DEF 14A of Easterly Government Properties, Inc.

Filed Apr 5, 2024 · FY20230001140361-24-018159

Open on EDGAR

PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board currently consists of seven members, each serving for a term of one year and until their successors are duly elected and qualified. Pursuant to our charter, our directors will be elected annually by our stockholders to serve until the next annual meeting and until their successors are duly elected and qualified. Our bylaws provide that a majority of the entire Board may at any time increase or decrease the number of directors. However, the number of directors may never be less than the minimum number required by the Maryland General Corporation Law, which is one, and, except as set forth in our charter and our bylaws, more than 15. At the 2024 annual meeting, all of the directors will be elected to serve until the 2025 annual meeting and until their successors are duly elected and qualified. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Darrell W. Crate, William H. Binnie, Michael P. Ibe, Cynthia A. Fisher, Scott D. Freeman, Emil W. Henry, Jr. and Tara S. Innes to serve as directors. Each of these nominees currently serves as a member of the Board and has consented to being named in this proxy statement. The Board anticipates that each nominee will serve, if elected, as a director. However, if any nominee is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person or persons as the Board may select. Effective January 1, 2024, the Board appointed Darrell W. Crate as our Chief Executive Officer and William H. Binnie as Chairman of the Board, thereby separating the role of Chairman of the Board from our management team. The Board believes that having strong independent Board leadership in the form of an independent Chairman promotes strong, independent oversight of our management and affairs and is in the best interests of our stockholders. For additional discussion about our leadership structure, refer to “Additional Corporate Governance Matters—Board Leadership Structure” below. The Board unanimously recommends that you vote “FOR” each of its director nominees.
Information Regarding the Director Nominees
Information Regarding the Director Nominees The following table and biographical descriptions set forth certain information with respect to each nominee for election as a director at the annual meeting, based upon information furnished by each director. The biographical information includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.
Information Regarding the Director Nominees
| Name | Age | Position | | Darrell W. Crate | 57 | Chief Executive Officer and Director | | William H. Binnie | 66 | Chairman of the Board of Directors* | | Michael P. Ibe | 77 | Vice Chairman of the Board of Directors and Executive Vice President- Development and Acquisitions | | Cynthia A. Fisher | 63 | Director* | | Scott D. Freeman | 60 | Director* | | Emil W. Henry, Jr. | 63 | Director* | | Tara S. Innes | 66 | Director* |
Information Regarding the Director Nominees
* We have determined that these directors qualify as “independent” under the standards of the NYSE and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Darrell W. Crate has served as our Chief Executive Officer since January 2024 and as a director since February 2015. Mr. Crate served as the Company’s Chairman of the Board from February 2015 through December 2023. In addition to his service with the Company, Mr. Crate founded Easterly Capital, LLC in 2009 and holds various titles in its related entities. Since 2015, Mr. Crate has also been the Managing Principal of Easterly Asset Management (formerly Easterly Partners Group). From 1998 to 2011, Mr. Crate served as the Chief Financial Officer of Affiliated Managers Group (NYSE: AMG), a global asset management holding company. Mr. Crate was previously the Managing Director of the Financial Institutions Group of the Chase Manhattan Corporation based in London and New York, focusing exclusively on investment management firms. Mr. Crate served as Treasurer and on the executive committee of Romney for President during each of the 2008 and 2012 election cycles. Mr. Crate earned his BA from Bates College, where he serves as trustee emeritus, and his MBA from Columbia Business School. William H. Binnie has served as a director since February 2015 and as Chairman of the Board since January 2024. Prior to his appointment as Chairman, Mr. Binnie was the Company’s Lead Independent Director, a position he held since 2016. Mr. Binnie has served as President and Chief Executive Officer of Carlisle Capital Corporation, a private investment and management company with a focus on media and real estate businesses, since 1996. Mr. Binnie served as Chairman of the board, founder and chief executive officer of Carlisle Plastics, Inc., a NYSE listed company that was a consumer company producing products made from plastic, from 1984 until its acquisition by Tyco International Ltd. in 1996. Mr. Binnie is the Chairman of NH1 News, as well as President of 19 radio stations in the Carlisle Media organization. Mr. Binnie was also a candidate for the U.S. Senate from New Hampshire in 2010. Mr. Binnie earned his MBA from Harvard Business School and his AB from Harvard University and is a former member of the Board of Overseers of Harvard University. Michael P. Ibe has served as our Executive Vice President—Development and Acquisitions and Vice Chairman of the Board since February 2015. Mr. Ibe co-founded Western Devcon, Inc. in 1987 and has since then served as president, where he has been primarily responsible for all phases of acquisition and development in each endeavor, including build-to-suit GSA-leased properties of Western Devcon, Inc. and its affiliates. His experience related to construction dates back to 1980, when he served as Vice President of Construction at Ibe Investments, a family-owned real estate company specializing in high-density residential developments in Phoenix, Arizona and luxury single-family developments in San Diego, California. From 1970 to 1980, Mr. Ibe served as a contract administrator and later a vice president and general manager, of Lampco Industries, a San Diego, California manufacturer of precision components for jet engines and nuclear reactors. Mr. Ibe attended Mesa College and San Diego State University. Cynthia A. Fisher has served as a director since February 2015. In 2011, Ms. Fisher founded WaterRev, LLC, an investment company located in Newton, Massachusetts, focused on innovative technology companies that enable sustainable practices of water use. She is an independent investor and consultant to corporate boards and executive management teams. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as Chairman and Chief Executive Officer of ViaCord, Inc. from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company, and served as its president and as a member of the board of directors. ViaCell, the successor to ViaCord, went public in 2005 (Nasdaq: VIAC) and was subsequently sold to PerkinElmer (NYSE: PKI) in 2007. Ms. Fisher also serves on the board of directors of another public company, the Boston Beer Company, Inc. (NYSE: SAM), and on the board of directors of several not-for-profit businesses. Ms. Fisher is Founder and Chairman of PatientRightsAdvocate.org focused on price transparency and a functional market in healthcare. She also co-founded and is Chairman of Fitmoney.org which provides curriculum for K-12 financial literacy. Ms. Fisher serves on the board of the National Park Foundation and previously served on the board of directors of Water.org. Ms. Fisher holds an MBA from Harvard Business School and a BS and honorary Doctorate of Science from Ursinus College. Scott D. Freeman has served as a director since May 2020. Mr. Freeman is Managing Partner of FHR Capital, LLC, a privately held real estate investment and advisory company. Prior to joining FHR Capital in July 2019, Mr. Freeman was with Colony Capital from April 2005 through June 2019 where he was Managing Director and Global Head of Portfolio Management of Colony Capital, Inc. and co-founder of Colony Realty Partners, LLC. Before Colony, he was a Partner and the Director of Acquisitions at TA Associates Realty, LLC from February 1994 to February 2004 where he served on the firm’s Executive Committee and Investment Committee and chaired the Acquisition Committee. Previously, he was an Asset Manager with General Electric Investments and with Aetna Realty Investors. Scott is involved in various volunteer and charitable organizations including serving as a trustee at Bates College. Scott received a BA in Political Science from Bates College and an MBA with concentrations in Real Estate and Finance from the Kellogg School at Northwestern University. Emil W. Henry, Jr. has served as a director since February 2015. Mr. Henry is a former Assistant Secretary of the U.S. Treasury for Financial Institutions and currently is the Chief Executive Officer of Tiger Infrastructure Partners, a private equity firm he founded that is focused on infrastructure investment opportunities. Prior to founding Tiger Infrastructure Partners in 2009, Mr. Henry was head of the Lehman Brothers Private Equity Infrastructure businesses, where he oversaw infrastructure investments. In 2005, Mr. Henry was appointed Assistant Secretary of the U.S. Treasury for Financial Institutions by the President of the United States. Until his departure in 2007, he was a key advisor to two Treasury secretaries on economic, legislative and regulatory matters affecting U.S. financial institutions and markets. Before joining the U.S. Treasury, Mr. Henry was a partner of Gleacher Partners LLC, an investment banking and investment management firm, where he served as chairman of asset management and managing director, and where he oversaw the firm’s investment activities. Before attending business school, Mr. Henry was a member of the principal investing arm of Morgan Stanley, where he was involved in the execution of leveraged buyouts on the firm’s behalf. Mr. Henry’s board memberships presently include ArrowMark Financial Corp, a Nasdaq listed company as well as the boards of a number of private portfolio investments of Tiger Infrastructure Partners. He is also a member of the Council on Foreign Relations. Mr. Henry earned his MBA from Harvard Business School and his BA in Economics from Yale University.
