DEF 14A of RMR Group Inc., Jan 17, 2024

DEF 14A of RMR Group Inc.

Filed Jan 17, 2024 · FY20230001104659-24-004461

Open on EDGAR

  1. Director Nominees to be Elected at Our 2024 Annual Meeting

    Director Nominees to be Elected at Our 2024 Annual Meeting

  2. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Jennifer B. Clark, 62, Managing Director | | | DIRECTOR SINCE 2018 BOARD COMMITTEES None | PROFESSIONAL EXPERIENCE: • Executive Vice President, General Counsel and Secretary of the Company since 2015. • Executive Vice President and General Counsel of RMR LLC since 2008 and its Secretary since 2015 and prior to that, its Senior Vice President since 2006 and Vice President since 1999. • Secretary of Diversified Healthcare Trust, Industrial Logistics Properties Trust, Service Properties Trust, Office Properties Income Trust, Seven Hills Realty Trust and AlerisLife Inc. • Managing director of AlerisLife Inc. from 2020 to March 2023 when it was acquired by ABP Trust. • Officer of ABP Trust. • Director and secretary of Sonesta International Hotels Corporation and its parent. • Director, executive vice president, general counsel and secretary of Tremont Realty Capital LLC. • Trustee of Diversified Healthcare Trust from 2018 to June 2021. • Trustee of Seven Hills Realty Trust from 2019 to January 2021 and chief legal officer of Seven Hills Realty Trust from 2002 to January 2021. • Until RMR Advisors LLC merged with Tremont Realty Capital LLC in January 2021, director of RMR Advisors LLC from 2016, its president and chief executive officer from 2019 and prior to that its executive vice president and general counsel from October 2017 through December 2018, its vice president and chief legal officer from 2007 through September 2017, and its secretary since 2004. • Partner at the law firm of Sullivan & Worcester prior to joining RMR LLC. OTHER RMR PUBLIC CLIENT BOARDS(1): • Office Properties Income Trust (since 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Ms. Clark brings to our Board extensive professional skills and experience in legal, corporate governance and real estate matters. Ms. Clark possesses extensive experience in, and knowledge of, the commercial real estate industry and REITs, and institutional knowledge earned through prior service as an officer of our Company and leadership positions with RMR LLC. Ms. Clark identifies as Caucasian and as female. Ms. Clark qualifies as a Managing Director in accordance with the requirements of our Bylaws. | |

  3. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Public Company Board | | REIT/Real Estate | Investment Expertise | ESG | Public Company Executive | | Legal/Regulatory | | | |

  4. Director Nominees to be Elected at Our 2024 Annual Meeting

    RMR LLC or its subsidiaries currently provide management services to the following five public companies that do not have any employees of their own: Diversified Healthcare Trust (Nasdaq: DHC), Industrial Logistics Properties Trust (Nasdaq: ILPT), Office Properties Income Trust (Nasdaq: OPI), Service Properties Trust (Nasdaq: SVC) and Seven Hills Realty Trust (Nasdaq: SEVN). For these companies with no employees, RMR LLC or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies.

  5. Director Nominees to be Elected at Our 2024 Annual Meeting

    | 14 THE RMR GROUP INC. | | 2024 Proxy Statement |

  6. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Ann Logan, 69, Independent Director | | | DIRECTOR SINCE 2015 BOARD COMMITTEES Audit (Chair) Compensation Nominating and Governance | PROFESSIONAL EXPERIENCE: • Various executive roles at Fannie Mae, a U.S. Government sponsored enterprise with various classes of publicly owned securities, including as executive vice president of the single family mortgage business from 1998 to 2000 and as executive vice president and chief credit officer from 1993 to 1998. • Former board member of The Washington School for Girls and Georgetown Preparatory School and chair of the board of trustees of Bryn Mawr College. • Director of PHH Corporation, a New York Stock Exchange listed company providing real estate mortgage and automotive fleet services from 2005 to 2010, where she was chair of the risk management committee and served on the audit and compensation committees. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Ms. Logan brings to our Board valuable perspective on the broader real estate industry and significant experience in the real estate mortgage and credit industries. Ms. Logan possesses professional skills, training and expertise in finance and risk management matters, as well as demonstrated management ability gained in part from service on boards and board committees and experience as a senior executive of a public company. Ms. Logan identifies as Caucasian and as female. Ms. Logan qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  7. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Expertise | REIT/Real Estate | | Investment Expertise | ESG | Public Company Executive | |

  8. Director Nominees to be Elected at Our 2024 Annual Meeting

    | THE RMR GROUP INC. | | 2024 Proxy Statement 15 |

  9. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Rosen Plevneliev, 59, Independent Director | | | DIRECTOR SINCE 2017 LEAD INDEPENDENT DIRECTOR SINCE 2022 BOARD COMMITTEES Audit Compensation Nominating and Governance | PROFESSIONAL EXPERIENCE: • President of Bulgaria from January 22, 2012 to January 22, 2017. • Bulgaria’s Minister of Regional Development and Public Works from 2009 to 2011, overseeing the country’s infrastructure, communications and development projects. • Former partner and chief executive officer of IRIS International Ltd, a construction management firm that he founded in 1990, and managed several prominent projects in Germany and Bulgaria, including the Reichstag, Munich Airport and the Sofia Business Park, the first business park in Bulgaria and the largest office park in southeastern Europe. • Former member of the board of directors of the American Chamber of Commerce in Bulgaria, the board of the Confederation of Employers and Industrialists in Bulgaria and the board of the “For Our Children” Foundation. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Plevneliev brings to our Board executive experience and demonstrated leadership ability as a former head of state. Additionally, Mr. Plevneliev leverages his experience heading large scale real estate construction and development projects in both the public and private sectors, as well as his experience as a senior executive of a construction management company in fulfilling his duties on our Board. Mr. Plevneliev identifies as Caucasian and as male. Mr. Plevneliev qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  10. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | ESG | | Real Estate Construction Management | Diplomacy and Leadership | | |

