Joseph Morea
About Joseph L. Morea
Independent Trustee of ILPT since 2018; age 69. Former Vice Chairman and Managing Director at RBC Capital Markets (Head of U.S. Equity Capital Markets 2003–2012; Head of U.S. Investment Banking 2008–2009) and prior senior roles at UBS, PaineWebber, and Smith Barney; early career as a certified public accountant. Serves as ILPT’s Audit Committee Chair and is designated the Board’s “financial expert”; the Board affirms his independence under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Capital Markets | Vice Chairman & MD; Head of U.S. Equity Capital Markets | 2003–2012 | Led equity capital markets; Head of U.S. Investment Banking 2008–2009 |
| UBS, Inc. | MD; Co-Head U.S. Equity Capital Markets | Not disclosed | Senior investment banking leadership |
| PaineWebber, Inc. | COO, Investment Banking Division; Head U.S. Equity Capital Markets | Not disclosed | Operational and ECM leadership |
| Smith Barney, Inc. | MD, Equity Capital Markets | Not disclosed | ECM leadership |
| Public Accounting | Certified Public Accountant | Early career | Financial and accounting expertise |
External Roles
| Organization | Role | Tenure | RMR-Managed? |
|---|---|---|---|
| Seven Hills Realty Trust (SEVN) | Trustee/Director | Since 2021 | Yes |
| TravelCenters of America Inc. | Director | 2015–May 2023 (acquired) | Yes (prior to acquisition) |
| Tremont Mortgage Trust | Director | 2017–Sep 2021 (merged into SEVN) | Yes |
| RMR Mortgage Trust (fka RMR Real Estate Income Fund) | Director | 2016–May 2020 | Yes |
| Portman Ridge Finance Corporation | Director | Since 2020 | No |
| Garrison Capital Inc. | Director | 2015–2020 (acquired) | No |
| First Eagle Senior Loan Fund | Director | 2013–2021 | No |
Board Governance
- Independence: Independent Trustee; Board majority independent (71%). Lead Independent Trustee is Dr. Bruce M. Gans. Executive sessions of Independent Trustees held at least twice per year .
- Committee service: Audit Committee Chair; Audit met 8 times in 2024. Board met 5 times in 2024; all Trustees attended ≥75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Hedging policy: ILPT prohibits Board members and officers from hedging ILPT securities; robust insider trading controls and blackout periods noted .
| Governance Item | Detail | Citation |
|---|---|---|
| Independence status | Independent under Nasdaq/SEC; Independent Trustees constitute 71% of Board | |
| Lead Independent Trustee | Bruce M. Gans, M.D.; responsibilities defined | |
| Audit Committee | Chair: Morea; Members: Gans, Harris Jones, Youngs; 8 meetings in 2024 | |
| Board attendance | Each Trustee ≥75% of meetings in 2024; all attended annual meeting | |
| Hedging prohibition | Directors and officers prohibited from hedging ILPT securities |
Fixed Compensation
| Component | Amount (FY2024) | Notes | Citation |
|---|---|---|---|
| Annual cash retainer | $85,000 | Independent Trustee fee | |
| Committee chair fee (Audit) | $20,000 | Additional annual fee for Audit Chair | |
| Total cash fees (Morea) | $105,000 | Retainer + Audit Chair fee | |
| Equity award (Trustee) | $90,000 | 23,316 common shares granted; fully vested on grant | |
| Grant date | May 30, 2024 | Award priced at closing price; 23,316 shares |
Performance Compensation
ILPT does not use performance metrics for director compensation; director equity grants fully vest on grant and are not conditioned on TSR or operating KPIs .
| Element | Performance Metrics | Vesting | Notes | Citation |
|---|---|---|---|---|
| Annual Trustee equity grant | None | Fully vested at grant | Alignment via ownership; not performance-based |
Other Directorships & Interlocks
- Overlaps with RMR-managed companies (SEVN; prior roles at TRMT, TA, RMR Mortgage Trust) create potential perception of interlocks; ILPT is externally managed by RMR, which also manages several REITs (DHC, OPI, SVC, SEVN) .
- Related-person transaction oversight: ILPT uses disinterested/Independent Trustee approvals for related-party transactions per Governance Guidelines .
| Potential Interlock | Nature | Governance Mitigant | Citation |
|---|---|---|---|
| RMR management agreements | ILPT pays RMR management/property fees | Review/approval by disinterested Trustees; majority-independent committees | |
| Shared service provider across REITs | RMR manages ILPT and other REITs | All committees solely independent; Independent sessions |
Expertise & Qualifications
- Capital markets and investment banking leadership; demonstrated experience in equity capital markets and strategic transactions .
- Accounting background; designated Audit Committee “financial expert” by ILPT’s Board .
- Public company board experience across finance and REIT sectors .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 3/12/2025) | % of Outstanding | Notes | Citation |
|---|---|---|---|---|
| Joseph L. Morea | 63,316 | <1% | Includes 2024 Trustee grant; all Trustee grants fully vested | |
| Ownership guidelines | 20,000 shares minimum within 5 years | N/A | All Trustees met guidelines as of 3/12/2025 |
Insider Trades (Recent)
| Trade Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| May 30, 2025 | Open-market purchase | 20,000 | $3.31 | 112,191 | |
| May 30, 2025 (duplicate filing record) | Open-market purchase | 20,000 | $3.31 | 112,191 | |
| Summary (third-party screener) | Aggregate ILPT trades | — | — | — |
Governance Assessment
-
Positive signals
- Audit Chair and designated financial expert; Audit Committee met 8x in 2024, indicating active oversight .
- Strong engagement metrics: Board met 5x; all Trustees ≥75% attendance and attended annual meeting .
- Alignment: Ownership guidelines met; Morea increased personal stake via 2025 purchase, a confidence signal .
- Hedging prohibited; robust insider trading controls and blackout periods .
-
Red flags and monitoring items
- Structural conflicts from external management by RMR and overlapping directorships across RMR-managed REITs; ILPT paid $23.4 million in business management fees and $13.3 million in property management/construction supervision fees to RMR in 2024; reimbursed ~$6.8 million of certain expenses .
- Director equity grants fully vested on grant (no performance conditions), reducing at-risk pay for directors; monitor equity ownership behavior for continued alignment .
- Concentrated influence within RMR ecosystem (e.g., ABP Trust holdings via Managing Trustee); though not a Morea-specific issue, it heightens the need for strong independent committee processes .
-
Mitigants
- All committees comprise only Independent Trustees; related-person transaction policy requires disinterested/Independent Trustee approvals, with documented procedures in Governance Guidelines .
- Independent Trustee executive sessions at least twice per year and a defined Lead Independent Trustee role .