Alan Felder
About Alan Felder
Alan Felder (age 53) is an Independent Trustee of Diversified Healthcare Trust (DHC), first appointed in 2025. He brings over two decades of real estate and investment banking experience, including leadership in capital markets, M&A, and private financing. Education not disclosed in the proxy profile. Core credentials include financial expertise, investment expertise, and deep CRE/REIT experience; he currently serves on DHC’s Audit Committee as a member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Investment Bank | Managing Director, Head of Real Estate, Lodging & Leisure, Americas | 2016–2024 | Led sector coverage; capital raising and strategic transactions |
| UBS Investment Bank | Managing Director, Head of Private Financing Markets | 2019–2024 | Structured private financings (concurrent with sector head role) |
| UBS Investment Bank | Managing Director, Mergers & Acquisitions | 2008–2016 | Executed M&A advisory mandates |
| Donaldson, Lufkin & Jenrette (DLJ) | Investment Banking Division | 1993–1999 | Investment banking roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other RMR public client boards; no other non-RMR public boards disclosed |
Board Governance
- Independence: The Board determined Mr. Felder meets Nasdaq/SEC independence standards and DHC’s governance definitions; no material relationship with DHC, The RMR Group Inc., or other RMR clients was found that could impair judgment .
- Committee assignments: Audit Committee member (effective March 20, 2025); Audit Committee chaired by Dawn K. Neher; 8 meetings in 2024 (Felder joined in 2025) .
- Expected 2025 board composition: Independent Trustee; listed on the slate of nominees for 2025 .
- Board activity/engagement context: Board held 6 meetings in 2024; each then-serving trustee attended ≥75% of board/committee meetings; independent trustees meet in executive session at least twice annually; Lead Independent Trustee is Lisa Harris Jones .
Fixed Compensation
| Component | Amount | Detail/Timing |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $85,000 | Standard annual fee for Independent Trustees |
| Committee Chair fees (if applicable) | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $15,000 | Only applies if chairing; Felder is not a chair |
| Lead Independent Trustee fee (if applicable) | $17,500 | Only for Lead Independent Trustee (not Felder) |
| Equity retainer (annual) | $90,000 in common shares | 37,037 shares granted in 2024 to each then‑serving trustee; fully vested at grant |
| 2024 compensation status | — | Felder joined in 2025 and “did not receive any compensation in 2024” |
Performance Compensation
Directors are not on performance-based pay plans. Annual equity grants to trustees are service-based and fully vested at grant; no performance metrics (TSR, EBITDA, etc.) apply to director equity awards .
| Performance Metric | FY2024 Target | FY2024 Result | Payout Impact |
|---|---|---|---|
| Not applicable to non‑employee directors | — | — | No performance conditions on director equity; awards vest immediately |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed |
| RMR client boards | None |
| Potential interlocks | None identified; board independence affirmed |
Expertise & Qualifications
- Capital markets and investment banking leadership (sector head, private financing, M&A)
- Financial and investment expertise; CRE/REIT experience
- Risk oversight orientation via Audit Committee service
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Alan Felder | — | <1% | Reported as “—” as of March 13, 2025 |
| Trustee stock ownership guideline | 100,000 shares | — | Must be met within four years of initial election; as of March 13, 2025, all trustees have met or are expected to meet guidelines |
| Hedging | Prohibited | — | Hedging in DHC securities prohibited by Insider Trading Policy |
Governance Assessment
-
Strengths
- Independence confirmed; no material relationships with RMR or RMR clients (key given DHC’s external management) .
- Relevant financial and CRE expertise; immediate placement on Audit Committee supports board oversight of reporting, risk, and controls .
- No other public board roles; minimizes interlocks and potential time/attention conflicts .
-
Watch items
- Ownership alignment: zero reported beneficial ownership as of the 2025 record date; he is expected to build holdings to meet the 100,000-share guideline within the required window .
- New appointee: no 2024 attendance record (joined 2025); Audit Committee had 8 meetings in 2024, so monitoring future engagement/attendance will be important .
- External manager context: DHC is managed by The RMR Group; while committees are fully independent and oversee agreements, the structure warrants continued scrutiny for related‑party dynamics and incentive alignment (RMR fee design and oversight) .
-
Red flags observed
- None specific to Mr. Felder disclosed; no related‑party transactions or conflicts involving him are identified in the proxy, and independence was affirmatively determined .