DEF 14A of Brandywine Realty Trust
Filed Apr 4, 2024 · FY20230001193125-24-087243
Trustee Compensation
| Trustee Name | Fees Earned or Paid in Cash ($) (1) | Share Awards ($) (2) | All Other Compensation | Total ($) | | James Diggs | $172,500 | $115,000 | - | $287,500 | | Reginald DesRoches | $78,000 | $115,000 | - | $193,000 | | H. Richard Haverstick, Jr. | $107,000 | $115,000 | - | $222,000 | | Terri A. Herubin | $100,500 | $115,000 | - | $215,500 | | Joan Lau | $78,000 | $115,000 | - | $193,000 | | Charles P. Pizzi | $100,500 | $115,000 | - | $215,500 |
Key 2023 Executive Compensation Actions
| ➢ | Encourage the achievement of annual and long-term business and human resource objectives that support the creation of shareholder value; |
Key 2023 Executive Compensation Actions
| Pay Element | Form | Philosophy | Performance Alignment | | Base Salary | Cash | ➢ Fixed pay to recognize an individual’s role and responsibilities | ➢ Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity | | Annual Incentive | Cash | ➢ Achieve annual goals measured in terms of financial, strategic, and individual performance linked to the creation of shareholder value | ➢ Rewards and recognizes annual accomplishment of key financial objectives ➢ Payout based primarily on Corporate performance (as measured against objective Operational, Leasing, and Capital goals) ➢ Regional, divisional and individual performance also taken into account to ensure strong line of sight between executive pay and performance | | Long-Term Incentives | PSUs (Two-thirds of Target Award in 2023) | ➢ Align NEOs’ interests with shareholders | ➢ Shareholder value creation | | | RSUs with Outperformance Feature (One-third of Target Award in 2023) | ➢ Retain executive talent ➢ Align NEOs’ interests with shareholders | ➢ Rewards increase in share price ➢ Encourages the achievement of ambitious multi-year strategic business objectives |
Key 2023 Executive Compensation Actions
| What We Do | What We Don’t Do | | ➢ Pay for Performance: Majority of pay is performance based and not guaranteed ➢ Multiple Performance Metrics and Time Horizon: Use multiple performance metrics focusing on top line and bottom line growth and multi-year vesting and measurement periods for long term incentives ➢ Annual Compensation Risk Review: Annually assess risk in compensation programs ➢ Share Ownership Guidelines: NEOs must comply with share ownership requirements ➢ Clawback Policy: We maintain a clawback policy that provides for recovery of certain incentive compensation in the event of an accounting restatement due to material non-compliance with any financial reporting requirement under the federal securities laws and without regard to misconduct ➢ Challenging Performance Objectives: Set challenging performance objectives for Annual Incentives ➢ Use of Independent Consultant: The Compensation Committee has retained an independent compensation consultant that performs no other consulting services for the Company and has no conflicts of interest | ➢ No Excise Tax Gross Ups: We will not enter into any new agreements, or materially amend any existing employment agreements with our executives that provide excise tax gross-ups in the event of a change in control of the Company ➢ No Repricing or Buyouts of Stock Options: Our equity plan prohibits repricing or buyouts of underwater stock options ➢ No Perquisites: We do not provide perquisites to our NEOs ➢ No Hedging or Pledging: NEOs are prohibited from hedging their ownership or pledging Company stock as collateral |
Key 2023 Executive Compensation Actions
| ➢ | Administering our equity incentive plans, including granting equity-based awards under these plans and determining the terms of such awards; |
Key 2023 Executive Compensation Actions
from us as a percentage of Pay Governance’s total revenue; (iii) policies of Pay Governance designed to prevent conflicts of interest; (iv) the absence of any business or personal relationship of representatives of Pay Governance or its representatives with a member of the Committee; (v) whether Pay Governance or its advisors to the Committee own any of our securities; and (vi) whether Pay Governance or its representatives have any business or personal relationship with any of our executive officers. Role of Executives Our Compensation Committee seeks the views of our President and Chief Executive Officer in setting and administering our executive compensation programs. In particular, at the beginning of each year, Mr. Sweeney oversees the development of proposed corporate goals for purposes of annual incentive compensation. These goals are derived from our corporate business plan and are selected to reinforce and enhance achievement of our operating and growth objectives. The Compensation Committee reviews these goals with Mr. Sweeney, adopts revisions it deems appropriate and determines the final goals for compensation. Following the end of each year, Mr. Sweeney reviews with the Compensation Committee, at several