Kevin Phelan
About Kevin C. Phelan
Kevin C. Phelan (age 80) is an Independent Trustee of Industrial Logistics Properties Trust (ILPT) and has served on the Board since 2020. He is co‑chair of the Boston office of Colliers International Group (formerly Meredith & Grew), where he has served since 2010, following prior roles including president (2007–2010) and executive vice president/partner; earlier, he was a vice president at State Street Bank & Trust responsible for commercial lending . At ILPT, he chairs the Compensation Committee and serves on the Nominating and Governance Committee; the Board has affirmatively determined he is independent under Nasdaq/SEC standards and ILPT’s governing documents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colliers International Group (Boston office; fka Meredith & Grew) | Co‑Chair (previously President; EVP/Partner; founded finance & capital markets group) | Co‑Chair since 2010; President 2007–2010; joined 1978 | Established finance/capital markets group; senior leadership in CRE finance |
| State Street Bank & Trust Co. | Vice President, Commercial Lending | Prior to 1978 | Led commercial lending |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BNY Mellon Funds Trust (mutual fund complex) | Trustee | Since 2000 | Non‑RMR public company board |
| A.D. Makepeace Co. (private) | Director | N/A | Private company; cranberry grower/real estate developer |
| Various nonprofits | Board member | N/A | Multiple nonprofit boards (not specified) |
Board Governance
- Committee assignments: Compensation (Chair) and Nominating & Governance (member) .
- Independence: Determined independent by the Board under Nasdaq/SEC and ILPT governing documents .
- Attendance and engagement: In 2024 the Board held 5 meetings; each Trustee attended at least 75% of Board and applicable committee meetings and all Trustees attended the 2024 annual meeting .
- Committee activity (2024): Audit (8 meetings), Compensation (5), Nominating & Governance (1) .
- Lead Independent Trustee: Dr. Bruce M. Gans (not Phelan) .
- Executive sessions: Independent Trustees meet at least twice per year in executive session .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $85,000 | Standard retainer |
| Committee chair fee (Compensation Chair) | $15,000 | For Compensation Committee chair role |
| Total cash compensation | $100,000 | Sum of retainer + chair fee |
| Equity grant (annual) | $90,000 | Fully vested on grant date; 23,316 shares granted on May 30, 2024 (closing price basis) |
Notes: Trustees receive reimbursement of travel/education expenses; Managing Trustees receive no cash retainer. Equity awards for Trustees vest fully on the award date .
Performance Compensation (Director)
- ILPT does not use performance metrics for director pay; the annual equity award is a fixed‑value, time‑based grant that vests immediately for Trustees .
| Metric | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director equity award | May 30, 2024 | 23,316 | $90,000 | Fully vested on grant date |
Other Directorships & Interlocks
- Current public company boards: BNY Mellon Funds Trust (since 2000) .
- RMR public client boards: None listed for Phelan .
- Compensation committee interlocks: None; ILPT discloses no interlocks for 2024 .
Expertise & Qualifications
- Core strengths: Commercial real estate finance, investment banking/capital markets, capital raising and strategic transactions, public company governance .
- Board skills matrix tags (as presented): Risk oversight/management, human capital management, financial literacy, public company board, REIT/real estate, investment expertise, ESG .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 69,036 ILPT common shares (as of March 12, 2025) |
| Indirect/Trust holdings | Includes 10,500 shares in the Anne D. Phelan Trust (Phelan and spouse are co‑trustees/beneficiaries) |
| Percent of outstanding | Less than 1% (based on 66,144,308 shares outstanding) |
| Director ownership guideline | 20,000 shares within 5 years of initial election |
| Compliance status | As of March 12, 2025, all Trustees met ownership guidelines (includes Phelan) |
| Hedging/Pledging | Hedging prohibited by ILPT Insider Trading Policy; no pledging by Phelan disclosed |
Potential Conflicts and Related‑Party Exposure
- Structural external‑manager model: ILPT has no employees; it is externally managed by The RMR Group under business and property management agreements. In 2024, ILPT recognized ~$23.4 million in base business management fees and ~$13.3 million in property management and construction supervision fees payable to RMR; reimbursements to RMR were ~$6.8 million (internal audit/central accounting/property‑level costs) . These arrangements are recurring and constitute ongoing related‑party exposure overseen by the independent Board and its committees .
- Director‑specific disclosures: No transactions requiring related‑person disclosure for Phelan were identified at election (2020 10‑K) and none are listed specifically for Phelan in the latest Annex A .
RED FLAG (structural): External management by RMR creates inherent conflicts (fee incentives, related‑party oversight) that require robust independent committee scrutiny; fees are material and continuing .
Compensation Committee Analysis (Phelan as Chair)
- Composition and remit: Compensation Committee comprises independent Trustees only; it evaluates RMR’s performance under management agreements, approves equity awards to ILPT officers (who are RMR employees), recommends Trustee compensation, and administers the Share Award Plan .
- Process and coordination: In 2024, the Compensation Committee Chair (Phelan) met with Adam Portnoy and compensation chairs at other RMR‑managed REITs to discuss philosophy, internal audit allocations, and executive share award guidance and vesting; ILPT’s committee then set officer share awards (discretionary, dollar‑value targeting) without formulaic metrics .
- Interlocks: None in 2024 (no ILPT executive served on another entity’s compensation committee that included an ILPT Trustee, and vice versa) .
Governance Assessment
- Positives for investor confidence:
- Independent Trustee since 2020; chairs Compensation and serves on Nominating & Governance, with Board‑level independence confirmed by ILPT .
- Met attendance expectations in 2024 (Board held five meetings; all Trustees ≥75% and attended the annual meeting) .
- Strong ownership alignment: 69,036 shares beneficially owned (including 10,500 via family trust) and in compliance with ILPT’s 20,000‑share guideline; director equity awards are significant and fully vested at grant .
- Anti‑hedging policy for directors/officers .
- Watch‑items:
- External management model with material fees to RMR necessitates vigilant independent oversight to mitigate real/perceived conflicts (Compensation Committee evaluates RMR performance; Related‑party transactions are disclosed and approved under ILPT policies) .
- No director‑specific related‑party transactions disclosed for Phelan; continue monitoring for any Colliers‑related transactions (none disclosed) .