Diversified Healthcare Trust DEF 14A, filed Apr 20, 2023
Diversified Healthcare Trust (DHC)
DEF 14A
2023-04-20
View Original
Added on
June 12, 2026
About this DEF 14A
Diversified Healthcare Trust filed this DEF 14A on April 20, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §.240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Notice of 2023 Annual Meeting
of Shareholders and Proxy Statement
of Shareholders and Proxy Statement
Monday, June 5, 2023 at 9:30 a.m., Eastern time
Live Webcast Accessible at
https://www.viewproxy.com/DiversifiedHealthcareTrust/2023
https://www.viewproxy.com/DiversifiedHealthcareTrust/2023
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2023 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m., on Monday, June 5, 2023. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.
2022 was a year of recovery for DHC as we executed on our plan to deploy capital across our portfolio and support our operators as they implemented recovery strategies in our senior living communities. All of our operators have successfully grown occupancy and revenue during the year while working diligently to battle inflationary pressures that are impacting operating expenses. At our managed communities, occupancy improved 380 basis points year over year to 76.3%. Renovations were completed at 36 of our communities in 2022.
In our office portfolio, full year rental income increased by 2.4% in our same store office portfolio from the prior year. This was largely attributable to a 7.2% rollup in rents. Our office portfolio remains stable with high utilization, as we ended the year 90.0% occupied in our same property portfolio.
In 2022, we also increased our liquidity by selling additional joint venture interests in our office portfolio, for aggregate proceeds of over $761 million. We used these proceeds to redeem $500 million of 9.75% senior notes due in 2025. We also amended our credit facility to provide covenant relief as our senior living portfolio continues to recover from the negative impact of the COVID-19 pandemic and extended the maturity date to 2024.
We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for stability and recovery. We take seriously our role in the oversight of our Company’s long term business strategy, which we believe is the best path to long term value creation for our shareholders.
We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.
April 20, 2023
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Jennifer F. Francis
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| | David A. Pierce | |
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John L. Harrington
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Adam D. Portnoy
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Lisa Harris Jones
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Jeffrey P. Somers
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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS OF DIVERSIFIED HEALTHCARE TRUST
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Location:
Live Webcast Accessible at
https://www.viewproxy.com/ DiversifiedHealthcareTrust/ 2023
Date:
Monday, June 5, 2023
Time:
9:30 a.m., Eastern time
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Agenda:
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Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees;
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Advisory vote to approve executive compensation;
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Advisory vote on the frequency of future advisory votes to approve our executive compensation;
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Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2023 fiscal year; and
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Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
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Record Date: You can vote if you were a shareholder of record as of the close of business on April 17, 2023 (the “Record Date”).
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Attending Our 2023 Annual Meeting: To provide all of our shareholders across the United States and abroad an opportunity to participate in our 2023 Annual Meeting, our 2023 Annual Meeting will be a completely virtual meeting of shareholders which will be conducted exclusively by webcast. No physical meeting will be held.
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Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2023 Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/DiversifiedHealthcareTrust/2023. Please have the control number located on your proxy card or voting information form available.
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Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend our 2023 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at our 2023 Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of our 2023 Annual Meeting to ensure that all documentation and verifications are in order.
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Please see the accompanying Proxy Statement for additional information.
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By Order of our Board of Trustees,
Jennifer B. Clark
Secretary
April 20, 2023
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TABLE OF CONTENTS
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PROXY STATEMENT
The Board of Trustees (our “Board”) of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2023 annual meeting of shareholders. To provide all of our shareholders across the United States and abroad an opportunity to participate in our annual meeting, our annual meeting will be held virtually via live webcast on Monday, June 5, 2023, at 9:30 a.m., Eastern time, subject to any adjournments or postponements thereof (the “2023 Annual Meeting”). We are first making these proxy materials available to shareholders on or about April 20, 2023.
Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on April 17, 2023, the record date for our 2023 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on April 17, 2023, there were approximately 239,682,467 Common Shares issued and outstanding.
The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR
2023 ANNUAL MEETING TO BE HELD ON MONDAY, JUNE 5, 2023. |
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The Notice of 2023 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.
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PLEASE VOTE
Please vote to play a part in our future. Nasdaq rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.
PROPOSALS THAT REQUIRE YOUR VOTE
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PROPOSAL
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MORE
INFORMATION |
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BOARD
RECOMMENDATION |
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VOTES REQUIRED
FOR APPROVAL |
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1
Election of Trustees
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Page 23
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✓ FOR
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Plurality of all
votes cast* |
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2
Advisory vote to approve executive compensation**
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Page 39
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✓ FOR
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Majority of all
votes cast |
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Advisory vote on the frequency of future advisory votes to approve executive compensation**
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Page 52
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EVERY YEAR
(“1 Year” on proxy card) |
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Majority of all
votes cast |
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4
Ratification of independent auditors**
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Page 53
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✓ FOR
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Majority of all
votes cast |
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Our Board has adopted a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.
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Non-binding advisory vote.
You can vote in advance in one of three ways:
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via the internet
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Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on June 4, 2023 to authorize a proxy VIA THE INTERNET.
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by phone
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Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on June 4, 2023 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
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by mail
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Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.
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If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.
PLEASE VISIT: www.proxyvote.com
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To review and download easy to read versions of our Proxy Statement and Annual Report.
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To sign up for future electronic delivery to reduce the impact on the environment.
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2023 Proxy Statement
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PROXY SUMMARY
This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
ELIGIBILITY TO VOTE
You can vote if you were a shareholder of record at the close of business on April 17, 2023, the record date for our 2023 Annual Meeting.
HOW TO CAST YOUR VOTE (Page 1)
You can vote by any of the following methods:
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By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.
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By Written Proxy. All shareholders of record also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.
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Electronically at our 2023 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2023 Annual Meeting if they have a legal proxy.
CORPORATE GOVERNANCE PRINCIPLES (Page 4)
We endeavor to observe and implement best practices in our corporate governance.
SUSTAINABILITY (Page 6)
We have a long-standing commitment to our shareholders and other stakeholders to conduct our business in an environmentally and socially responsible manner.
VOTING (Page 1, 23, 39, 52 & 53)
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PROPOSAL
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BOARD RECOMMENDATION
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VOTES REQUIRED
FOR APPROVAL |
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1
Election of Trustees
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✓ FOR
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Plurality of all
votes cast* |
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2
Advisory vote to approve executive compensation**
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✓ FOR
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Majority of all
votes cast |
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3
Advisory vote on the frequency of future advisory votes to approve executive compensation**
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EVERY YEAR
(“1 Year” on proxy card) |
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Majority of all
votes cast |
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4
Ratification of independent auditors**
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✓ FOR
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Majority of all
votes cast |
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Our Board has adopted a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.
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Non-binding advisory vote.
With respect to Proposal 1, you may vote “FOR” or “WITHHOLD” with respect to each nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 4. You may vote “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN” on Proposal 3.
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2023 Proxy Statement
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PROPOSAL 1: ELECTION OF TRUSTEES (Page 23)
Upon the recommendation of our Nominating and Governance Committee, our Board has nominated John L. Harrington, Lisa Harris Jones, Daniel F. LePage, David A. Pierce and Jeffrey P. Somers as Independent Trustees and Jennifer F. Francis and Adam D. Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2023 Annual Meeting, assuming the election of our Trustee nominees.
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NAME OF TRUSTEES
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INDEPENDENT
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COMMITTEE MEMBERSHIP
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| Jennifer F. Francis | | | | | | None | |
| John L. Harrington | | |
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Audit
Nominating and Governance (Chair)
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Audit
Compensation
Nominating and Governance
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| David A. Pierce | | |
✓
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Audit
Compensation
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| Jeffrey P. Somers | | |
✓
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Audit
Compensation (Chair)
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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 39)
COMPENSATION DISCUSSION AND ANALYSIS (Page 40)
Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC (“RMR”). Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION (Page 52)
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 53)
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2023 Proxy Statement
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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
Review of Corporate Governance Policies and Shareholder Engagement
Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with our shareholders, our Board continues to proactively evaluate our corporate governance principles. Based on these principles, over the past three years our Board:
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added two Independent Trustees to our Board and increased the size of our Board to seven members and the percentage of our Board comprised of Independent Trustees to 71%;
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amended our Declaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 Annual Meeting, a measure which was supported by more than 71% of our shareholders;
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conducted an annual shareholder outreach to all of our shareholders who hold 1% or more of our Common Shares;
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adopted new Environmental, Social and Governance (“ESG”) policies in connection with our efforts to lead a sustainable business and continue to improve our internal culture and the communities in which we operate;
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retained Korn Ferry, a leading executive search and consulting firm, to identify and vet candidates to expand and refresh our Board; and
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enhanced our compensation and sustainability disclosure and reporting in response to shareholder feedback.
This year, our Board continued to engage Korn Ferry to assist in board refreshment and expansion. We also conducted a shareholder outreach to all of our shareholders who hold 1% or more of our Common Shares and actively engaged with shareholders who hold 68% of our Common Shares.
We appreciate your support on these initiatives.
Board Composition, Expansion and Refreshment
We are currently governed by a seven member Board of Trustees, including five Independent Trustees and two Managing Trustees. In 2020, with the support of more than 71% of our shareholders, we amended our Declaration of Trust to declassify our Board. Beginning with our 2023 Annual Meeting, all Trustees will stand for election annually.
Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, have a variety of skills, professional experience and backgrounds and effectively represent the long term interests of our shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition. Our Board’s expansion and refreshment activities have increased the ratio of Independent Trustees to Managing Trustees, created more skill mix and diversity and ensured a smooth transition as Trustees retire from our Board. Our Nominating and Governance Committee and our Board have an ongoing engagement with Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:
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identifying and evaluating potential trustee candidates;
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creating an even playing field among candidates identified regardless of source;
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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and
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assisting in attracting and vetting candidates.
Process for Selecting Trustees
Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing
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2023 Proxy Statement
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engagement with Korn Ferry, which recommends candidates that satisfy our Board’s criteria. They also provide research and pertinent information regarding candidates, as requested.
ISG Corporate Governance Framework
We follow the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies, as summarized below:
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ISG Principle
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Our Practice
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Principle 1:
Boards are accountable to shareholders.
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We amended our Declaration of Trust to declassify our Board. Beginning this year, all of our Trustees will stand for election annually.
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We adopted a proxy access bylaw.
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We have a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.
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Principle 2:
Shareholders should be entitled to voting rights in proportion to their economic interest.
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We do not have a dual class structure; each shareholder gets one vote per share.
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Principle 3:
Boards should be responsive to shareholders and be proactive in order to understand their perspectives.
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In 2022, our proactive shareholder outreach extended to all of our shareholders who hold 1% or more of our Common Shares. We had active engagements with shareholders owning 68% of our Common Shares.
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Our engagement topics included the impact of the COVID-19 pandemic on our business, governance reform priorities, sustainability and social strategy, Board composition, leadership and refreshment, succession planning and executive compensation program disclosure.
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Principle 4:
Boards should have a strong, independent leadership structure.
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We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders.
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Our Board considers the appropriateness of its leadership structure at least annually.
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We have strong Independent Committee Chairs.
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2023 Proxy Statement
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ISG Principle
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Our Practice
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Principle 5:
Boards should adopt structures and practices that enhance their effectiveness.
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71% of Board members are independent.
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Our Board includes members of underrepresented communities and is comprised of 29% women and 14% African American.
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We have an active Board refreshment plan, including an ongoing engagement with an executive search and consulting firm to identify and evaluate candidates to expand and refresh our Board; four new Board members have joined our Board in the last six years.
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Our Trustees then in office attended at least 75% of all Board and applicable committee meetings in 2022, and each of our Trustees then in office attended the 2022 annual meeting of shareholders.
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Principle 6:
Boards should develop management incentive structures that are aligned with the long term strategy of the company.
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Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies.
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Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted the Amended and Restated 2012 Equity Compensation Plan (the “Share Award Plan”) to reward our named executive officers and other employees of RMR who provide services to us and to align their interests with those of our shareholders.
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RMR’s compensation is tied to our performance.
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Shareholder Engagement and Outreach
We conduct shareholder outreach throughout the year to engage with shareholders on issues important to them. Our Board receives reports on this engagement as well as any specific issues to be addressed.
Sustainability
Overview. Our business strategy for our life science and medical office portfolio (our “Office Portfolio”) incorporates a focus on sustainable approaches to operating these properties in a manner that benefits our shareholders, tenants and the communities in which we are located. We seek to operate those properties in ways that improve the economic performance of their operations, while simultaneously ensuring tenant comfort and safety and managing energy and water consumption, as well as greenhouse gas emissions.
Our strategy for our senior housing operating portfolio (“SHOP”) is to work with our SHOP managers, to prioritize the safety and well-being of our residents, while also seeking to maximize the operating efficiencies of our senior living communities.
Our environmental, social and governance initiatives for our Office Portfolio are primarily implemented by our manager, RMR, and for our SHOP, by our operators, including Five Star Senior Living (“Five Star”), an operating division of AlerisLife Inc. (“ALR”), and focus on a complementary set of objectives, including the following:
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2023 Proxy Statement
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Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. During the acquisition of properties, RMR assesses, among other things, environmental sustainability opportunities and physical and policy driven climate related risks as part of the due diligence process.
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Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing greenhouse gas emissions, energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties’ competitive position. As a result of these ongoing efforts RMR has helped in generating the following portfolio-wide achievements for our Office Portfolio:
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Certifying more than 2.1 million square feet across 22 properties through the Environmental Protection Agency’s (“EPA”) ENERGY STAR® program, representing 31% of ENERGY STAR certification-eligible square feet;
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Benchmarking 3.9 million square feet across 56 properties, using the EPA’s ENERGY STAR® Portfolio Manager tool;
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Our ownership of 1.1 million square feet of Leadership in Energy and Environmental Design (“LEED”) certified properties, a certification program by the U.S. Green Building Council that recognizes performance in location and planning, sustainable site development, water savings, energy efficiency, materials selection, waste reduction, indoor environmental quality, innovative strategies and attention to priority regional issues. 878,006 square feet are certified to a LEED Gold level; and
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Earning recognition as a Gold-Level 2022 Green Lease Leader by the U.S. Department of Energy’s Better Buildings Alliance and the Institute for Market Transformation for leasing activities that include lease clauses that promote energy efficiency and increased collaboration between tenant and landlord aiming to reduce the carbon footprint and operating costs of our properties.
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Quality of the Resident Experience in our SHOP properties: Our operators provide comprehensive resident enrichment programs and memory care programming designed to provide our memory care residents fulfilling lives and positive experiences at our communities.
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Certifying more than 958,000 square feet of SHOP properties through the EPA ENERGY STAR® program.
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Investments in Human Capital: We have no employees of our own. We rely on our manager, RMR, to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment.
RMR
RMR employs approximately 600 real estate professionals across the United States. In 2022, RMR was recognized by The Boston Globe for the third consecutive year as one of The Top Places to Work in Massachusetts in the Large Employers category and by the EPA as an “ENERGY STAR Partner of the Year, Sustained Excellence.” In 2021, RMR received the Excellence Award from the Institute of Real Estate Management. In 2020, RMR was recognized by the Boston Business Journal as the “Fastest Growing Middle Market Company in Massachusetts,” and by Commercial Property Executive as 9th in its list of Top Commercial Property Management Companies.
RMR’s recruiting programs, on-boarding, retention programs and its development and training programs currently include the following:
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LiveWell Employee Wellness Program: RMR’s LiveWell program has steadily gained traction since it was launched in 2016 with the goal of providing resources and incentives to enhance employees’ physical, emotional and financial wellness. LiveWell includes a range of educational presentations, webinar series and wellness competitions.
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Managing with Impact: Since 2016, RMR hosted Managing with Impact workshops for managers throughout the company to expand their perspectives and increase their confidence as a new manager. Within their first year, managers complete the workshop and learn how to effectively delegate, solve problems and give meaningful performance feedback.
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2023 Proxy Statement
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Tuition Reimbursement Program: RMR offers tuition assistance up to $20,000 annually for work-related education from accredited colleges and universities in order to deepen employees’ skillsets and support personal enrichment.
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Accelerated Women in Leadership Program: RMR’s Accelerated Women in Leadership Program (“AWLP”) is a targeted learning experience that helps women strengthen and leverage their contribution and impact as professionals and leaders. Participants explore a variety of topics that help them manage biases that can be limiting, strengthen their executive presence, influence and negotiate more effectively, and integrate work and home life. Starting in 2020, a cohort of women professionals participate in AWLP.