meetings, the achievement of corporate performance goals and the performance of each other current named executive officer and presents his evaluation of such executive officer’s performance to the Committee. Decisions about individual compensation elements and total compensation are made by the Committee, using its judgment, focusing primarily on each current named executive officer’s performance as well as our overall performance. With respect to the non-quantitative performance measures applicable to our executives, the Committee relies heavily on the views of Mr. Sweeney (other than as to himself). As President and Chief Executive Officer, Mr. Sweeney oversees the day-to-day performance of the other current named executive officers. As such, our Compensation Committee believes that he is well positioned to evaluate their performance and make recommendations as to their overall compensation. In addition to the role played by our President and Chief Executive Officer, our other executive officers furnish such industry data and legal and financial analyses as the Committee requests from time to time. IV. 2023 Executive Compensation Use of Peer Group Data Our Compensation Committee, in consultation with its compensation consultant, developed a peer group as a frame of reference for our executive compensation. Our Compensation Committee selects companies for inclusion in the peer group that primarily acquire, sell, develop, lease and manage sizeable office real estate portfolios. In selecting companies, the Committee also considers their equity and total capitalization and geographic location as well as third party considerations (for example, where members of the financial community treat a particular company as being a Company peer). Our Compensation Committee has not selected or excluded companies from the peer group on account of their compensation practices. Our Compensation Committee believes that peer group data are an indicator of compensation opportunities at companies that might recruit our executives and the data therefore help the Committee set compensation at competitive levels. Our Compensation Committee also believes that peer group data provide perspective on performance measurement practices and linkages between pay and performance. The Committee does not set specific pay targets or otherwise engage in formal “benchmarking” of compensation of our executives against executives at peer group companies. The Committee does, however, attempt to set total compensation for each current named executive near the middle of the peer group data while allowing for the possibility of greater or lesser compensation based upon our corporate and individual performance.
Key 2023 Executive Compensation Actions
Our Compensation Committee reviews our peer group at least annually. For 2023, the Compensation Committee (i) removed Equity Commonwealth, Veris Residential, Inc. and Washington Real Estate Investment Trust, as each is no longer an office-centric REIT, and (ii) added City Office REIT and Orion Office REIT. Accordingly, the peer group used for competitive pay studies in 2023 included:
Key 2023 Executive Compensation Actions
Base Salary Base salary represents the fixed portion of an executive’s compensation and provides a regular stream of income and financial security. In setting base salaries, our Compensation Committee considers the responsibilities, skills, experience and performance of the executives and relies heavily on the views of our President and Chief Executive Officer as to the impact, contribution and expertise of our executives (except in the case of himself and his compensation). In setting base salaries, our Compensation Committee also considers the linkage of base salaries to the elements of our compensation that are tied to base salaries (such as severance and change in control benefits and annual and long-term incentive targets that are computed as a multiple of base salary). As part of the annual compensation process, the Committee may adjust base salaries to reflect changes in market data or in an executive’s responsibilities, skills, experience and performance. For 2023, the base salaries of our current NEOs were unchanged as reflected in the table below:
Key 2023 Executive Compensation Actions
Annual Incentive Awards Annual incentive awards are designed to reward executives for achievement of annual performance goals linked to the achievement of our annual company goals. Each year our Compensation Committee establishes a target amount for annual incentive awards for each executive, with the target amount expressed as a percentage of the executive’s base salary. The targeted amounts take into account all factors that the Committee deems relevant, including the input of Pay Governance as to competitive compensation levels, the recommendation of our President and Chief Executive Officer (except with respect to his own target), responsibilities of the executives and the Committee’s view of market conditions.
