Matthew Brown
About Matthew Brown
Matthew C. Brown is Seven Hills Realty Trust’s Chief Financial Officer and Treasurer, appointed March 10, 2025; he is 43 and a certified public accountant. He previously served as CFO/Treasurer of Diversified Healthcare Trust since September 2023, was CFO/Treasurer of Office Properties Income Trust from 2019–September 2023, and has held finance and accounting leadership roles at The RMR Group since 2007, including Senior Vice President since 2019 . Company pay-versus-performance disclosures show SEVN net income of $27.6M (2022), $26.0M (2023), and $17.8M (2024), with total shareholder return values for an initial $100 investment of $96.27 (2022), $156.09 (2023), and $175.14 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Chief Financial Officer & Treasurer | 2019–Sep 2023 | Led finance and treasury during portfolio and capital structure transitions of a net lease/office REIT under RMR platform . |
| The RMR Group LLC | Senior Vice President | 2019–present | Oversees accounting, finance support, and tax functions across RMR and affiliates; day-to-day leadership for finance operations . |
| The RMR Group LLC and subsidiaries | Finance/Accounting Leadership Roles | 2007–present | Progressive leadership across finance/accounting supporting multiple RMR Clients (REITs/operating companies) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversified Healthcare Trust (DHC) | Chief Financial Officer & Treasurer | Sep 2023–present | Finance leadership for healthcare-focused REIT; continuity with RMR operating model . |
| The RMR Group LLC | Senior Vice President | 2019–present | Centralized oversight enabling standardized controls and reporting across RMR-managed entities . |
Fixed Compensation
| Component | SEVN Policy/Amount | Notes |
|---|---|---|
| Base Salary | $0 | SEVN does not pay salaries to named executive officers; cash compensation is paid by RMR/Tremont directly . |
| Target Bonus % | Not applicable | SEVN does not pay cash bonuses; equity is the sole form of incentive at SEVN . |
| Actual Bonus Paid | $0 | No SEVN-paid cash bonuses; any bonuses, if any, relate to RMR/Tremont employment, not disclosed in SEVN proxy . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based Restricted Common Shares (RS) | N/A | Continued service | N/A | Shares plus distributions on unvested and vested RS per plan | 20% at grant; 20% on each of the next four anniversaries, subject to continued service and accelerated vesting upon Change in Control or Termination Event . |
- SEVN does not currently grant stock options to named executive officers .
- Grant timing: annual consideration in September for officers/employees of RMR (and at first Board meeting post-annual meeting for Trustees); SEVN states awards are not timed around MNPI/earnings .
Equity Ownership & Alignment
| Item | Brown-specific | Company Policy/Context |
|---|---|---|
| Total beneficial ownership | Not disclosed in 2025 proxy table | Beneficial ownership table lists trustees/executives as of March 12, 2025; Brown not individually listed, group total is 2,222,147 shares (14.9%) across nine persons; 14,902,773 shares outstanding . |
| Vested vs. unvested | Not disclosed | Unvested RS for NEOs vest 20% at grant and 20% annually over 4 years; holders receive distributions on both vested and unvested shares . |
| Options (exercisable/unexercisable) | None | SEVN reports no options outstanding or awarded under equity plans; weighted-average exercise price N/A . |
| Hedging/Pledging | Hedging prohibited; pledging not explicitly stated | Insider Trading Policy prohibits hedging by Board and officers; policy summary does not explicitly state anti-pledging; share agreements restrict transfer/pledge per terms . |
| Ownership guidelines | Not disclosed for executives | Trustee ownership guideline: retain at least 30,000 shares within a defined period; all trustees met or expect to meet guidelines as of March 12, 2025 . |
| Equity plan capacity/overhang | N/A | Overhang 5.10% at year-end 2024 (4.10% available + 1.00% unvested RS); proposal to add 550,000 shares raises plan capacity to 1,050,000 total, plan term to May 28, 2035; burn rate 0.81% (2024), 3-year average 0.84% . |
Employment Terms
- Appointment/Start date: Appointed CFO & Treasurer effective March 10, 2025; replaces Fernando Diaz (resigned March 9, 2025) .
