RMR GROUP INC CLASS A (RMR)
Sector: Real Estate
2026 Annual Meeting Analysis
RMR GROUP INC CLASS A · Meeting: March 26, 2026
Directors FOR
1
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Portnoy has served as a director and CEO since 2015, giving him full tenure overlap with the underperformance period; RMR's 3-year stock return of -17.5% trails the company-disclosed compensation peer group median of +55.3% by 72.8 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns, and the 5-year return of -30.6% also lags the 5-year peer median of -28.4% by only 2.2 points — meaning the 5-year relative performance does not provide a mitigating rescue since it also fails the same threshold, confirming sustained underperformance.
Logan has served since 2015, giving her full tenure overlap with the underperformance period; the same 3-year relative TSR gap of -72.8 percentage points versus the peer group triggers a No vote, and the 5-year relative performance does not provide the mitigation needed to downgrade the vote to FOR under policy.
Plevneliev has served since 2017, covering the full 3-year underperformance period; the -72.8 percentage point gap versus the peer group median exceeds the 20-point trigger threshold for companies with negative absolute 3-year TSR, and the 5-year data does not rescue the vote under the mitigant rule.
Veitch has served since 2020, providing meaningful tenure overlap with the 3-year underperformance period; RMR's 3-year stock loss of -17.5% versus a peer median gain of +55.3% represents a -72.8 percentage point gap that far exceeds the 20-point trigger, and the 5-year mitigant does not apply because 5-year relative performance also fails the threshold.
Watkins has served since 2015, covering the full underperformance period; the -72.8 percentage point 3-year gap versus the peer group median triggers a No vote under the negative-absolute-TSR threshold of 20 points, and the 5-year relative comparison does not provide the mitigating rescue required by policy.
For Analysis
Jordan joined the board in January 2026, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him.
Five of six director nominees warrant an AGAINST vote due to severe stock underperformance: RMR's 3-year return of -17.5% trails its company-disclosed compensation peer group median of +55.3% by 72.8 percentage points, far exceeding the 20-point trigger for companies with negative absolute returns. The sole exception is Matthew Jordan, who joined the board in January 2026 and is protected by the 24-month new-director exemption. The 5-year mitigant does not apply because RMR's 5-year underperformance versus peers (-2.2pp) fails to clear the required threshold to downgrade the vote.
Say on Pay
✗ AGAINSTCEO
Adam Portnoy
Total Comp
$4,817,047
Prior Support
99%%
The company explicitly states it sets no specific performance targets for cash bonuses — instead, all bonuses are discretionary and based on holistic evaluations — which means incentive compensation is effectively fixed pay disguised as variable pay, a direct policy trigger for a No vote. Adam Portnoy received $4,817,047 in total compensation including a $2,300,000 discretionary cash bonus and $2,079,973 in stock awards, representing above-benchmark incentive pay at a time when RMR's stock fell -17.5% over three years while the peer group gained +55.3%, a gap of -72.8 percentage points that clearly fails the pay-for-performance alignment check. Prior Say on Pay support of 99% does not override these structural concerns because the absence of measurable performance conditions is an independent trigger under policy regardless of prior-year vote levels.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide the auditor fee table with sufficient detail in the text provided to calculate a non-audit fee ratio, and auditor tenure is not disclosed; per policy, the tenure trigger requires confirmed data to fire and the fee ratio trigger requires confirmed data, so the default FOR vote applies. Deloitte is a Big 4 firm appropriate for RMR's size and complexity.
Overall Assessment
This ballot presents significant governance concerns at RMR Group: five of six director nominees warrant an AGAINST vote due to catastrophic stock underperformance versus peers over three years, and the Say on Pay vote also warrants an AGAINST because the company's bonus structure lacks any pre-set performance targets, making incentive pay effectively discretionary fixed compensation during a period of severe shareholder value destruction. Only newly appointed director Matthew Jordan receives a FOR vote, shielded by the 24-month new-director exemption.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing