | — | | | | — | | | | — | | |
| | LGBTQ+ | | | | — | | | ||||||||||||
| | Did Not Disclose Demographic Background | | | | — | | |
| 22 | | | | | |
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| Bruce M. Gans, M.D., | | | | | | | | ||||||||||
| TRUSTEE SINCE 2018 LEAD INDEPENDENT TRUSTEE SINCE 2019 BOARD COMMITTEES Audit Compensation | | | | PROFESSIONAL EXPERIENCE: • Executive vice president and chief medical officer at the Kessler Institute for Rehabilitation, from 2001 to March 2021. • National medical director for Rehabilitation Select Medical, the parent company of the Kessler Institute, from 2003 to March 2021. • Professor of physical medicine and rehabilitation at Rutgers University—New Jersey Medical School. • Chief policy officer for the American Medical Rehabilitation Providers Association. • Senior health policy advisor at Powers Pyles Sutter & Verville, a Washington, DC-based law firm. • Former president and chief executive officer of the Rehabilitation Institute of Michigan. • Emeritus director and secretary for Global Partners Rehabilitation, a nonprofit organization dedicated to training and creating medical rehabilitation care givers in low- and middle-income countries. • Board member of the Foundation for Physical Medicine and Rehabilitation and the American Psychiatric Education Council. • Former president of the American Academy of Physical Medicine and Rehabilitation, a medical society with more than 7,500 members. OTHER RMR PUBLIC CLIENT BOARDS(1): • OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | | | ||||||||||
| QUALIFICATIONS Dr. Gans brings to our Board extensive leadership capability, including through his service in many healthcare business, professional association, academic and civic leadership positions. Dr. Gans’s business experience includes serving as the chief executive of a large medical organization as well as other executive positions with healthcare organizations. Dr. Gans has also had a long academic career, including serving as a college professor of physical medicine and rehabilitation and author of college text books. Dr. Gans has experience in, and knowledge of, the CRE industry and REITs. Dr. Gans has served on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Dr. Gans identifies as Caucasian and as male. Dr. Gans qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | | | |
| Risk Oversight/Management | | | Financial Literacy | | | Public Company Board | | | Human Capital Management | |
| REIT/Real Estate | | | ESG | | | Government/Public Policy | | | | |
| 24 | | | | | |
| Lisa Harris Jones, | | ||||||||||
| TRUSTEE SINCE 2018 BOARD COMMITTEES Audit Nominating and Governance (Chair) | | | | PROFESSIONAL EXPERIENCE: • Founding and managing member of Harris Jones & Malone, LLC, a Maryland based law firm that focuses on state and local lobbying, government relations and procurement, since 2000. • Practiced corporate securities, mergers and acquisitions, government relations, real estate financing and land use law at other Maryland law firms, prior to founding Harris Jones & • Worked in a pro bono capacity for dyslexia education, community development in Baltimore City’s most challenging areas, and the advancement of minority and women business enterprises. • Served in leadership positions on several non-profit boards including the Baltimore Museum of Art and Everyman Theatre. • Recognized for both her professional and civic work by multiple entities including Savoy Magazine where she gained national recognition by being named one of the Most Influential Black Corporate Directors. OTHER RMR PUBLIC CLIENT BOARDS(1): • Diversified Healthcare Trust (since 2015) • TravelCenters of America Inc. (from 2013 until it was acquired by BP Products North America Inc. in May 2023) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Ms. Harris Jones brings to our Board extensive professional skills and experience in legal and business finance matters, public policy and real estate matters. Ms. Harris Jones has dedicated a great deal of her time and resources to matters of public interest. Ms. Harris Jones’s practice includes representation of small and large business enterprises, both publicly and privately held, municipalities and related quasi-public agencies, and nonprofit organizations. Ms. Harris Jones represents clients on a wide range of business interests’ concerns including, but not limited to, public and private real estate development, land use zoning and financing, construction, energy, retail sales, education, transportation, public safety, healthcare, gaming, telecommunications, intellectual technology, procurement, corporate, taxation, labor and employment, insurance, public interest, election, and environmental law. Ms. Harris Jones has demonstrated leadership capacity as an entrepreneur and founding member of a law firm. Ms. Harris Jones has served on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Harris Jones identifies as African American and as female. Ms. Harris Jones qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | Financial Literacy | | | Public Company Board | | | Investment Expertise | |
