H. Jeffrey DeVuono
Executive Vice President, Senior Managing Director, Life Sciences at BRANDYWINE REALTY TRUST
Executive
About H. Jeffrey DeVuono
H. Jeffrey DeVuono (age 59) is Executive Vice President, Senior Managing Director of Life Sciences and Regional Managing Director for Pennsylvania at Brandywine Realty Trust. He joined Brandywine in 1997 after roles at LCOR and Cushman & Wakefield; he holds a degree from LaSalle University . Company performance context: BDN reported 2024 FFO per diluted share of $0.85 and Cash Available for Distribution of $101.3M; same-store NOI declined 0.8% on a GAAP basis but rose 2.5% on a cash basis, and interest coverage was 2.3x . The 2022–2024 PSU cycle paid at 74% of target on relative TSR (company TSR −41.4% over the period), indicating pay-for-performance calibration in a challenged office REIT backdrop .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brandywine Realty Trust | EVP, Senior Managing Director, Life Sciences; Regional Managing Director, PA | 1997–present | Leads life sciences strategy (e.g., B+Labs conversions), PA regional operations; member of industry groups supporting market development . |
| LCOR (predecessor affiliation to Brandywine) | Asset management roles | Pre-1997 (years not disclosed) | Asset management experience aligned with urban/transit-oriented portfolio execution . |
| Cushman & Wakefield (Philadelphia) | Sales and leasing representative | Pre-1997 (years not disclosed) | Tenant-side leasing expertise supports leasing KPIs embedded in incentives . |
External Roles
| Organization | Role | Years |
|---|---|---|
| King of Prussia District | Board member; former Chairman | Not disclosed |
| Center City District | Board member | Not disclosed |
| University City District | Board member | Not disclosed |
| Professional memberships | CoreNet Global; NAREIT; NAIOP; LaSalle Univ. Rowing Stewards; Wharton Zell/Lurie Center | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 426,208 | 428,450 | 428,450 |
| Target bonus (% of salary) | 100% | 100% | 100% |
| Actual annual incentive ($) | 449,873 | 428,450 | 407,000 |
Notes:
- 2024 corporate scorecard achieved 130% formulaically; committee capped default payouts at 100% and set individual outcomes between 90–100%, with DeVuono at 95% of target .
Performance Compensation
2024 Annual Incentive Scorecard (Company-level)
| Category (weight) | Metric | Threshold | Target | Max | Actual | Payout as % of target |
|---|---|---|---|---|---|---|
| Operations (10%) | FFO ($/sh) | 0.80 | 0.90 | 1.00 | 0.84 | 91% |
| Operations (10%) | CAD ($/sh) | 0.55 | 0.63 | 0.75 | 0.58 | 91% |
| Leasing (10%) | Spec revenue ($M) | 23.5 | 24.0 | 25.0 | 26.4 | 175% |
| Leasing (10%) | Year-end leased (%) | 87.0 | 88.0 | 89.0 | 89.3 | 175% |
| Leasing (10%) | Rev. maintaining capex (% lease rev.) | 14.0 | 12.0 | 10.0 | 12.1 | 99% |
| Capital (12.5%) | Aggregate investment/financing ($M) | 350 | 400 | 450 | 711.2 | 175% |
| Capital (12.5%) | Assets sold ($M) | 50 | 80 | 110 | 298.2 | 175% |
| Capital (12.5%) | Net Debt/EBITDA (x) | 7.3 | 6.8 | 6.2 | 7.2 | 88% |
| Capital (12.5%) | Interest coverage (x) | 2.0 | 2.1 | 2.2 | 2.1 | 100% |
- Formulaic outcome 130%; committee applied discretion to 100% default; DeVuono paid 95% of target .
Long-Term Incentives
- 2024 mix: 50% PSUs; 50% RSUs with outperformance modifier (up to 225% for non-CEO NEOs), three-year framework; PSUs earned 75% on annual leasing activity and 25% on SSNOI growth, with ±20% TSR modifier vs FTSE NAREIT Equity Office Index components; RSUs vest ratably over 3 years, with additional outperformance shares subject to 50% delivery on 1/1/2027 and 50% on 1/1/2028 if earned .
- 2022–2024 PSU results: Company TSR ranked 37th percentile; PSUs paid at 74% of target (DeVuono earned 34,974 units) .
- 2022 RSU outperformance: FFO component 0%; aggregate investment activity earned 159.7% on its 50% weight; DeVuono earned 18,868 additional RSUs from this feature .
