| ☑ | | | 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 | | |
| | | | Bruce M. Gans | | | Kevin C. Phelan | |
| | | | Lisa Harris Jones | | | Adam D. Portnoy | |
| | | | | | June S. Youngs | | |
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| Location: Live Webcast Accessible at https://www.viewproxy.com/IndustrialLogistics PropertiesTrust/ 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; • 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, Signature Jennifer B. Clark Secretary March 28, | |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 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 | | | | | 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 31, | |
| 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 31, | |
| 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) | ||
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Kevin C. Phelan | | | | | Compensation (Chair) Nominating and Governance | | |
Adam D. Portnoy | | | | | | None | |
June S. Youngs | | | | | 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. | |
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, | |
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. | |
| | | | | 5 | |
ISG Principle | | | Our Practice | |
Principle 5: Boards should adopt structures and practices that enhance their effectiveness. | | | • • Our Board includes members of underrepresented communities and 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 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 | | | | | |
| | | 2023 Proxy Statement | | | 7 | |
| All RMR Employees(1) | | | RMR Managers and Above(1) | |
| | | |
| 8 | | | | | 2023 Proxy Statement | |
| | | | | |
| | | 2023 Proxy Statement | | | 9 | |
| 10 | | | | | |
| | | 2023 Proxy Statement | | | 11 | |
| 12 | | | | | 2023 Proxy Statement | |
| | 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-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 while | | |
| | | 2023 Proxy Statement | | | 13 | |
| | Risks | | | Opportunities | | |
| | • 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. | | | contributing to an increase of localized grid reliability. • 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 | | | 413 | | |
| | IF-RE-000.B | | | Leasable floor area (square feet) | | | 59,983,393 | | |
| | IF-RE-000.C | | | Percentage of indirectly managed assets | | | 96.4% | | |
| | IF-RE-000.D | | | Average occupancy rate | | | 99.1% | | |
| 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. | | |
| 14 | | | | | 2023 Proxy Statement | |
| | | 2023 Proxy Statement | | | 15 | |
| 16 | | | | | 2023 Proxy Statement | |
| | | 2023 Proxy Statement | | | 17 | |
| 18 | | | | | 2023 Proxy Statement | |
| | | | | |
| 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 | |
| | | | | |
| | 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 | | | | — | | |
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| | LEAD INDEPENDENT TRUSTEE SINCE 2019 BOARD COMMITTEES Audit Compensation | | | | • 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. • Independent • Professor of physical medicine and rehabilitation at | • • • Former president and chief executive officer of the Rehabilitation Institute of Michigan. • | • 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 | | | | | | | Human Capital Management | | ||||||||||
| REIT/Real Estate | | | | | Government/Public Policy | | | | |
| | | 2023 Proxy Statement | | | 23 | |
| Lisa Harris Jones, 55, Independent Trustee | | ||||||||||||||||||||||||||
| TRUSTEE SINCE 2018 BOARD COMMITTEES Audit Nominating and Governance (Chair) | | | | • Founding and managing member of Harris Jones & Malone, LLC, • 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 & Malone. • 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): • TravelCenters of America Inc. (since 2013) • Diversified Healthcare Trust (since 2015) 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. | |
| Risk Oversight/Management | | | Financial Literacy | | | Public Company Board | | | Investment Expertise | | |||||||||