Information Regarding the Director Nominees
Tara S. Innes has served as a director since February 2020. Ms. Innes is a former Managing Director, Global Head of Public Fixed Income Research at AIG Investments, Inc., a position she held from 2009 until April 2016, where she led a team of analysts in New York, London, Tokyo and Tel Aviv responsible for analysis and investment recommendations across investment grade, high yield, sovereign, municipal, and emerging markets asset classes. From 2006 to 2009, Ms. Innes was Team Leader of Financial Institutions at AIG Asset Management US LLC. Before joining AIG in 2006, Ms. Innes served as managing director and team leader for REITs and Financial Institutions at Fitch Learning US Inc., a subsidiary of Fitch Ratings, Inc. Prior to joining Fitch in 2004, Ms. Innes served in various positions at MetLife, Inc. and Merrill Lynch Hubbard, Inc. focused on real estate investments and finance. Ms. Innes is a member of the Board of Directors, Treasurer and Chairman of the Finance Committee of The Credit Roundtable Association, an organization of institutional investors she co-founded in 2007 to educate investors and advocate for bondholders. Ms. Innes has been a frequent speaker at international investor and issuer conferences on a variety of fixed income investment topics and maintains longstanding relationships with the capital markets and syndication teams at many of the largest investment banks. Ms. Innes is National Association of Corporate Directors (NACD) Directorship Certified and earned her CERT Certificate in Cybersecurity Oversight through NACD by completing the Cyber-Risk Oversight Program in 2023. Ms. Innes earned her BA from Boston College.
Compensation Committee
Compensation Committee Our Compensation Committee consists of five of our directors, each of whom is an independent director. We have a Compensation Committee charter that details the principal functions of the Compensation Committee, including:
Compensation Committee
| • | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation; |
Compensation Committee
| • | reviewing and approving the compensation of other senior officers; |
Compensation Committee
| • | reviewing our executive compensation policies and plans; |
Compensation Committee
| • | implementing and administering our incentive compensation and equity-based remuneration plans; |
Compensation Committee
| • | assisting management in complying with our proxy statement and annual report disclosure requirements; |
Compensation Committee
| • | producing a report on executive compensation to be included in our annual proxy statement; and |
Compensation Committee
| • | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for non-employee directors. |
Compensation Committee
Mr. Binnie is the chair and Ms. Fisher, Mr. Freeman, Mr. Henry and Ms. Innes serve as members of the Compensation Committee.
Director Compensation
Director Compensation In 2023, we paid to each of our non-employee directors an annual retainer equal to approximately $190,000, consisting of $75,000 payable in equal bi-annual cash installments and an equity award having a value of approximately $115,000 granted upon the election of the non-employee director following the 2023 annual meeting. The equity awards will vest upon the earlier of the anniversary of the date of grant or the Company’s 2024 annual meeting of stockholders and was made in the form of shares of restricted common stock, or, if elected by such non-employee director, long-term incentive units in our operating partnership, or LTIP units (or a combination of both). In addition, each non-employee director who served as a chair of one of the standing committees of the Board received a $25,000 cash retainer for service as a chair in 2023. The Compensation Committee periodically reviews the compensation of our non-employee directors. In 2023, our Compensation Committee engaged Ferguson Partners Consulting, or FPC, to review our director compensation program and conduct a benchmark analysis of non-employee director compensation programs in place at comparable public companies. Based on its review, the Compensation Committee made no changes to our director compensation program in 2023 other than to approve modest retainers to committee chairs to reflect the additional responsibilities of leading our standing committees. Under our director compensation program, directors do not receive meeting attendance fees for any meeting of our Board or a committee thereof that he or she attends. However, we do reimburse each of our directors for travel expenses incurred in connection with his or her attendance at full Board and committee meetings. Directors of our company who are also employees receive no additional compensation for their services as directors. The following table sets forth information regarding the compensation paid to our non-employee directors during the fiscal year ended December 31, 2023:
Director Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | William H. Binnie | 100,000 | 115,006 | 215,006 | | Cynthia A. Fisher | 100,000 | 114,992 | 214,992 | | Scott D. Freeman | 75,000 | 114,992 | 189,992 | | Emil W. Henry, Jr. | 75,000 | 114,992 | 189,992 | | Tara S. Innes | 100,000 | 114,988 | 214,988 |
Director Compensation
| (1) In connection with our 2023 annual meeting, we granted (i) 8,019 shares of restricted common stock to each of Messrs. Freeman and Henry and Ms. Fisher, (ii) 1,743 shares of restricted common stock and 7,131 LTIP units to Ms. Innes, and (iii) 9,113 LTIP units to Mr. Binnie, in each case pursuant to our 2015 Equity Incentive Plan. Such awards were the only unvested equity awards to our non-employee directors outstanding on December 31, 2023, and will vest upon the earlier of the anniversary of the date of grant or the 2024 annual meeting. Amounts shown reflect the aggregate grant date fair value of shares of restricted stock and LTIP units, as applicable, issued to each director as determined pursuant to Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 “Compensation — Stock Compensation,” or ASC Topic 718, disregarding the estimate of forfeitures. |
Compensation Discussion and Analysis
| • | Provide a competitive level of pay through a combination of base salary, annual cash incentive bonuses, long-term equity incentive compensation and broad-based benefits programs; |
Compensation Discussion and Analysis
| • | Maintain a total compensation package that provides fair, reasonable and competitive compensation for our executives while also permitting us the flexibility to differentiate actual pay based on the level of individual and company performance; and |
Compensation Discussion and Analysis
| • | Reward our executives based on the achievement of company and individual goals and our strategic objective of delivering long-term stable and consistent returns through annual and long-term performance-based incentive compensation, including cash and equity-based incentives. |
2023 Business Highlights
| • | We became a member of GRESB, an independent and voluntary organization providing validated ESG performance data and peer benchmarks to investors. |
Overview of Compensation Philosophy & Objectives
| | What We Don’t Do | | | We do not provide tax gross-up payments to any executive. | | | We do not provide “single-trigger” change of control cash severance payments or equity incentive grants. | | | We do not encourage unnecessary or excessive risk taking; incentive awards do not have guaranteed minimum or uncapped payouts. | | | We do not overemphasize service-based vesting conditions at the expense of performance-based criteria. The majority of our long-term incentive grants must be earned based on rigorous performance criteria. | | | We allow very limited perquisites for our executive officers, structured with specific business rationales. |
Roles of the Compensation Committee, Compensation Consultant and Management
Roles of the Compensation Committee, Compensation Consultant and Management Compensation Committee Our executive compensation programs are administered by the Compensation Committee of the Board. The members of the Compensation Committee are William H. Binnie (Chair), Cynthia A. Fisher, Scott D. Freeman, Emil W. Henry, Jr. and Tara S. Innes, each of whom is “independent” under the independence standards of the NYSE. The Compensation Committee has overall responsibility for monitoring the performance of our executives and evaluating and approving our executive compensation plans, policies and programs. In addition, the Compensation Committee oversees and administers our 2015 Equity Incentive Plan. Compensation Consultant For 2023, the Compensation Committee engaged the services of Ferguson Partners Consulting, or FPC, as its independent outside compensation consultant. All executive compensation services provided by FPC were conducted under the direction or authority of the Compensation Committee, and all work performed by FPC was pre-approved by the Compensation Committee. Neither FPC nor any of its affiliates maintains any other material business relationships with the Company or our executive officers. As requested by the Compensation Committee, in 2023, FPC’s services to the Compensation Committee included preparing analyses of executive compensation levels as compared to a peer group and recommending changes to our executive compensation programs. Management In 2023, our then Chairman and Chief Executive Officer attended Compensation Committee meetings, provided information as to the individual performance of the other executive officers and made annual recommendations to the Compensation Committee of appropriate compensation levels for all executive officers other than himself. Nonetheless, all components of our named executive officers’ compensation must be and were approved by the Compensation Committee in its sole discretion. Peer Group The Compensation Committee regularly reviews external market data to determine the competitiveness of our executive compensation structure. Because of our unique position as the only internally managed public company REIT focused primarily on the acquisition, development and management of commercial properties primarily leased to the U.S. Government, there are no directly comparable peers against which we can assess pay and performance. For external comparisons and in light of best practices, the Compensation Committee, in consultation with FPC, determined that our peer group should generally contain companies that are similar in size to us, defined as companies that are between approximately one-half (0.5x) and twice (2.0x) our size, as defined by total capitalization, a commonly used metric for determining size in the REIT industry. In 2023, we added Retail Opportunity Investments Corp. to our peer group as its total capitalization conformed to the size threshold. Our peers used to assist the Compensation Committee in making 2023 executive compensation decisions consisted of the following public company REITs:
Roles of the Compensation Committee, Compensation Consultant and Management
| Company(3) | Ticker | Equity Market Capitalization ($ millions)(1)(2) | Total Capitalization ($ millions)(1) | Company Size as a Multiple of Easterly (as defined by Equity Market Capitalization) | Company Size as a Multiple of Easterly (as defined by Total Capitalization) | | Terreno Realty Corporation | TRNO | 5,483 | 6,254 | 3.8 | 2.3 | | Kite Realty Group Trust | KRG | 5,097 | 7,997 | 3.5 | 2.9 | | COPT Defense Properties | CDP | 2,933 | 5,421 | 2.0 | 2.0 | | CareTrust REIT, Inc. | CTRE | 2,909 | 3,507 | 2.0 | 1.3 | | DiamondRock Hospitality Company | DRH | 1,975 | 3,384 | 1.4 | 1.2 | | Retail Opportunity Investments Corp. | ROIC | 1,885 | 3,280 | 1.3 | 1.2 | | Easterly Government Properties, Inc. | DEA | 1,447 | 2,745 | NA | NA | | Xenia Hotels & Resorts, Inc. | XHR | 1,416 | 2,830 | 1.0 | 1.0 | | LTC Properties, Inc. | LTC | 1,382 | 2,308 | 1.0 | 0.8 | | Elme Communities | ELME | 1,283 | 1,963 | 0.9 | 0.7 | | Brandywine Realty Trust | BDN | 926 | 3,091 | 0.6 | 1.1 | | Piedmont Office Realty Trust, Inc. | PDM | 880 | 2,936 | 0.6 | 1.1 |
Roles of the Compensation Committee, Compensation Consultant and Management
| (1) Total equity market capitalization and total capitalization numbers as of December 31, 2023. (Source: S&P Global) |
Roles of the Compensation Committee, Compensation Consultant and Management
| (2) Total equity market capitalization is defined as the aggregate market capitalization of all issues of common equity whether traded or non-traded, including convertible common stock on a one-to-one basis until the conversion window opens, and then at the conversion rate, further assuming the conversion of all convertible subsidiary equity into common. If pricing is not available for secondary classes, the price of the primary class is applied. |
Roles of the Compensation Committee, Compensation Consultant and Management
| (3) RPT Realty was acquired in January 2024; as such, we have excluded the company from the table above, though the Compensation Committee used the company as a peer to assist with 2023 compensation decisions prior to the announcement of the acquisition. |
Roles of the Compensation Committee, Compensation Consultant and Management
FPC provides market data and practices of our peer group for the Compensation Committee to consider, as well as executive compensation trends and developments. Specifically, FPC provides information regarding the design and levels of compensation paid by our peers and overall advice to determine the appropriate structure of our executive compensation programs. For purposes of determining the overall level of our named executive officers’ compensation (i.e., base salary, annual incentive cash bonus and long-term equity incentive compensation), the Compensation Committee reviews both the total compensation and the mix of compensation components paid by our peer group to executives in comparable positions. Each named executive officer’s target compensation, however, is not mechanically established as a particular percentage of the peer group. The Compensation Committee also takes into account the named executive officer’s role and experience, as compared to our peers’ executives, and other factors, such as experience, retention and responsibility. In addition, the Compensation Committee believes that ultimately the decision as to appropriate target compensation for a particular executive should be made based on the full review of individual and Company performance, as well as market data. Overall, FPC determined that our executive compensation programs, as structured, are competitive relative to our peers. Based upon the review of peer group compensation levels, and general industry compensation levels, the Compensation Committee believes that the value and design of our executive compensation programs are appropriate for a company of our size, structure and business.
Annual Incentive Cash Bonus
Annual Incentive Cash Bonus Annual incentive cash bonuses are designed to reward our named executive officers for strong financial, operational and individual performance. We expect that eligibility to receive these cash bonuses will incentivize our named executive officers to strive to attain Company and individual performance goals that further our interests and the interests of our stockholders. Under the 2023 annual incentive cash bonus program, the Compensation Committee set target bonuses for each of our named executive officers in early 2023, with such officers eligible to earn up to a maximum of 200% of target based on the Company’s achievement of objective performance criteria (representing 50% of the total bonus opportunity) and up to a maximum of 200% of target based on the named executive officer’s attainment of individualized subjective performance criteria (representing the remaining 50% of the total bonus opportunity). For 2023, the Compensation Committee made no changes to the target bonus amounts established by the Compensation Committee for each of Messrs. Trimble, Ibe and Crate and Ms. Baivier in 2022. Target for Ms. Marino was increased by $10,000 in 2023 from her 2022 target incentive cash bonus to more closely align with competitive market rates and to reflect her successful first full year as our Chief Accounting Officer. The aggregate threshold, target and maximum bonus amounts allocated to each of our named executive officers for 2023 were as follows:
Annual Incentive Cash Bonus
| Named Executive Officer | Threshold (50%) ($) | Target (100%) ($) | Maximum (200%) ($) | | William C. Trimble, III | 432,500 | 865,000 | 1,730,000 | | Meghan G. Baivier | 287,500 | 575,000 | 1,150,000 | | Michael P. Ibe | 277,500 | 555,000 | 1,110,000 | | Darrell W. Crate | 277,500 | 555,000 | 1,110,000 | | Allison E. Marino | 42,500 | 85,000 | 170,000 |
Annual Incentive Cash Bonus
2023 Objective Criteria. Fifty percent of each named executive officer’s annual incentive cash bonus was determined in a formulaic manner based on the Company’s attainment of performance and strategic objectives tied to the Company’s 2023 Core FFO per share on a fully diluted basis and the Company’s ratio of adjusted net debt to annualized quarterly pro forma EBITDA for the fourth quarter 2023. The objective component of the 2023 incentive cash bonus program was based on the attainment of rigorous “threshold,” “target” and “maximum” performance levels corresponding to the payout levels for each objective component of each such named executive officer’s target cash incentive bonus payout, with performance:
Annual Incentive Cash Bonus
| • | below the threshold representing a 0% payout level for each of the performance measures, |
Annual Incentive Cash Bonus
| • | at threshold representing a 50% payout level for each of the performance measures, |
Annual Incentive Cash Bonus
| • | at target representing a 100% payout level for each of the performance measures, and |
Annual Incentive Cash Bonus
| • | at maximum or greater representing a 200% payout level for each of the performance measures. |
Annual Incentive Cash Bonus