| Legal/Regulatory | | | Human Capital Management | | | Government/Public Policy | | | REIT/Real Estate | |
| ESG | | | | | | | | | | |
| | | | | 25 | |
| Matthew P. Jordan, | | ||||||||||
| TRUSTEE SINCE 2022 BOARD COMMITTEES None | | | | PROFESSIONAL EXPERIENCE: • Executive • Chief • Executive • Chief • Former • Director and the president and chief executive officer of Tremont Realty Capital LLC since January 2021. • Executive vice president, chief financial officer and treasurer of Tremont Realty Capital LLC from October 2017 to December • Executive vice president, chief financial officer and treasurer of RMR Advisors LLC from October 2017 to January 2021 when it merged with Tremont Realty Capital LLC. • Employed at Stanley Black & Decker from 2011 to 2012 and before then at Ernst & Young LLP, prior to joining RMR. • Certified public accountant. OTHER RMR PUBLIC CLIENT BOARDS(1): • Seven Hills Realty Trust (since 2021) • Tremont Mortgage Trust (from 2020 until it merged with Seven Hills Realty Trust in September 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Mr. Jordan brings to our Board leadership experience in his positions with RMR and demonstrated management ability. Mr. Jordan has extensive experience in, and knowledge of, the CRE industry and REITs. Mr. Jordan possesses institutional knowledge earned through prior leadership positions with RMR. Mr. Jordan has professional skills and expertise in accounting and finance and experience as a chief executive officer, chief financial officer and chief accounting officer and is responsible for all accounting and finance matters affecting RMR and its managed REIT clients. Mr. Jordan identifies as Caucasian and as male. Mr. Jordan qualifies as a Managing Trustee in accordance with the requirements of our governing documents. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | |
| REIT/Real Estate | | | ESG | | | Investment Expertise | | | Public Company Executive | |
| 26 | | | | | |
| Joseph L. Morea, 68, Independent Trustee | | ||||||||||
| TRUSTEE SINCE 2018 BOARD COMMITTEES Audit (Chair) | | | | PROFESSIONAL EXPERIENCE: • Vice chairman and managing director, serving as head of U.S. Equity Capital Markets, at RBC Capital Markets, an international investment bank, from 2003 until 2012. • Head of U.S. Investment Banking for RBC Capital Markets from 2008 to 2009. • Prior work as an investment banker, including as a managing director and the co-head of U.S. Equity Capital Markets at UBS, Inc. • Former chief operating officer of the Investment Banking Division and head of U.S. Equity Capital Markets at PaineWebber, Inc. • Former managing director of Equity Capital Markets at Smith Barney, Inc. • Work as a certified public accountant, prior to working as an investment banker. OTHER RMR PUBLIC CLIENT BOARDS(1): • Seven Hills Realty Trust (since 2021) • TravelCenters of America Inc. • Tremont Mortgage Trust (from 2017 until it merged with Seven Hills Realty Trust in September 2021) • RMR Mortgage Trust (from 2016 to May 2020 (known previously as RMR Real Estate Income Fund)) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • Portman Ridge Finance Corporation (since 2020) • Garrison Capital Inc. (from 2015 until it was acquired by Portman Ridge Finance Corporation in 2020) • First Eagle Senior Loan Fund (from 2013 to 2021) | | ||||||
| QUALIFICATIONS Mr. Morea brings to our Board extensive experience in, and knowledge of, the investment banking industry and public capital markets. Mr. Morea has demonstrated leadership and management abilities as well as experience in capital raising, strategic business transactions and finance matters. Mr. Morea has experience serving on the boards of public companies as a trustee, director and committee member. Mr. Morea has institutional knowledge earned through prior service on our Board. Mr. Morea identifies as Caucasian and as male. Mr. Morea qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Expertise | | | Investment Expertise | |
| REIT/Real Estate | | | ESG | | | Public Company Board | | | | |
| | | | | 27 | |
| Kevin C. Phelan, | | ||||||||||
