Matthew C. Brown
About Matthew C. Brown
Matthew C. Brown, age 43, is Chief Financial Officer and Treasurer of Diversified Healthcare Trust (DHC) since 2023; he is a certified public accountant and long-tenured finance executive at The RMR Group, where he has held various leadership roles since 2007 . Company performance context during his tenure includes DHC’s 2024 total shareholder return translating to $31.21 on an initial $100 vs $115.25 for the MSCI U.S. Health Care REIT peer index, and net loss of $370.3 million, alongside operational improvements such as SHOP occupancy reaching 80%, SHOP NOI +56% YoY, SHOP revenues +7.3% YoY, and average monthly rental rate +6.7% YoY; Office portfolio leasing achieved 397k sf with an 8.9% rent rollup and same-store occupancy >90% . He previously served as CFO/Treasurer of Office Properties Income Trust (OPI) (2019–Sep 2023) and became CFO/Treasurer of Seven Hills Realty Trust in March 2025, with appointment to CFO/Treasurer and Vice President of Tremont effective April 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Senior Vice President; responsible for accounting/finance support, tax, internal audit oversight across RMR and affiliates | Since 2019 (at RMR since 2007) | Centralized leadership of finance, tax and internal audit functions supporting DHC and other RMR Clients |
| Office Properties Income Trust (OPI) | Chief Financial Officer and Treasurer | 2019–Sep 2023 | Led finance during period including lease mix and capital structure transitions |
| Seven Hills Realty Trust | Chief Financial Officer and Treasurer | Since March 2025 | Finance leadership for mortgage REIT under RMR management |
| Tremont | Chief Financial Officer, Treasurer, Vice President | Effective April 1, 2025 | Expanded finance leadership across RMR-affiliated platforms |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Seven Hills Realty Trust | CFO & Treasurer | Since March 2025 | RMR-managed public client |
| Tremont | CFO, Treasurer, Vice President | Effective Apr 1, 2025 | RMR affiliate role |
| Office Properties Income Trust | CFO & Treasurer | 2019–Sep 2023 | Prior role before DHC CFO |
Fixed Compensation
DHC does not pay cash salary or bonus to executive officers; cash compensation is determined and paid by RMR. RMR advised that in 2024 the two DHC named executive officers (NEOs) collectively received $750,000 base salary and $1,367,500 discretionary cash bonuses (35% salary / 65% bonus mix), with no guaranteed bonuses or specific performance targets; individual base/bonus for Mr. Brown is not disclosed . DHC compensation to NEOs is via Common Share awards under the Share Award Plan (details below) .
Multi-year reported compensation at DHC (Mr. Brown):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $34,950 | $134,998 |
| All Other Compensation ($) | $1,030 (cash distributions on unvested shares) | $1,360 (cash distributions on unvested shares) |
| Total ($) | $35,980 | $136,358 |
Performance Compensation
DHC’s equity awards are time-based RSUs (Common Shares) with vesting designed to align interests and promote retention; no DHC performance metrics (e.g., revenue/EBITDA targets) are tied to these awards .
DHC share awards to Mr. Brown:
| Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| DHC RSU | 9/11/2024 | 40,298 | $134,998 | 1/5 vested at grant; remaining vests in 4 equal annual installments commencing on first anniversary, subject to continued significant services; change-in-control/termination events accelerate vesting per plan |
RMR Inc equity awards to Mr. Brown (separate from DHC):
| Grant | Year | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RMR Inc Class A | 2024 | 3,348 | $81,993 | 1/5 on award date; 1/5 annually for 4 years, subject to continued significant services and acceleration in certain circumstances |
“Pay Versus Performance” disclosure notes DHC does not use financial performance measures to link compensation actually paid by DHC to company performance; compensation actually paid reflects equity value changes under SEC rules .
Equity Ownership & Alignment
Beneficial ownership:
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 22, 2024 | 50,171 | <1% (240,418,363 shares outstanding) |
| March 13, 2025 | 86,282 | <1% (241,236,272 shares outstanding) |
Unvested DHC RSUs (as of Dec 31, 2024):
| Grant Year | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 2021 | 3,000 | $6,900 |
| 2022 | 6,000 | $13,800 |
| 2023 | 9,000 | $20,700 |
| 2024 | 32,238 | $74,147 |
Vesting and realized value (2024):
| Metric | 2024 |
|---|---|
| Shares vested (DHC awards) | 18,660 |
| Value realized on vesting ($) | $64,839 |
Insider policy and hedging/pledging:
- Hedging transactions involving DHC securities are expressly prohibited for officers ; DHC Insider Trading Policy imposes blackout periods and pre-approval for certain transactions; hedging prohibition reiterated and policy summarized (no specific pledging policy disclosure and no pledging disclosed for Mr. Brown) .