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Analyst Conversion Program: RMR’s Analyst Conversion Program is designed to attract new talent to our industry who otherwise may not have thought of real estate as a career path. The program echos RMR’s belief that a great first step toward a successful and lasting career in real estate is an analyst role and that it can increase the diversity in its talent pipeline with outreach to students who are members of groups traditionally underrepresented in real estate by gender, race and ethnicity.
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Next Generation Executive Program: In 2021 and 2022, RMR sponsored three rising leaders in The Partnership, Inc.’s Next Generation Executive Program (“NGE”). Admission to NGE is highly competitive and limited to a select group of America’s most promising multicultural leaders. The program prepares future leaders to meet the unique challenges facing today’s senior executive. Program areas include strategic innovation, organizational change, operating in a global market, team leadership and executive resiliency.
RMR also prioritizes on-going education and training for all employees across their organization as follows:
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Engineering Development Program: Given the increasing challenges within the real estate industry of attracting a qualified and diverse pool of engineers throughout the country, RMR made it a strategic focus to develop the next generation of qualified building engineers. RMR’s Engineering Development Program standardizes the recruitment and development of engineering candidates to prepare them for open positions and to plan for future engineering needs. RMR recruits from various trade schools and job fairs to identify candidates for the two-year program with a curriculum that includes specific onboarding plans for training in electrical, HVAC, or plumbing trades and covers a range of essential engineering staff development topics.
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Industry Associations & Credentials: In order to further their professional development, many of RMR’s employees seek out credentials and association memberships, with any membership costs reimbursed by RMR. Examples of credentials and association memberships include: Building Owners and Managers Association Membership and Event Participation, Certified Property Manager, Certified Public Accountant, National Association of Industrial and Office Properties, LEED Accredited Professional, Certified Energy Manager and Fitwel Ambassador.
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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties through our policies and charitable giving. RMR regularly encourages its employees to engage in a variety of charitable and community programs, including participation in a RMR company-wide service day and a charitable giving matching program.
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Diversity & Inclusion: We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of 29% women and 14% members of underrepresented communities. We have no employees of our own but our manager, RMR, is an equal opportunity employer with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status. RMR is committed to racial equality and fostering a culture of diversity and inclusion. As of December 31, 2022, 36% and 29% of RMR’s employees were female and non-white, respectively.
RMR has made diversity and inclusion an important part of its hiring, retention and development programs. RMR has enhanced its hiring policies to support increasing diversity within its workforce. For every open position not filled by internal candidates, hiring managers are required to have at least
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one qualified woman or member of underrepresented community candidate in the final round interviews before an offer is extended to fill the position. A RMR manager who is a woman and/or member of an underrepresented community is required to be part of the final round interview team. In addition, RMR works with strategic industry partners like Commercial Real Estate Women (“CREW”) and The Partnership, Inc. for posting new positions and supporting multicultural professionals.
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RMR uses EEO Ethnicity and Race Categories to estimate the diversity of its workforce. EEO Ethnicity and Race Categories include Asian, Black or African American, Hispanic or Latino, American Indian or Alaskan Native, Native Hawaiian or other Pacific Islander, or multiracial background.
To Learn more about RMR’s and our sustainability initiatives, visit www.rmrgroup.com/corporate-sustainability.
SHOP Managers
All SHOP managers strive to provide a high quality workplace experience and competitive total rewards program for their team members. ALR manages the majority of our senior living communities. An overview of ALR’s employee programs is included below.
ALR
As of December 31, 2022, ALR had approximately 11,200 team members of which approximately 74% and 52% were female and non-white, respectively. ALR’s team member engagement initiatives align with its goal of being an employer of choice with a thriving workforce that encourages career enrichment and positions it for growth. ALR’s recruiting programs, on-boarding and retention programs and development and ongoing training programs currently include the following:
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Team Member Total Rewards: ALR provides team members a competitive total rewards program that includes competitive salaries and a broad range of sponsored benefits such as a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off and tuition assistance.
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Team Member Engagement: Management reviews team member engagement and satisfaction surveys to monitor employee morale and receive feedback on a variety of issues. In the year ended December 31, 2022, ALR had its highest ever engagement survey participation, with an increase in favorable responses.
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Rewards: ALR rewards team members for innovation and productivity. It has several recognition programs for team members at various levels of the organization. ALR also enhanced its recognition programs and incentives linked to its corporate values, years of service and achievement of company occupancy objectives.
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Tuition Reimbursement Program: ALR offers tuition assistance for work-related education from accredited colleges and universities in order to deepen team members’ skill sets and support personal enrichment.
ALR also prioritizes ongoing education and training for all team members across the organization as follows:
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Training and Development: ALR offers a robust learning management platform to provide training and development opportunities to all team members.
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Industry Associations & Credentials: In order to further their professional development, many of ALR’s team members seek out credentials or hold professional licenses and association memberships. Examples of credentials, professional licenses and association memberships include: Medical License, Licensed Practical Nurse, Registered Nurse, Certified Medical Assistants, Certified Physical and Occupational Therapists, Speech-Language Pathologist, Certified Fitness Trainers, Cardiopulmonary resuscitation certifications (“CPR”), First Aid Certification, Law License and Certified Public Accountant accreditations.
Sustainability Accounting Metrics. The following disclosures are informed by the guidance of the Sustainability Accounting Standards Board (“SASB”) Industry Standard for Real Estate Version 2018-10. To the extent an accounting metric, as defined by the SASB Standard, is not applicable to our portfolio or data to report on the applicable accounting metric is not available to us, we have not made any disclosure.
For the following disclosures, our properties are reported in two segments, our Office Portfolio and SHOP and is consistent with how these properties and our operating results are presented in our other Securities and Exchange Commission (“SEC”) filings. The information presented is as of December 31, 2022, unless otherwise noted. Additionally, for all sustainability accounting metrics, Same Property includes properties owned continuously since January 1, 2021 and excludes properties classified as held for sale, closed or out of service, if any, 37 non-segment properties and two unconsolidated joint ventures that own medical office and life science properties with an aggregate of approximately 2.2 million rentable square feet in which DHC owns an equity interest.
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Energy management integration discussion (SASB Accounting Metric Code: IF-RE-130a.5).
RMR deploys on our behalf energy management best practices at our Office Portfolio, which include:
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Centralized utility bill processing and payment system;
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ENERGY STAR® benchmarking and certifications;
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Real-time energy monitoring;
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Daytime and nighttime energy audits;
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Light Emitting Diodes (“LED”) lighting upgrades;
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Annual energy engagement competitions;
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Energy performance training for property operations teams;
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Utilize green lease language, where possible, to promote mutual commitment to environmentally friendly practices and operational efficiencies with our tenants;
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Energy performance review for end-of-life heating, ventilation and air conditioning (“HVAC”) equipment replacements; and
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Capital deployment dedicated to generating returns on energy efficiency upgrades.
As a result of these energy management efforts, we have reduced energy and water usage helping to generate both economic and environmental benefits.
Sections II, III and IV below provide SASB-aligned energy-related metrics.
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II.
Energy consumption data coverage as a percentage of total floor area, by property subsector (SASB Accounting Metric Code: IF-RE-130a.1).
The following illustrates energy data available as compared to the total population of our properties, by subsector.
A majority of the properties not included in the percentage of square feet covered are properties where tenant manages energy utility accounts directly and data is not currently shared with us.
III.
Total energy consumed in gigajoules (“GJ”) by portfolio area with data coverage, percentage grid electricity and percentage renewable, by subsector (SASB Accounting Metric Codes: IF-RE-130a.2).
None, or 0%, of the renewable energy consumed was directly purchased through power purchase agreements or by other explicit contractual means.
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IV.
Same Property percentage change in energy consumption for the portfolio area with data coverage, by subsector (SASB Accounting Metric Code: IF-RE-130a.3).
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Percentage of eligible portfolio that (i) has obtained an energy rating and (ii) is certified to ENERGY STAR®, by subsector (SASB Accounting Metric Code: IF-RE-130a.4).
See SASB Accounting Metric Code 130a.5 in Section I for a description of how building energy management considerations are integrated into property investment analysis and operational strategy.
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Water management integration discussion (SASB Accounting Metric Code: IF-RE-140a.4).
On our behalf, RMR supports water management practices at our Office Portfolio that reduce operating costs as well as our impact on the consumption of natural resources. Water usage is managed by benchmarking water performance to establish a baseline and to measure performance improvements resulting from conservation measures. Water benchmarking is performed through the EPA’s ENERGY STAR® Portfolio Manager online platform.
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Some cities and states in which we own properties require annual whole-building energy and water use disclosure. In these jurisdictions, RMR engages with tenants to collect and report any direct tenant-paid energy and water consumption for our Office Portfolio.
RMR also routinely implements water efficiency and water use reduction projects for our Office Portfolio, which include upgrades to indoor plumbing fixtures, low-flow water closets and urinals, low-flow flush valves, low-flow automatic faucet controls, low-flow faucet aerators and shower heads, water-efficient landscaping and cooling tower water management.
Sections VII, VIII and IX below provide SASB-aligned water-related metrics.
VII.
Water withdrawal data coverage in square feet and as a percentage of total floor area and percentage in regions with High or Extremely High Baseline Water Stress (“BWS”), by subsector (SASB Accounting Metric Codes: IF-RE-140a.1).
Baseline Water Stress measures total annual water withdrawals (municipal, industrial, and agricultural) expressed as a percent of the total annual available flow. Higher values indicate more users are competing for limited water supplies.
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Total water withdrawn by portfolio area with data coverage and percentage in regions with High or Extremely High Baseline Water Stress, by subsector (SASB Accounting Metric Code: IF-RE-140a.2).
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IX.
Same Property percentage change in water withdrawn for portfolio area with data coverage, by subsector (SASB Accounting Metric Code: 140a.3).
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Percentage of new leases that contain a cost recovery clause for resource efficiency-related capital improvements and associated leased floor area (SASB Accounting Metric Code: IF-RE-410a.1).
98.9%, or 94,456 square feet, of Office Portfolio leases executed in 2022 included a cost recovery clause for resource efficiency-related capital improvements.
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Description of approach to measuring, incentivizing, and improving sustainability impacts of tenants (SASB Accounting Metric Code: IF-RE-410a.3).
On our behalf, RMR seeks to provide best-in-class Office Portfolio operations and healthy, efficient environments for our tenants and encourage continual engagement that promotes long-lasting relationships and sustainable behaviors.
RMR has internal policies that govern environmentally responsible property operations. We also utilize green lease language, where possible, to promote mutual commitment to environmentally friendly practices and operational efficiencies with our tenants. These efforts earned us Green Lease Leader recognition in 2021.
RMR prioritizes LEED certification and recertification projects by reviewing a variety of sustainability and leasing criteria such as high ENERGY STAR® scores and access to public transportation and near-by amenities. We believe that taking the initiative to submit for and attain LEED certification adds value to our properties and enhances tenant satisfaction, which reflects our commitment to environmental sustainability.
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XII.
Area of properties located in FEMA Special Flood Hazard Areas or foreign equivalent, by subsector (SASB Accounting Metric Code: IF-RE-450a.1).
XIII.
Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks (SASB Accounting Metric Code: IF-RE-450a.2).
We define climate change resilience as our ability to anticipate, prepare for and recover from adverse physical climate activity such as increased severity of acute weather events and chronic changes to weather patterns as well as identify and plan for climate-related transitional activities such as changes in policy and market-driven expectations.
In preparation for and in response to property-level natural hazards, RMR utilizes dynamic geographic mapping tools which allows them to quickly assess the risk to our Office Portfolio from the rapidly changing natural hazards related to coastal and river flooding.
In advance of a natural hazard event, RMR directs resources to our Office Portfolio identified as potentially impacted through these mapping tools. The resources made available include access to senior management and mobilization of equipment and personnel. Rapid response personnel may also be directed to properties after a weather event has occurred.
Properties susceptible to inundation from flood waters are evaluated routinely. The evaluation may include implementing tenant and local agency coordination protocols, property incident response plan reviews, insurance provider assessments and the implementation of physical protection elements, such as flood protection barriers.
We routinely utilize technology to evaluate our properties for energy and water performance. Such activities support lower operating expenses, improve comfort for our tenants and reduce our exposure to impacts from policies targeting greenhouse gas emissions.
Our portfolio strategy includes the development of hazard and vulnerability assessments of our existing properties and scenario planning and economic risk reviews of property development opportunities over long-term ownership periods. In 2021 RMR, in coordination with a third-party consultant, began physical climate scenario analyses for substantially all our properties. The climate scenario assessments under evaluation include current physical climate risk exposure and assessments of future physical climate risk exposure models that consider a “business as usual” approach, a 2.0°C emissions mitigation approach in line with the Paris Climate Agreement and a “middle” approach, all based on the Intergovernmental Panel on Climate Change (“IPCC”) sixth
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assessment Representative Concentration Pathways (“RCP”) 8.5, 2.6, and 4.5, respectively. The following table summarizes physical and transitional climate change risks and opportunities identified for our portfolio.
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Risks
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Opportunities
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Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience.
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Increases in regional water stress may lead to water use restrictions and impact our operators’ and tenants’ ability to provide services to their guests and patrons.
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Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines.
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Maintaining comfort for vulnerable populations may become more costly for SHOP managers.
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Maintaining electrical power during climate disasters is critical.
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Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential.
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On-site solar power generation can drive down utility expenses and provide clean energy and covered parking for tenants. Battery energy storage may further reduce operating expenses while contribute to an increase of localized grid reliability.
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Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities such as alternative fuels and electric vehicle (EV) charging stations may attract high-quality, investment-grade tenants or increase corporate and leisure travel to our hotels.
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Senior living communities provide safe environments during climate-related emergencies.
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XIV.
SASB Activity Metrics.
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Activity Metric
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Value
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| | | IF-RE-000.A | | | | Number of assets | | | |
Office Portfolio: 105
SHOP: 237
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| | | IF-RE-000.B | | | | Leasable floor area (square feet) | | | |
Office Portfolio: 8,811,373
SHOP: 25,055,988
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Percentage of indirectly managed assets
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Office Portfolio: 38.9%
SHOP: 100%
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| | | IF-RE-000.D | | | | Average occupancy rate | | | |
Office Portfolio: 84.7%
SHOP: 74.4%
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Key Responsibilities of Our Board
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Oversight of Strategy
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Oversight of Risk
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Succession Planning
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Our Board oversees and monitors strategic planning.
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Business strategy is a key focus of our Board and embedded in the work of Board committees.
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Company management is charged with executing business strategy and provides regular performance updates to our Board.
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Our Board oversees risk management.
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Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.
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Company management is charged with managing risk, through robust internal processes and effective internal controls.
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Our Board oversees succession planning and talent development for senior executive positions.
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Our Nominating and Governance Committee makes an annual report to our Board on succession planning.
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In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.
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Our Board’s Role in Oversight of Risk Management
Our Board is elected by our shareholders to, among other things, oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of our business strategy.
Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR, and RMR and our officers and Director of Internal Audit are responsible for incorporating risk management in their activities. Our Director of Internal Audit meets regularly with our Audit Committee and provides us with advice and assistance with our risk management function.
In discharging their oversight responsibilities, our Board and Board committees regularly review a wide range of reports provided by RMR and other service providers, including:
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reports on market and industry conditions;
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operating and regulatory compliance reports;
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financial reports;
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reports on risk management and our ESG activities and initiatives;
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regulatory and legislative updates that may impact us;
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reports on the security of our information technology processes and our data; and
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legal proceeding updates and reports on other business related matters.
Our Board and Board committees discuss these matters among themselves and with representatives of RMR, our officers, our Director of Internal Audit, legal counsel, our independent auditors and other professionals, as appropriate.
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Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. Our Audit Committee also annually reviews an internal audit plan developed by our Director of Internal Audit with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring activities and oversight on our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements, as applicable, to our Board. Our Audit Committee also meets quarterly with our Director of Internal Audit to review the results of our internal audits and receive reports, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, including cybersecurity, as it determines appropriate.
Our Audit Committee considers risks related to cybersecurity, and receives annual reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, and more frequent reports as it may direct or as warranted. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises.
Our Compensation Committee whose duties are detailed in its charter, among other duties, evaluates RMR’s performance under our business and property management agreements, including any perceived risks created by compensation arrangements. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. 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.
It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.
To learn more about the risks we face, you can review the matters discussed in Part I, Item 1A. “Risk Factors” and “Warning Concerning Forward-Looking Statements” in our Annual Report to Shareholders for the fiscal year ended December 31, 2022 (the “Annual Report”). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.
Trustee Independence
Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the SEC.
Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that John L. Harrington, Lisa Harris Jones, Daniel F. LePage, David A. Pierce and Jeffrey P. Somers currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent
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Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees’ relationships with us, RMR or The RMR Group Inc. (“RMR Inc.”), the managing member of RMR, and the other companies to which RMR provides management services (the “RMR Clients”). Our Board has concluded that none of these five Trustees possessed or currently possesses any relationship that could impair his, her or their judgment in connection with his, her or their duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.
Executive Sessions of Independent Trustees
Pursuant to our Governance Guidelines, our Independent Trustees are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet with our officers, with our Director of Internal Audit and with our independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions will be the Lead Independent Trustee, unless the Independent Trustees determine otherwise.
Board Leadership Structure
All Trustees play an active role in overseeing our business both at our Board and committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing our Company and our strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served in government, as members of senior management in public and private for profit and nonprofit organizations and law firms, and have also served in academia. Our Trustees may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of our officers and advisors. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Trustees.
Adam D. Portnoy serves as Chair of our Board. Our Board believes that Mr. Portnoy’s leadership of RMR and extensive familiarity with our day to day business provide valuable insight for our Board.
Five of our Trustees, all of whom are Trustee nominees for election at our 2023 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Trustees, both of whom are Trustee nominees for election at our 2023 Annual Meeting, are Managing Trustees, persons who have been employees, officers or directors of RMR or RMR Inc., or who have been involved in our day to day activities for at least one year prior to his, her or their election as Trustees.
Lead Independent Trustee
We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Ms. Harris Jones serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, robust responsibilities that include:
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assisting the Board in evaluating its effectiveness;
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presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;
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presiding at all meetings and executive sessions of the Independent Trustees;
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having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;
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serving as the principal liaison between the Independent Trustees and our senior management team;
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assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, RMR;
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considering suggestions for meeting agenda items from other Independent Trustees;
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with our Nominating and Governance Committee and Chair of our Board, monitoring and coordinating with our management on corporate governance issues and developments;
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authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and
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if requested, and in coordination with the Chair of our Board and our management, being reasonably available for consultation and direct communication with shareholders.
Code of Business Conduct and Ethics and Committee Governance
Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.
We have also adopted a Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our and RMR’s board members, officers and in the case of RMR, employees, and ensure compliance with applicable laws and regulations.
Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.
Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code, information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code, and how to communicate with our Trustees. To access these documents on our website visit www.dhcreit.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.
Environmental, Social and Governance Policies
Our Board has adopted the following policies in connection with our efforts to lead a sustainable business and to continue to improve our internal culture and the communities in which we operate: Health and Wellness, Human Rights, Philanthropy and Business Partners’ Code of Conduct. These policies reflect our core culture of integrity and mutual respect as well as our commitment to caring for our tenants, residents, guests and the individuals who provide services to us as well as for the communities in which we operate. Our Health and Wellness policy is designed to protect the health and wellbeing of all individuals in our workplace; our Human Rights policy is designed to promote a culture of mutual respect for people, communities and our planet; our Philanthropy policy sets forth our and RMR’s commitment to investing in our communities through a variety of philanthropic engagements; and our Business Partners’ Code of Conduct sets forth our expectations for our and RMR’s business partners to conduct business in an ethical manner that promotes the accomplishment of our goals. For additional information regarding our ESG policies, see the “Sustainability” section beginning on page 6 of this Proxy Statement.
Trustee Resignation Policy
Our Governance Guidelines provide that if an incumbent Trustee does not receive a majority of the votes cast in an uncontested election, the Trustee will offer to resign from our Board. In such circumstance, our Nominating and Governance Committee will make a recommendation to our Board on whether to accept or reject the resignation offer, or whether other action should be taken. Our Board will act on the resignation offer taking into account the recommendation of our Nominating and Governance Committee and make its decision within 90 days following the certification of the election results.
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Prohibition on Hedging
Our Insider Trading Policies and Procedures expressly prohibit members of our Board and our officers from engaging in hedging transactions involving our securities.
Recommendations for Trustees
Shareholders who would like to recommend a Trustee nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Secretary, Diversified Healthcare Trust, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@dhcreit.com. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.
Communications with Our Board
Our Board has established a process to facilitate communication by shareholders and other stakeholders with our Trustees. Communications should be addressed to our Trustees in care of the Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@dhcreit.com.
Shareholder Nominations and Other Proposals
Deadline to Submit Proposals Pursuant to Rule 14a-8 for the 2024 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at our principal executive office on or before December 22, 2023 in order to be eligible to be included in the proxy statement for the 2024 annual meeting of shareholders; provided, that, if the date of the 2024 annual meeting of shareholders is more than 30 days before or after June 5, 2024, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.
Deadline to Submit Trustee Proxy Access Nominations for the 2024 Annual Meeting of Shareholders: Under our proxy access bylaw, a shareholder or a group of up to 20 shareholders owning at least three percent of our outstanding Common Shares continuously for at least three years may nominate and include in our proxy materials for the 2024 annual meeting of shareholders Trustee nominees constituting up to the greater of two nominees or 20% of the number of Trustees serving on our Board. In addition, the shareholder(s) and nominee(s) must satisfy the informational, documentation and other requirements specified by Section 2.18 of our Bylaws. Notice of a proxy access nomination for consideration at our 2024 annual meeting of shareholders must be received at our principal executive office not later than December 22, 2023 and not earlier than November 22, 2023.
Deadline to Submit Other Nominations and Proposals for the 2024 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act and outside of the proxy access bylaw at the 2024 annual meeting of shareholders must be received by our Secretary at our principal executive office, in accordance with the requirements of our Bylaws, not later than 5:00 p.m., Eastern time, on December 22, 2023 and not earlier than November 22, 2023; provided, that, if the date of the 2024 annual meeting of shareholders is more than 30 days earlier or later than June 5, 2024, then a shareholder’s notice must be so delivered not later than 5:00 p.m., Eastern time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2024 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2024 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must
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2023 Proxy Statement
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comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the shareholder’s timely delivery of advance notice, continuous requisite ownership of Common Shares and holding of a share certificate for such shares at the time of the advance notice, the record date for determining shareholders entitled to vote at the annual meeting and at the time of the annual meeting.
Deadline to Submit Nominations for the 2024 Annual Meeting of Shareholders for Purposes of Rule 14a-19: To be timely for purposes of Rule 14a-19 of the Exchange Act, shareholders who intend to solicit proxies in support of trustee nominees other than our Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 in addition to satisfying the requirements of our Bylaws, as described above. Notice must be received by our Secretary at our principal executive office not later than 5:00 p.m., Eastern time, on December 22, 2023 and not earlier than November 22, 2023.
The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.
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2023 Proxy Statement
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PROPOSAL 1: ELECTION OF TRUSTEES
Upon the recommendation of our Nominating and Governance Committee, our Board has nominated John L. Harrington, Lisa Harris Jones, Daniel F. LePage, David A. Pierce and Jeffrey P. Somers as Independent Trustees and Jennifer F. Francis and Adam D. Portnoy as Managing Trustees. Each Trustee nominee currently serves on our Board and Ms. Francis currently serves as our President and Chief Executive Officer.
If elected, each nominee would serve until our 2024 annual meeting of shareholders and until his, her or their successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.
We expect that each Trustee nominee will be able to serve if elected. However, if a Trustee nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.
Board of Trustees’ Qualifications and Experience
Our Trustees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.
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DIVERSITY OF SKILLS AND EXPERIENCES
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Risk oversight/management expertise
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Familiarity with the public capital markets
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Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry
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Knowledge of the asset management industry, commercial real estate (“CRE”) industry and real estate investment trusts (“REITs”), including medical office, life sciences and senior living markets
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Corporate Governance
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Understanding of healthcare policy, trends and regulations, and medical office, life science and healthcare business trends
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Sustainability
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Service on other public company boards and committees
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Experience at a strategic or policymaking level
in a business, government, non-profit or academic organization of high standing |
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CORE QUALIFICATIONS AND EXPERIENCES
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High standards of integrity and ethics
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Diverse perspectives, backgrounds and experiences, including professional background, gender, ethnicity and skills
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Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries
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Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters
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Strong record of achievements, including work
experience with a proven record of success |
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2023 Proxy Statement
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Board Diversity Matrix
The Nominating and Governance Committee is committed to continuing to identify and recruit highly qualified trustee candidates with diverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding the composition of our Board as of April 20, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.
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Total Number of Trustees
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7
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Part I: Gender Identity
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender |
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| | | Trustees | | | |
2
|
| | |
5
|
| | |
—
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| | |
—
|
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| | | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | | African American or Black | | | |
1
|
| | |
—
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| | |
—
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| | |
—
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| | | Alaskan Native or Native American | | | |
—
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| | |
—
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| | |
—
|
| | |
—
|
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| | | Asian | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
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| |
| | | Hispanic or Latinx | | | |
—
|
| | |
—
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| | |
—
|
| | |
—
|
| |
| | | Native Hawaiian or Pacific Islander | | | |
—
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| | |
—
|
| | |
—
|
| | |
—
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| | | White | | | |
1
|
| | |
5
|
| | |
—
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| | |
—
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| |
| | | Two or More Races or Ethnicities | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | | LGBTQ+ | | | | | | | | | | | |
—
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| | | | | |
| | | Did Not Disclose Demographic Background | | | | | | | | | | | |
—
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| | | | | |
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2023 Proxy Statement
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Snapshot of 2023 Board Nominees
Presented below is a snapshot of the expected composition of our Board immediately following our 2023 Annual Meeting, assuming the election of our Trustee nominees. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications, experience and diversity.
A plurality of all the votes cast is required to elect a Trustee at our 2023 Annual Meeting.
The names, principal occupations and certain other information regarding the Trustee nominees that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Trustees are set forth on the following pages.
Our Board of Trustees recommends a vote “FOR” the election of our Trustee nominees.
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2023 Proxy Statement
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Trustee Nominees to be Elected at Our 2023 Annual Meeting
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Jennifer F. Francis, 59, Managing Trustee
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TRUSTEE SINCE 2021
CHIEF EXECUTIVE OFFICER SINCE 2021 PRESIDENT SINCE 2018 BOARD COMMITTEES None |
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PROFESSIONAL EXPERIENCE:
•
Our Chief Operating Officer from 2018 until 2021, when she was elected as our Chief Executive Officer.
•
Executive vice president of RMR since 2020, after joining RMR in 2006, where Ms. Francis is responsible for oversight of various functions at RMR, including acquisitions and dispositions, the asset management division of RMR, which includes asset management and leasing activities at all RMR managed properties as well as asset management for the senior living and hotel properties owned by RMR’s managed REITs, and RMR’s business analytics, credit, development and project management departments; previously, Ms. Francis served as a senior vice president of RMR from 2014 to 2020.
•
Former partner at CBRE/NE Partners, where Ms. Francis performed brokerage and corporate advisory services for a number of large corporate clients on their national commercial real estate portfolios, prior to joining RMR.
•
Former vice president of The Gunwyn Company where Ms. Francis was responsible for the asset management of a portfolio of commercial, retail and residential assets.
•
Executive board member of the American Seniors Housing Association (ASHA).
•
Member of the National Association of Industrial and Office Properties (NAIOP).
•
Member of the Commercial Real Estate Women (CREW).
•
Member of the Nareit Advisory Board of Governors.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Ms. Francis brings to our Board leadership experience from positions with RMR and demonstrated management ability. Ms. Francis has experience in, and knowledge of, REITs and over 30 years of experience working in the CRE industry. Ms. Francis possesses institutional knowledge earned through prior service as an officer of our Company and in leadership positions with RMR. Ms. Francis has professional skills and expertise in real estate matters and experience as a senior level executive officer. Ms. Francis identifies as Caucasian and as female. Ms. Francis qualifies as a Managing Trustee in accordance with the requirements of our governing documents.
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Risk Oversight/Management
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Financial Literacy
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Human Capital Management
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Investment Expertise
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REIT/Real Estate
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ESG
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Public Company Executive
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(1)
In addition to us, RMR or its subsidiaries currently provide management services to five other public companies, including the following four public companies that do not have any employees of their own: 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 us and the companies with no employees, RMR or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies. RMR also provides management services to TravelCenters of America Inc. (Nasdaq: TA), which has its own employees but some members of the senior leadership of TA are also RMR employees.
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2023 Proxy Statement
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| | John L. Harrington, 86, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 1999
BOARD COMMITTEES Audit Nominating and Governance (Chair) |
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PROFESSIONAL EXPERIENCE:
•
Chairman of the board of trustees of the Yawkey Foundation (a charitable foundation) since 2007 and from 2002 to 2003.
•
Trustee of the Yawkey Foundation since 1982 and executive director from 1982 to 2006.
•
Trustee of the JRY Trust from 1982 through 2009.
•
Chief executive officer and general partner of the Boston Red Sox Baseball Club from 1986 to 2002 and vice president and chief financial officer prior to 1986.
•
Independent trustee of Seven Hills Realty Trust (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund (and its predecessors)) from 2003 to 2021.
•
Independent trustee of Tremont Mortgage Trust from 2017 to 2021.
•
President of Boston Trust Management Corp. from 1981 to 2006.
•
Principal of Bingham McCutchen Sports Consulting LLC from 2007 to 2008.
•
Represented the Boston Red Sox majority interest in co-founding The New England Sports Network, managing it from 1981 to 2002.
•
Director of Fleet Bank from 1995 to 1999.
•
Director of Shawmut Bank of Boston from 1986 to 1995.
•
Member of the Major League Baseball Executive Council from 1998 to 2001.
•
Assistant secretary of administration and finance for the Commonwealth of Massachusetts in 1980.
•
Treasurer of the American League of Professional Baseball Clubs from 1970 to 1972.
•
Assistant professor and director of admissions, Carroll Graduate School of Management at Boston College from 1967 through 1970.
•
Supervisory auditor for the U.S. General Accounting Office from 1961 through 1966.
•
Independent trustee of RMR Funds Series Trust from shortly after its formation in 2007 until its dissolution in 2009.
•
Many civic leadership positions.
•
Recipient of numerous leadership awards and honorary doctorate degrees.
•
Licensed as a certified public accountant in Massachusetts.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Service Properties Trust (since 1995)
•
Office Properties Income Trust (since 2009)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Mr. Harrington brings to our Board extensive professional skills and leadership experience. Mr. Harrington has held key management roles in various enterprises and has worked on public company boards as well as board committees. Mr. Harrington has served on the boards of several private and charitable organizations. Mr. Harrington possesses extensive experience in, and knowledge of, accounting, finance, risk management, compensation and benefits. Mr. Harrington also has experience as a chief executive officer and a chief financial officer. Mr. Harrington has institutional knowledge earned through prior service on our Board. Mr. Harrington identifies as Caucasian and as male. Mr. Harrington qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Human Capital Management
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Financial Literacy
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Public Company Board
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REIT/Real Estate
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ESG
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Government/Public Policy
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Financial Expertise
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2023 Proxy Statement
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| | Lisa Harris Jones, 55, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 2015
LEAD INDEPENDENT TRUSTEE SINCE DECEMBER 2018 BOARD COMMITTEES Audit Compensation Nominating and Governance |
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PROFESSIONAL EXPERIENCE:
•
Founding and managing member of Harris Jones & Malone, LLC, a Maryland based law firm that focuses on state and local lobbying, government relations and procurement, since 2000.
•
Practiced corporate securities, mergers and acquisitions, government relations, real estate financing and land use law at other Maryland law firms, prior to founding Harris Jones & Malone.
•
Worked in a pro bono capacity for dyslexia education, community development in Baltimore City’s most challenging areas, and the advancement of minority and women business enterprises.
•
Served in leadership positions on several non-profit boards including the Baltimore Museum of Art and Everyman Theatre.
•
Recognized for both her professional and civic work by multiple entities including Savoy Magazine where she gained national recognition by being named one of the Most Influential Black Corporate Directors.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
TravelCenters of America Inc. (since 2013)
•
Industrial Logistics Properties Trust (since 2018)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Ms. Harris Jones brings to our Board extensive professional skills and experience in legal and business finance matters, public policy and real estate matters. Ms. Harris Jones has dedicated a great deal of her time and resources to matters of public interest. Ms. Harris Jones’s practice includes representation of small and large business enterprises, both publicly and privately held, municipalities and related quasi-public agencies, and nonprofit organizations. Ms. Harris Jones represents clients on a wide range of business interests’ concerns including, but not limited to, public and private real estate development, land use zoning and financing, construction, energy, retail sales, education, transportation, public safety, healthcare, gaming, telecommunications, intellectual technology, procurement, corporate, taxation, labor and employment, insurance, public interest, election, and environmental law. Ms. Harris Jones has demonstrated leadership capacity as an entrepreneur and founding member of a law firm. Ms. Harris Jones has served on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Harris Jones identifies as African American and as female. Ms. Harris Jones qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Financial Literacy
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Public Company Board
|
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Investment Expertise
|
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Legal/Regulatory
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Human Capital Management
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ESG
|
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REIT/Real Estate
|
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Government/Public Policy
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28
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2023 Proxy Statement
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| | Daniel F. LePage, 68, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 2020
BOARD COMMITTEES Audit (Chair) |
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PROFESSIONAL EXPERIENCE:
•
Founder and managing partner of DFL Capital LLC, a New York based real estate investment firm formed in April 2019.
