Jennifer Clark
RMR GROUPAbout Jennifer Clark
Jennifer B. Clark is Managing Director (since 2018) and Executive Vice President, General Counsel and Secretary of The RMR Group Inc. (since 2015); she is 63 years old and a career real estate and corporate governance attorney who previously was a partner at Sullivan & Worcester LLP . She is a long‑tenured legal and governance leader at RMR LLC (Executive Vice President and General Counsel since 2008; Secretary since 2015) and serves in governance roles across RMR’s managed public clients and affiliates . RMR cites a pay‑for‑performance framework driven by holistic evaluations and discretionary bonuses rather than preset financial targets; no specific TSR, revenue growth, or EBITDA growth targets are disclosed for her compensation, and 2024 say‑on‑pay support was approximately 98% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RMR LLC | Executive Vice President & General Counsel; Secretary | EVP & GC since 2008; Secretary since 2015 | Led corporate legal and governance across RMR’s multi‑client platform |
| RMR Advisors LLC | Director (2016–2021); President & CEO (2019–2021); prior EVP/GC/Secretary | 2016–2021 | Oversaw investment advisor operations prior to merger into Tremont Realty Capital LLC |
| Tremont Realty Capital LLC | Director, EVP, GC & Secretary | Ongoing (roles enumerated) | Legal leadership supporting mortgage and lending platforms |
| RMR Mortgage Trust (now Seven Hills Realty Trust) | Managing Trustee (2019–Jan 2021); Chief Legal Officer (2002–Jan 2021) | 2002–2021 | Governance and legal oversight during REIT evolution and merger |
| Sullivan & Worcester LLP | Partner | Prior to joining RMR in 1999 | Complex real estate and corporate legal practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Managing Trustee | Since 2021 | Board leadership for RMR‑managed office REIT |
| Sonesta International Hotels Corporation | Director & Secretary (and at parent) | Ongoing | Governance for hospitality growth and brand expansion |
| AlerisLife Inc. | Director | 2020–Mar 2023 (acquired by ABP Trust) | Board oversight during strategic transition |
| Diversified Healthcare Trust | Trustee | 2018–Jun 2021 | Board oversight of healthcare REIT governance |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 375,000 | 375,000 |
| Director Cash Retainer ($) | — (Managing Directors do not receive cash as directors) | — | — |
| Director Equity ($) | 100,000 (Class A shares, fully vested at grant) | 100,000 (Class A shares) | 99,990 (4,219 shares granted Mar 27, 2024) |
Notes:
- Independent Directors receive $95,000 annual cash and committee fees; Managing Directors (including Ms. Clark) receive no director cash and are granted $100,000 in Class A shares, fully vested on the award date .
Performance Compensation
| Item | Metric/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (FY2024) | Discretionary, holistic evaluation; no preset financial targets | N/A | $2,880,000 | Cash (no vesting) |
| RMR Executive Share Award (FY2024) | Time‑based restricted Class A shares; dollar value set by committee | $300,000 grant value | 12,249 shares; $299,978 grant‑date fair value (Sep 11, 2024) | 1/5 vests at grant; 1/5 annually over 4 years; accelerated under certain conditions |
| Director Share Award (FY2024) | Fully vested Class A shares for board service | $100,000 grant value | 4,219 shares; $99,990 (Mar 27, 2024) | Fully vested at grant |
| Client Company Share Awards (FY2024) | Equity from RMR‑managed clients for services; time‑based | Client‑determined | DHC: 74,626 ($249,997); ILPT: 18,595 ($90,000); OPI: 58,685 ($124,999) + 11,627 ($24,998); SVC: 56,433 ($249,998); SEVN: 6,637 ($89,998) (all Sep/Jun 2024) | Typically 1/5 at grant; remainder over 4 years; accelerated under certain conditions |
Multi‑Year Compensation Summary (Named Executive Officer Disclosure)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 375,000 | 375,000 | 375,000 |
| Bonus | 2,900,000 | 3,200,000 | 2,880,000 |
| Stock Awards | 1,284,725 | 955,005 | 1,229,958 |
| All Other Compensation | 104,103 | 121,211 | 91,737 |
| Total | 4,663,828 | 4,651,216 | 4,576,695 |
Notes: All other compensation includes 401(k) matching and distributions on unvested share awards .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Class A Common Shares Beneficially Owned | 59,206; less than 1.0% of Class A shares outstanding (as of Jan 9, 2025) |
| Insider Trading Policy | Prohibits trading while aware of MNPI; blackout windows; pre‑clearance required for certain insiders |
| Hedging | Explicitly prohibited for directors and officers |
| Pledging | Not disclosed in proxy; no specific pledging policy cited |
| Outstanding Unvested RMR Shares (FY2024 YE) | 9,799 (2024 grant, $248,699); 3,600 (2023, $91,368); 2,400 (2022, $60,912); 1,000 (2021, $25,380) |
| Outstanding Unvested Client Shares (FY2024 YE) | DHC 59,700 ($250,143); ILPT 14,876 ($70,810); OPI 46,948 ($102,347); SVC 45,146 ($205,866); SEVN 5,309 ($73,105) |
Stock ownership guidelines are not detailed in the proxy; governance materials referenced on RMR’s website do not enumerate executive ownership multiples in the filing .
