Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-21

DIVERSIFIED HEALTHCARE TRUST (DHC)

CEO Christopher Bilotto was paid $448,520 in fiscal year 2025, ↑ up 31.3% from fiscal year 2024, the 99th percentile of its disclosed peer group (SEC filing 0001104659-26-032082 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$448,520 ↑
Christopher Bilotto total, FY2025
99th
CEO pay percentile vs peers
—
CEO-to-median pay ratio
95.25%
Say-on-pay support, latest vote

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DHC's next annual pay disclosure, estimated March 18, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Christopher Bilotto$0$0$444,997$0$0$0$3,523$448,520
President and Chief Executive Officer
Matthew Brown00159,9990002,138162,137
Chief Financial Officer and Treasurer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Christopher Bilotto$448,520$341,608—↑ +106,912
Matthew Brown162,137136,35835,980↑ +25,779

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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$448,520 Christopher Bilotto total, FY2025

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Data as of September 21, 2026 · Source: 0001104659-26-032082 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Christopher BilottoCEO$448,520
Matthew BrownCFO$162,137
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adam PortnoyDirector$95,000
Alan FelderIndependent Director$286,301
Dawn K. NeherIndependent Director$200,000
Jeffrey P. SomersIndependent Director$205,000
John L. HarringtonFormer director (through FY2025)—
Lisa Harris JonesIndependent Director$197,500
Phyllis M. HollisIndependent Director$195,000
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Christopher J. BilottoDirector2026-06-10A12,401——CommonForm 4 ↗
Jeffrey P. SomersDirector2026-06-10A12,401——CommonForm 4 ↗
Lisa Harris JonesDirector2026-06-10A12,401——CommonForm 4 ↗
Alan FelderDirector2026-06-10A12,401——CommonForm 4 ↗
Dawn K. NeherDirector2026-06-10A12,401——CommonForm 4 ↗
Phyllis M. HollisDirector2026-06-10A12,401——CommonForm 4 ↗
Adam PortnoyDirector2026-06-10A12,401——CommonForm 4 ↗
Christopher J. BilottoDirector2026-09-10A59,681——CommonForm 4 ↗
Matthew BrownCFO and Treasurer2026-09-10A53,050——CommonForm 4 ↗
Adam PortnoyDirector2026-09-10A59,681——CommonForm 4 ↗
Christopher J. BilottoDirector2026-09-17D25,1188204,209CommonForm 4 ↗
Matthew BrownCFO and Treasurer2026-09-17D13,8958112,966CommonForm 4 ↗
Adam PortnoyDirector2026-09-17D19,3158157,031CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Christopher BilottoRSU2025-09-09——81,775—$349,997
Matthew BrownRSU2025-09-09——37,383—159,999
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Christopher Bilotto$349,997$0$00.0%
Matthew Brown159,999000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Matthew BrownRSU6,000—$29,100
Christopher BilottoRSU65,420—317,287
Christopher BilottoRSU44,775—217,159
Matthew BrownRSU29,906—145,044
Matthew BrownRSU24,178—117,263
Christopher BilottoRSU6,000—29,100
Christopher BilottoRSU3,000—14,550
Matthew BrownRSU3,000—14,550
05

Incentive-plan design — the Compensation Discussion & Analysis

Compensation is determined by RMR, the external manager, as the named executive officers are employees of RMR. RMR's program includes base salary and discretionary cash bonuses based on overall performance and individual contributions.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policy—
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-10176,612,0328,812,215245,86595.25%Passed
20252025-05-29162,374,7178,618,238187,35294.96%Passed
20242024-05-31154,465,11537,498,438252,09280.47%Passed
20232023-06-05134,727,26426,778,560374,40183.42%Passed
20222022-06-02167,704,44717,582,008356,74290.51%Passed
20212021-06-03157,930,45617,219,966599,88490.17%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1095.25%a
20252025-05-2994.96%b
20242024-05-3180.47%c

a. Approved under the standard stated in the filing — “With respect to Proposal 1, a proxy marked "WITHHOLD ALL" or "FOR ALL EXCEPT" will have the same effect as an abstention for all nominees or for those nominees noted in the appropriate portion of the proxy card, respectively, 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 our Company's Trustee resignation policy.”.

