REPORT OF OUR AUDIT COMMITTEE
In the course of our Audit Committee's oversight of our financial reporting process, our Audit Committee has: (i) reviewed and
discussed with management the audited financial statements for the fiscal year ended December 31, 2020; (ii) discussed with RSM US LLP, our independent auditors, the matters
required to be discussed under PCAOB Auditing Standard No. 1301; (iii) received the written disclosures and the letter from our auditors required by applicable requirements of the PCAOB
regarding our independent auditors' communications with our Audit Committee concerning independence; (iv) discussed with our independent auditors their independence; and (v) considered
whether the provision of non-audit services by our independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time.
Based
on the foregoing review and discussions, our Audit Committee recommended to our Board that the audited financial statements be included in the Annual Report on Form N-CSR for the fiscal
year ended December 31, 2020, for filing with the SEC.
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Jeffrey P. Somers, Chair
Barbara D. Gilmore
John L. Harrington
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2021 Proxy Statement
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FREQUENTLY ASKED QUESTIONS
Proxy Materials and Voting Information
1. What is included in the proxy materials? What is a proxy statement and what is a proxy?
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The
proxy materials for our 2021 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 2021 Annual Meeting, this Proxy Statement and our Annual
Report for the fiscal year ended December 31, 2020 (collectively, the "proxy materials"). If you request a paper copy of these materials, the proxy materials will also include a proxy card or
voting instruction form.
A
proxy statement is a document that SEC regulations require us to give you when we ask you to return a proxy designating individuals to vote on your behalf. A proxy is your legal designation of
another person to vote the shares you own. That other person is called your proxy.
2. What is the difference between holding shares as a shareholder of record and as a beneficial owner?
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If
your shares are registered directly in your name with our registrar and transfer agent, Equiniti Shareowner Services, you are considered a shareholder of record of those shares.
If you are a shareholder of record, you should receive only one notice or proxy card for all the Common Shares you hold, whether in certificate or book entry form.
If
your shares are held in an account you own at a bank or brokerage or you hold shares through another nominee, you are considered the "beneficial owner" of those shares. If you are a beneficial
owner, you will receive voting instruction information from the bank, broker or other nominee through which you own your Common Shares.
If
you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Common Shares you hold of record and a separate voting instruction form for the
shares from the bank, broker or other nominee through which you own Common Shares.
3. What different methods can I use to vote?
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By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by
touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your
Notice Regarding the Availability of Proxy Materials or proxy card. Beneficial owners may authorize a proxy by telephone or internet if their bank, broker or other nominee makes those methods
available, in which case the bank, broker or nominee will include the instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 16 digit control
number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The telephone and internet proxy authorization procedures are designed to
authenticate shareholder identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly. Proxies submitted by telephone or through the
internet must be received by 11:59 p.m., Eastern time, on May 26, 2021 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m., Eastern time, on the day
immediately preceding the date of the reconvened meeting.
By Written Proxy. All shareholders of record also can submit voting instructions by written proxy card. If you are a
shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice. If you are a
beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker
2021 Proxy
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Table of Contents
or
other nominee. Proxies submitted by mail must be received by 11:59 p.m., Eastern time, on May 26, 2021 or, if the meeting is postponed or adjourned to a later date, by
11:59 p.m., Eastern time, on the day immediately preceding the date of the reconvened meeting.
Electronically at our 2021 Annual Meeting.
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All shareholders of record may vote electronically at the meeting, as described in the response to question
11. Even if you plan to attend our 2021 Annual Meeting, we recommend that you follow the voting directions described above, so that your vote will be counted if you later decide not to
attend our 2021 Annual Meeting.
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Beneficial owners may vote electronically at our 2021 Annual Meeting if they have a legal proxy, as described in the response
to questions 11 and 12.
A
shareholder may revoke a proxy at any time before it is voted at our 2021 Annual Meeting, subject to the proxy voting deadlines described above, by authorizing a proxy again on a later date by
internet or by telephone, by signing and returning a later dated proxy card or by attending the meeting and voting electronically or by sending an original written statement revoking the prior proxy
to our Secretary at our principal executive office (or by hand delivery to the Secretary before the taking of the vote at our 2021 Annual Meeting).
Beneficial
owners who wish to change their votes should contact the organization that holds their shares.
If
you have any questions or need assistance in voting your shares or authorizing your proxy, please call the firm assisting us in the solicitation of proxies:
Morrow
Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
4. Who may vote at our 2021 Annual Meeting?
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Holders
of record of our Common Shares as of the close of business on March 17, 2021, the record date, may vote at the meeting. Holders of our Common Shares will vote as a
single class on all matters at the meeting.
5. What if I authorize a proxy and do not specify how my shares are to be voted?
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If
you submit a signed proxy card or authorize a proxy by internet or telephone, but do not indicate how your Common Shares should be voted on one or more proposals, then the proxies
will vote your shares as our Board recommends on those proposals. Other than the proposals listed on pages 8, 19, 21, 22 and 23, we do not know of any other matters to be presented at the
meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their discretion.
6. What is a quorum? How are abstentions and broker non-votes counted?
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A
quorum of shareholders is required for shareholders to take action at our 2021 Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast a majority of
all the votes entitled to be cast at our 2021 Annual Meeting constitutes a quorum.
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2021 Proxy Statement
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Abstentions
and broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote
and (ii) the broker does not have discretionary voting power on a particular matter), if any, are included in determining whether a quorum is present. Abstentions are not votes cast and,
therefore, will not be included in vote totals and will have no effect on the outcome of Proposals 1, 2, 3, 4 or 5. Broker non-votes are not votes cast and, therefore, will not be included in
vote totals and will have no effect on the outcome of Proposals 1, 2, 3 or 4. There can be no broker non-votes on Proposal 5 as it is a matter on which, if you hold your shares in street
name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on your behalf.
