Elena Poptodorova
About Elena B. Poptodorova
Elena B. Poptodorova, age 73, is an Independent Trustee of Office Properties Income Trust (OPI) since 2017 and has served as Lead Independent Trustee (LID) since December 2019. She sits on the Audit, Compensation, and Nominating & Governance Committees and is affirmatively determined independent under Nasdaq/SEC standards and OPI’s governing documents. Her background includes senior diplomatic roles for the Republic of Bulgaria and leadership in transatlantic organizations, with demonstrated experience in public policy and property matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic of Bulgaria, Embassy to the U.S. | Ambassador Extraordinary and Plenipotentiary | 2002–2008; 2010–2016 | Facilitated foreign investments in Bulgaria’s IT sector; supported transatlantic business associations |
| Ministry of Foreign Affairs (Bulgaria) | Director, Security Policy Directorate | 2009–2010 | National security policy oversight |
| Ministry of Foreign Affairs (Bulgaria) | Ambassador-at-Large for Black Sea Region | 2008–2009 | Regional diplomacy and policy coordination |
| Ministry of Foreign Affairs (Bulgaria) | Spokesperson; Director, Human Rights & International Humanitarian Organizations | 2001–2002 | Human rights portfolio; external communications |
| National Assembly (Bulgaria) | Member of Parliament | 1990–2001 | Served on national security, human rights, media, agriculture committees; worked on communal/industrial property matters with local government |
| AJC Central Europe Office | Director | Oct 2016–Feb 2017 | Regional leadership and outreach |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Atlantic Club of Bulgaria | Vice President & Director | Since Apr 2017 |
| Atlantic Treaty Association | Vice President | Since Dec 2017 |
| U.S.–Bulgarian Chamber in America | Board Member | Since Feb 2020 |
| American Foundation for Bulgaria | Board Member | Current |
| Institute for Cultural Diplomacy (Germany) | Board Member | Current |
| Prior boards (non-profit/academic) | European Institute; Executive Council on Diplomacy; Women’s Foreign Policy Group; American University in Bulgaria | Prior service |
Board Governance
| Item | Details |
|---|---|
| Independence | Determined independent by the Board under Nasdaq/SEC rules and company governance documents |
| Committees | Audit; Compensation; Nominating & Governance |
| Committee activity (2024) | Audit: 8 meetings; Compensation: 5; Nominating & Governance: 1 |
| Lead Independent Trustee | LID since Dec 2019; responsibilities include presiding at executive sessions, calling meetings of independents, principal liaison with management, assisting Compensation Committee’s annual evaluation of RMR, coordinating on governance, and engaging with shareholders when appropriate |
| Board attendance (2024) | Each Trustee attended ≥75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting |
Fixed Compensation (Trustee)
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $85,000 |
| LID additional fee | $17,500 |
| Committee chair fees | N/A for Ms. Poptodorova (not a chair) |
| Total cash (reported) | $102,500 |
Notes:
- Trustee compensation framework includes $85,000 annual cash fee; additional annual fees for committee chairs (Audit $20,000; Compensation $15,000; Nominating & Governance $15,000); LID receives an additional $17,500 .
- Trustees are reimbursed for reasonable expenses; Managing Trustees receive no cash fees .
Performance Compensation (Trustee Equity)
| Grant date | Shares granted | Fair value | Vesting | Performance metrics |
|---|---|---|---|---|
| June 13, 2024 | 11,627 Common Shares | $24,998 | Fully vested on grant date | None disclosed (time-based full-value shares) |
Additional context:
- Trustees receive an annual equity grant (Common Shares) for Board service; for 2024, value per Trustee was $25,000, resulting in 11,627 shares each based on closing price on the grant date; awards vested in full on grant date .
Other Directorships & Interlocks
| Company | Role | Status/tenure |
|---|---|---|
| TravelCenters of America Inc. (RMR client) | Director | 2020–May 2023 (company acquired by BP Products North America Inc.) |
| Other public company boards | — | None current |
Shareholder voting signals:
- 2025 annual meeting votes for Trustee nominees (For/Withhold): Poptodorova received 24,746,599 For and 13,280,787 Withhold, a markedly lower “For” tally than several peers (e.g., Lamkin 30,323,740 For) .
Expertise & Qualifications
- Diplomacy and leadership; government/public policy; financial literacy; public company board experience; exposure to REIT/real estate; risk oversight/management (as highlighted in nominee skill profile) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 25,607 Common Shares (Less than 1%) |
| Trustee ownership guideline | Must retain at least 20,000 shares within five years of initial election; as of Mar 17, 2025, all Trustees met the guideline |
| Shares outstanding (reference) | 69,824,743 Common Shares outstanding as of Mar 17, 2025 |
Policies:
- Insider Trading Policy prohibits hedging; designated blackout periods apply; pre-clearance required for certain insiders .
Insider Trades
| Period reviewed | Form 4 transactions (Poptodorova) |
|---|---|
| 2023-01-01 to 2025-11-20 | None found via insider-trades skill scan (no records returned) |
Note: Insider-trades tool scan returned no Form 4 filings for “Poptodorova” on OPI during the period above (scan date current).
Governance Assessment
- Independence and leadership: As LID since 2019, Poptodorova has robust responsibilities including presiding at independent sessions, liaising with management, and assisting with RMR performance evaluations—key functions given OPI’s external management model .
- Attendance and engagement: Met OPI’s attendance expectations (≥75%) and participated in the annual meeting; the Board conducted shareholder outreach with holders of ~44% of shares in 2024, signaling engagement posture .
- Shareholder voting signal: 2025 election results indicate elevated withhold votes for Poptodorova relative to several peers (24.7M For vs 13.3M Withhold), which may reflect investor scrutiny of governance or related-party oversight; continued engagement is advisable .
- Compensation alignment (Director): Cash/equity mix is transparent and modest (cash $102.5k; equity ~$25k in 2024), with full vesting at grant, and ownership guideline compliance (≥20k shares), supporting alignment .
- Related-party exposure (RED FLAGS to monitor): OPI’s significant related-party dealings with The RMR Group (business management fees ~$13.1M; property management & construction supervision fees ~$16.5M; expense reimbursements ~$25.8M in 2024) and arrangements involving Sonesta (controlled by an RMR affiliate’s principal) require rigorous conflict oversight by independents, including the LID . The equity plan provides single-trigger vesting on “Change in Control” or “Termination Event” (including if RMR ceases to be manager/shared services provider), which some investors view as less protective than double-trigger designs .
- Board refresh/special situations: In June 2025, OPI added Independent Trustee Timothy R. Pohl with atypical compensation ($50,000 per month plus limited $7,500 per diem) and appointed him to the Compensation Committee and a new special committee—signaling heightened board action during a complex period; independents, led by the LID, will be central to credibility with creditors and shareholders .
Appendix: Key Related-Party and Shareholder Items
- RMR fees and reimbursements (FY2024): Business management ~$13.1M; property management & construction supervision ~$16.5M; expense reimbursements ~$25.8M .
- Leases with RMR: OPI recognized ~$0.8M in rental income in 2024 from RMR for office space leases .
- Sonesta arrangement: Prior lease terminated Jan 1, 2025; OPI recognized $12.4M rental income in 2024; transitioned to a management agreement. Sonesta has ties to OPI insiders (Mr. Portnoy is a director/controlling shareholder; Ms. Clark is a director), underscoring conflict oversight needs .
- Say-on-pay (2025): For 22,066,964; Against 13,138,210; Abstain 2,822,212 (non-binding) .