BRANDYWINE REALTY TRUST
For the period ended Apr 4, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 4, 2025 · Filed Apr 4, 2025
Contents
Pay Versus Performance
The following table provides specified executive compensation and financial performance measures for our four most recently completed fiscal years.
| Summary Compensation · Compensation · AverageSummary Compensation · Average Compensation Actually Paid · Value of Initial Fixed $100Investment Based On: · Net Income (Loss) · CSM: FundsFromOperations(FFO)4: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Table Total to PEO | Actually Paid (“CAP”) to PEO1 | Table Total for Non-PEO NEOs2 | to Non-PEONEOs1, 2 | Company TSR | Peer Group TSR3 | (in thousands) | CompanyTSR |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | $4,929,748 | $8,367,720 | $1,530,008 | $2,467,939 | $56.87 | $76.95 | ($196,487) | $0.85 |
| 2023 | $6,012,885 | $5,748,961 | $1,824,609 | $1,712,103 | $48.55 | $63.34 | ($197,403) | $1.15 |
| 2022 | $6,355,107 | $817,805 | $1,897,202 | $288,428 | $47.73 | $62.07 | $53,992 | $1.38 |
| 2021 | $6,089,044 | $7,917,000 | $1,797,719 | $2,302,582 | $96.72 | $99.51 | $12,366 | $1.37 |
Notes:
To calculate CAP to our Principal Executive Officer (“PEO”), Gerard H. Sweeney, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation.
PEO SCT Total to CAP Reconciliation:
| Year | SCT Total | DeductionsfromSCT Total(i) | AdditionstoSCT Total(ii) | CAP |
|---|---|---|---|---|
| 2024 | $4,929,748 | -$2,615,235 | +$6,053,207 | $8,367,720 |
(i)
Represents the grant date fair value of equity-based awards granted, as shown in the Share Awards column of the Summary Compensation Table.
(ii)
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2024 is further detailed in the supplemental table below.
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BRANDYWINE REALTY TRUST
PEO Equity Component of CAP:
| Year | Fair Valueof EquityAwards Grantedin the Year andOutstandingand Unvestedas of Year End | Year over YearChange in FairValue of EquityAwards Grantedin PriorYears andOutstandingand Unvestedas of Year End | Fair Value as ofVesting Date ofEquity AwardsGranted andVestedin the Year | Year over YearChange in FairValue of EquityAwards Grantedin Prior Yearsthat Vestedin the Year | Fair Value atthe End ofthe PriorYear ofEquity Awardsthat wereForfeited inthe Year | Value ofDividendsor otherEarningsPaid on EquityAwards notOtherwiseReflectedin Fair Valueor TotalCompensation | Total EquityAwardAdjustments |
|---|---|---|---|---|---|---|---|
| 2024 | $2,905,403 | $957,289 | $1,850,950 | -$105,062 | $0 | $339,565 | $5,948,145 |
The non-PEO named executive officers (“Non-PEO NEOs”) reflected in columns (d) and (e) consist of the following individuals for each of the years shown: Thomas E. Wirth, H. Jeffrey DeVuono, George D. Johnstone and William D. Redd. To calculate CAP to our Non-PEO NEOs, the following amounts were deducted from and added to SCT total compensation.
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
| Year | SCT Total | DeductionsfromSCT Total | AdditionstoSCT Total | CAP |
|---|---|---|---|---|
| (i) · (ii) | ||||
| 2024 | $1,530,008 | -$713,004 | +$1,650,936 | $2,467,939 |
(i)
Represents the grant date fair value of equity-based awards granted each year, as shown in the Share Awards column of the Summary Compensation Table.
(ii)
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2024 is further detailed in the supplemental table below.
Average Non-PEO NEOs Equity Component of CAP:
| Year | Fair Valueof EquityAwards Grantedin the Yearand Outstandingand Unvested asof Year End | Year over YearChange in FairValue of EquityAwards Grantedin Prior Yearsand Outstandingand Unvested asof Year End | Fair Value as ofVesting Date ofEquity AwardsGranted andVestedin the Year | Year over YearChange in FairValue of EquityAwards Grantedin Prior Yearsthat Vestedin the Year | Fair Value at theEnd of the PriorYear of Equity Awards thatwere Forfeited inthe Year | Value ofDividendsor other EarningsPaid on EquityAwards notOtherwiseReflectedin Fair Value orTotalCompensation | Total EquityAwardAdjustments |
|---|---|---|---|---|---|---|---|
| 2024 | $794,355 | $257,788 | $506,061 | -$26,709 | $0 | $92,732 | $1,624,227 |
The Peer Group TSR set forth in this table utilizes the FTSE NAREIT Equity Office Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024.
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2025 PROXY STATEMENT
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT). See footnote 1 to the table in the portion of the CD&A entitled “2024 Annual Incentive Performance Goals and Outcomes” for an explanation of how we calculate FFO.
Additional Information
Description of Relationship Between Compensation Actually Paid and Company TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.
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BRANDYWINE REALTY TRUST
Description of Relationship Between Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.
Description of Relationship Between Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our FFO during the four most recently completed fiscal years.
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2025 PROXY STATEMENT
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR to that of the FTSE NAREIT Equity Office Index over the four most recently completed fiscal years.
Most Important Performance Measures
The items listed below represent the most important financial performance measures we used to link CAP for FY2024 to our performance, as further described in the CD&A within the sections titled “Annual Incentive Awards” and “2024 Annual Incentive Performance Goals and Outcomes.” The measures in this table are not ranked.
Most Important Performance Measures
Funds From Operations
Cash Available for Distribution
GAAP Same Store NOI Growth
Net Debt / EBITDA Ratio
Aggregate Investment Activity
Leasing Activity
Total Shareholder Return
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BRANDYWINE REALTY TRUST
Equity Compensation Plan Information
The following table sets forth certain information regarding Brandywine Realty Trust’s equity compensation plans as of December 31, 2024.
| Plan Category | (a)Number of Securitiesto be Issued UponExercise of OutstandingOptions, Warrants,and Rights | (b)Weighted AverageExercise Price ofOutstanding OptionsWarrants, and Rights | (c)Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (ExcludingSecurities Reflected inColumn(a)) |
|---|---|---|---|
| Equity compensation plans approved by security holders | 7,331,211(1) | $12.00(2) | 4,303,120 (3) |
| Equity compensation plans not approved by security holders | 0 | 0 | 0 |
| Total | 7,331,211 | $12.00 | 4,303,120 |
(1)
Relates to awards outstanding under the Brandywine Realty Trust 2023 Long-Term Incentive Plan (the “2023 Plan”) and 1997 Long-Term Incentive Plan (the “1997 Plan”), options awarded prior to adoption of the 1997 Plan, and shares deferred under our Deferred Compensation Plan. For this purpose: (i) 3,769,595 PSUs and outperformance shares granted in 2023 and 2024 are reflected at target, (ii) 510,109 earned PSUs and outperformance shares granted in 2022, (for which the performance period ended on December 31, 2024, but that remained undistributed as of that date), are included based on actual performance.
(2)
Reflects the weighted average exercise price of 46,666 outstanding stock options. Does not take into account RSUs, PSUs, outperformance shares or shares deferred under our Deferred Compensation Plan, as they do not have an exercise price.
(3)
Includes 3,926,017 shares available under our 2023 Plan (determined based on the same assumptions stated above in footnote 1 with respect to PSUs and outperformance shares) and 377,103 shares available under our Employee Share Purchase Plan.
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2025 PROXY STATEMENT
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BRANDYWINE REALTY TRUST
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.