Rosen Plevneliev
RMR GROUPAbout Rosen Plevneliev
Rosen Plevneliev, 60, has served on The RMR Group Inc.’s Board since 2017 and as Lead Independent Director since 2022. He is a former President of Bulgaria (2012–2017) and Minister of Regional Development (2009–2011), with prior private-sector leadership as founder/CEO of IRIS International, overseeing major construction projects in Europe; he is independent under Nasdaq/SEC rules and RMR bylaws .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic of Bulgaria | President | Jan 22, 2012 – Jan 22, 2017 | Head of state; executive leadership |
| Republic of Bulgaria | Minister of Regional Development & Public Works | 2009 – 2011 | Oversight of national infrastructure, communications, development projects |
| IRIS International Ltd. | Partner & CEO (Founder) | From 1990 | Managed projects incl. Reichstag, Munich Airport, Sofia Business Park (largest office park in SE Europe) |
| American Chamber of Commerce (Bulgaria) | Board member | Not disclosed | Business advocacy/governance experience |
| Confederation of Employers & Industrialists (Bulgaria) | Board member | Not disclosed | Private-sector representation |
| “For Our Children” Foundation | Board member | Not disclosed | Non-profit governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other RMR public client boards (DHC, ILPT, OPI, SVC, SEVN) | Director | None |
| Other non-RMR managed public company boards | Director | None |
Board Governance
- Lead Independent Director since 2022 with defined responsibilities: preside over independent sessions, liaison with management, call independent meetings, assist Compensation Committee in CEO/executive evaluations, set agendas, authorize advisors, and engage shareholders as needed .
- Committee memberships: Audit, Compensation, Nominating & Governance; all committees are fully independent; he is not a chair (Audit Chair: Ann Logan; Compensation Chair: Walter C. Watkins, Jr.; N&G Chair: Jonathan Veitch) .
- Independence: Board affirmed he is independent per Nasdaq/SEC criteria and bylaws; Independent Directors hold executive sessions regularly with LID presiding .
- Meetings/attendance: FY2024 Board held 5 meetings; each Director attended ≥75% of aggregate Board and committee meetings; all Directors attended the prior annual meeting .
- Controlled company context: RMR is a “controlled company” because Adam Portnoy holds >50% of voting power; despite this, Compensation and N&G committees are comprised solely of Independent Directors .
| Committee | Role | Meetings (FY2024) |
|---|---|---|
| Audit | Member | 8 |
| Compensation | Member | 5 |
| Nominating & Governance | Member | 2 |
Fixed Compensation
| FY | Cash Fees (USD) | Components (USD) | Equity Award (USD) | Equity Shares | Total (USD) |
|---|---|---|---|---|---|
| 2024 | 112,500 | Retainer 95,000; Lead Independent premium 17,500 (no chair fees) | 99,990 | 4,219 (granted 3/27/2024; fully vested) | 212,490 |
Notes:
- Director equity grants are valued at $100,000 based on closing price on grant date and are fully vested at grant; all Directors received 4,219 Class A shares on 3/27/2024 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time-based and fully vested at grant (no performance conditions) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other RMR public client boards | None |
| Other non-RMR public boards | None |
| Notable interlocks (risk) | RMR operates within a controlled company structure and extensive related-party ecosystem led by ABP Trust/Adam Portnoy; systemic related-party exposure is a governance consideration |
Expertise & Qualifications
- Executive leadership and diplomacy as former head of state; infrastructure development expertise; real estate construction management experience; financial literacy; ESG awareness; risk oversight skills .
Equity Ownership
| Holder | Class A Shares | % of Class A Outstanding | Notes |
|---|---|---|---|
| Rosen Plevneliev | 20,161 | <1% (indicated as “**”) | Independent Director; no Class B holdings |
| 2024 Director Grant | 4,219 shares (fully vested at grant) | — | Annual director equity grant on 3/27/2024 |
Additional alignment policies:
- Hedging is prohibited for Directors and officers under Insider Trading Policy .
Insider Trades
| Date | Filing | Summary/Context |
|---|---|---|
| Mar 28, 2025 | Form 4 | Statement of changes in beneficial ownership; period end Mar 27, 2025 |
| Mar 29, 2024 | Form 4 | Director equity award/holdings update around annual grant timing |
Governance Assessment
-
Strengths:
- Independent LID role with robust responsibilities and active committee service across Audit, Compensation, and N&G, supporting board effectiveness and checks/balances .
- Confirmed independence; regular independent executive sessions; attendance at/above policy thresholds; diversified leadership background enhances oversight of real estate/infrastructure risks .
-
Watch items / RED FLAGS:
- Controlled company structure (ABP Trust/Adam Portnoy holds ~91% combined voting power), heightening potential conflict risks and investor perception issues despite independent committees .
- Extensive related-party transactions across RMR and clients; auditor identified related-party identification/disclosure as a critical audit matter; includes leased HQ space from ABP Trust affiliate—requires vigilant independent oversight to mitigate conflicts .
- Ecosystem interdependencies (e.g., Sonesta/SVC; prior DHC/AlerisLife ties) can transmit performance shocks across clients managed by RMR, complicating objective oversight priorities .
-
Director pay alignment:
- Cash/equity mix roughly 53%/47% in FY2024 ($112.5k cash; $99.99k equity), consistent with market-level director compensation structures; equity is immediate-vested, which aids alignment but lacks performance hurdles .
-
Independence and engagement signals:
- No other public company boards; independent status reaffirmed; broad committee participation and LID role indicate high engagement and governance influence .
References:
- RMR 2025 DEF 14A: board composition, independence, LID responsibilities, committees, meeting counts, director compensation, beneficial ownership .
- RMR 2025 10-K: related-party transactions and audit emphasis; lease with ABP Trust affiliate; related-party revenue disclosure .
- SEC Form 4 filings (Plevneliev): Mar 28, 2025; Mar 29, 2024 .