tm223396-1_def14a - none

DEF 14A 1 tm223396-1_def14a.htm DEF 14A tm223396-1_def14a - none - 16.6875783s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

		Check the appropriate box:
		☐				Preliminary Proxy Statement
		☐				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under § 240.14a-12

AlerisLife Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

Notice of 2022 Annual Meeting
of Stockholders and Proxy Statement

Tuesday, June 7, 2022 at 9:30 a.m., Eastern time

Live Webcast Accessible at
https://www.viewproxy.com/AlerisLife/2022

TABLE OF CONTENTS

[MISSING IMAGE: tm223396d1-cov_aleris4c.jpg]

TABLE OF CONTENTS

LETTER TO OUR STOCKHOLDERS
FROM YOUR BOARD OF DIRECTORS

[MISSING IMAGE: tm223396d1-ph_boarddirbw.jpg]

Dear Fellow Stockholders:

Please join us for our 2022 Annual Meeting of Stockholders, which will be held virtually at 9:30 a.m. on Tuesday, June 7, 2022. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites stockholders’ receipt of these important materials while lowering cost and reducing the environmental impact of our annual meeting.

In January 2022, we announced our rebranding as AlerisLife, signifying our intent to continue fostering, developing and expanding our lifestyle services. The name change reflects our restructuring over the past two years from primarily a senior living owner and operator to a more diversified and comprehensive partner offering services to our residents to enhance the resident experience at our communities and develop a cost-efficient and scalable platform to support our operations and drive growth. Despite continued challenges from the COVID-19 pandemic, some of our successes and accomplishments during 2021 include:

•

establishing a collaboration with DispatchHealth, a leading provider of in-home medical services, to provide on-demand acute care to independent living, assisted living and memory care residents in our communities;

•

announcing a partnership with Compass Community Living, a global leader in food and support services, to provide fresh, nutritious, made-from-scratch cuisine for our residents;

•

continuing to grow our Ageility rehabilitation and fitness products, serving approximately 17,000 older adult customers in 205 outpatient rehabilitation clinics across 28 states as of December 31, 2021; and

•

successfully completing the transition of operations for 107 senior living communities owned by Diversified Healthcare Trust to new operators and fully exiting the skilled nursing business.

We take seriously our role in the oversight of our Company’s long term business strategy, which is the best path to long term value creation for you, our stockholders. We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for growth.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

April 6, 2022

Jennifer B. Clark
Donna D. Fraiche
Bruce M. Gans, M.D.
Barbara D. Gilmore
Gerard M. Martin
Adam D. Portnoy
Michael E. Wagner, M.D.

TABLE OF CONTENTS

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

	Location: Live Webcast Accessible at https://www.viewproxy.com/AlerisLife/2022 Date: Tuesday June 7, 2022 Time: 9:30 a.m., Eastern time			Agenda: • Elect the Director nominees identified in the accompanying Proxy Statement to our Board of Directors; • Approve the Second Amended and Restated 2014 Equity Compensation Plan • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2022 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
				Record Date: You can vote if you were a stockholder of record as of the close of business on March 22, 2022.
				Attending our Annual Meeting Due to the continuing public health impact of the COVID-19 pandemic and to protect the health and well-being of our stockholders and other stakeholders, our 2022 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. • Record Owners: If you are a stockholder as of the close of business on the record date who holds shares directly, you may participate in the 2022 Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/AlerisLife/2022. Please have the control number located on your proxy card or voting information form available. • Beneficial Owners: If you are a stockholder as of the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend the 2022 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at the 2022 Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of the 2022 Annual Meeting to ensure that all documentation and verifications are in order.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Directors, Jennifer B. Clark Secretary April 6, 2022

TABLE OF CONTENTS

	PLEASE VOTE			1
	PROXY STATEMENT			2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			3
	Board Composition			3
	Board Diversity Matrix			4
	Key Responsibilities of Our Board			4
	Our Board’s Role in Oversight of Risk Management			4
	Director Independence			6
	Executive Sessions of Independent Directors			6
	Board Leadership Structure			7
	Lead Independent Director			7
	Code of Business Conduct and Ethics and Committee Governance			8
	Prohibition on Hedging			8
	Recommendations for Directors			8
	Communications with Our Board			8
	Sustainability			9
	Stockholder Nominations and Other Proposals			9
	PROPOSAL 1: ELECTION OF DIRECTORS			11
	Directors and Director Nominees to be Elected at our 2022 Annual Meeting			12
	Executive Officers			17
	BOARD COMMITTEES			18
	Audit Committee			18
	Compensation Committee			18
	Nominating and Governance Committee			18
	Quality of Care Committee			18
	BOARD MEETINGS			19
	DIRECTOR COMPENSATION			19
	Compensation of Directors			19
	Director Share Ownership Guidelines			19
	Fiscal Year 2021 Director Compensation			20
	OWNERSHIP OF OUR EQUITY SECURITIES			21
	Directors and Executive Officers			21
	Principal Stockholders			22
	EXECUTIVE COMPENSATION			23
	Summary Compensation Table			23
	2021 Outstanding Equity Awards at Fiscal Year End			23
	Potential Payments upon Termination or Change in Control			24
	PROPOSAL 2: APPROVAL OF SECOND AMENDED AND RESTATED 2014 EQUITY COMPENSATION PLAN			25
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			31
	Audit Fees and All Other Fees			32
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			32
	Other Information			33
	REPORT OF OUR AUDIT COMMITTEE			34
	FREQUENTLY ASKED QUESTIONS			35
	RELATED PERSON TRANSACTIONS			40
	OTHER INFORMATION			41
	ANNEX A—SECOND AMENDED AND RESTATED 2014 EQUITY COMPENSATION PLAN			A-1
	ANNEX B—CERTAIN RELATED PERSON TRANSACTIONS			B-1