b. Approved under the standard stated in the filing — “With respect to Proposal 1, a proxy marked "WITHHOLD ALL" or "FOR ALL EXCEPT" will have the same effect as an abstention for all nominees or for those nominees noted in the appropriate portion of the proxy card, respectively, 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.”.

c. Approved under the standard stated in the filing — “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 2024 Annual Meeting.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Alan FelderIndependent · Audit · Compensation · Newly elected$101,301$185,000——$0$286,301
Jeffrey P. SomersIndependent · Audit · Compensation · Nominating/Governance (Chair)110,00095,000——0205,000
Dawn K. NeherIndependent · Audit (Chair) · Compensation · Nominating/Governance105,00095,000——0200,000
Lisa Harris JonesIndependent · Audit · Compensation · Nominating/Governance102,50095,000——0197,500
Phyllis M. HollisIndependent · Audit · Compensation (Chair)100,00095,000——0195,000
Christopher J. BilottoEmployee director095,000——095,000
Adam PortnoyEmployee director095,000——095,000
John L. HarringtonDeparted during FY00——00
09

Board fee structure and ownership guideline

Annual cash retainer$85,000
Annual equity retainer$95,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 15,000 / 15,000
Stock ownership guideline$100,000
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$518,801
Equity awards (grant-date value)$755,000
All other compensation$0
Total cost of the board$1,273,801

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies DIVERSIFIED HEALTHCARE TRUST names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including DIVERSIFIED HEALTHCARE TRUST.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1DIVERSIFIED HEALTHCARE TRUST2025Christopher Bilotto$0$444,997$0$0$448,520
2Service Properties Trust2025Christopher Bilotto0434,99500436,881
3Industrial Logistics Properties Trust2025Yael Duffy0149,99900153,326
4Seven Hills Realty Trust2025Thomas J. Lorenzini089,99600100,391
5Office Properties Income Trust2024Yael Duffy069,9980070,454

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
DIVERSIFIED HEALTHCARE TRUSTnot disclosedRSU 100not disclosednot disclosed
Industrial Logistics Properties Trustnot disclosedRSU 100not disclosednot disclosed
Office Properties Income Trustnot disclosedRSU 100not disclosedFerguson Partners
Service Properties Trustnot disclosedRSU 100not disclosednot disclosed
Seven Hills Realty Trustnot disclosedRSU 100not disclosednot disclosed

