UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant  ☑

☒                          Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Notice of Annual Meeting of Shareholders

To our Shareholders:

We cordially invite you to attend the 20202022 Annual Meeting of Shareholders Meeting of Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”). AsThis year we have adopted a hybrid format for the annual meeting which will include an in-person meeting that will simultaneously be transmitted via a virtual meeting platform to provide a consistent and convenient experience to all shareholders regardless of the date of this letter, the Coronavirus continues to impact our daily lives and communities. Our focus is to ensure that we meet our tenant needs and do our part to keep our tenants, employees and communities safe. Our Board is sensitive to the public health and travel concerns of shareholders and it is clear that large gathering can pose a health threat to the participants and greater communities. Accordingly, this year’s annuallocation. The in-person meeting will be a virtual meeting of shareholders. You will be ableheld at The Logan Hotel, One Logan Square, Philadelphia, Pennsylvania 19103. If you cannot or do not wish to attend the annual meeting and vote and submit questions duringin person, the annual meeting can be accessed via a live webcast by visitingat www.virtualshareholdermeeting.com/BDN2022. The virtual meeting has been designed to provide the same rights to participate as you would have at an www.virtualshareholdermeeting.com/BDN2020in-person. meeting. You may also submit questions in advance of the annual meeting by visiting www.proxyvote.com. We will respond to as many inquiries at the annual meeting as time allows. Prior to the annual meeting you will be able to authorize a proxy to vote your shares at www.proxyvote.com on the matters submitted for shareholder approval at the annual meeting, and we encourage you to do so.

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.

At the 2020 annual meeting, shareholders as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

YOUR VOTE IS IMPORTANT TO US.Whether or not you plan to virtually attend the 20202022 annual meeting in person or virtually, 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

March 27, 202031, 2022

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

Proxy Statement for the

Annual Meeting of Shareholders

To be held on May 20, 202018, 2022

The Annual Meeting of Shareholders of Brandywine Realty Trust (“Brandywine,” “we,” “us,” “our” or the “Company”) will be held on Wednesday, May 20, 202018, 2022 at 10:00 a.m., Eastern Time. OurThis year we have adopted a hybrid format for the annual meeting which will include an in-person meeting that will simultaneously be transmitted via a virtual meeting platform to provide a consistent and convenient experience to all shareholders regardless of location. The in-person meeting will be a virtualheld at The Logan Hotel, One Logan Square, Philadelphia, Pennsylvania 19103. If you cannot or do not wish to attend the meeting of shareholders conductedin person, the annual meeting can be accessed via a live webcast. You will be ablewebcast at www.virtualshareholdermeeting.com/BDN2022. The virtual meeting has been designed to attendprovide the virtual annual meeting online and submit your questions during the meeting by visitingsame rights to participate as you would have at an www.virtualshareholdermeeting.com/BDN2020in-person. meeting.

At our annual meeting, we will ask you:

Only holders of record of our common shares of beneficial interest, par value $.01$0.01 per share, as of the close of business on March 20, 202022, 2022 are entitled to notice of and to vote at the 2020 annual meeting 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 March 27, 2020,31, 2022, 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 March 27, 2020.31, 2022.

Table of Contents

Development Highlights

Development of SHI Headquarters at Garza Ranch, Austin, TX

 Substantially Completed: March 2020

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2020 PROXY STATEMENT

Environmental, Social and

Governance Snapshot

Repeated GRESB Green Star leader

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Corporate Social Responsibility

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 InitiativeInclusive Development

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:

u	Brandywine has committed to providing 50% of any affordable units required by City of Austin provisions as on-site units for the entire Uptown ATX development. In addition, at One Uptown, we are providing 100% of its affordable housing obligations on-site.

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:

Grow Philadelphia Capital Fund: through a partnership with The Enterprise Center, a non-profit lender and small business technical assistance provider, we created this fund to provide low costlow-cost capital with an interest rate of 1% directly to Philadelphia Minority Enterprises to accelerate growth, enhance employment opportunities, and drive economic development in the community. To date, we have made $786,912 in low-interest loans available to struggling small, local, and minority-owned businesses.

u

Construction Apprenticeship Preparatory Program: we sponsor the Construction Apprenticeship Preparatory Program (CAPP), a 15- week15-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, 4557 individuals have been placed in Union jobs. The next group of classes will start in January 2020.

u

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.

u

CDC Co-Development: we are hiring a Community DevelopmentalDevelopment Corporation (CDC) for each Schuylkill Yards project, allowing the CDCs to earn revenue and build capacity for their staff, to ultimately better execute projects that enhance their community-serving mission.

u

Community Fund: we are contributingcommitted to contribute a $9.3 million grant to a Community Fund managed by a consortium of local community groups, which will provide capital for affordable housing and preservation initiatives, additional small business and employment programs, community capacity building, and educational support for local public schools.