TABLE OF CONTENTS

PLEASE VOTE

Please vote to play a part in our future. The Nasdaq Stock Market LLC (the “Nasdaq”) rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Directors	Page 11	✓ FOR	Plurality of all votes cast
2 Approval of the Second Amended and Restated 2014 Equity Compensation Plan	Page 25	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors*	Page 31	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16-digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on June 6, 2022 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a stockholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on June 6, 2022 to authorize a proxy BY TELEPHONE. You will need the 16-digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a stockholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

•

To review and download easy to read versions of our Proxy Statement and Annual Report.

•

To sign up for future electronic delivery to reduce the impact on the environment.

2022 Proxy Statement

TABLE OF CONTENTS

April 6, 2022

PROXY STATEMENT

The Board of Directors (our “Board”) of AlerisLife Inc., a Maryland corporation (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement (the “Proxy Statement”) and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2022 annual meeting of stockholders. Due to the continuing public health impact of the COVID-19 pandemic and to protect the health and well-being of our stockholders and other stakeholders, our annual meeting will be held virtually via live webcast on Tuesday, June 7, 2022, at 9:30 a.m., Eastern time, subject to any postponements or adjournments thereof (the “2022 Annual Meeting”). We are first making these proxy materials available to stockholders on or about April 6, 2022.

Only owners of record of shares of common stock of the Company (“Common Shares”) as of the close of business on March 22, 2022, the record date for our 2022 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share. Our Common Shares are listed on The Nasdaq Stock Market LLC (the “Nasdaq”). On March 22, 2022, there were 32,558,521 Common Shares issued and outstanding.

The mailing address of our principal executive office is 400 Centre Street, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 7, 2022
		The Notice of 2022 Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2021 are available at www.proxyvote.com.

2022 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Board Composition

We are currently governed by a seven member Board of Directors. Ensuring our Board is comprised of Directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long term interests of stockholders is a top priority of our Board and our Nominating and Governance Committee. Our Board continues to actively evaluate its composition. Our Board’s expansion and refreshment activities have increased the ratio of Independent Directors to Managing Directors and created more skill mix and diversity.

OUR BOARD BELIEVES THAT ITS MEMBERS SHOULD:


	• exhibit high standards of integrity and ethics; • have business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and be able to make independent analytical inquiries; • have a strong record of achievements; • have knowledge of the healthcare and senior living industries and the commercial real estate industry;			• have diverse perspectives, backgrounds and experiences, including professional background, gender, ethnicity, nationality and skills; and • be committed to serving on our Board over a period of years in order to develop knowledge about the Company’s operations and have sufficient time and availability to devote to Board and committee matters.

In addition, our Board has determined that our Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. Our Board believes that Directors with one or more of the following professional skills or experiences can assist in meeting this goal:

•

work experience with a proven record of success in his or her field;

•

risk oversight/management expertise;

•

accounting and finance, including a high level of financial literacy and understanding of the impact of financial market trends on the healthcare, senior living and commercial real estate industries;

•

operating business and/or transactional experience;

•

management/leadership experience;

•

knowledge of the Company’s historical business activities;

•

familiarity with healthcare regulation and trends;

•

experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;

•

service on other public company boards and committees;

•

qualifying as a Managing Director in accordance with the requirements of our governing documents; and

•

qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the Securities and Exchange Commission (“SEC”) and our governing documents.

Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Directors and Director candidates individually and in the broader context of our Board’s overall composition when evaluating potential nominees for election as Director.

2022 Proxy Statement

TABLE OF CONTENTS

Board Diversity Matrix

The Nominating and Governance Committee is committed to continuing to identify and recruit highly qualified director candidates with diverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Total Number of Directors	7
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	4	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

✓

Our Board oversees and monitors strategic planning.

✓

Business strategy is a key focus of our Board and embedded in the work of Board committees.

✓

Company management is charged with executing business strategy and provides regular performance updates to our Board.

✓

Our Board oversees risk management.

✓

Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

✓

Company management is charged with managing risk, through robust internal processes and effective internal controls.

✓

Our Board oversees succession planning and talent development for senior executive positions.

