Adam Portnoy
About Adam Portnoy
Adam Portnoy, 54, serves as a Managing Trustee of Seven Hills Realty Trust and has been Chair of the Board since 2021. He has served on SEVN’s board since 2009 and is President and Chief Executive Officer of The RMR Group Inc. (since 2015) and The RMR Group LLC (since 2005), bringing deep asset management, CRE and REIT expertise, plus prior investment banking/private equity experience . He is non-independent (Managing Trustee) and his current Board term (Class II) expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RMR Group Inc. | President & Chief Executive Officer | Since 2015 | Leads RMR Inc.; governance and oversight of RMR-managed REITs |
| The RMR Group LLC | President & Chief Executive Officer; Director (until 2015) | CEO since 2005; Director 2006–2015 | Oversees CRE/residential real estate activities; operational leadership |
| Tremont Realty Capital LLC | Director | Since March 2016 | Manages SEVN’s day-to-day via Tremont; related-party oversight context |
| ABP Trust | Sole Trustee, Controlling Shareholder and Officer | Ongoing | Ownership/control posture central to interlocks and beneficial ownership |
| Sonesta International Hotels Corporation | Director and Controlling Shareholder | Ongoing | Non-public board/company control; hospitality exposure |
| AlerisLife Inc. | Sole Director post-acquisition by ABP Trust | Since March 2023 | Post-privatization oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Service Properties Trust (SVC) | Trustee | Since 2007 | RMR-managed public client board |
| Diversified Healthcare Trust (DHC) | Trustee | Since 2007 | RMR-managed public client board |
| Office Properties Income Trust (OPI) | Trustee | Since 2009 | RMR-managed public client board |
| The RMR Group Inc. (RMR) | Director | Since 2015 | Public company board of manager |
| Industrial Logistics Properties Trust (ILPT) | Trustee | Since 2017 | RMR-managed public client board |
| TravelCenters of America Inc. | Director; Chair of Board | 2018–May 2023 | Exited via BP deal; chaired board 2019–2023 |
| AlerisLife Inc. | Director; Chair of Board | 2018–Mar 2023 | Chaired prior to ABP Trust acquisition |
| Tremont Mortgage Trust | Trustee | 2017–Sep 2021 | Pre-merger with SEVN |
| Massachusetts Opportunity Alliance; Pioneer Institute; Greater Boston Chamber (Exec Comm.); AJC New England Leadership Board | Board/Leadership roles | Various | Public policy/community roles |
Board Governance
- Committee assignments: None; Portnoy is Chair of the Board. Lead Independent Trustee is Joseph L. Morea, with robust responsibilities including executive sessions, liaison duties, and independent agenda authority .
- Independence: Portnoy is a Managing Trustee (non-independent); SEVN’s board comprises five Independent Trustees and two Managing Trustees .
- Attendance: In 2024, the Board held five meetings; each Trustee attended at least 75% of aggregate Board and committee meetings, and all Trustees attended the annual meeting .
- Governance processes: Independent Trustees meet in executive session at least twice annually; SEVN prohibits hedging by Trustees/officers; governance charters and Code are maintained on SEVN’s site .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Lead Fees ($) | Meeting Fees ($) | Equity Grant (Shares) | Equity Grant Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | $0 (Managing Trustees do not receive cash) | $0 | $0 | 4,735 shares | $59,992 (closing price on May 30, 2024 × shares) | Fully vested on grant date |
Notes: Independent Trustees receive $70,000 annual cash retainer; committee chair fees: Audit $17,500, Compensation $12,500, Nominating/Gov $12,500; Lead Independent Trustee receives $15,000. Managing Trustees receive share awards but no cash compensation for trustee service .
Performance Compensation
| Component | Metric(s) | Award Type | Grant Date | Amount/Terms |
|---|---|---|---|---|
| Director equity | None disclosed (no performance-based metrics for director awards) | Common Shares | May 30, 2024 | 4,735 shares; fully vested on grant; valued at $59,992 |
SEVN’s director equity awards are time-based share grants; options and PSUs are not used for Trustees. Hedging is prohibited under SEVN’s insider trading policy .
