Christopher Bilotto
RMR GROUPAbout Christopher J. Bilotto
Christopher J. Bilotto, age 47, is Executive Vice President of The RMR Group LLC (since 2023), responsible for portfolio management oversight across RMR-managed properties, design/construction/redevelopment nationwide, acquisitions/dispositions, and senior living and hotel asset management. He joined RMR in 2011, rising from Vice President (2016) to Senior Vice President (2020) before becoming EVP; he also serves as President and CEO of Diversified Healthcare Trust (since January 2024) and briefly served as CEO of Office Properties Income Trust (October–December 2023), following stints as OPI President (2021–2023) and COO (2020–2023) . In 2024, company performance context included expanding private capital AUM by 66% to nearly $13 billion and a 12.5% dividend increase to $0.45 per share, factors cited in holistic compensation evaluations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Executive Vice President | 2023–present | Leads portfolio oversight; design/construction/redevelopment; acquisitions/dispositions; senior living and hotel asset management . |
| The RMR Group LLC | Senior Vice President | 2020–2023 | Senior leadership across asset services; prior senior area director for West Region . |
| The RMR Group LLC | Vice President | 2016–2020 | Regional and asset-level leadership; operational execution . |
| The RMR Group LLC | Senior Area Director (West Region) | Prior to 2016 | Regional operations oversight . |
| General Growth Properties | Various management roles (shopping malls/mixed-use) | Pre-2011 | Property operations across NM, AZ, CA; foundation for asset management expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversified Healthcare Trust (Nasdaq: DHC) | President & CEO | Jan 2024–present | Leads REIT strategy and operations; informs RMR healthcare platform priorities . |
| Office Properties Income Trust (Nasdaq: OPI) | Chief Executive Officer | Oct–Dec 2023 | Transitional leadership during strategic repositioning . |
| Office Properties Income Trust | President; Chief Operating Officer | 2021–2023; 2020–2023 | Led operations/strategy; executed redevelopments and financings . |
| National Association of Office and Industrial Properties | Member | Ongoing | Industry engagement/networking . |
Fixed Compensation (FY 2024)
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 375,000 |
| Annual Bonus ($) | 850,000 |
| All Other Compensation ($) | 37,241 |
| Total ($) | 2,052,208 |
Notes:
- RMR caps executive base salary at $375,000; bonuses are discretionary based on holistic performance (no preset targets) .
Performance Compensation
- Structure: Discretionary cash bonus with no preset performance targets; Compensation Committee evaluates Company/client performance (e.g., revenues, AUM, key transactions) and individual contributions. 2024 factors included MPC Partnership Holdings residential acquisition/integration, client debt restructurings, launch of Tremont real estate lending, Sonesta brand expansion, and significant client transactions (“2024 Transactions”) . Equity awards are time-based restricted stock (no options), vesting one-fifth at grant and one-fifth on each of the next four anniversaries; plan provides accelerated vesting under certain termination/change-in-control events .
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cash Bonus (FY 2024) | Discretionary | N/A | Holistic evaluation vs 2024 Transactions | $850,000 | N/A |
| RMR Restricted Stock (Grant 9/11/2024) | Discretionary | N/A | 6,124 shares | $149,977 grant-date fair value | 20% at grant; 20% annually x4 |
| Client Restricted Stock (FY 2024) | Discretionary (client committees) | N/A | See grant table below | $640,0-odd aggregate (see line items) | 20% at grant; 20% annually x4 (client plans) |
2024 equity grants detail:
| Company | Grant Date | Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| RMR | 9/11/2024 | 6,124 | 149,977 |
| DHC | 9/11/2024 | 74,626 | 249,997 |
| DHC | 5/31/2024 | 37,037 | 90,000 |
| ILPT | 9/11/2024 | 10,330 | 49,997 |
| OPI | 9/11/2024 | 23,474 | 50,000 |
| SVC | 9/11/2024 | 33,860 | 150,000 |
| SEVN | 9/11/2024 | 3,687 | 49,996 |
Equity Ownership & Alignment
Beneficial ownership snapshot (RMR Class A):
| Item | Value |
|---|---|
| Class A Shares Owned | 12,119 |
| Shares Outstanding (Class A, 1/9/2025) | 15,844,688 |
| Ownership % of Class A | 0.076% (12,119 ÷ 15,844,688) |
| Hedging Policy | Hedging prohibited for officers/directors |
| Pledging | Not disclosed in proxy |
| Stock Ownership Guidelines | Not disclosed for executives |
Unvested equity by company (as of 9/30/2024):
| Company | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| RMR | 4,899 | 124,337 |
| DHC | 59,700 | 250,143 |
| ILPT | 8,264 | 39,337 |
| OPI | 18,779 | 40,938 |
| SVC | 27,088 | 123,521 |
| SEVN | 2,949 | 40,608 |
| Total | — | 864,868 |
Alignment notes:
- RMR uses time-based restricted stock (no stock options) to mitigate undue risk-taking and promote long-term decisions .
- Insider trading policy imposes blackout periods and pre-clearance for certain officers, which moderates selling pressure around vesting events .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; RMR has no employment agreements with named executive officers . |
| Severance / Change-in-Control | Equity awards provide accelerated vesting upon certain termination or change-in-control events as defined in the equity plan; no disclosed salary/bonus multiples . |
| Clawback | Not disclosed in proxy . |
| Tax Gross-Ups | None; compensation practices explicitly note no tax gross-ups . |
| Perquisites | No excessive perquisites; compensation emphasizes at-risk pay . |
| Non-Compete / Non-Solicit | Not disclosed for Bilotto (Francis retirement showed non-solicit/covenants, but not applicable to Bilotto) . |
| Insider Trading Controls | Hedging prohibited; designated blackout periods; pre-approval required for certain trades . |
Compensation Structure Analysis
- Mix shift: Continued emphasis on at-risk pay; FY 2024 reduced cash bonuses vs FY 2023 broadly and increased equity award values, aligning compensation with long-term retention amid CRE headwinds .
- No formulaic metrics: Bonuses lack preset targets; Committee applies holistic evaluation including AUM growth and strategic transactions (“2024 Transactions”) .
- Equity plan update: Shareholder vote to approve Second Amended and Restated 2016 Omnibus Equity Plan; restricted stock and RSUs remain core, options allowed under plan but not used historically for NEOs .
- Peer group change: FY 2024 peer set updated to real estate-focused asset managers (Brookfield, Bridge, Cohen & Steers, Kennedy-Wilson, RITHM) to better match size/operations .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: ~98% approval at 2024 annual meeting; Committee maintained program structure given strong support .
Investment Implications
- Alignment: Significant unvested restricted stock across RMR and client REITs supports multi-year retention and alignment with shareholder outcomes; absence of options reduces risk of repricing red flags .
- Selling pressure: Time-based vesting creates periodic share availability, but trading pre-clearance and blackout periods limit opportunistic sales; no pledging disclosed, reducing collateralization risk .
- Transparency: Discretionary bonuses without explicit targets impede pay-for-performance comparability; however, clear linkage to material 2024 transactions and AUM growth provides qualitative alignment .
- Contractual protections: No employment agreement lowers guaranteed severance risk; equity acceleration on CoC/termination is the principal economic lever, typical for retention in asset management/REIT ecosystems .