| TRUSTEE SINCE 2020 BOARD COMMITTEES Compensation (Chair) Nominating and | | | | PROFESSIONAL EXPERIENCE: • Co-chair of the Boston office of Colliers International Group, Inc. (formerly known as Meredith & Grew, or M&G), a full service commercial real estate firm, since 2010. • President of M&G from 2007 to 2010. • Former executive vice president of the executive committee and director and partner of M&G. • Established the finance and capital markets group of M&G after joining M&G in 1978. • Former vice president at State Street Bank & Trust Co., where he was responsible for commercial lending. • Member of the board of directors of A.D. Makepeace Co., a privately owned cranberry grower and real estate development company. • Member of several non-profit boards. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • BNY Mellon Funds Trust (since 2000) | | ||||||
| QUALIFICATIONS Mr. Phelan brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries and the public capital markets. Mr. Phelan has demonstrated leadership and management abilities and experience in capital raising and strategic business transactions. Mr. Phelan has professional training, skills and expertise in, among other things, real estate finance matters and transactions. Mr. Phelan identifies as Caucasian and as male. Mr. Phelan qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | |
| REIT/Real Estate | | | Investment Expertise | | | ESG | | | | |
| 28 | | | | | |
| Adam D. Portnoy, | | | | | | | | ||||
| TRUSTEE SINCE 2017 CHAIR OF OUR BOARD SINCE 2019 BOARD COMMITTEES None | | | | PROFESSIONAL EXPERIENCE: • President and • President and • Director of Tremont Realty Capital LLC since March • Sole trustee, • Director and controlling shareholder of Sonesta International Hotels Corporation and its parent. • Sole director of AlerisLife, Inc. since its acquisition by ABP Trust in March 2023. • Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital • Served in various positions in the finance industry and public sector, including working as an investment banker at Donaldson, Lufkin & Jenrette and working in private equity at DLJ Merchant Banking Partners and at the International Finance Corporation (a member of The World Bank Group). • Founded and served as chief executive officer of a privately financed telecommunications company. • Honorary Consul General of the Republic of Bulgaria to Massachusetts. • Member of Massachusetts Opportunity Alliance, Inc. Board. • Member of Massachusetts High Technology Council, Inc. Board. • Chair of the board of directors of the Pioneer Institute. • Executive committee member of the board of directors of the Greater Boston Chamber of Commerce. • Member of AJC New England’s Leadership Board. • Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College. OTHER RMR PUBLIC CLIENT BOARDS(1): • Service Properties Trust (since 2007) • Diversified Healthcare Trust (since 2007) • Office Properties Income Trust (since 2009) • Seven Hills Realty Trust, including its predecessor companies (since 2009) • The RMR Group Inc. (since 2015) • TravelCenters of America Inc. • AlerisLife Inc. (from 2018 until it was acquired by ABP Trust in March 2023) and chair of its board (from 2019 to March 2023) • Tremont Mortgage Trust (from 2017 until it merged with Seven Hills Realty Trust in September 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management and CRE industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board service, and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on our Board and deep knowledge of our business. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents. Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | |
| REIT/Real Estate | | | Investment Expertise | | | ESG | | | Public Company Executive | |
| Government/Public Policy | | | | | | | | | | |
| | | | | 29 | |
| June S. Youngs, | | | | | | | | ||||
| TRUSTEE SINCE 2022 BOARD COMMITTEES Audit Compensation | | | | PROFESSIONAL EXPERIENCE: • Executive in residence in management for the Global Supply Chain Management program for Bryant University. • Former • Director of North American Supply Chain for Ocean Spray Cranberries Inc. prior to joining CVS in 2014. • Senior vice president, global supply chain and logistics for Hasbro, Inc. from 1997 to 2005. • Director of distribution and transportation for Nabisco, Inc. from 1984 to 1997. • Member of the board of visitors of Northeastern University’s D’Amore-McKim School of Business. • Member of the Supply Chain Advisory Board for Northeastern University. • Member of the Supply Chain Advisory Board for the University of Rhode Island. • Past chair and member of the board of the New England Chapter of the National Industrial Transportation League and the Council of Supply Chain Management Professionals. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Ms. Youngs brings to our Board demonstrated leadership capability through her service in many logistics management, professional, academic and civic leadership positions. Ms. Youngs has business experience as a vice president of a large retail corporation and significant experience in supply chain logistics. Ms. Youngs identifies as Caucasian and as female. Ms. Youngs qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | ESG | |
