Shawn Neuman
About Shawn Neuman
Senior Vice President, General Counsel and Secretary of Brandywine Realty Trust (BDN) since March 2020; age 45. Previously General Counsel and Secretary of Liberty Property Trust (served on its Investment Committee), and an attorney (2004–2012) at leading firms including Cozen O’Connor; J.D. NYU School of Law; B.S. Finance, University of Florida . During his tenure, BDN executed material financings (e.g., $400M 5-year unsecured bond in April 2024) and delivered key projects (3151 Market St. in Philadelphia; Solaris House in Austin), while operating under sectoral headwinds reflected in TSR outcomes of -44.5% for 2021–2023 (30th percentile) and -41.4% for 2022–2024 (37th percentile) . Say‑on‑pay support was ~90% in 2024, indicating broad investor acceptance of the program framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brandywine Realty Trust | SVP, General Counsel & Secretary | Mar 2020–present | Oversees all legal aspects of real estate, public company governance, corporate affairs and capital markets; attesting officer on financing documents; furnished underwriter legal opinions in offerings |
| Liberty Property Trust | General Counsel & Secretary | Not disclosed (prior to 2020; through merger into Prologis) | Oversaw legal for real estate, public company governance, corporate affairs and capital markets; member of Investment Committee |
| Cozen O’Connor and other firms | Attorney/Member (Real Estate) | 2004–2012 | Represented developers and institutional owners in complex acquisitions, dispositions, leasing, developments, JVs and financings |
External Roles
| Organization | Role | Years |
|---|---|---|
| NAIOP | Member | Not disclosed |
| NAREIT | Member | Not disclosed |
Fixed Compensation
BDN executive pay structure (company program applies to executive officers; Neuman is not an NEO and individual dollar amounts are not disclosed):
- Elements: base salary, annual cash incentive tied to operational/strategic goals, and long-term incentives (equity) .
- No perquisites for executive officers .
- Deferred compensation plan allows deferral of salary/bonus/equity; if >25% of annual incentive is deferred into the Company Share Fund, a 15% match applies on the excess (match itself invested in the Company Share Fund) .
- Share ownership requirements: for executives including the General Counsel, minimum ownership within five years equals the lesser of 75% of net shares granted over 60 months or shares valued at ≥4x base salary; all executive officers are in compliance .
Performance Compensation
2024 annual incentive scorecard (corporate framework):
- Categories and weights: Operations 20%; Leasing 30%; Capital/Balance Sheet 50% .
- Formulaic outcome was 130% of target; Compensation Committee exercised discretion to limit default payout to 100%, with individual NEO payouts 90–100% of target (policy signal for moderation despite formulaic overachievement) .
Key 2024 scorecard components and results:
| Category | Selected metric(s) | Weight | Outcome vs target |
|---|---|---|---|
| Operations | FFO; CAD | 20% | 91% of target for both FFO and CAD sub-metrics (weighted achievement 18.2%) |
| Leasing | Spec revenue; Year‑end leased; Revenue‑maintaining capex | 30% | Spec revenue and Year‑end leased at 175% of target; capex at ~99% (weighted achievement 63.1%) |
| Capital/Balance Sheet | Aggregate investment/financing; Asset sales; Net Debt/EBITDA; Interest coverage | 50% | Two metrics at 175%; Net Debt/EBITDA at 88%; Interest coverage at 100% (weighted achievement 67.26%) |
Long-term incentives (2024 design):
- 50% RSUs vesting ratably over three years, with an outperformance modifier (FFO growth 25%, total capital market activity 75%) that can increase the original RSU award up to 275%; any additional shares earned vest 50% on Jan 1, 2027 and 50% on Jan 1, 2028 (waived on death/disability/qualifying retirement) .
- 50% PSUs earned 75% on leasing activity and 25% on GAAP same‑store NOI growth, averaged over 2024–2026, with final payout adjusted ±20% by relative TSR vs FTSE NAREIT Equity Office Index (ex‑BDN) .
Program governance and risk controls:
- Clawback policy adopted Oct 2, 2023 (Dodd‑Frank/NYSE compliant) allows recoupment of erroneously awarded incentive pay on restatement, regardless of misconduct .