Philanthropy

Since our inception, Brandywine has partnered with an array of organizations to provide donations, funding and personnel to support the causes and advocacy that are important to both our company and our employees. Highlights of this focus include:

u	Our companyBrandywine provides each employee with the opportunity to utilize 3-days3 days of paid Volunteer Time Off each year to give back to nonprofit organizations of their choice.

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The below list of practices highlights our alignment with good corporate governance:governance;

Board Structure

uAll Trustees are independent other than our President and CEO

uSeparate ChairmanBoard Chair and Chief Executive Officer

uTrustees are elected annually

uRobust role for Lead Independent Trustee, who chairs the Board

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

uActive year-round shareholder outreach and engagement

uMajority voting in uncontested elections

uResignation policy for any Trustee who does not receive majority support

uRobust trustee and officer share ownership requirements

uAnti-hedging policy and anti-pledging policy by trustees and executive officers

uRegular executive sessions of independent Trustees

uTwo Audit Committee members are “audit committee financial experts”

uRisk oversight by full Board and Committees

uAnnual Board and Committee self-assessment

uExpress Board diversity commitment in Corporate Governance Principles

Trustee succession planning and Board refreshment with:

Chair of the Board and Lead Independent Trustee transition effective at the annual meeting

Committee membership and committee chair rotation effective at the annual meeting and

Two of our seven Trustee nominees have tenures of five years or fewer

Shareholder Rights

uProxy access provisions in our Bylaws

uNo poison pill

uShareholders have the right to call a special meeting

uAs a Maryland REIT, we have opted out of the Maryland Unsolicited Takeover Act (MUTA) and the Maryland Business Combination Act

uSimple majority vote requirement for mergers requiring a shareholder vote

uOur shareholders have the power to amend our Bylaws

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What Are the Board’sBoard’s Recommendations?

Our Board recommends that you vote:

		FOR the election to the Board of each of the seven nominees identified in this proxy statement, with each to serve as a Trustee for a term expiring at the 20212023 annual meeting of shareholders and until his or her successor is duly elected and qualified.
		FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2020.2022.
		FOR the approval of a non-binding, advisory resolution on executive compensation.

Who Is Entitled to Vote?

Holders of common shares of beneficial interest, par value $0.01 per share, or common shares, of record as of the close of business on March 20, 202022, 2022 are entitled to notice of and to vote at the annual meeting. Common shares may be voted only if the shares are represented by proxy or in person by the record holder attending the annual meeting either in person or via webcast. As of the record date, 174,752,887171,383,912 common shares were issued and outstanding and entitled to vote.

How Do I Vote?

Shareholders of Record

If you are a shareholder of record, there are several ways for you to vote your common shares at the annual meeting:

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How May I Revoke oror 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 610-832-4928,610-832-4919, 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 1700 1800 Philadelphia, Pennsylvania 19104 Attention: Shawn Neuman, Senior Vice President, General Counsel and Secretary		Attending the annual meeting in person or 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 in person, 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.

What Is a Broker Non-Vote?

A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner returns a properly-executed proxy but does not cast a vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

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What Vote Is Required to Approve Each Proposal?

Voting Rights Generally.Each common share is entitled to one vote on each matter to be voted on at the annual meeting. Shareholders have no cumulative voting rights. The advisory vote on Proposal 3 is non-binding, as provided by law. However, our Board will review the results of the vote and, consistent with our record of shareowner engagement, will take it into account in making a determination concerning executive compensation.

Election of Trustees. Our Bylaws provide that, in an uncontested election, a nominee for Trustee is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. The majority voting standard would not apply in contested elections, and Trustees are elected by a plurality of the votes cast in a contested election.

The majority voting standard will apply to the election of Trustees at the annual meeting. Accordingly, a nominee for election to the Board will be elected if such nominee receives the affirmative vote of a majority of the total votes cast for

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.

Our Bylaws provide that a Trustee nominated for re-election who fails to receive the required number of votes for re-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 2020calendar year 2022 requires the affirmative vote of a majority of all of the votes cast on this Proposal. Abstentions and broker non-votes will therefore have no effect on the result of such vote.

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 will therefore have no effect on the result of such vote.

Who Counts the Votes?

We have engaged Broadridge Financial Solutions, Inc. as our independent agent to receive and tabulate votes. Broadridge will separately tabulate “for” and “against” votes, abstentions and broker non-votes. We have also retained an independent inspector of elections to certify the results, report on the existence of a quorum and the validity of proxies and ballots.

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What Does it Mean if I ReceiveReceive More Than One Proxy Card?

