Joan Lau
About Joan Lau
Independent Trustee of Brandywine Realty Trust (BDN). Age 54; elected December 6, 2022, effective February 1, 2023 . CEO of Spirovant Sciences (co-founded 2016 and continues as CEO) and co‑founder/partner of Militia Hill Ventures (since 2013) . Education: MBA (Wharton School), PhD in Medical Neuroscience (University of Cincinnati College of Medicine), BSE in Bioengineering (University of Pennsylvania) . Determined independent by the Board; qualified “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Spirovant Sciences Inc. | Chief Executive Officer | 2016–present | Co‑founded Talee Bio in 2016 (renamed Spirovant); continues as CEO |
| Militia Hill Ventures | Co‑founder & Partner | Since 2013 | Builds innovative life science entities |
| Renovacor, Inc. | Director (prior) | Not disclosed | Prior public/director role; dates not disclosed |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| Philadelphia Orchestra and Kimmel Center, Inc. | Director | Non‑profit cultural | Not disclosed |
| Rockwell Medical | Director | Company (public status not disclosed in proxy) | Not disclosed |
| RiboNova Inc. | Director | Company | Not disclosed |
| University of Pennsylvania | Trustee | Academic | Not disclosed |
Board Governance
| Year | Audit Committee | Compensation Committee | Corporate Governance Committee | Executive Committee | Notes |
|---|---|---|---|---|---|
| 2024 | Member (Audit Committee Report signatory) | Chair (7 meetings) | Not disclosed as member | Not disclosed as member | Audit Committee financial expert |
| 2025 (expected) | Member | Chair | Not disclosed as member | Not disclosed as member | — |
| Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Non‑management executive sessions | 2 |
| Each incumbent trustee attendance rate | ≥75% of aggregate Board + committee meetings |
| Annual meeting attendance | All incumbent trustees attended May 23, 2024 annual meeting |
Governance structure highlights: independent Board leadership; robust ownership requirements; anti‑hedging/anti‑pledging policies; regular executive sessions; majority voting in uncontested elections .
Fixed Compensation
| Component | 2024 (Joan Lau) |
|---|---|
| Fees earned or paid in cash ($) | $99,000 |
| Share awards ($) | $115,000 (fully vested common shares granted May 23, 2024) |
| Total ($) | $214,000 |
| Component | 2024 Policy | 2025 Policy |
|---|---|---|
| Base annual fee (cash or shares) | $45,000 | $75,000 |
| Annual equity award (fully vested common shares) | $115,000 | $115,000 |
| Board per‑meeting fees | $1,500 per meeting | Eliminated |
| Committee member per‑meeting fees | $1,500 per meeting | Replaced by annual member fees (Audit $12,000; Comp $9,000; Gov $6,000) |
| Compensation Committee Chair annual fee | $15,000 | $24,000 |
| Audit Committee Chair annual fee | $20,000 | $37,000 |
| Corporate Governance Chair annual fee | $15,000 | $21,000 |
| Board Chair annual fee | $75,000 | $75,000 |
Trustee stock ownership guidelines: 5× annual cash retainer within 5 years; each non‑employee trustee is in compliance .
Performance Compensation
Director equity grants are fully vested common shares (no performance metrics for director awards). In 2025, non‑employee trustee annual awards continue as fully vested common shares equal to $115,000 divided by the meeting‑date closing price; made under the Amended Plan if approved (or under the 2023 Plan if not) . 2024 director share awards were fully vested common shares valued at $115,000 on grant date (May 23, 2024) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation (no BDN officers on other companies’ compensation committees with reciprocal ties) .
- Related party transactions: None involving Dr. Lau reported since January 1, 2024 (Audit Committee reviews; threshold >$120,000) .
Expertise & Qualifications
- Skills cited by the Board: accounting and financial; risk management; mergers and acquisitions; business administration and operations; governmental and regulatory affairs; marketing and sales; capital deployment and capital markets; executive leadership and talent development; tenant and customer perspective; sustainability and corporate responsibility; and technology .
- Audit Committee financial expert designation (with Haverstick) .
Equity Ownership
| Metric | As of March 20, 2025 |
|---|---|
| Common shares beneficially owned | 56,219 |
| Percent of outstanding | Less than 1% |
| Ownership guideline requirement | 5× annual cash retainer within 5 years; each non‑employee trustee compliant |
| Hedging/pledging of BDN stock | Prohibited by policy for trustees/officers/employees |
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair and Audit Committee member, Lau directly oversees executive pay design, risk alignment, and financial/cyber oversight; Audit Committee report signatory underscores active participation . Independence affirmed; Audit/Comp/Governance committees composed exclusively of independent trustees .
- Attendance and diligence: Board held 6 meetings; each incumbent trustee attended ≥75% of aggregate Board + committees; all attended the annual meeting; independent trustees held 2 executive sessions, reinforcing independent oversight .
- Pay‑for‑performance oversight signals: Strong 2024 say‑on‑pay support (~90% approval), use of independent consultant (Pay Governance), clawback policy, ownership guidelines, and no excise tax gross‑ups or option repricing reflect shareholder‑friendly posture .
- Alignment and skin‑in‑the‑game: Director equity awarded annually in common shares; ownership guideline compliance; anti‑hedging/anti‑pledging policy reduces misalignment risk .
- Conflicts and related‑party exposure: No related‑party transactions involving Lau disclosed; Audit Committee oversees related‑party reviews. Notably, CEO family employment is annually reviewed and approved by independent trustees, evidencing process rigor .
RED FLAGS: None identified for Dr. Lau in proxy disclosures (no related‑party transactions, hedging/pledging prohibited, independence affirmed) . Cybersecurity incident in May 2024 was overseen by Audit Committee with enhanced protocols—positive governance responsiveness rather than a director‑specific red flag .