Mark Talley
About Mark A. Talley
Independent Trustee of Office Properties Income Trust (OPI), age 60, serving since 2022. Talley sits on the Audit and Compensation Committees, and is designated independent under Nasdaq and SEC rules. His background spans 30 years in commercial real estate (CRE) across brokerage, client relationship management, and entrepreneurial advisory roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenwood Commercial Real Estate | Principal, founding partner; led office acquisition/disposition and leasing advisory | 2021–2023 | Deep transaction exposure in office CRE |
| Griswold Realty Advisors | Founder; ongoing advisory work | 2012–present | Entrepreneurial leadership in CRE advisory |
| Grubb & Ellis | Vice President | 2007–2012 | Brokerage execution and client coverage |
| Jones Lang LaSalle / LaSalle Partners | Client Relationship Manager | 1995–2007 | Long-cycle client management and leasing strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public boards noted |
| Civic/Non-profit (Detroit area) | Various roles | Not specified | Civic leadership roles referenced without specifics |
Board Governance
- Committees: Audit and Compensation member (not chair) .
- Independence: Affirmed by Board; meets Nasdaq and SEC independence standards .
- Attendance and engagement: Board held 9 meetings in 2024; Audit Committee met 8 times; Compensation Committee met 5 times. Each Trustee attended ≥75% of applicable meetings; all Trustees attended the 2024 annual meeting .
- Executive sessions: Independent Trustees meet at least twice per year, led by the Lead Independent Trustee (currently Elena Poptodorova) .
- Committee structure: All Board committees comprise only Independent Trustees .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $85,000 | $85,000 |
| Committee chair fees | $0 (not a chair) | $0 (not a chair) |
| Lead Independent Trustee fee | $0 | $0 |
| Special committee fees | $25,000 (merger special committee) | $0 |
| Equity grant (shares) | 3,500 shares | 11,627 shares |
| Equity grant (grant-date value) | $27,650 | $24,998 |
| Total | $137,650 | $109,998 |
- Trustee compensation framework: Independent Trustees receive $85,000 cash retainer; committee chair fees apply only to chairs; equity awards granted annually; Managing Trustees receive no cash .
Performance Compensation
- No performance-based director metrics disclosed; Trustee equity awards fully vest on the grant date, and director pay consists of fixed cash retainers and annual equity grants . | Governance Metric | Structure/Status | |---|---| | Equity vesting (Trustees) | 100% vesting at grant date | | Stock ownership guideline | 20,000 shares within 5 years | | Guideline compliance | All Trustees met guidelines as of March 17, 2025 | | Hedging policy | Hedging of OPI securities expressly prohibited |
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| Other public companies | None | None disclosed |
| Compensation Committee interlocks | OPI Compensation Committee members include Fraiche (SVC comp member/lead independent) and Gilmore (SEVN comp chair); Talley is a member without identified interlocks |
Expertise & Qualifications
- CRE transaction and leasing expertise; investment and risk oversight; financial literacy .
- Entrepreneurial leadership; founding partner of an African American-led CRE firm .
Equity Ownership
| Metric | 2024 (as of Mar 22, 2024) | 2025 (as of Mar 17, 2025) |
|---|---|---|
| Total beneficial shares | 8,649 | 20,798 |
| % of shares outstanding | <1% | <1% (based on 69,824,743 shares) |
| Notes | No footnotes on pledging/options | No footnotes on pledging/options |
Governance Assessment
- Strengths:
- Independent Trustee with dual committee roles (Audit, Compensation) and CRE operational depth; supports oversight of leasing, dispositions, and financial reporting .
- Strong alignment signals: equity ownership guideline met; hedging prohibited; annual equity grants to Trustees (fully vested) and transparent director pay structure .
- Board composition remains majority independent; all committees are independent; executive sessions occur routinely under a Lead Independent Trustee .
- Risks and potential conflicts (systemic to OPI, mitigated by committee independence):
- OPI is externally managed by The RMR Group; significant fees to RMR ($13.1mm business management; $16.5mm property/construction in 2024), and reimbursements ($25.8mm) create related-party dependence .
- RMR credit facility pledge of OPI management agreements indicates encumbrance risk if RMR’s credit were stressed .
- Sonesta relationship: OPI terminated a large lease and entered a management agreement; Sonesta is controlled by ABP Trust/Adam Portnoy (Managing Trustee), with additional director ties; material rent/tenant improvement flows highlight potential conflicts requiring rigorous independent oversight .
- Combined D&O insurance among OPI, RMR Inc., and other RMR Clients increases interlinkages; Board discloses approval mechanics for related-party transactions and states disinterested Trustee approval occurred .
- Signals to monitor:
- Equity plan expansion: proposed increase to 3.5mm shares and overhang of ~3.9% at YE 2024; compensation committee engaged Ferguson Partners on plan design—track dilution and award practices .
- Continued board refresh, shareholder outreach, and independence determinations support governance quality; observe attendance and committee workloads (Audit: 8 meetings; Compensation: 5 meetings in 2024) .
RED FLAGS: External management and extensive related-party transactions (RMR fees, Sonesta arrangements, pledged management agreements) necessitate sustained independent committee oversight and transparent approval processes . No personal conflicts identified for Talley; risks are structural to OPI’s governance model.