✓

Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

✓

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Directors, as applicable, to nominate and evaluate potential successors.

Our Board’s Role in Oversight of Risk Management

Our Board is elected by our stockholders to oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of our business strategy.

2022 Proxy Statement

TABLE OF CONTENTS

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by management, and management is responsible for incorporating risk management in its activities. Our Director of Internal Audit reports to our Audit Committee and provides us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees regularly review a wide range of reports provided to them by management, internal audit and service providers, including:

•

reports on market and industry conditions;

•

reports on the impact of the COVID-19 pandemic on our business, including cases of infections and administration of vaccinations;

•

operating and regulatory compliance reports;

•

reports on clinical operations;

•

financial reports;

•

reports on risk management activities;

•

regulatory and legislative updates that may impact us;

•

reports on the security of our information technology processes and our data; and

•

legal proceedings updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with our management, our Director of Internal Audit, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. Our Audit Committee also annually reviews and approves an internal audit plan developed by our Director of Internal Audit and oversees its execution with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring activities and oversight on our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements, as applicable, to our Board. Our Audit Committee also meets quarterly with our Director of Internal Audit to review the results of our internal audits and receives reports, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, including cybersecurity, as it determines appropriate.

Our Audit Committee considers risks related to cybersecurity and receives quarterly reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, and more frequent reports as it may direct or as warranted. We have conducted an external assessment of our cybersecurity controls using a qualified third party. In addition, our cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. We conduct annual data security education and testing for our employees in addition to unannounced email penetration testing and phishing exercises.

Our Quality of Care Committee reviews management reports on our clinical operations and directs or recommends to management and our Board actions or changes it determines appropriate to improve our clinical operations and to reduce risks arising from those operations.

Our Compensation Committee whose responsibilities are detailed in its charter, among other responsibilities, evaluates the performance of our Director of Internal Audit and the performance of The RMR Group LLC (“RMR”) under our business management agreement, including with respect to the risk implications of our executive compensation program. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We

2022 Proxy Statement

TABLE OF CONTENTS

believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.

To learn more about the risks we face, you can review the matters discussed in Part I, “Item 1A. Risk Factors” and “Warning Concerning Forward-Looking Statements” in our Annual Report to Stockholders for the fiscal year ended December 31, 2021 (the “Annual Report”). The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Director Independence

Under the corporate governance listing standards of the Nasdaq, to be considered independent:

•

a director must not have a disqualifying relationship, as defined in the corporate governance section of the Nasdaq rules; and

•

a board must affirmatively determine that the director otherwise has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To facilitate the director independence assessment process, our Board has adopted written Governance Guidelines as described below.

Our Board is comprised of seven Directors, including five Independent Directors and two Managing Directors. Under our bylaws (our “Bylaws”), so long as the number of directors is less than five, at least one director must meet the qualifications of a Managing Director and, so long as the number of directors is five or greater, at least two directors must meet the qualifications of a Managing Director. Our Bylaws require that a majority of our Board be Independent Directors. Under our Bylaws, Independent Directors are Directors who are not employees of the Company or RMR, are not involved in the Company’s day to day activities and are persons who qualify as an independent director under the applicable rules of the Nasdaq and the SEC. As set forth in our Bylaws, Managing Directors are Directors who are not Independent Directors and who have been employees, officers or directors of the Company or RMR or involved in the day to day activities of the Company for at least one year prior to such Director’s election.

Our Board affirmatively determines whether Directors have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Directors or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Director’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Director’s standpoint, but also from that of the persons or organizations with which the Director has an affiliation. Based on this review, our Board has determined that Barbara D. Gilmore, Donna D. Fraiche, Bruce M. Gans, M.D., Gerard M. Martin and Michael E. Wagner, M.D. currently qualify as independent directors under applicable Nasdaq and SEC criteria and as Independent Directors under our Bylaws. In making these independence determinations, our Board reviewed and discussed additional information provided by us and our Directors with regard to each of the Directors’ relationships with us, RMR or The RMR Group Inc. (“RMR Inc.”), the managing member of RMR, and the other companies to which RMR provides management services (the “RMR Clients). Our Board has concluded that none of these five Directors possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Director or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Executive Sessions of Independent Directors

Pursuant to our Governance Guidelines, our Independent Directors are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Directors are present. Our Independent

2022 Proxy Statement

TABLE OF CONTENTS

Directors also meet separately with our officers, with our Director of Internal Audit and with our independent auditors. The presiding Director for purposes of leading Independent Director sessions will be the Lead Independent Director, unless the Independent Directors determine otherwise.

Board Leadership Structure

All Directors play an active role in overseeing our business both at our Board and committee levels. As set forth in our Governance Guidelines, the core responsibility of our Directors is to exercise sound, informed and independent business judgment in overseeing our Company and our strategic direction. Our Directors are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit and nonprofit organizations, including with healthcare related entities, and also have served in academia. Our Directors may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of our officers and advisers. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Directors.

