Christopher J. Bilotto
About Christopher J. Bilotto
Christopher J. Bilotto, 47, is President and Chief Executive Officer of Diversified Healthcare Trust (DHC) since January 1, 2024 and a Managing Trustee since 2024; he serves on no board committees and is non‑independent due to his executive role . In 2024 under DHC’s Pay‑Versus‑Performance disclosure, “Compensation Actually Paid” to the PEO (Bilotto) was $251,245, while the value of a $100 investment in DHC over the measured period stood at $31.21 vs the MSCI U.S. Health Care REIT peer at $115.25; DHC reported a 2024 net loss of $(370,272) thousand . DHC has no employees and its officers are employed and paid by The RMR Group (RMR), with DHC providing only equity awards; in 2024, RMR paid the two DHC NEOs an aggregate $750,000 base salary and $1,367,500 discretionary cash bonuses (not allocated by individual) .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | President & CEO | Since 2024 | Leads portfolio repositioning and operations in RMR-managed structure . |
| DHC | Managing Trustee | Since 2024 | Board service; no committee assignments . |
| The RMR Group (RMR) | Executive Vice President | Since 2023 | Responsible for acquisitions, asset management (hotel/senior living), development/redevelopment across U.S. . |
| The RMR Group (RMR) | Senior Vice President; Vice President | 2020–2023; 2016–2020 | Oversaw asset/portfolio management; previously Senior Area Director, West Region . |
| Service Properties Trust (SVC) | President & CEO | Since Mar 2025 | Concurrent leadership of another RMR client REIT . |
| Office Properties Income Trust (OPI) | CEO (Oct–Dec 2023); President (2021–Dec 2023); COO (2020–2023); VP (2019–2020) | 2019–2023 | Senior officer roles across operations and strategy . |
| General Growth Properties | Property/asset management roles | Prior to 2011 | Managed shopping mall and mixed‑use assets in NM, AZ, CA . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Service Properties Trust (SVC) | Managing Trustee (board) | Since 2025 | Other RMR public client board . |
| Other public company boards (non‑RMR) | — | — | None . |
| Professional affiliations | Member | — | National Association of Office and Industrial Properties . |
Fixed Compensation
DHC pays no cash compensation to executives; all cash is paid by RMR. DHC provides equity awards; “all other” reflects distributions on unvested DHC shares.
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Christopher J. Bilotto (PEO) | 2024 | — | — | 339,997 | 1,611 | 341,608 |
Notes:
- RMR cash compensation to DHC’s two NEOs (aggregate): base salary $750,000; discretionary bonuses $1,367,500 (4.9% of DHC fees/reimbursements to RMR); RMR does not set specific bonus targets and uses a holistic evaluation; individual allocations are not disclosed .
Performance Compensation
DHC uses time‑based restricted common share awards (no options) with 20% immediate vesting and 20% annually over four years; awards may accelerate on Change in Control or a Termination Event; RMR Inc. also granted Bilotto equity in RMR Inc. with similar vesting.
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2024 DHC Grant (PEO) | Grant Date | Shares Granted (#) | Grant Date Fair Value ($) | Vesting | |---|---:|---:|---| | 9/11/2024 | 74,626 | 249,997 | 20% on grant; 20% on each anniversary over 4 years . |
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2024 Vested (DHC) | Name | Shares Vested in 2024 (#) | Value Realized ($) | |---|---:|---:| | Christopher J. Bilotto | 24,726 | 84,896 |
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Unvested DHC Awards at 12/31/2024 (PEO) | Grant Year | Unvested Shares (#) | Market Value ($) | |---|---:|---:| | 2024 | 59,700 | 137,310 | | 2023 | 9,000 | 20,700 | | 2022 | 6,000 | 13,800 | | 2021 | 3,000 | 6,900 | | Total | 77,700 | 178,710 |
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Acceleration on Change in Control or Termination Event | Name | Unvested Shares that would Vest (#) | Value at 12/31/2024 ($) | Trigger Mechanics | |---|---:|---:|---| | Christopher J. Bilotto | 77,700 | 178,710 | Full vesting on “Change in Control” or “Termination Event” (RMR ceases to be manager/shared services provider), per plan . |
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RMR Inc. Equity (awarded by RMR Inc.) | Year | Security | Shares | Grant Date Fair Value ($) | Vesting | |---|---|---:|---:|---| | 2024 | RMR Inc. Class A | 6,124 | 149,977 | 20% on grant; 20% annually for 4 years; subject to service at RMR/RMR clients . |
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Incentive Metrics Overview | Program | Metrics used | Weighting | Targets | Actuals | Payout Basis | Vesting | |---|---|---|---|---|---|---| | DHC executive equity | None (time‑based awards) | N/A | N/A | N/A | Time‑based | 20% now, 20% x4 years | | RMR cash bonus (paid by RMR) | Holistic qualitative/quantitative evaluation; no preset targets | Discretionary | Not set | Not disclosed by individual | Cash bonus | N/A |
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Plan design changes and practices: DHC set fixed dollar values for 2024 awards ($250k PEO), determined by Compensation Committee; DHC does not grant stock options to NEOs .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (#) | % Outstanding | Notes |
|---|---|---|---|
| Christopher J. Bilotto | 151,294 | <1% | As of March 13, 2025; 241,236,272 shares outstanding . |
- Vested vs unvested (as of 12/31/2024): Unvested total 77,700 DHC shares (see table above) . Options: none granted to NEOs under current practice .
- Pledging/Hedging: Hedging is expressly prohibited for trustees and officers; holding in margin accounts or pledging Company securities requires approval of Managing Trustees; pre‑clearance and blackout rules apply; Rule 10b5‑1 plans require prior approval and are disclosed per SEC requirements .