| 30 | | | | | |
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| | | | | | | | | | | | | Yael Duffy Age: | | | | | | | | President since 2022 Chief Operating Officer since 2020 | | | | | | | |
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| | | | | | Ms. Duffy serves as a | | | | | | | ||||||||||||||||
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| | | | | | | | | | | | | Age: | | | | | | | | Chief Financial Officer and Treasurer since | | | | | | | |
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| | | | | 31 | |
| Members Joseph L. Morea (Chair) Bruce M. Gans, M.D. Lisa Harris Jones June S. Youngs 8 meetings during | | | Our Audit Committee is comprised solely of Independent Trustees. Its primary role is to help our Board fulfill its oversight responsibilities related to the integrity of our financial statements and financial reporting process, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, risk management and our compliance with legal and regulatory requirements. Our Audit Committee is responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditor and the resolution of disagreements between management and our independent auditor. Our independent auditor reports directly to our Audit Committee. Our Audit Committee reviews the overall audit scope and plans of the audit with our independent auditor. Our Audit Committee also reviews with management and our independent auditors our quarterly reports on Form 10-Q, annual reports on Form 10-K and earnings releases. Our Board has determined that each member of our Audit Committee is financially literate and that Mr. Morea is our Audit Committee’s “financial expert.” | |
| Members Kevin C. Phelan (Chair) Bruce M. Gans, M.D. June S. Youngs 4 meetings during | | | Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of RMR and our executive officers, evaluating and approving any changes in our agreements with RMR and approving equity compensation awards. Our Compensation Committee recommends to our Board the cash compensation payable to our Trustees for Board and committee service. Our Compensation Committee determines and approves the equity based compensation payable to our Trustees for Board and committee service, and any compensation payable to the Lead Independent Trustee in his, her or their capacity as such. Our Compensation Committee administers our Share Award Plan and determines all awards granted pursuant to the Share Award Plan. It also reviews amounts payable by us to RMR under our business and property management agreements and approves any proposed amendments to or termination of those agreements. | |
| Members Lisa Harris Jones (Chair) Kevin C. Phelan | | | Our Nominating and Governance Committee is comprised solely of Independent Trustees. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by our Board, and to recommend candidates to our entire Board for nomination or selection as Board members for each annual meeting of shareholders or when vacancies occur, to perform certain assessments of our Board and Board committees, including to assess the independence of Trustees and Trustee nominees, and to develop and recommend to our Board governance principles for our Company. Under its charter, our Nominating and Governance Committee is also responsible for considering and reporting on our succession planning to our Board. | |
| 32 | | | | | |
| | | | | 33 | |
Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($) | | Total ($) | | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
Bruce M. Gans | | | | 92,500 | | | | | 52,745 | | | | | — | | | | | 145,245 | | | |||||||||||||||||||||||||||||
Bruce M. Gans, M.D. | | | | 102,500 | | | | | 35,600 | | | | | — | | | | | 138,100 | | | |||||||||||||||||||||||||||||
Lisa Harris Jones | | | | 90,000 | | | | | 52,745 | | | | | — | | | | | 142,745 | | | | | | 100,000 | | | | | 35,600 | | | | | — | | | | | 135,600 | | | ||||||||
Matthew P. Jordan | | | | — | | | | | 52,745 | | | | | — | | | | | 52,745 | | | | | | — | | | | | 35,600 | | | | | — | | | | | 35,600 | | | ||||||||
Joseph L. Morea | | | | 95,000 | | | | | 52,745 | | | | | — | | | | | 147,745 | | | | | | 105,000 | | | | | 35,600 | | | | | — | | | | | 140,600 | | | ||||||||
John G. Murray(4)(5) | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||
Adam D. Portnoy(4) | | | | — | | | | | 52,745 | | | | | — | | | | | 52,745 | | | |||||||||||||||||||||||||||||
Adam D. Portnoy(3) | | | | — | | | | | 35,600 | | | | | — | | | | | 35,600 | | | |||||||||||||||||||||||||||||
Kevin C. Phelan | | | | 90,000 | | | | | 52,745 | | | | | — | | | | | 142,745 | | | | | | 100,000 | | | | | 35,600 | | | | | — | | | | | 135,600 | | | ||||||||
June S. Youngs | | | | 88,856 | | | | | 52,745 | | | | | — | | | | | 141,601 | | | | | | 85,000 | | | | | 35,600 | | | | | — | | | | | 120,600 | | |