Adam Portnoy has served as Chair of our Board since 2019. One or more of our executive officers and our Director of Internal Audit, none of whom are members of our Board, regularly attend Board and Board committee meetings. Special meetings of our Board may be called at any time by the President, any Managing Director or any two Directors. Our Managing Directors, in consultation with our management and our Director of Internal Audit, set the agenda for Board meetings. Other Directors may suggest agenda items as well. Discussions at Board meetings are led by the Managing Director, Independent Director or member of management who is most knowledgeable on a subject.

Five of our Directors, including two of our nominees for election at our 2022 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Directors are Managing Directors, persons who have been employees, officers or directors of us or RMR or who have been involved in our day to day activities for at least one year prior to his, her or their election as Directors.

Lead Independent Director

We have a Lead Independent Director who is selected annually by the vote of a majority of our Independent Directors. Currently, Ms. Fraiche serves as our Lead Independent Director. Our Lead Independent Director has well-defined, robust responsibilities that include:

•

presiding at all meetings of our Board at which the Chair or a Managing Director is not present;

•

presiding at all meetings and executive sessions of the Independent Directors;

•

having the authority to call meetings of the Independent Directors or executive sessions of the Independent Directors;

•

serving as the principal liaison between the Independent Directors and the senior management team;

•

arranging, together with the Chair of our Board, for appropriate information (including quality and quantity) to be timely provided to our Board and the Independent Directors;

•

assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, RMR;

•

assisting with setting Board meeting agendas and arranging meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;

•

considering suggestions for meeting agenda items from other Independent Directors;

•

authorizing the retention of advisors and consultants who report directly to the Independent Directors when appropriate; and

•

if requested, and in coordination with the Chair of our Board and our management, being reasonably available for consultation and direct communication with stockholders.

2022 Proxy Statement

TABLE OF CONTENTS

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our stockholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our and our subsidiaries’ directors, officers and employees and RMR, its officers and employees and its parent’s and subsidiaries’ directors, trustees, officers and employees to ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee, Nominating and Governance Committee and Quality of Care Committee. Our Audit Committee, Compensation Committee, Nominating and Governance Committee and Quality of Care Committee each have a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our Audit Committee, Compensation Committee, Nominating and Governance Committee and Quality of Care Committee are each comprised entirely of Independent Directors under applicable Nasdaq rules who also meet the independence criteria applicable to audit committees and compensation committees under the Sarbanes-Oxley Act of 2002 and the SEC’s implementing rules under that law.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code and how to communicate with our Directors, individually or as a group. To access these documents on our website, visit www.alerislife.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code that apply to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.

Prohibition on Hedging

Our Insider Trading Policies and Procedures expressly prohibit members of our Board and our officers from engaging in hedging transactions involving our securities.

Recommendations for Directors

Our Nominating and Governance Committee is responsible for identifying and evaluating nominees for Director and for recommending to our Board nominees for election at each annual meeting of stockholders. Our Nominating and Governance Committee may consider candidates suggested by our Directors, officers or stockholders or by others. Stockholders who would like to recommend a Director nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o AlerisLife Inc., Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@alerislife.com. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the stockholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the stockholder recommended nominee or about the stockholder recommending the nominee. Recommendations by stockholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Communications with Our Board

Our Board has established a process to facilitate communication by stockholders and other stakeholders with our Directors. Communications should be addressed to our Directors in care of the Secretary, AlerisLife

2022 Proxy Statement

TABLE OF CONTENTS

Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@alerislife.com.

Sustainability

We understand the importance of leading a sustainable business and regularly consider ways to improve our internal culture and the communities in which we operate. Our environmental sustainability and community engagement strategies focus on a complementary set of objectives, including the following:

•

Embrace Our Communities: We recognize the importance of aligning ourselves with the communities where we operate our senior living communities. We seek to be a responsible corporate citizen and to strengthen the communities in which we own or operate our senior living communities. We regularly encourage our team members to engage in a variety of charitable and community programs.

•

Environmental Stewardship: Preserving our natural resources has a special meaning to us. We support environmental practices that reduce the impact we have on our planet. We believe this is important to all our stakeholders, including investors, regulatory agencies, local communities, residents and team members. We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage at our properties, especially when doing so may reduce operating costs and improve the properties’ competitive positions.

•

Diversity: As a service provider to a diverse group of residents and clients, we are committed to team member diversity and inclusion. We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce, from working with managers to develop strategies for building diverse teams to promoting leaders from different backgrounds. Throughout our organization, including our Board of Directors, we are committed to equality and fostering a diverse and inclusive culture. We value a diversity of backgrounds, experience and perspectives. Our Chief Executive Officer is a woman and our Board is comprised of more than 40% women. We are an equal opportunity employer.

