| ☑ | | | 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 | | |
| Jennifer B. Clark | | | Elena B. Poptodorova | |
| Donna D. Fraiche | | | Adam D. Portnoy | |
| Barbara D. Gilmore | | | Mark A. Talley | |
| John L. Harrington | | | Jeffrey P. Somers | |
| William A. Lamkin | | |
| Location: Live Webcast Accessible at https://www.viewproxy.com/OfficePropertiesIncomeTrust/ Date: Time: 9:30 a.m., Eastern time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Advisory vote on the frequency of future advisory votes to approve our 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 22, Attending Our • Record Owners: If you are a shareholder as of the close of business on the • Beneficial Owners: If you are a shareholder as of the Please see the accompanying Proxy Statement for additional information. By Order of our Board of Trustees, Jennifer B. Clark Secretary April | |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 13, 2023.2023 ANNUAL MEETING TO BE HELD ON | | |
| | The Notice of | | |
PROPOSAL | | | MORE INFORMATION | | | BOARD RECOMMENDATION | | | VOTES REQUIRED FOR APPROVAL | | |||
1 | | | Election of Trustees | | | Page | | | ✔ FOR | | | Plurality of all votes cast* | |
2 | | | Advisory vote to approve executive compensation** | | | Page | | | ✔ FOR | | | Majority of all votes cast | |
3 | | | | | Page | | | EVERY YEAR (“1 Year” on proxy card) | | | Majority of all votes cast | | |
4 | | | Ratification of independent auditors** | | | Page 56 | | | ✔ FOR | | | 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 June | |
| 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 June | |
| 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 | | | ✔FOR | ||||
| | Plurality of all votes cast* | | |||||||
2 | | | Advisory vote to approve executive compensation** | | | ✔ FOR | | | Majority of all votes cast | |
3 | | | | | EVERY YEAR (“1 Year” on proxy card) | | | Majority of all votes cast | | |
4 | | | Ratification of independent auditors** | | | ✔ FOR | | | Majority of all votes cast | |
| 2 | | | | | |
NAME OF TRUSTEES | | | INDEPENDENT | | | COMMITTEE MEMBERSHIP | |
Jennifer B. Clark | | | | | | None | |
Donna D. Fraiche | | | ✔ | | | Audit Compensation (Chair) | |
Barbara D. Gilmore | | | ✔ | | | Audit Compensation | |
John L. Harrington | | | ✔ | | | Audit | |
William A. Lamkin | | | ✔ | | | Audit (Chair) | |
Elena B. Poptodorova | | | ✔ | | | Audit Compensation Nominating and Governance | |
Adam D. Portnoy | | | | | | None | |
Jeffrey P. Somers | | | ✔ | | | Audit Nominating and Governance (Chair) | |
Mark A. Talley | | | ✔ | | | Compensation | |
| | | | | | | 3 | |
| 4 | | | | | |
| ISG Principle | | | Our Practice | |
| Principle 1: Boards are accountable to shareholders. | | | • We amended our Declaration of Trust to declassify our Board. Beginning • We adopted a proxy access bylaw. • We have a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will submit an offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer. | |
| 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. | |
| | | | | | | 5 | |
| Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives. | | | • In • Our engagement topics included | |
| 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. • We have strong Independent Committee Chairs. | |
| Principle 5: Boards should adopt structures and practices that enhance their effectiveness. | | | • • Our Board is comprised of • 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 then in office attended at least 75% of all Board and applicable committee meetings in | |
| 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 the Office Properties Income Trust Amended and Restated 2009 Incentive Share Award 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 | | | | | |
| | | | | 2023 Proxy Statement | | | 7 | |
| 8 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 9 | |
| All RMR Employees(1) | | | RMR Managers and Above(1) | |
| | | |
| 10 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 11 | |
| 12 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 13 | |
| 14 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 15 | |
| | Risks | | | | Opportunities | | |
| | • Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, drought, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience. • Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines. | | | | • 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. • Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities may attract high-quality, investment-grade tenants. | | |
