Matthew Brown
RMR GROUPAbout Matthew Brown
Matthew C. Brown is Executive Vice President, Chief Financial Officer and Treasurer of The RMR Group Inc., effective October 1, 2025; he is age 43 and a certified public accountant . Brown has been with RMR since 2007 in finance and accounting leadership roles, and previously served as CFO/Treasurer of multiple RMR-managed public clients, including Diversified Healthcare Trust (since 2023), Office Properties Income Trust (2019–September 2023), Seven Hills Realty Trust (since March 2025), and Tremont Realty Capital LLC (since April 2025) . Company performance context: RMR’s revenue and EBITDA declined from FY 2023 to FY 2024 and were modestly lower in FY 2025, while net income trended down over the same horizon (see table below; values retrieved from S&P Global)*.
Company Performance (Financials)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $236,164,000* | $195,524,000* | $190,976,000* |
| EBITDA ($USD) | $130,469,000* | $73,242,000* | $74,370,000* |
| Net Income ($USD) | $57,147,000* | $23,130,000* | $17,596,000* |
| *Values retrieved from S&P Global |
Company TSR (Pay-Versus-Performance Disclosure)
| Year | RMR TSR (Value of $100) |
|---|---|
| 2021 | 150.68 |
| 2022 | 112.28 |
| 2023 | 123.65 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Senior Vice President; finance/accounting leadership | 2019–2025 | Oversaw accounting/finance support, tax, internal audit; scaled shared service functions across clients |
| The RMR Group LLC / subsidiaries | Finance & accounting leadership roles | 2007–2019 | Built controllership and reporting capabilities supporting public clients and complex structures |
| Office Properties Income Trust (OPI) | Chief Financial Officer & Treasurer | 2019–Sep 2023 | Led OPI finance; executed reporting and capital markets activities during challenging office cycle |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | Chief Financial Officer & Treasurer | 2023–present | Finance leadership through portfolio repositioning and healthcare operating environments |
| Seven Hills Realty Trust (SEVN) | Chief Financial Officer & Treasurer | Mar 2025–present | Guided mortgage REIT finance and capital formation initiatives |
| Tremont Realty Capital LLC (Tremont) | CFO, Treasurer & Vice President | Apr 2025–present | Managed credit platform finance; integrated reporting and governance |
Fixed Compensation
- RMR has no individual employment agreements with named executive officers (NEOs); pay components are base salary, discretionary cash bonus, and equity awards in Class A shares .
- CFO peer benchmark (FY 2024—Matthew P. Jordan): salary $375,000; bonus $2,520,000; stock awards $1,249,953; all other $103,078; total $4,248,031 .
- Base salaries for NEOs have historically been $375,000, reviewed annually; bonuses are discretionary based on holistic evaluations (no preset targets) .
FY 2024 CFO Benchmark (Matthew P. Jordan)
| Component | Amount ($USD) |
|---|---|
| Salary | 375,000 |
| Bonus | 2,520,000 |
| Stock Awards | 1,249,953 |
| All Other Compensation | 103,078 |
| Total | 4,248,031 |
Performance Compensation
- RMR does not set specific performance targets for bonuses; awards are based on holistic evaluations of company, client, and individual performance (no formulaic metrics or AUM-linked incentives) .
- Equity awards (RSUs/restricted stock) vest 20% at grant and 20% annually on each of the next four anniversaries, with accelerated vesting under certain termination/change-in-control conditions .
FY 2024 Equity Award Design (Program-Level)
| Element | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Holistic evaluation; no preset weights | N/A | Discretionary | Cash (annual) |
| Equity Award (NEO approach) | Dollar-denominated grant; e.g., $300,000 for CFOs in FY 2024 | N/A | Shares = grant value / closing price | 20% at grant; 20% annually over 4 years |
Illustrative FY 2024 grants (NEO context): CFO Jordan received 12,249 RMR shares ($299,978) on 9/11/2024; vesting per standard schedule .
Equity Ownership & Alignment
- Prohibition on hedging: directors and officers are expressly prohibited from hedging RMR securities and those of public clients managed by RMR LLC .
- Clawback: All awards are subject to RMR’s compensation recovery policy; awards may be reduced/reclaimed under certain events (misconduct, restatements) .
- Beneficial ownership: Executive officer-level holdings are disclosed annually; Brown was appointed after FY 2024 and was not listed in the January 9, 2025 beneficial ownership table .
Employment Terms
- Appointment and indemnification: Brown appointed EVP, CFO & Treasurer effective October 1, 2025; the Company will enter into an indemnification agreement with him on standard executive terms; no arrangements/understandings, and no related-party transactions requiring Item 404(a) disclosure .
- No employment agreements: RMR states it has no employment agreements with NEOs; equity award acceleration applies in certain termination/COC events .
- Change-of-control acceleration: If terminated without cause within two years following a change in control, unvested awards vest (double-trigger) .
- Forfeiture: Awards may be forfeited/repurchased for cause or specified misconduct; unvested awards forfeited at termination unless provided otherwise .
- Insider trading policy: Blackout periods and pre-clearance for directors/senior officers; policy posted with the 10-K exhibit .
Performance & Track Record
- Tenure: 18+ years at RMR across controllership and public-client CFO roles, with progression to corporate CFO in 2025 .
- Credentials: CPA with multi-REIT and credit platform finance leadership; breadth across office, industrial, healthcare, and mortgage REIT sectors .
- Company performance context: Revenue and EBITDA contraction from FY 2023 to FY 2024 amid sustained high rates and commercial real estate headwinds; modest stabilization in FY 2025 (see financials above; values retrieved from S&P Global)* .
Compensation Peer Group (Program context)
- RMR’s Compensation Committee references a peer group of alternative asset managers (Apollo, Ares, Blackstone, Carlyle, KKR) to inform decisions; it also engaged Ferguson Partners on plan design/sizing for the 2025 equity plan amendment .
Investment Implications
- Alignment and retention: The double-trigger change-of-control vesting and standard four-year equity vesting support retention and alignment; clawback and hedging prohibitions mitigate governance and trading-risk concerns .
- Near-term disclosure cadence: As newly appointed CFO, Brown’s specific compensation and ownership will appear in forthcoming proxies and Form 4s; expect dollar-based equity grants with 20% immediate vesting under the updated method, which can create periodic vest-release events but is bounded by blackout/pre-clearance protocols .
- Execution focus: Given the company’s recent revenue/EBITDA pressure and mixed TSR history, CFO leadership across capital formation, client platforms, and shared services will be pivotal; monitoring bonus decisions (discretionary) and multi-client equity awards will inform pay-for-performance alignment .