DEF 14A of Franklin Street Properties Corp /Ma/
Filed Apr 2, 2026 · FY20250001104659-26-039190
Board Nominees (Proposal 1)
Board Nominees (Proposal 1) On October 9, 2025, former director Bruce J. Schanzer informed the Company that he had resigned as a member of our Board, effective immediately. Mr. Schanzer’s decision to resign from our Board did not involve any disagreement on any matter relating to the Company’s operations, policies or practices. Mr. Schanzer was originally appointed to our Board on November 27, 2024 following shareholder engagement pursuant to a cooperation agreement (the “Cooperation Agreement”) with Converium Capital Inc., Converium Capital Master Fund LP and Converium PGEQ Multi-Strategy Fund L.P. (collectively, ‘‘Converium’’), and Erez REIT Opportunities LP and Erez Asset Management LLC, and was re-elected to our Board at the Company’s 2025 annual meeting of stockholders. The Cooperation Agreement provided that, in the event that Mr. Schanzer resigned as a director, the Company and Converium would cooperate to identify and mutually agree upon a replacement director (the “Replacement Director”) candidate. The Company and Converium identified Jennifer Bitterman as a Replacement Director under the Cooperation Agreement. On October 15, 2025, our Board elected Ms. Bitterman to serve as a director to fill the vacancy caused by the resignation of Mr. Schanzer. Milton P. Wilkins, Jr., a member of our Board, notified us that he will not stand for re-election at the Annual Meeting. His decision not to stand for re-election did not involve any disagreement on any matter relating to the Company’s operations, policies or practices. Consequently, the term of Mr. Wilkins as a director will expire at the Annual Meeting, and the size of our Board will decrease to five members immediately after the conclusion of the Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our Board has determined, to nominate all other current members of our Board for re-election at the Annual Meeting. We are asking our stockholders to vote “FOR” our nominees, George J. Carter, Georgia Murray, Jennifer Bitterman, John N. Burke and Dennis J. McGillicuddy as directors for a one-year term expiring at our 2027 Annual Meeting of Stockholders. We understand the importance of having a Board comprised of the right people, with the highest integrity and the necessary skills and qualifications to oversee our business. The following table provides summary information about each of the director nominees, who have a diverse and balanced skill set including extensive real estate, financial, investment, and management experience. We encourage you to review the qualifications, skills and experience of our directors on pages 17-21. In addition, the graphs below the table show the composition of our director nominees by tenure and independence.
Board Nominees (Proposal 1)
| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | | Other Public Co. Boards | | | | | | | AC | CC | NG | | | George J. Carter (Chairman of the Board) | 77 | 2002 | Chief Executive Officer, Franklin Street Properties Corp. | No | | | | - | | Georgia Murray (Lead Independent Director) | 75 | 2005 | Director (Retired commercial real estate executive) | Yes | | x | x | - | | Jennifer Bitterman | 42 | 2025 | Chief Financial Officer GSA Group | Yes | x | x | | - | | John N. Burke | 64 | 2004 | Managing Director BA, Inc. | Yes | | x | x | - | | Dennis J. McGillicuddy | 84 | 2002 | Director (Retired private investor) | Yes | x | | | - |
Board Nominees (Proposal 1)
| | Chair | AC | Audit Committee | | x | Member | CC | Compensation Committee | | | | NG | Nominating and Corporate Governance Committee |
Board Nominees (Proposal 1)
| 6 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Nominee Highlights
Director Nominee Highlights
Executive Compensation Highlights (Proposal 3)
| • | Competitive pay structure, including base salary, the potential for a cash bonus, matching for individual 401(k) plan contributions, and the potential for a payment or payments under our change-in-control program to enable us to attract and retain experienced and capable leaders and motivate those individuals to achieve exceptional results and reward them for being instrumental in reaching our strategic goals. |
Executive Compensation Highlights (Proposal 3)
| • | Simplicity and transparency, which in 2025 did not include offering stock options, restricted stock awards, deferred compensation, non-equity incentive plan compensation, or perquisites. |
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS All members of our Board are elected annually by our shareholders. Our Board currently consists of six directors. On October 9, 2025, former director Bruce J. Schanzer informed the Company that he had resigned as a member of our Board, effective immediately. Mr. Schanzer’s decision to resign from our Board did not involve any disagreement on any matter relating to the Company’s operations, policies or practices. Mr. Schanzer was originally appointed to our Board on November 27, 2024 following shareholder engagement pursuant to the Cooperation Agreement with Converium, and Erez REIT Opportunities LP and Erez Asset Management LLC. The Cooperation Agreement provided that, in the event that Mr. Schanzer resigned as a director, the Company and Converium would cooperate to identify and mutually agree upon the Replacement Director. The Company and Converium identified Jennifer Bitterman as the Replacement Director under the Cooperation Agreement. On October 15, 2025, our Board elected Ms. Bitterman to serve as a director to fill the vacancy caused by the resignation of Mr. Schanzer. Milton P. Wilkins, Jr., a member of our Board, notified us that he will not stand for re-election at the Annual Meeting. His decision not to stand for re-election did not involve any disagreement on any matter relating to the Company’s operations, policies or practices. Consequently, the term of Mr. Wilkins as a director will expire at the Annual Meeting, and the size of our Board will decrease to five members immediately after the conclusion of the Annual Meeting. At the Annual Meeting, five directors will be elected to serve for a one-year term expiring at our 2027 Annual Meeting and until their respective successors are duly elected and qualified. As such, at the Annual Meeting, our shareholders will have an opportunity to vote for each of the five nominees listed below. Following the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Mr. George J. Carter, Ms. Georgia Murray, Ms. Jennifer Bitterman, Mr. John N. Burke and Mr. Dennis J. McGillicuddy for election as directors. Each nominee is currently serving as a director of Franklin Street Properties. Our Board anticipates that, if elected, the nominees will serve as directors. However, if any person nominated by our Board is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person(s) as our Board may recommend.
Nominees for Director
Nominees for Director The following table provides certain information about each nominee for director.
Nominees for Director
| Name | Age | Position(s) with the Company | Director Since | | George J. Carter | 77 | Chair of the Board, Chief Executive Officer | 2002 | | Georgia Murray | 75 | Lead Independent Director | 2005 | | Jennifer Bitterman | 42 | Member of the Board | 2025 | | John N. Burke | 64 | Chair of the Audit Committee | 2004 | | Dennis J. McGillicuddy | 84 | Chair of the Nominating and Corporate Governance Committee | 2002 |
Nominees for Director
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 15 |
Nominees for Director
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES, GEORGE J. CARTER, GEORGIA MURRAY, JENNIFER BITTERMAN, JOHN N. BURKE AND DENNIS J. MCGILLICUDDY, TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED. PROPERLY AUTHORIZED PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN. PROXIES MAY NOT BE VOTED FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER OF NOMINEES CONTAINED HEREIN.