•
Managing director and head of the U.S. real estate corporate banking group at RBC Capital Markets from 2006 to 2019.
•
Senior leadership positions in commercial real estate lending at Emigrant Savings Bank and Citigroup, Inc. prior to involvement with RBC Capital Markets and its affiliates.
•
Member of the board of the National Eating Disorders Association, a non-profit organization supporting individuals and families affected by eating disorders.
•
Member of Urban Land Institute.
•
Chartered Financial Analyst, member of the CFA Institute and has achieved the CFA Institute Certificate in ESG Investing.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Mr. LePage brings to our Board professional skills and experience in finance, real estate matters, capital raising, strategic business transactions, risk management and ESG. Mr. LePage has experience in and knowledge of capital markets and has demonstrated leadership and management abilities. Mr. LePage has achieved the CFA Institute Certificate in ESG Investing. Mr. LePage identifies as Caucasian and as male. Mr. LePage qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Human Capital Management
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Financial Literacy
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ESG
|
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REIT/Real Estate
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Investment Expertise
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Financial Expertise
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2023 Proxy Statement
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| | David A. Pierce, 60, Independent Trustee | | | | | |||||||
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TRUSTEE SINCE 2022
BOARD COMMITTEES Audit Compensation |
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PROFESSIONAL EXPERIENCE:
•
Various positions at Boston Scientific Corporation from 1991 through July 2022, including from 2018 through July 2022, Executive Vice President and President, MedSurg and from 2020 through July 2022 President, Endoscopy.
•
Senior Vice President and President of the Urology Division from 2016 to 2018 and Senior Vice President and President of the Endoscopy Division from 2010 to 2016.
•
Trustee of Norwich University since 2020.
•
Director of Neuraptive Therapeutics, Inc., a private company, since 2020.
•
Director of the Medical Device Manufacturers Association since 2014.
•
Director of MassMedic from 2020 to July 2022.
•
Strategic advisory board chair of the American Gastroenterology Association Center for GI Innovation from 2014 until 2016.
•
Director of the American Society of Gastrointestinal Endoscopy Foundation from 2011 until 2012.
•
Served in the United States Army from 1985 until 1989, serving in multiple line and staff positions, providing transportation and logistics management, attaining the rank of Captain.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
None
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Mr. Pierce brings to our Board professional skills and experience in business matters as well as knowledge of and experience in the healthcare industry. Mr. Pierce has demonstrated leadership and management abilities as well as experience as an operator of healthcare business units. Mr. Pierce identifies as Caucasian and as male. Mr. Pierce qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Human Capital Management
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Financial Literacy
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ESG
|
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REIT/Real Estate
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Public Company Executive
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2023 Proxy Statement
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| | Adam D. Portnoy, 52, Managing Trustee | | | | | |||||||
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TRUSTEE SINCE 2007
CHAIR OF OUR BOARD SINCE 2019 BOARD COMMITTEES None |
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PROFESSIONAL EXPERIENCE:
•
President and chief executive officer of RMR Inc., since shortly after its formation in 2015.
•
President and chief executive officer of RMR since 2005, and director from 2006 to June 5, 2015 when RMR became a majority owned subsidiary of RMR Inc. and RMR Inc. became RMR’s managing member.
•
Managing director of AlerisLife Inc. from 2018 to March 2023 until its acquisition by ABP Trust and its sole director since that acquisition, and chair of its board from 2019 to March 2023.
•
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 and controlling shareholder and an officer of ABP Trust.
•
Director and controlling shareholder of Sonesta International Hotels Corporation and its parent.
•
Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital LLC, its president from 2007 to 2017 and its chief executive officer from 2015 to 2017.
•
President and chief executive officer of Seven Hills Realty Trust (then known as RMR Real Estate Income Fund) from 2007 to 2015.
•
President of Office Properties Income Trust from 2009 to 2011.
•
Managing trustee of Tremont Mortgage Trust from 2017 until it merged with Seven Hills Realty Trust in September 2021.
•
Managing trustee of Select Income REIT from 2011 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018.
•
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):
•
Service Properties Trust (since 2007)
•
Office Properties Income Trust (since 2009)
•
Seven Hills Realty Trust, including its predecessor companies (since 2009)
•
The RMR Group Inc. (since 2015)
•
Industrial Logistics Properties Trust (since 2017)
•
TravelCenters of America Inc. (since 2018)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management and CRE industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board 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 our Board and deep knowledge of our business. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.
Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.
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Risk Oversight/Management
|
| |
Human Capital Management
|
| |
Financial Literacy
|
| |
Public Company Board
|
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REIT/Real Estate
|
| |
Investment Expertise
|
| |
ESG
|
| |
Public Company Executive
|
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| |
Government/Public Policy
|
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2023 Proxy Statement
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31
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|
| | Jeffrey P. Somers, 80, Independent Trustee | | | | | | | | |||||||
| |
TRUSTEE SINCE 2009
LEAD INDEPENDENT TRUSTEE FROM 2015-2018 BOARD COMMITTEES Audit Compensation (Chair) |
| | |
PROFESSIONAL EXPERIENCE:
•
Of counsel since 2010, and member of the law firm of Morse, Barnes-Brown & Pendleton, PC from 1995 to 2009, serving as managing member for six of those years.
•
Former partner at the law firm of Gadsby Hannah LLP (now McCarter & English, LLP) for more than 20 years prior to working at Morse, Barnes-Brown & Pendleton, PC, serving as managing partner for eight of those years.
•
Independent Trustee of Tremont Mortgage Trust from 2017 to 2020 and of Select Income REIT from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018.
•
Director of Cantella Management Corp., a holding company of Cantella & Co., Inc., an SEC registered broker-dealer, from 2002 until January 2014, when the company was acquired by a third party.
•
Trustee of the Pictet Funds from 1995 to 2001.
•
Former staff attorney at the SEC in Washington, D.C. prior to entering private law practice.
•
Former trustee of Glover Hospital, a private not for profit regional hospital, which is currently part of Beth Israel Deaconess Hospital, among various other civic leadership roles.
OTHER RMR PUBLIC CLIENT BOARDS(1):
•
Office Properties Income Trust (since 2009)
•
Seven Hills Realty Trust including its predecessor companies (since 2009)
OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:
•
None
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QUALIFICATIONS
Mr. Somers brings to our Board extensive expertise in legal, corporate governance and regulatory matters, as well as leadership experience gained from his role as a law firm managing partner. Mr. Somers also possesses a sophisticated understanding of finance and accounting matters, obtained through his service as a trustee of public REITs and investment companies, as well as work on board committees. Mr. Somers has extensive experience in public policy matters and complex business transactions gained partly from government service, as well as institutional knowledge earned through prior service on our Board. Mr. Somers identifies as Caucasian and as male. Mr. Somers qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.
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Risk Oversight/Management
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Human Capital Management
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Financial Literacy
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REIT/Real Estate
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ESG
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Legal/Regulatory
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Government/Public Policy
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Public Company Board
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2023 Proxy Statement
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Executive Officers
Our executive officers serve at the discretion of our Board. There are no family relationships among any of our Trustees or executive officers.
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Jennifer F. Francis
Age: 59
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Chief Executive Officer since 2021 and President since 2018
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Ms. Francis’s background and qualifications are described above.
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Richard W. Siedel, Jr.
Age: 43
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Chief Financial Officer and Treasurer since 2016
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Mr. Siedel has been a senior vice president of RMR since 2016 and was a vice president of RMR prior to then in 2016. Mr. Siedel was chief financial officer and treasurer of Industrial Logistics Properties Trust from 2018 through September 2022. Mr. Siedel was chief accounting officer of AlerisLife Inc. from 2014 through 2015, and he previously served as controller of RMR from 2013 to 2014. Mr. Siedel’s former experience also includes various accounting leadership positions, including corporate controller at Sensata Technologies (NYSE: ST) from 2010 to 2013 and an auditor at Ernst & Young LLP from 2001 to 2010. Mr. Siedel identifies as Caucasian and as male.
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2023 Proxy Statement
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BOARD COMMITTEES
Audit Committee
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Members
Daniel F. LePage (Chair)
John L. Harrington Lisa Harris Jones David A. Pierce Jeffrey P. Somers
8 meetings during 2022
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Our Audit Committee is comprised solely of Independent Trustees. Its primary role is to help our Board fulfill its oversight responsibilities related to the integrity of our financial statements and financial reporting process, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, risk management and our compliance with legal and regulatory requirements. Our Audit Committee is responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditor and the resolution of disagreements between management and our independent auditor. Our independent auditor reports directly to our Audit Committee. Our Audit Committee reviews the overall audit scope and plans of the audit with our independent auditor. Our Audit Committee also reviews with management and our independent auditors our quarterly reports on Form 10-Q, annual reports on Form 10-K and earnings releases.
Our Board has determined that each member of our Audit Committee is financially literate and that Messrs. Harrington and LePage are our Audit Committee’s “financial experts.”
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Compensation Committee
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Members
Jeffrey P. Somers (Chair)
Lisa Harris Jones David A. Pierce
5 meetings during 2022
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Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of RMR and our executive officers, evaluating and approving any changes in our agreements with RMR and approving equity compensation awards. Our Compensation Committee recommends to our Board the cash compensation payable to our Trustees for Board and committee service. Our Compensation Committee determines and approves the equity based compensation payable to our Trustees for Board and committee service, and any compensation payable to the Lead Independent Trustee in his, her or their capacity as such. Our Compensation Committee administers our Share Award Plan and determines all awards granted pursuant to the Share Award Plan. It also reviews amounts payable by us to RMR under our business and property management agreements and approves any proposed amendments to or termination of those agreements.
Messrs. Harrington and LePage served on our Compensation Committee until June 2, 2022.
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Nominating and Governance Committee
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Members
John L. Harrington (Chair)
Lisa Harris Jones
2 meetings during 2022
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Our Nominating and Governance Committee is comprised solely of Independent Trustees. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by our Board, and to recommend candidates to our entire Board for nomination or selection as Board members for each annual meeting of shareholders or when vacancies occur, to perform certain assessments of our Board and Board committees, including to assess the independence of Trustees and Trustee nominees, and to develop and recommend to our Board governance principles for our Company. Under its charter, our Nominating and Governance Committee is also responsible for considering and reporting on our succession planning to our Board.
Messrs. LePage and Somers served on our Nominating and Governance Committee until June 2, 2022.
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2023 Proxy Statement
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BOARD MEETINGS
In 2022, our Board held eight meetings. In 2022, each then Trustee attended 75% or more of the aggregate of all meetings of our Board and the committees on which he, she or they served or that were held during the period in which the Trustee served as a Trustee or committee member. All of the then Trustees attended last year’s annual meeting of shareholders. Our policy with respect to Board members’ attendance at meetings of our Board and annual meetings of shareholders can be found in our Governance Guidelines, the full text of which appears at our website, www.dhcreit.com.
TRUSTEE COMPENSATION
Compensation of Trustees
Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Trustees. Under the currently effective Trustee compensation arrangements, each Independent Trustee receives an annual fee of $75,000 for services as a Trustee. The annual fee for any new Independent Trustee is prorated for the initial year. Each Independent Trustee who serves as a committee chair of our Audit Committee, Compensation Committee or Nominating and Governance Committee also receives an additional annual fee of $20,000, $15,000 and $15,000, respectively, and our Lead Independent Trustee also receives an additional annual fee of $17,500 for serving in this role. Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur in connection with their attending certain continuing education programs.
Each Independent Trustee and Managing Trustee also receives an award of Common Shares annually, which was 20,000 Common Shares in 2022. Managing Trustees do not receive cash compensation for their services as Trustees.
Trustee Share Ownership Guidelines
Our Board believes it is important to align the interests of our Trustees with those of our shareholders, and for our Trustees to hold equity ownership positions in our Company. Accordingly, each Trustee is expected to retain at least 100,000 Common Shares (which number shall automatically adjust in respect of stock splits or similar events) within the following times: (i) for persons serving as Trustees as of June 3, 2021, by the date of our 2025 annual meeting of shareholders, and (ii) for persons elected as Trustees after June 3, 2021 if such person initially became a Trustee by election by our shareholders, by the date of the annual meeting of shareholders held in the fourth year following the annual meeting of shareholders at which such Trustee was initially elected; or if such person initially became a Trustee by election by our Board, by the date of our annual meeting of shareholders in the fourth year following the first annual meeting of shareholders of our Company following the initial election of such Trustee to our Board. Any Trustee who is prohibited by law or by applicable regulation of his, her or their employer from owning equity in our Company is exempt from this requirement. Our Nominating and Governance Committee may consider whether exceptions should be made for any Trustee on whom this requirement could impose a financial hardship.
As of April 17, 2023, all Trustees have met or, within the applicable period, are expected to meet, these share ownership guidelines.
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2023 Proxy Statement
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Fiscal Year 2022 Trustee Compensation
The following table details the total compensation of the Trustees for the fiscal year ended December 31, 2022 for services as a Trustee.
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Name
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Fees Earned or Paid
in Cash ($)(1) |
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Stock Awards ($)(2)
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All Other
Compensation ($) |
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Total ($)
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| Jennifer F. Francis(3) | | | | | — | | | | | | 42,800 | | | | | | — | | | | | | 42,800 | | |
| John L. Harrington | | | | | 90,000 | | | | | | 42,800 | | | | | | — | | | | | | 132,800 | | |
| Lisa Harris Jones | | | | | 92,500 | | | | | | 42,800 | | | | | | — | | | | | | 135,300 | | |
| Daniel F. LePage | | | | | 95,000 | | | | | | 42,800 | | | | | | — | | | | | | 137,800 | | |
| David A. Pierce | | | | | 88,356 | | | | | | 42,800 | | | | | | — | | | | | | 131,156 | | |
| Adam D. Portnoy(3) | | | | | — | | | | | | 42,800 | | | | | | — | | | | | | 42,800 | | |
| Jeffrey P. Somers | | | | | 90,000 | | | | | | 42,800 | | | | | | — | | | | | | 132,800 | | |
(1)
The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Trustee in 2022, consisting of a $75,000 annual cash fee and each of Messrs. Harrington, LePage and Somers earned an additional $15,000, $20,000 and $15,000, respectively, for service as a committee chair in 2022. Ms. Harris Jones earned an additional $17,500 for service as the Lead Independent Trustee. Mr. Pierce also received a prorated fee of $13,356 for a partial year of service as an Independent Trustee beginning with his election to our Board on March 29, 2022.
(2)
Equals 20,000 Common Shares multiplied by the closing price of such shares on June 2, 2022, the award date. 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 Common Share awards fully vested on the award date.
(3)
Managing Trustees do not receive cash compensation for their services as Trustees.
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2023 Proxy Statement
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OWNERSHIP OF OUR EQUITY SECURITIES
Trustees and Executive Officers
The following table sets forth information regarding the beneficial ownership of the outstanding Common Shares by each Trustee nominee, each Trustee, each of our named executive officers and our Trustees, Trustee nominees, and executive officers as a group, all as of April 17, 2023. Unless otherwise noted, to our knowledge, voting power and investment power in the Common Shares are exercisable solely by the named person and the principal business address of the named person is c/o Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
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Name and Address
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Aggregate
Number of Shares Beneficially Owned* |
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Percent of
Outstanding Shares** |
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Additional Information
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| Adam D. Portnoy | | | | | 2,744,392 | | | |
1.15%
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Includes 2,550,019 Common Shares
owned by ABP Trust. Voting and investment power with respect to Common Shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as ABP Trust’s sole trustee. |
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| Jennifer F. Francis | | | | | 191,992 | | | |
Less than 1%
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| Richard W. Siedel Jr. | | | | | 95,877 | | | |
Less than 1%
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| Jeffrey P. Somers | | | | | 78,500 | | | |
Less than 1%
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| Lisa Harris Jones | | | | | 69,233 | | | |
Less than 1%
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| Daniel F. LePage | | | | | 51,910 | | | |
Less than 1%
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| John L. Harrington | | | | | 40,000 | | | |
Less than 1%
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| | Includes 40,000 Common Shares owned by the John L. Harrington Revocable Trust. Mr. Harrington may be deemed to hold voting and investment power as a trustee and beneficiary of the John L. Harrington Revocable Trust. | |
| David A. Pierce | | | | | 20,000 | | | |
Less than 1%
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| All Trustees, the Trustee nominees and executive officers as a group (eight persons) | | | | | 3,291,904 | | | |
1.37%
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*
Amounts exclude fractional shares.