Stockholder Nominations and Other Proposals

Deadline to Submit Proposals pursuant to Rule 14a-8 for the 2023 Annual Meeting of Stockholders: Stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must be received at our principal executive office on or before December 7, 2022 in order to be eligible to be included in the proxy statement for the 2023 annual meeting of stockholders; provided, that, if the date of the 2023 annual meeting of stockholders is more than 30 days before or after June 7, 2023, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include stockholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Nominations and Other Proposals for the 2023 Annual Meeting of Stockholders Under our Bylaws: To be timely, stockholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act at the 2023 annual meeting must be received by our Secretary at our principal executive office, in accordance with the requirements of our Bylaws, not later than 5:00 p.m., Eastern time, on December 7, 2022 and not earlier than November 7, 2022; provided, that, if the date of the 2023 annual meeting of stockholders is more than 30 days earlier or later than June 7, 2023, then a stockholder’s notice must be so delivered not later than 5:00 p.m., Eastern time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2023 annual meeting of stockholders is mailed or otherwise made available or (ii) public announcement of the date of the 2023 annual meeting of stockholders is first made by us. Stockholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the stockholder’s timely delivery of advance notice, continuous requisite ownership of Common Shares, holding of a share certificate for such shares at the time of the advance notice and submission of specified information.

The foregoing description of the deadlines and other requirements for stockholders to submit a nomination for election to our Board or proposal of other business for consideration at an annual meeting of stockholders is only a summary and is not a complete listing of all requirements. Copies of our Bylaws, including the requirements for stockholder nominations and other stockholder proposals, may be obtained by writing to

2022 Proxy Statement

TABLE OF CONTENTS

our Secretary at AlerisLife Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any stockholder considering making a nomination or proposal should carefully review and comply with those provisions.

2022 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Bruce M. Gans and Michael E. Wagner, each for election as an Independent Director, and Jennifer B. Clark for election as a Managing Director. Each Director nominee currently serves on our Board. If elected, each of Ms. Clark, Dr. Gans and Dr. Wagner would serve until our 2025 annual meeting of stockholders and until his, her or their successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.

We expect that each Director nominee will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

A plurality of all the votes cast is required to elect a Director at our 2022 Annual Meeting.

The names, principal occupations and certain other information regarding the Director nominees, as well as a summary of the key experiences, qualifications, attributes, skills and backgrounds that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Directors, are set forth on the following pages.

Our Board of Directors recommends a vote “FOR” the election of each of our Director nominees.

2022 Proxy Statement

TABLE OF CONTENTS

Directors and Director Nominees to be Elected at our 2022 Annual Meeting

[MISSING IMAGE: ph_jenniferclark-bw.jpg]

Jennifer B. Clark

Age: 60

Managing Director since 2020

Group/Term: Group III with a term expiring at our 2022 Annual Meeting

Board Committees: None

Other RMR Managed Public Company Boards:(1)

•

The RMR Group Inc. (since 2018)

•

Office Properties Income Trust (since 2021)

Other Non-RMR Managed Public

Company Boards: None

Ms. Clark has been executive vice president, general counsel and secretary of RMR Inc. since shortly after its formation in 2015. Ms. Clark joined RMR in 1999 as a vice president; she became a senior vice president in 2006, an executive vice president and general counsel in 2008 and secretary in 2015. Ms. Clark also serves as an officer of ABP Trust, a director and secretary of Sonesta International Hotels Corporation and its parent, and a director, executive vice president, general counsel and secretary of Tremont Realty Capital LLC (formerly known as Tremont Realty Advisors LLC). Ms. Clark serves as the secretary of each of the companies to which RMR or its subsidiaries provide management services, including our Company. Ms. Clark served as a trustee of Diversified Healthcare Trust from 2018 to 2021. Ms. Clark also served as a trustee of RMR Mortgage Trust from 2019 to January 2021 and chief legal officer of RMR Mortgage Trust from 2002 to January 2021. Until Tremont Mortgage Trust’s merger with and into RMR Mortgage Trust, Ms. Clark served as secretary of Tremont Mortgage Trust. Ms. Clark also served as a director of RMR Advisors LLC from 2016 to 2021 when it merged with Tremont Realty Capital LLC, as its president and chief executive officer from 2019 to 2021, and prior to that as its executive vice president and general counsel from October 2017 through December 2018 and as its secretary from 2004 to 2021, and as vice president and chief legal officer from 2007 through September 2017. Prior to joining RMR, Ms. Clark was a partner at the law firm of Sullivan & Worcester LLP.

Specific Qualifications, Attributes, Skills and Experience:

•

Professional skills and experience in legal, corporate governance and real estate matters;

•

Leadership position with RMR and demonstrated management ability;

•

Extensive experience in, and knowledge of, the commercial real estate industry and real estate investment trusts (“REITs”);

•

Identifies as Caucasian and as female; and

•

Qualifying as a Managing Director in accordance with the requirements of our Bylaws.

(1)

In addition to the Company, RMR or its subsidiaries provide management services to six other public companies, including the following five public companies that do not have any employees of their own: Diversified Healthcare Trust (Nasdaq: DHC), Industrial Logistics Properties Trust (Nasdaq: ILPT), Office Properties Income Trust (Nasdaq: OPI), Service Properties Trust (Nasdaq: SVC), and Seven Hills Realty Trust (Nasdaq: SEVN). For these companies with no employees, RMR or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies. RMR also provides management services to one other public operating company, TravelCenters of America Inc. (Nasdaq: TA), which has its own employees but some members of the senior leadership of this company are also RMR employees.