Nominees for Director
| 16 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
Director Qualifications and Biographical Information Our Board includes individuals with expertise in executive leadership and management, real estate, accounting and finance, private investing, and investment banking. Our directors have diverse backgrounds and experiences. We believe that, as a group, they work effectively together in overseeing our business, hold themselves to the highest standards of integrity, and are committed to representing the long-term best interests of Franklin Street Properties and our stockholders. Biographical information for each of the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that each of them should serve as a director, is set forth on the pages below. In addition to the business and professional experiences described below, our directors also serve on the boards of various civic and charitable organizations. Nominees for Directors to be elected to hold office for a term expiring at our 2027 Annual Meeting:
Director Qualifications and Biographical Information
| George J. Carter Director Since 2002 | Qualifications: • We believe Mr. Carter’s qualifications to sit on our Board include his more than 30 years of experience in the commercial real estate and investment banking industries, including as our founder, Chairman and Chief Executive Officer. | | George J. Carter, age 77, has served as Chairman of the Board and Chief Executive Officer of Franklin Street Properties since 2002. Mr. Carter also served as President of Franklin Street Properties from 2002 to May 2016. He is responsible for all aspects of the business of Franklin Street Properties and its affiliates, with special emphasis on the evaluation, acquisition and structuring of real estate investments. Prior to the conversion of Franklin Street Partners Limited Partnership, or the Partnership, into the Company in 2002, Mr. Carter was President of the general partner of the Partnership and was responsible for all aspects of the business of the Partnership and its affiliates. From 1992 through 1996 he was President of Boston Financial Securities, Inc. Prior to joining Boston Financial Securities, Inc., Mr. Carter was owner and developer of Gloucester Dry Dock, a commercial shipyard in Gloucester, Massachusetts. From 1979 to 1988, Mr. Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts. Prior to that, Mr. Carter held a number of positions in the brokerage industry, including positions with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr. Carter is a graduate of the University of Miami (B.S.). Mr. Carter’s son, Scott H. Carter, serves as Executive Vice President, General Counsel and Secretary of the Company and Mr. Carter’s other son, Jeffrey B. Carter, serves as President and Chief Investment Officer of the Company. | |
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 17 |
Director Qualifications and Biographical Information
| Georgia Murray Director Since 2005 | Qualifications: • We believe Ms. Murray’s qualifications to serve on our Board include her more than 30 years of experience in the commercial real estate industry, board experience in the banking industry and general expertise in corporate strategy development and organizational acumen. | | Georgia Murray, age 75, has been Lead Independent Director since 2014. Ms. Murray is retired from Lend Lease Real Estate Investments, Inc., where she served as a Principal from November 1999 until May 2000. From 1973 through October 1999, Ms. Murray worked at the Boston Financial Group, Inc., serving as Senior Vice President and a Director at times during her tenure. Boston Financial Securities, Inc. was an affiliate of the Boston Financial Group, Inc. She is a past Trustee of the Urban Land Institute and a past President of the Multifamily Housing Institute. Ms. Murray previously served on the Board of Directors of Capital Crossing Bank. She also serves on the boards of numerous non-profit entities. Ms. Murray is a graduate of Newton College. | |
Director Qualifications and Biographical Information
| 18 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
| Jennifer Bitterman Director Since 2025 | Qualifications: • We believe Ms. Bitterman’s qualifications to serve on our Board include her extensive financial and commercial real estate experience at private and public companies. | | Jennifer Bitterman, age 42, has served as the Chief Financial Officer at GSA Group, a global leader in real estate asset and funds management in the student housing sector since June 2025 and on the Executive Leadership Team of The Dot Group, a global leader in student living since June 2025. Ms. Bitterman has two decades of experience spanning asset management, transaction, capital markets and compliance. Before joining GSA Group, Ms. Bitterman was Chief Financial Officer at Andover Properties, one of the largest private owner-operators of self-storage facilities in the United States, from July 2023 to May 2025. Prior to Andover Properties, Ms. Bitterman worked for over a decade at Cedar Realty Trust, a NYSE publicly traded real estate investment trust, where she held various positions, including the position of Chief Financial Officer. Prior to Cedar Realty Trust, Ms. Bitterman held roles at Morgan Stanley within its Asset Management Team, Credit Suisse covering equity REITs and at PwC. Ms. Bitterman also serves as an Advisory Board Member for the Weiser Center for Real Estate at the Stephen M. Ross School of Business at the University of Michigan and at the Cold Spring Harbor Laboratory. Ms. Bitterman previously served on the Board and was Audit Committee Chairperson of the Dreamscape Companies. Ms. Bitterman has a BBA with high distinction from the Stephen M. Ross School of Business at the University of Michigan. | |
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 19 |
Director Qualifications and Biographical Information
| John N. Burke Director Since 2004 | Qualifications: • We believe Mr. Burke’s qualifications to serve on our Board include his more than 35 years of experience in the practice of public accounting with extensive experience in the real estate and REIT industry. | | John N. Burke, age 64, has been Chair of the Audit Committee since 2004. Mr. Burke is a certified public accountant with over 35 years of experience in the practice of public accounting working with both private and publicly traded companies and extensive experience serving clients in the real estate and REIT industry. His experience includes analysis and evaluation of financial reporting, accounting systems, internal controls and audit matters. Mr. Burke has been involved as an advisor on several public offerings, private equity and debt financings and merger and acquisition transactions. Mr. Burke’s consulting experience includes a wide range of accounting, tax and business planning matters. Prior to starting his own firm, BA, Inc., in 2003, where he currently practices, Mr. Burke was an Audit Partner in the Boston office of BDO USA, LLP. Mr. Burke is a member of the American Institute of Certified Public Accountants and the Massachusetts Society of CPAs. Mr. Burke earned an M.S. in Taxation and studied undergraduate accounting at Bentley University. | |
Director Qualifications and Biographical Information
| 20 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
| Dennis J. McGillicuddy Director Since 2002 | Qualifications: • We believe Mr. McGillicuddy’s qualifications to serve on our Board include his entrepreneurial and investment acumen and experience. | | Dennis J. McGillicuddy, age 84, has been Chair of the Nominating and Corporate Governance Committee since May 2025. Mr. McGillicuddy graduated from the University of Florida with a B.A. degree and from the University of Florida Law School with a J.D. degree. In 1968, Mr. McGillicuddy co-founded Coaxial Communications, a cable television company. In 1998 and 1999, Coaxial sold its cable systems. Mr. McGillicuddy has served on the boards of various charitable organizations. He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. | |
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 21 |
Director Qualifications and Biographical Information
We operate within a comprehensive corporate governance structure that includes the highest standards of professional and personal conduct. Our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, the charters of our Audit, Compensation, and Nominating and Corporate Governance Committees, and other corporate governance information, are available on our website at http://www.fspreit.com under the heading “Investor Relations” and then under the subheading “Governance Documents” under “Corporate Information.” The information on our website is not a part of this Proxy Statement and is not incorporated into any of our filings made with the SEC. Introduction Our Common Stock trades on NYSE American under the symbol “FSP”. We began trading on the American Stock Exchange in June 2005. The exchange’s name was changed to NYSE Amex after it was acquired by NYSE Euronext on October 1, 2008, was later known as NYSE MKT and is now NYSE American. Board of Directors Franklin Street Properties is currently managed by a six-member Board. The size of our Board will decrease to five members immediately after conclusion of the Annual Meeting. All directors are elected to serve one-year terms (in all cases subject to the election and qualification of their successors or to their earlier death, resignation or removal). Director Independence Under the NYSE American corporate governance standards, set out in the NYSE American LLC Company Guide (the “NYSE American Rules”), at least a majority of the Board must be “independent directors” as defined in Section 803A of the NYSE American Rules. According to Section 803A, “independent director” means a person other than an executive officer or employee of Franklin Street Properties. In addition, to qualify as an “independent director,” the Board of Directors must affirmatively determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Section 803A of the NYSE American Rules also includes the following non-exclusive list of persons who shall not be considered independent:
