Reginald DesRoches
About Reginald DesRoches
Reginald DesRoches, age 57, has served as an independent Trustee of Brandywine Realty Trust since 2021. He is President of Rice University (appointed July 1, 2022), previously serving as Provost (2020), Dean of Engineering at Rice, and Chair of Civil & Environmental Engineering at Georgia Tech; he holds a B.S. in Mechanical Engineering and a Ph.D. in Civil Engineering from UC Berkeley, is a member of the National Academy of Engineering, and sits on the board of Texas Instruments (Nasdaq: TXN) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice University | President | Appointed July 1, 2022 | Chief administrative officer overseeing 7,500 students, 7 schools, 700+ faculty |
| Rice University | Provost | 2020–2022 | University-wide academic leadership |
| Rice University | Dean of Engineering | Not disclosed | Executive academic leadership (George R. Brown School of Engineering) |
| Georgia Tech | Chair, Civil & Environmental Engineering | Not disclosed | Department leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Instruments (TXN) | Director | Not disclosed | Public company directorship |
| NHERI Simulation Center | Advisory Board Chair | Not disclosed | Natural Hazards Engineering Research Infrastructure |
| Halliburton Labs Clean Energy Accelerator | Advisory Board Member | Not disclosed | Clean energy innovation advisory role |
| ASCE; Structural Engineering Institute | Fellow | Not disclosed | Professional recognition |
Board Governance
- Independence: Board affirmatively determined DesRoches is independent under NYSE standards and company principles .
- Committee assignments: Member, Compensation Committee (co-signed Committee report); not listed as an Audit Committee member (Audit Committee report signed by Haverstick (Chair), Diggs, Lau) .
- Committee chairs: Not a chair; Haverstick chairs Audit; Pizzi chairs Compensation; Corporate Governance Chair expected to be Haverstick post-annual meeting .
- Attendance: In 2024, the Board held 6 meetings; each incumbent Trustee attended at least 75% of aggregate Board and committee meetings. All incumbents attended the May 23, 2024 annual meeting .
- Engagement: Independent Trustees hold regular executive sessions; Board maintains a Lead Independent Trustee (Diggs) and robust shareholder rights (proxy access; no poison pill; right to call special meetings) .
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Cash fees | $79,500 | Aggregate cash for Board/committee service, incl. per-meeting fees |
| 2024 | Share award | $115,000 | Fully-vested common shares granted May 23, 2024, valued at $4.59 per share on grant date |
| 2024 | Total | $194,500 | Sum of cash and share award |
2025 Trustee Compensation Schedule (structure applicable to non-employee Trustees; individual totals depend on committee memberships):
- $75,000 annual base in cash or shares (Trustee election) .
- $115,000 annual share award (valued at closing price on annual meeting date) .
- Committee fees: Audit Chair $37,000; Audit member $12,000; Compensation Chair $24,000; Compensation member $9,000; Corporate Governance Chair $21,000; Corporate Governance member $6,000; Board Chair $75,000 .
Performance Compensation
| Category | Status |
|---|---|
| Director performance-linked metrics | None disclosed; director equity grants are fully-vested shares without performance hurdles |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Assessment |
|---|---|---|
| Texas Instruments (TXN) | Director | TXN is a semiconductor company; BDN is an office REIT. No related-party transactions involving Trustees >$120,000 disclosed since Jan 1, 2024. Low direct business interlock risk based on disclosures . |
Expertise & Qualifications
- Technical and risk expertise: Recognized research record; National Academy of Engineering member; expertise spans risk management, technology, sustainability, executive leadership and operations .
- Board skills matrix: The Board lists DesRoches with strengths in commercial real estate, risk management, business administration/operations, governmental/regulatory affairs, marketing/sales, executive leadership/talent, sustainability/CSR, and technology .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Reginald DesRoches | 71,802 | <1% | As of March 20, 2025 |
Ownership Alignment and Policies:
- Stock ownership guidelines: Non-employee Trustees must own shares equal to at least 5× annual cash retainer within five years; each non-employee Trustee is in compliance .
- Hedging/pledging: Trustees are prohibited from hedging or pledging company shares under the insider trading policy .
Governance Assessment
- Committee role and effectiveness: Participation on the Compensation Committee (7 meetings in 2024) indicates active oversight of pay, risk in compensation programs, and use of independent consultants (Pay Governance LLC), supporting governance quality .
- Independence and attendance: Affirmed independent; group attendance threshold met; presence at annual meeting supports engagement .
- Ownership alignment: Beneficial ownership and compliance with stringent 5× retainer guidelines, plus anti-hedging/pledging policy, align incentives with shareholders .
- RED FLAGS: None disclosed specific to DesRoches. The proxy reports no related-party transactions involving Trustees (> $120,000), and compensation committee interlocks are explicitly negated (no officers serve on boards where BDN executives sit) .
- Shareholder signals: 2024 say-on-pay received ~90% support, indicating broad approval of compensation governance; robust shareholder rights (proxy access; no poison pill) further enhance investor confidence .