Fiscal year 2025 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.
Each company listed discloses ILPT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ILPT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Yael Duffy | $0 | $0 | $149,999 | $0 | $0 | $0 | $3,327 | $153,326 |
| President and Chief Executive Officer | ||||||||
| Tiffany Sy | 0 | 0 | 79,999 | 0 | 0 | 0 | 1,537 | 81,536 |
| 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 |
|---|---|---|---|---|
| Yael Duffy | $153,326 | $60,811 | $54,984 | +92,515 |
| Tiffany Sy | 81,536 | 50,148 | 5,491 | +31,388 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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 |
|---|---|---|---|---|---|---|---|---|
| Yael Duffy | Director | 2026-03-18 | A | 15,625 | — | — | Common | Form 4 ↗ |
| Kevin C. Phelan | Director | 2026-05-22 | A | 2,000 | 9 | 17,736 | Common, indirect | Form 4 ↗ |
| Elena Poptodorova | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Adam Portnoy | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Joseph L. Morea | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Yael Duffy | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Kevin C. Phelan | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Lisa Harris Jones | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Bruce M. Gans | Director | 2026-06-09 | A | 12,514 | — | — | Common | Form 4 ↗ |
| Elena Poptodorova | Director | 2026-06-09 | D | 1,878 | 9 | 16,508 | Common | Form 4 ↗ |
| June S. Youngs | Director | 2026-06-09 | A | 12,514 | — | — | 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 |
|---|---|---|---|---|---|---|---|
| Tiffany Sy | RSU | 2025-09-09 | — | — | 13,008 | — | $79,999 |
| Yael Duffy | RSU | 2025-09-09 | — | — | 24,390 | — | 149,999 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Tiffany Sy | $79,999 | $0 | $0 | 0.0% |
| Yael Duffy | 149,999 | 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 |
|---|---|---|---|---|
| Yael Duffy | RSU | 1,500 | — | $8,310 |
| Tiffany Sy | RSU | 10,406 | — | 57,649 |
| Yael Duffy | RSU | 7,437 | — | 41,201 |
| Yael Duffy | RSU | 6,000 | — | 33,240 |
| Tiffany Sy | RSU | 6,198 | — | 34,337 |
| Yael Duffy | RSU | 19,512 | — | 108,096 |
| Tiffany Sy | RSU | 600 | — | 3,324 |
| Tiffany Sy | RSU | 150 | — | 831 |
The key principle of RMR s compensation philosophy for all employees, including our named executive officers, is to pay for performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | — |
| Anti-hedging | True |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 27,102,794 | 1,201,163 | 400,108 | 95.76% | Passed |
| 2025 | 2025-05-28 | 34,991,390 | 1,717,569 | 5,638,083 | 95.32% | Passed |
| 2024 | 2024-05-30 | 33,152,078 | 8,369,065 | 577,466 | 79.84% | Passed |
| 2023 | 2023-06-01 | 38,537,675 | 6,374,083 | 229,414 | 85.81% | Passed |
| 2022 | 2022-06-01 | 47,059,406 | 5,100,958 | 165,789 | 90.22% | Passed |
| 2021 | 2021-06-02 | 51,360,970 | 3,645,908 | 267,886 | 93.37% | 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 | 2026-06-09 | 95.76%a |
| 2025 | 2025-05-28 | 95.32%b |
| 2024 | 2024-05-30 | 79.84%c |
a. 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 our 2026 Annual Meeting.”.
b. 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 2025 Annual Meeting.”.
