Lisa Harris Jones
About Lisa Harris Jones
Lisa Harris Jones (age 57) is an Independent Trustee of Industrial Logistics Properties Trust (ILPT), serving since 2018. She is the founding and managing member of Harris Jones & Malone, LLC, a Maryland law firm focused on state and local lobbying, government relations, procurement, and real estate-related matters, and has been recognized by Savoy Magazine as one of the Most Influential Black Corporate Directors. She qualifies as an Independent Trustee under Nasdaq and SEC rules and ILPT’s governing documents, and currently chairs ILPT’s Nominating & Governance Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various Maryland law firms | Attorney (corporate securities, M&A, government relations, real estate financing and land use) | Pre-2000 | Built expertise across corporate and real estate matters |
| Community/Pro bono | Pro bono work in dyslexia education, Baltimore community development, and minority/women business advancement | Ongoing | Leadership roles in multiple non-profits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harris Jones & Malone, LLC | Founding & Managing Member | Since 2000 | Maryland-based law firm focused on government relations and procurement |
| Diversified Healthcare Trust (RMR public client) | Independent Trustee | Since 2015 | RMR-managed REIT; board interlock with ILPT’s external manager |
| TravelCenters of America Inc. (RMR public client) | Director (former) | 2013–May 2023 | Company acquired by BP Products North America Inc. in May 2023 |
| Baltimore Museum of Art; Everyman Theatre | Non-profit board leadership | Not disclosed | Civic leadership roles |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmed she is independent; ILPT has 5 Independent Trustees; all committees are fully independent |
| Committees | Audit Committee member; Chair, Nominating & Governance Committee |
| Committee activity (2024) | Audit: 8 meetings; Compensation: 5; Nominating & Governance: 1 |
| Board meetings (2024) | 5 meetings; each Trustee attended ≥75% of Board and applicable committee meetings; all attended the 2024 annual meeting |
| Executive sessions | Independent Trustees meet at least twice per year in executive session |
| Lead Independent Trustee | Dr. Bruce M. Gans (not Harris Jones) |
Fixed Compensation (Director Fees)
| Year | Cash Retainer | Committee Chair Fees | Total Cash |
|---|---|---|---|
| 2024 | $85,000 | $15,000 (Nominating & Governance Chair) | $100,000 |
Notes:
- Committee chair fees: Audit $20,000; Compensation $15,000; Nominating & Governance $15,000; Lead Independent Trustee receives $17,500 .
- Trustees are reimbursed for reasonable travel and certain education expenses .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Fair Value | Vesting |
|---|---|---|---|---|
| May 30, 2024 | Common Shares | 23,316 | $90,000 | Trustee awards fully vested on grant date |
Performance metrics tied to director equity: None disclosed; director grants are time/instant-vesting and not performance-conditioned .
Other Directorships & Interlocks
- Current public company board: Diversified Healthcare Trust (RMR-managed) .
- Prior public board: TravelCenters of America (RMR-managed) until acquisition in May 2023 .
- RMR provides management services to ILPT and other “RMR Clients,” creating structural interlocks; several ILPT Trustees/officers also serve at RMR Clients .
Expertise & Qualifications
- Legal and transactional expertise: corporate securities, M&A, public and private real estate development, zoning/land use, construction, energy, education, transportation, public safety, healthcare, gaming, telecom, procurement, tax, labor, insurance, elections, and environmental law .
- Government/public policy and regulatory navigation; entrepreneurship and leadership as founding partner of a law firm .
- Board experience at multiple public companies in the RMR ecosystem .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Lisa Harris Jones | 94,104 shares | <1% | As of March 12, 2025 |
Ownership alignment and policies:
- Director stock ownership guideline: each Trustee expected to hold ≥20,000 shares within five years; as of March 12, 2025, all Trustees met the guideline .
- Hedging: prohibited for Trustees and officers under ILPT’s Insider Trading Policy .
- Pledging: no specific pledging disclosure identified in the proxy .
Governance Assessment
Key positives for board effectiveness and investor alignment
- Committee leadership and oversight: Chairs Nominating & Governance; serves on Audit—positions that influence board composition, succession planning, and financial oversight .
- Independence and attendance: Board affirmed independence; attended ≥75% of meetings; sustained engagement at annual meeting .
- Ownership alignment: Beneficial ownership of 94,104 shares and compliance with ILPT’s ownership guideline (≥20,000 shares) support “skin-in-the-game” alignment .
- Equity pay mix: Director compensation includes annual equity awards (23,316 shares; $90,000 FV in 2024), aligning director interests with shareholders; grants vest immediately to avoid overhang .
Conflict considerations and structural risks
- External manager model: ILPT is externally managed by The RMR Group (RMR). In 2024, ILPT paid RMR ~$23.4 million in business management fees and ~$13.3 million in property management/construction fees, plus ~$6.8 million in reimbursements—creating an inherent related-party dynamic that the board must actively oversee .
- Multi-board interlocks within RMR ecosystem: Harris Jones serves on another RMR client board (DHC) and previously on TA; while permissible, this increases perceived conflict risk and heightens the importance of strong disinterested oversight .
- Combined D&O insurance and other shared arrangements across RMR Clients may raise cost allocation considerations; ILPT paid ~$0.1 million for D&O coverage under a shared policy (policy years ending Sep 30, 2023–2025) .
- Governance mitigants: All related person transactions are reviewed and approved by a majority of disinterested Trustees (or by the Independent Trustees), and governance guidelines/charters are in place; independent committees oversee key areas, including compensation, audit, and nominations .
RED FLAGS
- Structural conflicts from the external manager (RMR) and cross-board service at RMR Clients (potential for perceived interlocks/conflicts) .
- Large recurring fees to RMR require rigorous, ongoing disinterested oversight and transparent disclosure to sustain investor confidence .
- Shared D&O policy and other shared services necessitate clear allocation and monitoring to avoid cross-subsidization concerns .
Notes on disclosure gaps
- No individual director-level disclosure of hedging/pledging beyond company-wide hedging prohibition; no pledging disclosure identified for Harris Jones .
- No director-specific performance metrics for equity (director awards fully vested on grant date) .
- Education details not disclosed in ILPT’s proxy biography .