Employment Terms
- No employment agreements for named executive officers; equity awards under the Omnibus Plan include accelerated vesting upon certain termination and change‑in‑control events (committee determined consistent with market practice) .
- Retirement/Transition Letter Agreement (Feb 5, 2025):
- Resign as EVP, GC & Secretary of RMR and RMR Inc., and from officer positions across RMR managed entities on Dec 31, 2025; will not seek reelection as Managing Director of RMR Inc. or as Managing Trustee of OPI in 2026; remain an employee until July 1, 2026 to transition responsibilities .
- Compensation: Continue current base salary through Dec 31, 2025; from Jan 1–Jun 30, 2026, $15,000 per month; September 2025 cash bonus equal to the greater of Adam Portnoy’s FY2025 bonus or $2,880,000; 2025 share grants from RMR Inc., DHC, SVC, OPI, ILPT, and SEVN equal in value to 2024 grants; all existing/new grants continue vesting through Retirement Date .
Board Governance
| Item | Detail |
|---|---|
| Board Service | Managing Director since 2018; Board Committees: None (as Managing Director) |
| Independence | Not independent (Managing Director); Board comprised of 4 independent directors and 2 Managing Directors |
| Controlled Company | RMR is a Nasdaq “controlled company” (ABP Trust holds >50% voting power); nevertheless, Compensation and Nominating/Governance Committees are fully independent |
| Lead Independent Director | Rosen Plevneliev; responsibilities include presiding over executive sessions, liaison to management, assisting Compensation Committee in executive performance evaluation |
| Committee Structures | Audit, Compensation, Nominating & Governance – all independent |
| Board Meetings Attendance (FY2024) | Each director attended ≥75% of meetings; Board met 5 times; Audit (8), Compensation (5), Nominating (2) |
Director Compensation (FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jennifer B. Clark (Managing Director) | — | 99,990 | 99,990 |
Program: Independent Directors receive $95,000 annual cash plus chair/lead fees; all Directors receive ~$100,000 in Class A shares annually for board service; Managing Directors do not receive cash for board service .
Compensation Structure Analysis
- Pay Mix & Philosophy: No guaranteed salary increases/bonuses; no preset targets; no tax gross‑ups; emphasis on at‑risk pay via discretionary bonuses and multi‑year time‑vested shares (1/5 at grant; 1/5 annually over four years) .
- FY2024 Actions: Bonuses decreased vs FY2023 due to company/client performance and macro CRE environment; equity grants increased (set dollar value per award) to partially offset bonus reductions .
- Peer Group Update (FY2024): Compensation Committee considered peer companies: Brookfield Corporation, Bridge Investment Group Holdings Inc., Cohen & Steers Inc., Kennedy‑Wilson Holdings Inc., RITHM Capital Corp .
- Say‑on‑Pay: ~98% approval at 2024 annual meeting; no changes to program in response .
Risk Indicators & Red Flags
- Hedging Prohibited: For directors and officers under Insider Trading Policy .
- Controlled Company Status: Governance risks mitigated by fully independent key committees despite control by ABP Trust .
- Equity Instruments: Use of time‑vested shares vs options (reduces option repricing risk; encourages long‑term decisions), with accelerated vesting under specified events .
Equity Awards Detail (FY2024 Grants)
| Company | Grant Date | Shares | Grant‑Date Fair Value ($) |
|---|---|---|---|
| RMR (Exec award) | Sep 11, 2024 | 12,249 | 299,978 |
| RMR (Director award) | Mar 27, 2024 | 4,219 | 99,990 |
| DHC | Sep 11, 2024 | 74,626 | 249,997 |
| ILPT | Sep 11, 2024 | 18,595 | 90,000 |
| OPI | Sep 11, 2024 | 58,685 | 124,999 |
| OPI | Jun 13, 2024 | 11,627 | 24,998 |
| SVC | Sep 11, 2024 | 56,433 | 249,998 |
| SEVN | Sep 11, 2024 | 6,637 | 89,998 |
Investment Implications
- Near‑term retention risk appears low: 2025 transition agreement guarantees a substantial 2025 cash bonus (≥ $2.88M) and replicates 2024 share grants across RMR and client entities, with continued vesting through July 1, 2026, aligning incentives to complete succession smoothly .
- Alignment is primarily via multi‑year, time‑vested equity across RMR and clients; absence of options reduces repricing risk; hedging prohibition supports alignment. However, as a Managing Director and executive officer in a controlled company, Ms. Clark is not independent, and dual roles may dilute traditional independent oversight (mitigated by independent committees and a Lead Independent Director) .
- Pay structure relies on discretionary bonuses and committee judgments rather than formulaic financial targets, limiting direct trading signals from pay metrics; nonetheless, FY2024 bonus reductions and equity grant increases reflect sensitivity to CRE macro conditions and performance, a cautious stance that may support long‑term capital formation and governance continuity .