Seven Hills Realty Trust (SEVN) Proxy Filing summary

Executive summary

• Achieved a total shareholder return of 12.2% in 2024, outperforming the FTSE NAREIT Commercial Financing Index by over 20%.

• Maintained a $641 million portfolio of 100% floating-rate first mortgage loans, with all loans current on debt service.

• Net income for 2024 was $17.8 million ($1.20 per share); distributable earnings were $21.3 million ($1.45 per share).

• Reduced office sector exposure by 7% year over year, focusing on multifamily and lodging sectors.

• Amended and extended major financing facilities, increasing liquidity and extending maturities through 2026.

Voting matters and shareholder proposals

• Election of two Independent Trustees (Barbara D. Gilmore and Joseph L. Morea) for Class III terms expiring in 2028.

• Approval of the Second Amended and Restated 2021 Equity Compensation Plan, increasing available shares by 550,000 and extending the plan's term.

• Ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2025.

• Shareholders of record as of March 12, 2025, are eligible to vote; meeting to be held virtually on May 28, 2025.

Board of directors and corporate governance

• Board expanded to seven members, with 71% independent and 29% from underrepresented communities as of December 2024.

• Ann M. Danner elected as Independent Trustee, bringing significant real estate experience.

• Korn Ferry retained to assist with board recruitment and evaluation.

• Board committees (Audit, Compensation, Nominating and Governance) are composed entirely of Independent Trustees.

• Lead Independent Trustee role established, currently held by Joseph L. Morea.