DEF 14A of Seven Hills Realty Trust
Filed Mar 18, 2026 · FY20250001104659-26-030948
Fiscal Year 2025 Trustee Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Ann M. Danner | 70,000 | 129,984 | — | 199,984 | | Barbara D. Gilmore | 82,500 | 69,991 | — | 152,491 | | Matthew P. Jordan(3) | — | 69,991 | — | 69,991 | | William A. Lamkin | 82,500 | 69,991 | — | 152,491 | | Joseph L. Morea | 85,000 | 69,991 | — | 154,991 | | Adam Portnoy(3) | — | 69,991 | — | 69,991 | | Jeffrey P. Somers | 87,500 | 69,991 | — | 157,491 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Thomas J. Lorenzini(3) | 2025 | — | — | 89,996 | 10,395 | 100,391 | | President and Chief Investment Officer | 2024 | — | — | 54,999 | 9,275 | 64,274 | | Matthew C. Brown(3)(4) Chief Financial Officer and Treasurer | 2025 | — | — | 79,999 | 6,703 | 86,702 | | Fernando Diaz(3)(5) | 2025 | — | | — | 1,246 | 1,246 | | Former Chief Financial Officer and Treasurer | 2024 | — | — | 39,988 | 3,170 | 43,158 |
Summary Compensation Table
(1) Represents the award date fair value of Common Share awards in 2025 and 2024 as applicable, calculated in accordance with 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. (2) Consists of cash distributions in 2025 on unvested Common Shares received in connection with cash distributions we paid to all of our shareholders. (3) In 2025, our named executive officers received aggregate base salary payments of $855,253 and aggregate cash bonuses of $1,089,000 from Tremont or RMR for the services these officers provided to Tremont, RMR, our Company and other companies to which Tremont or RMR provide management services. Such amounts do not include a severance payment to Mr. Diaz in connection with his separation from RMR, effective April 1, 2025. (4) Mr. Brown was appointed as our Chief Financial Officer and Treasurer, effective March 10, 2025. Only one year of information has been provided for Mr. Brown because he was not a named executive officer prior to 2025. (5) Mr. Diaz resigned as our Chief Financial Officer and Treasurer, effective March 9, 2025.
2025 Outstanding Equity Awards at Fiscal Year End
2025 Outstanding Equity Awards at Fiscal Year End The agreements governing the Common Shares we awarded to our named executive officers in 2025 and prior years provide that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR, Tremont or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under our 2021 Equity Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares. The following table shows the total Common Shares awarded by us in 2025 and prior years to our named executive officers that were unvested as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | | Name | Year Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Thomas J. Lorenzini | 2025 | 6,539 | 58,197 | | | 2024 | 2,433 | 21,654 | | | 2023 | 1,400 | 12,460 | | | 2022 | 700 | 6,230 | | Matthew C. Brown(3) | 2025 | 5,813 | 51,736 | | | 2024 | 1,504 | 13,386 | | | 2023 | 800 | 7,120 | | | 2022 | 400 | 3,560 | | Fernando Diaz(4) | 2025 | — | — | | | 2024 | — | — | | | 2023 | — | — | | | 2022 | — | — |
2025 Outstanding Equity Awards at Fiscal Year End
The form of award agreement provides for vesting of the Common Shares in five equal annual installments beginning on the date
2025 Outstanding Equity Awards at Fiscal Year End
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2025 Outstanding Equity Awards at Fiscal Year End
of the award. The number of Common Shares includes shares awarded on September 9, 2025, September 11, 2024, September 13, 2023, and September 14, 2022, respectively. Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 31, 2025. (3) Mr. Brown was appointed as our Chief Financial Officer and Treasurer, effective March 10, 2025. The Common Shares awarded to Mr. Brown in 2024 and prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of our Company. (4) In connection with Mr. Diaz’s resignation as our Chief Financial Officer and Treasurer, effective March 9, 2025, our Compensation Committee approved the acceleration of the vesting of Mr. Diaz’s unvested Common Shares, effective April 1, 2025.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Our 2021 Equity Plan and the form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or 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 December 31, 2025.