Director Qualifications and Biographical Information
| a. | a director who is, or during the past three years was, employed by us, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year); |
Director Qualifications and Biographical Information
| b. | a director who accepted or has an immediate family member who accepted any compensation from us in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: |
Director Qualifications and Biographical Information
| i. | compensation for Board or Board committee service, |
Director Qualifications and Biographical Information
| ii. | compensation paid to an immediate family member who is an employee (other than an executive officer) of Franklin Street Properties, |
Director Qualifications and Biographical Information
| iii. | compensation received for former service as an interim executive officer (provided the interim employment did not last longer than one year), or |
Director Qualifications and Biographical Information
| iv. | benefits under a tax-qualified retirement plan, or non-discretionary compensation; |
Director Qualifications and Biographical Information
| c. | a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by us as an executive officer; |
Director Qualifications and Biographical Information
| 22 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
| d. | a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which we made, or from which we received, payments (other than those arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years; |
Director Qualifications and Biographical Information
| e. | a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of our executive officers serve on the compensation committee of such other entity; or |
Director Qualifications and Biographical Information
| f. | a director who is, or has an immediate family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor who worked on our audit at any time during any of the past three years. |
Director Qualifications and Biographical Information
For purposes of Section 803A of the NYSE American Rules, “immediate family member” includes a person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person’s home (other than domestic employees). Because Ms. Murray, Ms. Bitterman, Mr. Burke and Mr. McGillicuddy do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, our Board has determined that they are “independent directors” for purposes of the NYSE American Rules. Board Meetings, Annual Meeting of Stockholders, and Attendance During 2025, each director attended more than 75% of the meetings of the Board and of the committees on which he or she served. The Board held thirteen meetings in 2025. Each of our directors then serving on the Board attended the 2025 Annual Meeting of Stockholders. Current Board Leadership Structure At the present time, our Board has chosen to combine the Chairman and Chief Executive Officer positions. Our Board believes that George J. Carter is best suited to serve as both Chairman and Chief Executive Officer because he is most familiar with Franklin Street Properties’ business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Mr. Carter has served as Chief Executive Officer and Chairman since he founded Franklin Street Properties, originally Franklin Street Partners Limited Partnership. Our Board believes that independent directors and management have different perspectives and roles in our strategy development. Our independent directors bring experience, oversight and expertise from outside Franklin Street Properties and its industry, while the Chief Executive Officer brings company-specific experience and expertise. Our Board believes that, at the present time, the combined role of Chairman and Chief Executive Officer is in the best interests of Franklin Street Properties and our stockholders and is consistent with good corporate governance. The combined role promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance. Our Board encourages strong communication among all of its independent directors and the Chairman and Chief Executive Officer, and our Board believes that it has been able to, and will continue to, effectively provide independent oversight of our business and affairs, including the risks we face, through the role of our Lead Independent Director, the independent committees of our Board, the overall composition of our Board and contributions from all of our independent directors and other corporate governance policies in effect.
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 23 |
Director Qualifications and Biographical Information
Lead Independent Director Since February 7, 2014, Georgia Murray has served as Lead Independent Director. The Lead Independent Director’s duties include: coordinating the activities of our independent directors, coordinating the agenda for and chairing sessions of our independent directors, serving as the principal liaison for consultation and communication between our independent directors and our stockholders, facilitating communications between our independent directors, the other members of our Board and our management, and performing such other duties as our Board may from time to time delegate. In performing the duties described above, the Lead Independent Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation in order to avoid diluting the authority or responsibility of such committee chairs. The Board’s Role in Succession Planning The Board expects management to have an ongoing program for effective senior leadership development and succession. As reflected in our Corporate Governance Guidelines, the Board works on a periodic basis with the Chief Executive Officer to review, maintain and revise, if necessary, the Company’s succession plan upon the conclusion of the Chief Executive Officer’s service as our Chief Executive Officer for any reason. The Chief Executive Officer reports periodically to the Board on succession planning for the Chief Executive Officer and senior management positions, which report includes a discussion of assessments, leadership development plans and other relevant factors. The Board’s Role in Risk Oversight Our Board has the primary responsibility for overseeing the Company’s risk management processes. A portion of this responsibility has been delegated by the Board to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each with respect to the assessment of the risks and risk management in their respective areas of oversight. In general, our Board oversees risk management activities relating to business strategy, acquisitions, dispositions, capital allocation, organizational structure and certain operational risks. Our Audit Committee oversees risk management activities related to financial controls, legal and compliance risks and potential cyber-attacks and intrusions; our Compensation Committee oversees risk management activities relating to our compensation policies and practices; and our Nominating and Corporate Governance Committee oversees risks relating to our nominating and corporate governance policies and practices. Each committee reports to the full Board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. These committees and the full Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board’s appetite for risk. While the Board oversees the Company’s risk management, the Company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that the leadership structure of our Board supports this approach. The Board and each of our committees regularly discusses with management our major risk exposures, their potential financial impact on Franklin Street Properties, and the steps we take to manage them. The Board and each of our committees exercise their oversight responsibilities in a variety of ways, but in all cases our directors are informed by regular reports from the Company’s management that are intended to identify key risks and our strategies to mitigate them. Executive Sessions Each director has the right to call an executive session without management participation after each regularly scheduled meeting of the entire Board and at such other times that the directors deem such a meeting to be appropriate. Similarly, each independent director has the right to call an executive session with only independent directors present after each regularly scheduled meeting of the entire Board and at such other times that an independent director deems appropriate. At a minimum, the independent directors meet in executive session at least annually without the presence of non-independent directors and management.