| | | | | |
| | Code | | | | Activity Metric | | | | Value | | |
| | IF-RE-000.A | | | | Number of assets | | | | 160 | | |
| | IF-RE-000.B | | | | Leasable floor area (square feet) | | | | 20,968,654 | | |
| | IF-RE-000.C | | | | Percentage of indirectly managed assets | | | | 26.8% | | |
| | IF-RE-000.D | | | | Average occupancy rate | | | | 90.6% | | |
| 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 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. | | |
| | | | | 2023 Proxy Statement | | | 17 | |
| 18 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 19 | |
| 20 | | | | | 2023 Proxy Statement | |
| | | | | 2023 Proxy Statement | | | 21 | |
| | | | | |
| | | | | | | |
| | Total Number of Trustees | | | | 9 | | | ||||||||||||
| | Part I: Gender Identity | | | | Female | | | | Male | | | | Non- Binary | | | | Did Not Disclose Gender | | |
| | Trustees | | | | 4 | | | | 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 | | | | 4 | | | | 4 | | | | — | | | | — | | |
| | Two or More Races or Ethnicities | | | | — | | | | — | | | | — | | | | — | | |
| | LGBTQ+ | | | | — | | | ||||||||||||
| | Did Not Disclose Demographic Background | | | | — | | |
| 24 | | | | | 2023 Proxy Statement | |
| | | | | | | |
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| | TRUSTEE SINCE 2021 BOARD COMMITTEES None | | | | PROFESSIONAL EXPERIENCE: | • | • • Managing director of AlerisLife Inc. from 2020 to March 2023 until its acquisition by ABP Trust. • Officer of ABP Trust. • Director and secretary of Sonesta International Hotels Corporation and its parent. • Director, executive vice president, general counsel and secretary of Tremont Realty Capital LLC. • Trustee of Diversified Healthcare Trust from 2018 to June 2021. • Trustee of Seven Hills Realty Trust | ||||||||||||||||||||||||||||||||||
• Partner at the law firm of Sullivan & Worcester OTHER RMR PUBLIC CLIENT BOARDS(1): • The RMR Group Inc. (since 2018) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||||||||||||||||||||||||||||||||
| documents. | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | | |||||||||||||
| | | | | | | Public Company Executive | | ||||||||||||||||
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| | TRUSTEE SINCE 2019 BOARD COMMITTEES Audit Compensation (Chair) | | | | PROFESSIONAL EXPERIENCE: | • | • Retired as senior counsel at the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in 2020 and practiced law at that firm from 2004 to February 2020. | • Practiced law at the firm now known as Locke Lord LLP in New Orleans prior to 2004. | • Independent trustee of Select Income REIT from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018. | • Past president of the Louisiana Chapter of the International Women’s Forum. | • Past president of The Supreme Court of Louisiana Historical Society. | • Former member of Leadership Development Committee and Committee on Governance of the American Hospital Association. | • Past president and a fellow of the American Health Law Association. | Former chair of the Louisiana Health Care Commission. • Past chair of the board of trustees of Loyola University. • Investments committee member of the Baton Rouge Area Foundation. • Past chair and member of the board and the finance, real estate and compensation committees of Women’s Hospital. • Treasurer of the Louisiana Consular Corps and Honorary Consul for Japan in New Orleans. • Co-manages a family-owned real estate holding company that owns commercial office, retail and multi-use properties. OTHER RMR • Service Properties Trust (since OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: None | | ||||||||||||||||||||||||
| Ms. Fraiche brings to our Board extensive professional and consulting legal skills. Ms. Fraiche has held many leadership roles, including serving in numerous public policy and civic leadership roles. Ms. Fraiche has experience on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Fraiche identifies as Caucasian and as female. Ms. Fraiche 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 | | | Legal/Regulatory | |
| REIT/Real Estate | | | Public Company Board | | | Government/Public Policy | |
| | | | | 2023 Proxy Statement | | | 27 | |
| Barbara D. Gilmore, 72, Independent Trustee | | | | | |||||||