  11. Director Nominees to be Elected at Our 2024 Annual Meeting

    | 16 THE RMR GROUP INC. | | 2024 Proxy Statement |

  12. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Adam D. Portnoy, 53, Managing Director | | | DIRECTOR SINCE 2015 CHAIR OF OUR BOARD SINCE 2022 BOARD COMMITTEES None | PROFESSIONAL EXPERIENCE: • President and Chief Executive Officer of the Company, since shortly after our formation in 2015. • President and Chief Executive Officer of RMR LLC since 2005, and Director from 2006 to June 5, 2015 when RMR LLC became a majority owned subsidiary of our Company and we became RMR LLC’s managing member. • Managing director of TravelCenters of America Inc. from 2018 until it was acquired by BP Products North America Inc. in May 2023, and chair of its board from 2019 to May 2023. • Managing director of AlerisLife Inc. from 2018 until it was acquired by ABP Trust in March 2023 and its sole director since that acquisition, and chair of its board from 2019 to March 2023. • Chair of the boards of Diversified Healthcare Trust, Industrial Logistics Properties Trust, Office Properties Income Trust, Seven Hills Realty Trust and Service Properties Trust. • Director of RMR Advisors LLC from 2007 to January 2021 when it merged with Tremont Realty Capital LLC, its president from 2007 to September 2017, and its chief executive officer from 2015 until September 2017. • Director of Tremont Realty Capital LLC since March 2016 and served as its president and chief executive officer from March 2016 to December 2017. • Sole trustee, controlling shareholder and an officer of ABP Trust, our controlling shareholder. • Director and controlling shareholder of Sonesta International Hotels Corporation and its parent. • President and chief executive officer of RMR Real Estate Income Fund (now known as Seven Hills Realty Trust) from 2007 to 2015. • President of Office Properties Income Trust from 2009 to 2011. • Managing trustee of Select Income REIT from 2011 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018. • Managing trustee of Tremont Mortgage Trust from 2017 until it merged with Seven Hills Realty Trust in September 2021. • Served in various positions in the finance industry and public sector, including working as an investment banker at Donaldson, Lufkin & Jenrette and working in private equity at DLJ Merchant Banking Partners and at the International Finance Corporation (a member of The World Bank Group). • Founded and served as chief executive officer of a privately financed telecommunications company. • Honorary Consul General of the Republic of Bulgaria to Massachusetts. • Chair of the board of directors of the Pioneer Institute. • Executive committee member of the board of directors of the Greater Boston Chamber of Commerce. • Member of AJC New England’s Leadership Board. • Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College. OTHER RMR PUBLIC CLIENT BOARDS(1): • Diversified Healthcare Trust (since 2007) • Service Properties Trust (since 2007) • Office Properties Income Trust (since 2009) • Seven Hills Realty Trust, including its predecessor companies (since 2009) • Industrial Logistics Properties Trust (since 2017) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management and commercial real estate industries and REITs, gained in part through his key leadership position with us, his public company director service and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on the boards of trustees and directors of our clients and deep knowledge of our clients’ businesses. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Director in accordance with the requirements of our Bylaws. | |

  13. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Public Company Board | | REIT/Real Estate | Investment Expertise | ESG | Public Company Executive | | Government/Public Policy | | | |

  14. Director Nominees to be Elected at Our 2024 Annual Meeting

    | THE RMR GROUP INC. | | 2024 Proxy Statement 17 |

  15. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Jonathan Veitch, 64, Independent Director | | | DIRECTOR SINCE 2020 BOARD COMMITTEES Audit Compensation Nominating and Governance (Chair) | PROFESSIONAL EXPERIENCE: • Former president of Occidental College, a nationally-recognized private liberal arts college, from 2009 to June 2020 and a member of its board of trustees since 2009. • Various leadership and management positions with The New School from 1996 to 2009. • Recipient of numerous grants and awards in academia and author of numerous publications and articles. • As a distinguished chair in the History Department and President Emeritus of Occidental College, he is currently working on a book on the value and purposes of liberal arts education. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Veitch brings to our Board extensive professional skills and experience in governance matters. Additionally, Mr. Veitch provides our Board with significant management experience and demonstrated leadership ability. Mr. Veitch holds a doctorate in American History from Harvard University. Mr. Veitch identifies as Caucasian and as male. Mr. Veitch qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  16. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Public Company Board | Financial Literacy | Private College Executive | Human Capital Management | | Risk Oversight/Management | ESG | | |

  17. Director Nominees to be Elected at Our 2024 Annual Meeting

    | 18 THE RMR GROUP INC. | | 2024 Proxy Statement |

  18. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Walter C. Watkins, Jr., 77, Independent Director | | | DIRECTOR SINCE 2015 BOARD COMMITTEES Audit Compensation (Chair) Nominating and Governance | PROFESSIONAL EXPERIENCE: • Principal of WCW Enterprises, LLC, which he founded in 2000 to provide business consulting services and manage certain private investments. • Various executive capacities at Bank One Corporation (the successor to First Chicago NBD, NBD Bancorp and National Bank of Detroit) from 1968 to 2000, including serving as executive vice president and president of Bank One, Michigan. • Chief development officer for the City of Detroit from 2002 to 2006 and the interim chief executive officer of Detroit Regional Convention Facility Authority from 2009 to 2010. • Director of the Omega Historic Preservation Foundation. • Past board affiliations include Health Alliance Plan, Detroit Economic Growth Corporation, Detroit Medical Center, Detroit Regional Chamber of Commerce, United Way of Southeast Michigan and Fisk University. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Watkins brings to our Board demonstrated business leadership as a successful entrepreneur. Additionally, Mr. Watkins possesses a financial background, gained in part through experience as a senior executive officer of a large banking business. Mr. Watkins has also worked on community boards and committees. Mr. Watkins identifies as African American and as male. Mr. Watkins qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  19. Director Nominees to be Elected at Our 2024 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Investment Expertise | | ESG | Legal/Regulatory | Commercial Banking | Economic Development |

  20. Director Nominees to be Elected at Our 2024 Annual Meeting

    | THE RMR GROUP INC. | | 2024 Proxy Statement 19 |

  21. Compensation of Directors

    Compensation of Directors Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Directors. Under the currently effective Director compensation arrangements, each Independent Director received an annual fee of $95,000 for services as a Director. The annual fee for any new Independent Director is prorated for the initial year. Each Independent Director and Managing Director also received an award of 3,000 Class A Common Shares in fiscal year 2023 for serving as a Director. Each Independent Director who served as a committee chair of our Audit, Compensation or Nominating and Governance Committees received an additional annual fee of $20,000, $15,000 and $15,000, respectively, and our Lead Independent Director also received an additional annual fee of $17,500 for serving in this role. Directors were reimbursed for travel expenses they incurred in connection with their responsibilities as Directors and for out of pocket costs they incurred in connection with their attending certain continuing education programs, if any.

  22. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following table details the total compensation of our Directors for the fiscal year ended September 30, 2023 for services as a Director.