Director Qualifications and Biographical Information
| 24 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
Committees of the Board Our Board has the following three standing committees: (1) Audit, (2) Compensation and (3) Nominating and Corporate Governance. The membership and the function of each of these committees are described below.
Director Qualifications and Biographical Information
| Audit | Compensation | Nominating and Corporate Governance | | John N. Burke, Chair | Milton P. Wilkins, Chair | Dennis J. McGillicuddy, Chair | | Jennifer Bitterman | Jennifer Bitterman | John N. Burke | | Dennis J. McGillicuddy | John N. Burke | Georgia Murray | | Milton P. Wilkins, Jr. | Georgia Murray | |
Director Qualifications and Biographical Information
Audit Committee. Our Board has established an Audit Committee which operates pursuant to a charter approved by our Board and that is reviewed and reassessed at least annually. The Audit Committee, among other functions, (1) has the sole authority to appoint, evaluate, terminate and determine the compensation of our independent registered public accounting firm, (2) reviews with our independent registered public accounting firm the scope and results of the audit engagement, (3) approves professional services provided by our independent registered public accounting firm, (4) reviews the independence of our independent registered public accounting firm, (5) reviews and approves our policies and procedures for reviewing and approving or ratifying related person transactions, (6) reviews and approves our entry into swaps and (7) periodically reviews with management our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and respond to data breaches. Our Board has determined that each member of the Audit Committee is “independent” as that term is defined under the NYSE American Rules, including the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our Board determined that Mr. Burke qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC. The Audit Committee Report is included later in this Proxy Statement. The Audit Committee met five times during 2025. Compensation Committee. Our Board has established a Compensation Committee which operates pursuant to a charter that was approved by our Board and that is reviewed and reassessed at least annually. Our Board has determined that each member of the Compensation Committee has been determined to be “independent” under the NYSE American Rules, including the independence requirements under Rule 10C-1 under the Exchange Act. The Compensation Committee’s responsibilities include, among other duties, the responsibility to (1) review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, (2) evaluate the performance of the Chief Executive Officer in light of such goals and objectives and either determine and approve or recommend to our Board for approval the compensation of the Chief Executive Officer based on such evaluation, (3) oversee the evaluation of our other executive officers, (4) review and approve the compensation of our other executive officers, (5) review and make recommendations to our Board with respect to incentive compensation and equity-based plans, (6) review and make recommendations to our Board with respect to the compensation of our non-employee directors, (7) approve, or recommend for approval by our Board, the implementation or revision of any compensatory recovery or “clawback” policies, and oversee the administration of such policies and (8) perform other functions or duties deemed appropriate by the Board. The Compensation Committee is authorized to retain and terminate any compensation consultant to assist in the evaluation of executive officer compensation and to approve the consultant’s fees and other retention terms and to pay the compensation without further action by the Board. The Compensation Committee also has authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors as the Compensation Committee deems necessary or appropriate, and is responsible for assessing the independence of such consultants and advisors, overseeing the work of such consultants and advisors and authorizing the payment of such consultants and advisors. The Compensation Committee makes all compensation decisions relating to compensation of our executive officers other than the Chief Executive Officer and makes a recommendation regarding the compensation of our Chief Executive Officer to the Board. The Chief Executive Officer is not permitted to be present during any deliberations or voting relating to the Chief Executive Officer’s compensation. The Compensation Committee takes into consideration recommendations made by the Chief Executive Officer with respect to compensation decisions relating to executive officers other than the Chief Executive Officer. The Compensation Committee Report is included later in this Proxy Statement. The Compensation Committee met two times during 2025.
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 25 |
Director Qualifications and Biographical Information
Nominating and Corporate Governance Committee. Our Board has established a Nominating and Corporate Governance Committee which operates pursuant to a charter approved by our Board and is reviewed and reassessed by the Nominating and Corporate Governance Committee at least annually. The Nominating and Corporate Governance Committee is responsible for identifying and recommending individuals to become members of our Board, periodically reviewing our Corporate Governance Guidelines and other corporate governance documents and recommending any changes, as well as ensuring that we are in compliance with all corporate governance and listing standards of the NYSE American. The Nominating and Corporate Governance Committee is also responsible for overseeing the annual evaluation of the Board. The Nominating and Corporate Governance Committee is authorized to retain advisors and consultants and to compensate them for their services. The Nominating and Corporate Governance Committee met one time during 2025. General Committee Information. A copy of each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee Charters is available on our website at http://www.fspreit.com under the heading “Investor Relations” and then under the subheading “Governance Documents” under “Corporate Information.” In addition, our Board adopted Corporate Governance Guidelines, a copy of which is available in the same place on our website. Our Board may from time to time establish other special or standing committees to facilitate the management of Franklin Street Properties or to discharge specific duties delegated to a committee by the full Board. Director Nomination Process The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to our directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by our directors. The Nominating and Corporate Governance Committee has established director qualification standards for consideration in recommending candidates to our Board. The Nominating and Corporate Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for our Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of our Board), the Nominating and Corporate Governance Committee, in recommending candidates for election, and our Board, in approving the nomination of (and, in the case of vacancies, electing) such candidates, may take into account a variety of subjective factors, including, without limitation:
Director Qualifications and Biographical Information
| (1) personal and professional integrity, ethics and values; |
Director Qualifications and Biographical Information
| (2) experience in corporate management, such as serving as an officer or former officer of a publicly-held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment; |
Director Qualifications and Biographical Information
| (3) experience in our industry and/or in an industry or industries that may be beneficial to us; |
Director Qualifications and Biographical Information
| (4) experience as a board member of another publicly-held company; |
Director Qualifications and Biographical Information
| (5) academic expertise in an area of our operations; |
Director Qualifications and Biographical Information
| (6) practical and mature business judgment, including ability to make independent analytical inquiries; and |
Director Qualifications and Biographical Information
| (7) any relationships, financial, professional or social in nature, that a candidate may have with members of management or other board members in so far as they may affect the independence of such candidate. |
Director Qualifications and Biographical Information
Consideration of Board Diversity. Our Corporate Governance Guidelines provide that, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance Committee will ensure that the initial list from which new directors are chosen (the “Initial List”) includes (but need not be limited to) qualified candidates reflecting a diversity of race, ethnicity and gender (and any third-party consultant requested to furnish an Initial List will be asked to include such candidates).
