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 ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Christopher Bilotto | $0 | $0 | $444,997 | $0 | $0 | $0 | $3,523 | $448,520 |
| President and Chief Executive Officer | ||||||||
| Matthew Brown | 0 | 0 | 159,999 | 0 | 0 | 0 | 2,138 | 162,137 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Christopher Bilotto | $448,520 | $341,608 | — | ↑ +106,912 |
| Matthew Brown | 162,137 | 136,358 | 35,980 | ↑ +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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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.
| Executive | Role | FY2025 total |
|---|---|---|
| Christopher Bilotto | CEO | $448,520 |
| Matthew Brown | CFO | $162,137 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Adam Portnoy | Director | $95,000 |
| Alan Felder | Independent Director | $286,301 |
| Dawn K. Neher | Independent Director | $200,000 |
| Jeffrey P. Somers | Independent Director | $205,000 |
| John L. Harrington | Former director (through FY2025) | — |
| Lisa Harris Jones | Independent Director | $197,500 |
| Phyllis M. Hollis | Independent Director | $195,000 |
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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Christopher J. Bilotto | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Jeffrey P. Somers | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Lisa Harris Jones | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Alan Felder | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Dawn K. Neher | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Phyllis M. Hollis | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Adam Portnoy | Director | 2026-06-10 | A | 12,401 | — | — | Common | Form 4 ↗ |
| Christopher J. Bilotto | Director | 2026-09-10 | A | 59,681 | — | — | Common | Form 4 ↗ |
| Matthew Brown | CFO and Treasurer | 2026-09-10 | A | 53,050 | — | — | Common | Form 4 ↗ |
| Adam Portnoy | Director | 2026-09-10 | A | 59,681 | — | — | Common | Form 4 ↗ |
| Christopher J. Bilotto | Director | 2026-09-17 | D | 25,118 | 8 | 204,209 | Common | Form 4 ↗ |
| Matthew Brown | CFO and Treasurer | 2026-09-17 | D | 13,895 | 8 | 112,966 | Common | Form 4 ↗ |
| Adam Portnoy | Director | 2026-09-17 | D | 19,315 | 8 | 157,031 | Common | Form 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Christopher Bilotto | RSU | 2025-09-09 | — | — | 81,775 | — | $349,997 |
| Matthew Brown | RSU | 2025-09-09 | — | — | 37,383 | — | 159,999 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Christopher Bilotto | $349,997 | $0 | $0 | 0.0% |
| Matthew Brown | 159,999 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew Brown | RSU | 6,000 | — | $29,100 |
| Christopher Bilotto | RSU | 65,420 | — | 317,287 |
| Christopher Bilotto | RSU | 44,775 | — | 217,159 |
| Matthew Brown | RSU | 29,906 | — | 145,044 |
| Matthew Brown | RSU | 24,178 | — | 117,263 |
| Christopher Bilotto | RSU | 6,000 | — | 29,100 |
| Christopher Bilotto | RSU | 3,000 | — | 14,550 |
| Matthew Brown | RSU | 3,000 | — | 14,550 |
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 | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 176,612,032 | 8,812,215 | 245,865 | 95.25% | Passed |
| 2025 | 2025-05-29 | 162,374,717 | 8,618,238 | 187,352 | 94.96% | Passed |
| 2024 | 2024-05-31 | 154,465,115 | 37,498,438 | 252,092 | 80.47% | Passed |
| 2023 | 2023-06-05 | 134,727,264 | 26,778,560 | 374,401 | 83.42% | Passed |
| 2022 | 2022-06-02 | 167,704,447 | 17,582,008 | 356,742 | 90.51% | Passed |
| 2021 | 2021-06-03 | 157,930,456 | 17,219,966 | 599,884 | 90.17% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-10 | 95.25%a |
| 2025 | 2025-05-29 | 94.96%b |
| 2024 | 2024-05-31 | 80.47%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Alan FelderIndependent · Audit · Compensation · Newly elected | $101,301 | $185,000 | — | — | $0 | $286,301 |
| Jeffrey P. SomersIndependent · Audit · Compensation · Nominating/Governance (Chair) | 110,000 | 95,000 | — | — | 0 | 205,000 |
| Dawn K. NeherIndependent · Audit (Chair) · Compensation · Nominating/Governance | 105,000 | 95,000 | — | — | 0 | 200,000 |
| Lisa Harris JonesIndependent · Audit · Compensation · Nominating/Governance | 102,500 | 95,000 | — | — | 0 | 197,500 |
| Phyllis M. HollisIndependent · Audit · Compensation (Chair) | 100,000 | 95,000 | — | — | 0 | 195,000 |
| Christopher J. BilottoEmployee director | 0 | 95,000 | — | — | 0 | 95,000 |
| Adam PortnoyEmployee director | 0 | 95,000 | — | — | 0 | 95,000 |
| John L. HarringtonDeparted during FY | 0 | 0 | — | — | 0 | 0 |
| 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 |
| Component | FY2025 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | DIVERSIFIED HEALTHCARE TRUST | 2025 | Christopher Bilotto | $0 | $444,997 | $0 | $0 | $448,520 |
| 2 | Service Properties Trust | 2025 | Christopher Bilotto | 0 | 434,995 | 0 | 0 | 436,881 |
| 3 | Industrial Logistics Properties Trust | 2025 | Yael Duffy | 0 | 149,999 | 0 | 0 | 153,326 |
| 4 | Seven Hills Realty Trust | 2025 | Thomas J. Lorenzini | 0 | 89,996 | 0 | 0 | 100,391 |
| 5 | Office Properties Income Trust | 2024 | Yael Duffy | 0 | 69,998 | 0 | 0 | 70,454 |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| DIVERSIFIED HEALTHCARE TRUST | not disclosed | RSU 100 | not disclosed | not disclosed |
| Industrial Logistics Properties Trust | not disclosed | RSU 100 | not disclosed | not disclosed |
| Office Properties Income Trust | not disclosed | RSU 100 | not disclosed | Ferguson Partners |
| Service Properties Trust | not disclosed | RSU 100 | not disclosed | not disclosed |
| Seven Hills Realty Trust | not disclosed | RSU 100 | not disclosed | not 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Christopher Bilotto | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Summary Compensation Table”. As printed: 448,520. Filing ↗machine: r1 · c29 · span 841488–841495 |