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| ESG | | | | | | | | | | |
| 24 | | | | | |
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| | BOARD COMMITTEES None | | | | • • • Chief financial officer and treasurer of RMR since 2012. | • Former chief accounting officer for RMR. | • 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 2020, and prior to that, vice president, chief financial officer and treasurer of Tremont Realty Capital LLC since its formation in 2016. | • Executive vice president, chief financial officer and treasurer of RMR • Managing trustee of Tremont Mortgage Trust from 2020 until it merged with Seven Hills Realty Trust in September 2021. • 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) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: None | | |||||||||||||||||||||||||||||||
| 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 | |
| REIT/Real Estate | | | ESG | | | Investment Expertise | | | Public Company Executive | |
| | | 2023 Proxy Statement | | | 25 | |
| Joseph L. Morea, 68, Independent Trustee | | ||||||||||||||||||||||||||||||
| TRUSTEE SINCE 2018 BOARD COMMITTEES Audit (Chair) | | | | ||||||||||||||||||||||||||||
PROFESSIONAL EXPERIENCE: • Director of Garrison Capital Inc. from 2015 to 2020, until it was acquired by Portman Ridge Finance • Trustee of First Eagle Senior Loan Fund from 2013 to • Independent trustee of Tremont Mortgage Trust from 2017 until it merged with Seven Hills Realty Trust • Independent trustee of Seven Hills Realty Trust from 2016 to May • 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 • 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 OTHER RMR PUBLIC CLIENT BOARDS(1): • Seven Hills Realty Trust (since 2021) • TravelCenters of America Inc. (since 2015) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • Portman Ridge Finance Corporation (since 2020) | | |||||||||||||||||||||||||||||||
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| | BOARD COMMITTEES Compensation (Chair) Nominating and Governance | | | | • | ||||||||||||||||||||||||||||||||||||
• President of M&G from 2007 to • Former executive vice president of the executive committee and director and partner of M&G. • Established the finance and capital markets • 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) | | |||||||||||||||||||||||||||||||||||||||||
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| Risk Oversight/Management | | | Human Capital Management | | | Financial Literacy | | | Public Company Board | | |||||||||||||||||||||
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| | CHAIR OF OUR BOARD SINCE 2019 BOARD COMMITTEES None | | | | |||||||||||||||||||||||||||||||||
• 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) • 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. (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 | | |||||||||
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| | BOARD COMMITTEES Audit Compensation | | | | • | ||||||||||||||||||||||||||||||||
• Director of North American Supply Chain for Ocean Spray Cranberries Inc. • Member of the board of visitors of Northeastern University’s D’Amore-McKim School of • Member of the Supply Chain Advisory • 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 | | |||||||||||||||||||||||||||||||||||||
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| | | | | | | Yael Duffy Age: | | | | | | | | President since 2022 Chief Operating Officer since 2020 | | | | | | | |||||||
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| | | | | | Ms. Duffy serves as a senior vice president of RMR, responsible for overseeing asset management of a portfolio of office, industrial and retail properties managed by RMR, as well as RMR’s credit and business analytics teams. Ms. Duffy joined RMR in 2006 and has served in various capacities with RMR since that time. | | | | | | | ||||||||||||||||