Director Qualifications and Biographical Information
| 26 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
The Nominating and Corporate Governance Committee and our Board believe that diversity with respect to viewpoint, skills and experience should be an important factor in board composition. The Nominating and Corporate Governance Committee and our Board discuss diversity considerations in connection with each potential nominee, as well as on a periodic basis in connection with the composition of our Board as a whole. The Nominating and Corporate Governance Committee and our Board do not assign specific weight to particular factors, and no particular factor is a prerequisite for each prospective nominee. The Nominating and Corporate Governance Committee and our Board believe that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of our Board and Board refreshment objectives. Board Refreshment Board refreshment over time assists the Board in maintaining an appropriate balance of tenure, experience, skills and new ideas needed to provide effective oversight in light of the Company’s current and future strategic needs. The Company benefits when there is a mix of directors with a history of service with the Company and newer directors who bring a fresh perspective and new ideas. Stockholder Recommendations and Board Nominations Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to our principal office, 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, Attn: Scott H. Carter, Secretary. Assuming that appropriate biographical and background material has been provided on a timely basis, our Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next Annual Meeting. Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of our Nominating and Corporate Governance Committee or Board, by following the procedures set forth below under “Other Information—Stockholder Proposals.” Stockholder Power to Amend Bylaws The Company’s bylaws provide stockholders with the power to amend the Company’s bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a binding proposal that is properly submitted by stockholders for approval at a duly called annual or special meeting of stockholders. Anti-Hedging Policy Our Anti-Hedging Policy prohibits any director, officer or employee of FSP, or family member of any of the foregoing who share the same address as, or are financially dependent on, any of the foregoing, or any other person who shares the same address as any of the foregoing, other than a tenant or employee, and including any and all corporations, partnerships, trusts or other entities owned or controlled by any of the foregoing, from engaging in short sales of Company securities, including short sales “against the box”, or purchases or sales of puts or calls involving Company securities.
Director Qualifications and Biographical Information
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 27 |
Director Qualifications and Biographical Information
Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase and sale of Company securities by our directors, officers, employees, and other covered persons. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE American listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Code of Business Conduct and Ethics Franklin Street Properties is committed to establishing and maintaining an effective ethics and compliance program that is intended to increase the likelihood of preventing, detecting, and correcting ethical lapses and violations of law or Company policy. The Company has adopted a Code of Business Conduct and Ethics (the “Code”) which applies to all officers and employees, as well as to our Board. The Code is available on the Company’s website at http://www.fspreit.com under the heading “Investor Relations” and then under the subheading “Governance Documents” under “Corporate Information.” We will disclose amendments to, or waivers of our Code that are required to be disclosed under the securities rules, by posting such information on the Company’s website, www.fspreit.com. Any waiver of our Code for directors or executive officers must be approved by the Board. The Company did not grant any such waivers during 2025 and does not anticipate granting any such waivers during 2026. Compensation Committee Interlocks and Insider Participation During the fiscal year ended December 31, 2025, Georgia Murray, Jennifer Bitterman, John N. Burke, Brian N. Hansen (prior to his departure from the Board upon expiration of his term at the 2025 Annual Meeting), Bruce J. Schanzer (prior to his resignation from the Board on October 9, 2025) and Milton P. Wilkins, Jr. served as members of the Compensation Committee. No executive officer of Franklin Street Properties has served as a director or member of the Compensation Committee (or other committee serving an equivalent function, or in the absence of any such committee, the entire board of directors) of any other entity that has one of its executive officers serving or having served as a member of our Board or Compensation Committee.
Director Qualifications and Biographical Information
| 28 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Director Qualifications and Biographical Information
The Compensation Committee of the Board is responsible for reviewing and recommending to the Board the form and amount of compensation for our non-employee directors. Since May 2024, we have had the following compensation program for non-employee directors:
Director Qualifications and Biographical Information
| Non-employee Director Compensation | | | Annual Cash Retainer | $30,000 | | Additional Annual Cash Retainer – Lead Independent Director | $7,500 | | Additional Annual Cash Retainer – Chair of the Audit Committee | $7,500 | | Additional Annual Cash Retainer – Chair of the Compensation Committee | $5,000 | | Additional Annual Cash Retainer – Chair of the Nominating and Corporate Governance Committee | $5,000 | | Annual Grant of FSP Common Stock (1) | $45,000 |
Director Qualifications and Biographical Information
| | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | Non-Equity | and Nonqualified | | | | | Fees earned | Stock | | Incentive Plan | Deferred | All Other | | | | or paid in | Awards | Option | Compensation | Compensation | Compensation | | | Name | cash ($) | ($) (1) | Awards ($) | ($) | Earnings | ($) | Total ($) | | John N. Burke | $37,500 | $45,000 | N/A | N/A | N/A | N/A | $82,500 | | Brian N. Hansen (2) | $7,079 | N/A | N/A | N/A | N/A | N/A | $7,079 | | Kenneth A. Hoxsie (3) | $8,750 | N/A | N/A | N/A | N/A | N/A | $8,750 | | Dennis J. McGillicuddy | $33,750 | $45,000 | N/A | N/A | N/A | N/A | $78,750 | | Georgia Murray | $37,500 | $45,000 | N/A | N/A | N/A | N/A | $82,500 | | Jennifer Bitterman (4) | $10,000 | N/A | N/A | N/A | N/A | N/A | $10,000 | | Bruce J. Schanzer (5) | $22,500 | $45,000 | N/A | N/A | N/A | N/A | $67,500 | | Milton P. Wilkins, Jr. | $33,967 | $45,000 | N/A | N/A | N/A | N/A | $78,967 |
PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION
| • | None of our executive officers has an employment agreement. |
PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION
| • | Except in the case of a change-in-control of Franklin Street Properties, we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment. |
PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION
| • | We do not offer stock options, restricted stock awards, deferred compensation, non-equity incentive plan compensation or perquisites, which we believe keeps our compensation simple and straightforward. |
Overview
Overview It is critical that we be able to attract, motivate and retain highly talented individuals at all levels of the organization. We believe that compensation levels should be competitive enough to attract and retain experienced and capable leaders and motivate those individuals to achieve exceptional results and reward them for being instrumental in reaching our strategic goals. At the same time, we believe in simplicity and maintaining compensation at responsible levels. For 2025, the compensation of executives consisted of the same four components as were provided to all of our employees: (1) base salary; (2) the potential for a cash bonus; (3) matching for individual 401(k) plan contributions; and (4) the potential for a payment or payments under our change-in-control program. Although our executives are eligible to be granted awards of Common Stock under our 2002 stock incentive plan, we have not made any awards to executives under the plan since our initial listing on the American Stock Exchange (now NYSE American) in June 2005. In addition, we do not offer stock options, restricted stock awards, deferred compensation, non-equity incentive plan compensation or perquisites. None of our employees have employment agreements and, except for the Chief Executive Officer, we do not have any policies that require any of our employees to own our Common Stock. Pursuant to our Corporate Governance Guidelines, the Chief Executive Officer is required to own shares of Common Stock valued at six times his base salary. Our executive officers consist of the Chief Executive Officer, the Chief Financial Officer, the President and Chief Investment Officer, the General Counsel, the President of FSP Property Management LLC and the Chief Operating Officer. For the fiscal year ended December 31, 2025, our Named Executive Officers were George J. Carter, our Chief Executive Officer; John G. Demeritt, our Executive Vice President, Chief Financial Officer and Treasurer; Jeffrey B. Carter, our President and Chief Investment Officer; Scott H. Carter, our Executive Vice President, General Counsel and Secretary; and John F. Donahue, Executive Vice President and President of FSP Property Management LLC. We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on Franklin Street Properties.
