Brandywine Realty Trust

This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed executive compensation for the named executive officers, including the Compensation Discussion and Analysis and related tables. Management frames the program as pay-for-performance with a majority of compensation tied to performance metrics (annual incentives and equity awards) and with long-term incentives emphasizing leasing activity, same-store NOI growth and relative TSR. The Compensation Committee retains discretion to adjust formulaic outcomes and applies subjective adjustments where appropriate; it also uses an independent consultant and maintains clawback and share ownership policies. Approval provides the Board with a reaffirmation of its approach and is intended to demonstrate shareholder support for the structure and metrics used to align management and shareholder interests. The Board recommends a FOR vote and states it will consider the advisory vote results in future compensation decisions, indicating willingness to engage with shareholders on concerns. Given the Company’s recent say-on-pay support (~89% in 2025) and the detailed disclosure of incentive design and outcomes, shareholders can evaluate whether the mix of cash, PSUs, RSUs (with outperformance modifiers) and discretion appropriately balances retention, alignment and risk. Key contextual factors include the challenged office-REIT market, modest realized payouts (e.g., 95% of target for the 2025 annual incentive and 60% payout on 2023-2025 PSUs), and significant emphasis on balance sheet metrics (capital market activity, net debt measures, potential rating agency upgrades) in long-term pay. An analytically-minded investor will weigh whether the chosen performance metrics and vesting structures adequately incentivize sustainable value creation, how discretionary adjustments have been applied, and whether the governance features (clawbacks, independent committee, consultant) mitigate governance risk.

Management’s amendment seeks shareholder authority to add 5,000,000 shares to the 2023 Long-Term Incentive Plan reserve and to extend the plan expiration by roughly three years; this is positioned as necessary to preserve the Company’s ability to grant equity-based awards that align employee interests with shareholders, particularly given recycling and outstanding awards already committed. The Board states that without the additional shares and extension the plan would be nearly or entirely exhausted, forcing the Company to rely more heavily on cash compensation, which could reduce capital available for investment and weaken retention and alignment. The proposal should be evaluated on dilution and run-rate metrics: Brandywine discloses current available shares, outstanding awards (including performance-based awards assumed at target), a projected post-amendment potential dilution (~9.11%), and a three-year average burn rate (~0.9%), which provides context for the incremental share request. The plan specifies recycling rules, repricing prohibitions, limits on trustee compensation, and standard change-in-control and performance-vesting treatments, and retains robust administrative discretion by the Compensation Committee, which both affords flexibility and concentrates grant-setting power. Investors scrutinizing this amendment should consider historical grant practices, the Company’s reliance on PSUs and RSUs with outperformance modifiers, the reasonableness of the requested increase relative to peer practice and the company’s equity run-rate, and whether existing governance protections (shareholder approval requirement for material amendments, clawback policy, anti-hedging and ownership guidelines) are adequate. Given the challenging office market and the Company’s focus on balance-sheet-strengthening activity, the amendment could be supportable if the incremental reserve is likely to be used to drive retention and performance rather than to unduly dilute existing holders; shareholders may ask for clearer guardrails on award sizing, pacing, and minimum performance hurdles to ensure alignment. The Board’s unanimous recommendation and the provided burn-rate and overhang disclosures facilitate analysis, but sophisticated investors may still request additional disclosure on three-year estimated dilution under multiple performance scenarios and sensitivity of run-rate to large one-time grants.