7. Can I access the proxy materials on the internet? How can I sign up for the electronic proxy delivery service?
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The
Notice of 2021 Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com. You may access these
proxy materials on the internet through the conclusion of our 2021 Annual Meeting.
Instead
of receiving future copies of our proxy materials by mail, shareholders of record and most beneficial owners may elect to receive these materials electronically. Opting to receive your future
proxy materials electronically will reduce the environmental impact of our annual meeting, save us the cost of printing and mailing documents, and also will give you an electronic link to our proxy
voting site. Your Notice Regarding the Availability of Proxy Materials instructs you as to how you may request electronic delivery of future proxy materials.
8. How are proxies solicited and what is the cost?
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We
bear all expenses incurred in connection with the solicitation of proxies. We have engaged Morrow Sodali LLC ("Morrow Sodali") to assist with the solicitation of proxies
for an estimated fee of $12,500 plus reimbursement of expenses. We have agreed to indemnify Morrow Sodali against certain liabilities arising out of our agreement with Morrow Sodali. We will request
banks, brokers and other nominees to forward proxy materials to the beneficial owners of Common Shares and to obtain their voting instructions. We will reimburse those firms for their expenses of
forwarding proxy materials.
Proxies
may also be solicited, without additional compensation, by our Trustees and officers, and by RMR LLC, its officers and employees and its parent's and subsidiaries', including our
manager, TRA, directors, trustees, officers and employees, by mail, telephone or other electronic means or in person.
As
permitted by the Exchange Act, we may deliver only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 2021 Annual Meeting, this Proxy Statement and
the Annual Report to shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies of those documents. This practice is known as
"householding."
We
will deliver a separate copy of any of those documents to you if you write to us at Investor Relations, RMR Mortgage Trust, Two Newton Place, 255 Washington Street, Suite 300,
Newton, Massachusetts 02458, or call us at (617) 796-8253. If you want to receive separate copies of our notices regarding the availability of proxy materials, notices of annual meetings, proxy
statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or
you may contact us at the above address or telephone number.
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Table of Contents
2021 Annual Meeting Information
10. Why is our 2021 Annual Meeting being held virtually?
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Because
of the COVID-19 pandemic, we believe hosting our 2021 Annual Meeting virtually will help ensure the health and well-being of our shareholders and other stakeholders.
Shareholders attending our 2021 Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would have had at an in-person meeting.
11. How do I attend our virtual 2021 Annual Meeting?
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Attendance
at the meeting is limited to our Trustees and officers, shareholders as of the record date (March 17, 2021) or their duly authorized representatives or proxies, and
other persons permitted by the Chair of the meeting.
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Record owners:
If you are a shareholder as of the record date who holds shares directly, you may participate in our 2021 Annual Meeting via internet webcast by visiting the following
website and following the registration and participation instructions contained therein: http://viewproxy.com/rmrmortgagetrust/2021/. Please have the
control number located on your proxy card or voting information form available.
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Beneficial owners:
If you are a shareholder as of the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend our
2021 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. For this purpose, a copy of a letter or account statement from the applicable brokerage firm, bank or
other nominee confirming such ownership will be acceptable. If you are a beneficial owner and want to vote your shares at our 2021 Annual Meeting, you must also provide a legal proxy from your bank,
broker or other nominee. You will not be able to vote your shares at our 2021 Annual Meeting without a legal proxy, as described in the response to question 12. Please
follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a legal proxy form.
To
register, you must submit proof of your beneficial ownership of shares and legal proxy, as applicable, along with your name and address, to virtualmeeting@viewproxy.com. Upon successful
preregistration, you will receive a confirmation email from customercare@gotowebinar.com confirming registration and providing further instructions regarding attending our 2021 Annual Meeting.
Beneficial owners should complete the registration process noted above at least three days in advance of our 2021 Annual Meeting to ensure that all documentation and verifications are in order.
If
you have questions regarding these admission procedures, please call Investor Relations at (617) 796-8253.
12. How can I vote electronically at our 2021 Annual Meeting if I am a beneficial owner?
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If
you are a beneficial owner and want to vote your shares at our 2021 Annual Meeting, you need to first obtain a valid legal proxy from your bank, broker or other nominee and then
register in advance to attend our 2021 Annual Meeting. Please follow the procedures described in the response to questions 3 and 11.
You
will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response
to question 11. However, you will not be able to vote your shares at the meeting without a legal proxy. We encourage you to vote your shares in advance, even if you
intend to attend the meeting.
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13. How can I ask questions at our 2021 Annual Meeting?
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Shareholders
as of the record date who attend and participate in our 2021 Annual Meeting at http://viewproxy.com/rmrmortgagetrust/2021/ will have an opportunity to submit questions live via the internet during a
designated portion of the
program. Shareholders must have available their control number provided on their proxy card or voting instruction form.
If
you experience any technical difficulties accessing our 2021 Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual shareholder login site for
assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of our 2021 Annual Meeting.
Company Documents, Communications and Shareholder Proposals
14. How can I view or request copies of our SEC filings and other documents?
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You
can visit our website to view our Governance Guidelines, Board committee charters and Code. To view these documents, go to www.rmrmortgagetrust.com, click on "Investors" and then click on "Governance."
To view our SEC filings and Forms 3, 4 and 5 filed by our Trustees
and executive officers, go to www.rmrmortgagetrust.com, click on "Investors," and then click on "Financial Information."