Some of your shares may be registered differently or are in more than one account. You should vote each of your accounts by telephone or the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted. If you hold your shares in registered form and wish to combine your shareholder accounts in the future, you should contact our transfer agent, Computershare, at (888) 985-2061; outside the U.S., (781) 575-2879. Combining accounts reduces excess printing and mailing costs, resulting in savings for us that benefit you as a shareholder.

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. 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 20212023 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 20212023 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 20212023 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 Bylaws, must provide timely notice and satisfy the other requirements in our Bylaws. See “Other Information —- Other Proposals and Nominees” later in this proxy statement. Proposals should be sent via registered, certified, or express mail to Shawn Neuman, Senior Vice

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President, General Counsel and Secretary, Brandywine Realty Trust, 2929 WalnutArch Street, Suite 1700,1800, Philadelphia, Pennsylvania 19104.

Will I Receive a Copy of the Annual Report and Form 10-K?

We have furnished our 20192021 Annual Report with this proxy statement. The 20192021 Annual Report includes our audited financial statements, along with other financial information about us, and is not part of the proxy solicitation materials.

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 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 20192021 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.

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Proposal 1:
Election 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 20212023 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each of the seven nominees isare currently a Trustee.Trustees. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

One of our current Trustees, Anthony A. Nichols, Sr., will be retiring from the Board at the end of his term at the annual meeting. In recognition of his service to the Company, and to continue to benefit from his counsel following his retirement, our Board has requested that, following the 2020 annual meeting, Mr. Nichols serve as Trustee Emeritus until the 2021 annual meeting of shareholders. As Trustee Emeritus, Mr. Nichols may attend Board meetings in an advisory capacity but will not vote on Board matters. As compensation for serving as Trustee Emeritus, Mr. Nichols will receive a one-time retainer, payable $45,000 in cash and $95,000 in common shares.

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 95168 properties and approximately 16.723.1 million square feet as of December 31, 2019.2021.

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 create 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. Our Board values diversity of backgrounds, experience, ethnicity, gender, perspectives and leadership in different fields when identifying nominees.

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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.

u

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, assesassess 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.

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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 committeeCommittee 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 the 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.

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Trustees; Nominees

OurThe Board, upon the recommendation of itsthe 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 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.

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TheThe following are biographical summaries of the individuals nominated for election at the Meeting.

annual meeting.     Michael J. Joyce ChairmanChair of the Board and Trustee Mr. Joyce was first elected a Trustee on June 1, 2004 and was appointed our non-executive Chairman Chair of the Board on February 16, 2017.2017 and will continue to serve in such position until the conclusion of the annual meeting. From 1995 until his retirement from Deloitte in May 2004, Mr. Joyce served as New England Managing Partner of Deloitte, an international accounting firm. Prior to that, he was, for ten years, Philadelphia Managing Partner of Deloitte. Mr. Joyce served on the board of Allegheny Technologies Incorporated (NYSE: ATI) until expiration of his term in May 2014. In addition, Mr. Joyce served on the board of A.C. Moore Arts and& Crafts, Inc. and was Chair of the board when the company was sold in 2011. Qualifications, Attributes, Skills and Experience: Financial expertise, including in financial reporting, accounting and controls; risk management; finance; executive leadership; and corporate and community experience. PAGE 22 BRANDYWINE REALTY TRUST   James C. Diggs Trustee Mr. Diggs was first elected a Trustee on March 21, 2011, and he will become non-executive Chair of the Board at the conclusion of the annual meeting. From 1997 until his retirement in June 2010, Mr. Diggs served as Senior Vice President and General Counsel of 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. Mr. Diggs is a director of Allegheny Technologies Incorporated (NYSE: ATI) and Arboreta Healthcare Inc. Qualifications, Attributes, Skills and Experience: Legal and risk oversight expertise; complex regulatory; environment, health and safety; financial reporting, accounting and controls; executive leadership; and corporate and community experience.   Gerard H. Sweeney President, Chief Executive Officer and Trustee Mr. Sweeney has served as President, Chief Executive Officer and Trustee of Brandywine since the Company’s founding in 1994. Mr. Sweeney has overseen the growth of Brandywine from four properties and a total market capitalization of less than $5 million to over 3324 million square feet and a total market capitalization of approximately $5.0$5 billion. Prior to 1994, Mr. Sweeney served as Vice President of LCOR, Incorporated (“LCOR”), a real estate development firm. Mr. Sweeney was employed by the Linpro Company (a predecessor of LCOR) from 1983 to 1994 and served in several capacities, including Financial Vice President and General Partner. During this time, Mr. Sweeney was responsible for the marketing, management, construction, asset management and financial oversight of a diversified portfolio consisting of urban high-rise, mid-rise, flex, warehouse and distribution facilities, retail and apartment complexes. Mr. Sweeney holds a B.S. in Economics from West Chester University in West Chester, Pennsylvania. Mr. Sweeney is a member of the Real Estate Roundtable, NAREIT,the National Association of Real Estate Investment Trusts, the Urban Land Institute, (“ULI”), Chairman of the Schuylkill River Development Corporation, (“SRDC”),Chairman of the Center City District Foundation, and Chairman of the board for the Philadelphia Regional Port Authority and Chairman of the King of Prussia Rail Coalition Advisory Committee.Authority. Additionally, Mr. Sweeney serves on the boards of several other Philadelphia-based civic and non-profit organizations. Mr. Sweeney is also co-founder and co-CEO of Bonomo Turkish Taffy LLC. Qualifications, Attributes, Skills and Experience:Senior executive, with ability to drive and oversee our business strategy; detailed knowledge and unique perspective regarding our strategic and operational opportunities and challenges and our competitive and financial positioning.   PAGE 23 2022 PROXY STATEMENT