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| | | | | | | | | | | | | Brian E. Donley Age: 48 | | | | | | | | Chief Financial Officer and Treasurer since 2022 | | | | | | | |
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| | | | | | Mr. Donley is a senior vice president of RMR and has served in various finance and accounting leadership roles at RMR since 1997. Mr. Donley has been chief financial officer and treasurer of Service Properties Trust since 2019. He has more than two decades of commercial real estate experience with REITs. Mr. Donley also served as chief financial officer and treasurer of Seven Hills Realty Trust (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund) from 2019 to 2021. Mr. Donley is a certified public accountant. Mr. Donley identifies as Caucasian and as male. | | | | | | | ||||||||||||||||
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| Members Joseph L. Morea (Chair) Bruce M. Gans 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 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 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, Ms. Harris Jones and Mr. | |
| 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. Dr. Gans and Mr. Morea served on our Nominating and Governance Committee until June 1, 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 ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
Bruce M. Gans | | | ��� | 90,000 | | | | | 89,670 | | | | | — | | | | | 179,670 | | | | | | 92,500 | | | | | 52,745 | | | | | — | | | | | 145,245 | | | ||||||||
Lisa Harris Jones | | | | 87,500 | | | | | 89,670 | | | | | — | | | | | 177,170 | | | | | | 90,000 | | | | | 52,745 | | | | | — | | | | | 142,745 | | | ||||||||
Matthew P. Jordan(3)(4) | | | | — | | | | | 52,745 | | | | | — | | | | | 52,745 | | | |||||||||||||||||||||||||||||
Joseph L. Morea | | | | 92,500 | | | | | 89,670 | | | | | — | | | | | 182,170 | | | | | | 95,000 | | | | | 52,745 | | | | | — | | | | | 147,745 | | | ||||||||
John G. Murray(4) | | | | — | | | | | 89,670 | | | | | — | | | | | 89,670 | | | |||||||||||||||||||||||||||||
John G. Murray(4)(5) | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||
Adam D. Portnoy(4) | | | | — | | | | | 89,670 | | | | | — | | | | | 89,670 | | | | | | — | | | | | 52,745 | | | | | — | | | | | 52,745 | | | ||||||||
Kevin C. Phelan | | | | 92,500 | | | | | 89,670 | | | | | — | | | | | 182,170 | | | | | | 90,000 | | | | | 52,745 | | | | | — | | | | | 142,745 | | | ||||||||
June S. Youngs | | | | 88,856 | | | | | 52,745 | | | | | — | | | | | 141,601 | | |
| | | | | |
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 | | | | 813,708 | | | 1.24% | | 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. | | | | | 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. | | ||||||
John G. Murray | | | | 54,925 | | | Less than 1% | | | | | | | 54,925 | | | Less than 1% | | | | ||||||
Richard W. Siedel, Jr. | | | | 17,464 | | | Less than 1% | | | | ||||||||||||||||
Matthew P. Jordan | | | | 48,152 | | | Less than 1% | | | | ||||||||||||||||
Lisa Harris Jones | | | | 15,720 | | | Less than 1% | | | | | | | 19,660 | | | Less than 1% | | | | ||||||
Richard W. Siedel(2) | | | | 19,472 | | | 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. | | ||||||||||||||||
Bruce M. Gans | | | | 14,000 | | | Less than 1% | | | | | | | 17,500 | | | Less than 1% | | | | ||||||
Joseph L. Morea | | | | 14,000 | | | Less than 1% | | | | | | | 17,500 | | | Less than 1% | | | | ||||||
Kevin C. Phelan | | | | 11,003 | | | Less than 1% | | | | ||||||||||||||||
Yael Duffy | | | | 10,400 | | | Less than 1% | | | | | | | 16,682 | | | Less than 1% | | | | ||||||
Brian E. Donley | | | | 4,340 | | | Less than 1% | | | | ||||||||||||||||
June S. Youngs | | | | — | | | Less than 1% | | | | | | | 3,500 | | | Less than 1% | | | | ||||||
All Trustees, the Trustee nominees, named executive officers and other executive officers as a group (nine persons) | | | | 951,220 | | | 1.45% | | | | ||||||||||||||||
All Trustees, the Trustee nominees and executive officers as a group (nine persons) | | | | 962,375 | | | 1.5% | | | |
