William D. Redd
Executive Vice President and Senior Managing Director for the Austin and Metro DC Regions at BRANDYWINE REALTY TRUST
Executive
About William D. Redd
William D. Redd (age 69) is Executive Vice President and Senior Managing Director for Brandywine Realty Trust’s Austin and Metro DC regions, responsible for leasing and marketing, asset management, acquisitions/dispositions, third‑party services, and property management. He joined Brandywine in 1999 (initially as VP of Richmond operations). He previously was a partner at Childress Klein (1988–1999) and worked at Trammell Crow (1985–1988). He holds a J.D. from the University of Virginia and a B.A. from Hampden‑Sydney College . Company performance context shaping incentives/payouts includes 2022–2024 TSR of -41.4% (37th percentile vs FTSE NAREIT Equity Office), which drove 2022–2024 PSU payouts at 74% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brandywine Realty Trust | Executive Vice President & Senior Managing Director (Austin & Metro DC) | Not disclosed (current) | Regional P&L leadership across leasing, asset mgmt, acquisitions/dispositions, third-party services, property ops |
| Brandywine Realty Trust | Vice President, Richmond operations | 1999–(subsequent promotions) | Launched/ran Richmond operations; platform leadership precursor to current multi‑region mandate |
| Childress Klein Properties | Partner | 1988–1999 | Development/leasing/asset mgmt at large private real estate firm (Charlotte HQ) |
| Trammell Crow Company | Professional | 1985–1988 | Early career in institutional real estate platform |
External Roles
| Organization | Role/affiliation | Years |
|---|---|---|
| Hill Country Conservancy | Board of Directors | Not disclosed |
| Opportunity Austin Economic Development Council | Member/leadership participant | Not disclosed |
| Real Estate Council of Austin | Member | Not disclosed |
| ULI Austin | Member | Not disclosed |
| VCU Real Estate Circle of Excellence | Member | Not disclosed |
| Greater Richmond Association of Commercial Real Estate | Member | Not disclosed |
| Richmond Real Estate Group | Member | Not disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 396,667 | 400,000 | 400,000 |
| Target bonus % of salary | — | — | 100% |
| Target annual incentive ($) | — | — | 400,000 |
| Actual annual incentive payout ($) | 400,000 | 380,000 | 360,000 (90% of target) |
| Total direct comp reported ($) | 1,747,955 | 1,675,464 | 1,391,143 |
| Share awards grant-date fair value ($) | 945,798 | 889,974 | 620,793 |
Notes:
- 2024 corporate scorecard achieved 130% formulaic, but payouts were discretionarily capped at 100% of target; Redd received 90% of target ($360,000) reflecting individual assessment .
Performance Compensation
Annual Incentive Plan (AIP) – framework and 2024 outcome
- 2024 scorecard: 50% operations/leasing; 50% capital investments & balance sheet; formulaic result 130%; payouts set at default 100% and then adjusted by individual performance (Redd at 90%) .
| AIP metric | Weighting | 2024 framework/notes | 2024 outcome for Redd |
|---|---|---|---|
| Operations & leasing | 50% | Corporate scorecard goals set Q1’24 | Included in 130% formulaic; paid at 90% after discretion |
| Capital & balance sheet | 50% | Corporate scorecard goals set Q1’24 | Included in 130% formulaic; paid at 90% after discretion |
| Total | 100% | Target $400,000 | $360,000 (90%) |
Long‑Term Incentives (LTI) – design and grants
- 2024 LTI mix: 50% PSUs; 50% RSUs with multi‑year outperformance modifier; Redd’s 2024 LTI target = 230% of base salary .
- 2024 RSUs vest in equal thirds on April 15, 2025/2026/2027; include outperformance feature (FFO growth 25% and total capital market activity 75%) that can increase award up to 225% for non‑CEO NEOs; earned outperformance shares vest 50% on Jan 1 in each of two subsequent years; retirement/disability/death treatments apply per plan .
- 2024 PSUs earned 75% on leasing activity and 25% on SSNOI yearly for 2024–2026, with final ±20% TSR modifier vs FTSE NAREIT Equity Office (ex‑BDN) .
- 2022–2024 PSU outcome: Company TSR -41.4% at 37th percentile drove 74% of target payout; Redd earned 32,651 PSUs for that cycle .
| 2024 LTI grant (2/26/24) | Threshold | Target | Maximum | Grant-date fair value ($) |
|---|---|---|---|---|
| PSUs (shares) | 14,923 | 37,307 | 89,537 | 163,032 |
| RSUs (shares) | — | 111,922 | — | 457,761 |
PSU metrics – 2024 tranches (illustrative scales)
| Metric | Weight | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|
| Leasing activity (sq ft) | 75% | 900,000 (37.5%) | 1,000,000 (75%) | >1,100,000 (150%) | Average with 2025 & 2026; then TSR ±20% modifier |
| SSNOI growth (GAAP, YoY) | 25% | -2.0% (12.5%) | 0.0% (25%) | 2.0% (50%) | Same averaging/modifier as above |
RSU outperformance – 2022 cycle outcome (context for realized value in 2024)
| Outperformance metric (2022–2024) | Weight | Outcome | Implication |
|---|---|---|---|
| Average FFO growth | 50% | -14% (below threshold) | No increase from this component |
| Aggregate investment activity | 50% | 159.7% of component | Increased RSU shares by 79.85% (weighted) |
| Additional units earned (Redd) | — | 17,615 | Added to 2022 RSU award base |
Vesting and delivery specifics (Redd)
| Award | Shares | Vesting/settlement |
|---|---|---|
| RSUs granted 2024 | 111,922 | 1/3 on Apr 15, 2025; 1/3 on Apr 15, 2026; 1/3 on Apr 15, 2027 |
| 2023 outperformance (earned) | 68,250 | 50% on Jan 1, 2026; 50% on Jan 1, 2027 |
| 2024 outperformance (period open) | 62,956 | 50% on Jan 1, 2027; 50% on Jan 1, 2028, if earned |
| 2023–2025 PSUs (period open) | 90,999 | Vest/settle 12/31/2025 (subject to performance) |
| 2024–2026 PSUs (period open) | 78,345 | Vest/settle 12/31/2026 (subject to performance) |
Additional notes:
- Due to retirement eligibility, RSUs are treated as vested (non‑forfeitable) for table reporting but shares are generally not delivered until separation or scheduled vesting dates; no options were exercised in 2024 .
