H. Richard Haverstick, Jr.
About H. Richard Haverstick, Jr.
Independent Trustee of Brandywine Realty Trust (BDN) since 2016; age 72. Former Ernst & Young LLP (EY) senior leader with nearly 40 years at the firm, and extensive board leadership in healthcare and academia. Holds a B.S. in Business Administration from Temple University’s Fox School of Business; designated an “audit committee financial expert.” Independence affirmed by the Board under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Managing Partner (Philadelphia Office); Global Financial Services Partner; Mid-Atlantic/Southeast Region banking leader; Mid-Atlantic HR Partner-in-Charge | ~40 years | Led major client service and practice leadership; deep financial reporting, controls, and risk management expertise |
| Jefferson Health & Thomas Jefferson University | Emeritus Trustee; Former Chair of Board; Interim CEO (Jefferson Health); President (Thomas Jefferson University) | Not disclosed | Institutional governance and executive leadership during transitions; healthcare oversight |
| Greater Philadelphia civic organizations | Board roles across Chamber of Commerce, CEO Council for Growth, Bar Foundation, Red Cross, Arts & Business Council, etc. | Not disclosed | Community engagement; public policy interface |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University Fox School of Business | Chair, Board of Visitors | Not disclosed | Academic advisory leadership |
| Temple University Accounting Department | Chair, Advisory Board | Not disclosed | Accounting program oversight |
| Actua Corporation | Trustee; Audit Committee member (prior) | Not disclosed | Public company oversight; audit committee service (prior) |
| BMT Investment Fund | Trustee; Audit Committee member (prior) | Not disclosed | Investment oversight (prior) |
| Global Beta ETF Series of Funds | Trustee; Audit Committee member (prior) | Not disclosed | Fund governance; audit committee (prior) |
No additional current public company directorships disclosed beyond BDN .
Board Governance
- Committees: Audit Committee Chair; Corporate Governance Committee Chair; not on Compensation; Board Chair/Lead Independent Trustee is James C. Diggs; CEO is Gerard H. Sweeney .
- Audit Committee expertise: Haverstick and Dr. Lau designated “audit committee financial experts” .
- Independence: Affirmed under NYSE and company Corporate Governance Principles; all committee members independent .
- Attendance: Board held 6 meetings in 2024; every incumbent Trustee attended at least 75% of Board and committee meetings; all Trustees attended the May 23, 2024 annual meeting; non-management executive sessions held regularly .
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Non-management executive sessions | 2 |
| Informational sessions with CEO | 7 |
| Annual meeting attendance | All incumbent Trustees attended (May 23, 2024) |
| Independence status | Independent (Board determination) |
| Committee Assignments | 2024 Role | Post-2025 Annual Meeting Role | 2024 Committee Meetings |
|---|---|---|---|
| Audit | Chair | Chair | 11 |
| Corporate Governance | Chair | Chair | 3 |
| Compensation | Member? No | Member? No | 7 (committee total) |
| Executive | Member? No | Member? No | n/a |
Fixed Compensation
- Structure (2024): Annual cash retainer; per-meeting fees; committee chair fees; annual equity grant in fully-vested common shares .
- Structure (2025 update): Per-meeting fees eliminated; higher base retainer; explicit chair/member fees by committee; equity grant remains .
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer, meetings, chair fees) | $107,000 | Includes $1,500 per Board/committee meeting; Audit Chair $20k; Governance Chair $15k; Board Chair $75k (for Diggs); per trustee schedule |
| Equity grant (fully-vested shares) | $115,000 | Granted May 23, 2024 at closing price $4.59/share |
| Total | $222,000 | — |
| 2025 Trustee Compensation Schedule | 2025 Amount | Applicability to Haverstick |
|---|---|---|
| Annual base fee (cash or shares, trustee election) | $75,000 | Yes |
| Annual equity grant (fully-vested shares) | $115,000 | Yes |
| Audit Committee Chair fee | $37,000 | Yes (Chair) |
| Audit Committee member fee | $12,000 | No |
| Corporate Governance Chair fee | $21,000 | Yes (Chair) |
| Corporate Governance member fee | $6,000 | No |
| Compensation Committee Chair fee | $24,000 | No |
| Compensation Committee member fee | $9,000 | No |
| Board Chair fee | $75,000 | No |
Trustee stock ownership guideline: 5x annual cash retainer (five years to comply); all non-employee Trustees in compliance .
Performance Compensation
Directors do not receive performance-based incentives at BDN; equity grants to Trustees are fully-vested common shares (not RSUs/PSUs) determined by grant-date value and closing share price on the annual meeting date (e.g., $115,000 valued at $4.59/share on May 23, 2024) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None (no executive officers serving on other boards’ compensation committees and vice versa) .
- Related party transactions: None involving Haverstick disclosed; company policy requires Audit Committee review and independent Trustee approval; only noted relationships relate to CEO family employment, reviewed annually by independent Trustees .
Expertise & Qualifications
- Financial reporting, accounting, controls, and risk management expertise from EY leadership; qualifies as “audit committee financial expert.” Strength in governance, executive leadership, corporate/community experience; aligns with Audit and Governance chair roles .
- Board competencies cover accounting/financial, risk management, capital markets, sustainability, and executive leadership; Haverstick maps strongly to financial and risk oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| H. Richard Haverstick, Jr. | 105,703 | Less than 1% |
- Anti-hedging and anti-pledging policy applies to Trustees; prohibits hedging and pledging of company shares .
- Trustee ownership guideline compliance affirmed for all non-employee Trustees .
Governance Assessment
- Strengths: Dual chair roles (Audit and Governance) signal central oversight in financial integrity, risk management (incl. cybersecurity) and board processes; independence and audit expertise reinforce investor confidence . Attendance and engagement meet expectations; shareholder-friendly practices include majority voting, proxy access, opt-out of MUTA, regular executive sessions, and share ownership requirements .
- Alignment: Receives a balanced cash/equity director package with clear, disclosed fee schedules; equity is fully vested stock, improving alignment without complex metrics; meets ownership guidelines; hedging/pledging banned .
- Potential watch items: Company-level legacy excise tax gross-up for CEO in change-of-control (grandfathered) remains; not attributable to director-level policies, but noted as a shareholder-unfriendly term historically. Say-on-pay support was ~90% in 2024, indicating overall investor acceptance of pay practices .
- Conflicts/related party: No related party transactions or interlocks involving Haverstick disclosed; independence affirmed; Audit Committee oversees related party transactions per charter .