| 34 | | | | | |
Name and Address | | Aggregate Number of Shares Beneficially Owned* | | Percent of Outstanding Shares** | | Additional Information | | | Aggregate Number of Shares Beneficially Owned* | | Percent of Outstanding Shares** | | Additional Information | | ||||||||||||
Adam D. Portnoy | | | | 817,208 | | | 1.2% | | Includes 745,672 Common Shares owned by ABP Trust. Voting and investment power with respect to Common Shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as ABP Trust’s sole trustee. | | | | | 837,208 | | | 1.3% | | Includes 745,672 Common Shares owned by ABP Trust. Voting and investment power with respect to Common Shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as ABP Trust’s sole trustee. | | ||||||
John G. Murray(1) | | | | 54,925 | | | Less than 1% | | | | ||||||||||||||||
Matthew P. Jordan | | | | 48,152 | | | Less than 1% | | | | | | | 81,712 | | | Less than 1% | | | | ||||||
Lisa Harris Jones | | | | 19,660 | | | Less than 1% | | | | | | | 70,383 | | | Less than 1% | | | | ||||||
Richard W. Siedel(2) | | | | 19,472 | | | Less than 1% | | | | ||||||||||||||||
Joseph L. Morea | | | | 40,000 | | | Less than 1% | | | | ||||||||||||||||
Bruce M. Gans, M.D. | | | | 37,500 | | | Less than 1% | | | | ||||||||||||||||
Kevin C. Phelan | | | | 17,833 | | | Less than 1% | | Includes 3,500 Common Shares owned by the Anne D. Phelan Trust, of which Mr. Phelan and his spouse are co-trustees and beneficiaries. | | | | | 43,205 | | | Less than 1% | | Includes 8,500 Common Shares owned by the Anne D. Phelan Trust, of which Mr. Phelan and his spouse are co-trustees and beneficiaries. | | ||||||
Bruce M. Gans | | | | 17,500 | | | Less than 1% | | | | ||||||||||||||||
Joseph L. Morea | | | | 17,500 | | | Less than 1% | | | | ||||||||||||||||
Yael Duffy | | | | 16,682 | | | Less than 1% | | | | | | | 29,264 | | | Less than 1% | | | | ||||||
Brian E. Donley | | | | 4,340 | | | Less than 1% | | | | ||||||||||||||||
June S. Youngs | | | | 3,500 | | | Less than 1% | | | | | | | 23,500 | | | Less than 1% | | | | ||||||
Brian E. Donley(1) | | | | 16,012 | | | Less than 1% | | | | ||||||||||||||||
Tiffany R. Sy | | | | 2,750 | | | Less than 1% | | | | ||||||||||||||||
All Trustees, the Trustee nominees and executive officers as a group (nine persons) | | | | 962,375 | | | 1.5% | | | | | | | 1,165,522 | | | 1.8% | | | |
| | | | | 35 | |
Name and Address | | | Aggregate Number of Shares Beneficially Owned* | | | Percent of Outstanding Shares** | | | Additional Information | | ||||||
BlackRock, Inc. (“BlackRock”) 55 East 52nd Street New York, New York 10055 | | | | | 11,234,542 | | | | | | 17.1% | | | | Based on a Schedule 13G/A filed with the SEC on January 26, 2023 by BlackRock reporting that, at December 31, 2022, BlackRock beneficially owned and had sole dispositive power over 11,234,542 Common Shares and sole voting power over 11,079,024 Common Shares. | |
The Vanguard Group, Inc. (“Vanguard”) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | | | 9,566,188 | | | | | | 14.6% | | | | Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by Vanguard reporting that, at December 30, 2022, Vanguard beneficially owned 9,566,188 Common Shares and had shared voting power over 48,688 Common Shares, sole dispositive power over 9,461,780 Common Shares and shared dispositive power over 104,408 Common Shares. | |
Flat Footed LLC (“Flat Footed”) 3465 N Pines Way, Suite 104 Box 206 Wilson, WY 83014 | | | | | 3,461,326 | | | | | | 5.3% | | | | Based on a Schedule 13G filed with the SEC on February 14, 2023 by Flat Footed reporting that at December 31, 2022, Flat Footed beneficially owned 3,461,326 Common Shares and had shared voting power over 3,461,326 Common Shares and shared dispositive power over 3,461,326 Common Shares. | |
State Street Corporation (“State Street”) 1 Lincoln Street Boston, Massachusetts 02111 | | | | | 3,425,040 | | | | | | 5.2% | | | | Based on a Schedule 13G/A filed with the SEC on February 3, 2023 by State Street reporting that, at December 31, 2022, State Street beneficially owned 3,425,040 Common Shares and had shared voting power over 3,192,384 Common Shares, sole dispositive power over 0 Common Shares and shared dispositive power over 3,425,040 Common Shares. | |
Name and Address | | | Aggregate Number of Shares Beneficially Owned | | | Percent of Outstanding Shares* | | | Additional Information | | ||||||
MCB LP Acquisitions LLC (“MCB”) 2002 Clipper Park Road, Suite 105, Baltimore, Maryland 21211 | | | | | 6,400,000 | | | | | | 9.7% | | | | Based on a Schedule 13G filed with the SEC on June 29, 2023 by MCB reporting that, at June 22, 2023, MCB beneficially owned and had shared voting power over 6,400,000 Common Shares. | |
