Robert E. Cramer
About Robert E. Cramer
Robert E. Cramer, age 67, is an Independent Trustee of Service Properties Trust (SVC) since 2020. He chairs the Nominating and Governance Committee and serves on the Audit Committee; the Board affirms he meets Nasdaq and SEC independence standards and SVC’s governing documents . He is Managing Partner of Riparian Partners (M&A advisory) and an adjunct professor of finance at Boston College, with prior senior investment banking roles at Oppenheimer and RBC Capital Markets, bringing deep financial literacy and REIT/real estate expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer & Co. Inc. | Managing Director; Head, Financial Institutions & Real Estate Group | 2013–2018 | Led FIG/Real Estate coverage; capital markets and advisory execution |
| RBC Capital Markets, LLC | Managing Director, Financial Services Group | 2001–2013 | Senior coverage/execution across financials; private equity/investment banking experience |
| Various (prior) | Positions in financial services | Pre-2001 | Finance leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Riparian Partners, LLC | Managing Partner | Since 2019 | Middle-market M&A advisory |
| Boston College (Carroll School) | Adjunct Professor of Finance | Ongoing | Academic engagement in finance |
| Public company boards (non-RMR managed) | Director | None | No other public boards → low interlock risk |
| RMR-managed public clients | Trustee | None | No RMR client directorships |
Board Governance
- Independence: Board determined Cramer is independent under Nasdaq/SEC and SVC documents .
- Committees:
- Nominating and Governance Committee: Chair; responsibilities include trustee selection, independence assessments, governance principles, succession planning .
- Audit Committee: Member; oversees financial reporting, internal audit, risk (incl. cybersecurity/AI) .
- Attendance and engagement:
- Board meetings held in 2024: 6; each Trustee attended ≥75% of Board and applicable committee meetings; all attended 2024 annual meeting .
- Executive sessions of Independent Trustees: at least twice per year; presided by Lead Independent Trustee (currently Donna D. Fraiche) .
- Board refreshment and structure: Annual elections; majority independent; Korn Ferry engaged for Board recruitment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $85,000 (FY2024) | Standard Independent Trustee fee |
| Committee chair fee | $15,000 (Nominating & Governance) | Chair premium |
| Total cash paid (FY2024) | $100,000 | Sum of retainer + chair fee |
| Meeting fees | None disclosed | No per-meeting fees noted |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date FV ($) | Vesting Terms |
|---|---|---|---|---|
| Annual Trustee stock award | 6/14/2024 | 18,255 | 89,997 | Trustee grants fully vested at award date |
| Design features | N/A | N/A | N/A | Trustee equity grants are not tied to performance metrics; service-based annual awards |
No director performance metrics (e.g., TSR hurdles) are disclosed for Trustee equity; awards are annual Common Share grants, fully vested for Trustees at grant .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None (non-RMR managed) |
| RMR client boards | None |
| Potential interlocks | None disclosed for Cramer; several SVC Trustees serve on other RMR clients, but not Cramer |
Expertise & Qualifications
- Financial literacy; investment expertise; REIT/real estate knowledge .
- Risk oversight/management experience; M&A advisory leadership .
- Academic finance perspective (adjunct professor), enhancing Board analytical rigor .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert E. Cramer | 47,255 | <1% | Common Shares beneficially owned; voting/investment power by named person |
- Ownership guidelines: Each Trustee expected to retain ≥35,000 Common Shares within defined timeframe; as of Mar 18, 2025, all Trustees have met or are expected to meet guidelines . Cramer’s 47,255 shares indicate compliance .
- Hedging prohibition: Trustees/officers prohibited from hedging SVC securities under Insider Trading Policy .
- Pledging: No pledging by Cramer disclosed; not referenced in Proxy .
- Trustee grant vesting: Annual Trustee share grants are fully vested on award date (distinct from officer awards) .
Governance Assessment
- Strengths:
- Independence and chair role: Cramer is independent and chairs Nominating & Governance, directly influencing Board composition, independence reviews, and succession planning—key for Board effectiveness .
- Financial and REIT expertise: Senior investment banking background strengthens oversight of capital allocation, transactions, and risk .
- Attendance and engagement: Met ≥75% attendance threshold; Board holds independent executive sessions at least twice annually, supporting candid oversight .
- Ownership alignment: Holds 47,255 shares, exceeding the 35,000-share guideline; Trustee equity awards aim to align interests with shareholders .
- Potential red flags / conflict context:
- SVC’s extensive related-party transactions with RMR and Sonesta (management fees, capital contributions, procurement/construction fees) create structural conflict risk typical of RMR-managed REITs; however, SVC states these transactions are reviewed and approved/ratified by disinterested Trustees per Governance Guidelines and Maryland law .
- Incentive alignment: Trustee equity grants are fully vested at grant, not performance-conditioned; while common in REITs, this reduces formal pay-for-performance linkage for directors .
Overall, Cramer’s independence, Board committee leadership, and capital markets background are positives for governance quality and investor confidence; conflict risks are structural to SVC’s RMR-managed model, mitigated by disclosed policies and disinterested Trustee approvals .