The Compensation Committee decided that it was appropriate to use 2023 Core FFO per share on a fully diluted basis as a performance measure, because Core FFO per share is a widely-accepted measure of a REIT’s earnings as well as a more accurate reflection of the ongoing operational and financial performance the Company’s core business. In addition, the Company considers Core FFO per share on a fully diluted basis to be a meaningful Company performance measure because it excludes various items in net income that do not relate to or are not indicative of the operating performance of the ownership and management of the Company’s assets. The Compensation Committee also determined that the Company’s ratio of adjusted net debt to annualized quarterly pro forma EBITDA was an appropriate performance measure to use, as it provides investors and others with additional means of evaluating our overall financial flexibility, capital structure and leverage and is a key indicator of our ability to manage our balance sheet and cash flows in a rising interest rate environment. The Compensation Committee views the ratio as an appropriate measurement of the strength of our balance sheet and our ability to withstand negative economic trends. See Appendix A to this proxy statement for definitions of Core FFO, adjusted net debt and pro forma EBITDA and related reconciliations. The following table sets forth for each of the 2023 objective performance criteria, the final threshold, target and maximum levels established by the Compensation Committee, our actual 2023 results and the payout as a percentage of the objective component achieved. The Compensation Committee believes the narrow band between threshold, target and maximum for each of the performance objectives reflects the uniquely stable nature of our operations and our strategy to deliver consistent, long-term returns to our shareholders.
Annual Incentive Cash Bonus
| Performance Criteria | Target Weighting Level | Threshold | Target | Maximum | Actual 2023 Results | Actual 2023 Payout Percentage Achieved | | Core FFO per share - fully diluted basis | 50% | $1.12 | $1.13 | $1.14 | $1.14 | 200% | | Adjusted Net Debt / Annualized Quarterly Pro Forma EBITDA | 50% | 7.6x | 7.5x | 7.4x | 7.0x | 200% |
Annual Incentive Cash Bonus
The Compensation Committee selected Core FFO per share and adjusted net debt to annualized quarterly pro forma EBITDA as the objective performance criteria for our 2023 annual cash bonus program in February 2023. At the time these measures were selected, the REIT sector faced ongoing disruptions of the commercial real estate markets stemming from macroeconomic events and the rising interest rate environment, resulting in significant uncertainty and potential volatility. The Compensation Committee weighed these factors against our guidance and relatively stable internal projections that are based on cash flows derived primarily from U.S. Government tenants to establish threshold, target and maximum goals that would reward the management team for successfully navigating an uncertain operating environment without incentivizing unnecessary risk taking. Ultimately, our Core FFO per share on a fully diluted basis in 2023 was $1.14, equal to the maximum goal set by the Compensation Committee. This strong Core FFO performance was driven, in part, by the successful renewal of key leases as well as new acquisitions that were not anticipated when the targets were set early in 2023 in light of the continued uncertainties in the real estate market. We also achieved the maximum payout with respect to the Company’s ratio of adjusted net debt to annualized quarterly pro forma EBITDA as a result of the management team’s ability to effectively maintain our balance sheet by, among other things, strategically executing three forward swaps at an opportune moment to effectively fix the interest rate on our 2018 term loan facility and our 2016 term loan facility. We believe these objectives, along with the individual goals discussed below, operated in tandem in 2023 to motivate our executives to grow our portfolio while at the same time motivating them to responsibly manage our capital structure and use of leverage. 2023 Individual Subjective Criteria. Individual goals for each named executive officer accounted for up to 50% of such officer’s annual incentive cash bonus for 2023 and included a subjective evaluation of the leadership and managerial performance of each of our named executive officers. In determining each of our named executive officer’s achievement of his or her individual goals, the Compensation Committee assessed the performance of each named executive officer as compared to his or her individual performance criteria, as set forth below, and made a determination regarding the level of performance achieved.
Annual Incentive Cash Bonus
| 2023 Named Executive Officer | | 2023 Individual Performance Criteria | | William C. Trimble, III Chief Executive Officer and President | | Ensuring the Company achieves its overall strategic and operational objectives. | | | | Identifying and developing new strategic relationships to drive external growth. | | | | Leading the Company’s investor relations efforts and engaging with major stockholders and other market participants to effectively communicate the Company’s strategic, financial and ESG-related goals and objectives. | | | | Promoting the Company’s vision, strategy and culture throughout the organization. | | | | Establishing clear objectives for senior management to align individual and Company objectives and motivating the executive and senior management team to deliver superior results. | | Meghan G. Baivier Executive Vice President, Chief Financial Officer and Chief Operating Officer | | Developing and executing the Company’s capital allocation objectives and effectively managing the Company’s balance sheet. | | | | Leading the Company’s capital markets transactions, including the issuance of debt and equity, as well as its joint venture activities. | | | | Supervising financial reporting and forecasting and related functions, systems, and personnel. | | | | Overseeing the Company’s asset management activities including continued development of the Company’s environmental sustainability efforts and long-term performance goals. | | | | Identifying and developing employee talent and departmental leaders and effectively promoting the Company’s corporate culture to employees. | | Michael P. Ibe Vice Chairman of the Board and Executive Vice President—Development and Acquisitions | | Identifying and executing government development and redevelopment projects to further the Company’s business objectives. | | | | Sourcing acquisition opportunities, including potential sustainable property acquisitions, and overseeing the Company’s acquisition activities. | | | | Identifying and implementing strategies to successfully compete for U.S. Government build-to-suit projects. | | | | Overseeing the Company’s development activities from initial planning to final completion. | | | | Providing leadership and expertise throughout the Company on U.S. Government’s procurement processes and standards. | | Darrell W. Crate Executive Chairman of the Board | | Providing leadership and direction in implementing the Company’s overall strategic business plans. | | | | Guiding the Company in establishing goals and objectives to maximize stockholder value. | | | | Communicating effectively the Company’s vision to investors and market participants. | | | | Providing leadership to the Board to enhance Board effectiveness. | | | | Developing and maintaining open communications and cooperation between management and the Board to assure commonality of purpose. |
Annual Incentive Cash Bonus
| 2023 Named Executive Officer | | 2023 Individual Performance Criteria | | Allison E. Marino Senior Vice President and Chief Accounting Officer | | Executing the Company’s accounting, financial reporting, tax and risk management activities. | | | | Overseeing and implementing internal accounting policies and controls consistent with SEC, GAAP and Sarbanes-Oxley Act of 2002 (“SOX”) compliance. | | | | Coordinating with the Company’s external auditor to ensure smooth annual financial statement and SOX compliance audits. | | | | Overseeing and managing filings of SEC reports and supplemental reports. | | | | Developing the Company’s Enterprise Resource Platform (ERP) to support the Company’s strategic objectives, including its ESG initiatives. |
Annual Incentive Cash Bonus
The Compensation Committee evaluated each individual’s contributions to the Company’s performance against a backdrop of continued economic turbulence headlined by rapidly rising interest rates, geopolitical unrest and disruptions in the capital markets. Despite the challenges facing the U.S. economy generally and the real estate sector in particular, the Company continued to execute its strategy throughout the year. We achieved or advanced each of our strategic goals during 2023, which we believe will position the Company for future success, thanks to the individual contributions of each of our named executive officers. Nevertheless, the Company’s stock price continued to decline during 2023 and, as a result, the Compensation Committee sought to balance disappointing total shareholder returns against short-term operational achievements and the steady advancement of our long-term vision. Based on these factors, the Compensation Committee determined that each named executive officer earned 100% of their target subjective bonus. In particular, the Compensation Committee recognized the following contributions, among others, to the Company’s performance in 2023 by our named executive officers: (i) for Mr. Trimble, leading the senior management team to successfully execute on the Company’s business strategy, expanding on the Company’s outreach efforts with investors and other stakeholders, and effectively transitioning the role of chief executive officer to Mr. Crate; (ii) for Ms. Baivier, successfully leading the Company’s strategic and growth platform during 2023, effectively managing the Company’s balance sheet in the midst of a rising interest rate environment, and leading the Company’s environmental sustainability efforts; (iii) for Mr. Ibe, his leadership in sourcing new investment opportunities, including properties leased to tenant agencies of state governments, and his critical oversight of the Company’s development and redevelopment projects; (iv) for Mr. Crate, his leadership in setting the strategic tone of the Company and guiding the Company with respect to the Company’s overall vision and ESG goals; and (v) for Ms. Marino, providing effective oversight of the accounting, financial reporting, risk management, tax, and internal audit functions and successfully leading the Company’s efforts in developing the ERP to support the Company’s strategic objectives, including its ESG initiatives. Based on the Company’s performance with respect to the objective components of the annual incentive cash bonus program and factoring in the performance of each named executive officer under the pre-established subjective criteria, the Compensation Committee awarded 2023 annual incentive cash bonuses in the amounts set forth in the table below.
