Christopher J. Bilotto

About Christopher J. Bilotto

Christopher J. Bilotto, age 47, was appointed Managing Trustee and President & Chief Executive Officer (CEO) of Service Properties Trust (SVC) effective March 10, 2025; he is also an Executive Vice President at The RMR Group overseeing acquisitions, hotel and senior living asset management, and development, and previously held senior operating roles at RMR and Office Properties Income Trust (OPI) . As of March 18, 2025, he beneficially owned 47,918 SVC common shares (less than 1% of outstanding), aligning interests with shareholders; the Board expects all Trustees to meet share ownership guidelines over the required period . SVC’s executive pay is structurally tied to RMR’s discretionary evaluation and SVC’s equity plan, with RMR’s incentive fee linked to SVC’s three-year total shareholder return (TSR) versus peers—an indirect performance tie-in; SVC’s executive equity awards use time-based vesting rather than options .

Past Roles

External Roles

Fixed Compensation

• SVC has no employees and pays no cash salary/bonus to executive officers; executives are employed and paid by RMR. In 2024, SVC’s then-NEOs (not including Mr. Bilotto, who was appointed in 2025) collectively received from RMR $697,299 in base salaries and $639,000 in discretionary bonuses for services to RMR, SVC, and other RMR Clients; RMR set no formulaic bonus targets and paid bonuses based on holistic performance evaluations .
• Managing Trustees do not receive cash Trustee fees; Independent Trustees receive cash retainers and chair/lead premiums, while all Trustees typically receive annual share awards; Mr. Bilotto did not receive a Trustee share award for 2024 as his Board appointment began in March 2025 .

Performance Compensation

• Equity vehicle/design: SVC grants time-based SVC common share awards to executive officers under its Share Award Plan; one-fifth vests on grant date and one-fifth on each of the next four anniversaries (dividends are paid on both vested and unvested shares), with accelerated vesting upon certain change-in-control or “Termination Event” triggers; SVC does not currently grant stock options to NEOs .
• 2024 calibration (context from pre-appointment year): SVC moved to a “set dollar value” grant methodology; in 2024 each then-NEO received an award sized at approximately $130,000 of SVC shares at grant, determined by closing price (29,345 shares each) with time-based vesting; committee judgment considered responsibilities, performance, and practices at other RMR-managed REITs (DHC, ILPT, OPI, SEVN) .
• RMR cash incentive design (context for executives employed by RMR): bonuses are discretionary and based on holistic evaluation by RMR’s Executive Operating Committee and RMR Inc.’s compensation committee; RMR’s overall incentives include SVC performance linkages (e.g., RMR’s potential incentive fee is based on SVC’s three-year TSR relative to a peer index) .

Detailed incentive structure table:

Insider vesting/selling cadence signal:

• SVC’s vesting schedule implies periodic vesting-driven supply; hedging is prohibited by policy; unvested awards carry transfer/pledge restrictions via award agreements .
• Post-appointment insider filings show equity awards in 2025; for example, a Form 4 indicates a September 9, 2025 equity award under SVC’s plan, and a September 16, 2025 tax withholding disposition upon vesting (code F) by Mr. Bilotto, suggesting routine tax-related share withholding rather than open-market sales .

Equity Ownership & Alignment

Employment Terms

• Employment/contract: SVC has no employees; executives are employed by RMR. Upon his appointment, SVC agreed to enter into a standard indemnification agreement with Mr. Bilotto; no separate SVC employment contract, severance multiple, or cash-based change-in-control agreement is disclosed .
• Equity acceleration: Under SVC’s Share Award Plan, unvested awards fully vest upon a “Change in Control” or on a “Termination Event” (defined to include RMR ceasing to be manager/shared services provider to SVC); awards may also include accelerated vesting under certain termination scenarios .
• Non-compete/solicit, consulting, garden leave: Not disclosed in SVC filings reviewed.

Board Governance

• Role and independence: Mr. Bilotto serves as a Managing Trustee (non-independent) and CEO; he is not assigned to Board committees. All Board committees (Audit, Compensation, Nominating & Governance) are comprised solely of Independent Trustees, and SVC maintains a Lead Independent Trustee structure—mitigating dual-role concentration risks .
• Attendance: The Board held six meetings in 2024; each Trustee attended at least 75% of applicable Board/committee meetings; Managing Trustees do not receive cash Trustee fees; Trustees receive annual share awards (Bilotto did not receive a 2024 Trustee award due to appointment timing) .

Director Compensation (Managing Trustee)

Compensation Peer Group and Say-on-Pay

• Peer framework: RMR references specified peers and, importantly, cross-references equity awards and roles at other RMR-managed REITs (DHC, ILPT, OPI, SEVN) for calibration, without a rigid formula; SVC’s Compensation Committee applied judgment based on responsibilities, service length, and company performance .
• Say-on-pay cadence: SVC holds an annual advisory vote on executive compensation, with the next frequency vote expected in 2029 per 2023’s outcome .

Related Party and Structural Considerations

• RMR relationship: SVC pays RMR management and reimburses certain costs; in 2024 SVC reimbursed RMR ~$4.4 million for certain payroll/internal audit and related costs; SVC also grants share awards to RMR employees who provide services to SVC .
• RMR credit facility pledge: In January 2025, SVC consented to RMR’s pledge/assignment of RMR’s interests in SVC’s management agreements under RMR’s $100 million credit/security agreement—illustrating structural linkages between SVC and RMR’s financing arrangements .

Performance & Track Record

• Background experience: Bilotto’s operating and capital allocation background spans RMR leadership, OPI executive roles, and retail real estate operations at General Growth Properties .
• Company performance context (pre-appointment): SVC’s Pay Versus Performance disclosure shows historical TSR trajectories for context (e.g., value of a $100 investment figures across 2020–2023), but these pre-date Bilotto’s CEO tenure and should not be attributed to him .

Investment Implications

• Alignment and retention: Time-based SVC share awards (20% immediately, then 20% annually over 4 years) and trustee ownership guidelines (>35,000 shares) align incentives and promote retention; anti-hedging and unvested-share transfer restrictions further support alignment .
• Vesting-driven supply: The vesting cadence can create intermittent insider selling/withholding for taxes, as reflected in 2025 Form 4 activity; investors should monitor award calendars and blackout windows for potential technical pressure .
• Governance checks on dual roles: While Bilotto is both CEO and Managing Trustee, SVC’s fully independent committees and Lead Independent Trustee structure provide counterbalances; continued shareholder engagement and committee oversight of RMR performance/agreements remain key .
• Change-in-control economics: Full acceleration of unvested awards on a Change in Control or if RMR ceases to be SVC’s manager (Termination Event) can be a meaningful incentive and a consideration in event-driven scenarios; investors should factor this into M&A/management contract risk assessments .

Board/Committee and Ownership Facts:

• Appointed Managing Trustee and CEO: March 10, 2025 .
• Committee roles: None (Managing Trustee) .
• Beneficial ownership: 47,918 shares (<1%) as of March 18, 2025 .
• Trustee ownership guideline: ≥35,000 shares; Trustees have met or are expected to meet within required periods .
• Hedging prohibited; unvested shares subject to transfer/pledge restrictions via plan .