| TRUSTEE SINCE 2009 BOARD COMMITTEES Audit Compensation | | | | PROFESSIONAL EXPERIENCE: • Professional law clerk at the United States Bankruptcy Court, Eastern Division of the District of Massachusetts, from 2015 until her retirement in 2018. • Independent director of AlerisLife Inc. from 2004 to March 2023 until its acquisition by ABP Trust. • Professional law clerk at the United States Bankruptcy Court, Central Division of the District of Massachusetts, from 2001 to 2015. • Partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters. OTHER RMR PUBLIC CLIENT BOARDS(1): • TravelCenters of America Inc. (since 2007) • Seven Hills Realty Trust (since 2020) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Ms. Gilmore brings to our Board extensive professional skills and experience in legal and business finance matters. Ms. Gilmore possesses experience in public policy matters as well as insights and understanding of government practices gained through government service and her experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner. Ms. Gilmore has also served on public company boards and board committees. Ms. Gilmore identifies as Caucasian and as female. Ms. Gilmore qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | | | | | REIT/Real Estate | | ||||||||||||||
| Legal/Regulatory | | | | | | | | | |
| 28 | | | | | 2023 Proxy Statement | |
| John L. Harrington, 86, Independent Trustee | | | | | ||||||||||||
| TRUSTEE SINCE 2009 BOARD COMMITTEES Audit | | | | PROFESSIONAL EXPERIENCE: • Chairman of the board of trustees of the Yawkey Foundation (a charitable foundation) since 2007 and • Trustee of the Yawkey Foundation since 1982 and • Trustee of the JRY Trust from 1982 through 2009. • Chief executive officer and general partner of the Boston Red Sox Baseball Club from 1986 to 2002 and • Independent trustee of Seven Hills Realty Trust (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund (and its predecessors)) from 2003 to • Independent trustee of Tremont Mortgage Trust from 2017 to 2021. • President of Boston Trust Management Corp. from 1981 to • Principal of Bingham McCutchen Sports Consulting LLC from 2007 to 2008. • Represented the Boston Red Sox majority interest in co-founding The New England Sports Network, managing it from 1981 to 2002. • Director of Fleet Bank from 1995 to • Director of Shawmut Bank of Boston from 1986 to • Member of the Major League Baseball Executive Council from 1998 to • Assistant secretary of administration and finance for the Commonwealth of Massachusetts in • Treasurer of the American League of Professional Baseball Clubs from 1970 to • Assistant professor and director of admissions, Carroll Graduate School of Management at Boston College from 1967 through • Supervisory auditor for the U.S. General Accounting Office from 1961 through 1966. • Independent trustee of RMR Funds Series Trust from shortly after its formation in 2007 until its dissolution in 2009. • Many civic leadership • Recipient of numerous leadership awards and honorary doctorate degrees. • Licensed as a certified public accountant in Massachusetts. OTHER RMR PUBLIC CLIENT BOARDS(1): • Service Properties Trust (since 1995) • Diversified Healthcare Trust (since 1999) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||
| Mr. Harrington brings to our Board extensive professional skills and | |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | |
| REIT/Real Estate | | | ESG | | | Government/Public Policy | | | | |
| | | | | 2023 Proxy Statement | | | 29 | |
| William A. Lamkin, 63, Independent Trustee | | | | | |||||||
| TRUSTEE SINCE 2019 BOARD COMMITTEES Audit (Chair) | | | | PROFESSIONAL EXPERIENCE: • Partner in Ackrell Capital LLC, a San Francisco based investment bank, from 2003 to 2019. • Independent trustee of Tremont Mortgage Trust from 2020 until it merged with Seven Hills Realty Trust in September 2021. • Independent trustee of Select Income REIT from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018. • Director of Ackrell SPAC Partners I Co. from 2020 to 2022. • Senior vice president in the investment banking division of ABN AMRO, prior to 2003. • Practicing attorney, prior to working as a financial consultant and investment banker. OTHER RMR PUBLIC CLIENT BOARDS(1): • Service Properties Trust (since 2007) • Seven Hills Realty Trust (since 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | ||||||
