Rajan C. Penkar
About Rajan C. Penkar
Rajan C. Penkar (age 69) has served as an Independent Trustee of Service Properties Trust (SVC) since 2023, sitting on the Audit and Compensation Committees. He is president/founder of Supply Chain Advisory Services, and previously led supply chain at Sears and senior roles at UPS; he also holds a certificate in cybersecurity oversight from Carnegie Mellon University and NACD . The Board affirmed his independence under Nasdaq/SEC and SVC governing documents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Supply Chain Advisory Services, LLC | President & Founder | Since 2014 | E-commerce/omni-channel supply chain design and optimization |
| Sears Holding Corporation | SVP & President, Supply Chain | 2011–2014 | Accountable for global sourcing, retail/e-commerce distribution, fulfillment, transportation, inventory mgmt., in-home delivery |
| United Parcel Service (UPS) | Various roles up to President, UPS Customer Solutions | 1987–2011 | Customer solutions leadership; deep logistics experience |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| TravelCenters of America Inc. | Director | 2020–May 2023 (acquired by BP Products North America Inc.) | Former RMR client; acquisition ended board role |
| USA Truck Inc. | Director | 2021–2022 (acquired by DB Schenker) | Board tenure concluded upon acquisition |
| U.S. Concrete, Inc. | Director | 2020–2021 (acquired by Vulcan Materials) | Board tenure concluded upon acquisition |
Board Governance
- Independence: Independent Trustee as determined by Board and applicable standards .
- Committees: Audit; Compensation .
- Committee activity: Audit Committee held 8 meetings in 2024; Compensation Committee held 4 meetings . Board held 6 meetings; all Trustees attended ≥75% of aggregate Board/committee meetings, and attended the 2024 annual meeting .
- Lead Independent Trustee: Donna D. Fraiche; responsibilities enumerated (executive sessions, liaison, advisor retention) .
- Executive sessions: Independent Trustees meet at least twice per year .
| Governance Item | Detail |
|---|---|
| Independence status | Independent under Nasdaq/SEC and SVC governing docs |
| Committees | Audit; Compensation |
| 2024 meetings (Board/Committees) | Board: 6; Audit: 8; Compensation: 4 |
| Attendance | Each Trustee ≥75% attendance in 2024; all attended 2024 annual meeting |
| Executive sessions | Independent Trustees meet ≥2 times per year |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $85,000 | Standard for Independent Trustees; prorated for new Trustees |
| Committee chair fees | N/A | Only chairs receive: Audit $20,000; Compensation $15,000; Nominating/Governance $15,000 |
| Lead Independent Trustee fee | N/A | $17,500 applicable to Lead Independent Trustee |
| Equity grant (Common Shares) | $89,997 (18,255 shares granted) | Annual equity award; fully vested on grant date |
| Reimbursements | Travel/education reimbursements | Standard policy |
Director-specific 2024 totals for Penkar: Cash fees $85,000; Stock awards $89,997; Total $174,997 .
Performance Compensation
- No performance-based compensation elements are disclosed for directors; annual equity awards to Trustees are fully vested on grant date and not tied to specific performance metrics .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | TravelCenters of America (RMR client; acquired 2023), USA Truck (acquired 2022), U.S. Concrete (acquired 2021) |
| Interlocks | Broader SVC ecosystem includes RMR-managed entities and Sonesta; Penkar serves on SVC’s Compensation Committee that oversees agreements with RMR and equity awards, alongside other Independent Trustees |
Expertise & Qualifications
- Supply chain, distribution, fulfillment, inventory management expertise .
- Cybersecurity oversight certificate (Carnegie Mellon University/NACD) .
- Public company board experience; financial literacy .
- REIT/real estate exposure through SVC Board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rajan C. Penkar | 25,255 | Less than 1% | As of March 18, 2025; SVC common shares outstanding: 166,636,537 |
| Ownership guideline | 35,000 shares target | — | Trustees expected to retain ≥35,000 shares within specified timeline; as of March 18, 2025 all Trustees have met or are expected to meet within applicable periods |
Compliance status: Penkar holds 25,255 shares vs 35,000 guideline; Board states Trustees are expected to meet within applicable periods (he was elected in 2023, implying compliance due by fourth annual meeting following initial election) .
Insider Trades
| Query Period | Person Filter | Results |
|---|---|---|
| 2024-01-01 to 2025-11-20 | “Penkar” | No Form 4 transactions found (insider-trades tool query) |
Insider-trades skill query: python /public/skills/insider-trades/scripts/fetch_insider_trades.py --ticker SVC --from 2024-01-01 --to 2025-11-20 --person "Penkar" returned “No insider trades found.”
Governance Assessment
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Strengths:
- Independent Trustee with relevant operational expertise in supply chains, which is directly applicable to hotel/net lease operational oversight .
- Active committee service on Audit and Compensation; Board maintains strong governance practices (annual elections, proxy access, ESG policies, executive sessions) .
- Attendance at or above minimum thresholds; committees met regularly (Audit 8; Compensation 4) indicating active oversight cadence .
- Use of independent compensation consultant (Ferguson Partners) to inform equity plan design/sizing .
-
Alignment:
- Director pay mix balanced between cash ($85k) and equity ($89,997; 18,255 shares), supporting shareholder alignment; equity grants fully vested at grant date .
- Ownership guideline of 35,000 shares; Penkar currently below target but Board indicates Trustees are expected to meet within timelines .
-
Potential Conflicts and Risk Indicators:
- Related party exposure: Extensive relationships with RMR and Sonesta (SVC owns 34% of Sonesta; Sonesta is controlled by Managing Trustee Adam Portnoy). Significant fees/returns, capex, and working capital flows with Sonesta create structural conflict risk; however, SVC has formal related-person transaction approval processes requiring disinterested Trustee/Independent Trustee votes .
- Compensation Committee oversight of RMR agreements and share awards, with Penkar as a member, places heightened responsibility to mitigate conflicts inherent in external management structure .
- Hedging is prohibited under Insider Trading Policy; no pledging disclosed for Penkar in beneficial ownership table .
-
RED FLAGS:
- Structural related-party complexity (RMR/Sonesta ecosystem controlled-in-part by Managing Trustee) requires vigilant independent oversight; ongoing transactions of material size with Sonesta could challenge perceived independence, though Board outlines approval protocols .
- Ownership guideline shortfall at present (25,255 vs 35,000), albeit within allowed compliance timeline; monitor progression to guideline .
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Overall Implications:
- Penkar’s logistics/supply chain expertise is additive to oversight of hotel capex/operations and net lease tenant performance. Governance risk primarily stems from SVC’s external management and related-party hotel management, not from Penkar’s individual profile; his committee roles and independence status partially mitigate this risk through structured processes .
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