We
will deliver free of charge, upon request, a copy of our Governance Guidelines, Board committee charters, Code or Annual Report to any shareholder requesting a copy. Requests should be directed to
Investor Relations at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
15. How can I communicate with our Trustees?
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Any
shareholder or other interested person who wants to communicate with our Trustees should write to such Trustee(s), c/o Secretary, RMR Mortgage Trust, Two Newton Place,
255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email secretary@rmrmortgagetrust.com. The communication will then be delivered to the Trustee(s).
16. How do I submit a nomination or other proposal for action at the 2022 annual meeting of shareholders?
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A
nomination or proposal for action to be presented by any shareholder at our 2022 annual meeting of shareholders must be submitted as
follows:
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For a proposal to be eligible to be included in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the
proposal must be received at our principal executive office by November 24, 2021.
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If the proposal is not to be included in the proxy statement pursuant to Rule 14a-8, the proposal must be made in
accordance with the procedures and requirements set forth in our Bylaws and must be received by us not later than 5:00 p.m., Eastern time, on December 24, 2021 and not earlier than
November 24, 2021.
Proposals
should be sent to our Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
For
additional information regarding how to submit a shareholder proposal, see page 6 of this Proxy Statement.
2021 Proxy
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RELATED PERSON TRANSACTIONS
The descriptions of agreements in this "Related Person Transactions" section do not purport to be complete and are subject to, and qualified
in their entirety by, reference to the actual agreements, copies of certain of which are filed as exhibits to our SEC filings.
A
"related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we
were, are or will be a participant, (ii) the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and
(iii) any related person had, has or will have a direct or indirect material interest.
A
"related person" means any person who is, or at any time since January 1, 2020 was:
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a Trustee, a nominee for Trustee or an executive officer of ours;
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known to us to be the beneficial owner of more than 5.0% of the outstanding Common Shares when a transaction in which such
person had a direct or indirect material interest occurred or existed;
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an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild,
parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the persons referenced in the preceding two bullets, and any
person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or
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a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position
or in which such person has a 10.0% or greater beneficial ownership interest.
We
have adopted written Governance Guidelines that describe the consideration and approval of related person transactions. Under these Governance Guidelines, we may not enter into a transaction in
which any Trustee or executive officer, any member of the immediate family of any Trustee or executive officer or other related person, has or will have a direct or indirect material interest unless
that transaction has been disclosed or made known to our Board and our Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Trustees, even
if the disinterested Trustees constitute less than a quorum. If there are no disinterested Trustees, the transaction must be reviewed, authorized and approved or ratified by both (i) the
affirmative vote of a majority of our Board and (ii) the affirmative vote of a majority of the Independent Trustees. In determining whether to approve or ratify a transaction, our Board, or
disinterested Trustees or Independent Trustees, as the case may be, also act in accordance with any applicable provisions of our Declaration of Trust and Bylaws, consider all of the relevant facts and
circumstances and approve only those transactions that they determine are fair and reasonable to us. All related person transactions described in Annex B to this Proxy Statement were reviewed
and approved or ratified by a majority of the disinterested Trustees or otherwise in accordance with our policies, Declaration of Trust and Bylaws, each as described above. In the case of any
transactions with us by employees of RMR LLC and its subsidiaries who are subject to the Code but who are not our Trustees or executive officers, the employee must seek approval from an
executive officer who has no interest in the matter for which approval is being requested. Copies of our Governance Guidelines and the Code are available on our website, www.rmrmortgagetrust.com.
Certain
related person transactions are set forth in Annex B to this Proxy Statement.
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OTHER INFORMATION
At this time, we know of no other matters that will be brought before the meeting. If, however, other matters properly come before the meeting
or any postponement or adjournment thereof, the persons named in the accompanying proxy card intend to vote the shares for which they have been appointed or authorized as proxy in accordance with
their discretion on such matters to the maximum extent that they are permitted to do so by applicable law.
Jennifer B. Clark
Secretary
Newton,
Massachusetts
March 24, 2021
2021 Proxy
Statement 33
Table of Contents
ANNEX A2021 EQUITY PLAN
RMR MORTGAGE TRUST
2021 EQUITY COMPENSATION PLAN
RMR Mortgage Trust hereby adopts the RMR Mortgage Trust 2021 Equity Compensation Plan, effective as of the Effective Date, subject to the approval of the
Company's shareholders.
I. PURPOSE
The
Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of the Company,
the Manager or The RMR Group LLC, and others rendering valuable services to the Company, its subsidiaries or to the Manager or The RMR Group LLC, through grants of the Company's Shares.
II. DEFINITIONS
Terms
that are capitalized in the text of the Plan have the meanings set forth below:
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(a)
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"Board"
means the Board of Trustees of the Company.
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(b)
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"Company"
means RMR Mortgage Trust, a Maryland statutory trust.
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(c)
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"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
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(d)
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"Key
Person" means an employee, consultant, advisor, Trustee, officer or other person providing services to the Company, to a subsidiary of the Company, or to the
Manager or The RMR Group LLC or an affiliate of the Manager or The RMR Group LLC.
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(e)
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"Manager"
means a person or entity providing management or administrative services to the Company.
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(f)
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"Participant"
means a person to whom Shares have been granted, or any other person who becomes owner of the Shares by reason of such person's death or incapacity.
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(g)
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"Plan"
means this RMR Mortgage Trust 2021 Equity Compensation Plan, as it may be amended from time to time.
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(h)
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"Securities
Act" means the Securities Act of 1933, as amended.
