Matthew Jordan
About Matthew P. Jordan
Matthew P. Jordan, 50, is a Managing Trustee (non‑independent) of Industrial Logistics Properties Trust (ILPT), serving on the Board since 2022. He is Executive Vice President and Chief Financial Officer & Treasurer of The RMR Group Inc. and The RMR Group LLC, and a certified public accountant with deep finance and REIT experience . As a Managing Trustee, he is not a member of any ILPT Board committees .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The RMR Group Inc. | Executive Vice President; Chief Financial Officer & Treasurer | EVP since 2018; CFO/Treasurer since 2015 | Leads finance across RMR and managed REITs |
| The RMR Group LLC | Executive Vice President; Chief Financial Officer & Treasurer; Former Chief Accounting Officer | EVP since 2017; CFO/Treasurer since 2012 | Former Chief Accounting Officer; oversees accounting/finance |
| Tremont Realty Capital LLC | Director; President & CEO | Since Jan 2021 | Prior EVP, CFO & Treasurer (Oct 2017–Dec 2020) |
| RMR Advisors LLC | EVP, CFO & Treasurer | Oct 2017–Jan 2021 | Merged with Tremont Realty Capital LLC in 2021 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seven Hills Realty Trust | Trustee/Director | Since 2021 | RMR-managed REIT; finance and capital markets expertise |
| Tremont Mortgage Trust | Trustee/Director | 2020–Sep 2021 (merged into Seven Hills) | Transitional governance through merger |
Board Governance
- Status: Managing Trustee (non‑independent); no committee assignments .
- Board meetings held in 2024: 5; each Trustee attended ≥75% of Board and applicable committee meetings; all attended the 2024 annual meeting .
- Lead Independent Trustee: Bruce M. Gans, M.D. .
- Independent executive sessions: at least twice per year; presided by Lead Independent Trustee .
- Committee composition and cadence:
- Audit Committee: Independent Trustees only; 8 meetings in 2024 .
- Compensation Committee: Independent Trustees only; 5 meetings in 2024 .
- Nominating & Governance Committee: Independent Trustees only; 1 meeting in 2024 .
Fixed Compensation
| Component (FY2024) | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $0 | Managing Trustees do not receive cash compensation for Board service |
| Committee chair fees | N/A | Not applicable; no committee roles |
| Equity grant (annual) | $90,000 | Granted as Common Shares; fully vested on grant date |
| Shares granted | 23,316 | Based on closing price on May 30, 2024; rounded down to whole shares |
| Vesting | Fully vested at grant | Trustee share awards fully vested upon grant in 2024 |
Performance Compensation
| Performance-based element | Metric details | Outcome |
|---|---|---|
| Performance-linked pay (Trustee) | None disclosed for Trustees; annual equity is time/structure-based and fully vested on grant | No performance metrics tied to director (trustee) compensation |
Other Directorships & Interlocks
| Company/Entity | Relationship | Interlock/Conflict Considerations |
|---|---|---|
| Seven Hills Realty Trust | Current public board (RMR-managed) | RMR manages ILPT and Seven Hills; shared governance ecosystem can create perceived conflicts; ILPT’s committees comprised solely of Independent Trustees mitigate oversight risks |
| Tremont Mortgage Trust | Prior public board (merged) | Historical RMR-managed REIT role; similar considerations |
Expertise & Qualifications
- Certified public accountant; extensive CFO/treasurer experience overseeing accounting and finance across RMR and managed REITs .
- REIT and CRE domain knowledge; public markets and investment expertise; executive leadership experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew P. Jordan | 120,744 | <1% | As of March 12, 2025 |
| Trustee ownership guideline | 20,000 shares within five years | Compliance | All Trustees met guidelines as of March 12, 2025 |
| Hedging policy | Hedging prohibited | Policy scope | Applies to Board members and officers under ILPT’s Insider Trading Policy |
Governance Assessment
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Strengths
- Full compliance with director stock ownership guidelines; Jordan’s beneficial ownership exceeds threshold aligning interests with shareholders .
- Independent oversight via committees (Audit, Compensation, Nominating & Governance) composed solely of Independent Trustees; Lead Independent Trustee structure with robust responsibilities .
- Adequate engagement and attendance (≥75% in 2024) supports baseline Board effectiveness .
-
Risks and potential conflicts
- RED FLAG: Managing Trustee status and concurrent role as CFO/Treasurer of RMR, ILPT’s external manager; ILPT pays RMR substantial fees ($23.4M business management; $13.3M property/capex supervision; $6.8M reimbursements in 2024), creating ongoing related-party exposure and perceived conflicts .
- RMR’s January 2025 credit agreement included a pledge/assignment of its interest in ILPT’s management agreements, highlighting counterparty/continuity risk if RMR faces lender actions; ILPT consent noted .
- Jordan has no committee membership at ILPT, limiting direct involvement in audit/compensation/nominating oversight; relies on Independent Committees to address conflicts .
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Mitigants
- Formal related-person transaction policies requiring disinterested Trustee approvals; comprehensive governance materials and independent committee structures .