YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to virtually attend the 20212024 annual meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the annual meeting.

By Order of the Board of Trustees

Shawn Neuman, Senior Vice President, General Counsel and Secretary

April 1, 20214, 2024

2929 WalnutArch Street, Suite 17001800 | Philadelphia, PAPennsylvania 19104 | (610) 325-5600

Proxy Statement for the

Annual Meeting of Shareholders

To be held on May 18, 202123, 2024

The Annual Meeting of Shareholders of Brandywine Realty Trust (“Brandywine,” “we,” “us,” “our” or the “Company”) will be held on Tuesday,Thursday, May 18, 202123, 2024 at 10:00 a.m., Eastern Time. OurTo enable shareholder participation from any location, the 2024 annual meeting will be a virtualheld exclusively online. The annual meeting of shareholders conductedcan be accessed via a live webcast. You will be able to attend the virtualwebcast at www.virtualshareholdermeeting.com/BDN2024. The annual meeting online and submit your questions duringhas been designed to provide the meeting by visiting www.virtualshareholdermeeting.com/BDN2021.same rights to participate as you would have at an in-person meeting.

At our annual meeting, we will ask you:

Only holders of record of our common shares of beneficial interest, par value $0.01 per share, as of the close of business on March 22, 202126, 2024 are entitled to notice of and to vote at the 2021 annual meeting of shareholders or at any postponement or adjournment of the meeting.

Our Board of Trustees knows of no other business that will be presented for consideration at the annual meeting. If any other matter should be properly presented at the annual meeting or any postponement or adjournment of the annual meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

On or about April 1, 2021,4, 2024, we mailed a Notice of Internet Availability of Proxy Materials to shareholders. This proxy statement and the form of proxy are first being furnished to shareholders on or about April 1, 2021.4, 2024.

Important Notice Regarding Internet Availability of Proxy Materials

We are pleased to take advantage of the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our 2021 annual meeting of shareholders. We will send a full set of proxy materials or a “Notice of Internet Availability” of Proxy Materials on or about April 1, 2021 and provide access to our proxy materials over the Internet, beginning on April 1, 2021, for the holders of record and beneficial owners of our common shares as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the Proxy Statement and our annual report, and how to authorize a proxy to vote your shares over the Internet.

Instead of receiving paper copies of future annual reports and proxy statements in the mail, you may elect to receive an e-mail that will provide an electronic link to these documents. Choosing to receive your proxy materials online will save us the cost of producing and mailing documents to you. With electronic delivery, we will notify you by e-mail as soon as the annual report and proxy statement are available on the Internet, and you may easily submit your shareholder votes online. If you are a shareholder of record, you may enroll in the electronic delivery service at the time you vote by selecting electronic delivery if you vote on the Internet, or at any time in the future by going directly to www.proxyvote.com, selecting the “request copy” option, and following the enrollment instructions.

Business Highlights¹

Development Highlights

Environmental, Social and

Governance Snapshots

Environmental and Sustainability Snapshot

The Power of Partnerships

Green Building United: For nearlyOur Vendors and Suppliers: At Brandywine, our vendors and suppliers are more than just a decade, we have partnered with Green Building United to help foster transformative impact in Philadelphia through green building education and advocacy. Brandywine has chaired numerous committees, including the annual Philadelphia Sustainability Symposium and Green Building United’s Annual Groundbreaker Awards. Brandywine was onepart of our supply chain, they are a part of the first companies in the region to commit to Green Building United’s 2030 District,fabric which targets a 50% reduction in energy usage in the city of Philadelphia by 2030.makes our communities flourish.

Corporate Social Responsibility Snapshot

At Brandywine, we believe the value in what we do lies in the difference we can make. As such, we are committed to being good neighbors and corporate citizens in the communities in which we live and work.

Neighborhood Engagement Initiative

In collaboration with a wide range of partners, Brandywine introduced an unprecedented Neighborhood Engagement Initiative as part of Schuylkill Yards, totaling a $16+ million commitment to the surrounding community. Programs include:Inclusive Development

Ø	In collaboration with a wide range of partners, Brandywine introduced an unprecedented Neighborhood Engagement Initiative as part of Schuylkill Yards, totaling a $16+ million commitment to the surrounding community. Programs include:

Ø

Construction Apprenticeship Preparatory Program: we sponsor the Construction Apprenticeship Preparatory Program (CAPP), a 15- week classroom-based curriculum designed to prepare candidates for the required entrance exams and interview process for the skilled building trade unions. Participants who pass an apprentice exam are provided mentorship and offered employment on our projects. To date, 57 individuals have been placed in Union jobs.

