Dawn K. Neher
About Dawn K. Neher
Independent Trustee of Diversified Healthcare Trust (DHC), age 68, serving since 2024; Chair of the Audit Committee and member of the Compensation Committee. Career background includes CFO roles and senior finance leadership across commercial real estate, with over 35 years of experience in real estate development, management, and financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Back East Consulting LLC | Principal | Since 2013 | Advises on finance and real estate matters |
| Cambridge Innovation Centers | Chief Financial Officer; Director at Large | 2019–2021 | Senior finance and governance responsibilities |
| New England Development | Chief Financial Officer | 1998–2013 | Led finance; previously EVP, Finance & Acquisitions (1995–1998) |
| Aetna Realty Investors (now UBS Realty Investors) | Vice President, Equity Investments | 1986–1989 | Institutional real estate investment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Boston Club | Corporate Board Committee (member); Director at Large | Member since 2013; Director at Large 2013–2016 | Board diversity and governance advocacy |
| National Association of Corporate Directors (NACD) | Member | Since 2013 | Governance education and director standards |
| Commercial Real Estate Women (CREW) | Legacy Council Member | Since 2012 | Industry leadership and advocacy |
| International Council of Shopping Centers (ICSC) | Member and Panel Speaker | Since 1989 | Property sector expertise |
| Pension Real Estate Association (PREA) | Member | Since 2010 | Institutional real estate network |
| Urban Land Institute (ULI) | Member; Urban Mixed Use Development Council Member | Member since 1989; Council since 2019 | Development best practices |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member). Audit Committee responsibilities include oversight of financial reporting integrity, internal audit, auditor independence, risk management (including cybersecurity and use of AI), and legal/regulatory compliance; Compensation Committee oversees RMR/Executive evaluations, equity awards, and trustee pay .
- Meeting cadence and attendance: Board met 6 times in 2024; Audit met 8 times; Compensation met 5 times. All trustees then in office attended at least 75% of applicable meetings, and each attended the 2024 annual meeting .
- Independence and leadership: Neher is affirmed independent under Nasdaq/SEC and DHC governing documents; the Board is majority independent, with 71% expected following the 2025 annual meeting. Lead Independent Trustee is Lisa Harris Jones; Independent Trustees meet at least twice annually in executive session .
- Conduct policies: DHC maintains a Code of Business Conduct and Ethics; insider trading policy includes blackout periods and preclearance; explicit prohibition on hedging by board members; committee charters published on governance site .
- Trustee ownership guidelines: Each trustee is expected to retain at least 100,000 shares within specified timelines; as of March 13, 2025, all trustees have met or are expected to meet the guidelines .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $85,000 | Standard trustee fee |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating & Governance Chair: $15,000 | Paid to chairs; Neher became Audit Chair effective March 20, 2025 (2024 cash did not include chair fee) |
| Lead Independent Trustee fee | $17,500 | Not applicable to Neher |
| Reimbursements | Travel and approved education | Standard policy |
2024 actuals (Neher):
| Year | Cash Fees | Stock Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $85,000 | $90,000 | $0 | $175,000 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual trustee equity | May 31, 2024 | 37,037 | $90,000 | All common share awards to trustees fully vested on grant date |
- Share Award Plan mechanics for executives and service providers: time-based vesting (1/5th immediate, remainder over 4 years) and accelerated vesting upon certain change-in-control or termination events; trustee awards are permitted as unrestricted shares in their entirety per plan summary and practice noted above .
- No director-specific performance metrics disclosed for trustee compensation (metrics discussed in proxy relate to executive compensation via RMR processes) .
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| Other RMR-managed public companies | None | — |
| Other non-RMR public companies | None | — |
- Compensation Committee interlocks: Committee is entirely independent; no cross-compensation committee interlocks or reciprocal board service by DHC executives in 2024. Some committee members (Somers, Harris Jones) serve as independent trustees at other RMR Clients; Neher does not, reducing interlock exposure for her specifically .
Expertise & Qualifications
- Skills highlighted by DHC: Risk oversight/management, financial literacy, human capital, investment expertise, REIT/real estate, and ESG. Deep CRE finance and development background at senior executive levels .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dawn K. Neher | 37,037 | <1% | Beneficial ownership as of March 13, 2025; trustee ownership guideline requires 100,000 shares within applicable timeframe; all trustees have met or are expected to meet |
Governance Assessment
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Strengths:
- Independent status affirmed; no material relationships with RMR/RMR Inc./RMR Clients that would impair judgment .
- Chairs the Audit Committee; active cadence (8 meetings in 2024) and broad risk oversight remit including cybersecurity and AI; supports investor confidence in controls and reporting integrity .
- Board majority independence and structured executive sessions; Lead Independent Trustee role with robust responsibilities; supports balanced oversight in RMR-managed structure .
- Transparent trustee pay and equity ownership guidelines; annual equity grants directly align trustees with shareholders .
-
Potential conflicts/RED FLAGS (mitigants noted):
- RMR-managed model with extensive related-party transactions (fees to RMR; ABP Trust/Adam Portnoy significant ownership). Board policies require majority disinterested trustee review/approval of related-party transactions; Neher is classified independent under those reviews .
- Equity plan provides accelerated vesting on change-in-control/termination events (alignment risk if triggered by manager termination); however trustee awards have been granted as fully vested, reducing reliance on accelerations for trustee grants .
- Ownership alignment: Neher’s beneficial ownership (37,037 shares) is below the 100,000-share guideline today, though the company states trustees have met or are expected to meet guidelines within the applicable timeframe, which partially mitigates the alignment concern .
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Engagement and attendance:
- Board/committee meeting attendance thresholds met in 2024; executive sessions at least twice per year; signals engagement .
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Policy safeguards:
- Insider trading policy with blackout/preclearance; explicit hedging prohibitions for board members; committee charters and governance materials available, enhancing transparency .