  23. Fiscal Year 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jennifer B. Clark(3) | — | 77,400 | — | 77,400 | | Ann Logan | 115,000 | 77,400 | — | 192,400 | | Rosen Plevneliev | 112,500 | 77,400 | — | 189,900 | | Adam D. Portnoy(3) | — | 77,400 | — | 77,400 | | Jonathan Veitch | 110,000 | 77,400 | — | 187,400 | | Walter C. Watkins, Jr. | 110,000 | 77,400 | — | 187,400 |

  24. Fiscal Year 2023 Director Compensation

    (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Director in fiscal year 2023, consisting of an $95,000 annual cash fee and, for each of Ms. Logan and Messrs. Veitch and Watkins, an additional $20,000, $15,000 and $15,000, respectively, for service as a committee chair, and for Mr. Plevneliev, an additional $17,500 for service as Lead Independent Director. (2) Equals 3,000 Class A Common Shares multiplied by the closing price of such shares on the award date, March 29, 2023. Amounts shown are also the compensation cost for the award recognized by us for financial reporting purposes pursuant to Financial Accounting Standards Board Accounting Standards CodificationTM Topic 718, “Compensation-Stock Compensation” (“ASC 718”) (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. All awards are fully vested on the award date. Managing Directors do not receive cash compensation for their services as Directors. The compensation of Mr. Portnoy and Ms. Clark for their services as our executive officers is not included here and is described below under “Executive Compensation.”

  25. Fiscal Year 2023 Director Compensation

    | THE RMR GROUP INC. | | 2024 Proxy Statement 23 |

  26. Fiscal Year 2023 Director Compensation

    OWNERSHIP OF OUR EQUITY SECURITIES

  27. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding the beneficial ownership of then outstanding Common Shares by each person we know to be the beneficial owner of more than 5% of the respective classes of Common Shares, each Director and Director nominee, each of our named executive officers, and our Directors and executive officers as a group, all as of January 11, 2024. Unless otherwise noted, to our knowledge, voting power and investment power in Class A Common Shares are exercisable solely by the named person, all percentages of ownership for Class A Common Shares are based on 15,709,721 Class A Common Shares outstanding as of January 11, 2024, and the principal business address of the named beneficial owner is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

  28. Directors and Executive Officers

    | Name of Beneficial Owner | Class A Common Shares* | | Class B-1 Common Shares | | Class B-2 Common Shares | | Combined Voting Power | | | Number | % | Number | % | Number | % | | | ABP Trust | 1,090,564(1) | 6.5% | 1,000,000 | 100.0% | 15,000,000 | 100.0% | 91.1% | | Directors, Director Nominees and Executive Officers: | | | | | | | | | Adam D. Portnoy | 1,200,502(1)(2) | 7.2% | 1,000,000(2) | 100.0% | 15,000,000(2) | 100.0% | 91.2% | | Jennifer B. Clark | 46,017 | **% | — | — | — | — | **% | | Matthew P. Jordan | 39,201 | **% | — | — | — | — | **% | | John G. Murray | 28,851 | **% | — | — | — | — | **% | | Ann Logan | 23,578 | **% | — | — | — | — | **% | | Walter C. Watkins, Jr. | 21,000 | **% | — | — | — | — | **% | | Jennifer F. Francis(3) | 19,414 | **% | — | — | — | — | **% | | Rosen Plevneliev | 16,575 | **% | — | — | — | — | **% | | Jonathan M. Pertchik(4) | 14,763 | **% | — | — | — | — | **% | | Jonathan Veitch | 12,000 | **% | — | — | — | — | **% | | Christopher J. Bilotto | 7,370 | **% | | | | | | | All executive officers and directors as a group (9 persons) | 1,395,094(1) | 8.3% | 1,000,000 | 100.0% | 15,000,000 | 100.0% | 91.3% |

  29. Directors and Executive Officers

    * Amounts exclude fractional shares. ** Indicates less than 1.0%. (1) Beneficial ownership of Class A Common Shares by ABP Trust and Adam D. Portnoy in the table above reflects the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares owned by ABP Trust and beneficially owned by Adam D. Portnoy. These numbers exclude 15,000,000 Class A Common Shares issuable upon redemption of the class A membership units of RMR LLC (which are paired with 15,000,000 Class B-2 Common Shares) owned by a subsidiary of ABP Trust and beneficially owned by ABP Trust and Adam D. Portnoy. At our option, we may elect to pay cash in lieu of Class A Common Shares for some or all of such redeemed class A membership units. For purposes of calculating the percentages of ownership of ABP Trust and Adam D. Portnoy, the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares are deemed outstanding. (2) This number represents (or in the case of Class A Common Shares, includes) shares owned by ABP Trust. Voting and investment power with respect to the shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as the president and chief executive officer, a beneficial owner and the sole trustee of ABP Trust. (3) Ms. Francis resigned as our Executive Vice President, effective December 31, 2023. Mr. Pertchik resigned as our Executive Vice President, effective May 14, 2023.

  30. Directors and Executive Officers

    | 24 THE RMR GROUP INC. | | 2024 Proxy Statement |

  31. Summary of Fiscal 2023 Named Executive Officer Compensation

    We did not provide guaranteed cash bonuses to our named executive officers during fiscal 2023 and did not set specific performance targets on which bonuses would be payable to them. Instead, the annual cash bonuses we paid to our named executive officers in fiscal 2023 were based on a performance evaluation conducted by our Managing Director, President and Chief Executive Officer regarding the other executive officers’ performances. These evaluations were presented to our Compensation Committee, and our Compensation Committee also evaluated our Managing Director, President and Chief Executive Officer’s performance. The impact of market and industry conditions, including inflation, rising interest rates and supply chain disruptions, on our and our clients’ businesses were considered in determining increases in base salary and cash bonuses. As part of these considerations, we awarded 12,000 Class A Common Shares with a grant date fair value of $297,480 to Mr. Portnoy, and 6,000 Class A Common Shares to each of Messrs. Jordan and Murray and Mses. Clark and Francis with a grant date fair value of $148,740. One fifth of the shares awarded vest on the award date and an additional one fifth vest on each of the next four anniversaries of the award date, subject to the named executive officer continuing to render significant services to us or to one of our clients and to accelerated vesting under certain circumstances. Our named executive officers also received equity awards from our clients, and Mr. Murray, Sonesta’s director, president and chief executive officer also received cash compensation from Sonesta, and Mr. Pertchik, TA’s former managing director and chief executive officer, also received cash compensation from TA. These equity awards and cash compensation are determined by the compensation committees of the applicable client other than Sonesta, which are comprised solely of independent board members, and Mr. Murray’s cash compensation from Sonesta is determined by the Sonesta board of directors.