Key 2023 Executive Compensation Actions
2023 Annual Incentive Performance Goals and Outcomes Payouts under the 2023 annual incentive are determined primarily with reference to our achievement of corporate performance goals related to operations, leasing and capital management, which we believe are key drivers of value for our shareholders. We refer to this array of performance goals as our “corporate scorecard.” The scorecard is established by the Compensation Committee annually, in the first quarter of year. Performance goals are established based on the prevailing operating environment, our associated business plan, and external guidance provided to investors. Specifically, 2023 annual incentive performance goals reflected the unprecedented challenges in the Office REIT sector, both with respect to reduced tenant demand and increased cost of capital, and the broader macroeconomic environment that deeply impacted the real estate market. As such, performance goals may be below prior year targets for some metrics, while still representing challenging goals in light of the then prevailing operating environment. In fact, the goals were reflective of Company expectations and external guidance and in line with analysts’ expectations. The 2023 scorecard is shown below, including actual performance outcomes.
Key 2023 Executive Compensation Actions
| Payout Range | 85% | 100% | 175% | | | | | | Performance Measure | Minimum | Target | Maximum | Actual Performance | % of Target Achieved | % Weighting (of 100%) | Weighted Achievement | | OPERATIONS (20% WEIGHTING) | | | | | | | | | FFO (1) | $1.10 | $1.16 | $1.22 | $1.15 | 98% | 6.67% | 6.54% | | Cash Available for Distribution, as adjusted (CAD) (2) | $0.71 | $0.76 | $0.81 | $0.90 | 175% | 6.67% | 11.67% | | Same Store (accrual-based) NOI Growth (3) | 0.0% | 1.0% | 2.0% | 2.0% | 175% | 6.67% | 11.67% | | | | | | | | 20.00% | 29.88% | | LEASING (30% WEIGHTING) | | | | | | | | | Spec Revenue Achievement ($MM) | $17.0 | $18.0 | $19.0 | $17.1 | 87% | 10.00% | 8.70% | | Year-End Leased | 91% | 91.5% | 92% | 89.6% | 0.0% | 10.00% | 0% | | Revenue Maintaining Capital (% lease revenue) (4) | 13% | 12% | 11% | 10% | 175% | 10.00% | 17.50% | | | | | | | | 30.00% | 26.20% | | CAPITAL (50% WEIGHTING) (5) | | | | | | | | | Aggregate Investment Activity ($MM) | $649 | $674 | $1005 | $673.8 | 100% | 12.50% | 12.5% | | Volume of Assets Sold (6) | $100 | $125 | $150 | $89.7 | 0% | 12.50% | 0% | | Net Debt / EBITDA* (7) | 6.5x | 6.4x | 6.2x | 6.3x | 138% | 12.50% | 17.25% | | Interest Coverage Ratio* | 2.2x | 2.4x | 2.6x | 2.6x | 175% | 12.50% | 21.88% | | | | | | | | 50.00% | 51.63% | | * Represents annualized fourth quarter metric. | | | | | Formulaic Outcome: | | 108% |
Key 2023 Executive Compensation Actions
(6) The Committee removed “Development/Redevelopment Starts” from the scorecard and replaced it with this goal in 2023, to emphasize the importance of liquidity and the strengthening of the Company’s balance sheet. (7) Ratio of Net Debt to EBITDA excludes capital market transaction items. The foregoing include various non-GAAP measures. Please see Appendix A for reconciliation of those measures to our published financial statements. Our annual incentive program reserves to the Compensation Committee the right to adjust the overall corporate scorecard outcome upward or downward by 25% to reflect the Compensation Committee’s subject evaluation of our performance in matters such as strategic accomplishments or our performance relative to peer companies. The annual incentive program also reserves to the Compensation Committee the right to adjust any individual NEO’s annual incentive payout, based on the Compensation Committee’s subjective evaluation of that executive’s individual performance and/or the performance of any business unit, function or region managed by that executive. Mr. Sweeney’s performance is evaluated solely by the Compensation Committee. The Committee also evaluates the individual performance of other NEOs after receiving recommendations from Mr. Sweeney. While the Compensation Committee does not often make significant discretionary adjustments to individual annual incentive payouts, the Compensation Committee views its discretionary authority as a tool to ensure individual accountability. 2023 Annual Incentive Payouts After reviewing the results of the corporate scorecard, the Compensation Committee noted the 108% formulaic outcome. However, our CEO consulted with the Compensation Committee on this point and, given the macro conditions in the industry, recommended that the corporate scorecard outcome be limited to the target amount. After its consultation with our CEO, the Compensation Committee approved a default scorecard outcome of 100%. Then, after considering our CEO’s individual performance evaluations, the Compensation Committee approved 2023 annual incentive payouts to each NEO in the amounts shown in the table below. The approved amounts were paid in cash to each NEO in the first quarter of 2024.
