Fiscal year 2024 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 OPI 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 OPI 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 | $69,998 | $0 | $0 | $0 | $456 | $70,454 |
| President and Chief Operating Officer | ||||||||
| Brian Donley | 0 | 0 | 69,998 | 0 | 0 | 0 | 429 | 70,427 |
| 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 | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Yael Duffy | $70,454 | — | — | — |
| Brian Donley | 70,427 | — | — | — |
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 2024 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 |
|---|---|---|---|---|---|---|---|---|
| Adam Portnoy | Director | 2025-09-16 | D | 2,108 | $1 | $1,752 | Common | Form 4 ↗ |
| Jennifer B. Clark | Director | 2025-09-16 | D | 7,858 | 1 | 6,532 | Common | Form 4 ↗ |
| Yael Duffy | President and COO | 2025-09-16 | D | 1,230 | 1 | 1,022 | Common | Form 4 ↗ |
| Brian Donley | CFO and Treasurer | 2025-09-16 | D | 1,174 | 1 | 976 | 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 J. Bilotto | — | 2023-09-13 | — | — | 10,000 | — | $57,600 |
| Brian Donley | — | 2023-09-13 | — | — | 4,000 | — | 23,040 |
Grant-level vehicle detail not disclosed.
% 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 |
|---|---|---|---|---|
| Brian Donley | RSU | 2,400 | — | $2,400 |
| Yael Duffy | RSU | 200 | — | 200 |
| Brian Donley | RSU | 200 | — | 200 |
| Yael Duffy | RSU | 2,400 | — | 2,400 |
| Yael Duffy | RSU | 26,290 | — | 26,285 |
| Brian Donley | RSU | 480 | — | 480 |
| Yael Duffy | RSU | 960 | — | 960 |
| Brian Donley | RSU | 26,290 | — | 26,285 |
equity and equity-based compensation assists in recognizing executives and other service providers scope of responsibilities, rewarding demonstrated performance and leadership, motivating future performance, aligning the interests of our executives and other service providers with those of our other shareholders
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Ferguson Partners |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-12 | 22,066,964 | 13,138,210 | 2,822,212 | 62.68% | Passed |
| 2024 | 2024-06-13 | 23,949,768 | 2,771,113 | 849,603 | 89.63% | Passed |
| 2023 | 2023-06-13 | 32,889,971 | 2,901,605 | 286,758 | 91.89% | Passed |
| 2022 | 2022-06-16 | 35,132,204 | 2,390,618 | 315,946 | 93.63% | Passed |
| 2021 | 2021-06-17 | 33,971,739 | 2,277,071 | 164,864 | 93.72% | Passed |
| 2020 | 2020-05-27 | 32,046,696 | 2,116,492 | 573,934 | 92.25% | 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 |
|---|---|---|
| 2025 | 2025-06-12 | 62.68%a |
| 2024 | 2024-06-13 | 89.63%b |
| 2023 | 2023-06-13 | 91.89%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 2025 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 our 2024 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 our 2023 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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| William A. LamkinIndependent · Audit (Chair) | $105,000 | $24,998 | $0 | $0 | $0 | $129,998 |
| Elena B. PoptodorovaIndependent · Lead Independent Director · Audit · Compensation · Nominating and Governance | 102,500 | 24,998 | 0 | 0 | 0 | 127,498 |
| Donna D. FraicheIndependent · Audit · Compensation (Chair) | 100,000 | 24,998 | 0 | 0 | 0 | 124,998 |
| Jeffrey P. SomersIndependent · Audit · Nominating and Governance (Chair) | 100,000 | 24,998 | 0 | 0 | 0 | 124,998 |
| John L. HarringtonIndependent · Audit · Not standing for re-election | 85,000 | 24,998 | 0 | 0 | 0 | 109,998 |
| Barbara D. GilmoreIndependent · Audit · Compensation | 85,000 | 24,998 | 0 | 0 | 0 | 109,998 |
| Mark A. TalleyIndependent · Audit · Compensation | 85,000 | 24,998 | 0 | 0 | 0 | 109,998 |
| Jennifer B. ClarkNot independent | 0 | 24,998 | 0 | 0 | 0 | 24,998 |
| Adam PortnoyNot independent · Board Chair | 0 | 24,998 | 0 | 0 | 0 | 24,998 |
| Annual cash retainer | $85,000 |
|---|---|
| Annual equity retainer | $25,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 15,000 |
| Stock ownership guideline | $20,000 |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $662,500 |
| Equity awards (grant-date value) | $224,982 |
| All other compensation | $0 |
| Total cost of the board | $887,482 |
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 Office Properties Income 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 Office Properties Income 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 |
|---|---|---|---|---|
| Office Properties Income Trust | not disclosed | RSU 100 | not disclosed | Ferguson Partners |
| Diversified Healthcare Trust | not disclosed | RSU 100 | not disclosed | not disclosed |
| Industrial Logistics Properties Trust | not disclosed | RSU 100 | not disclosed | not disclosed |
| 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.