| 2 | Section 01, Matthew Brown | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Summary Compensation Table”. As printed: 162,137. Filing ↗machine: r3 · c29 · span 849895–849902 |
| 3 | Section 03, Christopher Bilotto RSU | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t88 · r1 · c17 · span 866691–866698 |
| 4 | Section 03, Matthew Brown RSU | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t88 · r2 · c17 · span 869351–869358 |
| 5 | Section 07, pay ratio | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Alan Felder | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 286,301. Filing ↗machine: span 661267–661274 |
| 7 | Section 08, Jeffrey P. Somers | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 205,000. Filing ↗machine: span 678933–678940 |
| 8 | Section 08, Dawn K. Neher | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 200,000. Filing ↗machine: span 672480–672487 |
| 9 | Section 08, Lisa Harris Jones | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 197,500. Filing ↗machine: span 666987–666994 |
| 10 | Section 08, Phyllis M. Hollis | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 195,000. Filing ↗machine: span 669954–669961 |
| 11 | Section 08, Christopher J. Bilotto | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 95,000. Filing ↗machine: span 657430–657436 |
| 12 | Section 08, Adam Portnoy | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 95,000. Filing ↗machine: span 674309–674315 |
| 13 | Section 08, John L. Harrington | DEF 14A | 2026-03-19 | 0001104659-26-032082 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 02, Christopher J. Bilotto 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073494 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Jeffrey P. Somers 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073497 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Lisa Harris Jones 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073498 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Alan Felder 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073490 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Dawn K. Neher 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073495 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Phyllis M. Hollis 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073486 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Adam Portnoy 2026-06-10 | Form 4 | 2026-06-12 | 0001104659-26-073491 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Christopher J. Bilotto 2026-09-10 | Form 4 | 2026-09-14 | 0001104659-26-107579 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Matthew Brown 2026-09-10 | Form 4 | 2026-09-14 | 0001104659-26-107580 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Adam Portnoy 2026-09-10 | Form 4 | 2026-09-14 | 0001104659-26-107581 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Christopher J. Bilotto 2026-09-17 | Form 4 | 2026-09-21 | 0001104659-26-109312 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, Matthew Brown 2026-09-17 | Form 4 | 2026-09-21 | 0001104659-26-109315 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, Adam Portnoy 2026-09-17 | Form 4 | 2026-09-21 | 0001104659-26-109321 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 06, 2026 vote | Form 8-K | 2026-06-12 | 0001104659-26-073447 | Item 5.07 · say-on-pay result. As reported: 95.25% (votes for as printed: 176,612,032). Filing ↗ |
| 28 | Section 06, 2025 vote | Form 8-K | 2025-06-02 | 0001104659-25-055454 | Item 5.07 · say-on-pay result. As reported: 94.96% (votes for as printed: 162,374,717). Filing ↗ |
| 29 | Section 06, 2024 vote | Form 8-K | 2024-06-04 | 0001104659-24-068240 | Item 5.07 · say-on-pay result. As reported: 80.47% (votes for as printed: 154,465,115). Filing ↗ |
| 30 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 31 | Section 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 |
| 32 | Section 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 |
| 33 | DIVERSIFIED HEALTHCARE TRUST (subject), Section 10b CEO total | DEF 14A | 2026-03-19 | 0001104659-26-032082 | CEO total compensation as printed in DIVERSIFIED HEALTHCARE TRUST's own proxy. As printed: 448,520. Filing ↗machine: r1 · c29 · span 841488–841495 |
| 34 | Service Properties Trust, Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029456 | CEO total compensation as printed in Service Properties Trust's own proxy. As printed: 436,881. Filing ↗machine: r1 · c29 · span 832034–832041 |
| 35 | Industrial Logistics Properties Trust, Section 10b CEO total | DEF 14A | 2026-03-18 | 0001104659-26-030928 | CEO total compensation as printed in Industrial Logistics Properties Trust's own proxy. As printed: 153,326. Filing ↗machine: t85 · r1 · c29 · span 802743–802750 |
| 36 | Seven Hills Realty Trust, Section 10b CEO total | DEF 14A | 2026-03-18 | 0001104659-26-030948 | CEO total compensation as printed in Seven Hills Realty Trust's own proxy. As printed: 100,391. Filing ↗machine: t58 · r1 · c35 · span 534105–534112 |
| 37 | Office Properties Income Trust, Section 10b CEO total | DEF 14A | 2025-04-03 | 0001104659-25-031681 | CEO total compensation as printed in Office Properties Income Trust's own proxy. As printed: 70,454. Filing ↗machine: t81 · r1 · c35 · span 818477–818483 |
| 38 | Section 10a, Industrial Logistics Properties Trust reciprocity | DEF 14A | — | 0001104659-25-025603 | Industrial Logistics Properties Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 39 | Section 10a, Office Properties Income Trust reciprocity | DEF 14A | — | 0001104659-25-031681 | Office Properties Income Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 40 | Section 10a, Service Properties Trust reciprocity | DEF 14A | — | 0001104659-26-029456 | Service Properties Trust names DIVERSIFIED HEALTHCARE TRUST in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
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