| QUALIFICATIONS Mr. Lamkin brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries. Mr. Lamkin has demonstrated management ability and experience in capital raising and strategic business transactions. Mr. Lamkin has professional training, skills and expertise in, among other things, finance and legal matters. Mr. Lamkin has institutional knowledge earned through prior service on our Board. Mr. Lamkin identifies as Caucasian and as male. Mr. Lamkin qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents. | |
| Risk Oversight/Management | | | | | | | Legal/Regulatory | | ||
| REIT/Real Estate | | | | | | | ESG | | ||
| Government/Public Policy | | | | | | | | | | |
| 30 | | | | | |
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| | TRUSTEE SINCE 2017 LEAD INDEPENDENT TRUSTEE SINCE DECEMBER 2019 BOARD COMMITTEES Audit Compensation Nominating and Governance | | | | ||||||||||||||||||||||||||||||||||||||
• Vice president of the Atlantic Treaty Association since December • Board member of the U.S. • Director of the Shapiro-Silverberg AJC Central Europe Office from October 2016 • Ambassador extraordinary and plenipotentiary of the Republic of Bulgaria to the United States from 2010 to 2016 and from 2002 to 2008. During this time, she facilitated foreign investments in Bulgaria’s information technology sector and assisted the development of transatlantic business association to support investment ventures. • Director of the Security Policy Directorate at the Ministry of Foreign Affairs • Ambassador-at-large for the Black Sea • Spokesperson of the Ministry of Foreign Affairs and director of the Human Rights and International Humanitarian Organizations • Member of the Bulgarian Parliament from • Current member of the board of directors of the American Foundation for Bulgaria and the Institute for Cultural Diplomacy in • Former member of the board of directors of the European Institute, the Executive Council on Diplomacy, the Women’s Foreign Policy Group and American University in Bulgaria. OTHER RMR PUBLIC CLIENT BOARDS(1): • TravelCenters of America Inc. (since 2020) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||||||||||||||||||||||||||
| |
| Risk Oversight/Management | | | Financial Literacy | | | Public Company Board | | | REIT/Real Estate | |
| Diplomacy and Leadership | | | Government/Public Policy | |
| | | | | 2023 Proxy Statement | | | 31 | |
| Adam D. Portnoy, 52, Managing Trustee | | | | | |||||||||||||||||||||||||||||||
| |
CHAIR OF OUR BOARD SINCE 2019 BOARD COMMITTEES None |
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• President and chief executive officer of RMR since 2005, and • Managing director of AlerisLife Inc. from 2018 to March 2023 until its acquisition by ABP Trust and its sole director since that acquisition, and chair of its board from 2019 to March 2023. • Director of Tremont Realty Capital LLC • Sole trustee and controlling shareholder and an officer of ABP Trust. • Director and controlling shareholder of Sonesta International Hotels Corporation and its parent. • Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital LLC, • President and chief executive officer of Seven Hills Realty Trust (then known as RMR Real Estate Income Fund) from 2007 to • President of Office Properties Income Trust from 2009 to 2011. • Managing trustee of Tremont Mortgage Trust from 2017 until it merged with Seven Hills Realty Trust in September • Managing trustee of Select Income REIT from 2011 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018. • Served in • Founded and served as chief executive officer of a privately financed telecommunications company. • Honorary Consul General of the Republic of Bulgaria to • Chair of the board of directors of the Pioneer • Executive committee member • Member of AJC New England’s Leadership • 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) • Seven Hills Realty Trust, including its predecessor companies (since 2009) • The RMR Group Inc. (since 2015) • Industrial Logistics Properties Trust (since 2017) • TravelCenters of America Inc. (since 2018) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||||||||||||||||||||||||||||||||
| 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 | | ||||||||||
| | | | | | | Public Company Executive | | |||||||||||||
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| | TRUSTEE SINCE 2009 BOARD COMMITTEES Audit Nominating and Governance (Chair) | | | | ||||||||||||||||||||||||||||||||||||||