Local Sourcing Initiative: to assist in creating new procurement channels for West Philadelphia businesses, we make introductions between local businesses and our tenants, and fund a 10% discount for all tenants on their first purchase of goods or services from a West Philadelphia vendor.

Ø	In our Philadelphia office buildings, our management teams have partneredcontinue to partner with eWaste and PAR Recycling-companiesRecycling -companies that specifically employ formerly-incarcerated individuals as a true “second chance.”

Employee Engagement

Our employees are our greatest assets. Their commitment to excellence in their everyday encounters helps us to foster a collaborative atmosphere where internal partnerships belaygenerate creativity and inspiration. As a company, we seekBrandywine is committed to embody the best practices for team cohesiveness,providing equal opportunity to all employees and do so by promotingapplicants, and to fostering a culture of diversity and inclusion throughout every levelwithin our company. We recognize that a diversity of perspectives, skills and backgrounds helps to inspire creativity and new ideas and empowers us to design exceptional environments. As part of our employee training and professional development program, our employees receive the organization.tools they need to successfully execute our mission, while simultaneously fostering career growth. In 2023, 100% of our employees received professional training, which equates to approximately 2,700 hours, and approximately 75% of our employees received ESG-specific training. Further and to emphasize the importance of continuous learning, Brandywine offers a tuition reimbursement program to our employees for qualifying educational programs. To encourage a culture of open dialogue and provide employees with the tools to align their career development with their goals, we perform annual performance reviews that give our employees an opportunity to garner formal feedback from their managers and set objectives for career growth.

perspectives in the boardroom. In the last five years, two new independent Trustees have been elected or appointed to the Board in replacement of two of our former Trustees. One of our two new Trustees is self-identified female, and both are self-identified as diverse based on race or ethnicity. See “Proposal 1: Election of Trustees – Trustee; Nominees“.

Board Structure

Ø	All of our Trustees are independent other than our President and CEO

 

Ø	Separate ChairmanBoard Chair and Chief Executive Officer

 

Ø	Trustees are elected annually

 

Ø	Robust role for Lead Independent Trustee, who chairs the Board

 

Ø	Open communication and effective working relationships among Trustees with regular access to management

Ø	Active year-round shareholder outreach and engagement

 

Ø	Majority voting in uncontested elections

 

Ø	Resignation policy for any Trustee who does not receive majority support

Ø	Robust trusteeTrustee and officer share ownership requirements

 

Ø	Anti-hedging policy and anti-pledging policy by trusteesTrustees and executive officers

Information about the Meeting and Voting

How Can I Participate in the Annual Meeting?

You can access the virtual annual meeting at the meeting time by visiting www.virtualshareholdermeeting.com/BDN2021.BDN2024. By hosting the annual meeting online, we are able to communicate more effectively with our shareholders, enable increased attendance and participation, reduce costs and increase overall safety for both the Company and our shareholders. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

If you plan to attend the annual meeting online, you will need the 16-digit control number included in your Notice of Internet Availability, on your proxy card or on the instructions that accompany your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

What Am I Voting on?

Our Board of Trustees is soliciting your vote for:

Ø	The election of seven Trustees, each to serve for a term expiring at the 20222025 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each of the seven individuals nominated for election is currently serving on our Board.

Ø	Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2021.2024.

Ø	Approval of a non-binding, advisory resolution on executive compensation.

If any other matter should be properly presented at the annual meeting or any postponement or adjournment of the meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with his or her discretion on such matter.

What Are the Board’s Recommendations?

