Phyllis M. Hollis
About Phyllis M. Hollis
Phyllis M. Hollis, 69, is an Independent Trustee of Diversified Healthcare Trust (DHC) since 2023 and serves as Chair of the Compensation Committee and a member of the Audit Committee. She is a former investment banker and current CEO of Hollis Advisory LLC, with prior leadership roles at CAVU Securities; she qualifies as independent under Nasdaq and SEC standards and brings capital raising and strategic transaction expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hollis Advisory LLC | Chief Executive Officer | Since 2018 | Advisory leadership |
| CAVU Securities, LLC | CEO, CMO, COO | 2014–2018 | Investment banking operations |
| Egerie Consulting | Founder & President | 2000–2010 | Strategic consulting |
| Utendahl Capital Partners | Co-founder | 1994 | Minority-owned investment bank |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seven Hills Realty Trust (SEVN) | Independent Trustee | 2022–September 2023 | RMR public client board |
| Guild Hall (non-profit) | Finance & Investment Committee Member | Not stated | Finance/investment oversight |
| Various non-profits (visual arts) | Trustee/Committee Member | Not stated | Strategic planning, finance, impact initiatives |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member) .
- Independence: Board determined Hollis qualifies as an Independent Trustee under Nasdaq/SEC and DHC governing documents .
- Meetings: Board held 6 meetings in 2024; each then-Trustee attended at least 75% of aggregate Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Executive sessions: Independent Trustees meet at least twice per year; presided over by Lead Independent Trustee .
- Committee meeting cadence (2024): Audit—8; Compensation—5; Nominating & Governance—1; all committees are solely Independent Trustees .
- ISG framework: DHC follows ISG governance principles; strong independent leadership structure and annual elections; proactive shareholder outreach (~60% of shares engaged in 2024) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash fee ($) | $58,918 (prorated first-year service) | $85,000 |
| Committee chair fee ($) | $10,398 (Compensation Chair, partial year) | $15,000 (Compensation Chair) |
| Cash total ($) | $69,316 | $100,000 |
| Equity award—shares | 20,000 shares (award date Sept 26, 2023) | 37,037 shares (award date May 31, 2024) |
| Equity award—grant-date value ($) | $44,600 | $90,000 |
| Equity vesting | Fully vested on award date | Fully vested on award date |
| Total ($) | $113,916 | $190,000 |
Notes:
- Trustee cash compensation structure: $85,000 annual cash fee; committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Governance $15,000; Lead Independent Trustee receives $17,500 .
- Trustees also receive annual common share awards valued at $90,000 in 2024 (37,037 shares, rounded down) .
Performance Compensation
| Attribute | FY 2023 | FY 2024 |
|---|---|---|
| Award type | Common Shares (director equity) | Common Shares (director equity) |
| Grant date | Sept 26, 2023 | May 31, 2024 |
| Number of shares | 20,000 | 37,037 |
| Grant-date fair value ($) | $44,600 (closing price × shares) | $90,000 (closing price × shares) |
| Vesting | Fully vested at grant | Fully vested at grant |
| Performance metrics | None disclosed for Trustee equity awards (time-based) | None disclosed for Trustee equity awards (time-based) |
Context:
- As Compensation Committee Chair, Hollis oversees DHC’s Share Award Plan and approves equity awards to Trustees; DHC’s named executive officers receive only Common Share awards from DHC (cash compensation paid by RMR), and executive share awards vest over time to mitigate undue risk-taking .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Seven Hills Realty Trust (SEVN) | Independent Trustee (former) | RMR public client board; service from 2022 to Sept 2023 |
| Non-RMR public company boards | None | No additional public boards disclosed |
| Compensation Committee interlocks | Committee comprised solely of Independent Trustees; in 2024, Somers (OPI, SEVN) and Harris Jones (ILPT) also serve as independent trustees of other RMR Clients; Hollis chairs the Committee |
Expertise & Qualifications
- Investment banking, capital raising, strategic transactions, and finance expertise; demonstrated management ability .
- Skills matrix: financial literacy, investment expertise, risk oversight/management, human capital management, ESG .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 22, 2024 | 20,000 | <1% | Ownership table in 2024 proxy |
| March 13, 2025 | 57,745 | <1% | Ownership table in 2025 proxy |
Additional alignment policies:
- Trustee share ownership guideline: retain at least 100,000 Common Shares within specified periods based on initial election; as of March 13, 2025, all Trustees have met or, within the applicable period, are expected to meet the guideline .
- Insider trading and hedging: DHC maintains Insider Trading Policies and a Prohibition on Hedging policy (referenced in governance materials) .
Governance Assessment
- Committee leadership and effectiveness: Hollis chairs an all-independent Compensation Committee that met 5 times in 2024, with scope over RMR performance, trustee compensation, and administration of the Share Award Plan—supportive of independent oversight of pay and alignment mechanisms .
- Independence and attendance: Board confirms Hollis’s independence; 2024 attendance threshold met (≥75% for all trustees); executive sessions held at least twice per year—positive for board discipline and oversight .
- Ownership alignment: Hollis beneficially owns 57,745 shares as of March 13, 2025; Trustees are subject to a 100,000-share guideline with the board indicating all Trustees have met or are expected to meet within the applicable timeframe—alignment improving but still a watch item until guideline is reached for all individuals .
- Potential conflicts and related-party exposure (structural): DHC is managed by The RMR Group LLC; numerous disclosed related-person transactions include management agreements with RMR, combined D&O insurance with RMR Clients, leases to RMR, and significant ownership by ABP Trust (Adam Portnoy, 9.77% as of March 13, 2025). DHC’s Governance Guidelines require disinterested Trustee approval for related-person transactions, and all described transactions were reviewed/approved per policy—mitigating but not eliminating perceived structural conflicts common to RMR-managed issuers .
- Say-on-pay and shareholder engagement: Annual say-on-pay; extensive shareholder outreach (~60% of shares engaged in 2024); Compensation Committee’s report signed by Hollis as Chair—indicative of responsive governance and active engagement on pay matters .
RED FLAGS to monitor:
- Structural related-party transactions with RMR and ABP Trust (ongoing management and ownership links) require continued robust independent oversight and disclosure .
- Director equity awards fully vest at grant (no performance conditions), which may dilute pay-for-performance signaling for directors, though executive awards follow a multi-year vesting schedule .