• Former partner • Independent Trustee of Tremont Mortgage Trust from 2017 to 2020 and of Select Income REIT from 2012 until it merged with a wholly owned subsidiary of • Director of Cantella Management Corp., a holding company of Cantella & Co., Inc., an SEC registered broker-dealer, from 2002 until January 2014, when the company was acquired by a third party. • Trustee of the Pictet • Former staff attorney at the SEC in Washington, D.C. • Former trustee of Glover Hospital, a private not for profit regional hospital, which is currently part of Beth Israel Deaconess Hospital, among various other civic leadership roles. OTHER RMR PUBLIC CLIENT BOARDS(1): • Diversified Healthcare Trust (since 2009) • Seven Hills Realty Trust including its predecessor companies (since 2009) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||||||||||||||||||||||||||
| |
| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | REIT/Real Estate | |
| ESG | | | Legal/Regulatory | | | Government/Public Policy | | | Public Company Board | |
| | | | | 2023 Proxy Statement | | | 33 | |
| Mark A. Talley, 58, Independent Trustee | | | | | |||||||||||||||||||||||||||||||
| |
TRUSTEE SINCE 2022 BOARD COMMITTEES Audit Compensation | | | | |||||||||||||||||||||||||||||||||||||||
• Founded Griswold Realty Advisors • Vice President at Grubb & Ellis • Client Relationship Manager at Jones Lang LaSalle (including its predecessor LaSalle Partners) • Various roles in OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | |||||||||||||||||||||||||||||||||||||||||
| documents. | |
| Risk Oversight/Management | | | Investment Expertise | | | Financial Literacy | | | REIT/Real Estate | |
| 34 | | | | | |||||||||||||||||||||||||||||||
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Christopher J. Bilotto Age: | | | | | | | | President since 2021 Chief Operating Officer since 2020 | | | | | | | |
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| | | | | | Mr. Bilotto previously served as the Company’s Vice President from May 2019 to December 2020. Mr. Bilotto has been a senior vice president of RMR since October 2020 and a vice president of RMR from 2016 to September | | | | | | | ||||||||||||||||
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| | | | | | | | | | | | | Matthew C. Brown Age: | | | | | | | | Chief Financial Officer and Treasurer since 2019 | | | | | | | |
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| | | | | | Mr. Brown has been a senior vice president of RMR since 2019 and has served in various finance and accounting leadership roles with RMR and its subsidiaries since 2007, including currently being responsible for the day to day oversight of the accounting and finance support functions of RMR and various affiliates. Mr. Brown is a certified public accountant. Mr. Brown identifies as Caucasian and as male. | | | | | | | ||||||||||||||||
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| Members William A. Lamkin (Chair) Donna D. Fraiche Barbara D. Gilmore John L. Harrington Elena B. Poptodorova Jeffrey P. Somers Mark A. Talley 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 Our Board has determined that each member of our Audit Committee is financially literate and that Mr. Harrington is our Audit Committee’s “financial expert.” | |
| Members Donna D. Fraiche (Chair) Barbara D. Gilmore Elena B. Poptodorova Mark A. 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, Messrs. Lamkin and Somers served on our Compensation Committee until June 16, 2022. | |
| Members Jeffrey P. Somers (Chair) Elena B. Poptodorova | | | 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. Mses. Fraiche and Gilmore and Mr. Harrington served on our Nominating and Governance Committee until June 16, 2022. | |
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Name | | Fees Earned or Paid in Cash ($)(2) | | Stock Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
David M. Blackman(4)(5) | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||
Jennifer B. Clark(5) | | | | — | | | | | 104,580 | | | | | — | | | | | 104,580 | | | |||||||||||||||||||||||||||||
Jennifer B. Clark(3) | | | | — | | | | | 65,940 | | | | | — | | | | | 65,940 | | | |||||||||||||||||||||||||||||
Donna D. Fraiche | | | | 87,500 | | | | | 104,580 | | | | | — | | | | | 192,080 | | | | | | 90,000 | | | | | 65,940 | | | | | — | | | | | 155,940 | | | ||||||||
