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 SEVN 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 SEVN 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 |
|---|---|---|---|---|---|---|---|---|
| Thomas J. Lorenzini | $0 | $0 | $89,996 | $0 | $0 | $0 | $10,395 | $100,391 |
| President and Chief Investment Officer | ||||||||
| Matthew C. Brown | 0 | 0 | 79,999 | 0 | 0 | 0 | 6,703 | 86,702 |
| Chief Financial Officer and Treasurer | ||||||||
| Fernando Diaz | 0 | 0 | 0 | 0 | 0 | 0 | 1,246 | 1,246 |
| Former 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 |
|---|---|---|---|---|
| Thomas J. Lorenzini | $100,391 | $64,274 | — | +36,117 |
| Matthew C. Brown | 86,702 | — | — | — |
| Fernando Diaz | 1,246 | 43,158 | 13,159 | −41,912 |
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 |
|---|---|---|---|---|---|---|---|---|
| William A. Lamkin | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| William A. Lamkin | Director | 2026-06-09 | A | 9,976 | 0 | 0 | Common | Form 4 ↗ |
| Matthew P. Jordan | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| Barbara D. Gilmore | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| Joseph L. Morea | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| Mark A. Talley | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| William A. Lamkin | Director | 2026-06-09 | D | 9,976 | 0 | 0 | Common | Form 4 ↗ |
| Ann M. Danner | Director | 2026-06-09 | A | 9,976 | — | — | Common | Form 4 ↗ |
| Adam Portnoy | Director | 2026-06-09 | A | 9,976 | — | — | 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 | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Thomas J. Lorenzini | RSU | 6,539 | — | $58,197 |
| Thomas J. Lorenzini | RSU | 1,400 | — | 12,460 |
| Matthew C. Brown | RSU | 800 | — | 7,120 |
| Thomas J. Lorenzini | RSU | 700 | — | 6,230 |
| Matthew C. Brown | RSU | 5,813 | — | 51,736 |
| Matthew C. Brown | RSU | 400 | — | 3,560 |
| Matthew C. Brown | RSU | 1,504 | — | 13,386 |
| Thomas J. Lorenzini | RSU | 2,433 | — | 21,654 |
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.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | True |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-05-30 | 5,970,912 | 810,753 | 109,254 | 88.04% | 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 |
|---|---|---|
| 2024 | 2024-05-30 | 88.04%a |
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 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 |
|---|---|---|---|---|---|---|
| Ann M. DannerIndependent · Audit · Compensation · Nominating/Governance · Newly elected | $70,000 | $129,984 | $0 | $0 | $0 | $199,984 |
| Jeffrey P. SomersIndependent · Lead Independent Director · Audit (Chair) | 87,500 | 69,991 | 0 | 0 | 0 | 157,491 |
| Joseph L. MoreaIndependent · Audit | 85,000 | 69,991 | 0 | 0 | 0 | 154,991 |
| William A. LamkinIndependent · Compensation · Nominating/Governance (Chair) | 82,500 | 69,991 | 0 | 0 | 0 | 152,491 |
| Barbara D. GilmoreIndependent · Compensation (Chair) · Nominating/Governance | 82,500 | 69,991 | 0 | 0 | 0 | 152,491 |
| Matthew P. JordanNot independent | 0 | 69,991 | 0 | 0 | 0 | 69,991 |
| Adam PortnoyNot independent · Board Chair | 0 | 69,991 | 0 | 0 | 0 | 69,991 |
| Annual cash retainer | $70,000 |
|---|---|
| Annual equity retainer | $70,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 12,500 / 12,500 |
| Stock ownership guideline | $30,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $407,500 |
| Equity awards (grant-date value) | $549,930 |
| All other compensation | $0 |
| Total cost of the board | $957,430 |
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 | Seven Hills Realty Trust | 2025 | Thomas J. Lorenzini | $0 | $89,996 | $0 | $0 | $100,391 |
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, Thomas J. Lorenzini | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Summary Compensation Table” · page 24. As printed: 100,391. Filing ↗machine: t58 · r1 · c35 · span 534105–534112 |
| 2 | Section 01, Matthew C. Brown | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Summary Compensation Table” · page 24. As printed: 86,702. Filing ↗machine: r3 · c35 · span 545217–545223 |
| 3 | Section 01, Fernando Diaz | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Summary Compensation Table” · page 24. As printed: 1,246. Filing ↗machine: r4 · c35 · span 549030–549035 |
| 4 | Section 07, pay ratio | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Ann M. Danner | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 199,984. Filing ↗machine: t50 · r1 · c23 · span 438786–438793 |
| 6 | Section 08, Jeffrey P. Somers | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 157,491. Filing ↗machine: t50 · r7 · c23 · span 456307–456314 |
| 7 | Section 08, Joseph L. Morea | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 154,991. Filing ↗machine: t50 · r5 · c23 · span 449861–449868 |
| 8 | Section 08, William A. Lamkin | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 152,491. Filing ↗machine: t50 · r4 · c23 · span 446900–446907 |
| 9 | Section 08, Barbara D. Gilmore | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 152,491. Filing ↗machine: t50 · r2 · c23 · span 441313–441320 |
| 10 | Section 08, Matthew P. Jordan | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 69,991. Filing ↗machine: t50 · r3 · c11 · span 443144–443150 |
| 11 | Section 08, Adam Portnoy | DEF 14A | 2026-03-18 | 0001104659-26-030948 | Section “Director Compensation”. As printed: 69,991. Filing ↗machine: t50 · r6 · c11 · span 451478–451484 |
| 12 | Section 02, William A. Lamkin 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072506 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, William A. Lamkin 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072506 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Matthew P. Jordan 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072505 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Barbara D. Gilmore 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072504 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Joseph L. Morea 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072502 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Mark A. Talley 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072500 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, William A. Lamkin 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072506 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Ann M. Danner 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072503 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Adam Portnoy 2026-06-09 | Form 4 | 2026-06-10 | 0001104659-26-072501 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 06, 2024 vote | Form 8-K | 2024-06-03 | 0001104659-24-067492 | Item 5.07 · say-on-pay result. As reported: 88.04% (votes for as printed: 5,970,912). Filing ↗ |
| 22 | 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) |
| 23 | Section 09b board cost (computed) | Computed | — | computed | Cash 407,500 + equity 549,930 + all other 0 = 957,430, summed across the director compensation table rows.machine: formula: Σ = 957,430 |
| 24 | Seven Hills Realty Trust (subject), 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 |