Our Board recommends that you vote:

How May I Revoke or Change My Vote

You may revoke your proxy at any time before it is voted at the Meeting by any of the following methods:

Submitting a later-dated proxy by mail, over the telephone by calling toll-free 1-800-690-6903 or through the Internet by signing on to the website identified on the proxy card.		Sending a written notice including by telecopy to 610-832-4928, to our Secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the closing of the vote at the annual meeting to:   Brandywine Realty Trust 2929 WalnutArch Street, Suite 17001800 Philadelphia, Pennsylvania 19104 Attention: Shawn Neuman, Senior Vice President, General Counsel and Secretary		Attending the annual meeting via webcast and voting your shares. Your attendance at the meeting will not in and of itself revoke any previously delivered proxy. You must also vote your shares at the meeting.

What Constitutes a Quorum?

The holders of a majority of the outstanding common shares entitled to vote at the annual meeting must be present in person via attendance by live webcast or by proxy to constitute a quorum. Unless a quorum is present at the meeting, no action may be taken at the meeting except the adjournment thereof to a later time. All valid proxies returned will be included in the determination of whether a quorum is present at the meeting. The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be treated as present for quorum purposes. “Broker non-votes,” as discussed below, will be considered as present for determining a quorum.

and against such nominee. Broker non-votes, if any, and abstentions will not be treated as votes cast for the election of a Trustee and will have no effect on the results of the vote, although they will be considered present for the purpose of determining the presence of a quorum. In the absence of specific direction, common shares represented by a proxy will be voted “FOR” the election of all nominees.

Our Bylaws provide that a Trustee nominated for re-election who fails to receive the required number of votes for reelectionre-election must tender his or her offer to resign to our Board of Trustees for its consideration. The Corporate Governance Committee will act on an expedited basis to determine whether it is advisable to accept the Trustee’s resignation and will submit the recommendation for prompt consideration by our Board. Our Board will act on the tendered offer of resignation within 90 days following certification of the shareholder vote and will promptly and publicly disclose its decision. The Trustee whose offer of resignation is under consideration will abstain from participating in any decision regarding his or her offer of resignation. If the offer of resignation is not accepted, the Trustee will continue to serve until the next annual meeting of shareholders and until the Trustee’s successor is duly elected and qualified or until the Trustee’s earlier resignation or removal. The Corporate Governance Committee and our Board may consider any factors they deem relevant in deciding whether to accept a Trustee’s offer of resignation.

Ratification of Appointment of Independent Registered Public Accounting Firm. Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 20212024 requires the affirmative vote of a majority of all of the votes cast on this Proposal. Abstentions and broker non-votes, which are not treated as votes cast, will therefore have no effect on the resultresults of such vote. In the absence of specific direction, common shares represented by a proxy will be voted “FOR” the ratification of our independent registered public accounting firm.

Non-Binding, Advisory Vote on Executive Compensation. Approval, by non-binding vote, of our executive compensation requires the affirmative vote of a majority of all of the votes cast on this Proposal. Abstentions and broker non-votes, which are not treated as votes cast, will therefore have no effect on the resultresults of such vote. In the absence of specific direction, common shares represented by a proxy will be voted “FOR” the approval of our executive compensation.

What if I Receive Only One Set of Proxy Materials Although There Are Multiple Shareholders at My Address?

If you and other residents at your mailing address own common shares you may have received a notice that your household will receive only one annual report, proxy statement and Notice of Internet Availability of Proxy Materials. If you hold common shares in street name, you may have received this notice from your broker or other custodian and the notice may apply to each company in which you hold shares through that broker or custodian. This practice of sending only one copy of proxy materials is known as “householding.” We do this to conserve natural resources. If you did not respond to a timely notice that you did not want to participate in householding, you were deemed to have consented. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm, and your account number to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NYNew York 11717, or by calling telephone number (800) 542-1061.(866) 540-7095. The revocation of your consent to householding will be effective 30 days following its receipt. If you did not receive an individual copy of this proxy statement, our annual report and Notice of Internet Availability of Proxy Materials, we will send a copy to you, free of charge, if you address your written request to Brandywine Realty Trust, 2929 WalnutArch Street, Suite 1700,1800, Philadelphia, PAPennsylvania 19104, Attention: Shawn Neuman or by calling Mr. Neuman at (610) 832-7756. If you are receiving multiple copies of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials, you may request householding by contacting Mr. Neuman in the same manner.

How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?

