SERVICE PROPERTIES TRUST (SVC)
Sector: Real Estate
2026 Annual Meeting Analysis
SERVICE PROPERTIES TRUST · Meeting: June 11, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Trustees
Against Analysis
Burns has served since 2020, giving her tenure that meaningfully overlaps with the severe underperformance period. SVC's 3-year stock return was -76.3%, trailing the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points — far exceeding the 30-point threshold that triggers an against vote for companies with negative absolute returns. The 5-year picture is equally poor: SVC's 5-year return of -79.7% also trails ^FNER by a wide margin well above the applicable threshold, so the 5-year mitigant does not apply and the against vote is sustained.
Cramer has served since 2020, giving him tenure that fully overlaps with the severe underperformance period. SVC's 3-year return of -76.3% lags the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points, far exceeding the 30-point trigger threshold. The 5-year return of -79.7% also trails ^FNER by a similarly excessive margin, so the 5-year mitigant does not apply and the against vote is sustained.
Fraiche has served since 2015 and her tenure fully covers the underperformance period. SVC's 3-year return of -76.3% trails the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points, far exceeding the 30-point threshold. The 5-year return of -79.7% similarly fails the benchmark by a large margin, eliminating any mitigant, and the against vote is sustained.
Lamkin has served since 2007 and his lengthy tenure fully overlaps with the underperformance period. SVC's 3-year return of -76.3% trails the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points, vastly exceeding the 30-point trigger. The 5-year return of -79.7% is equally poor relative to ^FNER, so the 5-year mitigant does not apply and the against vote is sustained.
Portnoy has served since 2007 and his tenure fully covers the underperformance period; SVC's 3-year return of -76.3% lags the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points, far exceeding the 30-point threshold, and the 5-year return of -79.7% similarly fails. Additionally, as the sitting CEO of RMR (a public company), Portnoy holds board seats at SVC plus at least four other RMR-managed public companies (DHC, ILPT, OPI, SEVN, and RMR Inc.), exceeding the policy's two-outside-board limit for sitting CEOs, providing a second independent basis for an against vote.
For Analysis
Bilotto joined the board in 2025 and has been a trustee for less than 24 months, making him exempt from the TSR underperformance trigger under the policy's new-director exemption.
Penkar joined the board in 2023, meaning his tenure is more than 24 months but covers less than half of the 3-year underperformance measurement period; under the policy's proportional application rule, the trigger is flagged but does not automatically result in a vote against a director whose tenure covers less than half the period, so a for vote is appropriate.
The TSR underperformance trigger fires decisively for all directors with meaningful tenure overlap: SVC's 3-year price return of -76.3% trails the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by 91.9 percentage points, far beyond the 30-point threshold applicable to companies with negative absolute returns, and the 5-year record of -79.7% offers no mitigant. Bilotto is exempt as a sub-24-month director; Penkar joined in 2023 and is given a proportional pass; all other nominees serving since 2020 or earlier receive against votes. Portnoy also triggers the overboarding rule as a sitting CEO with more than two outside board seats.
Say on Pay
✓ FORCEO
Christopher J. Bilotto
Total Comp
$436,881
Prior Support
N/A
SVC operates under an externally managed structure where the company pays executives only in stock awards and pays no cash compensation directly — all cash salary and bonuses are paid by the manager RMR and are not reported as SVC compensation in the summary compensation table. The CEO's total reported SVC compensation of $436,881 consists entirely of stock awards, which is modest for a CEO of a REIT of this size and is well within benchmark. Because the compensation paid directly by SVC is limited to time-vested share awards at low absolute levels, the pay level does not exceed benchmarks, and there is no evidence of above-benchmark incentive pay that would require a pay-for-performance alignment test to be failed. While the stock has performed poorly, the compensation program's design — with no cash paid by the company and modest share awards — does not present the alignment failure that would warrant a no vote under the policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
6 yrs
Audit Fees
$1,419,640
Non-Audit Fees
$83,237
Deloitte has served as SVC's auditor since June 2020, giving it approximately 6 years of tenure — well below the 25-year threshold that would trigger concern. Non-audit fees (tax fees of $82,289 plus other fees of $948) total $83,237, which is only about 5.9% of audit fees of $1,419,640, far below the 50% threshold. No restatements or other concerns are identified, so ratification is supported.
Overall Assessment
The 2026 Service Properties Trust ballot contains three standard proposals. The most significant issue is severe and sustained stock underperformance — SVC's shares have lost more than 76% over three years, trailing the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) by nearly 92 percentage points — which triggers against votes for five of the seven trustee nominees under the TSR policy, with Portnoy also flagged for overboarding. Say on Pay and auditor ratification both pass their respective screens and receive for determinations.