Barbara Gilmore

About Barbara D. Gilmore

Barbara D. Gilmore, 74, is an Independent Trustee of Office Properties Income Trust (OPI) serving since 2009, with current committee assignments on the Audit and Compensation Committees and a career background as a bankruptcy-focused attorney and U.S. Bankruptcy Court professional law clerk; she is affirmed independent under Nasdaq and SEC standards and OPI’s governing documents . Her legal and business finance expertise includes prior partnership at Sullivan & Worcester LLP, service as a court-appointed trustee/examiner in business finance cases, and nearly two decades as a professional law clerk in the U.S. Bankruptcy Court for the District of Massachusetts .

Past Roles

External Roles

Board Governance

• Independence: OPI’s Board determined Ms. Gilmore qualifies as an independent trustee under Nasdaq, SEC criteria, and OPI’s governing documents .
• Committee assignments: Audit Committee member; Compensation Committee member (not chair). 2024 committee activity: Audit (8 meetings); Compensation (5); Nominating & Governance (1) .
• Attendance and engagement: In 2024, each Trustee attended at least 75% of all Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
• Executive sessions: Independent Trustees meet at least twice per year in executive session led by the Lead Independent Trustee .
• Board structure context: Post-2025 meeting, Board declassified; all Trustees stand for annual election; Lead Independent Trustee role established (currently Ms. Poptodorova); all committees comprised solely of Independent Trustees .

Fixed Compensation

• Structure: Independent Trustees receive an $85,000 annual cash fee; committee chair fees ($20,000 Audit; $15,000 Compensation; $15,000 Nominating & Governance); Lead Independent Trustee fee $17,500; plus an annual fully vested common share grant (2024 grant value $25,000; 11,627 shares each) .
• Barbara D. Gilmore – FY2024 Director Compensation:

Performance Compensation

• Not applicable for Trustees: OPI discloses director pay is composed of fixed cash retainers and an annual fully vested common share grant; no performance-based metrics or options for Trustees are disclosed .

Other Directorships & Interlocks

• Interlocks within RMR-managed ecosystem: OPI’s Compensation Committee is wholly independent, but the proxy notes interlocks across RMR clients: Ms. Gilmore chairs SEVN’s Compensation Committee, and another OPI Compensation Committee member serves on SVC’s compensation committee and as its lead independent trustee .
• Governance implication: While permissible, overlapping roles across RMR-managed entities warrant investor attention regarding independence of compensation oversight and potential information flow across related-party networks; OPI states related-party approvals occur via disinterested Trustees under governance guidelines .

Expertise & Qualifications

• Legal/regulatory and business finance expertise, including service as bankruptcy trustee/examiner; significant public company board experience; government service exposure through court roles; skills tagged by OPI include Risk Oversight/Management, Government/Public Policy, Financial Literacy, REIT/Real Estate, Legal/Regulatory, Public Company Board .

Equity Ownership

• Ownership guidelines: Trustees must hold at least 20,000 shares within five years of board entry; as of March 17, 2025, all Trustees, including Ms. Gilmore, met the ownership guidelines .
• Hedging: OPI’s Insider Trading Policy prohibits Board members and officers from hedging transactions in OPI securities .

Governance Assessment

• Strengths

  • Deep restructuring and legal expertise relevant to OPI’s challenged office real estate environment and capital structure oversight; long board tenure since 2009 supports institutional knowledge .
  • Confirmed independence; strong baseline attendance by all Trustees in 2024; all-independent committees bolster oversight, with executive sessions at least semiannually .
  • Meaningful ownership alignment: 34,939 shares and compliance with 20,000-share guideline; annual equity grants provide direct exposure to shareholder outcomes (though fully vested on grant) .

• Risk indicators and potential conflicts (monitor)

  • Interlocks across RMR-managed companies (e.g., Ms. Gilmore chairs SEVN’s Compensation Committee while serving on OPI’s Compensation Committee) can raise perceived independence concerns for compensation and related-party oversight despite formal independence and disinterested approval frameworks .
  • Extensive related-party transactions with OPI’s external manager RMR (business/property management fees; share awards to RMR employees; D&O insurance sharing; Sonesta arrangements with entities controlled by OPI’s Chair) underscore the importance of robust independent committee scrutiny and clear disclosure; OPI reports such transactions are reviewed and approved by disinterested Trustees per policy .
  • Director equity grants are fully vested at grant, which may reduce retention-based alignment versus multi-year vesting; however, ownership guidelines and ongoing equity awards partially mitigate this concern .

• Board effectiveness context

  • OPI reports 75%+ independent board composition post-2025 meeting, annual elections (declassified board), shareholder outreach covering ~44% of shares, and a Lead Independent Trustee model—practices aligned with investor stewardship frameworks .

Bottom line: Gilmore brings relevant bankruptcy/legal competencies, established independence, and adequate ownership alignment. Key governance watchpoints relate to cross-board interlocks within the RMR ecosystem and the breadth of related-party transactions—areas where sustained, documented independent oversight by Audit and Compensation Committees remains critical for investor confidence .