- Outstanding unearned equity (PSUs/outperformance) for Redd: 300,550 shares; value reference $1,683,080 at $5.60 close on 12/31/24 (SEC methodology) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 452,865 common shares; <1% of outstanding |
| Options (exercisable/unexercisable) | 0 / 0 |
| Unearned performance shares outstanding | 300,550; proxy valuation $1,683,080 at $5.60 (12/31/24) |
| 2024 shares vested/delivered (proxy reporting) | 162,188 shares “treated as vested”; $739,251 realized value (timing nuances due to retirement eligibility) |
| Ownership guidelines | EVPs must hold the lesser of 50% of no‑cost awards (net of tax) from prior 60 months or shares equal to 1.5x salary; all executives in compliance |
| Hedging/pledging | Prohibited for executives/trustees |
| 10b5‑1 plans | Allowed subject to open‑window adoption and cooling‑off periods (90–120 days for execs) |
| Nonqualified deferred compensation (2024) | Balance $996,752.70; 2024 earnings $118,399.78; withdrawals $70,276.66; contributions $0 |
Employment Terms
| Provision | Term for Redd |
|---|---|
| Change‑in‑control (CIC) agreement | Double trigger: upon CIC plus qualifying termination within 730 days, cash severance = 2x (base salary + greater of last bonus or target bonus); medical and life insurance continued for 730 days |
| Clawback | Dodd‑Frank compliant clawback adopted Oct 2, 2023; recovery of erroneously awarded incentive comp upon accounting restatement, regardless of fault |
| Pledging/hedging | Prohibited (see policy) |
| Potential payments (12/31/2024 assumptions) | Retirement: $1,021,499 (equity) ; Death: $1,659,520 total (equity) ; Disability: $1,196,217 total (equity) ; CIC + qualifying termination: $4,009,323 total = $1,491,272 severance + $2,506,029 equity + $12,022 benefits (no tax gross‑up) |
| Tax gross‑ups | Company does not enter into new excise tax gross‑ups (legacy applies to CEO only) |
Compensation Structure Analysis
- Shift toward retention: 2024 LTI moved from prior 2/3 PSUs to 50/50 PSU/RSU, and increased RSU outperformance cap (to 225% for non‑CEO NEOs), enhancing retention features while keeping performance alignment via PSUs and a TSR modifier .
- Pay for performance discipline: Despite a 130% formulaic AIP result, the Committee capped default outcomes at 100% reflecting sector conditions; Redd’s final payout at 90% signals differentiation by individual performance .
- Performance rigor and realism: 2022–2024 PSU payout at 74% of target due to -41.4% TSR (37th percentile) shows downside sensitivity; 2022 RSU outperformance FFO component did not trigger, while capital activity partially offset, producing balanced outcomes .
- Risk controls: Robust clawback, anti‑hedging/anti‑pledging, ownership guidelines, and structured 10b5‑1 policies reduce misalignment and reputational risk .
Say‑on‑Pay, Peer Group, and Governance Signals
- Say‑on‑pay support ~90% in 2024 indicates broad shareholder approval of pay design and outcomes .
- Peer group used for pay studies includes office REITs such as Highwoods, Kilroy, Hudson Pacific, Empire State Realty; Committee targets near peer median with discretion for performance .
Investment Implications
- Retention and selling pressure: Redd is retirement‑eligible; RSUs are non‑forfeitable for reporting but generally deliver only at separation or scheduled vesting (Apr 15 each year), with additional outperformance shares scheduled for Jan 1, 2026–2028. This can create predictable delivery windows but mitigates immediate selling pressure; trading is further controlled by 10b5‑1 policies and anti‑hedging/pledging rules .
- Alignment and risk: High equity mix (PSUs, RSUs with ambitious outperformance metrics) and compliance with ownership guidelines support alignment; double‑trigger CIC limits windfalls without turnover, while clawback reduces downside governance risk .
- Performance sensitivity: Below‑target PSU outcomes tied to weak TSR/FFO reinforce pay‑for‑performance; forward PSU metrics center on leasing and SSNOI with TSR modifier—key drivers of office REIT value realization in current markets .
- Overhang/issuance awareness: Redd’s unearned performance awards (300,550 shares at SEC‑method valuation $1.68mm) contribute to potential future dilution upon achievement; investors should monitor leasing/SSNOI trajectories and capital markets activity vs disclosed scales/modifiers .