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(i)
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"Share
Agreement" means an agreement between the Company and a Participant regarding Shares issued to the Participant pursuant to the Plan.
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(j)
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"Shares"
means the Company's common shares, $0.001 par value per share.
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(k)
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"Trustee"
means a member of the Board.
III. SHARES
SUBJECT TO THE PLAN
Subject
to the provisions of Article VII, the maximum number of Shares which may be granted under the Plan following the Effective Date shall equal 500,000. If any Shares subject to an award
under the Plan are forfeited, cancelled, repurchased or surrendered (including in satisfaction of tax obligations), the Shares with respect to such award shall, to the extent of any such forfeiture,
cancellation, repurchase or surrender, again be available for awards under the Plan.
Subject
to the terms of any Share Agreement, a holder of Shares granted under the Plan, whether or not vested, shall have all of the rights of a shareholder of the Company, including the right to vote
the Shares and the right to receive any distributions, unless the Board shall otherwise determine. Certificates
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representing
Shares or statements representing Shares in book-entry form may be imprinted with a legend to the effect that the Shares represented may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of except in accordance with the terms of the Securities Act and the applicable Share Agreement, if any. In addition, the Company may hold the certificates
representing Shares pending lapse of any applicable vesting, forfeiture, repurchase, transfer or similar restrictions.
IV. METHOD
OF GRANTING SHARES
Grants
of Shares to any Key Person shall be made by action of the Board, which shall have the sole discretion (subject to the terms of the Plan) to select persons to whom Shares are to be granted, the
amount and timing of each such grant, the extent, if any, to which vesting restrictions or other conditions shall apply to the award and all other terms and conditions of any award (which terms and
conditions need not be the same as between recipients or awards). If a person to whom such a grant of Shares has been made fails to execute and deliver to the Company a Share Agreement within ten
(10) days after it is submitted to him, her or them, the grant of Shares related to such Share Agreement may be cancelled by the Company, acting by the Board, at its option and in its
discretion without further notice to the Participant. Nothing in this Section IV shall prevent the Board from delegating its authority to make grants to a committee pursuant to
Section V.
V. ADMINISTRATION
OF THE PLAN
The
Plan shall be administered by the Board or, in the discretion of the Board, a committee of the Board designated by the Board and composed of at least two (2) members of the Board. All
references in the Plan to the Board shall be understood to refer to such committee or the Board, whichever shall be administering the Plan from time to time. All questions of interpretation and
application of the Plan and of grants of Shares shall be determined by the Board in its sole discretion and the Board shall have the authority to do all things necessary to carry out the purposes of
the Plan, and its determinations shall be final and binding upon all persons, including the Company and all Participants. Without limiting the generality of the foregoing, the Board is authorized to:
(i) adopt and approve from time to time the forms and, subject to the terms of the Plan, the terms and conditions of any Share Agreement; (ii) make adjustments to awards in response to
changes in applicable laws, regulations or accounting principles; and (iii) prescribe, amend and rescind rules and regulations relating to the Plan. If it determines to do so, the Board may
grant Shares under this Plan that are not subject to vesting, forfeiture, repurchase and transfer restrictions.
For
so long as Section 16 of the Exchange Act is applicable to the Company, each member of any committee designated to administer the Plan shall qualify as a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act and its composition shall comply with all other applicable legal requirements.
With
respect to persons subject to Section 16 of the Exchange Act with respect to the Company, transactions under the Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successor under the Exchange Act.
VI. ELIGIBLE
PERSONS
The
persons eligible to receive grants of Shares shall be those persons selected by the Board in its discretion from among Key Persons who contribute to the business of the Company and its
subsidiaries, if any.
VII. CHANGES
IN CAPITAL STRUCTURE
In
the event of any stock dividend or other similar distribution (whether in the form of stock or other securities), stock split or combination of shares (including a reverse stock split), conversion,
reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, extraordinary cash dividend or other similar transaction or event, the Board shall make adjustments to the
maximum number of Shares that may be issued under the Plan under Article III and Article IV and shall also make appropriate adjustments to the number and kind of shares of stock,
securities or other property (including
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2021 Proxy Statement
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cash)
subject to awards then outstanding under the Plan affected by such change and to the other terms and conditions of such awards. No fractional Shares shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.
VIII. EFFECTIVE
DATE AND DURATION AND TERMINATION OF PLAN
The
Plan shall be effective at the close of business on May 27, 2021 (the "Effective Date"), subject to its approval by the Company's shareholders. Shares may be granted under the Plan from
time to time until the close of business on May 27, 2031. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions of the Plan. The Board
hereafter may at any time amend or terminate the terms of an award or the Plan in any respect; provided that (without limiting Article VII
hereof) the Board may not, without the affected Participant's consent, amend or terminate the terms of an award or the Plan so as to affect adversely the Participant's rights under an outstanding
award. Any amendments to the Plan shall be conditioned upon shareholder approval only to the extent, if any, such approval is required by applicable law or listing requirements.
IX. MISCELLANEOUS
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A.
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Nonassignability
of Shares. Shares subject to a Share Agreement shall not be assignable or transferable by a Participant except in
accordance with the terms of the applicable Share Agreement or as may be permitted by the Board.
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B.
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No
Guarantee of Employment. Neither the award of Shares nor a Share Agreement shall give any person the right to continue in the
employment or service of, or to continue to act as an officer or Trustee of, or to serve in any other capacity with, the Company, any subsidiary or the Manager or The RMR Group LLC or any
affiliate of the Manager or The RMR Group LLC.
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C.