| | | | | |
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 | | | | 12,213,379 | | | | | 18.7% | | �� | | Based on a Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock reporting that, at December 31, 2021, BlackRock beneficially owned and had sole dispositive power over 12,213,379 Common Shares and sole voting power over 11,654,298 Common Shares. | | | | | 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 | | | | 10,421,951 | | | | | 15.9% | | | Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by Vanguard reporting that, at December 31, 2021, Vanguard beneficially owned 10,421,951 Common Shares and had shared voting power over 118,520 Common Shares, sole dispositive power over 10,251,212 Common Shares and shared dispositive power over 170,739 Common Shares. | | | | | 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 | | | | 3,763,018 | | | | | 5.8% | | | Based on a Schedule 13G filed with the SEC on February 11, 2022 by State Street reporting that, at December 31, 2021, State Street beneficially owned 3,763,018 Common Shares and had shared voting power over 3,196,391 Common Shares, sole dispositive power over 0 Common Shares and shared dispositive power over 3,763,018 Common Shares. | | | | | 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. | |
| | | | | |
| PROPOSAL 2: | | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
| | | | | |
| | | 2023 Proxy Statement | | | 37 | |
| 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. | | | |
| 38 | | | | | 2023 Proxy Statement | |
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 | |
| | | 2023 Proxy Statement | | | 39 | |
| 40 | | | | | 2023 Proxy Statement | |
| | | 2023 Proxy Statement | | | 41 | |
| 42 | | | | | |
| | | | | 43 | |
Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | | Year | | Salary(1) | | Bonus(1) | | Stock Awards ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||||||
Yael Duffy (3) Vice President and Chief Operating Officer | | | | | 2021 | | | —(5) | | —(5) | | | | 129,900 | | | | | 7,498 | | | | | 137,398 | | | ||||||||||||||||||||||||||||||||||||
| | | 2020 | | | —(5) | | —(5) | | | | 113,250 | | | | | 3,023 | | | | | 116,273 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | —(5) | | —(5) | | | | 32,535 | | | | | 693 | | | | | 33,228 | | | ||||||||||||||||||||||||||||||||||||||
Richard W. Siedel, Jr. Chief Financial Officer and Treasurer | | | | | 2021 | | | —(5) | | —(5) | | | | 129,900 | | | | | 24,090 | | | | | 153,990 | | | ||||||||||||||||||||||||||||||||||||
| | | 2020 | | | —(5) | | —(5) | | | | 113,250 | | | | | 9,900 | | | | | 123,150 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | —(5) | | —(5) | | | | 108,450 | | | | | 6,270 | | | | | 114,720 | | | ||||||||||||||||||||||||||||||||||||||
John G. Murray (4) President and Chief Executive Officer | | | | | 2021 | | | —(5) | | —(5) | | | | 479,370 | | | | | 30,855 | | | | | 510,225 | | | ||||||||||||||||||||||||||||||||||||
| | | 2020 | | | —(5) | | —(5) | | | | 405,445 | | | | | 20,625 | | | | | 426,070 | | | ||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | —(5) | | —(5) | | | | 381,540 | | | | | 6,435 | | | | | 387,975 | | | ||||||||||||||||||||||||||||||||||||||
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 | | |
| 44 | | | | | |
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 | | | | 9/15/2021 | | | | | 5,000 | | | | | 129,900 | | | | | | 9/14/2022 | | | | | 7,500 | | | | | 51,225 | | | ||||||
Brian E. Donley | | | | 9/14/2022 | | | | | 1,500 | | | | | 10,245 | | | ||||||||||||||||||||||
John G. Murray | | | | 9/14/2022 | | | | | 15,000 | | | | | 102,450 | | | ||||||||||||||||||||||
Richard W. Siedel Jr. | | | | 9/15/2021 | | | | | 5,000 | | | | | 129,900 | | | | | | 9/14/2022 | | | | | 3,500 | | | | | 23,905 | | | ||||||
John G. Murray | | | | 9/15/2021 | | | | | 15,000 | | | | | 389,700 | | |
| | | | | | | 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 | | | | | 2021 | | | | | 4,000 | | | | | 100,200 | | | | | 2022 | | | | 6,000 | | | | | 19,620 | | | ||||
