Adam Portnoy
About Adam Portnoy
Adam D. Portnoy (age 54) is ILPT’s Managing Trustee (since 2017) and Chair of the Board (since 2019). He is not an independent trustee; ILPT’s independent trustees are limited to five others, and all board committees are composed solely of independent trustees. Portnoy is President & CEO of The RMR Group Inc. (RMR Inc.) and of The RMR Group LLC (RMR), which manages ILPT under business and property management agreements. He is also sole trustee and controlling shareholder of ABP Trust, and holds controlling positions at several RMR-affiliated companies. These roles create significant related-party exposure for ILPT that is overseen by the independent trustees under ILPT’s related-person transaction policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TravelCenters of America Inc. | Chair of the Board; Director | Chair: 2019–May 2023; Director: 2018–May 2023 | Led board until acquisition by BP Products North America in May 2023 |
| RMR Advisors LLC | Director | 2007–2021 (merged into Tremont Realty Capital LLC in 2021) | Oversaw adviser functions prior to merger |
| Tremont Mortgage Trust (now merged into Seven Hills Realty Trust) | Director | 2017–Sept 2021 | Guided mortgage REIT prior to combination with SEVN |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| The RMR Group Inc. (Nasdaq: RMR) | President & CEO; Director | CEO since 2015; Director since 2015 |
| The RMR Group LLC | President & CEO; Director | CEO since 2005; Director since 2006 (RMR became subsidiary of RMR Inc. in 2015) |
| Service Properties Trust (Nasdaq: SVC) | Director | Since 2007 |
| Diversified Healthcare Trust (Nasdaq: DHC) | Director | Since 2007 |
| Office Properties Income Trust (Nasdaq: OPI) | Director | Since 2009 |
| Seven Hills Realty Trust (Nasdaq: SEVN) | Director (incl. predecessor companies) | Since 2009 |
| AlerisLife Inc. (private) | Sole Director | Since acquisition by ABP Trust in Mar 2023 |
| Sonesta International Hotels Corporation | Director; Controlling shareholder (via ABP Trust) | Current |
| ABP Trust (private) | Sole Trustee; Controlling shareholder | Current |
| Civic/Policy Roles | Various (e.g., Pioneer Institute Chair; Greater Boston Chamber Executive Committee) | Current |
Board Governance
- Role at ILPT: Managing Trustee; Chair of the Board (since 2019). Not a member of the Audit, Compensation, or Nominating & Governance (N&G) Committees.
- Independence: Not independent; ILPT’s five independent trustees populate all three committees; ILPT maintains a Lead Independent Trustee structure (Dr. Bruce M. Gans).
- Meetings and attendance: The Board met five times in 2024; each trustee attended at least 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, presided over by the Lead Independent Trustee.
- Shareholder voting signal (2025): Portnoy received 32,304,424 “For” and 10,042,618 “Withhold” votes (with 14,815,897 broker non-votes), notably below several peers (e.g., Morea 41,382,975 For; Youngs 41,367,108 For).
Fixed Compensation (Director)
| Year | Role | Cash Retainer ($) | Equity Grant ($) | Shares Granted | Grant Date | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Managing Trustee | $0 | $90,000 | 23,316 | May 30, 2024 | Fully vested on grant date |
Notes:
- Managing Trustees at ILPT do not receive cash compensation for Board service; all trustees (independent and managing) receive an annual share award.
Performance Compensation (Director)
| Component | Metric(s) | Target/Weight | Disclosure |
|---|---|---|---|
| Director compensation | None (no performance-conditioned director pay) | N/A | Directors receive fixed annual share awards; no performance metrics disclosed. |
Other Directorships & Interlocks
- RMR-managed issuers: Portnoy sits on boards of multiple RMR clients (SVC, DHC, OPI, SEVN) and RMR Inc., while serving as President & CEO of RMR Inc. and RMR. This creates interlocks across RMR-managed REITs and advisory entities.
- Private/control roles: Sole trustee/controlling shareholder of ABP Trust; controlling shareholder of Sonesta; sole director of AlerisLife since its acquisition by ABP Trust in Mar 2023.
Expertise & Qualifications
- Asset management and REIT leadership (President & CEO of RMR Inc./RMR); extensive public REIT board experience across industrial/logistics-adjacent and service-property platforms.
- Prior experience in investment banking and private equity, plus deep knowledge of ILPT and RMR client operations.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Adam Portnoy | 882,090 | 1.3% | Includes 745,672 Common Shares owned by ABP Trust; voting/investment power over ABP Trust shares may be deemed shared by Portnoy as sole trustee. |
| Trustee Ownership Guideline | 20,000 shares (requirement) | — | All trustees were in compliance as of Mar 12, 2025. |
Policy notes impacting alignment:
- ILPT prohibits hedging by trustees and officers under its Insider Trading Policy.
Say-On-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory say‑on‑pay | 34,991,390 | 1,717,569 | 5,638,083 | 14,815,897 |
| Nominee (2025) | Votes For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Adam Portnoy | 32,304,424 | 10,042,618 | 14,815,897 |
Interpretation:
- Say‑on‑pay passed comfortably. Portnoy’s director election support was markedly lower than several peers (potential governance/related‑party concern among shareholders).
Related-Party Transactions (ILPT ↔ RMR and affiliates)
| Item | Amount/Date | Notes |
|---|---|---|
| Business management fees to RMR (2024) | ~$23.4 million | No incentive fee incurred for 2024. |
| Property mgmt & construction supervision fees to RMR (2024) | ~$13.3 million | Ongoing under property management agreement. |
| Expense reimbursements to RMR (2024) | ~$6.8 million | For certain payroll/accounting/internal audit allocations and property-level staffing. |
| RMR Credit Agreement pledge (Jan 2025) | Consent given (no $) | ILPT consented to pledge/assignment of RMR’s interests in ILPT’s management agreements as collateral under RMR’s $100m credit facility with Citibank et al. |
Governance process:
- ILPT’s Governance Guidelines require independent review/approval of related‑person transactions; Annex A states all listed transactions were reviewed and approved or ratified by disinterested/independent trustees per policy and Maryland law.
Governance Assessment
Positives:
- Independent committee structure (Audit, Compensation, N&G comprise solely independent trustees) with a defined Lead Independent Trustee role and independent executive sessions.
- Managing Trustees receive no cash retainers; director equity grants support some alignment; all trustees meet ownership guidelines; hedging is prohibited.
Key risk indicators and red flags:
- Structural conflicts: Portnoy is CEO of RMR (ILPT’s external manager) while chairing ILPT’s Board; ILPT pays substantial annual fees/reimbursements to RMR, and RMR’s interests in ILPT’s management agreements were pledged under RMR’s 2025 credit facility—underscoring dependency and counterparty risk managed via independent trustee oversight.
- Interlocks: Multiple overlapping roles across RMR‑managed REITs and ABP Trust/Sonesta/AlerisLife may amplify perceived conflicts and information flow concerns.
- Shareholder signal: Lower 2025 “For” vote for Portnoy relative to peers suggests ongoing investor sensitivity to related‑party governance.
- Director equity grants fully vest on grant date, which limits retention/performance conditioning versus time‑based vesting (though executives have multi‑year vesting on separate share awards).
Monitoring suggestions for investors:
- Track future say‑on‑pay and director election trends for governance sentiment; watch for any changes to RMR fee structures/terms or incentive fees; monitor any amendments to management agreements or new pledges/credit arrangements; and review Annex A in future proxies for updates on related‑party oversight outcomes.