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Tax
Withholding; Section 409A. To the extent required by law, the Company shall withhold or cause to be withheld income and other
taxes incurred by a Participant by reason of a grant of Shares, and, as a condition to the receipt of any grant of Shares, a Participant agrees that if the amount payable to him, her or them by the
Company in the ordinary course is insufficient to pay such taxes, he, she or they shall, upon request of the Company, pay the Company an amount sufficient to satisfy its tax withholding obligations.
Without limiting the foregoing, the Board may in its discretion permit any Participant's withholding obligation to be paid in whole or in part in the form of Shares, by withholding from the Shares to
be issued to such Participant or by accepting delivery of Shares already owned by him, her or them. The fair market value of the Shares for this purpose shall be the closing price of the Shares on the
principal securities exchange on which the Shares are listed on the date such Shares are repurchased by the Company, unless otherwise determined by the Board in its discretion. If payment of
withholding taxes is made in whole or in part in Shares, the Participant shall deliver to the Company share certificates registered in his, her or their name or other evidence of legal and beneficial
ownership of Shares owned by him, her or them, fully vested and free of all liens, claims and encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record
holder of the Shares represented by such share certificates. If the Participant is subject to Section 16(a) of the Exchange Act, his, her or their ability to pay the withholding obligation in
the form of Shares shall be subject to such additional restrictions as may be necessary to avoid any transaction that might give rise to liability under Section 16(b) of the Exchange Act. It is
intended that awards granted under the Plan be exempt from the application of Section 409A of the Code, and the Plan and such awards shall be construed in accordance with that intention.
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D.
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Conditions
to Issuance. The issuance of Shares under the Plan is subject to compliance with (1) the laws, rules and regulations of
all public agencies and authorities applicable to the issuance and distribution of Shares and (2) the listing rules of any stock exchange or national market system on which the Shares are
listed.
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Table of Contents
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E.
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No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The Board shall determine whether cash,
other awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
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F.
-
Governing
Law. The Plan shall be governed by and construed and enforced in accordance with the laws of the State of Maryland applicable
to contracts made and to be performed therein, without reference to the conflicts of law principles thereof.
-
G.
-
Change
in Control. Each unvested Share under the Plan immediately prior to the occurrence of a "Change in Control" or a "Termination
Event" shall become fully vested upon the occurrence of the Change in Control or Termination Event, as each term is defined below.
A
"Change in Control" shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:
-
(a)
-
any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of either the then outstanding common
shares of beneficial interest of the Company or the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in paragraph (c)(i) below;
-
(b)
-
the
following individuals cease for any reason to constitute a majority of the number of Trustees then serving: individuals who, on the Effective Date, constitute
the Board and any new Trustee (other than a Trustee whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of Trustees) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at
least two-thirds (2/3) of the Trustees then in office who either were Trustees on the Effective Date or whose appointment, election or nomination for election was previously so approved or
recommended;
-
(c)
-
there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (i) a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company's then outstanding securities; or
-
(d)
-
the
shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of
the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such
sale.
Notwithstanding
anything to the contrary set forth herein, a transaction involving the Company and an Excluded Entity (or Affiliate) in which the award of Shares is to be assumed by the successor (or
replaced by a substantially equivalent award) shall not constitute a Change in Control.
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2021 Proxy Statement
Table of Contents
A
"Termination Event" shall occur if Tremont Realty Advisors LLC (or any entity controlled by, under common control with or controlling Tremont Realty Advisors LLC) ceases to be the
manager or shared services provider to the Company.
For
purposes of the defined terms used in this Section IX.G., but not previously defined in the Plan, the following definitions shall apply:
"Affiliate"
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
"Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
"Excluded
Entity" shall mean any entity to which The RMR Group LLC (or any entity controlled by, under common control with or controlling The RMR Group LLC) provides management, advisory
or shared services.
"Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include
(i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such securities and (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of shares of the Company.
2021 Proxy
Statement A-5
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ANNEX BCERTAIN RELATED PERSON TRANSACTIONS
Relationships with TRA, RMR LLC and Others Related to Them. We have relationships and
historical and continuing transactions with TRA, RMR LLC, RMR Inc. and others related to them, including other companies to which RMR LLC or its subsidiaries provide management
services and some of which have trustees, directors or officers who are also our Trustees or officers. TRA is a subsidiary of RMR LLC, which is a majority owned subsidiary of RMR Inc.,
and RMR Inc. is the managing member of RMR LLC. RMR LLC provides certain shared services to TRA that are applicable to us, and we reimburse TRA for the amounts it pays for those
services. One of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and he is
also a director of TRA, a managing director and the president and chief executive officer of RMR Inc., and an officer and employee of RMR LLC. In connection with the Business Change, our
Board appointed Thomas J. Lorenzini as our President and G. Douglas Lanois as our Chief Financial Officer and Treasurer. Mr. Lorenzini and Mr. Lanois succeeded Fernando
Diaz and Brian E. Donley, respectively, who each resigned from our Company, effective January 5, 2021. In addition, on January 5, 2021, Jennifer B. Clark resigned as our
Managing Trustee, and our Board elected Matthew P. Jordan as successor Managing Trustee to fill the vacancy created by Ms. Clark's resignation. Also effective January 1, 2021,
Mr. Jordan was appointed as a director and the president and chief executive officer of TRA. Mr. Jordan is an officer of RMR Inc., he and Messrs. Lorenzini and Lanois are
both officers of RMR LLC and Messrs. Lorenzini and Lanois are also officers of TRA. In addition, each of our other officers is also an officer and/or employee of TRA or RMR LLC.
