Walter Watkins
RMR GROUPAbout Walter C. Watkins, Jr.
Walter C. Watkins, Jr., age 78, is an Independent Director of The RMR Group Inc. (RMR) who has served on the Board since 2015 and currently chairs the Compensation Committee while also serving on the Audit and Nominating & Governance Committees . He is deemed independent under Nasdaq and SEC standards and RMR’s Bylaws, with the Board affirming no relationships that would impair independent judgment . Watkins is principal of WCW Enterprises, LLC (founded 2000) and previously held senior roles at Bank One Corporation (1968–2000), served as Chief Development Officer for the City of Detroit (2002–2006), and Interim CEO of the Detroit Regional Convention Facility Authority (2009–2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WCW Enterprises, LLC | Principal | 2000–present | Business consulting/private investments |
| Bank One Corporation (incl. predecessors) | Various executive roles incl. EVP and President, Bank One Michigan | 1968–2000 | Senior banking leadership; financial background |
| City of Detroit | Chief Development Officer | 2002–2006 | Economic development leadership |
| Detroit Regional Convention Facility Authority | Interim CEO | 2009–2010 | Operational turnaround/oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Historic Preservation Foundation | Director | Not disclosed | Community board service |
| Health Alliance Plan; Detroit Economic Growth Corp.; Detroit Medical Center; Detroit Regional Chamber; United Way of SE Michigan; Fisk University | Past board affiliations | Not disclosed | Non-profit/civic governance experience |
| Other RMR public client boards | None | — | No additional RMR-managed public boards |
| Other non‑RMR managed public company boards | None | — | No current external public boards |
Board Governance
| Area | Detail |
|---|---|
| Independence | Independent under Nasdaq/SEC and RMR Bylaws; Board concluded no impairing relationships |
| Committees | Audit (Member); Compensation (Chair); Nominating & Governance (Member) |
| Committee activity (FY2024) | Audit: 8 meetings; Compensation: 5; Nominating & Governance: 2 |
| Attendance | In FY2024, each Director attended ≥75% of Board and committee meetings; Board held 5 meetings; all Directors attended prior annual meeting |
| Executive sessions | Independent Directors meet in regularly scheduled sessions; led by Lead Independent Director |
| Board structure | Controlled company (majority voting power held by Adam Portnoy), yet all three key committees comprised solely of Independent Directors |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard Independent Director fee |
| Committee chair fee | $15,000 | Compensation Committee Chair fee |
| Total cash | $110,000 | Reflected in “Fees Earned or Paid in Cash” |
| Equity retainer (shares) | 4,219 Class A shares | Granted March 27, 2024; rounded to nearest whole share |
| Equity retainer (grant-date value) | $99,990 | Closing price × shares on grant date; fully vested at grant |
| Total FY2024 director pay | $209,990 | Sum of cash and stock for Watkins |
| Meeting/other fees | Not disclosed | Directors reimbursed for travel/education expenses |
Performance Compensation (Director)
| Element | Structure | Performance Metrics | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity grant | Time‑based full‑value stock award | None for directors | Fully vested on grant date | No options/PSUs for directors disclosed in FY2024 table |
- Recoupment and clawback: All awards under the equity plan are subject to RMR’s compensation recovery (clawback) policy; plan includes forfeiture/recoupment provisions for misconduct and prohibits option repricing .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Other RMR public client boards | None | None disclosed |
| Other non‑RMR managed public company boards | None | None disclosed |
Expertise & Qualifications
- Financial literacy and commercial banking expertise from senior banking roles; investment and risk oversight capabilities .
- Human capital, ESG, legal/regulatory, and economic development experience highlighted in Board skills matrix .
Equity Ownership
| Holder | Security | Beneficial Ownership | % of Class A Outstanding | Notes |
|---|---|---|---|---|
| Walter C. Watkins, Jr. | Class A Common Shares | 25,219 shares | <1.0% | Class A shares outstanding were 15,844,688 as of Jan 9, 2025 |
| Annual director grant (FY2024) | Class A Common Shares | 4,219 shares | — | Fully vested on grant date |
- Hedging/pledging: RMR’s Insider Trading Policy expressly prohibits hedging by Directors and officers; no pledging policy was identified in the cited excerpts .
Governance Assessment
- Strengths: Watkins is a long‑tenured independent director (since 2015) with deep financial/banking background, chairs the Compensation Committee, and serves on Audit and Nominating & Governance—indicating significant engagement in core oversight areas .
- Committee independence and activity: Despite RMR’s controlled company status, all key committees are fully independent and active (Audit 8, Compensation 5, N&G 2 meetings in FY2024), supporting board effectiveness; all directors met ≥75% attendance .
- Pay alignment: Director pay mix balances cash retainer with equity ($110,000 cash; $99,990 fully‑vested stock), providing modest ownership exposure; annual grant was 4,219 shares on March 27, 2024 .
- Risk controls: Company maintains hedging prohibition for Directors and clawback/recoupment provisions on equity awards; plan prohibits option repricing—reducing governance risk on incentives .
- Watch items/RED FLAGS: RMR is a controlled company (Adam Portnoy >50% voting power), and the enterprise operates within a related‑party ecosystem (see related person transactions/Annex B), requiring strong independent oversight; Watkins is affirmed independent with no impairing relationships identified by the Board .
Notes on conflicts and related parties: The proxy details related person transactions and the governance process for reviewing/approving them (majority of disinterested Directors, Independent Director approval standards). The cited materials do not identify any related‑party transactions involving Mr. Watkins specifically in the period covered .