| | | 2020 | | | | | 3,000 | | | | | 75,150 | | | | 2021 | | | | 3,000 | | | | | 9,810 | | | |||||||
| | | 2019 | | | | | 600 | | | | | 15,030 | | | | 2020 | | | | 2,000 | | | | | 6,540 | | | |||||||
| | | 2018 | | | | | 60 | | | | | 1,503 | | | | 2019 | | | | 300 | | | | | 981 | | | |||||||
Richard W. Siedel, Jr. | | | | | 2021 | | | | | 4,000 | | | | | 100,200 | | | ||||||||||||||||||
| | | 2020 | | | | | 3,000 | | | | | 75,150 | | | ||||||||||||||||||||
| | | 2019 | | | | | 2,000 | | | | | 50,100 | | | ||||||||||||||||||||
| | | 2018 | | | | | 1,000 | | | | | 25,050 | | | ||||||||||||||||||||
Brian E. Donley(3) | | | 2022 | | | | 1,200 | | | | | 3,924 | | | |||||||||||||||||||||
| 2021 | | | | 600 | | | | | 1,962 | | | |||||||||||||||||||||||
| 2020 | | | | 400 | | | | | 1,308 | | | |||||||||||||||||||||||
| 2019 | | | | 140 | | | | | 458 | | | |||||||||||||||||||||||
John G. Murray(4) | | | | | 2021 | | | | | 12,000 | | | | | 300,600 | | | | | 2022 | | | | 12,000 | | | | | 39,240 | | | ||||
| | | 2020 | | | | | 9,000 | | | | | 225,450 | | | | 2021 | | | | 9,000 | | | | | 29,430 | | | |||||||
| | | 2019 | | | | | 6,000 | | | | | 150,300 | | | | 2020 | | | | 6,000 | | | | | 19,620 | | | |||||||
| | | 2018 | | | | | 500 | | | | | 12,525 | | | | 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 | | |
| | | | | 45 | |
| | 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 | | | | 2,360 | | | | | 61,054 | | | | | | 3,860 | | | | | 26,241 | | | ||||
Brian E. Donley(2) | | | | 900 | | | | | 6,125 | | | |||||||||||||||
John G. Murray(3) | | | | 12,500 | | | | | 84,980 | | | |||||||||||||||
Richard W. Siedel Jr. | | | | 4,000 | | | | | 103,740 | | | | | | 4,700 | | | | | 32,061 | | | ||||
John G. Murray(3) | | | | 9,500 | | | | | 245,670 | | |
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) | | ||||||||||||||||
Yael Duffy | | | | 7,660 | | | | | 191,883 | | | | | | 11,300 | | | | | 36,951 | | | ||||
Brian E. Donley(2) | | | | 2,340 | | | | | 7,652 | | | |||||||||||||||
John G. Murray(3) | | | | 30,000 | | | | | 98,100 | | | |||||||||||||||
Richard W. Siedel Jr. | | | | 10,000 | | | | | 250,500 | | | | | | 8,800 | | | | | 28,776 | | | ||||
John G. Murray(3) | | | | 27,500 | | | | | 688,875 | | |
| 46 | | | | | 2023 Proxy Statement | |
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 $100 investment based on: | | | Net Income ($000s) | | ||||||||||||||||||||||||||||||
| Total Shareholder Return | | | Peer Group Total Shareholder Return** | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Yael Duffy | | | John Murray | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
2022 | | | | $ | 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 | | |
2020 | | | | | — | | | | | | — | | | | | | 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 | | |||||||||||||||||||||
| 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 | |
| 48 | | | | | 2023 Proxy Statement | |
| | | 2023 Proxy Statement | | | 49 | |
| PROPOSAL 3: | | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | |
| | 2021 Fees(1) | | 2020 Fees | | | 2022 Fees(1) | | 2021 Fees | | ||||||||||||||||
Audit Fees | | | $ | 621,613 | | | | $ | 621,477 | | | | | $ | 1,277,227 | | | | $ | 648,363 | | | ||||
Audit Related Fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Tax Fees | | | | 7,350 | | | | | — | | | | | | 7,350 | | | | | 7,350 | | | ||||
All Other Fees | | | | 812 | | | | | 948 | | | | | | 948 | | | | | 812 | | |
| | | 2020 Fees | | |||
Audit Fees | | | | $ | 52,000 | | |
Audit Related Fees | | | | | — | | |
Tax Fees | | | | | 7,000 | | |
All Other Fees | | | | | 992 | | |
| 50 | | | | | 2023 Proxy Statement | |
| | | | | 51 | |
| 52 | | | | | |
| | | | | 53 | |
| 54 | | | | | |
| | | | | 55 | |
| 56 | | | | | 2023 Proxy Statement | |
| | | | | 57 | |
| 58 | | | | | |
| | | | | 59 | |
| | | | | A-1 | |
| A-2 | | | | | 2023 Proxy Statement | |
| | | 2023 Proxy Statement | | | A-3 | |
| A-4 | | | | | |