Barbara Gilmore
About Barbara D. Gilmore
Barbara D. Gilmore, age 74, is an Independent Trustee of Seven Hills Realty Trust, serving since 2020 and currently chairing the Compensation Committee; she also sits on the Audit and Nominating & Governance Committees . The Board affirms her independence under Nasdaq and SEC criteria, with all relevant relationships reviewed and found not to impair judgment . Her core credentials include extensive legal and business finance experience from roles as a bankruptcy court professional law clerk (2001–2018) and as a partner at Sullivan & Worcester LLP (1993–2000), plus public policy and governance expertise from prior board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bankruptcy Court (MA, Central Division) | Professional Law Clerk | 2001–2015 | Legal and business finance expertise |
| U.S. Bankruptcy Court (MA, Eastern Division) | Professional Law Clerk | 2015–2018 (retired) | Government practices and public policy insights |
| Sullivan & Worcester LLP | Partner | 1993–2000 | Appointed trustee/examiner in business finance cases |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Independent Trustee | Since 2009 | Audit; Compensation committee member |
| TravelCenters of America Inc. | Director; Lead Independent Director | 2007–May 2023; Lead ID 2019–May 2023 | Company acquired by BP Products North America in May 2023 |
| AlerisLife Inc. | Director | 2004–Mar 2023 | Company acquired by ABP Trust in Mar 2023 |
Board Governance
- Committees: Compensation Committee (Chair); Audit Committee member; Nominating & Governance Committee member .
- Independence: Board determined Gilmore qualifies as an Independent Trustee under Nasdaq, SEC, and SEVN governing documents .
- Attendance: In 2024, each Trustee attended at least 75% of Board and committee meetings during their service, and all Trustees attended the annual meeting .
- Engagement: Audit Committee met 8 times; Compensation Committee 4 times; Nominating & Governance Committee 3 times in 2024 .
- Governance safeguards: Independent-only committees with written charters; Lead Independent Trustee framework; prohibition on hedging by trustees and officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $70,000 | 2024 structure |
| Committee chair fees | Audit: $17,500; Compensation: $12,500; Nominating & Governance: $12,500 | Annual; Gilmore chairs Compensation |
| Lead Independent Trustee fee | $15,000 | Applies to Lead Independent Trustee (Morea) |
| Meeting fees | None disclosed | Policy does not include meeting fees |
| Director equity grant (annual) | Common Shares worth $60,000 | Granted May 30, 2024; 4,735 shares to each trustee; fully vested on award date |
| Director | Fiscal Year 2024 Cash Fees ($) | Fiscal Year 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Barbara D. Gilmore | 82,500 | 59,992 | 142,492 |
Performance Compensation
- Directors receive time-based Common Share awards; 2024 trustee awards fully vested on grant date (no performance metrics) .
- Equity plan oversight: SEVN seeks shareholder approval to increase shares under the Second Amended and Restated 2021 Equity Plan; historical burn rate averages 0.84% (FY22–FY24), overhang 5.10% at FY24; Ferguson Partners provided independent input on plan design/sizing .
| Award Date | Instrument | Shares | Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| May 30, 2024 | Common Shares | 4,735 | 59,992 | Fully vested on grant date | Proxy |
| May 28, 2025 | Common Shares | 5,977 | — | Director award (Form 4) | SEC link: https://www.sec.gov/Archives/edgar/data/1452477/000110465925054319/0001104659-25-054319-index.htm |
Other Directorships & Interlocks
- Gilmore serves on the compensation committee of OPI (an RMR-managed REIT), alongside SEVN service; SEVN discloses these interlocks and references “Certain Related Person Transactions” for relationships with RMR-managed entities .
- SEVN’s Governance Guidelines require disinterested trustee approval of related person transactions and set independence criteria; related transactions are reviewed and approved or ratified by disinterested/Independent Trustees per policy .
Expertise & Qualifications
- Legal/regulatory and business finance expertise; bankruptcy trustee/examiner experience; public policy insights from government service; public company board and committee experience; REIT and real estate familiarity .
- Skills inventory highlights: risk oversight/management; financial literacy; REIT/real estate; legal/regulatory; public company board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Barbara D. Gilmore | 26,735 | <1% | Includes 2,000 shares held by spouse |
- Ownership guidelines: Trustees expected to retain at least 30,000 Common Shares (vested or unvested) by 2027 for existing trustees; Board states all Trustees have met or, within the applicable period, are expected to meet the guidelines as of March 12, 2025 .
- Hedging: Insider Trading Policy prohibits hedging by trustees and officers .
- Pledging: No pledging disclosure noted in the ownership table; policy reference not specified beyond hedging .
Insider Trades (Form 4) – Alignment Signals
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2024-06-03 | 2024-05-30 | Award (A) | 4,735 | $0.00 | 24,735 | https://www.sec.gov/Archives/edgar/data/1452477/000110465924067899/0001104659-24-067899-index.htm |
| 2025-05-29 | 2025-05-28 | Award (A) | 5,977 | $0.00 | 30,712 | https://www.sec.gov/Archives/edgar/data/1452477/000110465925054319/0001104659-25-054319-index.htm |
Download dataset: View insider trades JSON
Governance Assessment
- Strengths: Independent status affirmed; active leadership as Compensation Committee Chair; strong committee presence (Audit, Nominating & Governance) with robust meeting cadence; no meeting fees and straightforward cash/equity director pay mix; hedging prohibited, with share ownership guidelines fostering alignment .
- Alignment: Regular annual equity awards and disclosed beneficial ownership (including spouse holdings) indicate ongoing skin-in-the-game; Board indicates Trustees are on track for guideline compliance by 2027 .
- Interlocks/Conflicts: Gilmore’s concurrent service and compensation committee role at OPI (managed by RMR) creates an interlock across RMR-managed REITs; SEVN mitigates via independent-only committees, related party transaction approval by disinterested trustees, and formal governance guidelines . Investors should monitor decisions involving RMR and RMR clients for potential perceived conflicts.
- Attendance/Engagement: Board reports at least 75% attendance for all trustees in 2024 and full annual meeting participation, signaling engagement .
RED FLAGS to monitor: RMR-managed company interlocks (cross-board service), any future related party transactions involving RMR/RMR clients, and adherence to ownership guidelines by the 2027 deadline .