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Company Executives

Management Team

From Forms 3, 4 and 5 filed in the last 18 months
Officer Age In this role Joined 2024 pay Source
Brian E. Donley
CFO and Treasurer
Title from the Form 4 dated Sep 16, 2025
Not stated Not stated Not stated $70,427
Yael Duffy
President and COO
Title from the Form 4 dated Sep 16, 2025
Not stated Not stated Not stated $70,454

Each officer opens the passage of the filing that names them. A title that changed since the list comes from the officer's latest Form 3, 4 or 5, and its start year is not stated there. "Not stated" means the filing does not say. Pay is the proxy's Summary Compensation Table, which reports only the named executive officers.

Directors
9
serving now
Independent
1 of 1
stated in the proxy; 8 not stated
Average tenure
5.0 years
from year joined
CEO also chairs the board
Not stated
no chair stated
Director Age On board Independent Committees Other public boards 2024 pay Source
Jennifer B. Clark
63 2021
4 years
Not stated None stated The RMR Group Inc. $24,998
Donna D. Fraiche
73 2019
6 years
Independent
Audit Compensation · Chair
None stated $124,998
Barbara D. Gilmore
Not stated Not stated Not stated
Audit Compensation
None stated $109,998
John L. Harrington
Not stated Not stated Not stated None stated None stated $109,998
William A. Lamkin
Not stated Not stated Not stated
Audit · Chair
None stated $129,998
Elena B. Poptodorova
Not stated Not stated Not stated
Audit Compensation Nominating and Governance
None stated $127,498
Jeffrey P. Somers
Not stated Not stated Not stated
Audit Nominating and Governance · Chair
None stated $124,998
Mark A. Talley
Not stated Not stated Not stated
Audit Compensation
None stated $109,998
Adam Portnoy
Not stated Not stated Not stated None stated None stated $24,998

Each director opens the passage of the proxy that names them. "Not stated" means the proxy does not say; it never means "no". Pay is the proxy's Director Compensation table; the CEO is paid as an executive.

16 disclosed in the proxy filed Apr 3, 2025
RMR
provides management services to us
Amount not stated

Business management agreement with RMR relating to our business generally

With RMR Open in proxy
RMR
provides management services to us
Amount not stated

Property management agreement with RMR relating to our property level operations

With RMR Open in proxy
RMR
provides management services to us
Approximately $13.1 million
2024

Net business management fees recognized under business management agreement with RMR

With RMR Open in proxy
RMR
provides management services to us
Approximately $16.5 million
2024

Net property management and construction supervision fees recognized under property management agreement with RMR

With RMR Open in proxy
RMR
provides management services to us
Approximately $25.8 million
2024

Reimbursement to RMR of expenses and costs incurred on our behalf

With RMR Open in proxy
RMR
manager of our business under management agreements
Amount not stated
January 2025

Consent to pledge and assignment of RMR interest in our management agreements under RMR credit and security agreement

With Citibank, N.A. Open in proxy
RMR
provides management services to our unconsolidated joint venture
Amount not stated

RMR provides management services to our unconsolidated joint venture; joint venture pays management fees directly to RMR

With our unconsolidated joint venture Open in proxy
officers and other employees of RMR
officers and employees of RMR
Approximately $1.2 million for each year, in aggregate
2024

Annual share awards of 544,555 Common Shares to officers and other employees of RMR

certain of our Trustees and officers and other employees of RMR
Trustees, officers and employees of RMR who had Common Shares withheld for tax obligations
Amount not stated
2024

Purchase by us of 85,338 Common Shares to satisfy tax withholding and payment obligations on vesting of awards

former employees of RMR
former employees of RMR
Approximately $0.01 million and $0.3 million
2024 and 2023

Arrangements with former RMR employees accelerating vesting of Common Share awards

our executive officers
officers of ours who received share awards in their capacities as officers or employees of RMR
Amount not stated
2024 and 2023

Share awards of RMR Inc. and other RMR Clients received by our executive officers

With RMR Inc. Open in proxy
RMR
manager of ours; lessee of office space
Approximately $0.8 million
2024

Lease of office space to RMR for RMR property management offices; rental income recognized

With RMR Open in proxy
Sonesta International Hotels Corporation (Sonesta)
entity in which Mr. Portnoy is a director and controlling shareholder
Amount not stated
Prior to January 1, 2025

Lease of 240,000 rentable square feet of a mixed-use property in Washington, D.C., terminated effective January 1, 2025

With subsidiary of Sonesta Open in proxy
RMR Inc. and certain other RMR Clients
participants with us in a combined directors and officers liability insurance policy
$0.1 million
policy years ending September 30, 2023, 2024 and 2025

Premium paid by us for combined directors and officers liability insurance coverage

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