James C. Diggs
About James C. Diggs
James C. Diggs (age 76) is Non‑Executive Chair of the Board and Independent Trustee at Brandywine Realty Trust (BDN), serving as a trustee since March 21, 2011 and as non‑executive Chair and Lead Independent Trustee since May 18, 2022 . He previously served as Senior Vice President and General Counsel at PPG Industries (1997–2010), Corporate Secretary (2004–2009), and earlier held senior legal roles at TRW Inc. and as an Assistant U.S. Attorney in Cleveland . He holds both a bachelor’s degree and J.D. from Case Western Reserve University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brandywine Realty Trust | Non‑Executive Chair; Independent Trustee | Trustee since 2011; Chair since 2022 | Chairs Executive Committee; board leadership and independent oversight |
| PPG Industries, Inc. | Senior VP & General Counsel; Corporate Secretary | 1997–2010; 2004–2009 | Legal and risk oversight; EHS and regulatory expertise |
| TRW Inc. | Vice President & Assistant General Counsel | Not disclosed | Complex regulatory and corporate legal experience |
| U.S. Department of Justice | Assistant U.S. Attorney (Cleveland) | Not disclosed | Litigation, enforcement, and compliance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allegheny Technologies | Board Member | 2001–2024 | Prior public company directorship; no apparent BDN conflict given distinct industry |
Board Governance
- Independence: Board affirmatively determined Mr. Diggs is independent under NYSE and BDN Corporate Governance Principles .
- Board leadership: Serves as Chair and Lead Independent Trustee; presides over executive sessions, sets agendas, and is available for shareholder communications .
- Committee assignments (2024 actual and post‑meeting expected):
| Committee | 2024 Membership | 2024 Meetings | Expected Post‑Meeting Membership |
|---|---|---|---|
| Audit | Not a member | 11 | Not a member |
| Compensation | Not a member | 7 | Not a member |
| Corporate Governance | Not a member | 3 | Not a member |
| Executive | Chair | Not stated | Chair |
- Attendance and engagement: Board held 6 meetings in 2024; each incumbent trustee attended at least 75% of aggregate Board and committee meetings; all incumbent trustees attended the May 23, 2024 annual meeting and nominees are expected to attend 2025 .
- Executive sessions: Regular executive sessions of independent trustees are held; Chair/Lead Independent Trustee presides .
- Oversight: Board and Audit Committee oversee financial integrity, risk (including cybersecurity), related party transactions; Corporate Governance Committee oversees ESG and board evaluations .
Fixed Compensation
| Component | 2024 Structure | 2024 Diggs Actual | 2025 Structure (Approved) |
|---|---|---|---|
| Annual cash retainer | $45,000 (cash or shares) | Included in $168,000 cash fees | $75,000 (cash or shares) |
| Equity grant | $115,000 fully‑vested shares (valued at meeting close; $4.59 on May 23, 2024) | $115,000 shares | $115,000 fully‑vested shares |
| Chair fees | Board Chair $75,000 cash | Included in $168,000 cash fees | Board Chair $75,000 cash |
| Meeting fees | $1,500 per Board & per Committee meeting | Included in $168,000 cash fees | Eliminated; replaced with committee annual fees |
| Committee chair/member fees | Audit Chair $20k; Comp Chair $15k; Gov Chair $15k | N/A (not a committee chair in 2024) | Audit Chair $37k; members $12k; Comp Chair $24k; members $9k; Gov Chair $21k; members $6k |
| Total 2024 | — | $283,000 (cash $168,000; shares $115,000) | — |
- Deferred compensation: Trustees may defer base and certain fees into the Deferred Compensation Plan; reimbursements for reasonable education programs .
Performance Compensation
- No performance‑conditioned director compensation disclosed; trustee annual equity awards are fully vested at grant and not tied to performance metrics .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no member is/was an officer of BDN; no executive serves on boards where BDN executives sit on compensation committees |
| Proxy access & shareholder rights | Proxy access (3%/3 years; 2 or 25% cap), special meeting rights, majority voting, no poison pill; opt‑out of MUTA/Business Combination Act |
Expertise & Qualifications
- Legal and risk oversight; complex regulatory; environment, health and safety; financial reporting and controls; executive leadership; corporate/community experience .
- Education: Bachelor’s and J.D., Case Western Reserve University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James C. Diggs | 124,218 | <1% | Trustee stock ownership guidelines: 5× annual cash retainer; all non‑employee trustees in compliance |
| Anti‑hedging/anti‑pledging | Prohibited for trustees and executives | — | Insider trading policy and Rule 10b5‑1 controls |
Governance Assessment
- Strengths: Independent Chair/Lead Independent Trustee role with robust responsibilities ; long tenure with deep legal/regulatory expertise ; strong governance framework (majority voting, executive sessions, proxy access, anti‑hedging/pledging) ; consistent attendance ; clear committee separation and independence .
- Alignment: Director pay mix includes meaningful equity ($115k) and ownership guideline compliance; no performance‑gaming via meeting fees in 2025 (simplified retainer + committee fees) .
- Conflicts/Related party: No related party transactions involving Diggs disclosed; Audit Committee oversees related party reviews; only noted relationships involve CEO family employment with independent board review—no tie to Diggs .
- Shareholder signals: 2024 say‑on‑pay received ~90% approval, supporting compensation governance more broadly .
- Red flags: None disclosed for Diggs—no pledging/hedging; no interlocks; independence affirmed .