Other Directorships & Interlocks
| Type | Entity | Relationship/Interlock |
|---|---|---|
| Manager | Tremont (subsidiary of RMR) | SEVN’s day-to-day business conducted by Tremont; Portnoy is President & CEO of RMR and director of Tremont |
| Ownership | ABP Trust | Sole trustee/controlling shareholder; ABP Trust directly owns SEVN shares |
| RMR-managed REITs | SVC, DHC, OPI, ILPT | Concurrent trustee roles across RMR clients; shared services ecosystem |
Compensation Committee interlocks: SEVN’s Compensation Committee is entirely independent; in 2024 no executive officers served on other entities’ committees creating interlocks. Some independent trustees serve on boards of other RMR-managed companies (e.g., OPI, SVC), with related person transactions reviewed per policy .
Expertise & Qualifications
- Skills: Risk oversight/management, human capital management, financial literacy, investment expertise, REIT/real estate, ESG, public company executive/board, government/public policy .
- Track record: Extensive CRE/residential real estate and asset management leadership through RMR; prior investment banking/private equity experience; deep institutional knowledge of SEVN .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Adam Portnoy | 2,018,325 | 13.5% | 199,836 directly owned; 110,431 by ABP Trust; 1,708,058 by Tremont (RMR subsidiary; RMR Inc. majority owner; ABP Trust controlling shareholder of RMR Inc.); Portnoy may be deemed to have shared voting/dispositive power over ABP/Tremont holdings |
| Trustee Ownership Guidelines | Expected to hold ≥30,000 shares within specified period | — | As of March 12, 2025, all Trustees have met or are expected to meet guidelines |
| Ownership Limits | Declaration of Trust limits >9.8% ownership, with Excepted Holders (Tremont, RMR Inc. and affiliates) exempt subject to certain limits | — | Exemption applies to RMR/Tremont/affiliates |
Insider Trades
| Filing Type | Filer | Date | Notes |
|---|---|---|---|
| Form 4 | Adam Portnoy | September 19, 2024 | Referenced in principal shareholders disclosure supporting beneficial ownership counts |
Governance Assessment
- Board effectiveness: The presence of a robust Lead Independent Trustee with authority to convene executive sessions, liaise with management, and retain independent advisors strengthens checks-and-balances against management influence. Portnoy, as non-independent Chair, does not sit on key committees (Audit, Compensation, Nominating/Gov), which are comprised solely of independent trustees and met regularly in 2024 (Audit: 8; Compensation: 4; Nominating/Gov: 3) .
- Alignment: Portnoy’s significant equity stake (13.5%) aligns interests economically with shareholders and far exceeds minimum ownership guidelines; director equity grants are fully vested at grant, so are not performance-based, but ongoing large beneficial ownership provides strong skin-in-the-game .
- Conflicts and related-party exposure (RED FLAGS): Portnoy’s roles as President/CEO of RMR, sole trustee of ABP Trust, director of Tremont (SEVN’s manager), and concurrent trusteeships across RMR client REITs create structural conflicts and extensive related-party interactions (management agreements, shared services). SEVN’s Governance Guidelines require disinterested trustee approval for related person transactions and independent committee oversight of the management agreement, but concentration of control remains a risk indicator for investor confidence . SEVN prohibits hedging; pledging is not disclosed in the proxy .
- Attendance/engagement: Board and annual meeting attendance thresholds were met, indicating engagement; Independent Trustees hold executive sessions at least twice per year, supporting independent oversight .
- Compensation: Managing Trustees receive no cash fees for board service; equity awards to trustees are modest ($60,000 in 2024) and immediately vested, reducing at-risk governance levers but minimizing cash outlay. Committee chair/lead fees are paid only to Independent Trustees .
Overall signal: Significant ownership and board experience support alignment and oversight capacity; however, the extensive interlocks and managerial control through RMR/Tremont/ABP Trust are persistent governance red flags requiring vigilant independent committee scrutiny of related-party transactions and the management agreement .