Yael Duffy
About Yael Duffy
Yael Duffy, age 45, is President and Chief Operating Officer of Office Properties Income Trust (OPI) since January 1, 2024; she is a Senior Vice President at The RMR Group overseeing asset management, leasing, and property management, and also serves as President (since 2022) and COO (since 2020) of Industrial Logistics Properties Trust (ILPT) . Company performance context during her tenure initiation: OPI reported a 2024 net loss of $136.1 million and a total shareholder return (TSR) of $5.36 on a $100 baseline for 2024; prior years show net losses of $69.4 million (2023) and $6.1 million (2022) with TSR of $38.59 and $60.00, respectively . As of March 17, 2025, OPI had 69,824,743 common shares outstanding .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Senior Vice President | 2021–present | Oversees asset management, leasing, and property operations across office, industrial, retail portfolios |
| The RMR Group LLC | Vice President | 2019–2021 | Advanced operational and leasing functions; continued progression since joining RMR in 2006 |
| Industrial Logistics Properties Trust (ILPT) | Chief Operating Officer | 2020–present | Operational leadership for industrial/logistics portfolio |
| Industrial Logistics Properties Trust (ILPT) | President | 2022–present | Strategic portfolio stewardship and execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Industrial Logistics Properties Trust (Nasdaq: ILPT) | President & COO | 2022–present (President); 2020–present (COO) | Leadership of industrial REIT operations and strategy |
Fixed Compensation
OPI does not pay cash salary, cash bonus, or employee benefits to executive officers; equity awards are the sole OPI-paid compensation. Cash salary and bonuses are paid by RMR separately (aggregate across NEOs disclosed, not per-person at OPI).
| Metric | 2024 |
|---|---|
| Base Salary (OPI-paid) | $0 |
| Target Bonus % (OPI-paid) | Not applicable |
| Actual Bonus Paid (OPI-paid) | $0 |
| All Other Compensation (cash distributions on unvested OPI shares) | $456 |
Note: In 2024, OPI discloses aggregate base salaries of $706,362 and aggregate cash bonuses of $814,500 paid by RMR to its executives serving OPI and other RMR clients; these are not OPI-paid and are not person-specific in OPI’s proxy .
Performance Compensation
OPI grants time-based full-value restricted common shares under its Share Award Plan; OPI does not currently grant stock options to NEOs. Awards vest 20% on grant date, and 20% on each of the next four anniversaries, subject to continued significant services to OPI/RMR/RMR clients; dividends/distributions are paid on both vested and unvested shares; accelerated vesting applies upon change in control or specified termination events .
Equity Awards – Grant and Fair Value
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Unvested Shares (count) | 200 | 960 | 2,400 | 26,290 |
| Market Value of Unvested Shares at 12/31/24 ($) | $200 | $960 | $2,400 | $26,285 |
| Grant Date | Sep 15, 2021 | Sep 14, 2022 | Sep 13, 2023 | Sep 11, 2024 |
| 2024 Grant Fair Value (ASC 718) | — | — | — | $69,998 |
Vesting Schedule – Upcoming Tranches (illustrative from 2024 grant)
| Grant Year | Immediate Vest | Anniversary 1 | Anniversary 2 | Anniversary 3 | Anniversary 4 |
|---|---|---|---|---|---|
| 2024 (26,290 sh) | 20% on 9/11/2024 | 20% on 9/11/2025 | 20% on 9/11/2026 | 20% on 9/11/2027 | 20% on 9/11/2028 |
Change-in-Control / Termination Vesting
| Name | Unvested Shares that would Vest | Value at 12/31/24 ($) |
|---|---|---|
| Yael Duffy | 29,850 | $29,845 |
Pay Versus Performance – Company Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 60.00 | 38.59 | 5.36 |
| Net Income (Loss) ($000s) | (6,109) | (69,432) | (136,107) |
Equity Ownership & Alignment
| Ownership Metric (as of 3/17/2025) | Value |
|---|---|
| Beneficially Owned Shares | 38,308 |
| Ownership as % of Shares Outstanding | <1% (based on 69,824,743 shares) |
| Unvested Restricted Shares Outstanding | 29,850 |
| Market Value of Unvested Restricted Shares (12/31/24) | $29,845 |
| Options Outstanding (exercisable/unexercisable) | None; OPI does not currently grant options to NEOs |
| Hedging / Pledging | Hedging by officers is prohibited under OPI’s Insider Trading Policy; pledging not disclosed |
Stock ownership guidelines are detailed for Trustees; executive officer ownership guidelines are not disclosed at OPI .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective Date | Appointed President & COO effective January 1, 2024 |
| Indemnification Agreement | OPI to enter standard indemnification agreement consistent with Board/executive forms (reference to filed form) |
| Change-in-Control / Termination | Unvested awards vest upon change in control or “Termination Event” as defined in plan |
| Insider Trading Policy | Blackout periods for officers; advance approval required for certain transactions; hedging prohibited |
Investment Implications
- Pay-for-performance alignment: OPI’s NEO compensation is equity-only and time-based. With company TSR deeply negative across 2022–2024, the small ASC 718 grant values and low market value of unvested shares reflect weak share price; awards still provide retention through multi-year vesting but lack explicit performance metrics (no PSUs), indicating alignment is primarily tenure-based rather than outcome-based .
- Vesting cadence and potential selling pressure: One-fifth of each award vests on grant and annually thereafter, creating predictable vest dates (September each year) that could be monitored for potential selling, subject to blackout windows and policy constraints .
- Change-in-control economics: Single-trigger acceleration on change in control and vesting on specified termination events increase realized value of unvested awards ($29,845 at 12/31/24 for Duffy), which can reduce retention risk in a transaction scenario but raises potential deal-related payout sensitivity .
- Alignment and ownership: Direct beneficial ownership is <1% with 38,308 shares and 29,850 unvested; absence of options and prohibition on hedging mitigate misalignment risks, but lack of disclosed executive ownership guidelines at OPI limits formal skin-in-the-game expectations beyond time-based RS .
- Governance context: Compensation Committee is fully independent (5 meetings in 2024) and administers awards; say-on-pay is on the ballot for 2025 but historical approval rates are not disclosed, so investor feedback on the equity-only, time-based design should be monitored .