Annual Incentive Cash Bonus
| Named Executive Officer | 2023 Incentive Cash Bonus | | 2022 Incentive Cash Bonus | Year-over-Year Change (%) | | | Earned ($) | Percentage of Target Earned (%) | Earned ($) | | | William C. Trimble, III | 1,297,500 | 150% | 1,297,500 | 0% | | Meghan G. Baivier | 862,500 | 150% | 862,500 | 0% | | Michael P. Ibe | 832,500 | 150% | 832,500 | 0% | | Darrell W. Crate | 832,500 | 150% | 832,500 | 0% | | Allison E. Marino | 127,500 | 150% | 112,500 | 13% |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation The Compensation Committee believes that a substantial portion of each named executive officer’s annual compensation should be in the form of long-term equity incentive compensation. Equity incentive awards encourage management to create stockholder value over the long-term, because the value of the equity awards is directly attributable to changes in the price of our common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. Historically, we have granted most of the long-term equity incentive awards to our named executive officers in the form of LTIP units. LTIP units are designed to qualify as “profits interests” in our operating partnership for federal income tax purposes, meaning that initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our 2015 Equity Incentive Plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units, but, as stated above, can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. Prior to the performance measurement date, performance-based LTIP units are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common units. The remaining nine-tenths (90%) of the distributions are treated as “re-invested” and are only earned at the end of the applicable performance period to the extent the underlying LTIP units are also earned. Until and unless parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock. 2023 LTIP Unit Awards. The long-term incentive program is designed to (i) further align the interests of our named executive officers with our stockholders over the longer term, (ii) support the objective of long-term consistent growth and reward our named executive officers based on our performance with respect to our total shareholder return, or TSR, and key Company operational metrics, and (iii) serve as a retention tool for our executives. The 2023 long-term incentive plan consists of a mix of (i) performance-based LTIP unit awards (50%) and (ii) service-based LTIP unit awards (50%). The performance-based LTIP unit awards may be earned based on the Company’s TSR performance, or TSR Performance LTIP Units, or based on the Company’s performance with respect to Company operational metrics, or Operational Performance LTIP Units. TSR Performance LTIP Units. In order to reinforce our pay-for-performance compensation philosophy, the Compensation Committee awarded 50% of the performance-based LTIP unit grants in the form of TSR Performance LTIP Units. The TSR Performance LTIP Units can only be earned if we achieve rigorous performance goals over a three-year period based on (i) TSR performance on an annualized absolute basis, or Absolute TSR, (ii) TSR performance on an annualized basis relative to the FTSE Nareit Equity REITs Index, or Nareit Equity Index Relative TSR, (iii) TSR performance on an annualized basis relative to the FTSE Nareit Office REITs Index, or Nareit Office Index Relative TSR, and (iv) TSR performance on an annualized basis adjusted for the change in price of a zero-coupon 10-year Treasury note, or US Treasury Relative TSR. The TSR Performance LTIP Unit awards are based 25% on Absolute TSR, 25% on Nareit Equity Index Relative TSR, 25% on Nareit Office Index Relative TSR and 25% on US Treasury Relative TSR. The number of earned TSR Performance LTIP Units will be determined by the Compensation Committee following the end of the applicable performance period in accordance with the following payout matrices (as a percentage of target):
Long-Term Equity Incentive Compensation
| (1) The LTIP units subject to Absolute TSR performance will be forfeited in their entirety if Absolute TSR is less than 4%, the LTIP units subject to each of Nareit Equity Index Relative TSR and Nareit Office Index Relative TSR will be forfeited in their entirety if Nareit Equity Index Relative TSR or Nareit Office Index Relative TSR, as applicable, is equal to or less than 75% of the Index, and the LTIP units subject to US Treasury Relative TSR performance will be forfeited in their entirety if US Treasury Relative TSR is less than 3%. In the event that Absolute TSR, Nareit Equity Index Relative TSR, Nareit Office Index Relative TSR or US Treasury Relative TSR, as applicable, falls between two levels in the applicable chart above, linear interpolation will be used to determine the number of LTIP units earned. |
Long-Term Equity Incentive Compensation
Earned awards (if any) will vest following the end of the performance period, subject to the grantee’s continued employment as set forth in the applicable award agreement. Vesting will be accelerated in the event of termination of employment by the Company without cause, or termination of employment by the award recipient for good reason, death or disability. Operational Performance LTIP Units. In order to motivate our named executive officers with respect to a critical operating performance objective (without duplication with the objective criteria of our annual cash bonus program) and in support of our strategic focus on long-term stable and consistent growth, the Compensation Committee awarded the remaining 50% of the performance-based LTIP unit grants in the form of Operational Performance LTIP Units. The Operational Performance LTIP Units are subject to the attainment of operational criteria based on the Company’s average quarterly occupancy percentage over a three-year period. Grants may only be earned if the Company’s average quarterly occupancy percentage equals or exceeds 94% over a three-year period. If the target is not met at the end of the performance period, the issued LTIP units will be forfeited in their entirety. If performance for the performance measure exceeds target at the end of the three-year performance period, no additional LTIP units will be awarded. Earned awards (if any) will vest following the end of the performance period, subject to the grantee’s continued employment as set forth in the applicable award agreement. Vesting will be accelerated in the event of termination of employment by the Company without cause, or termination of employment by the award recipient for good reason, death or disability. Service-Based LTIP Unit Awards. In order to encourage the long-term retention of our named executive officers, the Compensation Committee granted 50% of the 2023 long-term incentive awards in the form of service-based LTIP unit awards. The Compensation Committee believes that service-based LTIP unit awards that vest over time independent of our TSR or operational performance promotes the retention of the Company’s talented management team, while still incentivizing a focus on long-term results because the ultimate value of the underlying stock awards is tied to our stock price. The service-based LTIP units granted for 2023 will vest on December 31, 2025. Vesting will be accelerated in the event of termination of employment by the Company without cause, or termination of employment by the award recipient for good reason, death or disability. The table below sets forth the total number of TSR Performance LTIP Units (at target), Operational Performance LTIP Units and Service-Based LTIP Units awarded to our named executive officers in 2023.
Long-Term Equity Incentive Compensation
| | TSR Performance LTIP Units | | | | Operational Performance LTIP Units | | | Named Executive Officer | Absolute (#) | Equity REIT Index Relative (#) | Office REIT Index Relative (#) | US Treasury Relative (#) | Occupancy Percentage (#) | Service- Based LTIP Units (#) | | William C. Trimble, III | 6,290 | 6,027 | 5,977 | 7,075 | 43,448 | 75,044 | | Meghan G. Baivier | 2,574 | 2,466 | 2,446 | 2,895 | 17,779 | 30,708 | | Michael P. Ibe | 3,853 | 3,692 | 3,662 | 4,333 | 26,616 | 45,971 | | Darrell W. Crate | 3,853 | 3,692 | 3,662 | 4,333 | 26,616 | 45,971 | | Allison E. Marino | 609 | 584 | 579 | 684 | 4,208 | 7,268 |
Status of Outstanding Performance-Based LTIP Unit Awards
Status of Outstanding Performance-Based LTIP Unit Awards The following chart summarizes the performance periods and outcomes of our LTIP unit performance awards granted in 2019, 2020 and 2021, each of which has ended, and the projected outcomes of our 2022 and 2023 LTIP unit performance awards, based on the closing price of our common stock on the NYSE as of December 29, 2023. For each year presented, the payout as a percentage of target is calculated based on the aggregate performance of our TSR performance LTIP unit awards and, as applicable, our operational performance LTIP unit awards, assuming our performance continues through the end of the applicable performance period at the same rate as had occurred from the beginning of each such period through December 31, 2023. As shown below, our outstanding performance LTIP unit awards in the aggregate are expected to perform below target as of December 31, 2023.
