Matthew Jordan

About Matthew Jordan

Matthew P. Jordan, 49, is Executive Vice President (since 2018) and Chief Financial Officer and Treasurer of The RMR Group Inc. (since 2015); he is a certified public accountant and oversees accounting, finance/tax, human capital, asset services (asset management, leasing, property management, engineering), technology, and mortgage lending, with primary responsibility for the residential business . Company-level TSR disclosure shows cumulative performance for the past four fiscal years (see table below). RMR highlighted 2024 strategic execution: private capital AUM expanded ~66% to nearly $13B and the multifamily platform scaled to >20,000 units, alongside creation of a private debt vehicle, contextualizing management’s operating backdrop .

Company TSR (Pay vs. Performance disclosure; initial $100):

Company financial trend (context only; USD):

*Values retrieved from S&P Global

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation (company + client share awards as reported):

Notes: Base salary is capped at $375,000; salaries reviewed annually; for FY2024 all NEOs at $375,000 .

Performance Compensation

Cash bonus structure and realized amounts:

• Annual cash bonuses are discretionary; no pre-set targets or weightings; the Compensation Committee evaluates (i) RMR and public clients’ overall performance and (ii) individual contributions. RMR cites use of discretion to capture macro conditions (inflation, high rates, CRE stress) and 2024 Transactions (residential platform acquisition/integration, debt restructurings at clients, launch of Tremont lending vehicle) .

Equity awards (time-based RSAs; no options):

• RMR grants (and client grants) are restricted stock that vest 1/5 on grant date and 1/5 on each of the next four anniversaries (five equal annual installments); acceleration applies upon certain change-in-control or termination events as specified in the plan/award agreements .

FY2024 equity grants to Matthew P. Jordan (company + public clients):

Vesting and realization:

• FY2024 stock vested (RMR shares): 6,850 shares; value realized $171,281 .

Equity Ownership & Alignment

• Beneficial ownership (as of Jan 9, 2025): 48,171 Class A shares; <1% of Class A outstanding .
• Unvested/outstanding equity at FY2024 year-end (by issuer):

• Hedging/Pledging: Hedging is expressly prohibited for directors and officers . The equity plan restricts transfer/pledge of awards prior to vesting . No specific executive stock ownership guideline or pledging policy disclosure was identified in the proxy.
• Insider activity: On Sept 9, 2025, Jordan reported a grant/acquisition of 17,793 RMR Class A shares under the equity plan, increasing beneficial ownership to 65,964 shares (Form 4 filed Sept 11, 2025) .

Employment Terms

• No employment agreements (at-will): RMR discloses it has no employment agreements with NEOs; equity awards accelerate upon certain termination/change-in-control events per the plan .
• Change-in-control/Termination economics: RMR’s plan provides double-trigger acceleration if terminated without cause on/after a change-in-control and within two years thereafter (unvested awards vest; performance deemed at target) . As of Sept 30, 2024, a Termination Event would have vested 16,799 shares for Jordan, valued at $426,359 using $25.38 closing price .
• Clawback: Plan includes forfeiture/clawback provisions and subjects awards to the company’s compensation recovery policy .
• Tax gross-ups: None; RMR highlights “no tax gross-ups” among its pay practices .

Compensation Structure Notes (Alignment and Risk)

• Pay mix emphasizes variable, discretionary cash bonuses (RMR notes 87.2% of cash comp was discretionary bonuses in FY2024 across NEOs) and multi-issuer equity, with time-based vesting to support retention and long-term alignment .
• RMR does not use options; it uses time-based restricted stock to discourage undue risk-taking .

Say-on-Pay & Peer Group

• Say-on-Pay: ~99% approval at 2023 annual meeting; ~98% at 2024 annual meeting .
• FY2024 peer group shift (real estate/alt managers): Brookfield Corp, Bridge Investment Group, Cohen & Steers, Kennedy-Wilson, RITHM Capital (revised from prior large-cap alt manager cohort) .

Performance & Track Record

• Operating achievements (FY2024 context): private capital AUM to nearly $13B (66% growth), integration of multifamily platform (>20,000 units), and launch of private debt vehicle; execution of ~12M sq ft of leasing and >$4.5B of client financings—all noted by RMR’s Board in 2025 Proxy .
• Company TSR over the last four fiscal years provided above (Pay vs. Performance table) .

Investment Implications

• Alignment and retention: Significant unvested, multi-issuer equity ($~0.95–1.0m+ of unvested RMR+client value at FY2024 end) and double-trigger acceleration reduce near-term voluntary departure risk; absence of a fixed employment agreement balances flexibility with retention via equity .
• Pay-for-performance clarity: Bonuses are fully discretionary (no formulaic targets), which affords flexibility but reduces external visibility into performance calibration; however, strong say-on-pay results (98–99%) mitigate governance concerns .
• Trading signals: 2025 Form 4 shows equity acquisition (grant) rather than open-market selling; no recent selling pressure signaled by this filing .
• Risk controls: Hedging prohibited; clawback policy applies; time-based RSAs (no options) contain risk-taking incentives .

All document-based figures and statements are cited in-line. Financial figures with an asterisk (*) are values retrieved from S&P Global.