Jeffrey Somers
About Jeffrey P. Somers
Independent Trustee at Seven Hills Realty Trust (SEVN); age 82; Trustee since 2009; Audit Committee Chair (Class II term expiring at the 2027 annual meeting). Former managing partner at Gadsby Hannah LLP and managing member at Morse, Barnes-Brown & Pendleton; earlier staff attorney at the SEC; extensive board service across RMR-managed REITs. Identified by the Board as independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morse, Barnes-Brown & Pendleton, PC | Of Counsel; formerly Member and Managing Member (6 years) | Of counsel since 2010; Member 1995–2009 | Law firm leadership and governance |
| Gadsby Hannah LLP (now McCarter & English) | Partner; Managing Partner (8 years) | >20 years prior to 1995 | Firm management, complex transactions |
| SEC (Washington, D.C.) | Staff Attorney | Not disclosed | Regulatory, public policy experience |
| Cantella Management Corp. | Director | 2002–Jan 2014 | Broker-dealer oversight |
| Pictet Funds | Trustee | 1995–2001 | Investment fund governance |
| Glover Hospital (Beth Israel Deaconess affiliate) | Trustee | Not disclosed | Nonprofit governance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | Independent Trustee | Since 2009 | RMR-managed REIT |
| Office Properties Income Trust (OPI) | Independent Trustee | Since 2009 | RMR-managed REIT |
| Tremont Mortgage Trust | Trustee | 2017–2020 | Predecessor vehicle tied to SEVN merger |
| Select Income REIT | Trustee | 2012–2018 | Merged into OPI in 2018 |
Board Governance
- Committee assignments: Audit Committee Chair; other Audit Committee members are Ann M. Danner, Barbara D. Gilmore, William A. Lamkin, and Joseph L. Morea; Audit held 8 meetings in 2024; Mr. Morea designated “financial expert” .
- Independence: Board affirmatively determined Mr. Somers is independent under Nasdaq/SEC and SEVN governing documents .
- Attendance: In 2024, Board held 5 meetings; all Trustees attended ≥75% of aggregate Board and committee meetings; all attended last year’s annual meeting .
- Executive sessions: Independent Trustees meet at least twice per year; sessions presided by the Lead Independent Trustee .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $70,000 | $70,000 |
| Audit Committee Chair fee | $17,500 | $17,500 |
| Lead Independent Trustee fee | — | — |
| Meeting fees | Not disclosed | Not disclosed |
| Total cash (Somers) | $87,500 | $87,500 |
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Equity grant (Common Shares) | 6,000 shares; grant date May 23, 2023; fair value $55,260; fully vested on grant date | 4,735 shares; grant date May 30, 2024; fair value $59,992; fully vested on grant date |
| Options/RSUs/PSUs | None disclosed for Trustees | None disclosed for Trustees |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Vesting structure: Trustee share awards fully vest on grant date; executive officer awards vest 1/5 at grant and annually thereafter, but this does not apply to Trustees .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| RMR ecosystem interlocks | Somers serves on DHC and OPI boards; SEVN is externally managed by Tremont (subsidiary of The RMR Group LLC/RMR Inc.). Independent Trustees across RMR Clients are common; potential perceived conflicts mitigated by governance guidelines and independence affirmations . |
| Compensation Committee interlocks | SEVN’s Compensation Committee members Gilmore and Lamkin also serve on other RMR Clients (e.g., OPI, SVC). Somers is not listed on Compensation Committee . |
Expertise & Qualifications
- Legal, corporate governance, and regulatory expertise from law firm leadership and SEC experience .
- Financial literacy and understanding of finance/accounting via REIT/investment company board service and committee work .
- Public company board experience across multiple REITs; risk oversight and ESG exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey P. Somers | 28,046 | Less than 1% | As of March 12, 2025 |
| Director ownership guidelines | 30,000 shares minimum retention by 2027 for Trustees in office as of Oct 1, 2021 | — | As of March 12, 2025, all Trustees have met or are expected to meet guidelines; Somers appears slightly below threshold but within compliance window . |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; pledging not disclosed | — | Insider Trading Policy prohibits hedging; blackout windows and preclearance apply to Trustees . |
Governance Assessment
- Strengths: Long-tenured Audit Committee Chair; Board-level independence affirmed; consistent attendance; strong legal/regulatory and governance background; active audit oversight (8 meetings in 2024) .
- Alignment: Receives annual equity grants; subject to 30,000-share ownership guideline with time to comply; fully vested equity awards provide immediate ownership but lack long-term vesting for directors .
- RED FLAGS/Potential conflicts: Extensive interlocks within RMR-managed ecosystem (Somers on DHC/OPI; SEVN managed by Tremont/RMR), which may create perceived conflicts around allocation of opportunities and related-party transactions; SEVN’s management agreement embeds termination fees and broad indemnification for Tremont/RMR, raising governance sensitivity (Board states conflicts addressed via guidelines and independent review) .
- Policy safeguards: Independent Trustee executive sessions; hedging prohibition; committee charters and governance guidelines publicly disclosed .
Appendix: Selected SEVN Governance and Related-Party Exposure (Context)
- SEVN has no employees; operations provided by Tremont (subsidiary of RMR). Base management fee 1.5% of “Equity” and incentive fee tied to “Core Earnings”; SEVN recognized base fees of $4.3 million and incentive fees of $1.0 million for FY2023 .
- Termination fee (if terminated without “cause” or by Tremont for material breach): three times average annual base + incentive fees over 24 months plus $1.6 million (plus specified TRMT costs included) .
- Shared services reimbursements to RMR ($2.6 million in 2023); combined D&O insurance across RMR Clients .
- Equity awards are used broadly across Trustees and RMR/Tremont employees; awards to employees vest over time; Trustee awards vest immediately .
All claims above are sourced from SEVN’s 2025 and 2024 proxy statements as cited.