**
The percentages indicated are based on approximately 239,682,467 Common Shares outstanding as of April 17, 2023.
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2023 Proxy Statement
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Principal Shareholders
Set forth in the table below is information about the number of Common Shares held by persons known to be the beneficial owners of more than 5.0% of the outstanding Common Shares based on filings with the SEC pursuant to Section 13(d) and Section 13(g) of the Exchange Act.
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Name and Address
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Aggregate
Number of Shares Beneficially Owned |
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Percent of
Outstanding Shares* |
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Additional Information
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The Vanguard Group, Inc. (“Vanguard”)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
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24,100,068
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10.05%
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| | | Based on a Schedule 13G/A filed with the SEC on March 10, 2023 by Vanguard reporting that, at February 28, 2023, Vanguard beneficially owned 24,100,068 Common Shares and had shared voting power over 120,800 Common Shares, sole dispositive power over 23,889,251 Common Shares and shared dispositive power over 210,817 Common Shares. | |
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BlackRock, Inc. (“BlackRock”)
55 East 52nd Street New York, New York 10055 |
| | | | 17,083,807 | | | | | | 7.13% | | | |
Based on a Schedule 13G/A filed with the SEC
on January 6, 2023 by BlackRock reporting that, at December 31, 2022, BlackRock beneficially owned 17,083,807 Common Shares and had sole voting power over 16,641,069 Common Shares and sole dispositive power over 17,083,807 Common Shares. |
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Flat Footed LLC (“Flat Footed”)
3465 N Pines Way, Suite 104 Box 206 Wilson, WY 83014 |
| | | | 16,730,156 | | | | | | 6.98% | | | |
Based on a Schedule 13G filed with the SEC on
February 14, 2023 by Flat Footed reporting that at December 31, 2022, Flat Footed beneficially owned 16,730,156 Common Shares and had shared voting power over 16,730,156 Common Shares and shared dispositive power over 16,730,156 Common Shares. |
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Millennium Management LLC (“Millennium”)
399 Park Avenue New York, New York 10022 |
| | | | 13,054,108 | | | | | | 5.45% | | | |
Based on a Schedule 13G filed with the SEC on
January 3, 2023 by Millennium reporting that, at December 23, 2022, Millennium beneficially owned 13,054,108 Common Shares and had shared voting power over 13,054,108 Common Shares and shared dispositive power over 13,054,108 Common Shares. |
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*
Our Declaration of Trust places restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class of our Common Shares. Vanguard and BlackRock, however, are Excepted Holders, as defined in our Declaration of Trust, and therefore are not subject to this ownership limit, subject to certain limitations. The percentages indicated are based on approximately 239,682,467 Common Shares outstanding as of April 17, 2023.
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2023 Proxy Statement
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PROPOSAL 2:
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| | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
As required by Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers as described in the “Compensation Discussion and Analysis” section beginning on page 40 and the “Executive Compensation” section beginning on page 46.
Our Board recommends that shareholders vote “FOR” the following resolution:
RESOLVED: That the shareholders of the Company approve, on a non-binding, advisory basis, the compensation paid by the Company to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” in this Proxy Statement.
Because your vote is advisory, it will not be binding upon our Board or Compensation Committee. However, our Board values shareholders’ opinions and our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.
Approval of the advisory vote to approve executive compensation requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2023 Annual Meeting.
Our Board of Trustees recommends a vote “FOR” the advisory vote to approve executive compensation.
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2023 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Overview
Our compensation structure is unique because of our relationship with our manager, RMR. Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. RMR’s base business management fee is paid based on the lower of the historical cost of our properties and our market capitalization. RMR also may earn an incentive management fee based on the three year total return of our Common Shares relative to an index of our peers. Because our named executive officers are employees of RMR and not our Company, RMR, and not our Company, determines the cash compensation payable to our named executive officers.1 We do not reimburse RMR for compensation RMR paid or pays to our executive officers and our management agreements with RMR do not require RMR to allocate or pay a specific amount or percentage of RMR’s management fees to our named executive officers or require those officers to dedicate a specified amount of their time to our business.
RMR Compensation Practices. In order to enable our shareholders to make an informed decision on the non-binding advisory vote to approve the compensation of our named executive officers (“Say on Pay”), RMR has provided us with the following information about the compensation it paid in 2022 to our named executive officers for services provided by those officers to RMR, our Company and other RMR Clients:
•
The portion of the management fee that is allocated to named executive officer compensation paid by RMR.
•
Of this named executive officer compensation, the breakdown of base salary vs. cash bonus.
•
The metrics RMR uses to evaluate performance to determine the named executive officers’ cash bonuses.
Our named executive officers are officers and employees of RMR and, as officers and employees of RMR, also provide services to RMR and other RMR Clients. RMR has informed us that the cash compensation paid by RMR to our named executive officers is for services provided by the officers to RMR, our Company and other RMR Clients. RMR has also informed us that it is not able to allocate with reasonable certainty or provide a reasonable estimate of the compensation paid by RMR to our named executive officers for their services to us for a number of reasons, including that:
•
Our management agreements with RMR do not require individual executive officers to dedicate a specific amount of time to providing services to us under those agreements. RMR’s officers and employees provide services on an as needed basis across RMR, our Company and all other RMR Clients.
•
Our management agreements with RMR do not require that a specified amount or percentage of the management fees we pay to RMR be allocated to our executive officers.
•
RMR does not designate a specific amount of time that our named executive officers must spend providing services to us or record the amount of time that our named executive officers (or any other employee of RMR) spend providing services to us or other entities.
Summary of 2022 Named Executive Officer Compensation.
•
RMR has advised us that in 2022, RMR paid each of our named executive officers cash compensation for services provided by the officers to RMR, our Company and other RMR Clients, which cash compensation was comprised of a base salary and a discretionary cash bonus. With respect to 2022, our named executive officers collectively received aggregate base salary payments of $725,000 and aggregate discretionary cash bonuses of $1,750,000 from RMR. These amounts collectively represent 5.7% of the aggregate management fees and reimbursements we paid to RMR for 2022. On an aggregated basis, the named executive officers received 29% of their total cash compensation in the form of base salary payments and the remaining 71% in the form of discretionary cash bonuses.
•
RMR did not provide guaranteed cash bonuses to our named executive officers during 2022 and did not set specific performance targets on which bonuses would be payable to them. Instead, the
1
Our named executive officers were our only executive officers during 2022.
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40
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2023 Proxy Statement
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annual cash bonuses paid by RMR to our named executive officers in 2022 were discretionary in amount and were based on a performance evaluation conducted by, in the case of Ms. Francis, RMR Inc.’s compensation committee and, in the case of Mr. Siedel, certain members of RMR’s Executive Operating Committee.
•
In 2022, RMR Inc. awarded 6,000 shares of Class A common stock of RMR Inc., with a grant date fair value of $157,860, to Ms. Francis and 2,400 shares of Class A common stock of RMR Inc., with a grant date fair value of $63,144 to Mr. Siedel (subject to certain vesting requirements described below).
•
A list of specified peer companies was considered by RMR to develop appropriate compensation packages for the named executive officers.
Named Executive Officer Compensation Philosophy and Process.
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The key principle of RMR’s compensation philosophy for all employees, including our named executive officers, is to pay for performance. RMR maintains a rigorous and thorough talent and compensation review process to ensure that its employees are in appropriate roles that maximize their full potential. This process also ensures that there is strong leadership guiding employees and that there is a succession and development plan for each role. RMR’s goal is to make employee and leadership development an integral part of its culture, supporting each employee and the continued success of RMR, our Company and other RMR Clients.
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RMR’s named executive officer compensation planning process incorporates key areas of evaluation, including:
•
external market data;
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internal benchmarking; and
•
quantitative and qualitative assessments of Company, group and individual performance.
Named Executive Officer Compensation Practices. RMR’s pay for performance compensation philosophy is reflected in its compensation practices, including:
•
no guaranteed salary increases or guaranteed cash bonuses;
•
no specific performance targets on which bonuses would be paid;
•
no specific incentive or additional performance awards for growing assets under management or for exceeding return benchmarks;
•
no excessive perquisites;
•
no tax gross-ups;
•
annual assessment of named executive officer compensation against peer companies and best practices;
•
holistic performance evaluations; and
•
annual salary cap.
Components of the Named Executive Officers’ Compensation. RMR’s compensation program includes both a base salary and a cash bonus. The cash bonuses RMR pays to our named executive officers are discretionary in amount and are based on a performance evaluation. The evaluation involves an analysis of both (i) the overall performance of RMR, our Company and other RMR Clients, and (ii) the performance of the individual officer and his, her or their contributions, and services provided, to RMR, our Company and other RMR Clients. RMR believes this evaluation process allows RMR to link pay with performance in the closest way possible and provide RMR with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including the named executive officer’s ability to react to changing circumstances that impact the businesses of RMR, our Company and other RMR Clients.
RMR Inc. also awards shares of Class A common stock of RMR Inc. to our named executive officers. One fifth of the shares awarded vested on the award date and an additional one fifth are scheduled to vest on each
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2023 Proxy Statement
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of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services to RMR or one of the RMR Clients or their respective affiliates and to accelerated vesting under certain circumstances.
The table below describes the objectives supported by each of RMR’s and RMR Inc.’s primary compensation elements, along with an overview of the key design features of each element.
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Compensation Element
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What It Does
|
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Key Measures
|
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| Base Salary | | |
•
Provides a level of fixed pay appropriate to an executive’s role and responsibilities
•
Evaluated on an annual basis
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•
Experience, duties and scope of responsibility
•
Internal and external market factors
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| Discretionary Cash Bonus | | |
•
Provides a competitive annual cash incentive opportunity
•
Links executives’ interests with shareholders’ interests
•
Incentivizes and rewards superior group, individual and Company performance
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•
Based on holistic performance evaluation
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| Equity Compensation | | |
•
Links executives’ interests with long-term interests of shareholders
•
Incentivizes and rewards superior group, individual and Company performance
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•
Based on holistic performance evaluation
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Named Executive Officer Pay Mix. As discussed above, RMR’s 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 shareholders. During 2022, Ms. Francis and Mr. Siedel received aggregate performance based discretionary cash bonuses of $1,750,000 from RMR.
The base salary payments for our named executive officers (which represent the fixed portion of their compensation packages) are reviewed annually and may be adjusted as RMR deems appropriate. RMR historically adjusts salary payments on October 1, the first day of its fiscal year. During 2022, Ms. Francis and Mr. Siedel received aggregate base salary payments of $725,000 from RMR. On an aggregated basis, in 2022, Ms. Francis and Mr. Siedel received 29% of their total cash compensation in the form of base salary payments and the remaining 71% in the form of performance-based discretionary bonuses.
For information regarding the compensation paid by RMR and RMR Inc. to the named executive officers of RMR Inc., please see the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and its Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Shareholders. RMR Inc.’s filings with the SEC are not incorporated by reference into this Proxy Statement.
Compensation Philosophy
Our compensation program for our executive officers consists of Common Share awards under the Share Award Plan. Our Compensation Committee believes that these share awards recognize our executive officers’ scope of responsibilities, reward demonstrated performance and leadership, motivate future performance and further align the interests of the executive officers with those of our shareholders.
Overview of 2022 Compensation Actions
In September 2022, our Compensation Committee Chair met with one of our Managing Trustees, Adam D. Portnoy, and the compensation committee chairs of RMR Inc. and the other RMR Clients, which included:
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2023 Proxy Statement
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Industrial Logistics Properties Trust (“ILPT”); Office Properties Income Trust (“OPI”); Service Properties Trust (“SVC”), Seven Hills Realty Trust (“SEVN” and, together with ILPT, OPI and SVC, the “Other RMR Managed REITs”); ALR; and TravelCenters of America Inc. (“TA”). The purposes of this meeting were, among other things, to discuss compensation philosophy and factors that may affect compensation decisions, to consider the allocation of internal audit and related services costs among RMR Inc., our Company and other RMR Clients, to provide a comparative understanding of potential share awards by us and the other RMR Clients and to hear and consider recommendations from RMR concerning potential share awards and the vesting of those shares, which were in part based on the results of RMR’s review of current market practices with respect to executive compensation, and specifically of the companies’ 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 the other RMR Clients are considered to be appropriate comparisons because of the similarities between certain services we require from our share awardees and the services provided by awardees providing similar services to these other companies. Subsequent to this meeting, the members of our Compensation Committee held a meeting at which our Compensation Committee Chair provided a report of the information discussed with Mr. Portnoy and others, and made recommendations for share awards to our named executive officers. Our Compensation Committee then discussed these recommendations and other factors, including the following factors for the 2022 share awards: (i) the value of the proposed share awards; (ii) the historical awards previously awarded to these named executive officers and the corresponding values at the time of the awards; (iii) the recommendations of RMR as presented by Mr. Portnoy, president and chief executive officer of RMR; (iv) the value of share awards to executive officers providing comparable services at the applicable Other RMR Managed REITs and other RMR Clients; (v) the scope of, and any changes to, the responsibilities assigned to, or assumed by, these named executive officers during the past year and on a going forward basis; (vi) the length of historical services by these named executive officers; (vii) our Compensation Committee’s perception regarding the quality of the services provided by these named executive officers in carrying out those responsibilities; and (viii) our financial and operating performance in the past year and our perceived future prospects. Our Compensation Committee considered these multiple factors in determining whether to increase or decrease the amounts of the prior year’s awards. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The share amounts we awarded were determined by our Compensation Committee on a discretionary basis using various factors. The named executive officers did not participate in these meetings and were not involved in determining or recommending the amount or form of named executive officer compensation they received from us.
Analysis of 2022 Awards under the Share Award Plan
Although we do not pay any cash compensation directly to our officers and have no employees, we adopted the Share Award Plan to reward our named executive officers and other RMR employees who provide services to us and to align their interests with those of our shareholders. We award shares under the Share Award 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 the executives to remain employees of RMR and to continue to provide services to us through the term of the awards.
Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, which currently consist solely of the Share Award Plan. Our Compensation Committee has historically determined to use awards of Common Shares under the Share Award Plan rather than seek to issue stock options as equity compensation. Because the value of the Common Shares may be determined in part by reference to its dividend yield relative to market interest rates rather than by its potential for capital appreciation, we believe a conventional stock option plan might not provide appropriate incentives for management for a business like ours, but a share award plan may create a better identity of interests between management and other shareholders. Also, because we believe a stock option plan could have the potential to encourage excessive short term risk taking, we have historically granted share awards rather than issue stock options.
Our Compensation Committee uses comparative information about the applicable Other RMR Managed REITs as additional data to help it determine whether it is awarding share amounts that are reasonable based
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on the characteristics of those REITs and their respective officers. Our Compensation Committee also considers the size and structure of the applicable Other RMR Managed REITs and other RMR Clients, and the experience, length of service and scope of duties and responsibilities of the officers at these other companies to assess the appropriateness of the value of the share awards proposed for our officers in light of the proposed awards for officers with comparable roles at the other companies. Our Compensation Committee reviewed the compensation data regarding the applicable Other RMR Managed REITs and their officers, together with the other factors discussed above in “Overview of 2022 Compensation Actions,” but our Compensation Committee did not undertake a detailed comparison of the named executive officers across the applicable Other RMR Managed REITs or other RMR Clients or assign weight to any particular characteristic of these other companies or their officers because our Compensation Committee determines the share amounts in its sole discretion on a non-formulaic basis. In 2022, our Compensation Committee considered the foregoing factors and the factors set forth above in “Overview of Fiscal 2022 Compensation Actions” and decided to award the same number of Common Shares to Ms. Francis that she received in 2021 and to increase the number of Common Shares awarded to Mr. Siedel from the amount awarded in 2021. Our Compensation Committee considered Ms. Francis and Mr. Siedel’s level of performance and length of service to us in determining these awards. These share awards were made in accordance with the recommendation of RMR and the Chair of our Compensation Committee. Such share awards also provide for vesting upon the occurrence of certain corporate “change in control” or termination events.
We determine the fair market value of the shares awarded based on the closing price of the Common Shares on the date of the award. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by RMR 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 to provide 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, RMR or any RMR Client or their respective affiliates during the vesting period, we may cause the forfeiture of the Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under the Share Award 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 and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for the Trustees), 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 its named executive officers with those of its shareholders. Our Compensation Committee believes that the equity compensation of its named executive officers is appropriate to the goal of providing shareholders dependable, long term returns.