Separation Agreement with Mr. Trimble
Separation Agreement with Mr. Trimble On December 6, 2023, we entered into a Transition and Separation Agreement and Release (the “Separation Agreement”) pursuant to which Mr. Trimble retired from his positions as Chief Executive Officer and President and as a member of the Board effective December 31, 2023. Pursuant to the terms of the Separation Agreement, Mr. Trimble received a lump sum severance payment of $400,000 as well as his annual cash bonus for 2023 based on his performance during the year, payable at the same time and subject to the same conditions as the other named executed officers. In addition, Mr. Trimble’s LTIP Units were treated as follows: (i) all of the LTIP Units subject to only time-based vesting conditions vested on December 31, 2023 and (ii) all of the LTIP Units subject to both time- and performance-based vesting conditions will be earned and will continue to vest notwithstanding Mr. Trimble’s departure, with the number of LTIP Units earned under each award agreement to be calculated as of the end of the applicable performance period set forth in the corresponding award agreement in the same manner as if his retirement had not occurred.
Other Elements of Compensation
Other Elements of Compensation Employee Benefits and Perquisites. Our full-time employees are eligible to participate in health and welfare benefit plans, such as medical, dental, life and long-term disability insurance. Pursuant to the terms of their respective employment agreements, Mr. Trimble and Ms. Baivier were also entitled to certain perquisites in 2023. See “—Severance and Change in Control Benefits” below. 401(k) Plan. The Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We established a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Matching Charitable Contributions. We have a charitable donation-matching program pursuant to which the Company will match up to $500 per year of each employee’s donation to a qualifying charitable organization.
Accounting Standards
Accounting Standards The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. ASC Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity awards under our equity incentive plans will be accounted for under ASC Topic 718.
Risk Considerations in Our Compensation Programs
Risk Considerations in Our Compensation Programs The Compensation Committee has discussed the concept of risk as it relates to our compensation programs with management and FPC, and our Compensation Committee does not believe the goals, or the underlying philosophy, of our compensation programs encourage excessive or inappropriate risk taking. We structure the compensation to our executive officers to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or share price performance. The variable portion of compensation (annual incentive cash bonus and long-term equity) is designed to encourage and reward both short- and long-term financial, operational and individual performance, with appropriate caps on the maximum amount of annual cash incentive compensation and shares and/or units that can be earned.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid to our named executive officers:
Summary Compensation Table
| Named Executive Officer and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | William C. Trimble, III Chief Executive Officer and President | 2023 | 800,000 | — | 2,067,726 | 1,297,500 | 416,381 | 4,581,607 | | | 2022 | 750,000 | — | 2,064,957 | 1,297,500 | 12,719 | 4,125,176 | | | 2021 | 750,000 | — | 2,063,297 | 2,162,500 | 12,677 | 4,988,474 | | Meghan G. Baivier Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2023 | 625,000 | — | 846,096 | 862,500 | 13,729 | 2,347,325 | | | 2022 | 575,000 | — | 844,981 | 862,500 | 12,719 | 2,295,201 | | | 2021 | 575,000 | — | 842,107 | 1,437,500 | 12,567 | 2,867,174 | | Michael P. Ibe Director, Vice Chairman of the Board of Directors and Executive Vice President—Development and Acquisitions | 2023 | 575,000 | — | 1,266,665 | 832,500 | 13,222 | 2,687,387 | | | 2022 | 525,000 | — | 1,264,946 | 832,500 | 12,214 | 2,634,661 | | | 2021 | 525,000 | — | 1,263,182 | 1,387,500 | 11,903 | 3,187,585 | | Darrell W. Crate Chairman of the Board of Directors | 2023 | 575,000 | — | 1,266,665 | 832,500 | — | 2,674,165 | | | 2022 | 525,000 | — | 1,264,946 | 832,500 | — | 2,622,446 | | | 2021 | 525,000 | — | 1,263,182 | 1,387,500 | — | 3,175,682 | | Allison E. Marino(4) Senior Vice President and Chief Accounting Officer | 2023 | 385,000 | — | 200,245 | 127,500 | 13,735 | 726,480 | | | 2022 | 335,000 | — | 199,934 | 112,500 | 12,796 | 660,231 | | | 2021 | 121,154 | 185,500 | 249,981 | — | 5,256 | 561,891 |
Summary Compensation Table
| (1) Represents actual base salary earned by each named executive officer during the applicable year. |
Summary Compensation Table
| (2) Amounts shown do not reflect compensation actually received by the named executive officer. For 2021, 2022 and 2023, represents the grant date fair value of 2021, 2022 and 2023, respectively, performance-based and service-based LTIP unit awards, as well as 2021 restricted stock awards. The grant date fair value was determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The maximum values of the 2023 performance-based LTIP units awards, assuming that the highest level of performance is achieved, are as follows: Mr. Trimble—$1,448,737; Ms. Baivier—$592,788; Mr. Ibe—$887,478; Mr. Crate—$887,478 and Ms. Marino—$140,281. A discussion of the assumptions used in calculating these values can be found in Note 8 to our audited financial statements beginning on page F-25 of our Annual Report on Form 10-K for the year ended December 31,2023. |
Summary Compensation Table
| (3) Represents (i) the amounts we paid during fiscal years 2021, 2022 and 2023 for matching 401(k) plan contributions for Mr. Trimble, Ms. Baivier, Mr. Ibe and Ms. Marino, (ii) in fiscal year 2021, $525 matching contributions made by the Company to Mses. Baivier and Marino and $500 to Mr. Trimble, in fiscal year 2022, $550 matching contributions made by the Company to Ms. Marino and $500 to Mr. Trimble and Ms. Baivier, and, for fiscal year 2023, $500 matching contributions made by the Company to Mr. Trimble and Mses. Baivier and Marino, in each case pursuant to the Company’s charitable donation-matching program, and (iii) a lump sum severance payment of $400,000 paid to Mr. Trimble in connection with his separation from the Company on December 31, 2023. |
Summary Compensation Table
| (4) Amount of Ms. Marino’s base salary for 2021 is prorated from her effective date of employment (August 9, 2021) to December 31, 2021, based on annual salary of $300,000. |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to each grant of an award made to our named executive officers in the fiscal year ended December 31, 2023.
2023 Grants of Plan-Based Awards
| Named Executive Officer | Grant Date(1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All other Stock Awards (#) | Grant date fair value of Stock and Option Awards(2) ($) | | William C. Trimble, III | | 432,500 | 865,000 | 1,730,000 | | | | | | | | 1/3/23(3) | | | | | | | 75,044 | 1,033,356 | | | 1/3/23(4) | | | | 12,684 | 25,369 | 50,736 | | 414,367 | | | 1/3/23(5) | | | | | 43,448 | | | 620,003 | | Meghan G. Baivier | | 287,500 | 575,000 | 1,150,000 | | | | | | | | 1/3/23(3) | | | | | | | 30,708 | 422,849 | | | 1/3/23(4) | | | | 5,190 | 10,381 | 20,759 | | 169,541 | | | 1/3/23(5) | | | | | 17,779 | | | 253,706 | | Michael P. Ibe | | 277,500 | 555,000 | 1,110,000 | | | | | | | | 1/3/23(3) | | | | | | | 45,971 | 633,021 | | | 1/3/23(4) | | | | 7,770 | 15,540 | 31,080 | | 253,834 | | | 1/3/23(5) | | | | | 26,616 | | | 379,810 | | Darrell W. Crate | | 277,500 | 555,000 | 1,110,000 | | | | | | | | 1/3/23(3) | | | | | | | 45,971 | 633,021 | | | 1/3/23(4) | | | | 7,770 | 15,540 | 31,080 | | 253,834 | | | 1/3/23(5) | | | | | 26,616 | | | 379,810 | | Allison E. Marino | | 42,500 | 85,000 | 170,000 | | | | | | | | 1/3/23(3) | | | | | | | 7,268 | 100,080 | | | 1/3/23(4) | | | | 1,228 | 2,456 | 4,912 | | 40,116 | | | 1/3/23(5) | | | | | 4,208 | | | 60,049 |
2023 Grants of Plan-Based Awards
| (1) The grant date is considered to be the date the equity-based awards were approved by the Compensation Committee. |
2023 Grants of Plan-Based Awards
| (2) Represents the grant date fair value of LTIP units granted to our named executive officers in 2023, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 8 to our audited financial statements beginning on page F-25 of our Annual Report on Form 10-K for the year ended December 31, 2023. |
2023 Grants of Plan-Based Awards
| (3) Represents service-based LTIP units granted to each of the named executive officers in 2023. For each named executive officer, the service-based LTIP units will vest on December 31, 2025, subject to the grantee’s continued employment. |
2023 Grants of Plan-Based Awards
| (4) Represents TSR performance-based LTIP unit awards granted to each of our named executive officers in 2023. The awards may be earned at threshold, target or maximum based on a performance period ending on December 31, 2025. The performance criteria are based 25.0% on the Company’s absolute total shareholder return performance, 25.0% on the Company’s total shareholder return performance relative to the FTSE Nareit Equity REITs Index, 25.0% on the Company’s total shareholder return performance relative to the FTSE Nareit Office REITs Index and 25.0% on the Company’s U.S. Treasury relative total shareholder performance during the performance period, with all LTIP units vesting when earned following the end of the performance period. For a description of threshold, target and maximum performance for each tranche, see “Executive Compensation – Compensation Discussion and Analysis– Long-Term Equity Incentive Compensation.” |