- Indemnification: Entered into SEVN indemnification agreement on terms substantially the same as other executive officers; form incorporated by reference to Q3 2023 10-Q Exhibit 10.3 .
- Contract term/expiration, non-compete, non-solicit, garden leave: Not disclosed in SEVN filings; Brown is employed by RMR/Tremont, which pays cash compensation to executives .
- Severance/Change-of-control: SEVN’s 2021 Equity Plan (as proposed to be amended/restated) provides immediate vesting of unvested RS upon Change in Control or Termination Event (if Tremont ceases as manager/shared services provider) . SEVN has no formal severance policy; may on a discretionary basis accelerate vesting for RMR/Tremont employees upon termination; aggregate accelerated value approx. $0.3M (2024) and $0.2M (2023) across former RMR/Tremont employees .
Compensation Structure Analysis
- Shift to equity-only at SEVN: Executives receive equity awards (time-based RS); no SEVN-paid salary or bonus, which reduces direct pay-for-performance via quantitative metrics and places emphasis on retention via time-based vesting .
- No options/PSUs: Absence of options/PSUs lowers upside convexity and reduces linkage to TSR/financial targets; awards are full-value RS .
- Vesting cadence: 5-year schedule (20%/year) fosters retention; accelerated vesting on Change in Control/Termination Event could create event-driven payout sensitivity .
- Plan dilution dynamics: Overhang 5.10%; proposed share pool increase (+550k) supports ~3 years of grants, average burn rate ~0.84% (3-year) .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $27,640 | $25,965 | $17,820 |
| Value of $100 Investment (TSR) | $96.27 | $156.09 | $175.14 |
- Brown’s SEVN tenure began in 2025; prior roles include CFO/Treasurer at OPI and DHC and long-term RMR finance leadership, suggesting deep familiarity with RMR-managed REIT finance and controls .
Performance Compensation (Detailed Table)
| Award Type | Metric | Weighting | Target | Actual/Payout Determination | Vesting Dates |
|---|---|---|---|---|---|
| Restricted Common Shares | Service-based (time) | N/A | Continued significant services to SEVN/RMR/Tremont/affiliates | Shares vest; holders receive distributions on both vested and unvested shares; accelerated vesting upon Change in Control or Termination Event | 20% at grant; 20% on each of the next four anniversaries (e.g., awards on Sep 11, 2024; Sep 13, 2023; Sep 14, 2022; Oct 1, 2021 followed this schedule) . |
Risk Indicators & Red Flags
- Hedging prohibited; blackout periods and pre-clearance required—mitigates trading risk; pledging not explicitly prohibited in the disclosed summary .
- Change-in-control/Termination Event acceleration for unvested RS could create misalignment if event-driven payouts occur without performance thresholds .
- Dilution risk: Overhang and expanded plan capacity to 1,050,000 shares; ongoing burn rate ~0.8–0.9% may pressure dilution if performance lags .
Investment Implications
- Alignment: SEVN’s equity-only, time-based RS structure emphasizes retention but provides limited direct linkage to financial/TSR targets; expect Brown’s incentives at SEVN to be primarily tenure-driven, with event acceleration as a lever .
- Retention and selling pressure: Five-year vesting promotes retention; distributions on unvested RS reduce pressure to sell post-vest; current Brown ownership not disclosed, limiting visibility into near-term selling risk .
- Event sensitivity: Accelerated vesting on Change in Control or Termination Event (loss of Tremont management) could catalyze executive payouts, increasing event-driven incentives around manager arrangements .
- Dilution and plan sizing: Proposed share pool expansion (to 1,050,000) and overhang of 5.10% with a 0.84% average burn rate imply steady equity issuance pace; monitor shareholder votes and future grant sizing for dilution discipline .
- Governance: Independent Compensation Committee; SEVN does not time grants around MNPI; hedging ban supports alignment. Absence of disclosed executive ownership guidelines and performance-based equity targets is a gap to track in future proxies .
Note: SEVN’s proxy centers on company-paid equity. Brown’s cash compensation (salary/bonus) is paid by RMR/Tremont and is not disclosed in SEVN filings; RMR Inc. filings are referenced but not incorporated by SEVN .