2024 Grants to DeVuono
| Award type | Grant date | Target/Granted | Grant-date FV ($) | Key terms |
|---|---|---|---|---|
| PSUs (2024 tranche 1/3) | 2/26/2024 | 39,961 target (15,984 threshold; 95,908 max) | 174,630 | Earn based on 2024 leasing activity and SSNOI; 3-year TSR modifier; settles 12/31/2026 . |
| RSUs (2024) | 2/26/2024 | 119,883 | 490,321 | Vest 1/3 on 4/15/2025, 4/15/2026, 4/15/2027; outperformance modifier can add up to 225% more shares (earned over 2024–2026; additional shares deliver 1/1/2027 and 1/1/2028) . |
Vesting Schedules and Potential Supply
| Award | Units | Contractual vest/delivery schedule |
|---|---|---|
| 2023–2025 PSUs (open) | 97,471 | Settle 12/31/2025 (performance-dependent) . |
| 2024–2026 PSUs (open) | 83,918 | Settle 12/31/2026 (performance-dependent) . |
| 2023 Outperformance (earned estimate basis) | 73,104 | 50% on 1/1/2026; 50% on 1/1/2027 . |
| 2024 Outperformance (threshold assumption basis) | 67,434 | 50% on 1/1/2027; 50% on 1/1/2028 . |
| 2024 RSUs (time-vest) | 119,883 | 4/15/2025; 4/15/2026; 4/15/2027 in equal parts (retirement-eligible awards are non-forfeitable but generally delivered on the original schedule or upon separation) . |
- Insider selling pressure considerations: hedging and pledging are prohibited; trading via 10b5‑1 plans allowed with cooling-off periods of 90–120 days, and trades restricted to open windows otherwise, moderating near-term sell pressure despite scheduled deliveries .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total beneficial ownership | 587,626 shares/units including 146,044 common shares, 264,477 non-forfeitable RSUs (62,762 due within 60 days), and 177,105 deferred comp share equivalents; less than 1% of outstanding . |
| Ownership guidelines | EVP/Senior MD requirement: lesser of 75% of equity awarded in past 60 months (net of tax withholding) or shares equal to 4x salary; all executives in compliance . |
| Hedging/pledging | Prohibited for executives; no pledging allowed . |
| Options | None outstanding for DeVuono; equity is primarily RSUs/PSUs . |
| Deferred compensation | Aggregate balance $2,962,784; 2024 earnings $299,115; plan allows Company Share Fund deferral with limited match on >25% bonus deferrals . |
Employment Terms
- Change-in-control economics (double trigger): If terminated without cause or resigns for good reason within 730 days post‑CIC, cash severance equals 2x (base salary + greater of last or target bonus); for DeVuono this modeled to $1,713,800 as of 12/31/2024 (base $428,450; target bonus 100%) .
- Equity on CIC/termination: Time-vested RSUs vest on qualifying CIC termination; PSUs settle based on plan terms (CIC settlement based on rTSR for 2024 awards); outperformance shares measured early upon CIC then time-based vest remains, waived upon qualifying termination; death/disability/qualifying retirement have tailored proration/accelerations as disclosed .
- Potential payouts (as of 12/31/2024): retirement—$1,094,153 (equity); death—$1,777,555 (equity); disability—$1,281,297 (equity); CIC + qualifying termination—$1,713,800 cash + $2,684,275 equity + $43,034 benefits = $4,441,109 total .
- Clawbacks: Individual agreements and Dodd‑Frank compliant policy adopted 10/2/2023 allow recoupment of erroneously awarded incentive comp after restatements regardless of misconduct .
- Insider trading/10b5‑1: Policy mandates open-window adoption, 90–120 day cooling-off, and public disclosures as required .
- Non-compete/non-solicit: Not specifically disclosed for DeVuono; CIC agreements focus on severance/benefits and equity treatment .
Compensation Structure Analysis
- Mix and trend: 2024 LTI shifted to 50/50 PSUs/RSUs (from prior heavier PSU mix) to enhance retention while keeping operating/TSR alignment; RSU outperformance max increased to 275% (CEO)/225% (other NEOs) to drive ambitious balance-sheet and growth outcomes .
- Metric rigor: 2024 corporate goals rewarded leasing momentum and capital recycling while capping payout discretion at 100%; DeVuono’s 95% payout indicates individual calibration below formulaic 130% in a difficult office cycle .
- 2025 updates: PSU design unchanged; RSU outperformance broadened to include rating agency upgrades, Net Debt/EBITDA, cumulative FFO, and total capital market activity (equal 25% weights), emphasizing deleveraging and liquidity as key levers .
Say-on-Pay & Governance
- Say-on-pay support ~90% in 2024 signals broad investor alignment with program design .
- Compensation Committee: Independent; advised by Pay Governance LLC, assessed for independence and conflicts; uses an office-REIT peer set for market context (no formulaic benchmarking) .
Investment Implications
- Alignment: Large un-forfeitable RSU holdings and explicit ownership guidelines align DeVuono with shareholders; hedging/pledging bans reduce alignment risk .
- Retention risk: All NEOs, including DeVuono, are “qualifying retirement” eligible (age ≥57 and 15+ years); RSUs remain non-forfeitable and PSUs/outperformance prorate on retirement, marginally elevating optionality to exit but also smoothing handover risk via proration .
- Selling pressure: Scheduled RSU deliveries (April 15 annually) and outperformance share installments (1/1/2026–2028) create identifiable supply windows, but corporate trading policies and cooling-off periods temper abrupt selling; absence of pledging/hedging further mitigates overhang risk .
- Performance levers: Incentive metrics emphasize leasing velocity, SSNOI growth, capital recycling, deleveraging (Net Debt/EBITDA), and interest coverage—signals that management comp is tied to balance sheet resilience and revenue durability, consistent with current office REIT priorities .