Not independent
Tenure on this board
0.4 yrs
6 nominees · 3 ballot items.
Elect six directors; advisory (nonbinding) vote to approve executive compensation (Say-on-Pay); ratify Deloitte & Touche LLP as independent auditors for fiscal 2026.
Elect six director nominees (two Managing Directors: Matthew P. Jordan and Adam Portnoy; four Independent Directors: Ann Logan, Rosen Plevneliev, Jonathan Veitch and Walter C. Watkins, Jr.) to serve until the 2027 annual meeting.
Non-binding advisory (Say-on-Pay) vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
This management proposal seeks shareholder approval, on a nonbinding advisory basis, of the Company’s executive compensation practices as disclosed in the Compensation Discussion and Analysis and executive compensation disclosures. Management is asking for shareholder endorsement of pay levels, structure (mix of base salary, discretionary bonuses, equity awards and the RMR Residential Promote Program) and governance around executive pay. The board recommends a vote FOR, arguing the program aligns pay with performance, emphasizes at-risk compensation, uses multi-year vesting and includes market-informed judgments. Context includes significant equity awards and discretionary bonuses tied to holistic performance, RMR’s role as manager to multiple public clients, and recent initiatives like the RMR Residential Promote Program that could change incentive structures. The advisory vote is nonbinding but the Compensation Committee will consider shareholder feedback in future decisions; significant prior support (approximately 99% in 2025) suggests limited controversy but investors should evaluate the mix of cash vs. equity, related-party client awards, and the potential for conflicts given the company’s multi-client management model.
Ratify Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 3.6% | 1,147,902 | $18M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.7% | 862,363 | $13M |
| 3 | Flat Footed LLC | 2.5% | 802,739 | $12M |
| 4 | MORGAN STANLEY | 2.2% | 704,694 | $11M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 672,078 | $10M |
| 6 | BlackRock, Inc. | 1.8% | 569,352 | $9M |
| 7 | BlackRock, Inc. | 1.6% | 519,313 | $8M |
| 8 | FEDERATED HERMES, INC. | 1.6% | 497,617 | $8M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.5% | 481,098 | $7M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.4% | 460,154 | $7M |
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