Donna Fraiche
About Donna D. Fraiche
Donna D. Fraiche (age 73) is an Independent Trustee of Office Properties Income Trust (OPI), serving since 2019. She chairs OPI’s Compensation Committee and is also a member of the Audit Committee, bringing extensive legal, governance, and public policy experience; the Board affirms her independence under Nasdaq/SEC standards and OPI’s governing documents.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fraiche Strategies, LLC | Founder & Member | Since 2020 | Strategic advisory; governance/legal focus |
| Baker, Donelson, Bearman, Caldwell & Berkowitz, PC | Senior Counsel; Attorney | 2004–2020 | Legal practice leadership |
| Locke Lord LLP (predecessor firm) | Attorney | Pre-2004 | Legal practice |
| Louisiana Health Care Commission | Chair (former) | n/a | Led healthcare policy oversight |
| Loyola University | Board of Trustees, Past Chair | n/a | Board leadership |
| American Hospital Association | Leadership Development Committee; Governance Committee (former) | n/a | National governance exposure |
| American Health Law Association | Past President; Fellow | n/a | Professional leadership |
| Women’s Hospital | Board member; Past Chair; Finance/Real Estate/Comp Committees | n/a | Multi-committee leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornerstone Chemical Company, Inc. | Director | n/a | Private company board service |
| Louisiana Consular Corps | Treasurer | n/a | Diplomacy/finance function |
| Government of Japan | Honorary Consul in New Orleans | n/a | Diplomatic liaison |
| Baton Rouge Area Foundation | Investments Committee Member | n/a | Oversight of investments |
| Family Real Estate Holding Co. | Co-manager | n/a | Owns commercial office/retail/multi-use properties |
Board Governance
- Committee assignments (2025 slate/proxy): Compensation (Chair); Audit. All three standing committees comprise only independent trustees.
- Attendance: In 2024, each Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting. Audit met 8x; Compensation 5x; Nominating & Governance 1x.
- Independence: Determined independent by the Board under Nasdaq/SEC and OPI criteria.
- Lead Independent Trustee: Not applicable to Ms. Fraiche (current Lead Independent Trustee is Elena Poptodorova).
- Executive sessions: Independent Trustees meet in executive session at least twice per year.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $85,000 | Standard annual fee |
| Committee chair fee (Compensation) | $15,000 | Additional annual fee for chair role |
| Total cash paid to Ms. Fraiche (FY2024) | $100,000 | Reported “Fees Earned or Paid in Cash” |
| Meeting fees | — | Not disclosed (no meeting-based fees reported) |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Trustee equity award (Common Shares) | Jun 13, 2024 | 11,627 | $24,998 | Fully vested on grant date | Same award value for all Trustees in 2024 |
| Director stock ownership guideline | n/a | 20,000 shares minimum | n/a | 5-year compliance window | All Trustees met guidelines as of Mar 17, 2025 |
Notes:
- OPI discloses no option awards, PSUs, or performance metrics for director compensation; Trustee equity is time-based and fully vested at grant.
Other Directorships & Interlocks
| Company | Role | Tenure/Notes | Interlock/Manager |
|---|---|---|---|
| Service Properties Trust (SVC) | Independent Trustee; Lead Independent Trustee; Compensation Committee member | Since 2015 | RMR-managed REIT (cross-directorship) |
| AlerisLife Inc. | Director; Lead Independent Director (2019–Mar 2023) | Until acquisition by ABP Trust in Mar 2023 | RMR-related prior client |
| Select Income REIT | Director | Until merger into OPI in Dec 2018 | RMR-managed predecessor to OPI |
- Compensation Committee interlocks: OPI discloses that two members of OPI’s Compensation Committee serve on compensation committees at other RMR clients; Ms. Fraiche is Lead Independent Trustee and a member of the compensation committee at SVC.
Expertise & Qualifications
- Legal/regulatory, public policy, and REIT/real estate experience; “Financial Literacy” listed among competencies.
- Governance leadership across healthcare, higher education, and civic organizations.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Donna D. Fraiche | 36,177 | Less than 1% | As of Mar 17, 2025 |
Additional alignment safeguards:
- Trustee ownership guideline: 20,000 shares; all Trustees in compliance as of Mar 17, 2025.
- Insider Trading Policy: Prohibits hedging by Board members.
- Pledging: No pledging by Ms. Fraiche disclosed in the proxy’s beneficial ownership table.
Governance Assessment
-
Strengths supporting investor confidence
- Independent status; chairs Compensation Committee; member of Audit—committees central to pay oversight, risk, and financial reporting.
- Documented attendance threshold met by all Trustees in 2024; multiple committee meetings indicate active oversight cadence.
- Equity ownership guideline compliance (≥20,000 shares), plus hedging prohibition, align interests with shareholders.
-
Potential conflicts and structural considerations
- RMR management model: OPI has no employees; RMR provides business and property management under fee agreements, creating inherent related-party complexity.
- Cross-directorships at RMR-managed entities: Ms. Fraiche’s roles at SVC (Lead Independent Trustee; comp committee) represent interlocks within the RMR ecosystem; OPI acknowledges such interlocks on its Compensation Committee.
- Related-party transactions: Extensive ongoing relationships with RMR and affiliates (e.g., fee arrangements; shared D&O insurance; Sonesta management arrangements)—not specific to Ms. Fraiche but relevant to board independence optics; OPI states such transactions undergo disinterested Trustee review/approval per policy.
-
Director pay structure signals
- Mix skewed toward cash vs. small, fully vested equity grants ($100,000 cash; $24,998 equity in 2024), which may reduce long-term incentive alignment compared with deferred/retention equity, though share ownership guidelines partially mitigate.
-
Bottom line
- Ms. Fraiche’s legal/governance expertise and committee leadership bolster board effectiveness, but investors should monitor RMR-related interlocks and related-party dynamics as ongoing governance risk factors, even as OPI asserts independence determinations and employs policies (executive sessions, ownership guidelines, hedging ban) to mitigate them.
Appendix: Key Reference Excerpts
- Committee assignments; nominees (includes Donna D. Fraiche as Independent Trustee; Audit; Compensation Chair):
- Biography and qualifications (age 73; Trustee since 2019; legal/governance credentials; other RMR client boards):
- Independence determination:
- Board/committee meetings and attendance; Trustee compensation framework; equity ownership guidelines and compliance:
- FY2024 Trustee compensation table (Ms. Fraiche: $100,000 cash; $24,998 stock; total $124,998):
- Beneficial ownership (Ms. Fraiche: 36,177 shares; <1%):
- Hedging prohibition; insider trading policy summary:
- Compensation Committee interlocks; Ms. Fraiche at SVC:
- Related person transactions and RMR framework (structural context):