Thomas E. Wirth
About Thomas E. Wirth
Thomas E. Wirth (age 61) is Executive Vice President and Chief Financial Officer of Brandywine Realty Trust, a role he has held since March 2014. He previously served as EVP, Portfolio Management & Investments from December 2009 to March 2014, and earlier held senior finance roles at Feldman Mall Properties and SL Green Realty; earlier career roles include United Waste Systems and 10 years at Ernst & Young. He holds a B.A. in Business Management and Accounting from Gettysburg College . As context for pay-for-performance, Brandywine’s 2022–2024 PSU cycle paid at 74% of target on the back of a -41.4% three-year TSR (37th percentile vs FTSE NAREIT Equity Office Index ex-BDN), and the 2024 corporate scorecard achieved a 130% formulaic outcome but payouts were discretionarily capped at 100% of target for Wirth and most NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brandywine Realty Trust | EVP & CFO | Mar 2014–present | Oversees finance, capital allocation, portfolio initiatives |
| Brandywine Realty Trust | EVP, Portfolio Management & Investments | Dec 2009–Mar 2014 | Directed portfolio mgmt., acquisitions/dispositions, JV and construction financing strategy |
| Feldman Mall Properties, Inc. | President (2007–2009) and CFO | 2004–2009 | Led finance and company operations at a public retail REIT |
| SL Green Realty Corp. | VP Finance; then CFO | 1997–2004 | Senior finance leadership at office REIT |
| United Waste Systems, Inc. | VP Financial Reporting & Analysis | n/a | Corporate reporting/analysis leadership |
| Ernst & Young LLP | Various roles incl. Senior Manager | 10 years | Audit/assurance and advisory experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NAREIT | Member | n/a | Industry involvement |
| The Philadelphia Police Foundation | Board member | n/a | Community/non-profit board |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $466,667 | $469,000 | $469,000 |
| Target Annual Incentive (% of Salary) | n/a | n/a | 100% |
| All Other Compensation ($) | $5,490 | $5,490 | $10,350 |
Notes
- 2024 base salaries unchanged vs 2023 for Wirth; salary grid disclosed by Compensation Committee .
- “All Other Compensation” for 2024 reflects $10,350 401(k) match; no perquisites provided to NEOs per best practices .
Performance Compensation
Annual Incentive (Cash)
- Structure: 50% operations & leasing; 50% capital investments & balance sheet; 2024 scorecard achieved 130% formulaic outcome; Committee discretion capped payouts at default 100% (Wirth paid 100% of target) .
- 2024 Payouts (Wirth): Target $469,000; Formulaic $609,700; Actual $469,000 (100% of target) .
| Name | 2024 Target ($) | 2024 Formulaic ($) | 2024 Approved ($) | % of Target |
|---|---|---|---|---|
| Thomas E. Wirth | $469,000 | $609,700 | $469,000 | 100% |
Long-Term Incentives (Equity)
- 2024 LTI mix: 50% PSUs, 50% RSUs (shift from prior 2/3 PSUs to 50/50 to enhance retention; outperformance modifier on RSUs increased max to 275%) .
- 2024 PSU design: Earned 75% on leasing activity and 25% on same-store NOI each of 2024–2026; final payout ±20% TSR modifier vs FTSE NAREIT Equity Office Index ex-BDN; per-year performance tranches (one-year goals) with 3-year TSR modifier .
- 2024 RSU vesting: Generally 3 equal installments over 3 years; dividend equivalents paid; includes “outperformance” feature (FFO growth 25%, total capital markets activity 75%) that can increase shares up to 275% over 2024–2026 .
2024 Grants to Wirth (Grant Date: 2/26/24)
| Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024 tranche) | 20,160 | 50,399 | 120,957 | $220,244 |
| RSUs | n/a | 151,198 | n/a | $618,400 |
Additional 2024 award valuation context: RSU grant FV priced at $4.09; PSU FV priced at $4.37 using Monte Carlo; only 1/3 of the 2024 PSU target had a 2024 accounting grant date (remaining tranches grant in 2025/2026 upon goal-setting) .
Multi-Year Realized/Reported Compensation (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $466,667 | $469,000 | $469,000 |
| Share Awards (RSUs/PSUs) | $1,260,164 | $1,202,281 | $838,644 |
| Non-Equity Incentive Compensation | $502,000 | $490,000 | $469,000 |
| All Other Compensation | $5,490 | $5,490 | $10,350 |
| Total | $2,234,321 | $2,166,771 | $1,786,994 |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (3/20/2025) | 698,187 common shares; <1% of outstanding |
| Ownership guideline (CFO category) | Lesser of: 75% of equity awarded in prior 60 months (net of tax withholding) OR shares valued at ≥4× base salary; compliance confirmed for all executives |
| Hedging/Pledging | Prohibited by policy; Rule 10b5-1 plans permitted with cooling-off periods |
Vested vs. Unvested and Vesting Pipeline
- Options: None outstanding for Wirth (0 exercisable; 0 unexercisable) .
- Unearned performance and outperformance shares at 12/31/2024: 426,994 shares (hypothetical payout value $2,391,166 at $5.60) .
