DEF 14A

DEF 14A 1 d104594ddef14a.htm DEF 14A DEF 14A

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 Pursuant to §240.14a-12

Brandywine Realty Trust

(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1.	Title of each class of securities to which transaction applies:
	2.	Aggregate number of securities to which transaction applies:
	3.	Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4.	Proposed maximum aggregate value of transaction:
	5.	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1.	Amount Previously Paid:
	2.	Form, Schedule or Registration Statement No.:
	3.	Filing Party:
	4.	Date Filed:

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Notice of Annual Meeting of Shareholders

To our Shareholders:

We cordially invite you to attend the 2021 Annual Meeting of Shareholders of Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”). This year’s annual meeting will be a virtual meeting of shareholders. You will be able to attend the annual meeting and vote and submit questions in advance of the annual meeting by visiting www.virtualshareholdermeeting.com/BDN2021. You may also submit questions in advance of the annual meeting by visiting www.proxyvote.com. We will respond to as many inquiries at the annual meeting as time allows. Prior to the annual meeting you will be able to authorize a proxy to vote your shares at www.proxyvote.com on the matters submitted for shareholder approval at the annual meeting, and we encourage you to do so.

If you plan to attend the annual meeting online, you will need the 16-digit control number included in your Notice of Internet Availability, on your proxy card or on the instructions that accompany your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

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At the 2021 annual meeting, shareholders as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

1.	To consider and vote upon the election of seven persons to the Board of Trustees of the Company, each to serve for a term expiring at the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualified.

2.	To consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2021.

3.	To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.

4.	To transact such other business as may properly come before the meeting and at any postponement or adjournment of the meeting.

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to virtually attend the 2021 annual meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the annual meeting.

By Order of the Board of Trustees

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Shawn Neuman, Senior Vice President, General Counsel and Secretary

April 1, 2021

2929 Walnut Street, Suite 1700 | Philadelphia, PA 19104 | (610) 325-5600

Proxy Statement for the

Annual Meeting of Shareholders

To be held on May 18, 2021

The Annual Meeting of Shareholders of Brandywine Realty Trust (“Brandywine,” “we,” “us,” “our” or the “Company”) will be held on Tuesday, May 18, 2021 at 10:00 a.m., Eastern Time. Our annual meeting will be a virtual meeting of shareholders conducted via a live webcast. You will be able to attend the virtual annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BDN2021.

At our annual meeting, we will ask you:

1.	To consider and vote upon the election of seven persons to our Board of Trustees, each to serve for a term expiring at the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualified.

2.	To consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2021.

3.	To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.

4.	To transact such other business as may properly come before the meeting and at any postponement or adjournment of the meeting.

Only holders of record of our common shares of beneficial interest, par value $0.01 per share, as of the close of business on March 22, 2021 are entitled to notice of and to vote at the 2021 annual meeting of shareholders or at any postponement or adjournment of the meeting.

Our Board of Trustees knows of no other business that will be presented for consideration at the annual meeting. If any other matter should be properly presented at the annual meeting or any postponement or adjournment of the annual meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

On or about April 1, 2021, we mailed a Notice of Internet Availability of Proxy Materials to shareholders. This proxy statement and the form of proxy are first being furnished to shareholders on or about April 1, 2021.

Important Notice Regarding Internet Availability of Proxy Materials

We are pleased to take advantage of the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our 2021 annual meeting of shareholders. We will send a full set of proxy materials or a “Notice of Internet Availability” of Proxy Materials on or about April 1, 2021 and provide access to our proxy materials over the Internet, beginning on April 1, 2021, for the holders of record and beneficial owners of our common shares as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the Proxy Statement and our annual report, and how to authorize a proxy to vote your shares over the Internet.

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Instead of receiving paper copies of future annual reports and proxy statements in the mail, you may elect to receive an e-mail that will provide an electronic link to these documents. Choosing to receive your proxy materials online will save us the cost of producing and mailing documents to you. With electronic delivery, we will notify you by e-mail as soon as the annual report and proxy statement are available on the Internet, and you may easily submit your shareholder votes online. If you are a shareholder of record, you may enroll in the electronic delivery service at the time you vote by selecting electronic delivery if you vote on the Internet, or at any time in the future by going directly to www.proxyvote.com, selecting the “request copy” option, and following the enrollment instructions.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholders Meeting to be Held on May 18, 2021

This proxy statement, the form of proxy and our 2020 annual report to

shareholders are available at www.proxyvote.com.