Shareholder proposals may be submitted for inclusion in the proxy statement for our 20222025 annual meeting of shareholders in accordance with rules of the Securities and Exchange Commission (“SEC”). See “Other Information -– Proposals Pursuant to Rule 14a-8” later in this proxy statement. In addition, eligible shareholders are entitled to nominate and include in our proxy statement for our 20222025 annual meeting Trustee nominees, subject to limitations and requirements in our Bylaws. See “Other Information -– Proxy Access Trustee Nominees” later in this proxy statement. Any shareholder who wishes to propose any business at the 20222025 annual meeting other than for inclusion in our proxy statement pursuant to Rule 14a-8 or nominees for election as Trustees pursuant to the proxy access provisions in our

You may obtain a free copy of our Form 10-K, which also includes the audited financial statements of Brandywine Operating Partnership, L.P., our operating partnership subsidiary, by one of the following:

Accessing our Internet site at http://www.brandywinerealty.com and clicking on the “Investor “Investor Relations” link		Writing to our Senior Vice President, General Counsel and Secretary, Shawn Neuman, at 2929 WalnutArch Street, Suite 1700 1800 Philadelphia, PAPennsylvania 19104		Calling Mr. Neuman at: (610) 832-7756

You may also obtain a copy of our Form 10-K and other periodic filings and current reports from the SEC’s EDGAR database at www.sec.gov.

How Can I Access the Proxy Materials Electronically?

This proxy statement and our 20202023 Annual Report are available on our website at www.proxyvote.com. Instead of receiving copies of future annual reports, proxy statements, proxy cards and Notices of Internet Availability of Proxy Materials, by mail, shareholders may elect to receive an email that will provide electronic links to our proxy materials and the proxy voting site. Choosing to receive your future proxy materials or Notices of Internet Availability of Proxy Materials online will save us the cost of producing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting www.proxyvote.com.

Proposal 1: Election of Trustees

We first ask that you vote to elect to our Board each of the seven persons nominated by our Board of Trustees to serve for a term expiring at the 20222025 annual meeting of shareholders and until his or her successor is duly elected and qualified. SixEach of the seven nominees areis currently Trustees.a Trustee. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. One of our current Trustees, Wyche Fowler, will be retiring from the Board at the end of his term at the annual meeting.

We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Trustees.

Trustee Criteria, Qualifications, Experience and Tenure

We are one of the largest publicly traded, full-service, integrated real estate companies in the United States with a core focus in the Philadelphia Washington, D.C., and Austin markets. Organized as a real estate investment trust (REIT), we own, develop, lease and manage principally an urban, town center and transit-oriented portfolio comprising 175158 properties and approximately 24.722.4 million square feet as of December 31, 2020.2023.

Our business and affairs are managed under the direction of our Board of Trustees. Our Corporate Governance Principles contain Board membership qualifications and we strive for a mix of skills, experience and perspectives that will help createfoster a dynamic and effective Board. In selecting nominees, the Board and its Corporate Governance Committee assess the independence, character and acumen of candidates and endeavor to establish areas of core competency of the Board, including, among others, industry knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. OurMoreover, our Board values diversity of backgrounds, experience,experiences, ethnicity, gender, perspectives and leadership in different fields when identifying nominees.

Our Board and its Corporate Governance Committee consider Trustee tenure in making Board nomination decisions and believe that it is desirable to maintain a mix of longer-tenured, experienced Trustees and newer Trustees with fresh perspectives. We also believe that longer-tenured, experienced Trustees are a significant strength of the Board, given Brandywine’s size and range of activities.

Below, we identify the key experiences, qualifications and skills our Trustee nominees bring to the Board and that the Board considers important in light of our business and industry.

Ø

Industry Knowledge and Experience. We seek Trustees with experience as executives, directors or other leadership positions, including in commercial real estate, finance and accounting, because our success depends on acquiring, developing and leasing attractive real estate for the communities in which we have a presence, and raising and investing capital prudently to grow our portfolio with high-yielding assets. This experience is critical to the Board’s ability to understand our portfolio and business, assess our competitive position within the commercial real estate markets in which we operate, assess the strengths and weaknesses of our competitors, maintain awareness of trends and innovations in commercial real estate and real estate capital markets, and evaluate potential acquisitions and our acquisition and growth strategy.