Barbara D. Gilmore | | | | 80,000 | | | | | 104,580 | | | | | — | | | | | 184,580 | | | | | | 75,000 | | | | | 65,940 | | | | | — | | | | | 140,940 | | | ||||||||
John L. Harrington | | | | 75,000 | | | | | 104,580 | | | | | — | | | | | 179,580 | | | | | | 75,000 | | | | | 65,940 | | | | | — | | | | | 140,940 | | | ||||||||
William A. Lamkin | | | | 92,500 | | | | | 104,580 | | | | | — | | | | | 197,080 | | | | | | 95,000 | | | | | 65,940 | | | | | — | | | | | 160,940 | | | ||||||||
Elena B. Poptodorova | | | | 90,000 | | | | | 104,580 | | | | | — | | | | | 194,580 | | | | | | 92,500 | | | | | 65,940 | | | | | — | | | | | 158,440 | | | ||||||||
Adam D. Portnoy(5) | | | | — | | | | | 104,580 | | | | | — | | | | | 104,580 | | | |||||||||||||||||||||||||||||
Adam D. Portnoy(3) | | | | — | | | | | 65,940 | | | | | — | | | | | 65,940 | | | |||||||||||||||||||||||||||||
Jeffrey P. Somers | | | | 87,500 | | | | | 104,580 | | | | | — | | | | | 192,080 | | | | | | 90,000 | | | | | 65,940 | | | | | — | | | | | 155,940 | | | ||||||||
Mark A. Talley | | | | 88,356 | | | | | 65,940 | | | | | — | | | | | 154,296 | | |
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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 | | 718,708 | | 1.48% | | Includes 576,258 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. | | | 722,208 | | 1.49% | | Includes 576,258 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. | | ||||||
Jennifer B. Clark | | 47,202 | | Less than 1% | | | | | 63,728 | | Less than 1% | | | | ||||||
Jeffrey P. Somers | | 20,112 | | Less than 1% | | | | | 23,612 | | Less than 1% | | | | ||||||
William A. Lamkin | | 21,050 | | Less than 1% | | Includes 21,050 Common Shares owned by Janet W. Lamkin and William A. Lamkin as trustees of a trust, Trustees U/T/D 9-28-18. Mr. Lamkin may be deemed to hold voting and investment power as a trustee and beneficiary of the trust. | | |||||||||||||
Donna D. Fraiche | | 17,550 | | Less than 1% | | | | | 21,050 | | Less than 1% | | | | ||||||
William A. Lamkin | | 17,550 | | Less than 1% | | Includes 17,550 Common Shares owned by Janet W. Lamkin and William A. Lamkin as trustees of a trust, Trustees U/T/D 9-28-18. Mr. Lamkin may be deemed to hold voting and investment power as a trustee and beneficiary of the trust. | | |||||||||||||
Barbara D. Gilmore | | 16,312 | | Less than 1% | | Includes 750 Common Shares owned jointly with Ms. Gilmore’s husband. | | | 19,812 | | Less than 1% | | Includes 750 Common Shares owned jointly with Ms. Gilmore’s husband. | | ||||||
John L. Harrington | | 15,562 | | Less than 1% | | Includes 15,562 Common Shares owned by the John L. Harrington Revocable Trust. Mr. Harrington may be deemed to hold voting and investment power as a trustee and beneficiary of the John L. Harrington Revocable Trust. | | | 19,062 | | Less than 1% | | Includes 19,062 Common Shares owned by the John L. Harrington Revocable Trust. Mr. Harrington may be deemed to hold voting and investment power as a trustee and beneficiary of the John L. Harrington Revocable Trust. | | ||||||
Christopher J. Bilotto | | 11,908 | | Less than 1% | | | | | 16,657 | | Less than 1% | | | | ||||||
Matthew C. Brown | | 11,654 | | Less than 1% | | | | | 16,341 | | Less than 1% | | | | ||||||
Elena B. Poptodorova | | 9,775 | | Less than 1% | | | | | 12,750 | | Less than 1% | | | | ||||||
Mark A. Talley | | — | | Less than 1% | | | | | 3,900 | | Less than 1% | | | | ||||||
All Trustees, the Trustee nominees, named executive officers and other executive officers as a group (eleven persons) | | 886,333 | | 1.83% | | | | |||||||||||||
All Trustees, the Trustee nominees and executive officers as a group (eleven persons) | | 940,170 | | 1.94% | | | |
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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 | | ||||||
BlackRock, Inc. (“BlackRock”) 55 East 52nd Street New York, New York 10055 | | 9,098,619 | | 18.79% | | BlackRock filed a Schedule 13G/A with the SEC on January 27, 2022, reporting that, at December 31, 2021, BlackRock beneficially owned and had sole dispositive power over 9,098,619 Common Shares and sole voting power over 8,775,504 Common Shares. | | | 9,276,942 | | 19.10% | | BlackRock filed a Schedule 13G/A with the SEC on January 23, 2023, reporting that, at December 31, 2022, BlackRock beneficially owned and had sole dispositive power over 9,276,942 Common Shares and sole voting power over 9,138,305 Common Shares. | | ||||||