Our
Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy
serves as the chair of the boards of trustees and boards of directors of several of these public companies and as a managing director or managing trustee of all of these companies and other officers
of RMR LLC, including Mr. Jordan and certain of our other officers and officers of our Manager, serve as managing trustees, managing directors or officers of certain of these companies.
Our Manager, TRA. In connection with the Business Change, we and RMR Advisors, a former subsidiary of RMR LLC, terminated our investment advisory
agreement, and we entered into a new management agreement with TRA, effective January 5, 2021 (the "Effective Date"). TRA also provides management services to Tremont Mortgage Trust, a mortgage
REIT that focuses primarily on originating and investing in first mortgage whole loans secured by middle market and transitional CRE.
Each
of our Managing Trustees and executive officers is also a director or officer of TRA and of RMR LLC. We have no employees. The personnel and various services we require to operate our
business are provided to us by TRA pursuant to a management agreement between us and TRA, which provides for the day to day management of our operations by TRA, subject to the oversight and direction
of our Board.
Fees and Expense Reimbursements. Under our previous investment advisory agreement with RMR Advisors, RMR Advisors provided us with a continuous
investment program, made day to day investment decisions and generally managed our business affairs in accordance with our investment objectives and policies. This agreement was terminated on
January 5, 2021 in connection with the Business Change. Pursuant to this agreement, RMR Advisors was compensated at an annual rate of 0.85% of our average daily managed assets. We incurred
advisory fees of approximately $2.4 million for the year ended December 31, 2020.
Under
the currently effective management agreement, we are responsible to pay TRA the following:
-
-
Base Management
Fee. We are required to pay TRA an annual base management fee equal to 1.5% of our "Equity", payable in cash quarterly (0.375%
per quarter) in arrears. Under our management agreement, "Equity" means (a) the sum of (i) our net asset value as of the Effective Date, plus (ii) the net proceeds received by us
from any future sale or issuance of shares of beneficial interest, plus (iii) our cumulative Distributable Earnings, as defined below, for the period
2021 Proxy
Statement B-1
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commencing
on the Effective Date to the end of the applicable most recent completed calendar quarter, less (b) (i) any distributions previously paid to holders of Common Shares, (ii) any
incentive fee previously
paid to TRA and (iii) any amount that we may have paid to repurchase Common Shares. All items in the foregoing sentence (other than clause (a)(iii)) are calculated on a daily weighted
average basis.
-
-
Incentive
Fee. Starting in the calendar quarter ending March 31, 2021, we are required to pay TRA quarterly an incentive fee in
arrears in cash equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) our Distributable Earnings for the most recent
12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being
made, and (B) the product of (1) our Equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar
quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to TRA with respect to the first
three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable). No incentive fee shall be payable with respect to any calendar
quarter unless Distributable Earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters, if applicable) in the aggregate is greater than zero.
The incentive fee may not be less than zero.
For
purposes of the calculation of base management fees and incentive fees payable to TRA under our management agreement, "Distributable Earnings" is defined as net income (or loss) attributable to
our common shareholders, computed in accordance with U.S. generally accepted accounting principles ("GAAP"), including realized losses not otherwise included in GAAP net income (loss), and excluding:
(a) the incentive fees earned by TRA; (b) depreciation and amortization (if any); (c) non-cash equity compensation expense (if any); (d) unrealized gains, losses and other
similar non-cash items that are included in net income for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income
or loss under GAAP); and (e) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussion between TRA and our Independent
Trustees and approved by a majority of our Independent Trustees. Distributable Earnings are reduced for realized losses on loan investments when amounts are deemed uncollectable. Pursuant to the terms
of our management agreement, the exclusion of depreciation and amortization from the calculation of Distributable Earnings shall only apply to owned real estate. Our shares of beneficial interest that
are entitled to a specific periodic distribution or have other debt characteristics will not be included in "Equity" for the purpose of calculating incentive fees payable to TRA. Instead, the
aggregate distribution amount that accrues to such shares during the calendar quarter of such calculation will be subtracted from Distributable Earnings for purposes of calculating incentive fees,
unless such distribution is otherwise already excluded from Distributable Earnings. Equity and Distributable Earnings as defined in our management agreement are non-GAAP financial measures and may be
different than our shareholders' equity and our net income calculated according to GAAP.
Term and Termination. The initial term of our management agreement ends on December 31, 2023, and the agreement will automatically renew for
successive one year terms beginning January 1, 2024 and each January 1 thereafter, unless it is sooner terminated upon written notice delivered no later than 180 days prior to a
renewal date by the affirmative vote of at least two-thirds (2/3) of our Independent Trustees based upon a determination that: (a) TRA's performance is unsatisfactory and materially detrimental
to us or (b) the base management fee and incentive fee, taken as a whole, payable to TRA under our management agreement are not fair to us (provided that, in the instance of (b), TRA will be
afforded the opportunity to renegotiate the base management fee and incentive fee prior to termination). Our management agreement may be terminated by TRA before each annual renewal upon written
notice delivered to our Board no later than 180 days prior to an annual renewal date. We may also terminate our management agreement at any time without the payment of any termination fee, with
at least 30 days'
prior written notice from us upon the occurrence of a "cause event," as defined in the management agreement. TRA may terminate our management agreement in certain other circumstances, including if we
become required to register as an investment company under the 1940 Act for our uncured "material breach," as defined in the management agreement, we materially reduce TRA's duties and
responsibilities
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2021 Proxy Statement
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or
scope of its authority under the management agreement or we cease or take steps to cease to conduct the business of originating or investing in CRE loans.