  32. Overview of Fiscal 2023 Compensation Actions

    Overview of Fiscal 2023 Compensation Actions Our Compensation Committee evaluated and administered our executive compensation program. This evaluation typically includes an assessment of our and our clients’ performance, the effectiveness of existing programs in achieving the goals of the program, developments in our business situation and goals, executive compensation best practices, tax and accounting considerations, investor feedback and such other factors as our Compensation Committee determines appropriate to consider from time to time. As part of this evaluation, our Compensation Committee received input from our President and Chief Executive Officer (with respect to executives other than himself). These evaluations also typically include an assessment of the risk associated with the program and each element thereof and also take into account developments in the overall market for executive talent. Our Compensation Committee does not engage in any formal compensation benchmarking, but does take note of compensation practices and trends from an identified peer group of companies in making its decisions. For fiscal 2023, the peer group of companies which informed Compensation Committee decisions consisted of the following: Apollo Global Management, Inc., Ares Management Corporation, Blackstone Inc., The Carlyle Group Inc. and KKR & Co. Inc. Our Compensation Committee also does not have rules or policies with respect to allocation of compensation to short or long term vehicles or as between cash or non-cash elements of compensation; such determinations are made by our Compensation Committee on a discretionary basis under the facts and circumstances applicable from time to time. In September 2023, our Compensation Committee Chair met with Adam D. Portnoy and the compensation committee chairs of our public clients, which included: DHC; Industrial Logistics Properties Trust (“ILPT”); OPI; Service Properties Trust (“SVC”); and Seven Hills Realty Trust (“SEVN”). The purposes of this meeting were, among other things, to discuss compensation philosophy and factors that may affect compensation decisions, to discuss the base salaries of our executive officers for fiscal 2024, to consider the allocation of internal audit and related services costs among us and our clients, to provide a comparative understanding of potential share awards by us and our clients and to hear and consider our recommendations and those from our clients concerning potential share awards and the vesting of those shares, which were in part based on the results of our review of current market practices with respect to executive compensation, and specifically of our and our clients’ peer groups, and shareholder feedback received during shareholder outreach with respect to the percentage of executive officer compensation received in share awards. The share awards made by our clients are considered to be appropriate comparisons because of the similarities

  33. Analysis of Fiscal 2023 Cash Compensation

    Analysis of Fiscal 2023 Cash Compensation As discussed above, our compensation program is designed so that the majority of compensation is performance based to promote alignment of our named executive officers’ interests with those of our shareholders. Our Compensation Committee determines the cash compensation of our executive officers who do not also receive cash compensation from our clients. Mr. Murray’s cash compensation is determined by the Sonesta board of directors and Mr. Pertchik’s cash compensation was determined by the TA compensation committee, and we paid cash compensation to them based on a percentage of those amounts. We also paid Mr. Pertchik cash compensation pursuant to the Pertchik Separation Agreement. Base Salary. The base salary payments for our named executive officers (which represents the fixed portion of their compensation packages) are reviewed annually and may be adjusted as we deem appropriate. We have historically set annual caps on annual base salary for our executive officers who do not also receive cash compensation from our clients, with a cap for fiscal year 2023 of $375,000. We historically adjust salary payments on October 1, the first day of our fiscal year. Each of our named executive officers received an annual base salary of $375,000. Sonesta paid 80% of Mr. Murray’s base salary and RMR paid 20% of Mr. Murray’s base salary, and, prior to May 15, 2023, TA paid 80% of Mr. Pertchik’s base salary and RMR paid 20%. These annual base salary levels are consistent with our pay for performance philosophy, which emphasizes “at risk” compensation as a larger proportion of named executive officer compensation. Annual Cash Bonuses. Annual cash bonuses are a key component of our named executive officer compensation and represented the majority of the cash compensation we paid to each of our named executive officers for our 2023 fiscal year. We did not provide guaranteed cash bonuses to any of our named executive officers for fiscal year 2023 and did not set specific performance targets on which bonuses would be payable. Instead, the annual cash bonuses we paid to our named executive officers with respect to fiscal year 2023 were discretionary in amount and were based on a performance evaluation conducted by our Compensation Committee. The evaluation by our Compensation Committee involved an analysis of both (i) our and our clients’ overall performance and (ii) the performance of the individual officer and his, her or their contributions to us and our clients. We believe this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including our named executive officers’ ability to react to changing circumstances that impact our businesses and that of our clients. On an aggregated basis, in fiscal 2023, our named executive officers received 12% of their total cash compensation in the form of base salary payments and the remaining 88% in the form of performance

  34. Analysis of Fiscal 2023 Equity Awards

    Analysis of Fiscal 2023 Equity Awards The RMR Group Inc.’s Amended and Restated 2016 Omnibus Equity Plan (the “Plan”) rewards our named executive officers and other employees and aligns their interests with those of our shareholders and the shareholders of our clients. We award shares under the Plan to recognize our named executive officers’ scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of our executives with those of our other shareholders and motivate our executives to remain our employees and to continue to provide services to us through the term of the awards. Our Compensation Committee considered these multiple factors in determining the amounts of the awards for fiscal 2023. Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, including the Plan. Our Compensation Committee has historically determined to use awards of Class A Common Shares under the Plan rather than seek to issue stock options as equity compensation. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions. Our Compensation Committee also considers the equity awards granted to our named executive officers by our public clients in determining the appropriate award of Class A Common Shares to our named executive officers. In fiscal 2023, our Compensation Committee considered the foregoing factors and the factors set forth above in “Overview of Fiscal 2023 Compensation Actions” and decided to award an aggregate of 36,000 Class A Common Shares to our named executive officers (other than to Mr. Pertchik who resigned as our Executive Vice President effective May 14, 2023) which is the same number of Class A Common Shares awarded to each of our named executive officers in fiscal 2022. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Class A Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by us and to continue to provide services to us. Our Compensation Committee currently uses a vesting schedule under which one fifth of the shares vest immediately and the remaining shares vest in four equal, consecutive annual installments commencing on the first anniversary of the date of the award. Our Compensation Committee utilizes a four year, time based vesting schedule as an incentive to provide services for a long term and in consideration of the tax treatment of the share awards to us and to the recipients. In the event a recipient who received a share award ceases to render significant services, whether as an employee or otherwise, to us or to one of our clients during the vesting period, we may cause the forfeiture of the Class A Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under the Plan are entitled to receive distributions that we make, if any, on the Common Shares. Because the consideration of share awards by our Compensation Committee is determined on a regular schedule (i.e., in September for our officers and employees and at the first meeting of our Board after the

  35. Analysis of Fiscal 2023 Equity Awards

    | 32 THE RMR GROUP INC. | | 2024 Proxy Statement |

  36. Analysis of Fiscal 2023 Equity Awards

    annual meeting of shareholders for the Directors), any proximity of any awards to earnings announcements or other market events is coincidental. Our Compensation Committee believes that its compensation philosophy and programs are designed to foster a business culture that aligns the interests of our named executive officers with those of our shareholders. Our Compensation Committee believes that the equity compensation of our named executive officers is appropriate to the goal of providing shareholders dependable, long term returns.

  37. Employment Agreements; Severance Arrangements

    Employment Agreements; Severance Arrangements We have no employment agreements with our named executive officers or any of our other employees. Pursuant to the Plan, awards of restricted shares of our Class A Common Shares to our named executive officers provide for accelerated vesting in the event of certain termination and change in control events (as defined in the Plan). Our Compensation Committee has determined that such provisions are consistent with market practice and appropriate to further its goals of recruitment and retention. In connection with the TA Merger we entered into the Pertchik Separation Agreement pursuant to which we paid Mr. Pertchik $211,000, and our Compensation Committee approved the acceleration of vesting of Mr. Pertchik’s unvested Class A Common Shares, effective as of his separation from RMR LLC.