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Table of Contents


Business Highlights			1

Environmental, Social and Governance Snapshot			5
Commitment to Environmental Stewardship			6
Corporate Social Responsibility			7
Corporate Governance			9

Information about the Meeting and Voting			12
How Can I Participate in the Annual Meeting?			12
What Are the Board’s Recommendations?			12
Who Is Entitled to Vote?			13
How Do I Vote?			13
How May I Revoke or Change My Vote			14
What Constitutes a Quorum?			14
What Is a Broker Non-Vote?			15
What Vote Is Required to Approve Each Proposal?			15
Who Counts the Votes?			16
What Does it Mean if I Receive More Than One Proxy Card?			16
What if I Receive Only One Set of Proxy Materials Although There Are Multiple Shareholders at My Address?			16
How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?			16
Will I Receive a Copy of the Annual Report and Form 10-K?			17
How Can I Access the Proxy Materials Electronically?			17

Proposal 1: Election of Trustees			19
Trustee Criteria, Qualifications, Experience and Tenure			19
Annual Board Evaluation Process			21
Trustees; Nominees			21
Committees of the Board of Trustees			27
Trustee Independence; Independence Determination			30
Corporate Governance			31
Board’s Role in Risk Oversight			33
Trustee Nominations			34

Executives and Executive Compensation			38
Current Executive Officers			38
Compensation Discussion and Analysis			40

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			73

Fees to Independent Registered Public Accounting Firm			74

Proposal 3: Advisory Vote on Executive Compensation			77


Other Information			79
Certain Relationships and Related Party Transactions			79
Proposals Pursuant to SEC Rule 14a-8			80
Proxy Access Trustee Nominees			80
Other Proposals and Nominees			80
Review of Shareholder Proposals; Other Business			81
Expenses of Solicitation			81

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				BRANDYWINE REALTY TRUST

Business Highlights¹

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¹	Please see “Compensation Discussion - Analysis Discussion” later in this proxy statement and Appendix A to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures.


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2021 PROXY STATEMENT

Development Highlights

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				BRANDYWINE REALTY TRUST

Environmental, Social and

Governance Snapshot

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2021 PROXY STATEMENT

Commitment to Environmental Stewardship

Brandywine’s best-in-class environmental practices span the entirety of our portfolio, from the properties we develop, to the ones we lease and manage. We prioritize efforts to minimize environmental impact through energy and resource-efficient buildings in transit-oriented locations, and deliver Class A office environments that emphasize the health and well-being of building occupants.

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Sustainable Development

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Clockwise: Schuylkill Yards, Philadelphia, PA; 405 Colorado, Austin, TX; and 1676 International Drive, Tysons, VA

Our portfolio reflects our commitment to sustainability and our focus on certified buildings that prioritize the health and wellbeing of employees, tenants, residents and visitors. From conception, we factor energy performance into each phase of the building’s life-cycle, from energy modeling during design and development, to commissioning and smart operations and maintenance practices to ensure that results are achieved. We understand that our developments will have a lasting


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				BRANDYWINE REALTY TRUST

impact on their surrounding communities, so we focus on sustainable community development by taking advantage of existing transit infrastructure and proximity to vibrant nearby amenities.

Office Building Operations

Our Operations Team continually evaluates the impact our properties have on the environment by utilizing building data to implement improvements, increase efficiencies, and create new standards to drive economies in system performance. To that end, Brandywine owns and/or manages over 21.9 million square feet of green certified space with more than 50% of its core portfolio as ENERGY STAR certified in 2020.

Green Leasing: As a recognized “Green Lease Leader Gold” by the U.S. Department of Energy and the Institute for Market Transformation, Brandywine incorporates key sustainability language into our leases, covering issues such as chemical use, indoor air quality, energy efficiency, water efficiency, recycling, and other strategies to drive shared cost savings that benefit both tenant and landlord.

The Power of Partnerships

Green Building United: For nearly a decade, we have partnered with Green Building United to help foster transformative impact in Philadelphia through green building education and advocacy. Brandywine has chaired numerous committees, including the annual Philadelphia Sustainability Symposium and Green Building United’s Annual Groundbreaker Awards. Brandywine was one of the first companies in the region to commit to Green Building United’s 2030 District, which targets a 50% reduction in energy usage in the city of Philadelphia by 2030.

Corporate Social Responsibility

At Brandywine, we believe the value in what we do, lies in the difference we can make. As such, we are committed to being good neighbors and corporate citizens in the communities in which we live and work.

Neighborhood Engagement Initiative

In collaboration with a wide range of partners, Brandywine introduced an unprecedented Neighborhood Engagement Initiative as part of Schuylkill Yards, totaling a $16+ million commitment to the surrounding community. Programs include:

Grow Philadelphia Capital Fund: through a partnership with The Enterprise Center, a non-profit lender and small business technical assistance provider, we created this fund to provide low cost capital with an interest rate of 1% directly to Philadelphia Minority Enterprises to accelerate growth, enhance employment opportunities, and drive economic development in the community.