Potential Payments upon Termination or Change in Control
| Name | Number of Shares Vested Upon Termination Event (#) | Value Realized on Termination Event as of December 31, 2025 ($)(1) | | Thomas J. Lorenzini | 11,072 | 98,541 | | Matthew C. Brown(2) | 8,517 | 75,802 | | Fernando Diaz(3) | — | — |
Potential Payments upon Termination or Change in Control
(1) Equals the number of unvested Common Shares multiplied by the closing price of the Common Shares on December 31, 2025. (2) Mr. Brown was appointed as our Chief Financial Officer and Treasurer, effective March 10, 2025. The Common Shares awarded to Mr. Brown in 2024 and prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of our Company. (3) In connection with Mr. Diaz’s resignation as our Chief Financial Officer and Treasurer, effective March 9, 2025, our Compensation Committee approved the acceleration of the vesting of Mr. Diaz’s unvested Common Shares, effective April 1, 2025 with a value of $46,267 as of the date of such acceleration. Although we have no formal policy, plan or arrangement for payments to employees of Tremont or RMR in connection with the termination of their employment with Tremont or RMR, we may in the future provide on a discretionary basis for the acceleration of vesting of Common Shares previously awarded to them under the 2021 Equity Plan depending on various factors we then consider relevant and if we believe it is in our best interests to do so. For a discussion of the consequences of a Change in Control or Termination Event under our business management agreement with Tremont and RMR, see the “Certain Related Person Transactions” section.
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 our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of our Company and our net income for the past three fiscal years. None of our NEOs is employed by us. Tremont, a subsidiary of RMR, provides, or arranges with RMR to provide, services that otherwise would be provided by employees and either RMR or Tremont employs and compensates our NEOs directly and in their sole discretion in connection with their services rendered to Tremont, RMR, to us and other companies to which RMR or Tremont provide management services. For information regarding the compensation paid by us to Tremont and RMR, please see the below “Certain Related Person Transactions” section. We do not pay our NEOs salaries or bonuses or provide other cash compensation or employee benefits. We provide equity incentive compensation to our NEOs pursuant to the terms of our 2021 Equity Plan.
Pay Versus Performance
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Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| 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-PEO NEOs(2)(3)(4) | Value of initial fixed $100 Investment Based on Total Shareholder Return | Net Income ($000s) | | 2025 | $100,391 | $62,882 | $43,974 | $30,646 | $137.51 | $15,434 | | 2024 | 64,274 | 65,134 | 43,158 | 42,731 | 178.93 | 17,820 | | 2023 | 45,856 | 67,918 | 27,142 | 35,441 | 159.47 | 25,965 |
Pay Versus Performance
(1) The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
PEO Compensation Actually Paid
PEO Compensation Actually Paid
PEO Compensation Actually Paid
| Year | PEO Name | Total Compensation Per Summary Compensation Table | 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 | | 2025 | Thomas Lorenzini | $100,391 | $(89,996) | $58,197 | $(18,948) | $18,001 | $(4,763) | $52,487 | $62,882 |
PEO Compensation Actually Paid
(2) The non-PEO NEOs for 2025 are Matthew C. Brown and Fernando Diaz. The only non-PEO NEO for 2024 was Fernando Diaz. The non-PEO NEOs for 2023 were Fernando Diaz and Tiffany R. Sy. The non-PEO NEOs for 2022 were G. Douglas Lanois and Tiffany R. Sy. The only non-PEO NEO for 2021 was G. Douglas Lanois. (3) The following table summarizes the applicable deductions and additions for the Non-PEO NEOs in the calculation of average Compensation Actually Paid to Non-PEO NEOs.
Average Non-PEO NEOs—Compensation Actually Paid
Average Non-PEO NEOs—Compensation Actually Paid
Average Non-PEO NEOs—Compensation Actually Paid
| Year | Total Compensation Per Summary Compensation Table | 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 | | 2025 | $43,974 | $(40,000) | $25,868 | $(5,652) | $7,999 | $(1,543) | $26,672 | $30,646 |
Average Non-PEO NEOs—Compensation Actually Paid
Because Mr. Diaz did not receive a Share Award from our Company in 2025 due to his resignation in March 2025, the Average Compensation Actually Paid to Non-PEO NEOs is lower in 2025 than in prior years. The Compensation Actually Paid in 2025 to Mr. Brown, the only current Non-PEO NEO, was $60,333.
Average Non-PEO NEOs—Compensation Actually Paid
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