Termination Fee. In the event our management agreement is terminated by us without a cause event or by TRA for a material breach, we will be required to
pay TRA a termination fee equal to: (a) three times the sum of (i) the average annual base management fee and (ii) the average annual incentive fee, in each case paid or payable
to TRA during the 24 month period immediately preceding the most recently completed calendar quarter prior to the date of termination or, if such termination occurs within 24 months of
its initial commencement, the base management fee and the incentive fee will be annualized for such two year period based on such fees earned by TRA during the period from the Effective Date through
the most recently completed calendar quarter prior to the termination date, plus (b) $1.6 million. No termination fee will be payable if our management agreement is terminated by us for
a cause event or by TRA without our material breach.
Expense Reimbursement. TRA, and not us, is responsible for the costs of its employees who provide services to us, including the cost of TRA's personnel
who originate our loans, unless any such payment or reimbursement is specifically approved by a majority of our Independent Trustees, is a shared services cost or relates to awards made under any
equity compensation plan adopted by us. Generally, it is the practice of TRA and RMR LLC to treat individuals who spend 50% or more of their business time providing services to TRA as employees
of TRA. We are required to pay or to reimburse TRA and its affiliates for all other costs and expenses of our operations, including but not limited to, the cost of rent, utilities, office
furniture, equipment, machinery and other overhead type expenses, the costs of legal, accounting, auditing, tax planning and tax return preparation, consulting services, diligence costs related to our
investments, investor relations expenses and other professional services, and other costs and expenses not specifically required under our management agreement to be borne by TRA. Some of these
overhead, professional and other services are provided by RMR LLC pursuant to a shared services agreement between TRA and RMR LLC. We reimburse TRA for shared services costs TRA pays to
RMR LLC and its affiliates, and these reimbursements include an allocation of the cost of applicable personnel employed by RMR LLC and our share of RMR LLC's costs of providing
our internal audit function, with such shared services costs subject to approval by a majority of our Independent Trustees at least annually. Our Audit Committee appoints our Director of Internal
Audit and our Compensation Committee approves the costs of our internal audit function. We incurred shared services costs of approximately $144,543 for the year ended December 31, 2020, payable
to TRA as reimbursement for shared services costs it paid to RMR LLC.
Administration Agreement. Until January 6, 2021, RMR Advisors also performed administrative functions for us pursuant to an administration
agreement with us. RMR Advisors was also a party to a subadministration agreement with State Street Bank and Trust Company ("State Street") to perform substantially all fund accounting and other
administrative services for us. Under the administration agreement, RMR Advisors was entitled to reimbursement of the cost of providing administrative services. We paid RMR Advisors $76,757 for
subadministrative fees charged by State Street for the year ended December 31, 2020. On January 6, 2021, RMR Advisors merged with and into TRA, with TRA being the surviving entity. TRA
assumed the administration agreement with us and the subadministration agreement with State Street. Each of those agreements were terminated, effective March 16, 2021.
Business Opportunities. Under our management agreement, we and TRA have agreed that for so long as TRA is managing us, neither TRA nor any of its
affiliates, including RMR LLC, will sponsor or manage any other publicly traded REIT, other than TRMT, that invests primarily in first mortgage whole loans secured by middle market and
transitional CRE located in the United States, unless such activity is approved by our Independent Trustees. However, our management agreement does not prohibit TRA or its affiliates (including
RMR LLC) or their respective directors, trustees, officers, employees or agents from competing or providing services to other persons, funds and investment vehicles, including Centre Street
Finance LLC, a private fund focused on originating and investing in mortgage loans, private REITs or other entities that may compete with us, including, among other things, with respect to the
origination, acquisition, making, arranging or managing of first mortgage whole loans secured by middle market or transitional CRE or other investments like those we intend to make.
2021 Proxy
Statement B-3
Table of Contents
Because
TRA and RMR LLC will not be prohibited from competing with us in all circumstances, and RMR LLC provides management services to other companies, conflicts of interest exist with
regard to the allocation of investment opportunities and for the time and attention of TRA, RMR LLC and their personnel. Our management agreement acknowledges these conflicts of interest and,
in that agreement, we agree that TRA, RMR LLC and their subsidiaries may resolve such conflicts in good faith in their fair and reasonable discretion. In the case of a conflict involving the
allocation of investment opportunities among advisory clients of TRA, TRA will endeavor to allocate such investment opportunities in a fair and equitable manner, consistent with TRA's allocation
policies, taking into account such factors as it deems appropriate. With respect to mortgage loan investments, which are the only types of investment opportunity that may be appropriate for more than
one advisory client of TRA, TRA has established an investment committee that is responsible for evaluating mortgage loan origination opportunities and making determinations as to whether to move
forward with funding a loan, taking into account advisory clients' investment considerations. In circumstances where an investment opportunity, after taking into account advisory clients' investment
considerations, is deemed appropriate for more than one advisory client, TRA will generally allocate such opportunity on a rotational basis.
Our
management agreement also provides that if TRA, its affiliates (including RMR LLC) or any of their respective directors, trustees, officers, employees or agents acquires knowledge of a
potential business opportunity, we renounce any potential interest or expectation in, or right to be offered or to participate in, such business opportunity to the maximum extent permitted by Maryland
law.