2023 Grants of Plan-Based Awards
| (5) Represents operational performance-based LTIP unit awards granted to each of our named executive officers in 2023. The performance criteria are based on the Company’s average quarterly occupancy percentage over a three-year performance period ending on December 31, 2025. During this period, average quarterly occupancy percentage must be at least 94%. No portion of the awards will be earned unless the target performance level is achieved. Earned awards, if any, may not exceed target and vest when earned following the end of the performance period, subject to the grantee’s continued employment. |
2023 Grants of Plan-Based Awards
Grants of all equity awards were made pursuant to our 2015 Equity Incentive Plan. The vesting of each award is subject to acceleration in connection with certain triggering events as described below under “—Potential Payments Upon Termination or Change in Control.” We pay holders of service-based LTIP units dividends, whether vested or not, at the same rate per share as dividends per share paid to our common stockholders. Prior to the performance measurement date, performance-based LTIP units are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common units. The remaining nine-tenths (90%) of the distributions are treated as “re-invested” and are only earned at the end of the applicable performance period to the extent the underlying LTIP units are also earned. Until and unless parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth the aggregate number of LTIP units and shares of restricted stock that vested in 2023. The Value Realized on Vesting is the product of (1) the closing price on the NYSE of a share of our common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading date), multiplied by (2) the number of LTIP units and shares of restricted stock vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions. There were no exercises of options, stock appreciation rights or similar instruments by any named executive officer during 2023.
2023 Option Exercises and Stock Vested
| Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | William C. Trimble, III | 210,744 | 2,921,795 | | Meghan G. Baivier | 40,123 | 575,738 | | Michael P. Ibe | 60,185 | 863,613 | | Darrell W. Crate | 60,185 | 863,613 | | Allison E. Marino | 6,640 | 99,467 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table sets forth the amounts that would have been paid to our named executive officers (other than Mr. Trimble, who retired effective December 31, 2023, as discussed above) in the event of a termination by us without “cause” or by the executive for “good reason” other than in connection with a change in control; upon death or disability; upon a change in control without termination and upon a termination by us without “cause” or by the executive for “good reason” in connection with a change in control occurring, in each case, as of December 31, 2023 (the closing price per share of our common stock was $13.44 as of December 29, 2023). The amounts in the tables below exclude payments that would be made for (i) accrued salary and vacation pay; (ii) distribution of plan balances under our 401(k) plan; (iii) life insurance proceeds in the event of death; and (iv) disability insurance payouts in the event of disability to the extent they have been earned prior to the termination of employment or are provided on a non-discriminatory basis to salaried employees upon termination of employment.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Without Cause / For Good Reason ($) | Death / Disability ($) | Change in Control (No Termination)(4) ($) | Change in Control (Termination Without Cause / For Good Reason) ($) | | Meghan G. Baivier | | | | | | Bonus | 575,000 | 862,500 | — | 575,000 | | Cash Severance(1) | 312,500 | — | — | 312,500 | | Performance-Based Awards(2) | 177,435 | 177,435 | — | 503,284 | | Service-Based Awards | 618,361 | 618,361 | — | 618,361 | | Benefits Continuation(3) | 12,313 | — | — | 12,313 | | Total(5) | 1,695,609 | 1,658,296 | — | 2,021,458 | | Michael P. Ibe | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(2) | 266,112 | 266,112 | — | 754,347 | | Service-Based Awards | 925,707 | 925,707 | — | 925,707 | | Benefits Continuation | — | — | — | — | | Total | 1,191,819 | 1,191,819 | — | 1,680,054 | | Darrell W. Crate | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(2) | 266,112 | 266,112 | — | 754,347 | | Service-Based Awards | 925,707 | 925,707 | — | 925,707 | | Benefits Continuation | — | — | — | — | | Total | 1,191,819 | 1,191,819 | — | 1,680,054 | | Allison E. Marino | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(2) | — | — | — | 41,615 | | Service-Based Awards | 205,833 | 205,833 | — | 205,833 | | Benefits Continuation | — | — | — | — | | Total | 205,833 | 205,833 | — | 247,448 |
Potential Payments Upon Termination or Change in Control
| (1) Represents a lump sum payment equal to six months of base salary. |
Potential Payments Upon Termination or Change in Control
| (2) In accordance with the terms of our performance-based LTIP unit awards outstanding as of December 31, 2023, in the event of a change in control during the performance period, the performance period will be shortened to end on the date of the change in control and the executives’ awards will be based on performance through that date, with further proration if the change in control occurs prior to the final year of the performance period. Any LTIP units earned upon a change in control will remain subject to service-based vesting but will be fully vested in the event of termination by us without cause or by the executive for good reason within 18 months following the change in control. Based on our performance from the beginning of each applicable performance period through December 31, 2023, in the event of a change in control as of December 31, 2023, a portion of all of our outstanding performance LTIP unit awards would have been earned. |
Potential Payments Upon Termination or Change in Control
| If an executive’s employment is terminated before the end of a performance period as a result of death or disability, or is terminated by us without cause or by the executive for good reason (other than within 18 months following a change in control), the executive’s award will be calculated as of the end of the performance period in the same manner as if such termination had not occurred, but prorated based on the number of days in the performance period during which such executive was employed by us. |
Potential Payments Upon Termination or Change in Control
| As of December 31, 2023, our named executive officers vested in performance-based LTIP units having the following values based on a per share value of $13.44, the closing price of our common stock on December 29, 2023, that were earned, upon determination by our Compensation Committee in January 2024, based on our performance for the period ending on December 31, 2023, and that would have vested upon such a termination: Ms. Baivier—$177,435; Mr. Ibe—$266,112; and Mr. Crate—$266,112. These amounts are included in the table above. |
Potential Payments Upon Termination or Change in Control
| (3) Represents an estimated amount equal to the monthly employer contribution to provide health and dental insurance for a period of six months. |
Potential Payments Upon Termination or Change in Control
| (4) Does not include equity awards that by their terms only vest to the extent outstanding awards are not assumed by a successor company in connection with a change in control. |
Potential Payments Upon Termination or Change in Control
| (5) In the event the executive would become subject to an excise tax under Section 4999 of the Code imposed on parachute payments (within the meaning of Section 280G of the Code), the amounts payable as described above would be reduced to the level so that the excise tax will not apply, but only if such reduction would result in a greater after-tax amount to the executive. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K promulgated by the SEC, we are providing the following information about the ratio of the median employee’s total annual compensation to the total annual compensation of our Chief Executive Officer for the year ended December 31, 2023:
Pay Ratio Disclosure
| • | Median employee total annual compensation (excluding our Chief Executive Officer): $160,938 |
Pay Ratio Disclosure
| • | Our Chief Executive Officer total annual compensation (as reported in the “Summary Compensation Table” presented above): $4,581,607 |
Pay Ratio Disclosure
| • | Ratio of median employee total annual compensation to Chief Executive Officer total annual compensation: 28:1 |
Pay Ratio Disclosure
We identified the median employee using the amount reported as compensation on the employee’s Form W-2 for the year ended December 31, 2023, for all individuals who were employed by us on December 31, 2023, the last day of our payroll year (whether employed on a full-time, part-time or seasonal basis). Employees on leave of absence were excluded from the list and reportable wages were annualized for those employees who were not employed for the full calendar year.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The information below presents the relationship between the compensation of our principal executive officer (“PEO”) and our other named executive officers (“Non-PEO NEOs”) and certain performance measures in accordance with Item 402(v) of Regulation S-K. For a discussion of our compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above. Pay Versus Performance Table
Pay Versus Performance Disclosure
