Adam Portnoy
About Adam Portnoy
Adam Portnoy (age 54) is a Managing Trustee of OPI since 2009 and Chair of the Board since 2019. He is President and CEO of The RMR Group Inc. and The RMR Group LLC, bringing deep commercial real estate, REIT, investment banking and private equity experience; he is not independent under Nasdaq/SEC criteria and OPI’s governing documents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Managing Trustee; Chair of Board | Trustee since 2009; Chair since 2019 | Board leadership; no committees |
| Office Properties Income Trust (OPI) | President | 2009–2011 | Executive leadership |
| The RMR Group LLC | President & CEO; Director | CEO since 2005; Director 2006–2015 | Led manager to OPI and other REIT clients |
| The RMR Group Inc. | President & CEO | Since 2015 | Public company leadership |
| RMR Advisors LLC | Director; President; CEO | Director since 2007; President 2007–Sep 2017; CEO 2015–Sep 2017 | Investment management oversight |
| Tremont Realty Advisors LLC | Director; President & CEO | Director since Mar 2016; President & CEO Mar 2016–Dec 2017 | Real estate credit strategy |
| Equity Commonwealth | Managing Trustee; President | Trustee 2006–2014; President 2011–2014 | REIT turnaround leadership |
| Telecommunications venture | Founder & CEO | Prior to joining RMR in 2003 | Entrepreneurial track record |
| DLJ; IFC (World Bank) | Investment banking; Private equity | Pre-2003 | Finance and PE experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Service Properties Trust (SVC) | Trustee | Since 2007 | RMR-managed public client |
| Diversified Healthcare Trust (DHC) | Trustee | Since 2007 | RMR-managed public client |
| Seven Hills Realty Trust (SEVN) | Trustee | Since 2009 | RMR-managed public client |
| The RMR Group Inc. (RMR) | Director | Since 2015 | Asset management platform |
| Industrial Logistics Properties Trust (ILPT) | Trustee | Since 2017 | RMR-managed public client |
| Sonesta International Hotels Corporation | Director; Controlling shareholder | Since 2012 | ABP Trust-controlled; related party to OPI |
| TravelCenters of America Inc. | Director; Chair | 2019–May 2023 (acquired) | Past role |
| AlerisLife Inc. | Director; Chair | 2019–Mar 2023 (acquired by ABP Trust) | Past role |
Board Governance
- Independence: Managing Trustee (not independent); serves as Chair of the Board; no committee memberships .
- Board and committees (2024): Board met 9 times; Audit 8; Compensation 5; Nominating & Governance 1 .
- Attendance: Each Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Lead Independent Trustee: Elena B. Poptodorova; robust responsibilities (liaison to management, presides independent sessions, can retain advisors) .
- Independent Trustee executive sessions: At least twice per year .
Fixed Compensation
- Managing Trustees do not receive cash fees; they receive equity awards like other Trustees .
- OPI’s independent trustee fee schedule (context): annual cash $85,000; committee chair fees Audit $20,000, Compensation $15,000, Nominating & Governance $15,000; Lead Independent $17,500; plus annual Common Share grant valued at $25,000; travel reimbursements .
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $0 | Managing Trustees receive no cash compensation |
| Equity award | $24,998 | 11,627 Common Shares, valued at closing price on June 13, 2024; fully vested on grant date |
| Other | $0 | No other director compensation reported |
Performance Compensation
- Trustee equity awards vest fully at grant; directors do not have performance-conditioned RSUs/options at OPI .
- Equity plan capacity and usage (pay-for-performance context):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Time-based full-value awards granted (shares) | 172,700 | 241,800 | 649,198 |
| Weighted average shares outstanding | 48,278,293 | 48,389,422 | 51,806,445 |
| Burn rate | 0.36% | 0.50% | 1.25% |
| Metric | 2024 Year-end |
|---|---|
| Overhang (unvested restricted + available for future grants; assumes +2,000,000 shares upon plan approval) | 3.9% |
- 2025 proposal increased plan pool from 1,500,000 to 3,500,000 shares; term extended to 10 years .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| SVC; DHC; SEVN; ILPT; RMR | Trustee/Director | Not disclosed for Adam at OPI; multiple board service across RMR clients |
| Sonesta | Director, controlling shareholder | Related-party to OPI; management agreement effective 1/1/2025 |
| Past: TA; AlerisLife; Tremont Mortgage Trust | Chair/Director | Historical interlocks (acquired/merged) |
Note: OPI’s Compensation Committee members (Fraiche, Gilmore) hold compensation committee roles at other RMR clients, indicating broader ecosystem interlocks; Adam is not on OPI’s Compensation Committee .
Expertise & Qualifications
- CRE/REIT operations and asset management; deep familiarity with OPI’s day-to-day via RMR leadership .
- Finance background: investment banking (DLJ), private equity (DLJ MB Partners, IFC), entrepreneurship (telecom company) .
- Public company governance experience across multiple RMR-managed issuers .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Adam Portnoy | 790,695 | 1.13% | Includes 576,258 shares owned by ABP Trust; voting/investment power may be deemed shared as ABP Trust’s sole trustee |
- Trustee ownership guideline: retain ≥20,000 Common Shares within five years; all Trustees met guidelines as of March 17, 2025 .
- Hedging of OPI stock is prohibited by policy; blackout periods and pre-clearance apply to insiders .
Governance Assessment
- Board effectiveness and independence: As Chair and Managing Trustee, Adam provides significant industry and company-specific expertise; however, he is not independent and is simultaneously CEO of OPI’s external manager (RMR), concentrating leadership and potentially constraining independent oversight .
- Conflicts and related-party exposure (RED FLAGS):
- OPI pays RMR substantial fees: business management $13.1m (2024) and property/construction supervision $16.5m (2024); reimbursements ~$25.8m (2024) for shared services—RMR led by Adam, creating inherent conflicts requiring robust independent committee oversight .
- Sonesta arrangements: OPI recognized $12.4m 2024 rental income under a Sonesta lease then transitioned to a management agreement effective Jan 1, 2025; OPI funded ~$76.8m tenant improvements; Adam is Sonesta’s controlling shareholder and director—material related-party dealings .
- ABP Trust ownership: 576,258 OPI shares included in Adam’s beneficial ownership; ABP Trust is controlled solely by Adam, reinforcing influence .
- Compensation alignment:
- Adam receives no cash fees; equity grant of ~$25k aligns with shareholder exposure, but directors’ grants vest immediately and are not performance-tied; plan expansion to 3.5m shares increases dilution potential (burn rate rose to 1.25% in 2024; overhang 3.9%) .
- Attendance and engagement: Board/committee activity robust (9/8/5/1 meetings in 2024); all Trustees ≥75% attendance and annual meeting presence—supports baseline engagement .
- Committee structure: All committees comprised solely of independent trustees; Lead Independent Trustee role defined and active—mitigating factor against managerial influence .
Overall signal: High related-party intensity due to RMR/ABP/Sonesta ties and non-independent Chair role; reliance on independent committee rigor and policies (resignation policy, proxy access, hedging ban) to safeguard investor confidence .