  38. Summary Compensation Table

    Summary Compensation Table

  39. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Adam D. Portnoy Managing Director, President and Chief Executive Officer | 2023 | 375,000 | 3,200,000 | 590,910 | 46,760 | 4,212,670 | | | 2022 | 375,000 | 2,900,000 | 830,110 | 43,484 | 4,148,594 | | | 2021 | 350,000 | 2,700,000 | 1,052,505 | 171,576 | 4,274,081 | | Jennifer B. Clark Managing Director, Executive Vice President, General Counsel and Secretary | 2023 | 375,000 | 3,200,000 | 955,005 | 121,211 | 4,651,216 | | | 2022 | 375,000 | 2,900,000 | 1,284,725 | 104,103 | 4,663,828 | | | 2021 | 350,000 | 2,700,000 | 1,554,885 | 156,363 | 4,761,248 | | Matthew P. Jordan Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 375,000 | 2,800,000 | 970,115 | 118,412 | 4,263,527 | | | 2022 | 375,000 | 2,300,000 | 1,258,675 | 97,901 | 4,031,576 | | | 2021 | 350,000 | 1,800,000 | 1,186,840 | 150,569 | 3,487,409 | | Jennifer F. Francis(4) Former Executive Vice President | 2023 | 375,000 | 1,500,000 | 887,755 | 91,711 | 2,854,466 | | | 2022 | 375,000 | 1,350,000 | 1,042,840 | 62,346 | 2,830,186 | | | 2021 | 350,000 | 1,000,000 | 1,259,980 | 56,980 | 2,666,960 | | John G. Murray(5) Executive Vice President | 2023 | 75,000 | 450,000 | 946,275 | 138,216 | 1,609,491 | | | 2022 | 225,000 | 1,050,000 | 1,081,440 | 111,742 | 2,468,182 | | | 2021 | 350,000 | 2,100,000 | 1,543,130 | 160,397 | 4,153,527 | | Jonathan M. Pertchik(6) Former Executive Vice President | 2023 | 47,596 | 786,096 | 4,691,200 | 77,008 | 5,601,900 | | | 2022 | 75,000 | 525,000 | 5,705,500 | 55,456 | 6,360,956 | | | 2021 | 75,000 | 400,000 | 2,797,120 | 53,600 | 3,325,720 |

  40. Summary Compensation Table

    (1) The amounts listed in this column represent the annual cash bonuses we paid to each of the named executive officers and, with respect to Mr. Pertchik, also include an amount paid to him in accordance with the separation agreement between us and Mr. Pertchik, dated as of March 27, 2023, entered into in connection with the TA Merger (the “Pertchik Separation Agreement”). The bonuses are described in more detail above in “Analysis of 2023 Cash Compensation—Annual Cash Bonuses.” (2) The value included for awards made by us of the Class A Common Shares and awards made by our public clients to our named executive officers represents the grant date fair value of shares compiled in accordance with ASC 718. No assumptions were used in this calculation. Awards made by us were made pursuant to the Plan. Awards made by our public clients were made pursuant to the applicable client’s equity compensation plan. Class A Common Shares we awarded to Adam D. Portnoy and Jennifer B. Clark in their capacities as Managing Directors were fully vested at the time of award. For other awards, other than with respect to Mr. Pertchik’s awards of TA common shares in our fiscal 2022 and 2023, the share awards granted to each of our executive officers provide that one fifth of each share award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the initial award date, subject to the applicable named executive officer continuing to render significant services, whether as our employee or in certain other capacities, to us or our clients and to accelerated vesting under certain circumstances. Mr. Pertchik’s awards of TA common shares in our fiscal 2022 and 2023 provide that one tenth of the award vested on the date of the award and an additional one tenth vests on each of the next nine anniversaries of the award date, subject to conditions. Holders of shares awarded pursuant to these awards receive any distributions on common shares paid by us or the applicable client on the same terms as other holders of our or the client’s common shares, as applicable. The amounts presented in this column include shares of our clients awarded to our named executive officers for services as a managing trustee, managing director or named executive officer of a client. We maintain a savings plan for eligible employees under section 401(k) of the Internal Revenue Code, or 401(k) plan, in which our named executive officers participate, and provide annual discretionary matching contributions to plan participants. The amounts listed in this column include matching contributions we made to each named executive officer in respect of their participation in our 401(k) plan. The amounts listed in this column also include distributions received on unvested awards of our Class A Common Shares and on unvested awards of common shares of our applicable public clients.

  41. Summary Compensation Table

    | THE RMR GROUP INC. | | 2024 Proxy Statement 35 |

  42. Summary Compensation Table

    Ms. Francis resigned as our Executive Vice President, effective December 31, 2023. Ms. Francis will continue as an employee of RMR LLC until her retirement, effective July 1, 2024. (5) Mr. Murray has served as president and chief executive officer of Sonesta International Hotels Corporation since April 1, 2022. Since that time 80% of his annual cash compensation has been paid by Sonesta; we pay the remainder of such cash compensation and paid 100% of his cash compensation prior to that date. We paid 100% of a cash bonus that Mr. Murray received on April 1, 2022 with respect to his service to us prior to becoming the president and chief executive officer of Sonesta. This arrangement is described in more detail above in “Compensation Overview” and “Analysis of Fiscal 2023 Cash Compensation.” The cash compensation listed in this table are the amounts we paid to Mr. Murray, and do not include the cash compensation Sonesta paid to him. The amounts listed in this table also do not include matching contributions made by Sonesta to Mr. Murray with respect to his participation in Sonesta’s 401(k) plan. (6) Mr. Pertchik resigned as our Executive Vice President, effective May 14, 2023. Mr. Pertchik served as the president and chief executive officer of TA, which until the consummation of the TA Merger, effective May 15, 2023, was a public company to which we provided management services. Prior to May 15, 2023, 80% of Mr. Pertchik’s annual cash compensation was paid by TA; we paid the remainder of such cash compensation. This arrangement is described in more detail above in “Compensation Overview” and “Analysis of Fiscal 2023 Cash Compensation.” The cash compensation listed in this table are the amounts we paid to Mr. Pertchik and do not include the cash compensation TA paid to him. The amounts listed in this table also do not include matching contributions made by TA to Mr. Pertchik with respect to his participation in TA’s 401(k) plan. The following table shows the total shares awarded by us and our public clients to our named executive officers, including for services as a managing trustee, managing director or named executive officer of a client, in fiscal year 2023, including vested and unvested portions of each award.