Commercial Real Estate	Accounting & Financial	Risk Management	Mergers & Acquisitions	Business Administration & Operations	Governmental & Regulatory Affairs	Marketing & Sales	Capital Deployment & Capital Markets	Executive Leadership & Talent Development	Tenant and Customer Perspective	Sustainability & Corporate Responsibility	Technology

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		Reginald DesRoches Trustee	James C. Diggs Trustee Mr. DiggsDr. DesRoches was first elected a Trustee on March 21, 2011. From 1997 until his retirement in June 2010, Mr. DiggsMay 18, 2021. Dr. DesRoches has served as Senior ViceRice University’s Provost since 2020 and will assume the role of President on July 1, 2022. In his current role, Dr. DesRoches works to advance the University’s teaching, research, and General Counsel of PPG Industries, Inc., a producer of coatingsservice mission. He leads academic programs and glass products. From 2004 to September 2009, Mr. Diggs alsoinitiatives across the University’s eight schools, which serve 7,500 students, and numerous centers and institutes. Dr. DesRoches previously served as Corporate Secretarythe William and Stephanie Sick Dean of PPG Industries, Inc. Mr. DiggsEngineering at the George R. Brown School of Engineering at Rice University, where he provided leadership to a top-ranked engineering school with nine departments, 140 faculty, and 2,500 students. Prior to that, he was chair of the School of Civil & Environmental Engineering at The Georgia Institute of Technology. Dr. DesRoches serves as chair of the National Construction Safety Team Advisory Committee, chairs the advisory board for the Natural Hazards Engineering Research Infrastructure Simulation Center, is a directormember of Allegheny Technologies Inc.the California Department of Transportation Scientific Advisory Board, and is on the Haliburton Labs Clean Energy Accelerator Advisory Board. He received his B.S. in Mechanical Engineering, and Ph.D. in Civil Engineering, both from the University of California, Berkeley. Qualifications, Attributes, Skills and Experience:Legal Commercial real estate; risk management; business administration and risk oversight expertise; complex regulatory; environment, healthoperations; governmental and safety; financial reporting, accountingregulatory affairs; marketing and controls;sales; executive leadership;leadership and talent development; sustainability and corporate and community experience.responsibility; technology.
	Wyche Fowler Trustee Mr. Fowler was first elected a Trustee on September 1, 2004. Mr. Fowler served as a member of the U.S. House of Representatives (1977-1986) and U.S. Senate (1987-1992) and as ambassador to Saudi Arabia (1996-2001). Mr. Fowler received an A.B. degree in English from North Carolina’s Davidson College in 1962 and a J.D. from Emory University in 1969. Mr. Fowler serves on a number of corporate boards, including Shubert Theatre, NY and Mr. Fowler is Chair Emeritus of the Middle East Institute, a nonprofit research foundation in Washington, D.C. Qualifications, Attributes, Skills and Experience:  Deep understanding and experience in government; public policy and foreign policy expertise; complex regulatory; legal expertise; senior leadership; and corporate and community experience.

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Committees of the Board of Trustees

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

The table below provides 2021 membership information for each of the Board Committees and 2021 meeting information.

2021 Meetings

JOYCE

DIGGS

SWEENEY

DESROCHES

HAVERSTICK

HERUBIN

PIZZI

Audit

Commercial Real Estate(Chair)

10

Compensation

Accounting & Financial(Chair)

6

Corporate Governance

Risk Management(Chair)

5

Executive

Mergers & Acquisitions(Chair)

Business Administration & Operations

Governmental & Regulatory Affairs

Marketing & Sales

Capital Deployment & Capital Markets

Executive Leadership & Talent Development

Tenant and Customer Perspective

Sustainability & Corporate Responsibility

Technology

3

Audit Committee

Our Audit Committee assists our Board in overseeing: