Brian E. Donley
About Brian E. Donley
Chief Financial Officer and Treasurer of Service Properties Trust (SVC) since 2019; age 50; Senior Vice President at The RMR Group LLC (RMR) with >25 years in REIT finance and accounting; Certified Public Accountant. External CFO roles include Office Properties Income Trust (OPI) since Oct 2023; prior CFO/Treasurer at Industrial Logistics Properties Trust (ILPT) Oct 2022–Sep 2023 and Seven Hills Realty Trust (SEVN) 2019–2021 . Pay-versus-performance shows SVC 2024 TSR value of $13.44 per initial $100 and net loss of $275,526k, versus 2023 TSR $41.11 and net loss of $32,779k .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Senior Vice President; various finance/accounting leadership roles | 1997–present | Long-tenured REIT finance operator; supports SVC and other RMR Clients . |
| Service Properties Trust (SVC) | Chief Financial Officer & Treasurer | 2019–present | Oversees SVC finance; signatory on debt supplemental indentures . |
| Office Properties Income Trust (OPI) | Chief Financial Officer & Treasurer | Oct 2023–present | Multi-company CFO responsibilities under RMR platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Industrial Logistics Properties Trust (ILPT) | CFO & Treasurer | Oct 2022–Sep 2023 | Transitional CFO role; logistics REIT exposure . |
| Seven Hills Realty Trust (SEVN) | CFO & Treasurer (then RMR Mortgage Trust/RMR Real Estate Income Fund) | 2019–2021 | Mortgage REIT finance leadership . |
Fixed Compensation
RMR, not SVC, pays cash compensation (base salary + discretionary bonus) to SVC’s named executive officers (NEOs). SVC discloses only NEO aggregates (Donley + Hargreaves):
- 2024: Base salary aggregate $697,299; discretionary bonuses aggregate $639,000 (52% salary / 48% bonus), equal to 2.7% of SVC fees/reimbursements paid to RMR .
- 2023: Base salary aggregate $659,096; discretionary bonuses aggregate $710,000 (48% salary / 52% bonus) .
Note: Individual base/bonus for Donley is not broken out by SVC; bonuses are discretionary with holistic performance evaluations by RMR (no preset targets) .
Performance Compensation
SVC grants time-based Restricted Common Shares under its Share Award Plan; 1/5 vests at grant; remaining 1/5 vests on each of the next four anniversaries; dividends paid on both vested and unvested shares; acceleration upon specified termination or change-in-control events .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| SVC Restricted Shares (2024 grant) | Time-based (no PSU metrics) | $130,000 award value set by committee | 29,345 shares at $129,998 grant-date value | Shares granted (no cash) | 20% at grant; 20% annually for 4 years starting 9/11/2025 . |
| SVC Restricted Shares (2023 grant) | Time-based | Not applicable | 15,000 shares at $115,800 grant-date value | Shares granted | 20% at grant; then 20% annually for 4 years starting 9/13/2024 . |
| RMR Inc. Class A shares (Donley) | Time-based (RMR program) | Not applicable | 3,062 shares; $74,988 grant-date fair value | Shares granted by RMR Inc. | 20% at award; then 20% annually over 4 years, subject to continued service . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Donley) | 91,813 SVC common shares (Less than 1% of outstanding) as of March 18, 2025 . |
| Vested vs Unvested (as of 12/31/2024) | Unvested: 40,476 shares; would vest upon qualifying termination/change-in-control . |
| 2024 shares vested | 15,869 shares; $72,100 value realized . |
| 2024 unvested by grant year | 2024: 23,476; 2023: 9,000; 2022: 6,000; 2021: 2,000 . |
| Ownership guidelines (executives) | Not disclosed; trustee share ownership guidelines exist, but not executive-specific . |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; pledging not explicitly disclosed . |
Insider Transactions & Vesting Pressure
| Date (Filing) | Type | Shares | Price | Post-Transaction Ownership | Notes |
|---|---|---|---|---|---|
| 11/08/2024 | Open-market Purchase (Form 4) | 3,000 | $3.25 | 91,813 | CFO purchase; confidence signal . |
| 09/13/2024 (trade 09/11) | Grant (Form 4) | 29,345 | — | 94,233 (reported then) | Annual SVC share award . |
| 05/23/2024 | Open-market Purchase (Form 4) | 3,000 | $5.44 | 64,889 (reported then) | Incremental buying . |
| 09/20/2023 (trade 09/18) | Tax withholding (Form 4, F) | 3,750 | $7.86 | 61,889 | Share withholding on vest . |
Pattern: Multiple open-market purchases in 2024; no reported open-market sales; grants and tax withholdings consistent with vesting cadence .
Employment Terms
- Position/Start: CFO & Treasurer since 2019 .
- Compensation structure: SVC pays equity awards; RMR pays cash salary and discretionary bonus (no guaranteed bonuses; no preset targets) .
- Change-in-control/termination: All unvested SVC share awards accelerate upon specified events; Donley’s unvested shares would have been 40,476 with $102,809 value at 12/31/2024 .
- Clawbacks/Non-competes: Not disclosed in SVC filings; Insider Trading Policy prohibits hedging .
Executive Compensation History (SVC awards)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $101,250 | $115,800 | $129,998 |
| All Other Compensation ($) | $5,030 | $19,080 | $16,605 |
Outstanding/Unvested Equity Detail (as of 12/31/2024)
| Grant Year | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 2021 | 2,000 | $5,080 |
| 2022 | 6,000 | $15,240 |
| 2023 | 9,000 | $22,860 |
| 2024 | 23,476 | $59,629 |
Pay Versus Performance (Context)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR – Value of $100 Investment ($) | $37.27 | $31.86 | $41.11 | $13.44 |
| Peer Group TSR – Value of $100 Investment ($) | $89.02 | $75.47 | $94.11 | $89.89 |
| Net Income (Loss) ($000s) | (544,603) | (132,381) | (32,779) | (275,526) |
Compensation Committee & Governance Notes
- Compensation Committee comprised of Independent Trustees; met 4 times in 2024; administers Share Award Plan; reviews RMR performance/fees .
- 2024 awards used a set-dollar method ($130,000 per NEO) for consistency across years; four-year vesting; no stock options used due to alignment/short-term risk concerns .
Risk Indicators & Red Flags
- Hedging prohibited for officers; pledging not explicitly addressed—monitor for future disclosures .
- Accelerated vesting upon change-in-control/termination can increase event-driven supply; Donley had 40,476 unvested shares at year-end 2024 .
- Multi-company CFO responsibilities (OPI alongside SVC) may concentrate bandwidth; mitigated by RMR shared-services model .
Investment Implications
- Alignment: Donley’s compensation at SVC is primarily equity with multi-year vesting; open-market purchases in 2024 (3,000 shares in May and 3,000 shares in Nov) support alignment and reduce near-term selling pressure .
- Event risk: Change-in-control/termination accelerates all unvested awards (40,476 shares at 12/31/2024); investors should model potential incremental float in corporate events .
- Performance linkage: Cash bonuses are discretionary at RMR (no preset targets); SVC equity is time-based rather than performance-based (no PSUs), placing more emphasis on tenure and retention than direct financial KPI achievement .
- Governance: Hedging prohibition reduces misalignment risk; lack of explicit executive pledging policy disclosure warrants monitoring for future filings .