  43. Summary Compensation Table

    | Name | Company | Grant Date | Number of Shares (#) | Grant Date Fair Value of Share Awards ($)(a) | | Adam D. Portnoy | RMR | 9/13/2023 | 12,000 | 297,480 | | | RMR | 3/29/2023 | 3,000 | 77,400 | | | DHC | 6/5/2023 | 20,000(b) | 34,800 | | | ILPT | 6/1/2023 | 20,000(b) | 35,600 | | | OPI | 6/13/2023 | 3,500(b) | 27,650 | | | SVC | 6/13/2023 | 7,000(b) | 62,720 | | | SEVN | 5/23/2023 | 6,000(b) | 55,260 | | | | | | 590,910 | | Jennifer B. Clark | RMR | 9/13/2023 | 6,000 | 148,740 | | | RMR | 3/29/2023 | 3,000 | 77,400 | | | DHC | 9/13/2023 | 40,000 | 93,200 | | | ILPT | 9/13/2023 | 15,000 | 54,450 | | | OPI | 9/13/2023 | 25,000 | 144,000 | | | OPI | 6/13/2023 | 3,500(b) | 27,650 | | | SVC | 9/13/2023 | 20,000 | 154,400 | | | ALR | 12/13/2022 | 50,000 | 37,000 | | | TA | 12/12/2022 | 3,500 | 163,415 | | | SEVN | 9/13/2023 | 5,000 | 54,750 | | | | | | 955,005 | | Matthew P. Jordan | RMR | 9/13/2023 | 6,000 | 148,740 | | | DHC | 9/13/2023 | 40,000 | 93,200 | | | ILPT | 9/13/2023 | 20,000 | 72,600 | | | ILPT | 6/1/2023 | 20,000(b) | 35,600 | | | OPI | 9/13/2023 | 20,000 | 115,200 | | | SVC | 9/13/2023 | 20,000 | 154,400 | | | ALR | 12/13/2022 | 30,000 | 22,200 | | | TA | 12/12/2022 | 3,500 | 163,415 | | | SEVN | 9/13/2023 | 10,000 | 109,500 | | | SEVN | 5/23/2023 | 6,000 | 55,260 | | | | | | 970,115 | | Jennifer F. Francis | RMR | 9/13/2023 | 6,000 | 148,740 | | | DHC | 9/13/2023 | 60,000(b) | 139,800 | | | DHC | 6/5/2023 | 20,000(b) | 34,800 | | | ILPT | 9/13/2023 | 15,000 | 54,450 | | | OPI | 9/13/2023 | 20,000 | 115,200 | | | SVC | 9/13/2023 | 20,000 | 154,400 | | | ALR | 12/13/2022 | 30,000 | 22,200 | | | TA | 12/12/2022 | 3,500 | 163,415 | | | SEVN | 9/13/2023 | 5,000 | 54,750 | | | | | | 887,755 |

  44. Summary Compensation Table

    | 36 THE RMR GROUP INC. | | 2024 Proxy Statement |

  45. Summary Compensation Table

    | Name | Company | Grant Date | Number of Shares (#) | Grant Date Fair Value of Share Awards ($)(a) | | John G. Murray | RMR | 9/13/2023 | 6,000 | 148,740 | | | DHC | 9/13/2023 | 40,000 | 93,200 | | | ILPT | 9/13/2023 | 15,000 | 54,450 | | | OPI | 9/13/2023 | 20,000 | 115,200 | | | SVC | 9/13/2023 | 30,000 | 231,600 | | | SVC | 6/13/2023 | 7,000(b) | 62,720 | | | ALR | 12/13/2022 | 30,000 | 22,200 | | | TA | 12/12/2022 | 3,500 | 163,415 | | | SEVN | 9/13/2023 | 5,000 | 54,750 | | | | | | 946,275 | | Jonathan M. Pertchik | RMR | — | — | — | | | DHC | — | — | — | | | ILPT | — | — | — | | | OPI | — | — | — | | | SVC | — | — | — | | | ALR | 12/13/2022 | 30,000 | 22,200 | | | TA | 12/12/2022 | 100,000(b) | 4,669,000 | | | | | | 4,691,200 |

  46. Summary Compensation Table

    (a) Equals the number of shares multiplied by the closing price per share on the date of the award grant, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation. (b) Shares awarded for services as a managing trustee, managing director or named executive officer of a client, which may also be disclosed in such client’s proxy statement.

  47. 2023 Grants of Plan Based Awards

    2023 Grants of Plan Based Awards The following table shows the total of our Class A Common Shares awarded by us to our named executive officers in their capacity as our officers in 2023, and does not include the shares awarded to Mr. Portnoy and Ms. Clark in their capacity as Managing Directors.

  48. 2023 Grants of Plan Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Adam D. Portnoy | 9/13/2023 | 12,000 | 297,480 | | Jennifer B. Clark | 9/13/2023 | 6,000 | 148,740 | | Matthew P. Jordan | 9/13/2023 | 6,000 | 148,740 | | Jennifer F. Francis | 9/13/2023 | 6,000 | 148,740 | | John G. Murray | 9/13/2023 | 6,000 | 148,740 | | Jonathan M. Pertchik(2) | — | — | — |

  49. 2023 Grants of Plan Based Awards

    (1) Equals the number of our Class A Common Shares awarded multiplied by the closing price on the date of the award, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation. (2) Mr. Pertchik resigned as our Executive Vice President, effective May 14, 2023, in connection with the TA Merger and accordingly did not receive a share award from us in 2023.

  50. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End

  51. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Adam D. Portnoy | RMR | 9/13/2023 | 9,600 | 235,392 | | | RMR | 9/14/2022 | 7,200 | 176,544 | | | RMR | 9/15/2021 | 4,000 | 98,080 | | | RMR | 9/17/2020 | 2,000 | 49,040 | | | | | | 559,056 |