Frequency of Say on Pay
Our current policy, consistent with the prior vote of our shareholders, is to provide shareholders with an opportunity to approve, on an advisory basis, our compensation of our named executive officers each year at the annual meeting of shareholders. Accordingly, we are providing shareholders with an opportunity to approve this compensation on a non-binding, advisory basis. As noted above, our only compensation to our named executive officers is Common Share awards. None of our named executive officers are employed by us. Our manager, RMR, provides services that otherwise would be provided by employees and employs and compensates our named executive officers directly and in RMR’s sole discretion in connection with their services rendered to us and to RMR and the other RMR Clients as discussed above.
In evaluating our compensation process for 2022, our Compensation Committee generally considered the results of the most recent advisory vote of our shareholders on the compensation of the executive officers named in the proxy statement for our 2022 annual meeting of shareholders.
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Additionally, as required by Section 14A of the Exchange Act, this year we are including a proposal for our shareholders to indicate, on a nonbinding advisory basis, the frequency with which shareholders wish to have a nonbinding advisory vote on the compensation we pay to our named executive officers. Our shareholders last voted on the frequency of the nonbinding advisory vote on compensation paid to our named executive officers at our 2017 annual meeting of shareholders. Accordingly, we are providing shareholders with an opportunity to vote, on a nonbinding basis, on the frequency with which to hold the nonbinding vote on named executive officer compensation. Our Board recommends that we include a nonbinding shareholder advisory vote on named executive officer compensation in our annual meeting proxy statement each year. For further information regarding the Frequency of Say on Pay, please see Proposal 3 “Advisory Vote on the Frequency of Future Advisory Votes” to Approve Executive Compensation.
REPORT OF OUR COMPENSATION COMMITTEE
The Compensation Committee (our “Compensation Committee”) of the Board of Trustees (our “Board of Trustees”) of Diversified Healthcare Trust has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, our Compensation Committee recommended to our Board of Trustees that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Jeffrey P. Somers, Chair
Lisa Harris Jones
David A. Pierce
Lisa Harris Jones
David A. Pierce
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee is comprised entirely of the three Independent Trustees listed above. No member of our Compensation Committee is a current, or during 2022 was a former, officer or employee of ours. In 2022, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board or our Compensation Committee or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on our Compensation Committee. Two members of our Compensation Committee serve as independent trustees or independent directors of other public RMR Clients and one member of our Compensation Committee serves on a compensation committee of another public RMR Client. Mr. Somers serves as an independent trustee of OPI and SEVN. Ms. Harris Jones serves as an independent trustee of ILPT and an independent director and compensation committee member of TA. The disclosures regarding our relationships with these foregoing entities and certain transactions with or involving them under the section entitled “Certain Related Person Transactions” are incorporated by reference herein.
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EXECUTIVE COMPENSATION
The following tables and footnotes summarize the total compensation we paid to our President and Chief Executive Officer and our Chief Financial Officer and Treasurer who were serving as such officers as of December 31, 2022, or our “named executive officers.” Our named executive officers were our only executive officers during 2022. Please see “Compensation Discussion and Analysis—Compensation Overview” above for an explanation of why we pay our named executive officers no cash compensation. For information regarding the compensation paid by RMR and RMR Inc. to our named executive officers, please see the above “RMR Compensation Practices” section. For information regarding the compensation paid by RMR and RMR Inc. to the named executive officers of RMR Inc., please see the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and its Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Shareholders. RMR Inc.’s filings with the SEC are not incorporated by reference into this Proxy Statement.
Summary Compensation Table
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Name and Principal Position
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Year
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Salary
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Bonus
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Stock Awards ($)(1)
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All Other
Compensation ($)(2) |
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Total ($)
|
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Jennifer F. Francis(3)
President and Chief Executive Officer |
| | | | 2022 | | | |
—
|
| |
—
|
| | | | 120,800 | | | | | | 3,195 | | | | | | 123,995 | | |
| | | | 2021 | | | |
—
|
| |
—
|
| | | | 278,600 | | | | | | 1,824 | | | | | | 280,424 | | | ||
| | | | 2020 | | | |
—
|
| |
—
|
| | | | 113,100 | | | | | | 3,321 | | | | | | 116,421 | | | ||
|
Richard W. Siedel Jr.(3)
Chief Financial Officer and Treasurer |
| | | | 2022 | | | |
—
|
| |
—
|
| | | | 52,000 | | | | | | 1,845 | | | | | | 53,845 | | |
| | | | 2021 | | | |
—
|
| |
—
|
| | | | 102,300 | | | | | | 1,189 | | | | | | 103,489 | | | ||
| | | | 2020 | | | |
—
|
| |
—
|
| | | | 75,400 | | | | | | 2,757 | | | | | | 78,157 | | | ||
(1)
Represents the grant date fair value of Common Share awards in 2022, 2021 and 2020, 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. The values listed in this column for Ms. Francis include the value of 20,000 Common Shares awarded to her in her capacity as a Managing Trustee in each of 2022 and 2021. Ms. Francis was first elected as a Managing Trustee in June 2021 and she was also elected Chief Executive Officer at that time and continued to serve as our President. Prior to that time, she served as our President and Chief Operating Officer.
(2)
Consists of cash distributions in the applicable year on unvested Common Shares received in connection with cash distributions we paid to all of our shareholders. We pay no cash compensation to our executive officers. As noted above, our named executive officers are employees of, and are paid by, RMR (other than the awards of Common Shares to our executive officers described in this Proxy Statement) for their service as our executive officers.
(3)
Our named executive officers are officers and employees of RMR, and as officers and employees of RMR, also provide services to RMR and RMR Clients. In 2022, our named executive officers received aggregate base salary payments of $725,000 and aggregate cash bonuses of $1,750,000 from RMR for services those officers provided to RMR, our Company and other RMR Clients.
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2022 Grants of Plan Based Awards
The following table shows the total Common Shares awarded by us to our named executive officers in their capacity as our officers in 2022.
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Name
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Grant Date
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All Other Stock Awards:
Number of Shares of Stock or Units (#) |
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Grant Date Fair Value of
Stock and Option Awards ($)(1) |
| |||||||||
| Jennifer F. Francis | | | | | 9/14/2022 | | | | | | 60,000 | | | | | | 78,000 | | |
| Richard W. Siedel Jr. | | | | | 9/14/2022 | | | | | | 40,000 | | | | | | 52,000 | | |
(1)
Equals the number of 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.
2022 Outstanding Equity Awards at Fiscal Year End
The agreements governing the Common Shares we awarded to our named executive officers in 2022 and prior years in their capacity as our officers provided 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 or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under the Share Award 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 2022 and prior years to our named executive officers that were unvested as of December 31, 2022.
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Stock Awards
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| |||||||||
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Name
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Year Granted
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Number of Shares or Units
of Stock That Have Not Vested (#)(1) |
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Market Value of Shares or
Units of Stock That Have Not Vested ($)(2) |
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Jennifer F. Francis
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| | | | 2022 | | | | | | 48,000 | | | | | | 31,046 | | |
| | | | 2021 | | | | | | 36,000 | | | | | | 23,285 | | | ||
| | | | 2020 | | | | | | 12,000 | | | | | | 7,762 | | | ||
| | | | 2019 | | | | | | 3,000 | | | | | | 1,940 | | | ||
|
Richard W. Siedel Jr.
|
| | | | 2022 | | | | | | 32,000 | | | | | | 20,698 | | |
| | | | 2021 | | | | | | 18,000 | | | | | | 11,642 | | | ||
| | | | 2020 | | | | | | 8,000 | | | | | | 5,174 | | | ||
| | | | 2019 | | | | | | 2,000 | | | | | | 1,294 | | | ||
(1)
The Common Shares awarded in 2022, 2021, 2020 and 2019 were awarded on September 14, 2022, September 15, 2021, September 17, 2020 and September 18, 2019, respectively.
(2)
Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 30, 2022.
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2022 Stock Vested
The following table shows Common Share awards made in 2022 and prior years to our named executive officers that vested in 2022.
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of Shares Acquired
on Vesting (#) |
| |
Value Realized on
Vesting ($)(1) |
| ||||||
| Jennifer F. Francis (2) | | | | | 34,500 | | | | | | 45,105 | | |
| Richard W. Siedel Jr. | | | | | 21,500 | | | | | | 28,145 | | |
(1)
Equals the number of vesting Common Shares multiplied by the closing price on the dates that such Common Shares vested in 2022.
(2)
The number of Common Shares shown in the table does not include Common Shares awarded to Ms. Francis in her capacity as a Managing Trustee.
Potential Payments upon Termination or Change in Control
The Share Award 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, 2022.
|
Name
|
| |
Number of Shares Vested Upon
Termination Event (#) |
| |
Value Realized on Termination Event
as of December 31, 2022 ($)(1) |
| ||||||
| Jennifer F. Francis | | | | | 99,000 | | | | | | 64,033 | | |
| Richard W. Siedel Jr. | | | | | 60,000 | | | | | | 38,808 | | |
(1)
Equals the number of Common Shares multiplied by the closing price of the Common Shares on December 30, 2022.
From time to time we have approved, and may in the future approve, the acceleration of vesting of Common Shares previously awarded under the Share Award Plan to former employees of RMR, which may include individuals who are our executive officers, when their employment with RMR is terminated.
For a discussion of the consequences of a Termination Event under our business and property management agreements with RMR, see the below “Related Person Transactions” section.
Pay Ratio
Pay ratio disclosure under Item 402(u) has not been provided because we do not have any employees.
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. Please see “Compensation Discussion and Analysis—Compensation Overview” above for an explanation of why we pay our NEOs no cash compensation. For information regarding the compensation paid by RMR and RMR Inc. to our NEOs, please see the above “RMR and RMR Inc. Compensation Practices section.
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| | 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-PEOs NEOs(2) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($000s) | | ||||||||||||||||||||||||
| | Total Shareholder Return | | | Peer Group Total Shareholder Return** | | |||||||||||||||||||||||||||||||||||||||
| | 2022 | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $ | | | | | | $( | | |
| | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||||
*
Because the Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
**
Peer group total shareholder return is based on the MSCI U.S. REIT/ Health Care REIT Index.
(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 | | |||||||||||||||||||||||||||||||||||||||||||||
| | 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 | | |||||||||||||||||||||
| | 2022 | | | | | | | | $ | | | | | | $ | | | | | | $( | | | | | | $ | | | | | | $( | | | | | | $( | | | | | | $( | | |
| | 2021 | | | Jennifer Francis | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | |||||
| | 2020 | | | Jennifer Francis | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | |||||
(2)
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.
| | Average Non-PEO NEOs—Compensation Actually Paid | | ||||||||||||||||||||||||
| | Year | | | NEO Names | | | 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 | |
| | 2022 | | | Richard Siedel* | | | $ | | | $ | | | $( | | | $ | | | $( | | | $( | | | $( | |
| | 2022 Average | | | | | | | | | ( | | | | | | ( | | | ( | | | ( | | |||
| | 2021 | | | Richard Siedel | | | | | | | | | ( | | | | | | ( | | | | | | | |
| | 2021 Average | | | | | | | | | ( | | | | | | ( | | | | | | | | |||
| | 2020 | | | Richard Siedel | | | | | | | | | ( | | | | | | ( | | | | | | | |
| | 2020 Average | | | | | | | | | ( | | | | | | ( | | | | | | | | |||
*
Richard Siedel was our only Non-PEO NEO.
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Relationship Description
*
Because the Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
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PROPOSAL 3:
|
| | ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION | |
As required by Section 14A of the Exchange Act, we are including a proposal for our shareholders to indicate, on a nonbinding, advisory basis, the frequency with which they wish to have a nonbinding, advisory vote on the compensation paid to our named executive officers; in other words, how often a proposal similar to this year’s Proposal 2 will be included in the matters to be voted on at our annual meetings of shareholders. The choices available under Section 14A are every year, every other year or every three years.
After careful consideration, our Board recommends that you select every year as the desired frequency for a nonbinding, advisory vote of shareholders on named executive officer compensation. We believe this frequency is appropriate because it encourages our shareholders to evaluate our executive compensation arrangements and to review the compensation of our named executive officers each year as reported in the Summary Compensation Table.
The affirmative vote of a majority of the votes cast will be necessary to approve the selection under Proposal 3 of every year (box “1 Year” on the proxy card) or any of the other options provided as the frequency with which our shareholders will be asked to hold a nonbinding, advisory vote on named executive officer compensation. In the event that no option receives a majority of the votes cast, our Board will consider the option that receives the highest number of votes as the recommended choice of the shareholders. The shareholder vote on Proposal 3 is advisory and nonbinding and serves only as a recommendation to our Board. Our Board has not yet determined the frequency with which we will hold the shareholder advisory vote on named executive officer compensation required by Section 14A of the Exchange Act. Whether or not a majority of votes is cast in favor of any of the options available in this Proposal 3, our Board will decide among these options in its discretion.
Our Board of Trustees recommends a vote for EVERY YEAR (box “1 Year” on the proxy card) as the frequency with which a nonbinding shareholder advisory vote on named executive officer compensation will occur.
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PROPOSAL 4:
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| | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | |
Our Audit Committee has the sole authority and responsibility to hire, evaluate and, when appropriate, replace our independent auditors and is directly responsible for the appointment, compensation and general oversight of the work of our independent auditors. Our Audit Committee is responsible for approving the audit and permissible non-audit services provided by our independent auditors and the associated fees.
Our Audit Committee evaluates the performance of our independent auditors annually and determines whether to re-engage the current independent auditors or consider other audit firms. In doing so, our Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ technical expertise and knowledge of our operations and industry, the auditors’ independence, the results of inspections by the Public Company Accounting Oversight Board (“PCAOB”) and peer quality reviews of the auditors and the auditors’ reputation in the marketplace. In connection with the mandated rotation of our independent auditors’ lead engagement partner, our Audit Committee and its Chair consider the selection of the new lead engagement partner identified by our independent auditors.
Based on this evaluation, our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent auditors for the fiscal year ending December 31, 2023. Deloitte has served as our independent auditors since June 2020 and is considered by management and our Audit Committee to be well-qualified.
Our Audit Committee has determined to submit its selection of our independent auditors to our shareholders for ratification. This vote will ratify prior action by our Audit Committee and will not be binding upon our Audit Committee. However, our Audit Committee may reconsider its prior appointment of our independent auditors or consider the results of this vote when it determines who to appoint as our independent auditors in the future.
Audit Fees and All Other Fees
The following table shows the fees for audit and other services provided to us by Deloitte for the fiscal years ended December 31, 2022 and December 31, 2021.
| | | |
2022 Fees
|
| |
2021 Fees
|
| ||||||
| Audit Fees | | | | $ | 1,403,477 | | | | | $ | 1,266,688 | | |
| Audit Related Fees | | | | | 0 | | | | | | 0 | | |
| Tax Fees | | | | | 28,350 | | | | | | 7,350 | | |
| All Other Fees | | | | | 948 | | | | | | 812 | | |
Audit Fees. This category includes fees associated with the annual financial statements audit and related audit procedures, the audit of internal control over financial reporting, work performed in connection with any registration statements and any applicable Current Reports on Form 8-K and the review of any of our Quarterly Reports on Form 10-Q.
Audit Related Fees. This category consists of services that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.” These services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.
Tax Fees. This category consists of fees for tax services, including tax compliance, tax advice and tax planning.
All Other Fees. This category consists of services that are not included in the above categories. The amounts for 2022 and 2021 reflect annual subscription fees for Deloitte’s online accounting research application.
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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Our Audit Committee has established policies and procedures that are intended to control the services provided by our independent auditors and to monitor their continuing independence. Under these policies, our independent auditors may not undertake any services unless the engagement is specifically approved by our Audit Committee or the services are included within a category that has been approved by our Audit Committee. The maximum charge for services is established by our Audit Committee when the specific engagement or the category of services is approved. In certain circumstances, our management is required to notify our Audit Committee when approved services are undertaken and our Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. Our Director of Internal Audit is responsible for reporting to our Audit Committee regarding compliance with these policies and procedures.
Our Audit Committee will not approve engagements of our independent auditors to perform non-audit services for us if doing so will cause our independent auditors to cease to be independent within the meaning of applicable SEC or Nasdaq rules. In other circumstances, our Audit Committee considers, among other things, whether our independent auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers and whether the services are consistent with the PCAOB’s rules.
All services for which we engaged Deloitte in fiscal 2022 and 2021 were approved by our Audit Committee. The total fees for audit and non-audit services provided by Deloitte in fiscal 2022 and 2021 are set forth above. Our Audit Committee approved the engagement of Deloitte in fiscal 2022 and 2021 to provide the non-audit services described above because it determined that Deloitte providing these services would not compromise its independence and that Deloitte’s familiarity with our record keeping and accounting systems would permit the firm to provide these services with equal or higher quality, more quickly and at a lower cost than we could obtain comparable quality services from other providers.
