Lisa Harris Jones

About Lisa Harris Jones

Lisa Harris Jones (57) is an Independent Trustee of Diversified Healthcare Trust (DHC), serving since 2015 and as Lead Independent Trustee since December 2018. She is the founding and managing member of Harris Jones & Malone, LLC, a Maryland law firm focused on lobbying, government relations and procurement; prior work included corporate securities, M&A, real estate financing and land use law at other Maryland firms. Education is not disclosed; her core credentials emphasize legal, regulatory, public policy, and real estate expertise with recognition among “Most Influential Black Corporate Directors” by Savoy Magazine .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Harris Jones qualifies as independent under Nasdaq/SEC criteria and DHC governing documents .
• Lead Independent Trustee: She currently serves as Lead Independent Trustee. Responsibilities include presiding over executive sessions, calling meetings of Independent Trustees, serving as liaison to management, assisting Compensation Committee in evaluations, authorizing advisors for Independent Trustees, and engaging with shareholders as needed .
• Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Governance Committee member (the N&G Committee is chaired by Jeffrey P. Somers) .
• Attendance: In 2024 the Board held 6 meetings; each Trustee then in office attended at least 75% of Board and applicable committee meetings and attended the 2024 annual meeting of shareholders .
• Executive sessions: Independent Trustees meet at least twice per year in executive session .
• Hedging prohibition: DHC’s Insider Trading Policy expressly prohibits Board members and officers from engaging in hedging transactions involving DHC securities .

Committee Activity (2024)

Fixed Compensation (Director)

Performance Compensation (Director)

• No options or performance-conditioned RSUs/PSUs disclosed for directors; awards are full-value common shares granted annually .
• Ownership guidelines: Directors expected to retain at least 100,000 shares within specified timeframe; as of Mar 13, 2025 all Trustees met or are expected to meet the guidelines .

Other Directorships & Interlocks

Potential Investor Consideration: DHC’s Compensation Committee is comprised of Independent Trustees, some of whom serve as independent trustees at other RMR clients; the proxy discloses these relationships and notes adherence to related party review/approval processes .

Expertise & Qualifications

Equity Ownership

• Vested vs. unvested: Director grants are fully vested at grant; no vesting backlog for director awards .
• Pledging/hedging: Hedging prohibited; no pledging disclosures for Harris Jones identified in the proxy .
• Forms 3/4/5 access: DHC directs investors to view insider filings via its website/SEC; specific Form 4 transactions for Harris Jones are not detailed in the proxy .

Governance Assessment

• Strengths:

  • Long-tenured Independent Trustee with robust legal and public policy credentials; current Lead Independent Trustee role enhances Board independence and oversight .
  • Active committee membership across Audit, Compensation, and Nominating & Governance; documented attendance compliance in 2024 .
  • Director equity ownership aligns interests; meets share ownership guideline threshold .
  • Clear hedging prohibition under Insider Trading Policy bolsters alignment .

• Potential Risks/RED FLAGS:

  • Interlocks within RMR-managed ecosystem: Harris Jones serves on ILPT while DHC is managed by RMR; proxy acknowledges compensation committee interlocks with other RMR clients. While independence was affirmed, networked governance may raise perceived conflict risks; continued robust independent processes are essential .
  • Extensive related party transactions with RMR and affiliates (e.g., ~$16.5M business management fees; ~$7.7M property management fees; share awards to RMR employees), requiring persistent scrutiny via independent committees and adherence to related person transaction policies .

• Investor Implications:

  • As Lead Independent Trustee, Harris Jones has defined authority to convene executive sessions, liaise with management, and engage advisors—key levers for board effectiveness amid external management and related-party dynamics .
  • Ownership alignment and attendance support governance quality; monitoring of interlocks and RMR-related transactions remains prudent for assessing independence in practice .

Citations: 
Board/Meeting/Independence/Committees/Lead Independent duties: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:6]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:21]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:22]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:42]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:43]**
Biography/External roles/Recognition: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:31]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:32]**
Director compensation structure/values/shares: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:43]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:44]**
Ownership & guidelines: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:43]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:45]**
Hedging prohibition: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:24]**
Comp committee interlocks: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:55]**
Related-party transactions with RMR/AlerisLife: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:87]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:88]** **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:89]**
Access to insider filings: **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:76]**
Annual meeting attendance (2024): **[1075415_0001104659-25-026223_tm252346-5_def14a.htm:8]**