Key 2023 Executive Compensation Actions
| | 2023 ANNUAL INCENTIVE FINAL PAYOUT | | | | | Name | Target Amount ($) | Formulaic Outcome ($) | Actual Payout Approved ($) | Actual Payout Approved (% of Target) | | Gerard H. Sweeney | $1,600,000 | $1,728,000 | $1,600,000 | 100% | | Thomas E. Wirth | $469,000 | $506,520 | $490,000 | 104% | | H. Jeffrey DeVuono | $428,450 | $462,726 | $428,450 | 100% | | George D. Johnstone | $387,000 | $417,960 | $387,000 | 100% | | William D. Redd | $400,000 | $432,000 | $380,000 | 95% |
Key 2023 Executive Compensation Actions
Equity-Based Long-Term Incentive Compensation Consistent with our compensation objectives, our equity-based long-term incentive program is designed to assist us in attracting and retaining high quality executives, while tying a significant portion of compensation to our performance. For the awards made in March 2023, the Compensation Committee, after consultation with Pay Governance, determined target long-term incentive award values for each executive officer as set forth below:
Key 2023 Executive Compensation Actions
| Name | 2023 TARGET LTI AWARD AS A % OF BASE SALARY | | Gerard H. Sweeney | 465% | | Thomas E. Wirth | 265% | | H. Jeffrey DeVuono | 230% | | George D. Johnstone | 230% | | William D. Redd | 230% |
Key 2023 Executive Compensation Actions
| ➢ | Equity-based long-term incentive awards are delivered as a mix of two-thirds PSUs and one-third RSUs. The target number of PSUs and the number of RSUs for each executive are each determined by dividing the allocable portion of his target LTI value by the trailing average closing price of our common shares for the ten trading days immediately preceding the grant date. |
Key 2023 Executive Compensation Actions
| ➢ | PSUs which may be earned based on our TSR relative to the component members (excluding ourselves) of the FTSE NAREIT Equity Office Index for the period beginning on the grant date (February 16, 2023) and ending December 31, 2025. If the Company’s TSR during the measurement period is negative, the maximum number of PSUs that may be earned will be limited to 100% of the target level (even if our TSR is above the peer group median). For 2023 awards, dividend equivalents are not credited on PSUs. |
Key 2023 Executive Compensation Actions
| ➢ | RSUs generally vest in equal proportions over three years subject to continued employment with the Company; which the Committee believes enhances executive officer retention. Dividend equivalents are paid on the RSUs over the vesting period. |
Key 2023 Executive Compensation Actions
| ➢ | The RSUs also include an outperformance modifier that can increase the original award by up to 225% based on Brandywine’s achievement of superior results for two performance measures during the three-year period ending December 31, 2025. |
Key 2023 Executive Compensation Actions
| ➢ | Awards are subject to accelerated vesting or settlement upon death, disability, involuntary termination or qualifying retirement, as further described below under “Vesting and Forfeiture Provisions”. |
Key 2023 Executive Compensation Actions
2023 RSU Outperformance Modifier The RSU awards include an outperformance modifier that can increase the original award up to 225% based on Brandywine’s achievement of superior results for average funds from operations (FFO) growth and aggregate investment activity during the three-year period ending December 31, 2025, with FFO growth weighted 25% and aggregate investment activity weighted 75%. These goals are intentionally ambitious and their achievement was not considered probable on the date of grant.