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 |
|---|---|---|---|---|---|---|
| Joseph L. MoreaIndependent · Audit (Chair) | $105,000 | $94,999 | $0 | $0 | $0 | $199,999 |
| Bruce M. GansIndependent · Lead Independent Director · Audit · Compensation · Partial-year service | 102,500 | 94,999 | 0 | 0 | 0 | 197,499 |
| Kevin C. PhelanIndependent · Compensation (Chair) · Nominating and Governance | 100,000 | 94,999 | 0 | 0 | 0 | 194,999 |
| Lisa Harris JonesIndependent · Audit · Nominating and Governance (Chair) | 100,000 | 94,999 | 0 | 0 | 0 | 194,999 |
| June S. YoungsIndependent · Audit · Compensation | 85,000 | 94,999 | 0 | 0 | 0 | 179,999 |
| Matthew P. JordanNot independent · Departed during FY | 0 | 94,999 | 0 | 0 | 0 | 94,999 |
| Adam PortnoyNot independent | 0 | 94,999 | 0 | 0 | 0 | 94,999 |
| Yael DuffyEmployee director · Partial-year service · Newly elected | 0 | 94,999 | 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 | $20,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $492,500 |
| Equity awards (grant-date value) | $759,992 |
| All other compensation | $0 |
| Total cost of the board | $1,252,492 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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 | Industrial Logistics Properties Trust | 2025 | Yael Duffy | $0 | $149,999 | $0 | $0 | $153,326 |
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.
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, Yael Duffy | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Summary Compensation Table” · page 40. As printed: 153,326. Filing ↗machine: t85 · r1 · c29 · span 802743–802750 |
| 2 | Section 01, Tiffany Sy | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Summary Compensation Table” · page 40. As printed: 81,536. Filing ↗machine: r4 · c29 · span 814287–814293 |
| 3 | Section 03, Tiffany Sy RSU | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t86 · r2 · c17 · span 832715–832721 |
| 4 | Section 03, Yael Duffy RSU | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t86 · r1 · c17 · span 830058–830065 |
| 5 | Section 07, pay ratio | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Joseph L. Morea | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 199,999. Filing ↗machine: t68 · r5 · c23 · span 647487–647494 |
| 7 | Section 08, Bruce M. Gans | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 197,499. Filing ↗machine: t68 · r2 · c23 · span 638934–638941 |
| 8 | Section 08, Kevin C. Phelan | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r7 · c23 · span 653068–653075 |
| 9 | Section 08, Lisa Harris Jones | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r3 · c23 · span 641898–641905 |
| 10 | Section 08, June S. Youngs | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 179,999. Filing ↗machine: t68 · r8 · c23 · span 656455–656462 |
| 11 | Section 08, Matthew P. Jordan | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r4 · c11 · span 643523–643529 |
| 12 | Section 08, Adam Portnoy | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r6 · c11 · span 649104–649110 |
| 13 | Section 08, Yael Duffy | DEF 14A | 2026-03-18 | 0001104659-26-030928 | Section “Director Compensation”. As printed: —. Filing ↗machine: span 636411–636418 |
| 14 | Section 02, Yael Duffy 2026-03-18 | Form 4 | 2026-03-19 | 0001104659-26-032141 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Kevin C. Phelan 2026-05-22 | Form 4 | 2026-05-27 | 0001104659-26-066962 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Elena Poptodorova 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072450 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Adam Portnoy 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072452 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Joseph L. Morea 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072456 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Yael Duffy 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072451 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Kevin C. Phelan 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072457 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Lisa Harris Jones 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072454 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Bruce M. Gans 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072453 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Elena Poptodorova 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072450 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, June S. Youngs 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072458 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 06, 2026 vote | Form 8-K | 2026-06-10 | 0001104659-26-072336 | Item 5.07 · say-on-pay result. As reported: 95.76% (votes for as printed: 27,102,794). Filing ↗ |
| 26 | Section 06, 2025 vote | Form 8-K | 2025-05-30 | 0001104659-25-054887 | Item 5.07 · say-on-pay result. As reported: 95.32% (votes for as printed: 34,991,390). Filing ↗ |
| 27 | Section 06, 2024 vote | Form 8-K | 2024-06-03 | 0001104659-24-067489 | Item 5.07 · say-on-pay result. As reported: 79.84% (votes for as printed: 33,152,078). Filing ↗ |
| 28 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 29 | Section 03b vehicle mix (computed) | 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 |
| 30 | Section 09b board cost (computed) | Computed | — | computed | Cash 492,500 + equity 759,992 + all other 0 = 1,252,492, summed across the director compensation table rows.machine: formula: Σ = 1,252,492 |
| 31 | Industrial Logistics Properties Trust (subject), 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 |