The objectives of our executive compensation programs
| • | Compensation should reward performance. Our compensation programs should deliver competitive compensation for excellent individual and corporate performance. Similarly, our compensation programs should deliver less compensation, including the possibility of no cash bonus, in the event that individual and/or corporate performance fall short of expectations. |
Each element of compensation and why we choose to pay each element
| (b) Cash Bonus |
Each element of compensation and why we choose to pay each element
| (d) Change-in-Control Program |
Each element of compensation and why we choose to pay each element
Except in the case of a change-in-control of Franklin Street Properties, we are not obligated to pay severance or other enhanced benefits to Named Executive Officers upon termination of their employment. In February 2006, we adopted a change-in-control program for all our employees, including our executive officers. The program was adopted in response to merger and consolidation activity within the real estate/real estate investment trust industry and is intended to preserve employee morale and productivity and encourage retention in the event of an actual or rumored change-in-control of Franklin Street Properties. The program is also intended to align employee and shareholder interests by enabling employees to consider corporate transactions that are in the best interests of the shareholders and other constituents of Franklin Street Properties without undue concern over whether the transaction or transactions may jeopardize the employee’s own employment. Although there are some differences in payment amounts depending on the employee’s job level, the basic elements of the program are comparable for all employees:
Each element of compensation and why we choose to pay each element
| • | The triggering event for both components is a change-in-control of Franklin Street Properties. A change-in-control of Franklin Street Properties, as defined in the plan, generally refers to a change in ownership or effective control of Franklin Street Properties or a change in ownership of a substantial portion of the assets of Franklin Street Properties. |
Each element of compensation and why we choose to pay each element
| • | Under the retention agreement component of the program, employees would receive a payment as soon as practicable following the closing of the change-in-control, but in no event more than thirty days following the closing of the change-in-control. Executive officers would receive payments equal to three years of their base salaries plus a bonus opportunity payment equal to three years of their base salaries. For purposes of the retention agreement component of the program, base salary refers to the base salary of the employee in effect at the time of the closing of the change-in-control. Payments under the retention agreements are subject to a possible reduction, if any, after the tax consequences of the payment are determined. |
Each element of compensation and why we choose to pay each element
| • | Under the discretionary plan component of the program, immediately prior to the closing of the change-in-control, our Board of Directors may (but is not obligated to) establish a discretionary pool of funds equal to 1% of the market capitalization of Franklin Street Properties immediately prior to the closing of the change-in-control less the total amount of payments to all employees under the retention agreement component of the program. Our Board of Directors would have complete discretion to award all, a portion or none of the discretionary plan pool of funds to any employees of Franklin Street Properties, including the executive officers. Payments under the discretionary plan component are subject to a possible reduction, if any, after the tax consequences of the payment are determined. |
Each element of compensation and why we choose to pay each element
| (e) Awards of Common Stock under our 2002 Stock Incentive Plan |
How each element and our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements
| (b) Cash Bonus |
How each element and our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements
| (d) Change-in-Control Program |
How each element and our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements
| (e) Awards of Common Stock under our 2002 Stock Incentive Plan |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| | | | | | | | Change in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | Stock | Option | Incentive Plan | Deferred | All Other | | | Name and Principal | | | | Awards | Awards | Compensation | Compensation | Compensation | | | Position | Year | Salary ($) | Bonus ($) | ($) | ($) | ($) | Earnings | ($) (1) | Total ($) | | George J. Carter, | 2025 | $300,000 | $0 | N/A | N/A | N/A | N/A | $6,000 | $306,000 | | Chief Executive Officer | 2024 | $300,000 | $0 | N/A | N/A | N/A | N/A | $6,000 | $306,000 | | (PEO) | 2023 | $300,000 | $0 | N/A | N/A | N/A | N/A | $6,000 | $306,000 | | John G. Demeritt, | 2025 | $332,177 | $257,816 | N/A | N/A | N/A | N/A | $6,000 | $595,993 | | Executive Vice President, | 2024 | $313,355 | $323,520 | N/A | N/A | N/A | N/A | $6,000 | $642,875 | | Chief Financial Officer and | 2023 | $304,074 | $404,400 | N/A | N/A | N/A | N/A | $6,000 | $714,474 | | Treasurer (PFO) | | | | | | | | | | | Jeffrey B. Carter, | 2025 | $332,718 | $255,216 | N/A | N/A | N/A | N/A | $0 | $587,934 | | President and Chief | 2024 | $313,866 | $321,520 | N/A | N/A | N/A | N/A | $6,000 | $641,386 | | Investment Officer | 2023 | $304,569 | $401,900 | N/A | N/A | N/A | N/A | $6,000 | $712,469 | | Scott H. Carter, | 2025 | $288,930 | $255,680 | N/A | N/A | N/A | N/A | $0 | $544,610 | | Executive Vice President, | 2024 | $272,558 | $319,600 | N/A | N/A | N/A | N/A | $6,000 | $598,158 | | General Counsel and | 2023 | $264,486 | $399,500 | N/A | N/A | N/A | N/A | $6,000 | $669,986 | | Secretary | | | | | | | | | | | John F. Donahue, | 2025 | $280,623 | $257,592 | N/A | N/A | N/A | N/A | $6,000 | $544,215 | | Executive Vice President | 2024 | $264,723 | $318,240 | N/A | N/A | N/A | N/A | $6,000 | $588,963 | | and President of FSP | 2023 | $256,882 | $397,800 | N/A | N/A | N/A | N/A | $6,000 | $660,682 | | Property Management LLC | | | | | | | | | |
SUMMARY COMPENSATION TABLE
NOTE
SUMMARY COMPENSATION TABLE
| (1) Consists of a 401(k) match from Franklin Street Properties. For additional information, please refer to the discussion included above under the heading – “Compensation Discussion and Analysis – Each element of compensation and why we choose to pay each element – (c) 401(k) Matching.” |
SUMMARY COMPENSATION TABLE