Stock ownership guidelines:
- Trustee guidelines (100,000 shares) exist; no executive officer stock ownership guidelines disclosed .
Employment Terms
- Employer: Mr. Brown is employed by The RMR Group LLC; DHC pays no cash compensation to officers and RMR determines executive cash pay for services to RMR, DHC and other RMR Clients .
- Share Award Plan: Time-based vesting as described; DHC awards are subject to accelerated vesting upon certain “Termination Events” (including specified change-in-control/termination scenarios) .
- Potential value upon Termination Event (as of Dec 31, 2024): 50,238 unvested shares would vest, implying $115,547 based on year-end closing price .
- Non-compete/non-solicit/severance multiples: Not disclosed for Mr. Brown at DHC; RMR pays/discloses cash compensation and any separation terms directly (e.g., prior CFO separation details were disclosed separately) .
- Insider Trading Policy: Prohibits hedging; requires blackout and pre-approvals for certain insiders; policy attached to 10-K; summary provided in proxy .
Performance & Track Record
Company-level indicators during Brown’s tenure:
- Pay vs Performance (FY 2024): DHC TSR equals $31.21 (initial $100 basis) vs peer TSR $115.25; net loss $(370,272) thousand .
- Operational progress (2024): SHOP occupancy reached 80%, SHOP NOI +56% YoY, SHOP revenues +7.3% YoY, average monthly rental rate +6.7% YoY; Office portfolio executed 397k sf of leases with 8.9% rent rollup and maintained >90% same-store occupancy .
Compensation Structure Analysis
- Year-over-year shift (DHC awards): 2024 DHC share award to Brown increased to $134,998 from $34,950 in 2023; awards are dollar-denominated now (e.g., $135,000 for Mr. Brown) to improve consistency year to year .
- Mix of pay: At the RMR level, cash pay remains discretionary without explicit performance targets; majority of Brown’s DHC compensation is equity-based with multi-year vesting that encourages retention .
- No options or repricing: DHC uses Common Share awards (no stock options) to reduce incentives for short-term risk-taking; no option repricing disclosures .
Say-on-Pay & Shareholder Feedback
- Advisory vote framework presented annually; compensation at DHC consists solely of equity awards to executives; shareholders are asked to approve NEO compensation each year .
Risk Indicators & Red Flags
- Hedging prohibited for officers (alignment positive); no disclosure of pledging by Mr. Brown (monitor ongoing filings) .
- Change-in-control accelerates vesting of equity (potentially higher payout sensitivity to corporate events) .
- DHC does not set specific RMR cash bonus targets for executives (less transparent link to measurable KPIs at individual level) .
Equity Ownership & Alignment – Summary Table
| Item | Status |
|---|---|
| Beneficial ownership (Mar 2025) | 86,282 shares; <1% of outstanding |
| Unvested DHC shares (Dec 2024) | 50,238 total across 2021–2024 grants |
| Hedging | Prohibited |
| Pledging | Not disclosed |
| Executive ownership guidelines | Not disclosed (trustee guidelines only) |
Investment Implications
- Retention and selling pressure: Multi-year, time-based vesting creates a retention tether; annual vesting events may add periodic supply from insiders if sales occur—monitor Form 4s and blackout schedules given hedging prohibitions and pre-approval requirements .
- Alignment: Brown’s beneficial ownership increased from 50,171 (Mar 2024) to 86,282 (Mar 2025), and he holds substantial unvested equity, aligning incentives with long-term shareholder outcomes .
- Pay-for-performance transparency: DHC’s equity awards are time-based; RMR cash bonuses are discretionary without disclosed targets, limiting direct line-of-sight between personal incentives and quantifiable DHC KPIs; however, DHC highlights operational KPIs (SHOP occupancy/NOI) and TSR context for shareholders’ evaluation .