- Ownership guidelines (Trustees): Each Trustee expected to retain at least 100,000 DHC shares within specified timeframes; as of March 13, 2025, all Trustees have met or are expected to meet the guideline .
Upcoming vesting and potential selling pressure (PEO):
| Vest Date | Grant Year | Shares Scheduled to Vest (#) | Basis |
|---|---|---|---|
| 9/15/2025 | 2021 | 3,000 | Final 1/5 tranche; grant date 9/15/2021; 20% per year . |
| 9/14/2025 | 2022 | 3,000 | Third 1/5 tranche; grant date 9/14/2022 . |
| 9/13/2025 | 2023 | 3,000 | Second 1/5 tranche; grant date 9/13/2023 . |
| 9/11/2025 | 2024 | 14,925 | Second 1/5 tranche; grant date 9/11/2024; 74,626 total → 14,925 per tranche (rounded) . |
| Total 2025 | — | 23,925 | Sum of scheduled tranches (derived from plan and grants) . |
Employment Terms
- Appointment and agreements: Appointed President & CEO effective Jan 1, 2024; DHC entered an indemnification agreement substantially similar to those with other trustees/officers .
- Employer: Officers are employed and compensated by RMR; DHC pays no cash compensation to executives .
- Severance/Change‑in‑Control: No disclosed cash severance multiples at DHC. Under DHC’s equity plan, all unvested DHC share awards vest upon a “Change in Control” or “Termination Event” (RMR ceasing to be manager/shared services provider), which for the PEO would have vested 77,700 shares valued at $178,710 as of 12/31/2024 .
- Forfeiture: Unvested DHC shares may be forfeited if the recipient ceases to render significant services to DHC, RMR, an RMR Client, or affiliates during the vesting period .
- Clawbacks/Tax gross‑ups: No DHC clawback disclosed in proxy excerpts; RMR states no tax gross‑ups and no guaranteed bonuses under its practices .
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Managing Trustee since 2024; no committee assignments . |
| Independence | Managing Trustee (non‑independent by virtue of executive role) . |
| Attendance | In 2024, Board held 6 meetings; each then‑Trustee attended at least 75% of Board/committee meetings served . |
| Director compensation | 2024 trustee award of DHC common shares valued at $90,000 (37,037 shares) to each then‑Trustee; Managing Trustees receive no cash for board service . |
| Trustee ownership guideline | 100,000 shares; all Trustees have met or are expected to meet within required periods (as of Mar 13, 2025) . |
| Compensation Committee | Comprised solely of independent trustees; members: Hollis (Chair), Harris Jones, Neher, Somers; 5 meetings in 2024 . |
| Compensation consultant | Ferguson Partners advised on 2025 Amended & Restated Equity Plan sizing/design . |
Dual‑role implications and related‑party context:
- Bilotto serves as both CEO and Managing Trustee at DHC, and as President & CEO and director at SVC (another RMR‑managed REIT), which may raise oversight/independence considerations common to externally managed REIT structures .
- DHC’s executives are RMR employees; management agreements pay RMR base fees (lower of historical property cost or market cap) and potential incentive fees tied to 3‑year TSR vs a REIT index; DHC reimbursed ~$15.0 million of certain costs to RMR in 2024, underscoring related‑party dynamics .
Investment Implications
- Alignment and retention: Material time‑based DHC equity (77.7k unvested shares at 12/31/24) and trustee ownership guidelines support alignment, but absence of performance‑conditioned equity (no PSUs/options) dilutes pay‑for‑performance rigor; 2025 vesting of ~23.9k shares creates predictable supply events that can signal selling pressure if used to cover taxes/liquidity .
- Change‑in‑control economics: Single‑trigger vesting on CoC/Termination Event accelerates all unvested awards (178.7k value at 12/31/24), which can incentivize deal acceptance but is shareholder‑unfriendly vs double‑trigger constructs .
- External manager and governance risk: Cash pay set and paid by RMR with discretionary bonuses and cross‑client responsibilities introduces potential conflicts; board is majority independent but CEO‑trustee dual role and multiple RMR‑client roles warrant monitoring of decision quality and related‑party transactions .
- Track record and execution risk: 2024 PVP shows weak TSR performance versus peers ($31.21 vs $115.25 peer index) and a significant net loss, increasing pressure to execute portfolio strategy; bonus decisions are holistic (no set targets), limiting transparency of accountability .
- Trading policies: Prohibitions on hedging and restrictions on pledging/margin accounts (approval required) reduce misalignment and forced‑sale risk; 10b5‑1 preclearance supports orderly trading around vest events .
Appendix: Additional Data Tables
Pay Versus Performance summary (PEO):
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | DHC TSR ($100→) | Peer TSR ($100→) | Net Income (Loss) ($000s) |
|---|---|---|---|---|---|
| 2024 | 341,608 | 251,245 | 31.21 | 115.25 | (370,272) |
Beneficial ownership context: | Total DHC Shares Outstanding (as of 3/13/2025) | 241,236,272 |
Key policy excerpts (insider trading/hedging/pledging):
- Hedging prohibited for trustees and officers .
- No margin accounts or pledging without Managing Trustees’ approval; restrictions on standing/limit orders .
- Rule 10b5‑1 plan pre‑approval required; blackout periods observed; quarterly disclosure of insider plans per SEC rules .
Related‑party overview:
- RMR fee structure and incentive alignment (3‑year TSR relative to index) .
- 2024 reimbursements to RMR of approximately $15.0 million .
8‑K appointment/agreements:
- CEO appointment effective 1/1/2024; indemnification agreement entered .