Key 2023 Executive Compensation Actions
Half of any additional shares earned under this outperformance feature will vest based on continued service through each of January 1, 2026 and January 1, 2027, provided that this additional service requirement will be waived in the event of a death, disability or qualifying retirement. In the case of death, disability or qualifying retirement prior to December 31, 2025, the opportunity to earn additional shares under the outperformance feature will remain in effect, but the number of additional shares earned at the conclusion of the performance period (if any) will be pro-rated to reflect the fraction of the performance period actually worked. Dividend equivalents on any additional shares earned under the outperformance feature will be credited in cash, but only with respect to dividends paid following the end of the applicable performance period and will be subject to the same vesting and payment terms as the shares to which they relate. 2023-2025 Performance Share Unit Award Terms Our PSUs may be earned based on the percentile rank of our TSR relative to the other members of the FTSE NAREIT Equity Office Index for the period beginning on the grant date (February 16, 2023) and ending December 31, 2025. The payout scale for the 2023-2025 performance period is presented below and is unchanged from the 2022-2024 program:
Key 2023 Executive Compensation Actions
| Percentile Rank | PSU Payout % | | 75th Percentile and above | 200% | | 50th Percentile | 100% | | 25th Percentile | 50% | | Below 25th Percentile | 0% |
Key 2023 Executive Compensation Actions
Vesting and Forfeiture Provisions Equity awards that remain unvested upon the holder’s termination of employment with us will vest or be forfeited depending on the reason for the termination. The table below summarizes these provisions:
Key 2023 Executive Compensation Actions
| Reason for Termination | Effect on Awards | | Voluntary Termination by Executive not eligible for Qualifying Retirement (1) | ● Forfeit | | Change in Control | ● Early measurement for outperformance component of restricted common share awards (“outperformance shares”), with earned outperformance shares remaining subject to time vesting requirements ● Early measurement and payout for PSUs ● RSUs (including any earned but unvested outperformance shares) vest and shares are delivered if an involuntary termination occurs within one year |
Key 2023 Executive Compensation Actions
| Death or Disability | ● Performance period for outperformance shares remains open, with payout at the end of performance period (pro-rated based on the portion of the period actually served) ● Early measurement and payout for PSUs ● RSUs vest and shares are delivered (including any previously earned but unvested outperformance shares) | | Qualifying Retirement (1) | ● Performance period for outperformance shares remains open, with payout at the end of performance period (pro-rated based on the portion of the period actually served) ● Early measurement and payout for PSUs (pro-rated based on the portion of the performance period actually served) ● Shares underlying RSUs are delivered (including any previously earned but undelivered outperformance shares) |
Key 2023 Executive Compensation Actions
2021-2023 Performance Share Unit Award Outcomes For the 2021-2023 period, our -44.5% TSR ranked at the 30th percentile of the FTSE NAREIT Equity Office Index (excluding us), resulting in a payout of 2021-2023 PSUs at 60% of target. This resulted in the named executive officers earning the number of units shown below:
Key 2023 Executive Compensation Actions
| Name | PSUs Earned (#) | | Gerard H. Sweeney | 105,062 | | Thomas E. Wirth | 33,994 | | H. Jeffrey DeVuono | 25,837 | | George D. Johnstone | 23,347 | | William D. Redd | 23,658 |
Key 2023 Executive Compensation Actions
Deferred Compensation Plan We maintain a deferred compensation plan that enables our executives to defer a portion of their base salaries, annual incentive awards and equity awards. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. The executives select from a limited number of mutual funds and investment alternatives which serve as measurement funds, and the deferred amounts are increased or decreased to correspond to the market return of the selected investments. We generally do not provide any matching contribution to any executive officer who participates in this plan, other than a limited amount to make up for any loss of matching contributions under our Section 401(k) plan due to Internal Revenue Code limits. However, an executive who defers more than 25% of his or her annual incentive award into the Company Share Fund under the deferred compensation plan will receive a 15% matching contribution on the excess amount, which matching contribution will itself be invested in the Company Share Fund. We maintain this plan to help ensure that our benefits are competitive. See “Compensation Tables and Related Information – Nonqualified Deferred Compensation.” Other Benefits Our executives participate in company-sponsored benefit programs available generally to all our salaried employees, including our shareholder-approved non-qualified employee share purchase plan and our Section 401(k) plan. For 2023, our 401(k) plan provided a company matching contribution of 50% of the first 6% of eligible compensation contributed to the plan, up to a maximum company matching contribution of $9,900. Other benefits, such as health and dental plans, group term life insurance and short- and long-term disability insurance, are also available generally to all our salaried employees. Perquisites We do not provide perquisites to our executive officers. Post-Termination Benefits; Qualifying Retirement We provide post-employment benefits to our executive officers that vary based on the executive and the circumstances of the executive’s termination. See “Employment and Other Agreements” and “Potential Payments upon Termination of Employment or Change-in-Control.” We have “change of control” severance agreements with our executive officers which condition (other than with respect to our President and Chief Executive Officer) the executive’s entitlement to severance following a change of control upon a so-called “double trigger.” Under a double-trigger, the executive is entitled to severance only if, within a specified period following the change of control, the terms of his or her employment are adversely changed or he or she is terminated without cause, except for our President and Chief Executive Officer, who would be entitled to severance if he were to resign within six months following the change of control or his employment were terminated without cause. Our Compensation Committee believes that the severance protection that we provide is important in enabling us to attract and retain high quality executives and that it is in our best interest to have agreements with our senior executives that maintain their focus on, and commitment to, us notwithstanding a potential merger or other change of control transaction.
Key 2023 Executive Compensation Actions
| ➢ | For 2024, long-term incentive awards to each NEO continued to be delivered through PSUs and RSUs. |
Key 2023 Executive Compensation Actions
| ➢ | The PSU award design was revised for 2024 to incorporate two new performance metrics. Specifically, payout under the 2024 PSU awards will be based on the achievement for two operating metrics - leasing activity (weighted 75%) and same store net operating income growth (weighted 25%). The payout range for the operating metrics is zero to 200%, but the 2024 program also includes a relative TSR “modifier” that will increase or decrease the operating metric outcome by up to 20%, based on our TSR return relative to that of the FTSE NAREIT Equity Officer Index during the performance period. In revising the PSU program for 2024, the Compensation Committee is strengthening its emphasis on the achievement of key operating metrics. By retaining relative TSR as a “modifier,” the Compensation Committee is continuing its emphasis on the importance of delivering competitive long-term returns to investors. 2024 PSU awards include a dividend equivalent right feature, whereby the payment of a dividend during the performance period will result in a commensurate increase in the number of target units subject to the award, and those additional units will be subject to the same performance, vesting and other terms as the original units. |
Key 2023 Executive Compensation Actions
| ➢ | The RSU awards again include an outperformance modifier that can increase the number of shares payable under the award based on Brandywine’s achievement of superior results for two performance measures during the three-year period ending December 31, 2026. For 2024 awards, the outperformance modifiers are 275% for Mr. Sweeney, 250% for Mr. Wirth, and 225% for other NEOs. 25% of the outperformance feature is again based on cumulative FFO and 75% is again based on total capital market activity, to emphasize the importance of balance sheet management in the current market environment. The outperformance goals are intentionally ambitious and their achievement was not considered probable on the date of grant. |
Key 2023 Executive Compensation Actions
| ➢ | All of our named executive officers’ target bonus opportunities, as a percentage of their base salaries, are unchanged for 2024. |
Compensation Tables and Related Information
| (1) Executives are eligible to defer a portion of their salaries under our Nonqualified Deferred Compensation Plan. The amounts shown in this column have not been reduced by any deferrals under the Nonqualified Deferred Compensation Plan. Amounts deferred in 2023 are shown in the Nonqualified Deferred Compensation table below. |
Compensation Tables and Related Information
| (1) The amounts shown reflect 2020, 2021 or 2022 equity awards deferred into our Nonqualified Deferred Compensation Plan in 2023. None of these amounts are also reported in the Summary Compensation Table for 2023. |
Pay Versus Performance
Pay Versus Performance The following table provides specified executive compensation and financial performance measures for our four most recently completed fiscal years.
Pay Versus Performance
| Year | Summary Compensation Table Total to PEO | Compensation Actually Paid (“CAP”) to PEO 1 | Average Summary Compensation Table Total for Non-PEO NEOs 2 | Average Compensation Actually Paid to Non-PEO NEOs 1, 2 | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands) | CSM: Funds From Operations (FFO) 4 : Company TSR | | | | | | | Company TSR | Peer Group TSR 3 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,012,885 | $5,748,961 | $1,824,609 | $1,712,103 | $48.55 | $83.23 | $(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 | | 2020 | $5,301,445 | $4,286,495 | $1,515,669 | $1,107,600 | $80.94 | $81.56 | $307,326 | $1.39 |
Pay Versus Performance
Notes: 1. To calculate CAP to our Principal Executive Officer (“PEO”), Gerard H. Sweeney, for each of the years shown, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation. PEO SCT Total to CAP Reconciliation:
Pay Versus Performance
| Year | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP | | 2023 | $6,012,885 | -$3,598,577 | +$3,334,653 | $5,748,961 | | 2022 | $6,355,107 | -$3,869,132 | +$-1,668,170 | $817,805 | | 2021 | $6,089,044 | -$3,375,006 | +$5,202,962 | $7,917,000 | | 2020 | $5,301,445 | -$3,187,497 | +$2,172,547 | $4,286,495 |
Pay Versus Performance
(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 2023 is further detailed in the supplemental table below . PEO Equity Component of CAP:
Pay Versus Performance
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $1,917,035 | $-38,469 | $1,210,562 | $35,177 | $0 | $210,348 | $3,334,653 | | 2022 | $649,818 | $-3,661,218 | $1,231,953 | $-57,550 | $0 | $168,826 | $-1,668,170 | | 2021 | $2,549,325 | $1,407,499 | $1,124,892 | $-24,633 | $0 | $145,879 | $5,202,962 | | 2020 | $1,861,670 | $-829,158 | $1,062,396 | $-74,053 | $0 | $151,693 | $2,172,547 |
Pay Versus Performance
2. 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 NEOs for each of the years shown, the following amounts were deducted from and added to SCT total compensation. Average NEOs SCT Total to CAP Reconciliation:
Pay Versus Performance
| Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (i) | (ii) | | | 2023 | $1,824,609 | -$976,644 | +$864,138 | $1,712,103 | | 2022 | $1,897,202 | -$1,033,521 | +$-575,254 | $288,428 | | 2021 | $1,797,719 | -$857,999 | +$1,362,862 | $2,302,582 | | 2020 | $1,515,669 | -$744,372 | +$336,303 | $1,107,600 |
Pay Versus Performance
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Pay Versus Performance
(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 2023 is further detailed in the supplemental table below . Average Non-PEO NEOs Equity Component of CAP:
Pay Versus Performance
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $603,256 | $-16,229 | $227,433 | $-6,034 | $0 | $55,712 | $864,138 | | 2022 | $218,774 | $-999,146 | $203,955 | $-42,467 | $0 | $43,630 | $-575,254 | | 2021 | $817,858 | $376,129 | $125,821 | $7,555 | $0 | $35,499 | $1,362,862 | | 2020 | $553,217 | $-259,406 | $90,069 | $-83,576 | $0 | $35,999 | $336,303 |
Pay Versus Performance
3. 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, 2023. 4. 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 “2023 Annual Incentive Performance Goals and Outcomes” for an explanation of how we calculate FFO.
Pay Versus Performance
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