Liability and Indemnification. TRA maintains a contractual as opposed to a fiduciary relationship with us. Pursuant to our management agreement, TRA
does not assume any responsibility other than to render the services called for thereunder in good faith and is not responsible for any action of our Board in following or declining to follow its
advice or recommendations. Under the terms of our management agreement, TRA and its affiliates, including RMR LLC, and their respective directors, trustees, officers, shareholders, owners,
members, managers, employees and personnel will not be liable to us or any of our Trustees, shareholders or subsidiaries, or any of the trustees, directors or shareholders of any of our subsidiaries,
for any acts or omissions related to the provision of services to us under our management agreement, except by reason of acts or omissions that have been determined in a final, non-appealable
adjudication to have constituted bad faith, fraud, intentional misconduct, gross negligence or reckless disregard of the duties of TRA under our management agreement. In addition, under the terms of
our management agreement, we agree to indemnify, hold harmless and advance expenses to TRA and its affiliates, including RMR LLC, and their respective directors, trustees, officers,
shareholders, owners, members, managers, employees and personnel from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, including
all reasonable attorneys', accountants' and experts' fees and expenses, arising from any acts or omissions related to the provision of services to us or the performance of any matters pursuant to an
instruction by our Board, except to the extent there is a final, non-appealable adjudication that such acts or omissions constituted bad faith, fraud, intentional misconduct, gross negligence or
reckless disregard of the duties of TRA under our management agreement. Such persons will also not be liable for trade errors that may result from ordinary negligence, including errors in the
investment decision making or trade process.
Other. In addition to the fees and expense reimbursements payable to TRA under our management agreement, TRA and its affiliates may benefit from other
fees paid to them in respect of our investments. For example, if we seek to securitize some of our CRE loans, TRA or its affiliates may act as collateral manager. In any of these or other capacities,
TRA and its affiliates may receive fees for their services if approved by a majority of our Independent Trustees.
The
foregoing descriptions of our agreements with TRA, RMR LLC and other related persons are summaries and are qualified in their entirety by the terms of the agreements. A further description
of the terms of certain of those agreements is included in the Annual Report. In addition, copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained
from the SEC's website, www.sec.gov. We may engage in additional transactions with related persons, including businesses to which TRA, RMR LLC or
their affiliates provide management services.
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2021 Proxy Statement
Table of Contents
THANK YOU
Thank you for being a shareholder of RMR Mortgage Trust.
AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, on May 26, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to submit your voting instructions. AUTHORIZE YOUR PROXY BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, on May 26, 2021. Have your proxy card in hand when you call and then follow the instructions. If the meeting is postponed or adjourned, the above times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting. AUTHORIZE YOUR PROXY BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to RMR Mortgage Trust, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE BY VIRTUALLY ATTENDING THE MEETING During the Meeting - Go to http://viewproxy.com/rmrmortgagetrust/2021/ You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand when you access the website and follow the instructions provided on the website. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by RMR Mortgage Trust in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically by email or over the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. RMR MORTGAGE TRUST C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D45329-P52730 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. RMR MORTGAGE TRUST One Year Two Three Years Years Abstain For Withhold 1. Election of Trustees. ! ! For ! ! Abstain ! ! For ! Against ! Abstain Nominee (for Managing Trustee in Class II): Adam D. Portnoy 4. Advisory vote on the frequency of future advisory votes to approve executive compensation. Nominee (for Independent Trustee in Class II): Jeffrey P. Somers ! ! ! 5. Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2021 fiscal year. Against ! ! ! 2. Approval of the RMR Mortgage Trust 2021 Equity Compensation Plan. ! ! ! 3. Advisory vote to approve executive compensation. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 5 AND THREE YEARS FOR PROPOSAL 4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. (NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer, indicating title. If a partnership, please sign in partnership name by authorized person indicating title.) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date The Board of Trustees Recommends a Vote FOR all the Nominees for Trustee in Proposal 1 and FOR Proposals 2, 3 and 5 and THREE YEARS for Proposal 4.
RMR MORTGAGE TRUST ANNUAL MEETING OF SHAREHOLDERS May 27, 2021, 9:30 a.m., Eastern time Virtually via the Internet at http://viewproxy.com/rmrmortgagetrust/2021/ Please see the Proxy Statement for attendance instructions. The 2021 Annual Meeting of Shareholders of RMR Mortgage Trust will address the following items of business: 1. Election of the Trustees named in the Proxy Statement to the Company's Board of Trustees; Approval of the RMR Mortgage Trust 2021 Equity Compensation Plan; Advisory vote to approve executive compensation; Advisory vote on the frequency of future advisory votes to approve executive compensation; Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2021 fiscal year; and Transaction of such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. 2. 3. 4. 5. 6. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 5 AND THREE YEARS FOR PROPOSAL 4. D45330-P52730 RMR MORTGAGE TRUST ANNUAL MEETING OF SHAREHOLDERS May 27, 2021, 9:30 a.m., Eastern time Proxy Important Notice Regarding the Availability of Proxy Materials: The proxy materials for the 2021 Annual Meeting of Shareholders of RMR Mortgage Trust (the "Company"), including the Company's annual report and proxy statement, are available on the internet. To view the proxy materials or authorize your proxy by internet, by telephone or by mail, please follow the instructions on the reverse side hereof. This proxy is solicited on behalf of the Board of Trustees of RMR Mortgage Trust. The undersigned shareholder of the Company hereby appoints Jennifer B. Clark and Adam D. Portnoy, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the 2021 Annual Meeting of Shareholders of the Company to be held virtually via the Internet at http://viewproxy.com/rmrmortgagetrust/2021/, on May 27, 2021, at 9:30 a.m., Eastern time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the annual report and the proxy statement, which includes the Notice of 2021 Annual Meeting of Shareholders, each of which is incorporated herein by reference, and revokes any proxy heretofore given with respect to the meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR ALL THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 5 AND THREE YEARS FOR PROPOSAL 4. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES, IN THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. See reverse for instructions on how to authorize a proxy.