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 41 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In February 2006, we adopted a change-in-control program for all our employees, including our executive officers. We adopted the program in response to merger and consolidation activity within the real estate/real estate investment trust industry, to preserve employee morale and productivity and to encourage retention in the event of an actual or rumored change-in-control of the Company. The program is also intended to align employee and shareholder interests by enabling employees to consider corporate transactions that are in the best interests of the shareholders and other constituents of the Company without undue concern over whether the transaction or transactions may jeopardize the employee’s own employment. For an overview of our change-in-control program, please refer to the discussion included under the heading “Compensation Discussion and Analysis – Each element of compensation and why we choose to pay each element – (d) Change-in-Control Program.” Assuming that the closing of a change-in-control occurred on December 31, 2025, our Named Executive Officers would be entitled to payment of the following amounts under the retention agreement component of our change-in-control program:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Potential Payment due under | | Name and Principal Position | the Retention Agreement | | George J. Carter, Chief Executive Officer (PEO) | N/A(1) | | John G. Demeritt, Executive Vice President, Chief Financial Officer and Treasurer (PFO) | $1,993,062(2) | | Jeffrey B. Carter, President and Chief Investment Officer | $1,996,308(2) | | Scott H. Carter, Executive Vice President, General Counsel and Secretary | $1,733,580(2) | | John F. Donahue, Executive Vice President and President of FSP Property Management LLC | $1,683,738(2) | | TOTAL | $7,406,688 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
NOTES
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) George J. Carter has voluntarily elected not to participate in the retention agreement component of our change-in-control program. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) These are lump-sum payments equal to three years of base salaries plus a bonus opportunity payment equal to three years of base salaries. The payment amounts are subject to a possible reduction, if any, after the tax consequences are determined. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Under the discretionary plan component of our change-in-control program, our Board of Directors has the right, but not the obligation, to establish a discretionary pool of funds equal to 1% of our market capitalization immediately prior to the closing of the change-in-control. On December 31, 2025, there were 103,690,340 shares of our Common Stock outstanding and the closing price per share of our Common Stock was $0.95. Accordingly, on December 31, 2025, our market capitalization was $98,505,823, and 1% of our market capitalization equaled $985,058. Because the total amount of payments due and payable to all of our employees (including our Named Executive Officers) under the retention agreement component of our change-in-control program at December 31, 2025 exceeded 1% of our market capitalization at December 31, 2025, no funds would have been available for our Board of Directors to award under the discretionary plan component of our change-in-control program at December 31, 2025. As is the case with the retention agreement component of our change-in-control program, any payments under the discretionary plan component are subject to a possible reduction, if any, after the tax consequences are determined.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 43 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC’s pay versus performance rules and certain performance measures required by such rules.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | FSP's Total Stockholder Return | Peer Group Total Stockholder Return (2) | Net Income | Net Debt (3) | | 2025 | $306,000 | $306,000 | $568,188 | $568,188 | $27.33 | $81.15 | ($44,960,000) | $218,346,000 | | 2024 | $306,000 | $306,000 | $617,846 | $617,846 | $51.57 | $94.35 | ($52,723,000) | $207,649,000 | | 2023 | $306,000 | $306,000 | $689,403 | $689,403 | $70.63 | $77.65 | ($48,110,000) | $277,120,000 | | 2022 | $306,000 | $306,000 | $683,601 | $683,601 | $73.59 | $76.10 | $1,094,000 | $406,368,000 | | 2021 | $806,000 | $806,000 | $759,488 | $759,488 | $154.22 | $122.00 | $92,717,000 | $434,249,000 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) For all years, Mr. George J. Carter served as our PEO and Mr. John G. Demeritt, Mr. Jeffrey B. Carter, Mr. Scott H. Carter and Mr. John F. Donahue served as the Other NEOs. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) For all years, the peer group is the FTSE NAREIT Equity Office Index. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) While our Compensation Committee employs a subjective approach to the consideration of various measures of corporate performance, for 2025, the Company identified net debt as the most important financial performance measure used to link the compensation actually paid to the PEO and the Other NEOs for 2025 to the Company’s performance. Net debt is a non-GAAP financial measure. See Appendix A for additional information regarding net debt and a reconciliation of net debt to its most directly comparable GAAP financial measure. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table lists the seven most important financial performance measures used by the Company to link compensation actually paid to the PEO and the Other NEOs in 2025 to the Company’s performance:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Net debt | | Debt repaid | | Gross proceeds from property dispositions | | Amount (and terms) of space leased | | Funds from operations (FFO) | | Total stockholder return | | Estimated net asset value |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the 2025 Summary Compensation Table and related disclosures appropriately reward our PEO and the Other NEOs for Company and individual performance and assist the Company in retaining our senior leadership team.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 44 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following charts demonstrate the relationship between compensation actually paid to our PEO and average compensation paid to the Other NEOs as compared to our cumulative total stockholder return (“TSR”), net income and net debt, as well as the relationship between TSR and peer group TSR, for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Relationship Between Compensation Actually Paid and Performance Measures
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 45 |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE Pursuant to applicable SEC rules, presented below is a reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. We determined our median employee based on annual total compensation, consisting of salary, bonus and 401(k) match, actually paid for 2025 performance(1) to each of our 27 employees (excluding the Chief Executive Officer) as of December 31, 2025. The annual total compensation of our median employee (excluding the Chief Executive Officer) for 2025(1) was $216,057. As disclosed in the Summary Compensation Table appearing on page 41, our Chief Executive Officer’s annual total compensation for 2025 was $306,000. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 1.42 to 1. NOTE
PAY RATIO DISCLOSURE
| (1) For certain employees, bonuses for 2025 performance were paid in January or February 2026. |
PAY RATIO DISCLOSURE
| 46 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |
PAY RATIO DISCLOSURE
The following table sets forth the beneficial ownership of Common Stock of Franklin Street Properties as of March 3, 2026 by each director or nominee for director, by each of the Named Executive Officers named in the Summary Compensation Table herein, by each person or entity known by us to own beneficially more than 5% of Common Stock, and by all current directors and executive officers as a group.