Ø

Management, Accounting and Finance Expertise. We believe that an understanding of management practices, finance and financial reporting processes is important for our Trustees. We value management experience as it provides a practical understanding of organizations, processes, strategies, risk management and the methods to drive change and growth that permit the Board to identify and recommend improvements to our operations, leasing and marketing approaches and portfolio strategy. A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. We currently have two Trustees who qualify as audit committee financial experts and expect all of our Trustees to be financially knowledgeable.

Ø

Business Judgment, Leadership and Strategic Vision. We believe that Trustees with experience in significant leadership positions demonstrate excellent business judgment, leadership skills and strategic vision. We seek Trustees with these characteristics as they bring special insights to Board deliberations and processes. We also believe that Trustees who have served as senior executives are in a position to challenge management and contribute practical insight into business strategy and operations. In addition, many of our Trustees have experience as directors or trustees of academic, research, nonprofit, and philanthropic institutions, and bring valuable perspectives from these experiences.

Ø	Governance Expertise. A deep understanding of a corporate board’s duties and responsibilities enhances Board effectiveness and ensures independent oversight that is aligned with shareholder interests.

The Board and its Corporate Governance Committee evaluate the Board’s own composition in the context of the diverse experiences and perspectives that the Trustees collectively bring to the boardroom.

Their backgrounds provide the Board with vital insights in areas such as:

Commercial Real Estate

Accounting and Financial

Risk Management

Mergers and Acquisition

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

Technology & Cybersecurity

The experiences, qualifications and skills of each Trustee that the Board considered in his or her nomination are included below the Trustees’ individual biographies on the following pages. The Board concluded that each nominee should serve as a Trustee based on the specific experience and attributes listed below each Trustees’ biography and the Board’s knowledge of each nominee, including the insight and collegiality each nominee is expected to bring to the Board’s functions and deliberations.

Annual Board Evaluation Process

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Corporate Governance Committee and aim to assess Board and Committee effectiveness as well as individual Trustee performance and contribution levels. The Corporate Governance Committee and full Board consider the results of the annual evaluations in connection with their review of Trustee nominees to ensure the Board continues to operate effectively.

Each year, our Trustees complete governance questionnaires and self-assessments. In addition, the Chair of the Corporate Governance Committee coordinates in-depth interviews with each of theour Trustees to solicit their feedback. These questionnaires and assessments and feedback from the interviews facilitate a candid assessment of: the Board’s performance in areas such as business strategy, risk oversight, talent development and succession planning and corporate governance; the Board’s structure, composition and culture; and the mix of skills, qualifications and experiences of our Trustees.

Trustees; Nominees

The Board, upon the recommendation of the Corporate Governance Committee, has nominated each of the seven individuals identified below for election at the annual meeting and unanimously recommends that shareholders vote FOR the election of each of the nominees as Trustee. Each nominee (other than Dr. DesRoches) is currently a Trustee and each nominee has agreed to serve if elected. The Trustees have no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the annual meeting. If any nominee is unable or unwilling for good cause to serve on our Board, the persons named in the proxy will use their discretion in selecting and voting for a substitute candidate or the Board may reduce the number of Trustees. Each individual elected as a Trustee at the meeting will serve for a term expiring at the next annual meeting of shareholders and until his or her successor is elected and qualified.

Experience, Qualifications, Attributes and Skills

DIGGS

SWEENEY

DESROCHES

HAVERSTICK

HERUBIN

LAU

PIZZI

JOYCE

SWEENEY

DIGGS

HAVERSTICK

HERUBIN

PIZZI

DESROCHES

Commercial Real Estate

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Accounting and Financial

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Risk Management

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Mergers and Acquisitions

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Business Administration and Operations

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Governmental and Regulatory Affairs

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Marketing and Sales

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Capital Deployment and Capital Markets

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Executive Leadership and Talent Development

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Tenant and Customer Perspective

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Sustainability and Corporate Responsibility

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Technology & Cybersecurity

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Diversity

The following are biographical summaries of the individuals nominated for election at the annual meeting.