  52. 2023 Outstanding Equity Awards at Fiscal Year End

    | THE RMR GROUP INC. | | 2024 Proxy Statement 37 |

  53. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jennifer B. Clark | RMR | 9/13/2023 | 4,800 | 117,696 | | | RMR | 9/14/2022 | 3,600 | 88,272 | | | RMR | 9/15/2021 | 2,000 | 49,040 | | | RMR | 9/17/2020 | 1,000 | 24,520 | | | DHC | 9/13/2023 | 32,000 | 62,080 | | | DHC | 9/14/2022 | 24,000 | 46,560 | | | DHC | 9/15/2021 | 16,000 | 31,040 | | | DHC | 9/17/2020 | 6,000 | 11,640 | | | ILPT | 9/13/2023 | 12,000 | 34,680 | | | ILPT | 9/14/2022 | 9,000 | 26,010 | | | ILPT | 9/15/2021 | 4,000 | 11,560 | | | ILPT | 9/17/2020 | 2,000 | 5,780 | | | OPI | 9/13/2023 | 20,000 | 82,000 | | | OPI | 9/14/2022 | 10,800 | 44,280 | | | OPI | 9/15/2021 | 6,000 | 24,600 | | | OPI | 9/17/2020 | 2,000 | 8,200 | | | SVC | 9/13/2023 | 16,000 | 123,040 | | | SVC | 9/14/2022 | 12,000 | 92,280 | | | SVC | 9/15/2021 | 8,000 | 61,520 | | | SVC | 9/17/2020 | 4,000 | 30,760 | | | SEVN | 9/13/2023 | 4,000 | 43,680 | | | SEVN | 9/14/2022 | 3,000 | 32,760 | | | SEVN | 10/1/2021 | 3,000 | 32,760 | | | SEVN | 9/17/2020 | 516 | 5,635 | | | | | | 1,090,393 | | Matthew P. Jordan | RMR | 9/13/2023 | 4,800 | 117,696 | | | RMR | 9/14/2022 | 3,600 | 88,272 | | | RMR | 9/15/2021 | 2,000 | 49,040 | | | RMR | 9/17/2020 | 1,000 | 24,520 | | | DHC | 9/13/2023 | 32,000 | 62,080 | | | DHC | 9/14/2022 | 24,000 | 46,560 | | | DHC | 9/15/2021 | 16,000 | 31,040 | | | DHC | 9/17/2020 | 4,000 | 7,760 | | | ILPT | 9/13/2023 | 16,000 | 46,240 | | | ILPT | 9/14/2022 | 12,000 | 34,680 | | | ILPT | 9/15/2021 | 4,000 | 11,560 | | | ILPT | 9/17/2020 | 2,000 | 5,780 | | | OPI | 9/13/2023 | 16,000 | 65,600 | | | OPI | 9/14/2022 | 7,200 | 29,520 | | | OPI | 9/15/2021 | 4,000 | 16,400 | | | OPI | 9/17/2020 | 2,000 | 8,200 | | | SVC | 9/13/2023 | 16,000 | 123,040 | | | SVC | 9/14/2022 | 12,000 | 92,280 | | | SVC | 9/15/2021 | 8,000 | 61,520 | | | SVC | 9/17/2020 | 4,000 | 30,760 | | | SEVN | 9/13/2023 | 8,000 | 87,360 | | | SEVN | 9/14/2022 | 6,000 | 65,520 | | | SEVN | 10/1/2021 | 6,000 | 65,520 | | | SEVN | 9/17/2020 | 516 | 5,635 | | | | | | 1,176,583 |

  54. 2023 Outstanding Equity Awards at Fiscal Year End

    | 38 THE RMR GROUP INC. | | 2024 Proxy Statement |

  55. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jennifer F. Francis | RMR | 9/13/2023 | 4,800 | 117,696 | | | RMR | 9/14/2022 | 3,600 | 88,272 | | | RMR | 9/15/2021 | 2,000 | 49,040 | | | RMR | 9/17/2020 | 400 | 9,808 | | | DHC | 9/13/2023 | 48,000 | 93,120 | | | DHC | 9/14/2022 | 36,000 | 69,840 | | | DHC | 9/15/2021 | 24,000 | 46,560 | | | DHC | 9/17/2020 | 6,000 | 11,640 | | | ILPT | 9/13/2023 | 12,000 | 34,680 | | | ILPT | 9/14/2022 | 9,000 | 26,010 | | | ILPT | 9/15/2021 | 4,000 | 11,560 | | | ILPT | 9/17/2020 | 400 | 1,156 | | | OPI | 9/13/2023 | 16,000 | 65,600 | | | OPI | 9/14/2022 | 7,200 | 29,520 | | | OPI | 9/15/2021 | 4,000 | 16,400 | | | OPI | 9/17/2020 | 400 | 1,640 | | | SVC | 9/13/2023 | 16,000 | 123,040 | | | SVC | 9/14/2022 | 12,000 | 92,280 | | | SVC | 9/15/2021 | 8,000 | 61,520 | | | SVC | 9/17/2020 | 800 | 6,152 | | | SEVN | 9/13/2023 | 4,000 | 43,680 | | | SEVN | 9/14/2022 | 3,000 | 32,760 | | | SEVN | 10/1/2021 | 3,000 | 32,760 | | | SEVN | 9/17/2020 | 104 | 1,138 | | | | | | 1,065,873 | | John G. Murray | RMR | 9/13/2023 | 4,800 | 117,696 | | | RMR | 9/14/2022 | 3,600 | 88,272 | | | RMR | 9/15/2021 | 2,000 | 49,040 | | | RMR | 9/17/2020 | 1,000 | 24,520 | | | DHC | 9/13/2023 | 32,000 | 62,080 | | | DHC | 9/14/2022 | 24,000 | 46,560 | | | DHC | 9/15/2021 | 16,000 | 31,040 | | | DHC | 9/17/2020 | 4,000 | 7,760 | | | ILPT | 9/13/2023 | 12,000 | 34,680 | | | ILPT | 9/14/2022 | 9,000 | 26,010 | | | ILPT | 9/15/2021 | 6,000 | 17,340 | | | ILPT | 9/17/2020 | 3,000 | 8,670 | | | OPI | 9/13/2023 | 16,000 | 65,600 | | | OPI | 9/14/2022 | 7,200 | 29,520 | | | OPI | 9/15/2021 | 4,000 | 16,400 | | | OPI | 9/17/2020 | 2,000 | 8,200 | | | SVC | 9/13/2023 | 24,000 | 184,560 | | | SVC | 9/14/2022 | 18,000 | 138,420 | | | SVC | 9/15/2021 | 12,000 | 92,280 | | | SVC | 9/17/2020 | 6,000 | 46,140 | | | SEVN | 9/13/2023 | 4,000 | 43,680 | | | SEVN | 9/14/2022 | 3,000 | 32,760 | | | SEVN | 10/1/2021 | 3,000 | 32,760 | | | SEVN | 9/17/2020 | 516 | 5,635 | | | | | | 1,209,623 | | Jonathan M. Pertchik(2) | | | | — |

  56. 2023 Outstanding Equity Awards at Fiscal Year End

    | THE RMR GROUP INC. | | 2024 Proxy Statement 39 |

  57. 2023 Outstanding Equity Awards at Fiscal Year End

    Equals the number of unvested shares multiplied by the closing price per share of our Class A Common Shares or the respective client’s common shares on September 29, 2023. (2) In connection with Mr. Pertchik’s separation from RMR LLC each of our public clients approved the acceleration of the vesting of Mr. Pertchik’s unvested shares of such public clients; accordingly he did not have any unvested shares at the end of the fiscal year.

  58. 2023 Stock Vested

    2023 Stock Vested The following table shows Class A Common Share awards made in fiscal 2023 and prior years to our named executive officers that vested in fiscal 2023.

