Jennifer Clark
About Jennifer B. Clark
Jennifer B. Clark, age 63, is a Managing Trustee of Office Properties Income Trust (OPI) and serves as the Company’s Secretary. She has been a Trustee since 2021 and brings deep legal, corporate governance, and real estate expertise from executive roles at The RMR Group Inc. (RMR Inc.) and its affiliates, including Executive Vice President, General Counsel, and Secretary of RMR Inc. and Executive Vice President and General Counsel of RMR since 2008 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RMR Group Inc. (RMR Inc.) | EVP, General Counsel, Secretary | EVP/GC since 2008; Secretary since 2015 | Senior legal/governance leadership for RMR-managed REITs; alignment with RMR management structure |
| RMR (manager to OPI) | Executive Vice President and General Counsel; Secretary | EVP/GC since 2008; Secretary since 2015 | Oversees legal/corporate governance supporting OPI and other RMR Clients |
| ABP Trust | Officer | Not disclosed | Affiliated entity connected to RMR ecosystem; potential interlocks |
| RMR Advisors LLC | Director (2016–2021), President/CEO (2019–2018), EVP/GC (2017–2018), Secretary (since 2004) | Various roles 2004–2021 | Led investment adviser prior to merger into Tremont Realty Capital LLC in 2021 |
| Seven Hills Realty Trust | Chief Legal Officer | 2002–Jan 2021 | Oversight of REIT legal matters |
| Tremont Realty Capital LLC | Director, EVP, GC, Secretary (via roles) | Not disclosed | Real estate finance affiliate linked to RMR structure |
| Sullivan & Worcester LLP | Partner | Prior to joining RMR | Corporate/real estate legal practice background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The RMR Group Inc. (public) | Director | Since 2018 | RMR Inc. is the listed manager overseeing OPI and other RMR Clients |
| Sonesta International Hotels Corporation and its parent | Director and Secretary | Not disclosed | ABP Trust controls Sonesta; governance interlock in RMR ecosystem |
| AlerisLife Inc. (public) | Director | 2020–Mar 2023 | Company acquired by ABP Trust in March 2023 |
| Diversified Healthcare Trust (public) | Director | 2018–June 2021 | RMR-managed REIT |
| Seven Hills Realty Trust (public) | Director | 2019–Jan 2021 | RMR-managed REIT |
Board Governance
- Independence: Managing Trustee; not an Independent Trustee under Nasdaq/SEC and OPI governing documents .
- Committee assignments: None; Managing Trustees do not serve on Board committees (committees are fully independent) .
- Attendance: Board held 9 meetings in 2024; each Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting .
- Lead Independent Director: Elena B. Poptodorova; Independent Trustees meet at least twice per year in executive session .
- Secretary of OPI: By order of the Board, Jennifer B. Clark is listed as Secretary in the 2025 meeting notice .
Fixed Compensation
| Component | Amount | Timing/Detail | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | FY2024 | Managing Trustees do not receive cash compensation for Board service . |
| Equity grant (Common Shares) | $24,998 | Jun 13, 2024 | 11,627 Common Shares granted; grants rounded to nearest whole share . |
| Committee chair fees | N/A | — | Applies only to Independent Trustees; ranges $15,000–$20,000 depending on committee . |
| Lead Independent Trustee fee | N/A | — | $17,500 applies to Lead Independent Trustee (not Clark) . |
Performance Compensation
- Directors’ equity is granted as fully vested Common Shares at grant; there are no performance-based metrics tied to director compensation (no options, PSUs, or TSR-linked awards for Trustees) . | Metric/Condition | Applies to Directors? | Detail | |---|---|---| | Performance metrics (e.g., revenue, EBITDA, TSR) | No | Not used for Trustee pay; equity grants to Trustees fully vest at grant . | | Options/PSUs | No | OPI does not currently grant stock options to named executive officers; Trustee grants are Common Shares . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| RMR Inc. | Manager to OPI | Director; EVP/GC/Secretary | Core governance interlock: OPI is externally managed by RMR; committees evaluate RMR agreements . |
| Sonesta/Parent | Hospitality | Director & Secretary | ABP Trust controls Sonesta; ABP Trust is part of RMR ecosystem . |
| AlerisLife | RMR Client (historical) | Director (ended 2023) | Former RMR Client; acquired by ABP Trust . |
| DHC | RMR Client | Former Director | RMR-managed REIT . |
| SEVN | RMR Client | Former Director | RMR-managed REIT . |
Expertise & Qualifications
- Legal/regulatory, corporate governance, REIT and real estate expertise; public company executive experience; risk oversight and ESG experience noted by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Jennifer B. Clark | 143,774 | <1% | Mar 17, 2025 | Beneficial ownership table in proxy . |
| Shares outstanding (for % calc.) | 69,824,743 | — | Mar 17, 2025 | Outstanding Common Shares . |
| Ownership guidelines | 20,000 shares minimum | Met | Assessed annually | All Trustees met guidelines as of Mar 17, 2025 . |
Governance Assessment
- Committee roles and independence: Clark serves as a Managing Trustee with no committee assignments; all committees are fully independent, with the Lead Independent Trustee facilitating executive sessions and governance oversight—positive for committee independence, but Clark’s non-independent status and senior RMR role warrant monitoring .
- Attendance and engagement: Board met 9 times in 2024; all Trustees met ≥75% attendance and attended the annual meeting—acceptable engagement level .
- Compensation and alignment: Managing Trustees receive no cash retainer and modest annual equity grants that vest immediately; ownership guidelines require 20,000 shares and are met—alignment is present, but immediate vesting reduces long-term retention incentives relative to time-based vesting designs .
- Related-party exposure and potential conflicts (RED FLAGS):
- OPI is externally managed; Clark is EVP/GC/Secretary of RMR Inc. and an officer of ABP Trust, creating structural conflicts as Board oversight includes reviewing RMR’s management agreements and performance; robust Independent Committee oversight is critical .
- Compensation Committee interlocks: Independent Trustees on OPI’s Compensation Committee also serve on compensation committees/boards of other RMR Clients (e.g., SVC and SEVN), heightening interlocks; disclosed in proxy as part of “Compensation Committee Interlocks and Insider Participation” .
- Policies: Prohibition on hedging and structured insider trading policy with blackout windows and pre-approval requirements support governance standards—positive signal .
- Board structure: Declassification and annual elections adopted (supported by ~71% shareholders) and proxy access bylaw in place—positive shareholder-rights posture .
Additional Notes
- Director compensation program: Independent Trustees receive $85,000 cash retainer; committee chairs receive $15,000–$20,000; Lead Independent Trustee receives $17,500; all Trustees receive annual Common Share grants (e.g., 11,627 shares equating to $24,998 in 2024) .
- Equity plan: 2025 proposal to increase share reserve to 3,500,000 under the Amended and Restated Plan; burn rate 1.25% in 2024, three-year average 0.72%; overhang ~3.9% post-addition—important for dilution monitoring .
- Principal shareholders and NOL preservation: Bylaws amended on June 13, 2024 to limit new holders to <5% without waiver to preserve tax assets; waivers for MSD and D.E. Shaw disclosed—neutral governance mechanism disclosure .
Overall, Clark’s deep legal/governance experience and prior REIT leadership provide technical credibility, but her dual senior role at RMR and status as a Managing Trustee represent structural conflicts that investors should monitor against independent committee rigor and transparent related-party oversight. Independent committee composition, anti-hedging policy, attendance levels, and shareholder-rights enhancements mitigate some concerns, though interlocks across RMR Clients remain a governance risk factor .