Jonathan Veitch
RMR GROUPAbout Jonathan Veitch
Jonathan Veitch, 65, has served as an Independent Director of The RMR Group since 2020. He is the former President of Occidental College (2009–June 2020) and previously held leadership roles at The New School (1996–2009). He holds a Ph.D. in American History from Harvard University and is designated independent under Nasdaq and SEC rules as well as RMR’s bylaws .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Occidental College | President; later President Emeritus and Distinguished Chair (History) | 2009–Jun 2020 (President); current work noted on liberal arts education | Member, Board of Trustees; (2021 proxy notes Audit Committee membership during presidency) |
| The New School | Various leadership and management positions | 1996–2009 | Academic administration and governance experience |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Occidental College | Board of Trustees member | Since 2009 | Private/Non‑profit |
| Other public company boards | None | — | Public |
Board Governance
- Committee assignments: Audit; Compensation; Nominating & Governance (Chair). The Audit and Compensation Committees are composed solely of Independent Directors; Mr. Veitch chairs the Nominating & Governance Committee .
- FY2024 committee activity: Audit (8 meetings); Compensation (5); Nominating & Governance (2). All Directors attended at least 75% of aggregate Board and committee meetings; the Board held 5 meetings in FY2024 .
- Lead Independent Director: Rosen Plevneliev continues to serve as Lead Independent Director and presides over executive sessions of independent directors held per Governance Guidelines .
- Independence: The Board affirms Mr. Veitch is independent under Nasdaq/SEC standards and RMR’s governing documents; all three committees are fully independent notwithstanding RMR’s controlled company status .
- Controlled company context: RMR is a controlled company with ABP Trust/Adam Portnoy holding 91% combined voting power via Class B shares, which concentrates control; committees remain fully independent by policy .
Fixed Compensation
| Component | FY2023 Amount | FY2024 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $95,000 | $95,000 | Standard for Independent Directors |
| Committee chair fee (Nominating & Governance) | $15,000 | $15,000 | Chair premium |
| Total cash fees (Veitch) | $110,000 | $110,000 | Sum of retainer + chair fee |
| Meeting fees | None disclosed | None disclosed | No per‑meeting fees |
| Reimbursements | Travel/education expenses reimbursed | Travel/education expenses reimbursed | Policy-level disclosure |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Mar 29, 2023 | Class A Common Shares | 3,000 | $77,400 | Fully vested on grant | Director equity for FY2023 |
| Mar 27, 2024 | Class A Common Shares | 4,219 | $99,990 | Fully vested on grant | Director equity for FY2024 |
- Equity plan features: The Second Amended and Restated 2016 Omnibus Equity Plan prohibits option repricing and includes a clawback provision allowing reduction or recoupment of awards upon certain events. As of Jan 9, 2025, no options are outstanding; awards in use are time‑based stock grants .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other RMR public client boards | None |
| Other non‑RMR public company boards | None |
| Notable affiliations (structural) | RMR is a controlled company (ABP Trust/Adam Portnoy), with extensive related‑party dealings between RMR and managed clients; related‑party transactions require disinterested director approval under Governance Guidelines . |
Expertise & Qualifications
- Governance leadership and human capital management experience; financial literacy; risk oversight/management; ESG exposure from academic leadership roles .
- Doctorate in American History (Harvard), indicating strong analytical and research credentials applicable to strategy and governance .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | As of Date |
|---|---|---|---|
| Jonathan Veitch | 16,219 | <1% | Jan 9, 2025 |
- Policy notes: Hedging of RMR and public client securities by directors is prohibited under the Insider Trading Policy (pledging not expressly addressed in the cited sections) .
Governance Assessment
-
Strengths
- Independent director with five years of service; chairs Nominating & Governance, which oversees board composition, governance principles, and succession planning; all committees comprised solely of independent directors despite controlled company status .
- Documented engagement: committee activity (Audit 8; Compensation 5; Nominating & Governance 2) and Board attendance threshold met by all directors in FY2024 .
- Transparent director pay structure and routine, fully disclosed equity grants; presence of clawback in equity plan .
- Shareholder sentiment: 98% Say‑on‑Pay approval at 2024 annual meeting suggests broad investor support for compensation governance framework (executive-level indicator) .
-
Considerations / RED FLAGS
- Controlled company with 91% combined voting power held by ABP Trust/Adam Portnoy reduces minority shareholder influence; elevates importance of robust independent committee oversight (which is in place) .
- Director equity is fully vested at grant, reducing retention and performance linkage versus multi‑year vesting or performance‑based equity; potential alignment trade‑off even as grants are modest .
- Personal ownership is modest at 16,219 shares (<1% of Class A), which may signal limited “skin in the game” relative to overall float (common among outside directors) .
- Significant related‑party ecosystem between RMR and managed clients; while transactions are reviewed by disinterested directors per policy, structural complexity can present ongoing conflict‑management demands .
Notes on independence, attendance, compensation, ownership, and committee activity are sourced from RMR’s 2025 and 2024 Proxy Statements as cited above.