The Vanguard Group, Inc. (“Vanguard”) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | 7,959,952 | | 16.44% | | Vanguard filed a Schedule 13G/A with the SEC on February 10, 2022, reporting that, at December 31, 2021, Vanguard beneficially owned 7,959,952 Common Shares and had shared voting power over 85,626 Common Shares, sole dispositive power over 7,831,069 Common Shares and shared dispositive power over 128,883 Common Shares. | | | 8,119,077 | | 16.72% | | Vanguard filed a Schedule 13G/A with the SEC on February 9, 2023, reporting that, at December 30, 2022, Vanguard beneficially owned 8,119,077 Common Shares and had shared voting power over 76,168 Common Shares, sole dispositive power over 7,995,846 Common Shares and shared dispositive power over 123,231 Common Shares. | | ||||||
State Street Corporation (“State Street”) 1 Lincoln Street Boston, Massachusetts 02111 | | 2,854,579 | | 5.89% | | State Street filed a Schedule 13G/A with the SEC on February 11, 2022, reporting that, at December 31, 2021, State Street beneficially owned and had shared dispositive power over 2,854,579 Common Shares and shared voting power over 2,429,840 Common Shares. | | | 3,291,033 | | 6.78% | | State Street filed a Schedule 13G/A with the SEC on February 7, 2023, reporting that, at December 31, 2022, State Street beneficially owned and had shared dispositive power over 3,291,033 Common Shares and shared voting power over 2,634,246 Common Shares. | |
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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 • Incentivizes and rewards superior group, individual and Company performance | | | • Based on holistic performance evaluation | |
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| 46 | | | | | 2023 Proxy Statement | |
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Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | | Year | | Salary | | Bonus | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
Christopher J. Bilotto (3) President and Chief Operating Officer | | | | | 2021 | | | | | — | | | | | — | | | | | 127,100 | | | | | 13,151 | | | | | 140,251 | | | | | | | 2022 | | | | | — | | | | | — | | | | | 104,940 | | | | | 18,564 | | | | | 123,504 | | | ||||||||||
| | | 2020 | | | | | — | | | | | — | | | | | 115,200 | | | | | 6,056 | | | | | 121,256 | | | | | | 2021 | | | | | — | | | | | — | | | | | 127,100 | | | | | 13,151 | | | | | 140,251 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 59,740 | | | | | 1,777 | | | | | 61,517 | | | | | | 2020 | | | | | — | | | | | — | | | | | 115,200 | | | | | 6,056 | | | | | 121,256 | | | |||||||||||||
Matthew C. Brown (3) Chief Financial Officer and Treasurer | | | | | 2021 | | | | | — | | | | | — | | | | | 127,100 | | | | | 14,251 | | | | | 141,351 | | | | | | | 2022 | | | | | — | | | | | — | | | | | 104,940 | | | | | 19,301 | | | | | 124,241 | | | ||||||||||
| | | 2020 | | | | | — | | | | | — | | | | | 115,200 | | | | | 7,508 | | | | | 122,708 | | | | | | 2021 | | | | | — | | | | | — | | | | | 127,100 | | | | | 14,251 | | | | | 141,351 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 89,610 | | | | | 1,926 | | | | | 91,536 | | | | | | 2020 | | | | | — | | | | | — | | | | | 115,200 | | | | | 7,508 | | | | | 122,708 | | |
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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) | | ||||||||||||||||||
Christopher J. Bilotto | | 9/15/2021 | | | | 5,000 | | | | | 127,100 | | | | 9/14/2022 | | | | 6,000 | | | | | 104,940 | | | ||||||
Matthew C. Brown | | 9/15/2021 | | | | 5,000 | | | | | 127,100 | | | | 9/14/2022 | | | | 6,000 | | | | | 104,940 | | |
| | | | | | | Stock Awards(1) | | | | | | | | Stock Awards(1) | | ||||||||||||||||||||||
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) | | ||||||||||||||||||||||||
Christopher J. Bilotto | | | | | 2021 | | | | | 4,000 | | | | | 99,360 | | | | | | | 2022 | | | | | 4,800 | | | | | 64,080 | | | ||||
| | | 2020 | | | | | 3,000 | | | | | 74,520 | | | | | | 2021 | | | | | 3,000 | | | | | 40,050 | | | |||||||
| | | 2019 | | | | | 800 | | | | | 19,872 | | | | | | 2020 | | | | | 2,000 | | | | | 26,700 | | | |||||||
| | | 2018 | | | | | 51 | | | | | 1,267 | | | | | | 2019 | | | | | 400 | | | | | 5,340 | | | |||||||
Matthew C. Brown | | | | | 2021 | | | | | 4,000 | | | | | 99,360 | | | | | | | 2022 | | | | | 4,800 | | | | | 64,080 | | | ||||
