Timothy Pohl
About Timothy R. Pohl
Independent Trustee at Office Properties Income Trust (OPI). Age 58. Appointed to the Board on June 11, 2025; deemed independent under Nasdaq/SEC and OPI governing documents. Founder of TRP Advisors (restructuring advisory); previously Managing Director, Restructuring & Capital Solutions at Lazard (2009–2019) and co-head of global corporate restructuring at Skadden. Education: B.A., Amherst College; J.D., University of Chicago Law School. Initial term expired at the 2025 annual meeting; upon the conclusion of that meeting, he received a term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRP Advisors, LLC | Founder; Senior Advisor/Consultant focused on distressed situations, portfolio challenges, acquisitions | 2019–present | Recognized for restructuring, valuation, liquidity and balance sheet assessments; expert testimony on valuation/restructuring |
| Lazard Frères & Co. LLC | Managing Director, Restructuring & Capital Solutions Group | 2009–2019 | Led high-profile corporate restructurings across industries |
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Co-head, Global Corporate Restructuring Practice | Prior to 2009 | Co-led global restructuring practice (corporate law, restructuring law and litigation) |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| TPI Composites, Inc. | Director | 2025–present | Not disclosed |
| Mondee Holdings, Inc. | Director | 2024–2025 | Not disclosed |
| Libbey, Inc. | Director | May–Nov 2020 | Not disclosed |
| Various private companies | Director | Not disclosed | Multiple privately owned company boards |
Board Governance
- Status and tenure: Independent Trustee effective June 11, 2025; initial term through the 2025 annual meeting; upon the conclusion of that meeting, term runs to the 2026 annual meeting .
- Committee assignments: Compensation Committee member; appointed to a newly formed special committee of the Board .
- Independence and conflicts: Board concluded he is independent under Nasdaq/SEC and OPI documents; no related-party transactions requiring Item 404(a) disclosure; no family relationships; no selection arrangements .
- Board context: Lead Independent Trustee is Elena B. Poptodorova; Audit Chair is William A. Lamkin; Compensation Chair is Donna D. Fraiche .
- Attendance context: In 2024 the Board held nine meetings; each Trustee attended at least 75% of aggregate Board and committee meetings (Pohl was not yet on the Board) .
- Confirmation of current seat: OPI’s governance materials and SEC filings in mid-2025 list Mr. Pohl as an Independent Trustee .
Fixed Compensation
| Component | Amount/Terms | Effective/Period | Source |
|---|---|---|---|
| Monthly retainer (Independent Trustee) | $50,000 per month | Until termination of service as Independent Trustee | |
| Per diem (limited circumstances) | $7,500 per diem | As specified; limited circumstances | |
| Expenses | Reimbursement of reasonable, documented expenses | Ongoing | |
| Indemnification | Standard indemnification agreement (same form as other Trustees/executives) | To be entered upon appointment |
Benchmark vs. standard trustee pay (context):
| Standard Independent Trustee Pay Element | Amount (2024 policy) | Notes | Source |
|---|---|---|---|
| Annual cash retainer | $85,000 | Chairs: Audit $20,000; Compensation $15,000; Nominating & Governance $15,000; Lead Independent $17,500 | |
| Annual equity grant | $25,000 value (11,627 common shares on 6/13/2024; fully vested at grant) | Awarded to each Trustee |
Implication: Pohl’s cash retainer ($50,000/month; $600,000 annualized) materially exceeds the standard trustee cash fee and chair premia, indicating elevated time commitment and special engagement (e.g., special committee work) versus typical Trustee service .
Performance Compensation
| Component | Structure | Vesting/Performance Metrics | Source |
|---|---|---|---|
| Annual share awards to Trustees (company policy) | Common share grants to each Trustee (e.g., 2024 award) | Fully vested at grant; no performance metrics disclosed for director equity | |
| Pohl-specific performance metrics | Not disclosed | Not disclosed |
No director performance metrics (TSR, EBITDA, etc.) are disclosed for Pohl; director equity, when granted, is time-based and fully vested per policy disclosure for 2024 awards .
Other Directorships & Interlocks
| Company | Relationship to OPI (customer/supplier/competitor) | Interlock/Conflict | Source |
|---|---|---|---|
| TPI Composites, Inc. | Not disclosed | No transactions requiring Item 404(a) disclosure | |
| Mondee Holdings, Inc. | Not disclosed | No transactions requiring Item 404(a) disclosure | |
| Libbey, Inc. | Not disclosed | No transactions requiring Item 404(a) disclosure |
OPI is managed by The RMR Group; Pohl is not an RMR executive and has no related-party transactions requiring disclosure, which supports independence in an RMR-managed governance context .
Expertise & Qualifications
- Three decades of corporate restructuring, financing, M&A, valuation, capital markets, corporate and restructuring law expertise; led high-profile restructurings across sectors including energy, retail and real estate .
- Recognized as a leading investment banker and attorney; has provided expert testimony on valuation and restructuring .
- Education: B.A., Amherst College; J.D., University of Chicago Law School .
Equity Ownership
| As-of | Beneficial Ownership | Notes |
|---|---|---|
| Initial Form 3 filed June 16, 2025 (event date June 11/12, 2025) | “No securities are beneficially owned.” | Initial statement as Director; no OPI equity reported |
Ownership alignment guidelines:
- Trustee share ownership guideline: retain at least 20,000 OPI common shares within five years of the relevant trigger (as defined by election method); measured annually; exceptions possible for legal/employer restrictions. As of March 17, 2025, all then-serving Trustees met the guideline (pre-dating Pohl’s appointment) .
- Equity grants: Company policy provides annual share awards to Trustees; 2024 grant was 11,627 shares ($24,998), fully vested on grant date (illustrative of policy; Pohl’s 2025 award not disclosed) .
Insider filings:
| Filing | Date Filed | Event Date | Reported Holdings | Source |
|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | June 16, 2025 | June 11/12, 2025 | No securities beneficially owned |
Governance Assessment
- Strengths for board effectiveness: Deep restructuring, valuation and capital markets background; immediate assignment to Compensation Committee and a special committee suggests the Board is leveraging these skills in areas requiring intensive oversight . Independence affirmed; no related-party transactions requiring disclosure; no family relationships .
- Alignment and incentives: As of initial Form 3, no OPI equity; however, Trustees are subject to a five-year 20,000-share ownership guideline and are typically granted annual share awards; Pohl’s 2025 equity grant (if any) not disclosed as of available filings .
- Compensation structure signals: Cash retainer of $50,000 per month plus per-diem is substantially above standard trustee cash fees ($85,000/year plus modest chair premia), indicating a significant time commitment, likely tied to special committee responsibilities and near-term governance workload .
- RED FLAGS / watch items:
- Outsized cash-only retainer relative to standard trustee pay could be viewed as a governance risk if not complemented by equity alignment over time; monitor for equity grant disclosure and ownership guideline progress .
- Initial absence of share ownership (Form 3: none) reduces immediate “skin in the game,” though the five-year guideline provides a compliance runway; track subsequent Forms 4/5 for purchases or awards .
- Other notes: OPI is externally managed by The RMR Group; Pohl has no Item 404(a) transactions, supporting independence within an externally managed framework .