- Annual compensation risk review; use of independent consultant (Pay Governance) .
Equity Ownership & Alignment
| Policy/Guideline | Details |
|---|---|
| Executive share ownership | For the General Counsel role, required ownership within five years equals the lesser of 75% of net shares granted in prior 60 months or shares valued at ≥4x base salary; all executive officers are in compliance . |
| Anti‑hedging/anti‑pledging | Executives and trustees are prohibited from hedging and from pledging BDN shares as collateral . |
| 10b5‑1 plan discipline | New/amended plans only in open windows; trades by executive officers subject to a cooling‑off period (later of 90 days after adoption or two business days post‑quarterly disclosure; max 120 days) . |
| Deferred compensation | Ability to defer comp; 15% match on bonus deferrals above 25% into Company Share Fund under the plan . |
| Disclosure of Neuman’s holdings | Neuman is not a named executive officer; individual beneficial ownership totals were not itemized in the proxy’s Security Ownership table (group compliance noted) . |
Employment Terms
| Term | Company disclosure (applies to executive officers unless noted) |
|---|---|
| Start date (Neuman) | Joined March 2020 as SVP, General Counsel & Secretary . |
| Change‑in‑control (CIC) severance | For executive officers (other than the CEO): double trigger; if CIC and qualifying termination/resignation for good reason within 730 days, cash severance equals 2x (base salary + greater of last paid or target bonus) . |
| CEO CIC terms (context) | CEO has a separate employment agreement (2007) with 2.99x multiple and excise tax gross‑up; policy otherwise prohibits new gross‑up arrangements . |
| Equity treatment on CIC | Awards generally continued/assumed; if not, time‑based vesting deemed satisfied and performance‑based at target or achieved level; RSUs may be converted to cash/substitute property; options/SARs cashed‑out or canceled if underwater . |
| Clawback | Restatement‑based recoupment policy adopted Oct 2, 2023 . |
| Perquisites | None for executive officers . |
| Non‑compete/non‑solicit | Not specifically disclosed for the General Counsel in the proxy; general plan “cause” definitions addressed in the LTIP . |
Performance & Track Record (context for role)
- Capital markets execution: BDN completed a $400M 5‑year unsecured bond issuance in April 2024; Neuman served as attesting officer and furnished legal opinions to underwriters in registered offerings and OP transactions in 2025, underscoring his role in financing/liquidity actions .
- Development delivery: 3151 Market Street (Philadelphia) and Solaris House (Austin) completed in 2024; Pennsylvania Radnor office completed and fully leased at delivery .
- TSR backdrop: 2021–2023 TSR of -44.5% (30th percentile) and 2022–2024 TSR of -41.4% (37th percentile) inform a compensation shift toward operating metrics and balance sheet strength .
Investment Implications
- Alignment strong; risk controls robust: 4x‑salary ownership guideline for the GC role, anti‑hedging/anti‑pledging, a Dodd‑Frank/NYSE‑compliant clawback, and double‑trigger CIC severance at 2x for executive officers together indicate good alignment and guardrails against undue risk‑taking .
- Retention and potential supply from vesting: RSUs vest over three years; any 2024 RSU outperformance shares would deliver in two tranches on Jan 1, 2027 and Jan 1, 2028, potentially creating scheduled insider selling windows subject to 10b5‑1 plans and blackout policies .
- Pay moderation despite over‑achievement: The 2024 corporate scorecard hit 130% formulaically, but payouts were capped at or near 100%—a shareholder‑friendly signal in a challenged office REIT backdrop .
- Execution focus in a tough cycle: Shift of PSUs to operating metrics (leasing, SSNOI) with a TSR modifier and RSU outperformance tied primarily to capital market activity emphasizes liquidity, balance sheet, and leasing execution—key value drivers in the current cycle .
Notes: Neuman is not a named executive officer; therefore, exact salary, target bonus, equity grant sizes, and individual ownership totals are not disclosed in the proxy. Program and policy details above apply to BDN executive officers generally and are cited from company filings.