| | | 2020 | | | | | 3,000 | | | | | 74,520 | | | | | | 2021 | | | | | 3,000 | | | | | 40,050 | | | |||||||
| | | 2019 | | | | | 1,200 | | | | | 29,808 | | | | | | 2020 | | | | | 2,000 | | | | | 26,700 | | | |||||||
| | | 2018 | | | | | 31 | | | | | 770 | | | | | | 2019 | | | | | 600 | | | | | 8,010 | | |
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| | 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) | | ||||||||||||||||
Christopher J. Bilotto(2) | | | | 2,502 | | | | | 63,456 | | | | | | 3,651 | | | | | 63,415 | | | ||||
Matthew C. Brown(3) | | | | 2,662 | | | | | 67,482 | | | | | | 3,831 | | | | | 66,560 | | |
Name | | Number of Shares Vested Upon Termination Event (#) | | Value Realized on Termination Event as of December 31, 2021 ($)(1) | | | Number of Shares Vested Upon Termination Event (#) | | Value Realized on Termination Event as of December 31, 2022 ($)(1) | | ||||||||||||||||
Christopher J. Bilotto | | | | 7,851 | | | | | 195,019 | | | | | | 10,200 | | | | | 136,170 | | | ||||
Matthew C. Brown | | | | 8,231 | | | | | 204,458 | | | | | | 10,400 | | | | | 138,840 | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | |||||||||
Year | | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEOs NEOs(2) | | | Total Shareholder Return | | | Peer Group Total Shareholder Return* | | | Net Income ($000s) | | |||||||||||||||||||||
2022 | | | | $ | 123,504 | | | | $20,120 | | | | $ | 124,241 | | | | $17,233 | | | | $ | 54.74 | | | | | $ | 61.36 | | | | $(6,109) | | |||||||||
2021 | | | | | 140,251 | | | | | | 150,005 | | | | | | 141,351 | | | | | | 152,302 | | | | | | 91.24 | | | | | | 96.52 | | | | (8,180) | | |||
2020 | | | | | 478,332 | | | | | | 321,172 | | | | | | 121,982 | | | | | | 99,616 | | | | | | 76.95 | | | | | | 79.69 | | | | | | 6,678 | | |
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 | | | Christopher Bilotto | | | | $ | 18,564 | | | | $64,080 | | | $(62,046) | | | $20,988 | | | | $ | (21,466) | | | | $1,556 | | | $20,120 | | |||||||||||||||
2021 | | | Christopher Bilotto | | | | | 13,151 | | | | | | 99,360 | | | | | | 8,164 | | | | | | 25,420 | | | | | | 3,910 | | | | | | 136,854 | | | | | | 150,005 | | |
2020 | | | David Blackman | | | | | 39,597 | | | | | | 272,640 | | | | | | (104,958) | | | | | | 162,255 | | | | | | (48,362) | | | | | | 281,575 | | | | | | 321,172 | | |
| 52 | | | | | 2023 Proxy Statement | |
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 | | | Matthew Brown* | | | | $ | 19,301 | | | | | $ | 64,080 | | | | | $ | (64,344) | | | | $20,988 | | | | $ | (22,792) | | | | $(2,068) | | | $17,233 | | |||||||||
| 2022 Average | | | | | 19,301 | | | | | | 64,080 | | | | | | (64,344) | | | | | | 20,988 | | | | | | (22,792) | | | | (2,068) | | | | | 17,233 | | | |||||
2021 | | | Matthew Brown | | | | | 14,251 | | | | | | 99,360 | | | | | | 8,970 | | | | | | 25,420 | | | | | | 4,301 | | | | | | 138,051 | | | | | | 152,302 | | |
| | | 2021 Average | | | | | 14,251 | | | | | | 99,360 | | | | | | 8,970 | | | | | | 25,420 | | | | | | 4,301 | | | | | | 138,051 | | | | | | 152,302 | | |
2020 | | | Matthew Brown | | | | | 7,508 | | | | | | 90,880 | | | | | | (17,832) | | | | | | 23,040 | | | | | | (6,558) | | | | | | 89,530 | | | | | | 97,038 | | |
| Christopher Bilotto | | | | | 6,056 | | | | | | 90,880 | | | | | | (12,745) | | | | | | 23,040 | | | | | | (5,038) | | | | | | 96,137 | | | | | | 102,193 | | | ||
| 2020 Average | | | | | 6,782 | | | | | | 90,880 | | | | | | (15,288) | | | | | | 23,040 | | | | | | (5,798) | | | | | | 92,834 | | | | | | 99,616 | | |
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| | | 2021 Fees ($)(1) | | | 2020 Fees ($) | | ||||||
Audit Fees | | | | | 869,688 | | | | | | 724,552 | | |
Audit Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | 7,350 | | | | | | — | | |
All Other Fees | | | | | 812 | | | | | | 948 | | |
| | | 2022 Fees ($) | | | 2021 Fees ($) | | ||||||
Audit Fees | | | | | 704,552 | | | | | | 869,688 | | |
Audit Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | 7,350 | | | | | | 7,350 | | |
All Other Fees | | | | | 948 | | | | | | 812 | | |
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| | | | William A. Lamkin, Chair Donna D. Fraiche Barbara D. Gilmore John L. Harrington Elena B. Poptodorova Jeffrey P. Somers Mark A. Talley | |
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