The Vanguard Group, Inc. (“Vanguard”) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | | | 5,865,958 | | | | | | 8.9% | | | | Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by Vanguard reporting that, at December 29, 2023, Vanguard beneficially owned 5,865,958 Common Shares and had sole dispositive power over 5,841,805 Common Shares and shared dispositive power over 24,153 Common Shares. | |
| 36 | | | | | |
| PROPOSAL 2: | | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
| | | | | 37 | |
| 38 | | | | | |
| The key principle of RMR’s compensation philosophy for all employees, including our named executive officers, is to pay for performance. RMR maintains a rigorous and thorough talent and compensation review process to ensure that its employees are in appropriate roles that maximize their full potential. This process also ensures that there is strong leadership guiding employees and that there is a succession and development plan for each role. RMR’s goal is to make employee and leadership development an integral part of its culture, supporting each employee and the continued success of RMR, our Company and other RMR Clients. | | | |
| | | | | 39 | |
Compensation Element | | | What It Does | | | Key Measures | |
Base Salary | | | • Provides a level of fixed pay appropriate to an executive’s role and responsibilities • Evaluated on an annual basis | | | • Experience, duties and scope of responsibility • Internal and external market factors | |
Discretionary Cash Bonus | | | • Provides a competitive annual cash incentive opportunity • Links executives’ interests with shareholders’ interests • Incentivizes and rewards superior group, individual and Company performance | | | • Based on holistic performance evaluation | |
Equity Compensation | | | • Links executives’ interests with long-term interests of shareholders • Incentivizes and rewards superior group, individual and Company performance | | | • Based on holistic performance evaluation | |
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| | | | | 41 | |
| 42 | | | | | |
| | | | | 43 | |
| 44 | | | | | |
Name and Principal Position | | Year | | Salary(1) | | Bonus(1) | | Stock Awards ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | | Year | | Salary(1) | | Bonus(1) | | Stock Awards ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||||||
Yael Duffy (4) President and Chief Operating Officer | | | | | 2022 | | | — | | — | | | | 51,225 | | | | | 5,245 | | | | | 56,470 | | | ||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | 129,900 | | | | | 7,498 | | | | | 137,398 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | — | | — | | | | 113,250 | | | | | 3,023 | | | | | 116,273 | | | ||||||||||||||||||||||||||||||||||||||
Brian E. Donley (5) Chief Financial Officer and Treasurer | | | | 2022 | | | — | | — | | | | 10,245 | | | | | 1,189 | | | | | 11,434 | | | |||||||||||||||||||||||||||||||||||||
John G. Murray (6) Former President and Chief Executive Officer | | | | | 2022 | | | — | | — | | | | 102,450 | | | | | 18,725 | | | | | 121,175 | | | ||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | 479,370 | | | | | 30,855 | | | | | 510,225 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | — | | — | | | | 405,445 | | | | | 20,625 | | | | | 426,070 | | | ||||||||||||||||||||||||||||||||||||||
Richard W. Siedel, Jr. (7) Former Chief Financial Officer and Treasurer | | | | | 2022 | | | — | | — | | | | 23,905 | | | | | 6,788 | | | | | 30,693 | | | ||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | 129,900 | | | | | 12,210 | | | | | 142,110 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | — | | — | | | | 113,250 | | | | | 9,900 | | | | | 123,150 | | | ||||||||||||||||||||||||||||||||||||||
Yael Duffy President and Chief Operating Officer | | | | | 2023 | | | — | | — | | | | 54,450 | | | | | 534 | | | | | 54,984 | | | ||||||||||||||||||||||||||||||||||||
| | | 2022 | | | — | | — | | | | 51,225 | | | | | 5,245 | | | | | 56,470 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | 129,900 | | | | | 7,498 | | | | | 137,398 | | | ||||||||||||||||||||||||||||||||||||||
Tiffany R. Sy (4) Chief Financial Officer and Treasurer | | | | | 2023 | | | — | | — | | | | 5,445 | | | | | 46 | | | | | 5,491 | | | ||||||||||||||||||||||||||||||||||||
| | | 2022 | | | — | | — | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||
Brian E. Donley (5) Former Chief Financial Officer and Treasurer | | | | | 2023 | | | — | | — | | | | 27,225 | | | | | 145 | | | | | 27,370 | | | ||||||||||||||||||||||||||||||||||||
| | | 2022 | | | — | | — | | | | 10,245 | | | | | 1,189 | | | | | 11,434 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | — | | — | | | | — | | | | | — | | | | | — | | |
| | | | | 45 | |
Name | | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards ($)(1) | | ||||||||||||||||||||||||
Yael Duffy | | | | 9/14/2022 | | | | | 7,500 | | | | | 51,225 | | | | | | 9/13/2023 | | | | | 15,000 | | | | | 54,450 | | | ||||||