2022 Proxy Statement

TABLE OF CONTENTS

Bruce M. Gans, M.D.

Age: 75

Independent Director since 2001

Group/Term: Group III with a term expiring at our 2022 Annual Meeting

Board Committees:

•

Audit

•

Compensation

•

Nominating and Governance

•

Quality of Care (Chair)

Other RMR Managed Public Company Boards(1):

•

Industrial Logistics Properties Trust (since 2018)

Other Non-RMR Managed Public Company Boards: None

Dr. Gans served as executive vice president and chief medical officer at the Kessler Institute for Rehabilitation from 2001 until his retirement in March 2021 and national medical director for Rehabilitation Select Medical, the parent company of the Kessler Institute, from 2003 until his retirement in March 2021. He is also a professor of physical medicine and rehabilitation at Rutgers University—New Jersey Medical School and serves as chief policy officer for the American Medical Rehabilitation Providers Association, the trade association that represents rehabilitation hospitals and units on national health policy matters, and as a senior health policy advisor at Powers Pyles Sutter & Verville, a Washington, DC-based law firm. Dr. Gans has also served as president and chief executive officer of the Rehabilitation Institute of Michigan. In Dr. Gans’s extensive academic career, he has served as professor of physical medicine and rehabilitation at a number of universities, in addition to his current position at Rutgers University—New Jersey Medical School. Dr. Gans was editor of a standard medical textbook on physical medicine and rehabilitation for its first five editions and he has written or coauthored more than forty articles in peer-reviewed publications and twenty-eight abstracts and has served on editorial boards for many medical journals, including serving as the associate editor of the American Journal of Physical Medicine and Rehabilitation. Dr. Gans has testified before the Senate Committee on Veterans’ Affairs and has been called on to serve on technical expert panels and to advise the Medicare Payment Advisory Commission, the independent congressional agency established in 1997 to advise the U.S. Congress on issues affecting the Medicare program. Dr. Gans has also served as president of the American Academy of Physical Medicine and Rehabilitation, a medical society with more than 7,500 members, and as a leader in numerous other professional organizations.

Specific Qualifications, Attributes, Skills and Experience:

•

Demonstrated leadership capability, including through his service in many healthcare management, professional, academic and civic leadership positions;

•

Business experience as the chief executive of a large medical organization;

•

Extensive experience in, and knowledge of, the healthcare industry and healthcare public policy matters;

•

Work on public company boards and board committees;

•

Many academic and professional achievements;

•

Institutional knowledge earned through prior service on our Board;

•

Identifies as Caucasian and as male; and

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.

2022 Proxy Statement

TABLE OF CONTENTS

[MISSING IMAGE: ph_michaelwagner-bw.jpg]

Michael E. Wagner, M.D.

Age: 62

Independent Director since 2020

Group/Term: Group III with a term expiring at our 2022 Annual Meeting

Board Committees:

•

Audit

•

Compensation (Chair)

•

Nominating and Governance

•

Quality of Care

Other RMR Managed Public Company Boards(1): None

Other Non-RMR Managed Public Company Boards: None

Dr. Wagner has served as chief physician executive of Wellforce, a Massachusetts healthcare system since May 2018. He served as interim president and chief executive officer of Wellforce during 2019. He is also an associate professor of clinical medicine at Tufts University School of Medicine. Prior to joining Wellforce, Dr. Wagner held a number of positions with one of its founding members, Tufts Medical Center, including president and chief executive officer from 2013 to 2018, president and chief executive officer of Tufts Medical Center Physicians Organization from 2012 to 2014, chief medical officer from 2011 to 2013, and chief, internal medicine and adult primary care from 2008 to 2012. While at Tufts Medical Center, Dr. Wagner also served on its board of trustees and was a member of many of its committees, including the compensation, governance and nominating, finance, audit, investment and real estate and quality of care committees at various times from 2011 to 2018. Prior to joining Tufts, Dr. Wagner held various positions in health care organizations and hospitals.

Specific Qualifications, Attributes, Skills and Experience:

•

Professional skills and experience in healthcare industry;

•

Demonstrated leadership capability, including through his service in many healthcare management, professional and academic positions;

•

Business experience as the chief executive of a large medical organization;

•

Extensive experience in, and knowledge of, the healthcare industry and healthcare public policy matters;

•

General experience in corporate compliance and captive insurance;

•

Identifies as Caucasian and as male; and

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.