PAY RATIO DISCLOSURE
| | Number of Shares Beneficially Owned (1) | Percentage of Outstanding Common Stock (2) | | Named Executive Officers and Directors | | | | Dennis J. McGillicuddy (3) | 3,583,689 | 3.46% | | George J. Carter (4) | 1,008,531 | * | | Georgia Murray (5) | 155,641 | * | | John N. Burke | 147,325 | * | | Milton P. Wilkins, Jr. | 87,248 | * | | John G. Demeritt | 42,000 | * | | Jeffrey B. Carter (6) | 39,705 | * | | Scott H. Carter (7) | 3,550 | * | | John F. Donahue | 1,000 | * | | Jennifer Bitterman | — | * | | All current directors and executive officers as a group (11 persons) | 5,074,989 | 4.89% | | 5% Beneficial Owners | | | | Private Management Group, Inc. (8) | 9,228,820 | 8.90% | | Newtyn Management, LLC (9) | 7,150,000 | 6.90% | | BlackRock, Inc. (10) | 6,846,300 | 6.60% | | Converium Capital Inc. (11) | 6,506,414 | 6.27% | | Bank of America Corporation (12) | 5,192,758 | 5.01% |
PAY RATIO DISCLOSURE
| * Less than 1%. |
PAY RATIO DISCLOSURE
| (1) We do not have any outstanding stock options or other securities exercisable or convertible into common stock. Each person has sole investment and voting power with respect to the shares indicated as beneficially owned, except as otherwise noted. The inclusion herein of shares as beneficially owned does not constitute an admission of beneficial ownership. All share amounts reported have been rounded to the nearest whole share. |
PAY RATIO DISCLOSURE
| (2) Based upon 103,690,340 shares outstanding as of March 3, 2026. |
PAY RATIO DISCLOSURE
| (3) Consists of (i) 3,446,136 shares held by McGillicuddy Investments Limited Partnership III, or MILP III, (ii) 8,946 shares held by various trusts for Mr. McGillicuddy’s grandchildren, of which Mr. McGillicuddy’s spouse is a trustee, (iii) 14,091 shares held by Mr. McGillicuddy’s spouse, and (iv) 114,516 shares held by Mr. McGillicuddy. Mr. McGillicuddy disclaims beneficial ownership of those shares held for the benefit of his spouse, those held by trusts for his grandchildren, and those held by MILP III. Mr. McGillicuddy and his wife own all of the limited partnership interest in MILP III. Mr. McGillicuddy has shared dispositive power and no voting power over the shares held by MILP III. Excludes 404,499 shares held by the McGillicuddy FLP Irrevocable Trust of 2003, of which Mr. McGillicuddy’s son is trustee and has sole investment and voting power over the shares. Mr. McGillicuddy has placed 2,860,227 shares of his common stock in a broker’s margin/line of credit account. |
PAY RATIO DISCLOSURE
| FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT | 47 |
PAY RATIO DISCLOSURE
| (4) Includes 945,531 shares held by Mr. Carter and his spouse, Judith I. Carter, with whom Mr. Carter shares investment and voting power. |
PAY RATIO DISCLOSURE
| (5) Includes 68,393 shares held by Ms. Murray and her spouse, Mark Maloney, with whom Ms. Murray shares investment and voting power. |
PAY RATIO DISCLOSURE
| (6) Includes 4,580 shares held by Mr. Carter and his spouse, Brette Carter, with whom Mr. Carter shares investment and voting power. |
PAY RATIO DISCLOSURE
| (7) Includes 550 shares held by Mr. Carter and his spouse, Cristie Carter, with whom Mr. Carter shares investment and voting power. |
PAY RATIO DISCLOSURE
| (8) Based solely on information set forth in a Schedule 13G/A filed with the SEC on November 5, 2024 by Private Management Group, Inc., reporting sole power to vote or direct the vote over 9,228,820 shares and sole power to dispose or direct the disposition of 9,228,820 shares. The address of Private Management Group, Inc. is 15635 Alton Parkway, Suite 400, Irvine, CA 92618. |
PAY RATIO DISCLOSURE
| (9) Based solely on information set forth in a Schedule 13G filed with the SEC on November 14, 2024 by Newtyn Management, LLC. Newtyn Management, LLC is the investment manager to Newtyn TE Partners, LP, a Delaware limited partnership (“NTE”) and Newtyn Partners, LP, a Delaware limited partnership (“NP”). As of September 30, 2024, NTE held 4,390,100 shares of Common Stock and NP held 2,759,900 shares of Common Stock. Newtyn Management, LLC, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. The address of Newtyn Management, LLC is 60 East 42nd Street, 9th Floor, New York, NY 10165. |
PAY RATIO DISCLOSURE
| (10) Based solely on information set forth in a Schedule 13G filed with the SEC on November 8, 2024 by BlackRock, Inc., reporting sole power to vote or direct the vote over 6,766,394 shares and sole power to dispose or direct the disposition of 6,846,300 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
PAY RATIO DISCLOSURE
| (11) Based solely on information set forth in a Schedule 13D/A filed with the SEC on October 15, 2025 by Converium Capital Inc. and Aaron Stern, reporting shared power to vote or direct the vote of over 6,506,414 shares and shared power to dispose or direct the disposition of 6,506,414 shares. The address of Converium Capital Inc. and Mr. Stern is 1250, boul. Rene-Levesque Ouest, Suite 4030, Montreal, Quebec H3B 4W8. |
PAY RATIO DISCLOSURE
| (12) Based solely on information set forth in Schedule 13G/A filed with the SEC on February 11, 2026 by Bank of America Corporation, reporting shared power to vote or direct the vote over 5,192,008 shares and shared power to dispose or direct the disposition of 5,192,758 shares. The address of Bank of America Corporation is 100 N Tryon Street, Charlotte, North Carolina 28255. |
PAY RATIO DISCLOSURE
| 48 | FRANKLIN STREET PROPERTIES CORP. | 2026 PROXY STATEMENT |