Construction Apprenticeship Preparatory Program: we sponsor the Construction Apprenticeship Preparatory Program (CAPP), a 15- week classroom-based curriculum designed to prepare candidates for the required entrance exams and interview process for the skilled building trade unions. Participants who pass an apprentice exam are provided mentorship and offered employment on our projects. To date, 57 individuals have been placed in Union jobs.

Local Sourcing Initiative: to assist in creating new procurement channels for West Philadelphia businesses, we make introductions between local businesses and our tenants, and fund a 10% discount for all tenants on their first purchase of goods or services from a West Philadelphia vendor.


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2021 PROXY STATEMENT

CDC Co-Development: we are hiring a Community Developmental Corporation (CDC) for each Schuylkill Yards project, allowing the CDCs to earn revenue and build capacity for their staff to better execute projects that enhance their community-serving mission.

Community Fund: we are contributing a $9.3 million grant to a Community Fund managed by a consortium of local community groups, which will provide capital for affordable housing and preservation initiatives, additional small business and employment programs, community capacity building, and educational support for local public schools.

Philanthropy

Since our inception, Brandywine has partnered with an array of organizations to provide donations, funding and personnel to support the causes and advocacy that are important to both our company and our employees. Highlights of this focus include:

With the challenges of 2020 and the COVID-19 pandemic, Brandywine continued to rise to the occasion, with a swift response designed to uplift the local communities through volunteer efforts and financial contributions that safeguard local livelihoods:

$20,000+ collected by employees then matched by Brandywine to support third party vendors in need

36,000+ meals provided to Philadelphians in need in partnership with our food & beverage tenants

$350,000 grant provided to the Enterprise Center for the Grow Philadelphia Small Business COVID-19 Resilience Fund

$200,000 grant provided to the African American Chamber of Commerce to provide low-interest loans to Chamber members impacted by the pandemic and continued social unrest

$25,000 in holiday donations split between five nonprofit organizations spanning our core regions.

Our company provides each employee with the opportunity to utilize 3-days of paid Volunteer Time Off each year to give back to nonprofit organizations of their choice.

Through our Employee Match Program, Brandywine will match a donation to certain qualifying non-profit organizations to which our employees contribute, including organizations such as the American Heart Association, Alzheimer’s Association, The Leukemia & Lymphoma Society, and Habitat for Humanity.

In our Philadelphia office buildings, our management teams have partnered with eWaste and PAR Recycling-companies that specifically employ formerly-incarcerated individuals as a true “second chance.”

Employee Engagement

Our employees are our greatest assets. Their commitment to excellence in their everyday encounters helps us to foster a collaborative atmosphere where internal partnerships belay creativity and inspiration. As a company, we seek to embody the best practices for team cohesiveness, and do so by promoting diversity and inclusion throughout every level of the organization.


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As part of our employee training and professional development program, Brandywine employees are given the tools they need to successfully execute our mission, while simultaneously fostering career growth. In 2020, 100% of employees received professional training, which equates to 2,712 training hours, and 75% of employees received ESG-specific training. To facilitate important conversations and connections between employees, we have three Affinity Teams that focus on stewarding opportunities to build leadership, promote employee engagement, and increase career success: GROW (Growth in Relationships & Opportunity for Women), Young Professionals, and Diversity, Inclusion and Belonging.

To encourage a culture of open dialogue and provide employees with the tools to align their career development with their goals, we perform annual performance reviews that give employees an opportunity to garner formal feedback from their managers and set objectives for career growth.

Through our Cristo Rey partnership, Brandywine sponsors high school student internships and summer work programs.

Brandywine was named to the State Street Global Advisors Gender Diversity Index which tracks U.S. companies with the highest levels of gender diversity in leadership positions within their respective sectors.

To emphasize the importance of continuous learning, Brandywine offers a tuition reimbursement program to all employees.

Corporate Governance

Strong corporate governance encourages accountability and transparency, as it promotes the long-term interests of shareowners, strengthens Board and Management accountability, and helps build public trust in the company.

Our commitment to good corporate governance has enabled us to maintain our industry-leading ISS Governance Quality Score of 1 again in 2020 - representing the highest governance rating that can be received from ISS. In addition, Brandywine continues to maintain an A Rating from MSCI ESG Research LLC.

The below list of practices highlights our alignment with good corporate governance:

Board Structure

All Trustees are independent other than our President and CEO

Separate Chairman and Chief Executive Officer

Trustees are elected annually

Robust role for Lead Independent Trustee, who chairs the Board

Open communication and effective working relationships among Trustees with regular access to management

Active year-round shareholder outreach and engagement

Majority voting in uncontested elections

Resignation policy for any Trustee who does not receive majority support

Robust trustee and officer share ownership requirements

Anti-hedging policy and anti-pledging policy by trustees and executive officers