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at DIVERSIFIED HEALTHCARE TRUST in fiscal 2025?
As disclosed, Christopher Bilotto (President and Chief Executive Officer) was the highest-paid executive at DIVERSIFIED HEALTHCARE TRUST in fiscal 2025, with total compensation of $448,520.
How does DIVERSIFIED HEALTHCARE TRUST's chief executive pay compare to its disclosed peer group?
As disclosed, Christopher Bilotto's total compensation ranked at the 99th percentile of DIVERSIFIED HEALTHCARE TRUST's disclosed peer group.
How did shareholders vote on DIVERSIFIED HEALTHCARE TRUST's executive compensation?
As disclosed, 95.25% of shareholders supported DIVERSIFIED HEALTHCARE TRUST's executive compensation in the latest say-on-pay vote.
How much does DIVERSIFIED HEALTHCARE TRUST spend in total on board compensation for fiscal 2025?
As disclosed, DIVERSIFIED HEALTHCARE TRUST reported total board compensation of $1,273,801 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Christopher BilottoDEF 14A2026-03-190001104659-26-032082Section “Summary Compensation Table”. As printed: 448,520. Filing ↗machine: r1 · c29 · span 841488–841495
2Section 01, Matthew BrownDEF 14A2026-03-190001104659-26-032082Section “Summary Compensation Table”. As printed: 162,137. Filing ↗machine: r3 · c29 · span 849895–849902
3Section 03, Christopher Bilotto RSUDEF 14A2026-03-190001104659-26-032082Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t88 · r1 · c17 · span 866691–866698
4Section 03, Matthew Brown RSUDEF 14A2026-03-190001104659-26-032082Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t88 · r2 · c17 · span 869351–869358
5Section 07, pay ratioDEF 14A2026-03-190001104659-26-032082Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, Alan FelderDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 286,301. Filing ↗machine: span 661267–661274
7Section 08, Jeffrey P. SomersDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 205,000. Filing ↗machine: span 678933–678940
8Section 08, Dawn K. NeherDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 200,000. Filing ↗machine: span 672480–672487
9Section 08, Lisa Harris JonesDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 197,500. Filing ↗machine: span 666987–666994
10Section 08, Phyllis M. HollisDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 195,000. Filing ↗machine: span 669954–669961
11Section 08, Christopher J. BilottoDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 95,000. Filing ↗machine: span 657430–657436
12Section 08, Adam PortnoyDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 95,000. Filing ↗machine: span 674309–674315
13Section 08, John L. HarringtonDEF 14A2026-03-190001104659-26-032082Section “Director Compensation”. As printed: 0. Filing ↗
14Section 02, Christopher J. Bilotto 2026-06-10Form 42026-06-120001104659-26-073494Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Jeffrey P. Somers 2026-06-10Form 42026-06-120001104659-26-073497Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Lisa Harris Jones 2026-06-10Form 42026-06-120001104659-26-073498Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Alan Felder 2026-06-10Form 42026-06-120001104659-26-073490Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Dawn K. Neher 2026-06-10Form 42026-06-120001104659-26-073495Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Phyllis M. Hollis 2026-06-10Form 42026-06-120001104659-26-073486Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Adam Portnoy 2026-06-10Form 42026-06-120001104659-26-073491Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Christopher J. Bilotto 2026-09-10Form 42026-09-140001104659-26-107579Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Matthew Brown 2026-09-10Form 42026-09-140001104659-26-107580Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Adam Portnoy 2026-09-10Form 42026-09-140001104659-26-107581Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Christopher J. Bilotto 2026-09-17Form 42026-09-210001104659-26-109312Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Matthew Brown 2026-09-17Form 42026-09-210001104659-26-109315Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Adam Portnoy 2026-09-17Form 42026-09-210001104659-26-109321Insider equity transaction reported since the proxy statement. Filing ↗
27Section 06, 2026 voteForm 8-K2026-06-120001104659-26-073447Item 5.07 · say-on-pay result. As reported: 95.25% (votes for as printed: 176,612,032). Filing ↗
28Section 06, 2025 voteForm 8-K2025-06-020001104659-25-055454Item 5.07 · say-on-pay result. As reported: 94.96% (votes for as printed: 162,374,717). Filing ↗
29Section 06, 2024 voteForm 8-K2024-06-040001104659-24-068240Item 5.07 · say-on-pay result. As reported: 80.47% (votes for as printed: 154,465,115). Filing ↗
30Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
31Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
32Section 09b board cost (computed)Computed——Cash 518,801 + equity 755,000 + all other 0 = 1,273,801, summed across the director compensation table rows.machine: formula: Σ = 1,273,801
33DIVERSIFIED HEALTHCARE TRUST (subject), Section 10b CEO totalDEF 14A2026-03-190001104659-26-032082CEO total compensation as printed in DIVERSIFIED HEALTHCARE TRUST's own proxy. As printed: 448,520. Filing ↗machine: r1 · c29 · span 841488–841495
34Service Properties Trust, Section 10b CEO totalDEF 14A2026-03-170001104659-26-029456CEO total compensation as printed in Service Properties Trust's own proxy. As printed: 436,881. Filing ↗machine: r1 · c29 · span 832034–832041
35Industrial Logistics Properties Trust, Section 10b CEO totalDEF 14A2026-03-180001104659-26-030928CEO total compensation as printed in Industrial Logistics Properties Trust's own proxy. As printed: 153,326. Filing ↗machine: t85 · r1 · c29 · span 802743–802750
36Seven Hills Realty Trust, Section 10b CEO totalDEF 14A2026-03-180001104659-26-030948CEO total compensation as printed in Seven Hills Realty Trust's own proxy. As printed: 100,391. Filing ↗machine: t58 · r1 · c35 · span 534105–534112
37Office Properties Income Trust, Section 10b CEO totalDEF 14A2025-04-030001104659-25-031681CEO total compensation as printed in Office Properties Income Trust's own proxy. As printed: 70,454. Filing ↗machine: t81 · r1 · c35 · span 818477–818483
38Section 10a, Industrial Logistics Properties Trust reciprocityDEF 14A—0001104659-25-025603Industrial Logistics Properties Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗
39Section 10a, Office Properties Income Trust reciprocityDEF 14A—0001104659-25-031681Office Properties Income Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗
40Section 10a, Service Properties Trust reciprocityDEF 14A—0001104659-26-029456Service Properties Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗

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