- 2024 shares vested/treated as vested (retirement eligibility): 191,068 shares; value realized $1,415,077; RSUs granted in 2024 became non-forfeitable upon retirement eligibility (delivery deferred until separation or scheduled vest dates) .
Vesting schedule (selected unearned awards as of 12/31/2024):
| Award | Shares (#) | Vesting / Settlement |
|---|---|---|
| 2023–2025 PSU | 122,933 | End of performance period 12/31/2025 (employment condition applies; retirement rules may apply) |
| 2024–2026 PSU | 105,838 | End of performance period 12/31/2026 (employment condition applies; retirement rules may apply) |
| 2023 Outperformance (RSU modifier) | 103,724 | 50% on 01/01/2026; 50% on 01/01/2027 |
| 2024 Outperformance (RSU modifier) | 94,499 | 50% on 01/01/2027; 50% on 01/01/2028 |
Policy details: RSUs generally vest in equal annual installments on April 15 of the first, second, and third years following grant; due to retirement eligibility in 2024, certain RSUs became non-forfeitable in 2024 with share delivery deferred to separation or scheduled vesting dates . Qualifying Retirement = age ≥57 and ≥15 years service; all NEOs meet conditions; treatment summarized in “Vesting and Forfeiture Provisions” .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control (CIC) agreements (non-CEO NEOs) | Double-trigger within 730 days post-CIC; cash severance = 2×(base salary + greater of last bonus paid or target bonus); additional benefit coverage; equity treatment per award agreements . |
| Potential payments if terminated on 12/31/2024 (Wirth) | CIC + qualifying termination: Severance $1,918,000; Unvested equity $3,438,365; Medical/Life $28,680; Total $5,385,045 (no tax gross-up) . |
| Other termination scenarios (Wirth) | Retirement: Equity $1,397,602; Total $1,397,602. Death: Equity $2,259,520; Total $2,259,520. Disability: Equity $1,633,633; Total $1,633,633 . |
| Clawback | Dodd-Frank Section 954-compliant clawback policy adopted Oct 2, 2023; recovery of erroneously awarded incentive comp on restatement regardless of misconduct; legacy clawback agreements also in place . |
| Hedging/Pledging | Prohibited; 10b5-1 trading plans permitted with cooling-off and window restrictions . |
| Perquisites | None for NEOs per compensation best practices . |
| Deferred Compensation | Executives may defer salary/bonus/equity; 15% company match on portion of annual incentive deferred >25% into Company Share Fund, invested in Company Share Fund; no general matching except limited 401(k) make-up . |
Compensation Structure Analysis
- Mix shift enhances retention: 2024 LTI moved to 50% RSUs / 50% PSUs (from more PSU-heavy), and RSU outperformance cap increased to 275%, signaling an emphasis on retention and balance sheet/FFO-driven operating execution amid office REIT macro headwinds .
- Annual incentive discretion: Despite a 130% formulaic scorecard, payouts were capped at 100% of target for Wirth, indicating downward discretion aligned with market realities and shareholder optics .
- Benchmarking and peer group: Committee aims near median of an office REIT peer set; no rigid benchmarking; 2024 peer group includes Kilroy, Hudson Pacific, Highwoods, Cousins, Paramount, Piedmont, Orion, etc. .
- Say-on-Pay support: ~90% approval in 2024, suggesting investor acceptance of program design .
- No repricing, hedging, pledging, or new excise tax gross-ups; clawback in force .
Performance & Track Record
- 2022–2024 PSU outcome: rTSR -41.4% at 37th percentile led to 74% of target payout for PSUs; Wirth earned 43,504 units for the 2022–2024 cycle .
- 2024 Operating Scorecard: Achieved 130% formulaic performance on a 50/50 operations/leasing and capital/balance sheet scorecard, but payouts discretionarily limited to target (Wirth at 100%) .
Investment Implications
- Alignment and operating focus: Wirth’s LTI is tied to tangible operating metrics (leasing activity and SSNOI) with a rTSR modifier, and RSUs include an outperformance feature tied mostly to balance sheet activity—tilting incentives toward near-term operating execution and balance sheet management over pure TSR beta in a challenged office market .
- Retention risk vs. supply overhang: Retirement eligibility and the size of unearned performance awards (426,994 shares at 12/31/2024; value $2.39M at $5.60) create a meaningful vesting pipeline. While RSUs became non-forfeitable in 2024 due to retirement eligibility, delivery is deferred to separation or scheduled vest dates, which can produce periodic share deliveries but mitigates immediate selling pressure; option overhang is minimal (none for Wirth) .
- Change-in-control economics: Double-trigger CIC payout of ~$5.39M (severance + equity + benefits) provides downside protection but lacks excise tax gross-up—balanced by robust clawback and anti-hedging policies; overall terms are standard for REIT CFOs and should not unduly distort risk-taking .
- Governance and shareholder sentiment: Strong 2024 say-on-pay (~90%) and explicit prohibitions on hedging/pledging support alignment; discretionary cap on 2024 bonuses signals responsiveness to sector conditions and investor optics .
Overall, Wirth’s pay mix, vesting pipeline, and CIC terms align incentives toward operating improvements and balance sheet stewardship, with retention features elevated for stability in a difficult office REIT backdrop; TSR underperformance in 2022–2024 remains a watch item as future PSU tranches and outperformance features run off .