[MISSING IMAGE: ph_barbaragilmore-bw.jpg]

Barbara D. Gilmore

Age: 71

Independent Director since 2004

Group/Term: Group I with a term expiring at our 2023 annual meeting of stockholders

Board Committees:

•

Audit (Chair)

•

Compensation

•

Nominating and Governance

•

Quality of Care

Other RMR Managed Public Company Boards(1):

•

TravelCenters of America Inc. (since 2007)

•

Office Properties Income Trust (since 2009)

•

Seven Hills Realty Trust (formerly known as RMR Mortgage Trust, since 2020)

Other Non-RMR Managed Public

Company Boards: None

Ms. Gilmore served as a professional law clerk at the United States Bankruptcy Court, Eastern Division of the District of Massachusetts, from 2015 until her retirement in 2018, and prior to that, at the United States Bankruptcy Court, Central Division of the District of Massachusetts, from 2001 to 2015. Ms. Gilmore was a partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters.

Specific Qualifications, Attributes, Skills and Experience:

•

Professional skills and experience in legal and business finance matters;

•

Experience in public policy matters;

•

Experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner;

•

Insights gained and understanding of government practices through government service;

•

Work on public company boards and board committees;

•

Institutional knowledge earned through prior service on our Board since shortly after the Company’s formation;

•

Identifies as Caucasian and as female; and

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

2022 Proxy Statement

TABLE OF CONTENTS

Adam D. Portnoy

Age: 51

Managing Director since 2018

Chair of our Board since 2019

Group/Term: Group I with a term expiring at our 2023 annual meeting of stockholders

Board Committees: None

Other RMR Managed Public Company Boards(1):

•

Service Properties Trust (since 2007)

•

Diversified Healthcare Trust (since 2007)

•

Office Properties Income Trust (since 2009)

•

Seven Hills Realty Trust (formerly known as RMR Mortgage Trust) (including its predecessor companies, since 2009)

•

The RMR Group Inc. (since 2015)

•

Industrial Logistics Properties Trust (since 2017)

•

TravelCenters of America Inc. (since 2018)

Other Non-RMR Managed Public

Company Boards: None

Mr. Portnoy has been president and chief executive officer of RMR Inc. since shortly after its formation in 2015. Mr. Portnoy has been president and chief executive officer of RMR since 2005 and was a director of RMR from 2006 until June 5, 2015 when RMR became a majority owned subsidiary of RMR Inc. and RMR Inc. became RMR’s managing member. Mr. Portnoy is the sole trustee and controlling shareholder and an officer of ABP Trust. Mr. Portnoy is a director and controlling shareholder of Sonesta International Hotels Corporation and its parent. Mr. Portnoy has been a director of Tremont Realty Capital LLC (formerly known as Tremont Realty Advisors LLC) since March 2016, and served as its president and chief executive officer from March 2016 through December 2017. Mr. Portnoy served as a director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital LLC, and he served as its president from 2007 to 2017 and its chief executive officer from 2015 to 2017. Mr. Portnoy served as president and chief executive officer of Seven Hills Realty Trust (then known as RMR Real Estate Income Fund) from 2007 to 2015 and as president of Office Properties Income Trust from 2009 to 2011. Mr. Portnoy was a managing trustee of Tremont Mortgage Trust from 2017 until it merged with Seven Hills Realty Trust in September 2021 and of Select Income REIT from 2011 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018. Prior to joining RMR in 2003, Mr. Portnoy held various positions in the finance industry and public sector, including working as an investment banker at Donaldson, Lufkin & Jenrette and working in private equity at DLJ Merchant Banking Partners and at the International Finance Corporation (a member of The World Bank Group). In addition, Mr. Portnoy previously founded and served as chief executive officer of a privately financed telecommunications company. Mr. Portnoy currently serves as the Honorary Consul General of the Republic of Bulgaria to Massachusetts and as chair of the board of directors of the Pioneer Institute, as a member of the executive committee of the board of directors of the Greater Boston Chamber of Commerce and as a member AJC New England’s Leadership Board, and previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College.

Specific Qualifications, Attributes, Skills and Experience:

•

Extensive experience in, and knowledge of, the commercial real estate industry and REITs;

•

Leadership position with RMR and demonstrated management ability;

•

Public company trustee and director service;

•

Experience in investment banking and private equity;

•

Experience in starting a telecommunications company and serving as its senior executive;

•

Institutional knowledge earned through prior service on our Board and in leadership positions with RMR;

•

Identifies as Caucasian and as male; and

•

Qualifying as a Managing Director in accordance with the requirements of our Bylaws.

Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, his service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.