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 | 2025-04-03 | 0001104659-25-031681 | Section “Summary Compensation Table” · page 39. As printed: 70,454. Filing ↗machine: t81 · r1 · c35 · span 818477–818483 |
| 2 | Section 01, Brian Donley | DEF 14A | 2025-04-03 | 0001104659-25-031681 | Section “Summary Compensation Table” · page 39. As printed: 70,427. Filing ↗machine: r2 · c35 · span 822773–822779 |
| 3 | Section 03, Christopher J. Bilotto | DEF 14A | 2025-04-03 | 0001104659-25-031681 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t88 · r3 · c15 · span 912265–912267 |
| 4 | Section 03, Brian Donley | DEF 14A | 2025-04-03 | 0001104659-25-031681 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t83 · r6 · c0 · span 851040–851041 |
| 5 | Section 08, William A. Lamkin | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 129,998. Filing ↗machine: t73 · r5 · c23 · span 730990–730997 |
| 6 | Section 08, Elena B. Poptodorova | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 127,498. Filing ↗machine: t73 · r6 · c23 · span 733538–733545 |
| 7 | Section 08, Donna D. Fraiche | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 124,998. Filing ↗machine: t73 · r2 · c23 · span 722481–722488 |
| 8 | Section 08, Jeffrey P. Somers | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 124,998. Filing ↗machine: t73 · r8 · c23 · span 739157–739164 |
| 9 | Section 08, John L. Harrington | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 109,998. Filing ↗machine: t73 · r4 · c23 · span 728008–728015 |
| 10 | Section 08, Barbara D. Gilmore | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 109,998. Filing ↗machine: t73 · r3 · c23 · span 725463–725470 |
| 11 | Section 08, Mark A. Talley | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 109,998. Filing ↗machine: t73 · r9 · c23 · span 743023–743030 |
| 12 | Section 08, Jennifer B. Clark | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 24,998. Filing ↗machine: t73 · r1 · c11 · span 718699–718705 |
| 13 | Section 08, Adam Portnoy | DEF 14A | 2025-04-03 | 0001104659-24-043625 | Section “Director Compensation”. As printed: 24,998. Filing ↗machine: t73 · r7 · c11 · span 735374–735380 |
| 14 | Section 02, Adam Portnoy 2025-09-16 | Form 4 | 2025-09-18 | 0001104659-25-091318 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Jennifer B. Clark 2025-09-16 | Form 4 | 2025-09-18 | 0001104659-25-091267 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Yael Duffy 2025-09-16 | Form 4 | 2025-09-18 | 0001104659-25-091266 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Brian Donley 2025-09-16 | Form 4 | 2025-09-18 | 0001104659-25-091261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-06-16 | 0001104659-25-059909 | Item 5.07 · say-on-pay result. As reported: 62.68% (votes for as printed: 22,066,964). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-06-13 | 0001104659-24-071254 | Item 5.07 · say-on-pay result. As reported: 89.63% (votes for as printed: 23,949,768). Filing ↗ |
| 20 | Section 06, 2023 vote | Form 8-K | 2023-06-13 | 0001104659-23-070872 | Item 5.07 · say-on-pay result. As reported: 91.89% (votes for as printed: 32,889,971). Filing ↗ |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 662,500 + equity 224,982 + all other 0 = 887,482, summed across the director compensation table rows.machine: formula: Σ = 887,482 |
| 22 | Diversified Healthcare Trust, 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: t87 · r1 · c29 · span 841488–841495 |
| 23 | 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: t85 · r1 · c29 · span 832034–832041 |
| 24 | 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 |
| 25 | 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 |
| 26 | Office Properties Income Trust (subject), 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 |
| 27 | Section 10a, Service Properties Trust reciprocity | DEF 14A | — | 0001104659-26-029456 | Service Properties Trust names Office Properties Income Trust in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 28 | Section 10a, Industrial Logistics Properties Trust reciprocity | DEF 14A | — | 0001104659-25-025603 | Industrial Logistics Properties Trust names Office Properties Income Trust in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 29 | Section 10a, Diversified Healthcare Trust reciprocity | DEF 14A | — | 0001104659-26-032082 | Diversified Healthcare Trust names Office Properties Income Trust in its own disclosed peer group (read from its most recent proxy). Filing ↗ |