Joseph Morea
About Joseph L. Morea
Independent Trustee and Lead Independent Trustee of Seven Hills Realty Trust (SEVN). Age 69 (as of the 2025 proxy), trustee since 2021, Lead Independent Trustee since 2021. Former vice chairman/managing director at RBC Capital Markets, head of U.S. Investment Banking (2008–2009), and prior senior roles at UBS, PaineWebber, and Smith Barney; began career as a certified public accountant—bringing deep capital markets and financial expertise to SEVN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Capital Markets | Vice chairman & MD; Head of U.S. Equity Capital Markets | 2003–2012 | Led equity capital markets franchise |
| RBC Capital Markets | Head of U.S. Investment Banking | 2008–2009 | Senior leadership across IB coverage |
| UBS, Inc. | MD & Co-Head, U.S. Equity Capital Markets | Not disclosed | Capital markets leadership |
| PaineWebber, Inc. | COO, Investment Banking; Head U.S. Equity Capital Markets | Not disclosed | IB operating leadership |
| Smith Barney, Inc. | MD, Equity Capital Markets | Not disclosed | ECM leadership |
| Public accounting | Certified Public Accountant | Prior to IB career | Financial reporting proficiency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Industrial Logistics Properties Trust (ILPT) | Independent trustee | Since 2018 | RMR-managed REIT |
| TravelCenters of America Inc. | Director | 2015–May 2023 | Acquired by BP in May 2023 |
| Tremont Mortgage Trust | Trustee | 2017–Sep 2021 | Merged into SEVN in Sep 2021 |
| RMR Mortgage Trust (RMR Real Estate Income Fund) | Director | 2016–May 2020 | Prior RMR client |
| Portman Ridge Finance Corporation | Director | Since 2020 | BDC board service |
| Garrison Capital Inc. | Director | 2015–2020 | Acquired by Portman Ridge in 2020 |
| First Eagle Senior Loan Fund | Director | 2013–2021 | Closed-end fund board |
Board Governance
- Independence: SEVN’s board affirmatively determined Morea qualifies as an Independent Trustee under Nasdaq/SEC criteria and SEVN’s governing documents .
- Lead Independent Trustee: Responsibilities include presiding at executive sessions, leading independent trustee meetings, liaising with management, assisting Compensation Committee in manager evaluations, and authorizing advisors for independents; selected annually by independent trustees .
- Committee assignments: Audit Committee member; SEVN designated Morea as the Audit Committee’s “financial expert” .
- Attendance and engagement: In 2024, the board met five times; each trustee attended ≥75% of aggregate board and committee meetings during their service period. Audit Committee met eight times; Compensation four; Nominating three . Independent trustees meet at least twice per year in executive sessions .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees ($) | 85,000 | 85,000 |
| Stock Awards ($) | 55,260 | 59,992 |
| Total ($) | 140,260 | 144,992 |
- Structure: Independent Trustee annual fee $70,000; Lead Independent Trustee receives an additional $15,000. Committee chair fees: Audit $17,500; Compensation $12,500; Nominating $12,500. Managing Trustees receive no cash compensation .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Common Shares (Trustee award) | May 23, 2023 | 6,000 | 55,260 | Fully vested at grant | None disclosed for trustee equity awards |
| Common Shares (Trustee award) | May 30, 2024 | 4,735 | 59,992 | Fully vested at grant | None disclosed for trustee equity awards |
- SEVN indicates trustee equity grants are time-based common share awards; trustee awards vest fully on grant date; no stock options; no disclosed performance metrics (PSUs/TSR hurdles) for trustee grants .
Other Directorships & Interlocks
| Company | Relationship to RMR/Tremont | Interlock Consideration |
|---|---|---|
| ILPT, TA, TRMT, RMR Mortgage Trust | RMR-managed or affiliated clients | SEVN discloses cross-board service by independent trustees on RMR client boards and manages related person transaction oversight via governance guidelines; board determined independence was not impaired . |
Expertise & Qualifications
- Capital markets and investment banking leadership; deep experience raising equity capital and executing strategic transactions; CPA background supports audit oversight and financial literacy .
- Skills matrix includes risk oversight/management, human capital management, financial expertise, investment expertise, REIT/real estate knowledge, ESG and public company board experience .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 14, 2024 | 27,879 | Less than 1% | 14,810,739 shares outstanding |
| March 12, 2025 | 32,614 | Less than 1% | 14,902,773 shares outstanding |
- Ownership alignment: Trustees must retain at least 30,000 common shares by 2027 (for trustees in office as of Oct 1, 2021); SEVN reports all trustees have met or are expected to meet these guidelines as of March 12, 2025 .
- Hedging/pledging: Hedging by board members is prohibited under SEVN’s Insider Trading Policy; no pledging disclosures for Morea noted in proxy .
Governance Assessment
- Board effectiveness: Morea serves as Lead Independent Trustee with robust responsibilities enhancing independent oversight and shareholder engagement; Audit Committee “financial expert” designation adds credibility on reporting and controls .
- Independence and attendance: SEVN’s formal independence determinations support investor confidence; attendance thresholds were met; independent executive sessions held at least twice annually .
- Compensation alignment: Director pay is modest and balanced between cash and equity; equity grants vest immediately and are not performance-based, which is common for non-employee directors but provides less explicit pay-for-performance linkage .
- Potential conflicts and related-party exposure (RED FLAG to monitor): Extensive RMR ecosystem interlocks and SEVN’s external management agreement with Tremont/RMR create inherent conflicts in opportunity allocation and oversight—SEVN mitigates via governance guidelines, independent trustee review/approval of related person transactions, and explicit conflict management language; nonetheless, concentration of influence within RMR network warrants ongoing scrutiny by investors .
- Ownership alignment: Morea’s reported beneficial ownership exceeds the 30,000-share guideline by 2025, supporting skin-in-the-game alignment .
Overall: Morea’s capital markets expertise and Lead Independent role strengthen audit and governance oversight. The principal governance risk is interlocks across RMR-managed entities and SEVN’s external manager structure; SEVN’s independence determinations and transaction-review processes partially mitigate, but investors should continue monitoring related-party transactions, equity plan changes, and manager performance reviews .