Jeffrey Somers
About Jeffrey P. Somers
Independent Trustee at Office Properties Income Trust (OPI) since 2009; age 82. Former law firm managing partner with deep expertise in legal, corporate governance, regulatory, and finance/accounting matters. Currently chairs OPI’s Nominating & Governance Committee and serves on the Audit Committee, with Board independence affirmed under Nasdaq/SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morse, Barnes-Brown & Pendleton, PC | Of Counsel; previously Member; Managing Member for six years | 1995–2009; Of Counsel since 2010 | Managed firm operations; governance leadership |
| Gadsby Hannah LLP (now McCarter & English, LLP) | Partner; Managing Partner for eight years | >20 years prior to 1995 | Led firm; complex transactions oversight |
| U.S. Securities and Exchange Commission | Staff Attorney | Prior to private practice | Regulatory and public policy exposure |
| Cantella Management Corp. | Director | 2002–Jan 2014 | Oversight of broker-dealer holding company |
| Pictet Funds | Trustee | 1995–2001 | Investment company governance |
| Glover Hospital (now part of Beth Israel Deaconess) | Trustee | Prior years | Nonprofit governance |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | Independent Trustee | Since 2009 | RMR-managed REIT |
| Seven Hills Realty Trust (SEVN), including predecessors | Independent Trustee | Since 2009 | RMR-managed REIT |
| Tremont Mortgage Trust | Independent Trustee | 2017–2020 | Predecessor to SEVN |
| Select Income REIT | Independent Trustee | 2012–2018 | Merged into OPI subsidiary in 2018 |
Board Governance
- Committee assignments: Audit Member; Nominating & Governance Chair .
- Independence: Board determined Somers is independent under Nasdaq/SEC and OPI governance documents .
- Attendance: Board met 9 times in 2024; each Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Committee activity: Audit (8 meetings, 2024), Compensation (5), Nominating & Governance (1) .
- Independent sessions: Independent Trustees meet at least twice per year; Lead Independent Trustee presides (currently Elena Poptodorova) .
- Board declassified to annual elections; proxy access adopted; resignation policy for <50% votes in uncontested elections .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual Cash Retainer | $85,000 | FY2024 | Standard Independent Trustee fee |
| Committee Chair Fee (Nominating & Governance) | $15,000 | FY2024 | Chair fee level |
| Total Cash Paid | $100,000 | FY2024 | Base + chair fee |
| Meeting Fees | None disclosed | FY2024 | OPI does not list per-meeting fees |
| Lead Independent fee (not applicable to Somers) | $17,500 | FY2024 | For Lead Independent Trustee role |
Performance Compensation
| Equity Award Term | Detail | Period | Notes |
|---|---|---|---|
| Annual Equity Grant (Common Shares) | 11,627 shares | Awarded June 13, 2024 | Determined by closing price on grant date |
| Grant Date Fair Value | $24,998 | FY2024 | Equals closing price × shares; fully vested on grant date |
| Vesting | Immediate (fully vested on grant date) | FY2024 | Director awards not subject to performance metrics |
| Form of Equity | Common Shares (no options) | FY2024 | Directors receive annual Common Share awards |
Note: OPI does not disclose director-specific performance metrics tied to director equity grants; director awards vest immediately upon grant and are not conditioned on financial/ESG targets .
Other Directorships & Interlocks
| Company | Relationship | Role | Potential Interlock Notes |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | RMR-managed | Independent Trustee | Shared governance ecosystem with OPI under RMR management |
| Seven Hills Realty Trust (SEVN) | RMR-managed | Independent Trustee | Shared governance ecosystem; prior Tremont/SEVN merger |
- Board independence review explicitly considered relationships with RMR and concluded no material relationship impairing judgment for independent trustees, including Somers .
Expertise & Qualifications
- Legal, corporate governance, and regulatory expertise from decades in private practice and firm leadership; SEC experience adds regulatory depth .
- Financial literacy/sophisticated understanding of finance/accounting from service on REIT and investment company boards and committees .
- Public company board experience across multiple REITs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Guideline Compliance |
|---|---|---|---|
| Jeffrey P. Somers | 38,739 | <1% | Trustees must retain ≥20,000 shares within 5 years; all Trustees met guidelines as of March 17, 2025 |
- Hedging prohibition applies to Trustees; insider trading controls and blackout periods in effect .
- Pledging not disclosed for Somers; no related-party ownership exceptions noted in beneficial ownership table .
Governance Assessment
- Strengths:
- Long-tenured independent director with chair role on Nominating & Governance, providing direct oversight of board composition, independence, and succession planning .
- Meaningful share ownership exceeding guideline threshold; firm-wide prohibition on hedging enhances alignment .
- Potential investor scrutiny points:
- Ecosystem interlocks (service on DHC and SEVN, both RMR-managed) may raise perceived conflicts; Board’s independence determination explicitly reviewed RMR relationships and affirmed independence .
- Nominating & Governance Committee met once in 2024 versus higher cadence for Audit (8) and Compensation (5); as committee chair, meeting frequency and refreshment activities may merit monitoring given ongoing balance-sheet and strategic challenges .
- Director equity awards vest immediately; absence of performance-conditioned director equity could be viewed as limiting direct pay-for-performance incentives at the board level, though this is common for director compensation .