Donna D. Fraiche
About Donna D. Fraiche
Donna D. Fraiche (age 73) is an Independent Trustee of Service Properties Trust (SVC), serving since 2015 and as Lead Independent Trustee since 2021. She is founder of Fraiche Strategies, LLC (since 2020) and previously practiced law as senior counsel at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (through 2020) and earlier at Locke Lord LLP in New Orleans, with extensive legal and public policy experience. She is designated independent by the Board under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Fraiche Strategies, LLC | Founder and member | Since 2020 | Strategic advisory (legal/policy) |
| Baker, Donelson, Bearman, Caldwell & Berkowitz, PC | Senior Counsel (retired 2020) | To 2020 | Health law/public policy leadership |
| Locke Lord LLP (New Orleans) | Attorney | Not disclosed | Legal practice |
| American Health Law Association | Past President; Fellow | Not disclosed | Governance/industry leadership |
| Louisiana Health Care Commission | Former Chair | Not disclosed | Public policy oversight |
| Loyola University | Past Chair, Board of Trustees | Not disclosed | Higher-ed governance |
| Women’s Hospital | Past Chair; member—finance, real estate, compensation committees | Not disclosed | Hospital governance/committees |
| International Women’s Forum (Louisiana) | Past President | Not disclosed | Leadership network |
| The Supreme Court of Louisiana Historical Society | Past President | Not disclosed | Civic leadership |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| Cornerstone Chemical Company, Inc. | Director | Not disclosed | Private company board |
| Louisiana Consular Corps | Treasurer; Honorary Consul for Japan (New Orleans) | Not disclosed | Diplomatic/civic role |
| Baton Rouge Area Foundation | Investments Committee Member | Not disclosed | Endowment oversight |
| Family-owned real estate holding company | Co-manager | Not disclosed | Owns commercial office/retail/multi-use properties |
Board Governance
- Independence: The Board affirmatively determined Ms. Fraiche is independent under Nasdaq and SEC standards and SVC’s governing documents.
- Lead Independent Trustee (LID): As LID, she presides executive sessions, liaises with management, assists committee evaluations, can call independent sessions, and supports governance/engagement; she can authorize advisors for independent trustees and is available to shareholders as needed.
- Committee memberships: Audit; Compensation; Nominating & Governance (member on all three). Not a committee chair.
- 2024 meetings and attendance: Board met 6 times; Audit (8), Compensation (4), Nominating & Governance (1). Each Trustee attended ≥75% of applicable Board/committee meetings and all Trustees attended the 2024 annual meeting.
- Executive sessions: Independent Trustees meet at least twice per year in executive session.
Fixed Compensation
| Component | Policy Detail | Donna D. Fraiche – 2024 Amount |
|---|---|---|
| Annual Trustee Cash Fee | $85,000 per Independent Trustee | $85,000 |
| Lead Independent Trustee Fee | $17,500 additional | $17,500 |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Governance $15,000 (if chair) | $0 (not a chair) |
| Total Cash Fees | Sum of applicable cash fees | $102,500 |
| Reimbursements | Travel/education reimbursement policy | As incurred (amounts not itemized) |
Performance Compensation
| Grant Type | Grant Date | Number of Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Trustee Share Award | June 14, 2024 | 18,255 | $89,997 | Fully vested on award date | All Trustees then in office received identical award sizing |
SVC’s Trustee equity awards for 2024 vested in full at grant; no performance metrics (e.g., TSR/EBITDA) apply to director awards.
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Independent Trustee | Since 2019 | Compensation Committee member (interlock within RMR-managed complex) |
| AlerisLife Inc. | Director; Lead Independent Director | 2010–Mar 2023 | Company acquired by ABP Trust in Mar 2023 |
| Select Income REIT | Trustee | 2012–Dec 2018 | Merged into OPI subsidiary Dec 2018 |
| Other non-RMR public boards | — | — | None disclosed |
Expertise & Qualifications
- Legal/regulatory and public policy expertise; extensive health care law and civic leadership background.
- Public company/REIT governance experience across multiple boards within the RMR-managed ecosystem.
- Skills identified by SVC include risk oversight/management, human capital, financial literacy, legal/regulatory, REIT/real estate, public company board, government/public policy.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Ownership Guidelines | Compliance | Hedging/Pledging Policy |
|---|---|---|---|---|---|
| Donna D. Fraiche | 58,255 | <1% | Trustees expected to retain ≥35,000 shares; all Trustees have met or are expected to meet guidelines as of Mar 18, 2025 | Meets guideline (by shares held) | Hedging prohibited by Insider Trading Policy; pledging not stated |
Governance Assessment
- Strengths:
- Lead Independent Trustee with robust responsibilities that enhance board independence and shareholder access.
- Multi-committee service (Audit, Compensation, Nominating & Governance) provides cross-functional oversight continuity.
- Meets ownership guideline; 2024 attendance ≥75% and participated in all-hands annual meeting.
- Director equity awards create alignment via share ownership (albeit fully vested at grant).
- Watch items / RED FLAGS:
- Related-party dependencies: SVC is externally managed by The RMR Group (RMR) and has material related-party transactions with RMR and Sonesta (managed/controlled within the ABP/RMR ecosystem), including $29.7M in 2024 business management fees to RMR, $12.0M property mgmt/construction fees to RMR, and extensive Sonesta returns/fees and capital flows; Ms. Fraiche also serves on OPI within the same complex and is on OPI’s Compensation Committee. These interlocks elevate perceived conflict risk and require strong independent oversight.
- Board Chair is Adam Portnoy (President/CEO of RMR and controlling ABP Trust), concentrating influence; LID structure and independent committee composition are important mitigants.
- Director equity awards are fully vested at grant (no performance conditions), which provides ownership but limited explicit performance linkage for director pay.
Appendix: Committee Work Snapshot (2024)
| Committee | Members (selected) | Meetings (2024) | Scope highlights |
|---|---|---|---|
| Audit | Lamkin (Chair), Burns, Cramer, Fraiche, Harrington, Penkar | 8 | Financial reporting, internal audit, risk (incl. cybersecurity/AI), auditor oversight; all members independent. |
| Compensation | Burns (Chair), Fraiche, Harrington, Penkar | 4 | RMR performance review, trustee pay, equity plan administration, RMR agreement evaluations; all members independent. |
| Nominating & Governance | Cramer (Chair), Fraiche | 1 | Board refreshment, independence assessments, governance principles, succession planning; all members independent. |
Notes on Related-Party Ecosystem (Context for Conflicts Oversight)
- RMR arrangements: SVC recognized ~$29.7M net business management fees (no incentive fee) and ~$12.0M property management/construction supervision fees with RMR in 2024; reimbursed ~$4.4M of certain costs.
- Sonesta arrangements: 181 of 206 hotels managed; realized $189.4M returns; $119.6M management/reservation/system and program fees plus $2.9M procurement/construction supervision fees; SVC funded $258.3M hotel capex and contributed $15.3M to Sonesta in 2024; SVC owns 34% of Sonesta (controlled by Mr. Portnoy).
- Related-person transactions are reviewed/approved by disinterested Trustees per Governance Guidelines, with details in Annex B.