Other Information
We have been advised by Deloitte that neither the firm, nor any member of the firm, has any material interest, direct or indirect, in any capacity in us or our subsidiaries.
One or more representatives of Deloitte will be present at our 2023 Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Ratification of the appointment of our independent auditors requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2023 Annual Meeting.
Our Board of Trustees recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as independent auditors.
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REPORT OF OUR AUDIT COMMITTEE
In the course of the Audit Committee (our “Audit Committee”) of the Board of Trustees (our “Board of Trustees”) of Diversified Healthcare Trust’s oversight of our financial reporting process, our Audit Committee has: (i) reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2022; (ii) discussed with Deloitte & Touche LLP, our independent auditors, the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301; (iii) received the written disclosures and the letter from our auditors required by applicable requirements of the PCAOB regarding our independent auditors’ communications with our Audit Committee concerning independence; (iv) discussed with our independent auditors their independence; and (v) considered whether the provision of non-audit services by our independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time.
Based on the foregoing review and discussions, our Audit Committee recommended to our Board of Trustees that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the Securities and Exchange Commission.
Daniel F. LePage, Chair
John L. Harrington
Lisa Harris Jones
David A. Pierce
Jeffrey P. Somers
John L. Harrington
Lisa Harris Jones
David A. Pierce
Jeffrey P. Somers
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FREQUENTLY ASKED QUESTIONS
Proxy Materials and Voting Information
1.
What is included in the proxy materials? What is a proxy statement and what is a proxy?
The proxy materials for our 2023 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 2023 Annual Meeting, this Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022 (collectively, the “proxy materials”). If you request a paper copy of these materials, the proxy materials will also include a proxy card or voting instruction form.
A proxy statement is a document that SEC regulations require us to give you when we ask you to return a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called your proxy.
2.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with our registrar and transfer agent, Equiniti Shareowner Services, you are considered a shareholder of record of those shares. If you are a shareholder of record, you should receive only one notice or proxy card for all the Common Shares you hold, whether in certificate or book entry form.
If your shares are held in an account you own at a bank or brokerage firm or you hold shares through another nominee, you are considered the “beneficial owner” of those shares. If you are a beneficial owner, you will receive voting instruction information from the bank, broker or other nominee through which you own your Common Shares.
If you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Common Shares you hold of record and a separate voting instruction form for the shares from the bank, broker or other nominee through which you own Common Shares.
3.
What different methods can I use to vote?
By Telephone or Internet. All shareholders of record as of the close of business on the record date can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card. Beneficial owners may authorize a proxy by telephone or internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or nominee will include the instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The telephone and internet proxy authorization procedures are designed to authenticate shareholder identities, to allow shareholders to authorize a proxy to vote their shares and to confirm that their instructions have been recorded properly. Proxies submitted by telephone or through the internet must be received by 11:59 p.m., Eastern time, on June 4, 2023 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m., Eastern time, on the day immediately preceding the date of the reconvened meeting.
By Written Proxy. All shareholders of record as of the close of business on the record date also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee. Proxies submitted by mail must be received by 11:59 p.m., Eastern time, on June 4, 2023 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m., Eastern time, on the day immediately preceding the date of the reconvened meeting.
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Electronically at our 2023 Annual Meeting.
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All shareholders of record as of the close of business on the record date may vote electronically at the meeting, as described in the response to question 11. Even if you plan to attend our 2023 Annual Meeting, we recommend that you follow the voting directions described above, so that your vote will be counted if you later decide not to attend our 2023 Annual Meeting.
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Beneficial owners as of the close of business on the record date may vote electronically at our 2023 Annual Meeting if they have a legal proxy, as described in the response to questions 11 and 12.
A shareholder may revoke a proxy at any time before it is voted at our 2023 Annual Meeting, subject to the proxy voting deadlines described above, by authorizing a proxy again on a later date by internet or by telephone, by signing and returning a later dated proxy card, by attending the meeting and voting electronically or by sending an original written statement revoking the prior proxy to our Secretary at our principal executive office (or by hand delivery to the Secretary before the taking of the vote at our 2023 Annual Meeting). Attendance at our 2023 Annual Meeting will not, by itself, revoke a duly executed proxy.
Beneficial owners who wish to change their votes should contact the organization that holds their shares.
If you have any questions or need assistance in voting your shares or authorizing your proxy, please call the firm assisting us in the solicitation of proxies:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Shareholders: (800) 967-5074
Brokers: (212) 269-5550
48 Wall Street, 22nd Floor
New York, NY 10005
Shareholders: (800) 967-5074
Brokers: (212) 269-5550
4.
Who may vote at our 2023 Annual Meeting?
Holders of record of Common Shares as of the close of business on April 17, 2023, the record date, or their duly authorized proxies may vote at the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date.
5.
What if I authorize a proxy and do not specify how my shares are to be voted?
If you submit a signed proxy card or authorize a proxy by internet or telephone, but do not indicate how your Common Shares should be voted on one or more proposals, then the proxies will vote your shares as our Board recommends on those proposals. Other than the proposals listed on pages 23, 39, 52 and 53 we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their discretion.
6.
What is a quorum? How are abstentions, withheld votes and broker non-votes counted?
A quorum of shareholders is required for shareholders to take action at our 2023 Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at our 2023 Annual Meeting constitutes a quorum.
Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter), if any, are included in determining whether a quorum is present. Abstentions are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of any Proposal to be acted upon at the 2023 Annual Meeting. Broker non-votes are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of Proposal 1, 2 or 3. There can be no broker non-votes on Proposal 4 as it is a matter on which, if you hold your
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shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on your behalf.
With respect to Proposal 1, a proxy marked “WITHHOLD” will have the same effect as an abstention and will not be counted for purposes of determining a plurality of votes cast, but will be counted as a vote “AGAINST” for purposes of determining a majority of votes cast under the Company’s Trustee resignation policy. Pursuant to the Company’s Governance Guidelines, if a Trustee nominee fails to receive a majority of votes cast, he or she will offer to resign from our Board, and our Board will decide whether to accept or reject the resignation offer.
7.
Can I access the proxy materials on the internet? How can I sign up for the electronic proxy delivery service?
The Notice of 2023 Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com. You may access these proxy materials on the internet through the conclusion of our 2023 Annual Meeting.
Instead of receiving future copies of our proxy materials by mail, shareholders of record and most beneficial owners may elect to receive these materials electronically. Opting to receive your future proxy materials electronically will reduce the environmental impact of our annual meeting, save us the cost of printing and mailing documents, and also will give you an electronic link to our proxy voting site. Your Notice Regarding the Availability of Proxy Materials instructs you as to how you may request electronic delivery of future proxy materials.
8.
How are proxies solicited and what is the cost?
We bear all expenses incurred in connection with the solicitation of proxies. We have engaged D.F. King & Co., Inc. (“D.F. King”) to assist with the solicitation of proxies for an estimated fee of $12,500 plus reimbursement of expenses. We have agreed to indemnify D.F. King against certain liabilities arising out of our agreement with D.F. King. We will request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Common Shares and to obtain their voting instructions. We will reimburse those firms for their expenses of forwarding proxy materials.
Proxies may also be solicited, without additional compensation, by our Trustees and officers, and by RMR, its officers and employees and its parent’s and subsidiaries’ directors, trustees, officers and employees, by mail, telephone or other electronic means or in person.
9.
What is householding?
As permitted by the Exchange Act and our Bylaws, we may deliver to shareholders only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 2023 Annual Meeting, this Proxy Statement and the Annual Report to Shareholders residing at the same address, unless a shareholder at such address has notified us of such shareholder’s desire to receive separate copies of those documents. This practice is known as “householding.”
We will deliver a separate copy of any of those documents to you if you write to us at Investor Relations, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call us at (617) 796-8234. If you want to receive separate copies of our notices regarding the availability of proxy materials, notices of annual meetings, proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above address or telephone number.
2023 Annual Meeting Information
10.
Why is our 2023 Annual Meeting being held virtually?
To provide all of our shareholders across the United States and abroad an opportunity to participate in our 2023 Annual Meeting, our 2023 Annual Meeting will be a completely virtual meeting of shareholders.
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Shareholders attending our 2023 Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would have had at an in-person meeting.
11.
How do I attend our virtual 2023 Annual Meeting?
Attendance at the meeting is limited to our Trustees and officers, shareholders as of the close of business on April 17, 2023 (the record date for our 2023 Annual Meeting) or their duly authorized representatives or proxies, and other persons permitted by the Chair of the meeting.
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Record owners: If you are a shareholder as of the close of business on the record date who holds shares directly, you may participate in our 2023 Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/DiversifiedHealthcareTrust/2023. Please have the control number located on your proxy card or voting information form available.
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Beneficial owners: If you are a shareholder as of the close of business on the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend our 2023 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. For this purpose, a copy of a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable. If you are a beneficial owner and want to vote your shares at our 2023 Annual Meeting, you must also provide a legal proxy from your bank, broker or other nominee. You will not be able to vote your shares at our 2023 Annual Meeting without a legal proxy, as described in the response to question 12. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a legal proxy form.
To register, you must submit proof of your beneficial ownership of shares and legal proxy, as applicable, along with your name and address, to virtualmeeting@viewproxy.com. Upon successful preregistration, you will receive a confirmation email from customercare@gotowebinar.com confirming registration and providing further instructions regarding attending our 2023 Annual Meeting. Beneficial owners should complete the registration process noted above at least three days in advance of our 2023 Annual Meeting to ensure that all documentation and verifications are in order.
If you have questions regarding these admission procedures, please call Investor Relations at (617) 796-8234.
12.
How can I vote electronically at our 2023 Annual Meeting if I am a beneficial owner?
If you are a beneficial owner and want to vote your shares at our 2023 Annual Meeting, you need to first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend our 2023 Annual Meeting. Please follow the procedures described in the response to questions 3 and 11.
You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response to question 11. However, you will not be able to vote your shares at the meeting without a legal proxy. We encourage you to vote your shares in advance, even if you intend to attend the meeting.
13.
How can I ask questions at our 2023 Annual Meeting?
Shareholders as of the close of business on the record date who attend and participate in our 2023 Annual Meeting at https://www.viewproxy.com/DiversifiedHealthcareTrust/2023 will have an opportunity to submit questions live via the internet during a designated portion of the program. Shareholders must have available their control number provided on their proxy card or voting instruction form.
If you experience any technical difficulties accessing our 2023 Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual shareholder login site for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of our 2023 Annual Meeting.
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Company Documents, Communications and Shareholder Proposals
14.
How can I view or request copies of our SEC filings and other documents?
You can visit our website to view our Governance Guidelines, Board committee charters and the Code. To view these documents, go to www.dhcreit.com, click on “Investors” and then click on “Governance.” To view our SEC filings and Forms 3, 4 and 5 filed by our Trustees and executive officers, go to www.dhcreit.com, click on “Investors,” click on “Financial Information” and then click on “SEC Filings.”
We will deliver free of charge, upon request, a copy of our Governance Guidelines, Board committee charters, Code or Annual Report to any shareholder requesting a copy. Requests should be directed to Investor Relations at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
15.
How can I communicate with our Trustees?
Any shareholder or other interested person who wants to communicate with our Trustees should write to such Trustee(s), c/o Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email secretary@dhcreit.com. The communication will then be delivered to the Trustee(s).
16.
How do I submit a nomination or other proposal for action at the 2024 annual meeting of shareholders?
A nomination or other proposal for action to be presented by any shareholder at our 2024 annual meeting of shareholders must be submitted as follows:
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For a proposal to be eligible to be included in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received at our principal executive office by December 22, 2023.
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If the shareholder nomination is to be included in the proxy statement pursuant to our proxy access bylaw, the nomination must be made in accordance with the procedures and requirements set forth in our Bylaws and must be received by us not later than December 22, 2023 and not earlier than November 22, 2023.
•
If the shareholder nomination or proposal is not to be included in the proxy statement pursuant to our proxy access bylaw or Rule 14a-8, the nomination or proposal must be made in accordance with the procedures and requirements set forth in our Bylaws and must be received by us not later than 5:00 p.m., Eastern time, on December 22, 2023 and not earlier than November 22, 2023.
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For shareholder nominees for trustees to be considered timely for inclusion on a universal proxy card pursuant to Rule 14a-19, notice must be received by us not later than 5:00 p.m., Eastern time, on December 22, 2023 and not earlier than November 22, 2023 and contain the information required by Rule 14a-19 in addition to satisfying the requirements set forth in our Bylaws.
Proposals should be sent to our Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
For additional information regarding how to submit a shareholder proposal, see page 21 of this Proxy Statement.
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RELATED PERSON TRANSACTIONS
The descriptions of agreements in this “Related Person Transactions” section do not purport to be complete and are subject to, and qualified in their entirety by, reference to the actual agreements, copies of certain of which are filed as exhibits to the Annual Report.
A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 and (iii) any related person had, has or will have a direct or indirect material interest.
A “related person” means any person who is, or at any time since January 1, 2022 was:
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a Trustee, a nominee for Trustee or an executive officer of ours;
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known to us to be the beneficial owner of more than 5.0% of the outstanding Common Shares when a transaction in which such person had a direct or indirect material interest occurred or existed;
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an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or
•
a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.
We have adopted written Governance Guidelines that describe the consideration and approval of related person transactions. Under these Governance Guidelines, we may not enter into a transaction in which any Trustee or executive officer, any member of the immediate family of any Trustee or executive officer or other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board and our Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Trustees, even if the disinterested Trustees constitute less than a quorum. If there are no disinterested Trustees, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of our Board and (ii) the affirmative vote of a majority of the Independent Trustees. In determining whether to approve or ratify a transaction, our Board, or disinterested Trustees or Independent Trustees, as the case may be, also act in accordance with any applicable provisions of our Declaration of Trust and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us. All related person transactions described in Annex A to this Proxy Statement were reviewed and approved or ratified by a majority of the disinterested Trustees or otherwise in accordance with our policies, Declaration of Trust and Bylaws, each as described above, and Maryland law. In the case of any transactions with us by employees of RMR and its subsidiaries who are subject to the Code but who are not our Trustees or executive officers, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. Copies of our Governance Guidelines and the Code are available on our website, www.dhcreit.com.
Certain related person transactions are set forth in Annex A to this Proxy Statement.
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OTHER INFORMATION
At this time, we know of no other matters that will be brought before the meeting. If, however, other matters properly come before the meeting or any postponement or adjournment thereof, the persons named in the accompanying proxy card intend to vote the shares for which they have been appointed or authorized as proxy in accordance with their discretion on such matters to the maximum extent that they are permitted to do so by applicable law.
Jennifer B. Clark
Secretary
Secretary
Newton, Massachusetts
April 20, 2023
April 20, 2023
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ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS
Relationship with ALR. ALR was our 100% owned subsidiary until we distributed our common shares to our shareholders in 2001. We had been a large stockholder of ALR, including beneficially owning, as of December 31, 2022, 10,691,658 ALR common shares, or 31.9% of ALR’s outstanding common shares. As further noted below, we tendered all the ALR common shares we owned in the tender offer that was completed in March 2023, and we do not currently own any ALR common shares. Five Star is an operating division of ALR. Five Star manages certain of the senior living communities we own pursuant to the Master Management Agreement (as defined below).
RMR provides management services to us and ALR. As of December 31, 2022, ABP Acquisition LLC, a subsidiary of ABP Trust, the controlling shareholder of RMR Inc., together with ABP Trust, owned approximately 6.1% of ALR’s outstanding common shares. The Chair of our Board and one of our Managing Trustees, Adam D. Portnoy was the chair of the board of directors and a managing director of ALR until completion of the tender offer noted below, and since that time, he is ALR’s sole director. ALR’s president and chief executive officer is an officer and employee of RMR. Our other Managing Trustee, Jennifer B. Clark, also served as a managing director and secretary of ALR until completion of the tender offer noted above in March 2023, and she continues to serve as ALR’s secretary.
In February 2023, ABP Acquisition 2 LLC, a subsidiary of ABP Trust, commenced a tender offer to purchase all of the common shares of ALR, including the 10,691,658 ALR common shares that we own. We tendered all of our ALR common shares in the tender offer at a tender offer price of $1.31 per share and those shares were accepted and purchased upon completion of the tender offer in March 2023. Additionally, we consented, in connection with the tender offer, for ALR to waive the share ownership restrictions set forth in its charter with respect to ABP Acquisition LLC, ABP Acquisition 2 LLC, and certain related persons that prohibit any person or group from acquiring more than 9.8% of the outstanding shares of any class of ALR’s stock. We maintain the right, but not the obligation, to purchase, in a single private transaction, on or before December 31, 2023, a number of shares of common stock of ALR constituting a percentage up to 31.9% of ALR’s then issued and outstanding shares of the common stock based on the tender offer price.