		Michael J. JoyceJames C. Diggs ChairmanNon-Executive Chair of the Board and Independent Trustee   Mr. JoyceDiggs was first elected a Trustee on June 1, 2004March 21, 2011 and was appointed our non-executive Chairman Chair of the Board on February 16, 2017. May 18, 2022. He is also a director of Allegheny Technologies, Inc. (NYSE: ATI). From 19951997 until his retirement from Deloitte in May 2004,June 2010, Mr. JoyceDiggs served as New England Managing PartnerSenior Vice President and General Counsel of Deloitte, an international accounting firm.PPG Industries, Inc. (NYSE: PPG) (“PPG”), a producer of coatings and glass products. From 2004 to September 2009, Mr. Diggs also served as Corporate Secretary of PPG. Prior to that, hejoining PPG, Mr. Diggs was for ten years, Philadelphia Managing Partnera Vice President and Assistant General Counsel of Deloitte. Mr. Joyce served on the board of Allegheny Technologies Incorporated until expiration of his term in May 2014. In addition, Mr. Joyce served on the board of A.C. Moore Arts & Crafts,TRW Inc. and was Chaira former Assistant U.S. Attorney for the U.S. Department of the board when the company was soldJustice in 2011.Cleveland.   Mr. Diggs holds both his bachelor’s degree and his J.D. from Case Western Reserve University. Qualifications, Attributes, Skills and Experience: Financial expertise, including inExperience: Legal and risk oversight expertise; complex regulatory; environment, health and safety; financial reporting, accounting and controls; risk management; finance; executive leadership; and corporate and community experience.

Committees of the Board of Trustees

Our Board of Trustees has standing Audit, Compensation, Corporate Governance and Executive Committees.

The table below provides 20212023 membership and 2020 meeting information for each of the Board Committees.Committees and 2023 meeting information.

2023 Meetings

DIGGS

SWEENEY

DESROCHES

HAVERSTICK

HERUBIN

LAU

PIZZI

2020 Meetings

JOYCE

SWEENEY

Audit

DIGGS

FOWLER*

HAVERSTICK

HERUBIN   (Chair)

PIZZI

11

AuditCompensation

(Chair)

96

CompensationCorporate Governance

(Chair)

73

Corporate GovernanceExecutive

(Chair)

4

The table below provides expected membership information for each of the Board Committees, effective immediately following the annual meeting.

DIGGS

SWEENEY

DESROCHES

HAVERSTICK

HERUBIN

LAU

PIZZI

ExecutiveAudit

(Chair)

Compensation

3

(Chair)

Corporate Governance

(Chair)

Executive

(Chair)

* Mr. Fowler will be retiring from the Board at the end of his term at the annual meeting. Dr. DesRoches will become a member of the Corporate Governance Committee effective as of the annual meeting.

Audit Committee

Our Audit Committee assists our Board in overseeing:

Ø	the quality and integrity of our financial statements;

Ø	our compliance with legal and regulatory requirements;

Ø

our policies and practices for risk assessment and risk management, including risks related to financial statements, financial reporting and disclosure processes, financial and other internal controls, accounting, legal/compliance matters, information technology and cybersecurity and data privacy, and steps taken by management to control these risks; and

Ø	related party transactions.

Our Audit Committee has sole authority to appoint, compensate, oversee and replace our independent registered public accounting firm. Our Audit Committee reviews its internal quality-control procedures, assesses its independence and reviews all relationships between us and our independent registered public accounting firm.

Compensation Committee

Our Compensation Committee is responsible for:

Ø	reviewing, evaluating and approving compensation plans and programs for our Trustees and senior executives;

Ø	annually reviewing and approving corporate goals and objectives relevant to compensation of our President and CEO and other senior executives and evaluating performance in light of these goals and objectives;

Ø	reviewing and discussing with the full Board, and overseeing risk management related to, our compensation philosophy and programs and whether our compensation programs for employees create incentives for employees to take inappropriate or excessive risk; and

Ø	retaining and terminating any consultant or outside advisor to the Compensation Committee (and the Compensation Committee has sole authority to approve any such consultant’s or advisor’s fees and other terms of engagement).

Our Compensation Committee has retained Pay Governance LLC as its independent consultant. We describe the role of the Compensation Committee’s consultant in the “Compensation Discussion and Analysis” later in this proxy statement.