Tiffany R. Sy | | | | 9/13/2023 | | | | | 1,500 | | | | | 5,445 | | | ||||||||||||||||||||||
Brian E. Donley | | | | 9/14/2022 | | | | | 1,500 | | | | | 10,245 | | | | | | 9/13/2023 | | | | | 7,500 | | | | | 27,225 | | | ||||||
John G. Murray | | | | 9/14/2022 | | | | | 15,000 | | | | | 102,450 | | | ||||||||||||||||||||||
Richard W. Siedel Jr. | | | | 9/14/2022 | | | | | 3,500 | | | | | 23,905 | | |
| | | | Stock Awards | | | | | Stock Awards | | ||||||||||||||||||||||
Name | | Year Granted | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Year Granted | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | ||||||||||||||||||
Yael Duffy | | | 2022 | | | | 6,000 | | | | | 19,620 | | | | | 2023 | | | | 12,000 | | | | | 56,400 | | | ||||
| 2021 | | | | 3,000 | | | | | 9,810 | | | | 2022 | | | | 4,500 | | | | | 21,150 | | | |||||||
| 2020 | | | | 2,000 | | | | | 6,540 | | | | 2021 | | | | 2,000 | | | | | 9,400 | | | |||||||
| 2019 | | | | 300 | | | | | 981 | | | | 2020 | | | | 1,000 | | | | | 4,700 | | | |||||||
Brian E. Donley(3) | | | 2022 | | | | 1,200 | | | | | 3,924 | | | ||||||||||||||||||
| 2021 | | | | 600 | | | | | 1,962 | | | ||||||||||||||||||||
| 2020 | | | | 400 | | | | | 1,308 | | | ||||||||||||||||||||
| 2019 | | | | 140 | | | | | 458 | | | ||||||||||||||||||||
John G. Murray(4) | | | 2022 | | | | 12,000 | | | | | 39,240 | | | ||||||||||||||||||
| 2021 | | | | 9,000 | | | | | 29,430 | | | ||||||||||||||||||||
| 2020 | | | | 6,000 | | | | | 19,620 | | | ||||||||||||||||||||
| 2019 | | | | 3,000 | | | | | 9,810 | | | ||||||||||||||||||||
Richard W. Siedel, Jr.(4) | | | 2022 | | | | 2,800 | | | | | 9,156 | | | ||||||||||||||||||
| 2021 | | | | 3,000 | | | | | 9,810 | | | ||||||||||||||||||||
| 2020 | | | | 2,000 | | | | | 6,540 | | | ||||||||||||||||||||
| 2019 | | | | 1,000 | | | | | 3,270 | | | ||||||||||||||||||||
Tiffany R. Sy(3) | | | 2023 | | | | 1,200 | | | | | 5,640 | | | ||||||||||||||||||
| 2022 | | | | 450 | | | | | 2,115 | | | ||||||||||||||||||||
| 2021 | | | | 200 | | | | | 940 | | | ||||||||||||||||||||
| 2020 | | | | — | | | | | — | | | ||||||||||||||||||||
Brian E. Donley(4) | | | 2023 | | | | 6,000 | | | | | 28,200 | | | ||||||||||||||||||
| 2022 | | | | 900 | | | | | 4,230 | | | ||||||||||||||||||||
| 2021 | | | | 400 | | | | | 1,880 | | | ||||||||||||||||||||
| 2020 | | | | 200 | | | | | 940 | | |
| 46 | | | | | |
| | Stock Awards | | | Stock Awards | | ||||||||||||||||||||
Name | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | ||||||||||||||||
Yael Duffy | | | | 3,860 | | | | | 26,241 | | | | | | 6,800 | | | | | 24,977 | | | ||||
Brian E. Donley(2) | | | | 900 | | | | | 6,125 | | | |||||||||||||||
John G. Murray(3) | | | | 12,500 | | | | | 84,980 | | | |||||||||||||||
Richard W. Siedel Jr. | | | | 4,700 | | | | | 32,061 | | | |||||||||||||||
Tiffany R. Sy(2) | | | | 550 | | | | | 2,022 | | | |||||||||||||||
Brian E. Donley(3) | | | | 2,340 | | | | | 8,546 | | |
Name | | | Number of Shares Vested Upon Termination Event (#) | | | Value Realized on Termination Event as of December 31, 2022 ($)(1) | | ||||||
Yael Duffy | | | | | 11,300 | | | | | | 36,951 | | |
Brian E. Donley(2) | | | | | 2,340 | | | | | | 7,652 | | |
John G. Murray(3) | | | | | 30,000 | | | | | | 98,100 | | |
Richard W. Siedel Jr. | | | | | 8,800 | | | | | | 28,776 | | |
Name | | | Number of Shares Vested Upon Termination Event (#) | | | Value Realized on Termination Event as of December 31, 2023 ($)(1) | | ||||||
Yael Duffy | | | | | 19,500 | | | | | | 91,650 | | |
Tiffany R. Sy(2) | | | | | 1,850 | | | | | | 8,695 | | |
Brian E. Donley(3) | | | | | 7,500 | | | | | | 35,250 | | |
| | | 2024 Proxy Statement | | | 47 | |
Year | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | | Compensation Actually Paid to PEO(1) | | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO(1) | | Average Summary Compensation Table Total for Non-PEO NEOs | | Average Compensation Actually Paid to Non-PEOs NEOs(2) | | | Value of initial fixed td00 investment based on: | | | Net Income ($000s) | | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | | Compensation Actually Paid to PEO(1) | | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO(1) | | Average Summary Compensation Table Total for Non-PEO NEOs | | Average Compensation Actually Paid to Non-PEOs NEOs(2)(3) | | | Value of initial fixed td00 investment based on: | | | Net Income (Loss) $(000s) | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Shareholder Return | | Peer Group Total Shareholder Return** | | | Total Shareholder Return | | Peer Group Total Shareholder Return** | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Yael Duffy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023 | | | $ | 54,984 | | | $80,210 | | | | — | | | | | — | | | $16,430 | | $22,054 | | $24.73 | | | $ | 155.46 | | | | $ | (107,989) | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Yael Duffy | | John Murray | | | | | | | | | | | | | | | | | | | | | | | | | | | | Yael Duffy | | John Murray | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | | | $ | 56,470 | | | | $ | (124,685)* | | | | $ | 121,175 | | | | $ | (490,790)* | | | $21,064 | | | $ | (106,492)* | | | $16.96 | | | $ | 130.45 | | | | $ | (226,723) | | | | | | 56,470 | | | | | (124,685)* | | | | | 121,175 | | | | | (490,790)* | | | | | 21,064 | | | | | (106,492)* | | | | | 16.96 | | | | | 130.45 | | | | | (226,723) | | | | ||||||||||||||||||||||||||
