Matthew Jordan
About Matthew P. Jordan
Matthew P. Jordan, age 50, is a Managing Trustee of Seven Hills Realty Trust (SEVN) since 2021, serving in Board Class I with a term expiring at the 2026 annual meeting. He is Executive Vice President of The RMR Group Inc. and The RMR Group LLC, Chief Financial Officer and Treasurer of RMR Inc. since 2015, and Director, President and Chief Executive Officer of Tremont Realty Capital LLC (SEVN’s external manager) since January 2021; he is a certified public accountant. Jordan is not an independent trustee and serves on no SEVN Board committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RMR Group Inc. | Executive Vice President; Chief Financial Officer & Treasurer | EVP since 2018; CFO & Treasurer since 2015 | Oversees accounting and finance across RMR-managed REIT clients |
| The RMR Group LLC | Executive Vice President; Chief Financial Officer & Treasurer; Former Chief Accounting Officer | EVP since 2017; CFO & Treasurer since 2012; Former CAO (dates not specified) | Responsible for finance/accounting matters affecting RMR and managed REITs |
| Tremont Realty Capital LLC | Director, President & CEO; prior EVP/CFO/Treasurer | CEO/President since Jan 2021; EVP/CFO/Treasurer 2017–2020 | Day-to-day business for SEVN conducted by Tremont; key management role |
| RMR Advisors LLC | EVP, CFO & Treasurer | Oct 2017–Jan 2021 | Merged into Tremont in Jan 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Industrial Logistics Properties Trust (ILPT) | Trustee/Director | Since 2022 | RMR-managed public REIT (interlock with SEVN’s manager) |
| Tremont Mortgage Trust | Trustee/Director | 2020–Sep 2021 (merged with SEVN) | Former RMR-managed mortgage REIT |
| Non-RMR public company boards | — | — | None disclosed |
Board Governance
- Independence status: Managing Trustee (not independent)
- Committee assignments: None
- Board Class/Term: Class I; term expires at 2026 annual meeting
- Board leadership: Adam Portnoy serves as Chair; Joseph L. Morea is Lead Independent Trustee
- Executive sessions: Independent Trustees meet at least twice per year in executive session
- Board meetings: 5 meetings in 2024; all then-Trustees attended at least 75% of Board/committee meetings; all attended the 2024 annual meeting
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Cash fees | $0 | Managing Trustees do not receive cash compensation for Board service |
| Equity grant (2024) | $59,992 | 4,735 Common Shares granted on May 30, 2024 based on closing price; fully vested at grant date |
| Additional fees | $0 | No committee chair/lead fees applicable to Managing Trustees |
Performance Compensation
| Metric/Structure | Disclosure | Detail |
|---|---|---|
| Performance-based metrics for directors (TSR/EBITDA goals) | Not disclosed for directors | SEVN’s trustee equity awards fully vest on grant date; not performance-conditioned |
| Option awards | None | SEVN does not currently grant stock options as part of equity compensation for NEOs; trustee awards are Common Shares |
Other Directorships & Interlocks
| Company | Relationship to SEVN | Interlock Risk |
|---|---|---|
| ILPT | RMR-managed REIT; Jordan serves on ILPT board | Information flow and potential conflicts due to shared manager (RMR/Tremont) |
| Tremont Mortgage Trust | Former RMR-managed entity merged into SEVN | Historical interlock with RMR complex |
Expertise & Qualifications
- CPA; extensive finance and accounting leadership (CFO/Treasurer roles at RMR Inc. and RMR LLC)
- CRE and residential real estate industry knowledge; REIT domain expertise
- Public company executive and board experience across RMR client complex
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew P. Jordan | 67,553 | Less than 1% | Meets trustee share ownership guideline (≥30,000 shares) |
| Shares outstanding (for % calc) | 14,902,773 | — | Outstanding as of Mar 12, 2025 |
- Trustee share ownership guideline: retain at least 30,000 Common Shares within specified compliance windows; as of Mar 12, 2025, all Trustees have met or are expected to meet guidelines
- Hedging policy: Board members and officers are prohibited from hedging SEVN securities
Pay Versus Performance (Company context during Jordan’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 initial investment (TSR) | $96.27 | $156.09 | $175.14 |
| Net Income ($000s) | $27,640 | $25,965 | $17,820 |
Governance Assessment
- Strengths:
- Clear disclosure of non-independent status and no committee memberships (avoids perceived independence overreach)
- Robust governance framework with independent-only Audit, Compensation, and Nominating & Governance Committees; external auditor oversight and pre-approval policy
- Trustee ownership guideline (≥30,000 shares); Jordan’s 67,553 shares align interests albeit small relative to float
- Concerns and RED FLAGS:
- Not independent; dual role as CFO of RMR Inc. and CEO of Tremont (SEVN’s external manager) creates related-party and influence risks over management agreements, fees, and oversight
- Interlocks within RMR-managed complex (e.g., ILPT board) may introduce conflicts in capital allocation or transactions among RMR clients
- Director equity awards fully vest at grant, reducing long-term performance linkage versus multi-year vesting or performance-conditioned awards; no performance metrics tied to trustee pay disclosed
- Board attendance disclosure at “≥75%” lacks granularity on director-specific engagement metrics
Overall: Jordan brings deep finance and REIT operating expertise, but his managerial roles at RMR/Tremont and interlocks within the RMR ecosystem concentrate influence and elevate conflict risk. Continued reliance on independent-only committees and transparent related-person review is critical to investor confidence.