  59. 2023 Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Adam D. Portnoy(2) | 10,800 | 270,284 | | Jennifer B. Clark(3) | 5,400 | 135,142 | | Matthew P. Jordan | 5,400 | 135,142 | | Jennifer F. Francis | 4,200 | 105,106 | | John G. Murray | 5,400 | 135,142 | | Jonathan M. Pertchik(4) | 9,800 | 207,172 |

  60. 2023 Stock Vested

    (1) Equals the number of vesting Class A Common Shares multiplied by the closing price on the date that such Class A Common Shares vested in fiscal 2023. (2) The number of Class A Common Shares shown in the table does not include Class A Common Shares awarded to Mr. Portnoy in his capacity as a Managing Director. (3) The number of Class A Common Shares shown in the table does not include Class A Common Shares awarded to Ms. Clark in her capacity as a Managing Director. (4) Our Compensation Committee approved the acceleration of the vesting of all Mr. Pertchik’s Class A Common Shares following Mr. Pertchik’s resignation as our Executive Vice President, effective May 14, 2023, in connection with the TA Merger.

  61. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control On September 13, 2023, our Compensation Committee approved awards of 12,000 Class A Common Shares to Mr. Portnoy and 6,000 Class A Common Shares to each of Mses. Clark and Francis and Messrs. Jordan and Murray in their capacities as our executive officers. These awards were valued at $24.79 per Class A Common Share, the closing price of the Class A Common Shares on the Nasdaq on the date the awards were made under the Plan. The form of award agreement for each of these awards provides for vesting of the Class A Common Shares in five equal annual installments beginning on the date of the award and the Plan provides for acceleration of vesting of all share awards (including previously granted awards) upon the occurrence of certain change in control or employment termination events (each, a “Termination Event”). The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of September 30, 2023.

  62. Potential Payments upon Termination or Change in Control

    | Name | Number of Shares Vested Upon Termination Event (#) | Value Realized on Termination Event as of September 30, 2023 ($)(1) | | Adam D. Portnoy | 22,800 | 559,056 | | Jennifer B. Clark | 11,400 | 279,528 | | Matthew P. Jordan | 11,400 | 279,528 | | Jennifer F. Francis | 10,800 | 264,816 | | John G. Murray | 11,400 | 279,528 | | Jonathan M. Pertchik | — | — |

  63. Potential Payments upon Termination or Change in Control

    Equals the number of shares multiplied by the closing price per share of our Class A Common Shares on September 29, 2023 of $24.52.

  64. Potential Payments upon Termination or Change in Control

    | 40 THE RMR GROUP INC. | | 2024 Proxy Statement |

  65. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our principal executive officer), the annual total compensation of our principal executive officer, Mr. Portnoy, and the ratio of these two amounts. For fiscal 2023, our last completed fiscal year: • the median of the annual total compensation of all employees of the Company (excluding Mr. Portnoy) was $122,651; and • the annual total compensation of Mr. Portnoy, as reported in the Summary Compensation Table on page 35, was $4,212,670. Based on this information, for fiscal 2023, the ratio of the annual total compensation of Mr. Portnoy to the median of the annual total compensation of all other employees was 34.35 to 1. We identified the median employee by totaling (1) cash compensation (i.e., wages, overtime and bonus) as reflected in our payroll records for fiscal 2023 and (2) the value of Class A Common Shares that were awarded in fiscal 2023, for all individuals (excluding our Chief Executive Officer), who we employed on September 30, 2023 (whether on a full-time or part-time basis). In addition, we annualized the wages of full-time employees who were hired during fiscal 2023 but did not work for us the entire fiscal year. We did not make any other assumptions, adjustments, or estimates with respect to total cash compensation or stock compensation. After identifying the median employee, we calculated annual total compensation for fiscal 2023 for the median employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  66. Pay Ratio

    | THE RMR GROUP INC. | | 2024 Proxy Statement 41 |

  67. Pay Versus Performance

    Pay Versus Performance The following table and footnotes summarize the total compensation we paid to our Named Executive Officers (our “NEOs”), compensation “actually paid” to the NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of the Company, the peer group total shareholder return and our net income for the past three fiscal years. We do not use any financial performance measures to link compensation actually paid to our NEOs by us to the Company’s performance. Accordingly, pursuant to the SEC rules, we have not included a “company selected measure” or the tabular list of performance measures. For more information about the compensation we pay to our NEOs, please see “Compensation Discussion and Analysis” above.

  68. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEOs NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return* | Net Income ($000s) | | 2023 | $4,212,670 | $4,232,826 | $3,796,120 | $5,540,535 | $123.65 | $238.77 | $127,771 | | 2022 | 4,148,594 | 3,950,171 | 4,070,946 | 3,201,628 | 112.28 | 164.74 | 77,468 | | 2021 | 4,274,081 | 4,415,059 | 3,678,973 | 4,286,164 | 150.68 | 202.78 | 81,013 |

  69. Pay Versus Performance

    * Peer group total shareholder return is based on a self-constructed peer group composed of the following alternative asset management companies: Apollo Global Management, Inc., Ares Management Corporation, Blackstone Inc., The Carlyle Group Inc. and KKR & Co. Inc. (1) The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.

  70. Pay Versus Performance

    | PEO Compensation Actually Paid | | | | | | | | | | Year | PEO Name | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to PEO | | 2023 | Adam D. Portnoy | $3,621,760 | $235,392 | $10,956 | $352,926 | $11,792 | $611,066 | $4,232,826 | | 2022 | Adam D. Portnoy | 3,318,484 | 227,424 | (117,120) | 577,534 | (56,151) | 631,687 | 3,950,171 | | 2021 | Adam D. Portnoy | 3,221,576 | 267,600 | 83,681 | 782,105 | 60,097 | 1,193,483 | 4,415,059 |

  71. Pay Versus Performance

    (2) The non-PEO NEOs in 2021, 2022 and 2023 are Jennifer B. Clark, Matthew P. Jordan, Jennifer F. Francis, John G. Murray and Jonathan M. Pertchik. The following table summarizes the applicable deductions and additions for each of the Non-PEO NEOs in the calculation of Compensation Actually Paid to each Non-PEO NEO.

  72. Pay Versus Performance

    | 42 THE RMR GROUP INC. | | 2024 Proxy Statement |

  73. Pay Versus Performance

    | Average Non-PEO NEOs—Compensation Actually Paid | | | | | | | | | Year | Total Compensation Per Summary Compensation Table Less Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,106,050 | $390,261 | $(40,575) | $2,067,855 | $1,016,944 | $3,434,485 | $5,540,535 | | 2022 | 1,996,310 | 1,648,410 | (593,529) | 401,430 | (250,992) | 1,205,318 | 3,201,628 | | 2021 | 2,010,582 | 1,365,995 | 381,020 | 417,168 | 111,400 | 2,275,583 | 4,286,164 |