2021 | | | | — | | | | | — | | | | | 510,225 | | | | | 542,690 | | | | | 139,754 | | | | | 147,803 | | | | | 125.58 | | | | | 185.66 | | | | | 119,682 | | | | | | — | | | | | — | | | | | 510,225 | | | | | 542,690 | | | | | 139,754 | | | | | 147,803 | | | | | 125.58 | | | | | 185.66 | | | | | 119,682 | | | | ||||||||||||||||||||
2020 | | | | — | | | | | — | | | | | 426,070 | | | | | 442,115 | | | | | 119,712 | | | | | 124,535 | | | | | 110.84 | | | | | 114.64 | | | | | 82,071 | | | | | | — | | | | | — | | | | | 426,070 | | | | | 442,115 | | | | | 119,712 | | | | | 124,535 | | | | | 110.84 | | | | | 114.64 | | | | | 82,071 | | | |
| Year | | | PEO Name | | | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to PEO | | |||||||||||||||||||||
| 2023 | | | Yael Duffy | | | | $ | 534 | | | | | $ | 56,400 | | | | | $ | 10,725 | | | | | $ | 10,890 | | | | | $ | 1,661 | | | | | $ | 79,676 | | | | | $ | 80,210 | | |
| Year | | | PEO Name | | | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to PEO | | |||||||||||||||||||||
| 2022 | | | Yael Duffy | | | $5,245 | | | $19,620 | | | | $ | (115,434) | | | | $10,245 | | | $(44,362) | | | | $ | (129,931) | | | | | $ | (124,685) | | | ||||||||||||
| John Murray | | | | | 18,725 | | | | | | 39,240 | | | | | | (392,040) | | | | | | 20,490 | | | | (177,205) | | | | | (509,515) | | | | | | (490,790) | | | ||||||
| 2021 | | | John Murray | | | | | 30,855 | | | | | | 300,600 | | | | | | 27,280 | | | | | | 167,610 | | | | | | 16,345 | | | | | | 511,835 | | | | | | 542,690 | | |
| 2020 | | | John Murray | | | | | 20,625 | | | | | | 279,480 | | | | | | 8,700 | | | | | | 133,645 | | | | (335) | | | | | 421,490 | | | | | | 442,115 | | |
| Year | | | NEO Names | | | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to Non-PEO NEOs | | |||||||||
| 2022 | | | Brian Donley | | | $1,189 | | | $3,924 | | | $(24,829) | | | $2,049 | | | $(11,202) | | | $(30,058) | | | $(28,869) | | |||||||||
| Rick Siedel | | | | | 6,788 | | | | | | 9,156 | | | | (130,680) | | | | | 4,781 | | | | (74,160) | | | (190,903) | | | (184,115) | | |||
| 2022 Average | | | | | 3,989 | | | | | | 6,540 | | | | (77,755) | | | | | 3,415 | | | | (42,681) | | | (110,480) | | | (106,492) | | |||
| 2021 | | | Yael Duffy | | | | | 7,498 | | | | | | 100,200 | | | | 1,690 | | | | | 25,980 | | | | 3,400 | | | 131,269 | | | 138,767 | |
| Rick Siedel | | | | | 12,210 | | | | | | 100,200 | | | | 10,560 | | | | | 25,980 | | | | 7,890 | | | 144,630 | | | 156,840 | | |||
| 2021 Average | | | | | 9,854 | | | | | | 100,200 | | | | 6,125 | | | | | 25,980 | | | | 5,645 | | | 137,950 | | | 147,803 | | |||
| 2020 | | | Yael Duffy | | | | | 3,023 | | | | | | 93,160 | | | | 887 | | | | | 22,650 | | | | (40) | | | 116,657 | | | 119,680 | |
| Rick Siedel | | | | | 9,900 | | | | | | 93,160 | | | | 4,350 | | | | | 22,650 | | | | (670) | | | 119,490 | | | 129,390 | | |||
| 2020 Average | | | | | 6,462 | | | | | | 93,160 | | | | 2,619 | | | | | 22,650 | | | | (355) | | | 118,074 | | | 124,535 | |
| Year | | | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | | | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | | | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | | | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | | | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | | | Total Equity Value Reflected in Compensation Actually Paid | | | Compensation Actually Paid to Non-PEO NEOs | | ||||||||||||
| 2023 | | | | $ | 95 | | | | | $ | 16,920 | | | | | $ | 1,537 | | | | $3,267 | | | | $ | 234 | | | | $21,959 | | | $22,054 | |
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| PROPOSAL 3: | | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | |
| | 2022 Fees(1) | | 2021 Fees | | | 2023 Fees(1) | | 2022 Fees | | ||||||||||||||||
Audit Fees | | | $ | 1,277,227 | | | | $ | 648,363 | | | | | $ | 1,155,625 | | | | $ | 1,277,227 | | | ||||
Audit Related Fees | | | | — | | | | | — | | | | | | 31,200 | | | | | — | | | ||||
Tax Fees | | | | 7,350 | | | | | 7,350 | | | | | | 31,500 | | | | | 7,350 | | | ||||
All Other Fees | | | | 948 | | | | | 812 | | | | | | 948 | | | | | 948 | | |
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