Ann Logan
RMR GROUPAbout Ann Logan
Ann Logan, 70, has served as an Independent Director of The RMR Group Inc. since 2015. She currently chairs the Audit Committee and sits on the Compensation and Nominating & Governance Committees, with a background as EVP at Fannie Mae (Chief Credit Officer and head of Single Family) and prior public company board experience at PHH Corporation . The Board has affirmatively determined she is independent under Nasdaq, SEC, and RMR bylaws, with no material relationships that would impair judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | EVP, Chief Credit Officer; EVP, Single Family Mortgage Business | 1993–1998 (Chief Credit Officer); 1998–2000 (Single Family) | Led portfolio credit oversight; ran single-family mortgage business |
| PHH Corporation (NYSE) | Director | 2005–2010 | Chair, Risk Management Committee; member, Audit and Compensation Committees |
| Bryn Mawr College | Chair, Board of Trustees | Not disclosed | Governance leadership |
| The Washington School for Girls | Board Member | Not disclosed | Not disclosed |
| Georgetown Preparatory School | Board Member | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Other RMR-managed public company boards | None | Current | — |
| Other non-RMR-managed public company boards | None | Current | — |
| Non-profit/academic | Chair (Bryn Mawr), board member (Washington School for Girls, Georgetown Prep) | Prior/unspecified current | Governance experience outside public companies |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Nominating & Governance .
- Audit Committee met 8 times in FY 2024; Compensation 5; Nominating & Governance 2; Logan designated the Audit Committee’s “financial expert” .
- Attendance: Board held 5 meetings in FY 2024; every Director attended ≥75% of Board/committee meetings during their service period; all Directors attended the prior annual meeting .
- Independence: Board determined Logan is independent under Nasdaq/SEC and bylaws, with no material relationships .
- Executive sessions: Independent Directors meet regularly in executive session led by the Lead Independent Director .
- Leadership context: RMR is a “controlled company” (ABP Trust >50% voting power); despite eligibility to include Managing Directors on certain committees, Compensation and Nominating & Governance Committees are composed solely of Independent Directors .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Independent Director cash fee |
| Committee chair fee | $20,000 | Audit Committee Chair fee |
| Total cash fees | $115,000 | Sum of retainer + chair fee |
| Director stock award | $99,990 | 4,219 Class A shares granted 3/27/2024; fully vested at grant |
| Total director compensation | $214,990 | Cash + stock |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Class A Common Shares (Director equity) | 3/27/2024 | 4,219 | 99,990 | Fully vested at grant |
- No options or performance share units disclosed for Directors; equity grants are time-based and, for Directors, fully vested at grant .
- Hedging prohibition: Directors are expressly prohibited from hedging RMR or client company securities under the Insider Trading Policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None (current public company boards) | — | No current public company interlocks disclosed |
| PHH Corporation (2005–2010) | Former director | Prior role; no current interlock |
Expertise & Qualifications
- Financial/Risk expertise from senior leadership at Fannie Mae; Audit Committee financial expert designation .
- Broader real estate and credit industry perspective; REIT/real estate competencies; management experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Ann Logan | 27,797 | <1.0% | As of Jan 9, 2025; excludes fractional shares |
- No disclosure of pledged shares; hedging prohibited for Directors .
- Company ownership concentration: ABP Trust holds 91.0% combined voting power via Class B shares; governance mitigants include independent committee composition .
Governance Assessment
- Committee leadership and expertise: Logan’s role as Audit Chair and designated “financial expert” is positive for oversight of financial reporting, internal audit, cybersecurity/AI risk, and auditor independence; frequent Audit Committee meetings (8 in FY 2024) signal active oversight .
- Independence and attendance: Formal independence determination with no material relationships; attendance thresholds met; participation in executive sessions supports independent oversight .
- Compensation alignment: Director pay is modest and balanced (cash $115k; equity $99,990 fully vested at grant), consistent with market norms; no meeting fees; structure reduces incentives for short-termism and aligns with shareholder interests via equity .
- Ownership alignment: Personal holdings are modest (<1%); policy prohibiting hedging supports alignment; however, overall control risk remains due to ABP Trust’s dominant voting power—mitigated by independent-only Compensation and Nominating & Governance committees .
- Shareholder signals: 2024 Say-on-Pay approval ~98% indicates broad support for compensation practices, indirectly reflecting governance confidence in board oversight of pay programs .
- Related-party safeguards: Robust related-person transaction review/approval framework; Annex B lists related person transactions reviewed by disinterested Directors; no Logan-specific related transactions disclosed in her biography or committee disclosures; independence determination found no impairing relationships .
RED FLAGS
- Controlled company status (ABP Trust 91% combined voting power) presents a structural governance risk; mitigants include independent composition of key committees and designated Lead Independent Director .
- No explicit director stock ownership guidelines disclosed; while equity grants exist, absence of stated guidelines may limit formal “skin-in-the-game” requirements (not disclosed) .
Notes and Citations:
- Independence status and executive sessions
- Committee memberships, chair roles, and meeting counts; Audit financial expert designation
- Director compensation structure, amounts, and equity grant vesting
- Beneficial ownership (Ann Logan)
- Prior roles and external governance experience
- Controlled company and committee independence
- Hedging prohibition
- Say-on-Pay approval percentage
- Related person transaction policy (Annex)