Brian Donley
About Brian Donley
Brian E. Donley, age 50, is Chief Financial Officer and Treasurer of Office Properties Income Trust (OPI) since October 1, 2023; he is a Senior Vice President at The RMR Group (RMR) with 25+ years of REIT finance experience and is a certified public accountant . During 2024, OPI’s TSR fell to $5.36 on a $100 initial investment (from $38.59 in 2023; $60.00 in 2022) while net income declined to a loss of $136.1 million . OPI does not pay its executive officers cash salary or bonuses; equity awards (time-based Restricted Shares) are the primary OPI-delivered compensation, while cash salary/bonus is paid by RMR (aggregate for NEOs in 2024: $706,362 base, $814,500 bonus) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group (RMR) | Senior Vice President; various finance/accounting leadership roles | 1997–present | Led finance and accounting across RMR-managed REITs; deep REIT finance expertise |
| OPI | Chief Financial Officer & Treasurer | 2023–present | Oversees OPI finance, capital markets, reporting |
| Seven Hills Realty Trust (SEVN) | CFO & Treasurer | 2019–2021 | Managed mortgage REIT finance and treasury |
| Industrial Logistics Properties Trust (ILPT) | CFO & Treasurer | Oct 2022–Sep 2023 | Oversaw industrial REIT finance; transition completed in Sep 2023 |
| Service Properties Trust (SVC) | CFO & Treasurer | 2019–present | Leads finance/treasury for hospitality/retail net lease REIT |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Service Properties Trust (SVC) | CFO & Treasurer | 2019–present | Multi-tenant hospitality/retail net lease finance leadership |
| Industrial Logistics Properties Trust (ILPT) | CFO & Treasurer | Oct 2022–Sep 2023 | Managed industrial REIT finance during a challenging period |
| Seven Hills Realty Trust (SEVN) | CFO & Treasurer | 2019–2021 | Mortgage REIT finance and capital allocation oversight |
Fixed Compensation
- OPI pays no cash salary or bonus to executive officers; compensation is delivered by RMR. In 2024, aggregate base salary for OPI’s two NEOs (Donley and Duffy) paid by RMR was $706,362 and aggregate cash bonuses were $814,500 .
- OPI provides equity awards only; no perquisite details, tax gross-ups, deferred compensation or pension disclosures specific to Donley in OPI’s proxy .
Performance Compensation
- OPI awards time-based Restricted Shares to executive officers; one fifth vests on grant date and one fifth on each of the next four anniversaries, with accelerated vesting upon change-in-control or specified termination events .
| Instrument | Year | Grant Date | Unvested Shares as of 12/31/24 | Market Value of Unvested ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| Restricted Shares | 2024 | Sep 11, 2024 | 26,290 | 26,285 | 20% on grant; 20% annually next 4 anniversaries | Eligible for accelerated vesting on Change-in-Control or Termination Event |
| Restricted Shares | 2023 | Sep 13, 2023 | 2,400 | 2,400 | Same as above | Award made initially as RMR officer prior to OPI CFO role |
| Restricted Shares | 2022 | Sep 14, 2022 | 480 | 480 | Same as above | — |
| Restricted Shares | 2021 | Sep 15, 2021 | 200 | 200 | Same as above | — |
Additional 2024 and 2023 award values as reported by OPI:
- Stock Awards (grant-date fair value): $69,998 (2024); $23,040 (2023) .
- “Compensation actually paid” to Donley per SEC rules: $13,852 (2024) .
Potential accelerated vesting (Change-in-Control/Termination Event):
- Shares that would vest: 29,370; value realized: $29,365 (based on 12/31/24 closing price) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 37,755 Common Shares (less than 1% of outstanding) |
| Vested vs unvested | Unvested totals by grant year: 26,290 (2024); 2,400 (2023); 480 (2022); 200 (2021) |
| Options | None disclosed; OPI does not currently grant stock options to NEOs |
| Pledging | No pledging disclosed; Insider Trading Policy prohibits hedging; trading approvals required; blackout periods apply |
| Ownership guidelines | Trustee guidelines exist; no executive ownership guideline disclosure |
Insider trading constraints that affect selling pressure:
- Prohibition on hedging, designated blackout periods for senior officers, and pre-clearance for transactions in OPI securities .
Employment Terms
- Appointment: Donley appointed CFO & Treasurer effective October 1, 2023; no related-party transactions; indemnification agreement consistent with other officers .
- Acceleration: Restricted Shares accelerate upon Change-in-Control or specified termination events under the Share Award Plan .
- Severance: No salary+bonus severance multiples disclosed for Donley at OPI; executive cash compensation is paid by RMR, not OPI .
- Non-compete/Non-solicit/Garden leave: Not disclosed for OPI executive officers.
- Clawback policy: Not specifically disclosed for OPI executive officers; Code of Conduct and governance materials referenced .
Board Governance Context
- Donley is not a Trustee; OPI’s Board committees are comprised solely of Independent Trustees (Audit, Compensation, Nominating & Governance) . Lead Independent Trustee role exists with robust responsibilities .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 554,275,000* | 533,553,000* | 501,979,000* |
| EBITDA ($) | 328,031,000* | 302,341,000* | 272,224,000* |
| Net Income - (IS) ($) | -6,109,000 | -69,432,000 | -136,107,000 |
Values retrieved from S&P Global (asterisked metrics).
TSR on $100 initial investment: $60.00 (2022), $38.59 (2023), $5.36 (2024) .
Investment Implications
- Pay-for-performance alignment: OPI delivers time-based Restricted Shares (no disclosed performance metrics/weightings), which favors retention but offers limited direct linkage to operating goals (e.g., revenue/EBITDA) or market-relative TSR; equity awards vest irrespective of performance .
- Selling pressure and overhang: Multiple September vest dates each year across outstanding grants could create periodic insider selling overhang; however, blackout periods and pre-clearance may constrain timing .
- Change-of-control economics: Full acceleration of unvested shares upon a Change-in-Control/Termination Event increases potential event-driven dilution/value transfer (Donley’s accelerated shares would have been 29,370 valued at $29,365 as of 12/31/24) .
- Ownership alignment: Donley holds 37,755 shares directly/beneficially with additional unvested Restricted Shares; no pledging disclosed—positive for alignment—while TSR and earnings trends have been negative, suggesting incentive outcomes are predominantly time-based rather than performance-based .
- Company backdrop: Revenues and EBITDA have declined for three consecutive years and net losses widened in 2024; continued portfolio/financing execution, tenant retention, and disposition/liquidity management are central to value creation and should inform future incentive design to strengthen performance linkage .
Citations
- Executive roles, age, CPA:
- Compensation structure and equity awards:
- Beneficial ownership:
- Insider Trading Policy and hedging prohibition:
- Board committees and governance:
- TSR and net income (Pay vs Performance):
- Share award plan amendment context and share price reference: