Charles P. Pizzi
About Charles P. Pizzi
Independent Trustee at Brandywine Realty Trust since 1996; age 74. Former President and CEO of Tasty Baking Company and of the Greater Philadelphia Chamber of Commerce. Holds a bachelor’s degree from LaSalle University and a master’s from the University of Pennsylvania. Board credentials emphasize government/public policy, finance, capital markets, risk management, and executive leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tasty Baking Company | President, Director, CEO | 2002–May 2011 | Led public company through strategic period |
| Greater Philadelphia Chamber of Commerce | President & CEO | 1989–2002 | Regional economic leadership |
| City of Philadelphia | Commerce Director | Prior to 2002 | Public policy and economic development |
| Federal Reserve Bank of Philadelphia | Director; Chairman | 2006–2011; Chair 2010–2011 | Monetary policy oversight (regional) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independence Health Group | Chairman of the Board; Director | Member since 1991; Chair since 2018 | Health insurer leadership; AmeriHealth Caritas chair since Feb 2023 |
| Mistras Group, Inc. (NYSE: MG) | Director; Audit and Corporate Governance Committee member | Elected Dec 2020; Director since Jan 1, 2021 | Governance and audit oversight |
| Pennsylvania Real Estate Investment Trust (PREIT) | Trustee | May 2013–2024 | Public REIT board experience |
| Franklin Square / FS Investments funds (e.g., FS Specialty Lending Fund) | Independent Trustee; Audit Committee member; Nominating & Corporate Governance | 2014–present (various FS vehicles) | Audit committee member (FSSL); cash compensation disclosed |
Board Governance
- Committee roles (BDN): Compensation Committee Chair; Audit Committee chaired by H. Richard Haverstick Jr.; Corporate Governance Committee chaired by Haverstick post-2024 refresh .
- Independence: Board determined Pizzi independent under NYSE and Company principles; all standing committees comprise independent trustees .
- Attendance and engagement: In 2024 each incumbent trustee attended at least 75% of Board and committee meetings; all trustees attended the May 23, 2024 annual meeting .
- Board leadership: Separate Chair/CEO; Non-Executive Chair and Lead Independent Trustee is James C. Diggs since 2022; regular executive sessions of independent trustees .
- Tenure: Pizzi has been a trustee since 1996, providing long institutional knowledge amid ongoing refreshment (two of six nominees ≤5 years) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $96,000 | Aggregate cash fees incl. annual retainer, committee/meeting fees |
| Equity (Fully Vested Common Shares) | $115,000 | Granted May 23, 2024; valued at closing price $4.59/share |
| Total 2024 Director Compensation | $211,000 | Mix of cash and equity |
| 2025 Base Annual Fee | $75,000 | Paid in cash or common shares, at trustee election |
| 2025 Equity Grant (fully vested) | $115,000 | Valued at closing price on annual meeting date |
| 2025 Chair Fees (Compensation Committee) | $24,000 | Cash; plus $9,000 to other Compensation Committee members (not applicable as chair) |
- 2025 schedule eliminated per-meeting fees; committee chair/member fee grid updated (Audit Chair $37,000; Audit members $12,000; Comp Chair $24,000; Comp members $9,000; Corp Gov Chair $21,000; members $6,000) .
- Trustees may defer base fees into Deferred Compensation Plan .
Performance Compensation
No performance-based director compensation disclosed; BDN director equity grants are fully vested common shares (not RSUs/PSUs for directors) .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Independence Health Group (AmeriHealth Caritas subsidiary) | Health insurance | Chairman | No related-party transactions with BDN disclosed |
| Mistras Group, Inc. (NYSE: MG) | Industrial services | Director; Audit & Gov committees | No disclosed business dealings with BDN |
| PREIT (until 2024) | Retail REIT | Trustee | Different REIT focus (retail vs. BDN office); no related-party transactions disclosed |
| FS Specialty Lending Fund (FSSL) | BDC | Independent Trustee; Audit; Nominating | Cash fees $129,000 in 2024; governance role (non-overlapping sector) |
Expertise & Qualifications
- Government/public policy; finance; financial reporting, accounting and controls; capital markets; risk management; extensive financial and risk oversight; executive leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Charles P. Pizzi | 138,546 | <1% |
- Director stock ownership guidelines: ≥5x annual cash retainer; all non-employee trustees are in compliance .
- Anti-hedging and anti-pledging: Trustees prohibited from hedging or pledging company shares .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Pizzi oversees pay design, consultant independence (Pay Governance LLC), and alignment to operational and capital measures; Compensation Committee composed entirely of independent trustees; no interlocks or insider participation disclosed .
- Alignment and incentives: Director pay mix balances cash retainer with annual, fully vested equity; ownership guidelines and anti-hedging/pledging strengthen alignment and guard against misaligned risk-taking .
- Conflicts and related parties: Company discloses no related-party transactions involving Pizzi since Jan 1, 2024; Audit Committee reviews any related-party matters per charter, further mitigating risk .
- Tenure signal: Long tenure (since 1996) provides continuity but can raise entrenchment concerns; Board highlights ongoing refreshment and majority-independent structure under separate Chair/CEO model, with robust lead independent role and regular executive sessions—factors supportive of board effectiveness .
- Shareholder signals: Strong say-on-pay support (~90% “FOR” in 2024), suggesting investor confidence in compensation oversight led by the Compensation Committee .