Jeffrey P. Somers
About Jeffrey P. Somers
Jeffrey P. Somers (age 82) is an Independent Trustee of Diversified Healthcare Trust (DHC) since 2009; he previously served as Lead Independent Trustee from 2015–2018. He chairs DHC’s Nominating and Governance Committee and sits on the Audit and Compensation Committees; the Board has affirmatively determined he is independent under Nasdaq and SEC standards. His background includes legal, governance, and regulatory expertise as a former SEC staff attorney and managing partner at law firms, with additional experience on public REIT boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morse, Barnes-Brown & Pendleton, PC | Member; Managing Member for six years | 1995–2009 | Law firm leadership; governance experience |
| Gadsby Hannah LLP (now McCarter & English, LLP) | Partner; Managing Partner for eight years | >20 years prior to 1995 | Legal/leadership; corporate governance |
| U.S. SEC (Washington, D.C.) | Staff Attorney | Prior to private practice | Regulatory and public policy experience |
| Cantella Management Corp. | Director | 2002–Jan 2014 | Financial services oversight (broker-dealer holding company) |
| Pictet Funds | Trustee | 1995–2001 | Investment company governance |
| Glover Hospital (now part of Beth Israel Deaconess) | Trustee | Not specified | Non-profit healthcare governance |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Independent Trustee | Since 2009 | Audit; Nominating & Governance (Chair) |
| Seven Hills Realty Trust (SEVN) | Independent Trustee | Since 2009 | Audit (Chair) |
| Tremont Mortgage Trust | Trustee | 2017–2020 | Not specified |
| Select Income REIT | Trustee | 2012–2018 (merged into OPI) | Not specified |
Board Governance
| Governance Item | Detail |
|---|---|
| Committee Assignments (DHC) | Audit; Compensation; Nominating & Governance (Chair) |
| Committee Activity (2024) | Audit: 8 meetings; Compensation: 5 meetings; Nominating & Governance: 1 meeting |
| Independence | Board determined Somers is independent under Nasdaq/SEC criteria and DHC governing documents |
| Attendance | In 2024, each then-Trustee attended ≥75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting |
| Executive Sessions | Independent Trustees meet at least twice per year in executive session; led by the Lead Independent Trustee |
| Board Leadership | Declassified board; annual elections; Lead Independent Trustee role defined (currently Ms. Harris Jones) |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard Independent Trustee fee |
| Committee chair fees | $15,000 | Nominating & Governance Chair (Somers) |
| Audit/Comp chair fees (reference) | $20,000 / $15,000 | Not applicable to Somers at DHC in 2024 |
| Lead Independent Trustee fee (reference) | $17,500 | Not applicable to Somers in 2024 |
| Total cash (Somers, 2024) | $100,000 | $85,000 + $15,000 |
Performance Compensation
| Equity Element (2024) | Grant Detail | Vesting |
|---|---|---|
| Annual Trustee share award | 37,037 Common Shares; grant date value $90,000 | Trustee Common Share awards fully vested on grant date (May 31, 2024) |
| Director equity program structure | Trustees receive annual Common Share awards for service | Share award plan administered by Compensation Committee |
No director-specific performance metrics (e.g., TSR/EBITDA targets) are tied to Trustee compensation; equity awards are for board service and align interests with shareholders .
Other Directorships & Interlocks
- Somers serves on boards of other RMR-managed REITs (OPI, SEVN), including chairing key committees externally (OPI N&G Chair; SEVN Audit Chair), creating interlocks within the RMR client network .
- DHC’s Compensation Committee disclosure notes members, including Somers, also serve as independent trustees of other public RMR Clients .
Expertise & Qualifications
- Legal/regulatory governance: former SEC staff attorney; long-tenured law firm managing partner .
- Financial literacy and REIT governance: extensive board committee experience across public REITs .
- Public policy and complex transactions experience via government service and legal practice .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey P. Somers | 135,537 | Less than 1% | As of March 13, 2025 |
| Stock Ownership Guideline | 100,000 shares | N/A | Each Trustee expected to retain ≥100,000 shares; as of Mar 13, 2025, all Trustees have met or are expected to meet |
Governance Assessment
- Strengths:
- Independent status affirmed; chairs the Nominating & Governance Committee—central to board refreshment, independence assessments, succession planning .
- Good engagement/attendance (≥75% of meetings; all Trustees at annual meeting) .
- Equity ownership exceeds the 100,000-share guideline, supporting alignment .
- DHC prohibits hedging by board members, reinforcing alignment .
- Potential conflicts/related-party exposure:
- DHC is externally managed by The RMR Group LLC, paying business management fees ($16.5 million in 2024) and property management/construction supervision fees ($7.7 million in 2024), plus reimbursements (~$15.0 million) and combined D&O insurance participation—Somers also serves on boards of other RMR Clients, which may concentrate governance networks; the Board nonetheless determined independence .
- Cross-appointments to RMR-managed REITs (OPI, SEVN) and committee chairs externally increase information flow but warrant ongoing monitoring for conflicts (noted by DHC in Compensation Committee interlocks disclosure) .
- Board effectiveness signals:
- Declassification and annual elections; Korn Ferry engagement for refreshment; majority independent composition targeted (71% following 2025 meeting) .
- Independent committee structure with defined responsibilities; executive sessions for independent trustees .
Overall: Somers brings deep legal and governance expertise, chairs key governance functions at DHC and external RMR-managed boards, maintains strong attendance and ownership alignment. The RMR-managed structure and interlocks represent a related-party exposure that is actively disclosed and overseen; investors should monitor committee decisions and related-person transactions for independence rigor .