In order to effect the distribution of ALR common shares to our shareholders in 2001 and to govern our relations with ALR (including Five Star) thereafter, ALR (including Five Star) entered agreements with us and others, including RMR. Since then, we have entered various management and other agreements with ALR (including Five Star) that include provisions that confirm and modify these undertakings. Among other things, these agreements provide that:
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so long as Five Star is our tenant or manager, ALR will not permit nor take any action that, in our reasonable judgment, might jeopardize our qualification for taxation as a REIT; and
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so long as Five Star is our tenant or our manager or has a business management agreement with RMR, ALR will not acquire or finance any real estate of a type then owned or financed by us or any other RMR Client without first giving us or such RMR Client, as applicable, the opportunity to acquire or finance that real estate.
Management Arrangements with Five Star. Five Star manages certain of the senior living communities we own pursuant to an amended and restated Master Management Agreement (the “Master Management Agreement”). We lease our senior living communities that are managed by Five Star to our taxable REIT subsidiaries. As of December 31, 2022, Five Star managed 119 of our senior living communities.
Pursuant to the Master Management Agreement, Five Star receives a management fee equal to 5% of the gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities. Five Star may receive an annual incentive fee equal to 15% of the amount by which the annual earnings before interest, taxes, depreciation and amortization, (“EBITDA”), of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year. The target EBITDA for those communities on a combined basis is increased annually based on the greater of the annual increase of the consumer price index, (“CPI”), or 2%, plus 6% of any capital investments funded at the managed communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2%. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee.
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The Master Management Agreement expires in 2036, subject to Five Star’s right to extend for two consecutive five year terms if Five Star achieves certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, we have the right to terminate up to 10% of the senior living communities that Five Star is continuing to manage, based on total revenues per year for failure to meet 80% of a target EBITDA for the applicable period. Pursuant to a guaranty agreement made by ALR in favor of our applicable subsidiaries, ALR has guaranteed the payment and performance of each of its applicable subsidiary’s obligations under the Master Management Agreement.
We incurred management fees payable to Five Star of approximately $37.0 million for the year ended December 31, 2022.
In 2022, we recorded $2.2 million of retention and other transition costs relating to senior living communities previously managed by Five Star that we transitioned during 2021 to other operators (107 senior living communities) or closed during 2022 (one senior living community). Effective October 31, 2022, Five Star ceased managing an active adult community we own located in Plano, TX, and RMR assumed management of that community pursuant to our property management agreement with RMR. We paid Five Star a termination fee of $0.4 million in connection with the termination of Five Star’s management of this community.
In addition to providing management services to us, Five Star also provides certain other services to residents at some of the senior living communities it manages for us, such as rehabilitation services. At senior living communities Five Star manages for us where Five Star provides rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay Five Star for those rehabilitation services. At senior living communities Five Star manages for us where Five Star provides both inpatient and outpatient rehabilitation services, we generally pay Five Star for those rehabilitation services and charges for these services are included in amounts charged to residents, third party payers or government programs. We incurred fees of approximately $6.3 million for the year ended December 31, 2022 with respect to rehabilitation services Five Star provided at senior living communities that are payable by us.
We lease to Ageility, an operating division of ALR, space at certain of our senior living communities, which it uses to provide certain outpatient rehabilitation and wellness services. We recognized $1.5 million of rent for the year ended December 31, 2022 in connection with these lease arrangements.
ALR participates in our property insurance program for the senior living communities ALR owns and leases. The premiums ALR pays for this coverage are allocated pursuant to a formula based on the profiles of the properties included in the program. ALR’s program cost for the policy year ending June 30, 2023 is $0.7 million.
Relationships with RMR and Others Related to It. We have relationships and historical and continuing transactions with RMR, RMR Inc., and others related to them, including other RMR Clients and some of which have trustees, directors or officers who are also our Trustees or officers. RMR Inc. is the managing member of RMR. The Chair of our Board and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Jennifer F. Francis, our other Managing Trustee and our President and Chief Executive Officer, is an executive vice president and an employee of RMR, and Richard W. Siedel, Jr., our Chief Financial Officer and Treasurer, is also an officer and employee of RMR. Jennifer B. Clark, our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.
Some of our Independent Trustees also serve as independent trustees or independent directors of other RMR Clients. Mr. Portnoy serves as the chair of the boards of trustees or boards of directors and as a managing director or managing trustee of each of these public companies. Other officers of RMR, including Ms. Clark, serve as managing trustees, managing directors or officers of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR provide management services.
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (i) a business management agreement, which relates to our business generally, and (ii) a property management
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agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. Both of these agreements are described below, see “—Management Agreements with RMR.”
Merger Agreement with OPI. We and Office Properties Income Trust, or OPI, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions thereof, we will be merged with and into OPI, with OPI continuing as the surviving entity in the merger (the “Merger”).
Management Agreements with RMR. Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:
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Base Management Fee. The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of:
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the sum of (a) 0.5% of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999 (the “Transferred Assets”), plus (b) 0.7% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $250.0 million, plus (c) 0.5% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $250.0 million; and
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the sum of (a) 0.7% of the average closing price per Common Share on the stock exchange on which such Common Shares are principally traded during such period, multiplied by the average number of Common Shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period (together, the “Company’s Average Market Capitalization”), up to $250.0 million, plus (b) 0.5% of the Company’s Average Market Capitalization exceeding $250.0 million.
The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.
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Incentive Management Fee. The incentive management fee which may be earned by RMR for an annual period is calculated as follows:
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An amount, subject to a cap, based on the value of the outstanding Common Shares, equal to 12.0% of the product of:
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our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and
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the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of the holders of Common Shares (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. REIT/Health Care REIT Index is the benchmark index for periods beginning on and after August 1, 2021, and the SNL U.S. REIT Healthcare Index is the benchmark index for periods prior to August 1, 2021.
For purposes of the total return per share of the holders of Common Shares, share price appreciation for a measurement period is determined by subtracting (1) the closing price of the Common Shares on the Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of the Common Shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.
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The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of holders of Common
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Shares) is subject to adjustments if we issue or repurchase our Common Shares, or if our Common Shares are forfeited, during the measurement period.
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No incentive management fee is payable by us unless the total return per share during the measurement period is positive.
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The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.
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If our total return per share exceeds 12.0% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index).
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The incentive management fee is subject to a cap. The cap is equal to the value of the number of Common Shares which would, after issuance, represent 1.5% of the number of Common Shares then outstanding multiplied by the average closing price of Common Shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.
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Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.
Pursuant to our business management agreement with RMR, we recognized net business management fees of approximately $16.6 million for the year ended December 31, 2022, which amount reflects a reduction of approximately $3.0 million for the amortization of the liability we recorded in accordance with generally accepted accounting principles in connection with our former investment in RMR Inc. in June 2015.
We did not recognize an incentive management fee payable to RMR for the year ended December 31, 2022. In calculating the incentive management fee payable by us, our total shareholder return per share2 and benchmark return per share were adjusted in accordance with our business management agreement to reflect aggregate net increases in the number of Common Shares outstanding as a result of certain share issuances, repurchases and forfeitures by us during the three year measurement period ended December 31, 2022.
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Property Management and Construction Supervision Fees. The property management fees payable to RMR by us for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0% of construction costs. Our property management agreement provides for RMR’s oversight of any major capital projects and repositionings at our senior living communities, including our senior living communities that Five Star manages. RMR will receive the same fee we pay to Five Star for capital projects it oversees at our senior living communities it manages, which is equal to 3.0% of the cost of any such major capital project or repositioning.
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“Total shareholder return” for purposes of the incentive management fee calculation differs from “total shareholder return” presented in the performance graph in the Annual Report because “total shareholder return” for purposes of the incentive management fee calculation has been determined in accordance with the terms of the business management agreement and includes adjustments for Common Shares issued, repurchased and forfeited during the period and other items whereas “total shareholder return” presented in the performance graph is determined in the same or similar manner as each index reflected in the performance graph and does not include such adjustments and other items.
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Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of approximately $10.3 million for the year ended December 31, 2022, which amount reflects a reduction of approximately $0.8 million for the amortization of the liability we recorded in accordance with generally accepted accounting principles in connection with our former investment in RMR Inc. in June 2015.
Expense Reimbursement. We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our medical office and life science properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR. We reimbursed RMR approximately $12.9 million for these expenses and costs for the year ended December 31, 2022.
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Term. Our management agreements with RMR have terms that end on December 31, 2042, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension. RMR also serves as OPI’s manager and will continue to manage the surviving entity following the Merger. Contemporaneously with the execution of the Merger Agreement, we, OPI and RMR entered into a letter agreement, or the (“RMR Letter Agreement”), pursuant to which, on the terms and subject to conditions contained therein, we and RMR have acknowledged and agreed that, effective upon consummation of the Merger, we shall have terminated our business and property management agreements with RMR for convenience, and RMR shall have waived its right to receive payment of the termination fee pursuant to each such agreement upon such termination.
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Termination Rights. We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein.
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Termination Fee. If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR.
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Transition Services. RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.
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Vendors. Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR and other RMR Clients for the purpose of obtaining more favorable terms from such vendors and suppliers.
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Investment Opportunities. Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies
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and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.
Our Joint Ventures. We have two separate joint venture arrangements with third party institutional investors, one for a life science property located in Boston, Massachusetts (the “Seaport JV”) and another for 10 medical office and life science properties (the “LSMD JV”). We own a 10% equity interest in the Seaport JV and a 20% equity interest in the LSMD JV. Until June 28, 2022, we owned a 20% equity interest in the Seaport JV. We entered into the Seaport JV in March 2017, and we entered into the LSMD JV in January 2022. RMR provides management services to both of these joint ventures. Our joint ventures are not our consolidated subsidiaries and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures. In January 2022 we contributed 10 medical office and life science properties that we previously wholly owned to the LSMD JV, and we paid management fees to RMR for the management services it provided to us for those properties until the contribution of those properties to the LSMD JV.
Share Awards to RMR Employees. We award Common Shares to our officers and other employees of RMR annually. Generally, one fifth of these awards vests on the date of the awards and one fifth vests on each of the next four anniversaries of the dates of the awards. During 2022, we awarded to our officers and other employees of RMR annual awards of 707,000 Common Shares, valued at approximately $0.9 million, in aggregate, based upon the closing price of the Common Shares on the Nasdaq on the date the awards were made under our equity compensation plan. These share awards to RMR employees are in addition to the share awards made to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. During 2022, we purchased 133,752 Common Shares, at the closing price of the Common Shares on the Nasdaq on the date of purchase, from certain of our officers and other employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of the Common Shares.
On occasion, we have entered into arrangements with former employees of RMR in connection with the termination of their employment with RMR, providing for the acceleration of vesting of Common Share awards previously awarded to them under our equity compensation plans. The aggregate value of the Common Share awards we so accelerated, measured as of the effective dates of acceleration, was approximately $0.04 million, in aggregate, for the year ended December 31, 2022. Additionally, each of our executive officers during 2022 received share awards of RMR Inc. and other RMR Clients, including ALR, in their capacities as officers or employees of RMR.
Leases with RMR. We lease office space to RMR in certain of our properties for RMR’s property management offices. Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of approximately $0.3 million for the year ended December 31, 2022. Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated.
Directors’ and Officers’ Liability Insurance. We, RMR Inc. and certain other RMR Clients, including ALR, participate in a combined directors’ and officers’ liability insurance policy. The current combined policy expires in September 2024. We paid an aggregate premium of approximately $0.2 million for this policy in 2022.
The foregoing descriptions of our agreements with RMR Inc., RMR, ALR, including Five Star, and other related persons are summaries and are qualified in their entirety by the terms of the agreements. A further description of the terms of certain of those agreements is included in the Annual Report. In addition, copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained from the SEC’s website, www.sec.gov. We may engage in additional transactions with related persons, including businesses to which RMR provide management services.
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DIVERSIFIED HEALTHCARE TRUST INVESTOR RELATIONSDIVERSIFIED HEALTHCARE TRUST255 WASHINGTON STREET, SUITE 300NEWTON, MASSACHUSETTS 02458 SCAN TO VIEW MATERIALS & VOTE AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until11:59 p.m., Eastern Time, on June 4, 2023. Have your proxy card in hand when you access the websiteand follow the instructions to obtain your records and to submit your voting instructions.AUTHORIZE YOUR PROXY BY TELEPHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, onJune 4, 2023. Have your proxy card in hand when you call and then follow the instructions.If the meeting is postponed or adjourned, the above times will be extended to 11:59 p.m.,Eastern Time, on the day before the reconvened meeting.AUTHORIZE YOUR PROXY BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided orreturn it to Diversified Healthcare Trust, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.VOTE BY VIRTUALLY ATTENDING THE MEETINGDuring the Meeting - Go to https://www.viewproxy.com/DiversifiedHealthcareTrust/2023You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in handwhen you access the website and follow the instructions provided on the website.ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONSIf you would like to reduce the costs incurred by Diversified Healthcare Trust in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallyby email or over the Internet. To sign up for electronic delivery, please follow the instructions above tovote using the Internet and, when prompted, indicate that you agree to receive or access shareholdercommunications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V09776-P93087KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY DIVERSIFIED HEALTHCARE TRUSTThe Board of Trustees Recommends a Vote FOR all the Nominees for Trustee in Proposal 1, FOR Proposals 2 and 4 and 1 YEAR on Proposal 3.1. Election of Trustees.Nominees (for Independent Trustee):For WithholdJohn L. Harrington ! !1 Year 2 Years3 YearsAbstainLisa Harris Jones! ! 3. Advisory vote on the frequency of futureadvisory votes to approve executive compensation.! ! ! !Daniel F. LePage ! !For Against AbstainDavid A. PierceJeffrey P. SomersNominees (for Managing Trustee):Jennifer F. Francis Adam D. Portnoy! ! 4. Ratification of the appointment of Deloitte & Touche LLP ! ! !as independent auditors to serve for the 2023 fiscal year.! !THIS PROXY WHEN PROPERLY EXECUTED WILL BEVOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND 4 AND 1 YEAR! ! ON PROPOSAL 3.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLEFor Against AbstainLAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT2. Advisory vote to approve executive compensation.! ! !THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF.(NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name, by authorized officer, indicating title. If a partnership, please sign in partnership name by authorized person indicating title.)Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
DIVERSIFIED HEALTHCARE TRUST V09777-P93087DIVERSIFIED HEALTHCARE TRUSTANNUAL MEETING OF SHAREHOLDERSJune 5, 2023, 9:30 a.m., Eastern TimeDiversified Healthcare TrustVirtually via the Internet athttps://www.viewproxy.com/DiversifiedHealthcareTrust/2023The 2023 Annual Meeting of Shareholders of Diversified Healthcare Trustwill address the following items of business:1. Election of the Trustees named in the Proxy Statement to the Company's Board of Trustees;2. Advisory vote to approve executive compensation;3. Advisory vote on the frequency of future advisory votes to approve executive compensation;4. Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2023 fiscal year; and5. Transaction of such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND 4 AND1 YEAR ON PROPOSAL 3.Please see the Proxy Statement for attendance instructions. DIVERSIFIED HEALTHCARE TRUST DIVERSIFIED HEALTHCARE TRUSTANNUAL MEETING OF SHAREHOLDERSJune 5, 2023, 9:30 a.m., Eastern TimeImportant Notice Regarding the Availability of Proxy Materials: The proxy materials for the 2023 Annual Meeting of Shareholders ofDiversified Healthcare Trust (the “Company”), including the Company's annual report and proxy statement, are available on the Internet. To view the proxy materials or authorize your proxy by Internet, by telephone or by mail, please follow the instructions on the reverse side hereof.This proxy is solicited on behalf of the Board of Trustees of Diversified Healthcare Trust.The undersigned shareholder of the Company hereby appoints Jennifer B. Clark and Adam D. Portnoy, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the 2023 Annual Meeting of Shareholders of the Company to be held virtually via the Internet athttps://www.viewproxy.com/DiversifiedHealthcareTrust/2023, on June 5, 2023, at 9:30 a.m., Eastern Time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the annual report and the proxy statement, which includes the Notice of 2023 Annual Meeting of Shareholders, each of which is incorporated herein by reference, and revokes any proxy heretofore given with respect to the meeting.THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND 4 AND 1 YEAR ON PROPOSAL 3. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES, IN THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF.See reverse for instructions on how to authorize a proxy.