2022 Proxy Statement

TABLE OF CONTENTS

Donna D. Fraiche

Age: 70

Independent Director since 2010

Lead Independent Director since 2019

Group/Term: Group II with a term expiring at our 2024 annual meeting of stockholders

Board Committees:

•

Audit

•

Compensation

•

Nominating and Governance (Chair)

•

Quality of Care

Other RMR Managed Public Company Boards(1):

•

Service Properties Trust (since 2015)

•

Office Properties Income Trust (since 2019)

Other Non-RMR Managed Public Company Boards: None

Ms. Fraiche is a member and the founder of Fraiche Strategies, LLC since 2020. Ms. Fraiche was senior counsel in the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and practiced law in that firm from 2004 to February 2020. Previously, Ms. Fraiche practiced law with the firm now known as Locke Lord LLP in New Orleans. Ms. Fraiche served as an independent trustee of Select Income REIT from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust (then known as Government Properties Income Trust) in December 2018. Ms. Fraiche is past president of the Louisiana Chapter of the International Women’s Forum and is the president of The Supreme Court of Louisiana Historical Society. She also served on the American Hospital Association Leadership Development Committee and the Committee on Governance and is a past president and a fellow of the American Health Lawyer’s Association. She is a former chair of the Louisiana Health Care Commission. She is a past chair of the board of trustees of Loyola University. She serves on the investment committee of the Baton Rouge Area Foundation and on the board and the finance and compensation committees of Women’s Hospital as a past chair of the board. Ms. Fraiche also serves as Treasurer of the Louisiana Consular Corps and Honorary Consul for Japan in New Orleans.

Specific Qualifications, Attributes, Skills and Experience:

•

Extensive experience in, and knowledge of, the healthcare industry;

•

Professional and consulting legal skills;

•

Many leadership roles and experiences, including her service in numerous public policy and civic leadership roles;

•

Work on public company boards and board committees;

•

Institutional knowledge earned through prior service on our Board;

•

Identifies as Caucasian and as female; and

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws;

Gerard M. Martin

Age: 87

Independent Director since 2020

Group/Term: Group II with a term expiring at our 2024 annual meeting of stockholders

Board Committees:

•

Audit

•

Nominating and Governance

•

Quality of Care

Other RMR Managed Public Company Boards(1): None

Other Non-RMR Managed Public Company Boards: None

Prior to February 2020, Mr. Martin served as a Managing Director of us. Mr. Martin was the founder and chairman of Greenery Rehabilitation Group, Inc., a company in the business of owning and operating nursing homes and health rehabilitation facilities, which was publicly owned and first listed on the Nasdaq and then the New York Stock Exchange between 1985 and 1993. Mr. Martin is the owner and treasurer of North Atlantic Medical Services, Inc., a private company in the business of providing diagnostic cardiac, respiratory and oxygen services, equipment and products for the care of patients in their homes or medical facilities. Mr. Martin served as a director and vice president of RMR Advisors LLC, an SEC registered investment adviser, from 2002 to 2015, and a director of RMR and its predecessors from 1986 to 2015. Mr. Martin was also an interested trustee of the RMR Funds Series Trust and RMR Real Estate Income Fund (currently known as Seven Hills Realty Trust) and its predecessor funds from shortly after their formation (the earliest of which was in 2002) until 2009.

Specific Qualifications, Attributes, Skills and Experience:

•

Extensive experience in, and knowledge of, the healthcare industry;

•

Experience as an operator of nursing and rehabilitation facilities;

•

Extensive public company director service;

•

Institutional knowledge earned through prior service on our Board and in leadership positions with RMR;

•

Identifies as Caucasian and as male; and

•

Qualifying as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws.

2022 Proxy Statement

TABLE OF CONTENTS

Executive Officers

Our executive officers serve at the discretion of our Board. There are no family relationships among any of our Directors or executive officers.

[MISSING IMAGE: ph_katherinepotternew-bw.jpg]

Katherine E. Potter

Age: 46

President and Chief Executive Officer since 2019

Ms. Potter previously served as the Company’s Executive Vice President and General Counsel in 2018 and Senior Vice President and General Counsel from 2016 to 2018 and as Vice President and General Counsel from 2012 to 2016. Ms. Potter has served as a senior vice president of RMR since 2018 and prior to that served as a vice president of RMR from 2016 to 2018. Ms. Potter practiced law in private practice for over ten years, focusing on corporate, securities, mergers and acquisitions, corporate governance and other transactional matters. Ms. Potter was an associate at the law firm of Sullivan & Worcester LLP from 2005 to 2011, and she was an attorney at the law firm of Burns & Levinson LLP from 2011 to 2012. Ms. Potter identifies as Caucasian and as female.

Jeffrey C. Leer

Age: 42

Executive Vice President, Chief Financial Officer and Treasurer since 2019

Mr. Leer has served as senior vice president of RMR since June 2019. Previously, Mr. Leer served as the chief financial officer and treasurer of Office Properties Income Trust from January 2019 to May 2019 and chief financial officer and treasurer of Select Income REIT until December 2018 when it merged with a wholly owned subsidiary of Office Properties Income Trust. Mr. Leer has also held various positions with RMR since 2013. Prior to joining RMR, Mr. Leer held accounting and finance positions at several Fortune 500 companies, including having served as a reporting and compliance manager of Boston Scientific Corporation from June 2012 to February 2013, and practiced for several years in public accounting. Mr. Leer is a certified public accountant. Mr. Leer identifies as Caucasian and as male.

Lauren Cody

Age: 49

Executive Vice President and Chief Customer Officer since 2022

SEC Form DEF 14A filed by AlerisLife Inc.