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (in thousands) ($) | Core FFO per Share on a Fully- Diluted Basis(6) ($) | | 2023 | 4,581,607 | 4,473,852 | 2,108,839 | 2,064,389 | 71 | 89 | 21,060 | 1.14 | | 2022 | 4,125,176 | 1,508,380 | 2,053,135 | 939,493 | 70 | 83 | 35,562 | 1.28 | | 2021 | 4,988,474 | 4,627,666 | 2,448,083 | 2,302,922 | 106 | 107 | 33,957 | 1.31 | | 2020 | 4,214,702 | 2,881,942 | 2,242,406 | 1,632,911 | 100 | 86 | 13,528 | N/A |
Pay Versus Performance Disclosure
| (1) For all periods presented, our PEO was Mr. Trimble. For 2021, 2022 and 2023, our Non-PEO NEOs consisted of Ms. Baivier, Mr. Ibe, Mr. Crate, and Ms. Marino. For 2020, our Non-PEO NEOs consisted of Ms. Baivier, Mr. Ibe, Mr. Crate and Ms. Bernard. |
Pay Versus Performance Disclosure
| (2) Represents amounts of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual amount of compensation earned by or paid to Mr. Trimble during each year. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for each year to calculate the amounts set forth in “Compensation Actually Paid to PEO” column in the table above. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO ($) | Less Summary Compensation Table Value of Equity Awards(a) ($) | Fair Value of Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 4,581,607 | (2,067,726) | 1,959,971 | 4,473,852 | | 2022 | 4,125,176 | (2,064,957) | (551,839) | 1,508,380 | | 2021 | 4,988,474 | (2,063,297) | 1,702,489 | 4,627,666 | | 2020 | 4,214,702 | (1,652,210) | 319,450 | 2,881,942 |
Pay Versus Performance Disclosure
| (a) Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. |
Pay Versus Performance Disclosure
| (b) The equity award adjustments for each fiscal year include the following: (i) the addition of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such awards in the applicable year prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Disclosure
| Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Awards ($) | Total Equity Award Adjustments(i) ($) | | 2023 | 902,534 | (62,924) | 1,008,591 | (71,847) | — | 183,617 | 1,959,971 | | 2022 | 1,018,945 | (1,143,017) | — | (558,348) | — | 130,581 | (551,839) | | 2021 | 2,127,304 | (561,405) | — | 35,910 | — | 100,680 | 1,702,489 | | 2020 | 1,693,530 | (1,515,183) | — | 75,873 | — | 65,230 | 319,450 |
Pay Versus Performance Disclosure
| (i) The fair values of time-based equity awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. The fair values of operational performance-based LTIP unit awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date, assumes estimated performance results as of the end of each reporting year and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. The fair value of total shareholder return performance-based LTIP units are based on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. |
Pay Versus Performance Disclosure
| (3) Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual average amount of compensation earned by or paid to our named executive officers other than Mr. Trimble as a group. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for the named executive officers as a group (excluding Mr. Trimble) each year to calculate the amounts set forth in “Compensation Actually Paid to non-PEO NEOs” column in the table above, using the same methodology as set forth in footnote 1(b), above. |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Less Average Summary Compensation Table Value of Equity Awards(a) ($) | Average Fair Value of Equity Award Adjustments(b) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,108,839 | (894,918) | 850,468 | 2,064,389 | | 2022 | 2,053,135 | (893,702) | (219,940) | 939,493 | | 2021 | 2,448,083 | (904,613) | 759,452 | 2,302,922 | | 2020 | 2,242,406 | (733,352) | 123,857 | 1,632,911 |
Pay Versus Performance Disclosure
| (a) Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. |
Pay Versus Performance Disclosure
| (b) The equity award adjustments for each fiscal year reflect the same methodology set forth in footnote 1, above. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Disclosure
| Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Awards ($) | Total Equity Award Adjustments(i) ($) | | 2023 | 827,142 | (41,584) | — | (15,481) | — | 80,391 | 850,468 | | 2022 | 440,993 | (490,446) | — | (227,904) | — | 57,417 | (219,940) | | 2021 | 931,653 | (229,037) | — | 14,971 | — | 41,865 | 759,452 | | 2020 | 751,692 | (690,701) | — | 33,794 | — | 29,072 | 123,857 |
Pay Versus Performance Disclosure
| (i) The fair values of time-based equity awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. The fair values of operational performance-based LTIP unit awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date, assumes estimated performance results as of the end of each reporting year and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. The fair value of total shareholder return performance-based LTIP units are based on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 and includes the dollar value of dividends paid on such awards in the applicable year prior to the vesting date. |
Pay Versus Performance Disclosure
| (4) TSR is calculated assuming a $100 investment in the Company and the peer group on December 31, 2019, and assuming the reinvestment of any dividends during the applicable measurement period, calculated through the end of the year shown based on share prices or index values, as applicable. |
Pay Versus Performance Disclosure
| (5) For each year, represents the TSR for the 2023 benchmarking peer group described in “Compensation Discussion and Analysis,” which includes the following peer companies: Brandywine Realty Trust, CoreTrust REIT, Inc., COPT Defense Properties, DiamondRock Hospitality Company, Elme Communities (formerly known as Washington Real Estate Investment Trust), Kite Realty Group Trust, LTC Properties, Inc., Piedmont Office Realty Trust, Inc., Retail Opportunity Investment Corp., Terreno Realty Corporation and Xenia Hotels and Resorts, Inc. As described in “Compensation Discussion and Analysis,” the 2023 benchmarking peer group is identical to the peer group we used for compensation benchmarking purposes in 2022, with the addition of Realty Opportunity Investments Corp. because its total capitalization fit our size criteria. If we had continued to use the same peer group as we did in 2022, Peer Group Total Shareholder Return would be $89 for 2023, $83 for 2022, $107 for 2021 and $86 for 2020. |
Pay Versus Performance Disclosure
| (6) As required by Item 402(v) of Regulation S-K, the Company has identified Core FFO per share on a fully diluted basis as the most important financial metric used to link pay and performance for 2023. Fifty percent of the objective component of the Company’s annual incentive cash bonus program for 2023 was based on the Company’s achievement of Core FFO per share on a fully diluted basis. In addition, the Company considers Core FFO per share on a fully diluted basis to be a meaningful Company measure because it excludes various items in net income that do not relate to or are not indicative of the operating performance of the ownership and management of Company assets. The Company, however, did not begin reporting Core FFO financial results until 2022, when it publicly disclosed 2021 and 2022 Core FFO per share on a fully diluted basis, and did not use Core FFO in its annual incentive cash bonus program until 2023. As such, the Company’s Core FFO per share on a fully diluted basis results for the year ending December 31, 2020 is not available. In addition, in its 2023 proxy statement relating to 2022 performance, the Company instead identified FFO per share on a fully diluted basis as the most important financial metric used to link pay and performance as required by Item 402(v) of Regulation S-K. For comparison to the Core FFO results reported above, the Company achieved FFO per share on a fully diluted basis of $1.13 for 2023, $1.27 for 2022, $1.31 for 2021 and $1.26 for 2020. Refer to Appendix A to this proxy statement for more information regarding Core FFO per share on a fully diluted basis and FFO per share on a fully diluted basis. |
Pay Versus Performance Disclosure
Relationship Between Compensation Actually Paid and Financial Performance The following graphs illustrate the relationship across our last four completed fiscal years between the amounts disclosed in the Pay Versus Performance Table, above, as “Compensation Actually Paid” to our PEO and the “Average Compensation Actually Paid” to our non-PEO named executive officers and TSR, Peer Group TSR, Net Income and FFO per share on a fully diluted basis and Core FFO per share on a fully diluted basis.
Compensation Actually Paid (CAP) vs Total Shareholder Return
Compensation Actually Paid (CAP) vs Total Shareholder Return
Compensation Actually Paid (CAP) vs Net Income
Compensation Actually Paid (CAP) vs Net Income
Compensation Actually Paid (CAP) vs FFO per Share, on a Fully Diluted Basis /
Compensation Actually Paid (CAP) vs FFO per Share, on a Fully Diluted Basis /

DEF 14A of Easterly Government Properties, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

Information Regarding the Director Nominees

Information Regarding the Director Nominees

Information Regarding the Director Nominees

Information Regarding the Director Nominees

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Director Compensation

Director Compensation

Director Compensation

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Compensation Discussion and Analysis

2023 Business Highlights

Overview of Compensation Philosophy & Objectives

Roles of the Compensation Committee, Compensation Consultant and Management

Roles of the Compensation Committee, Compensation Consultant and Management

Roles of the Compensation Committee, Compensation Consultant and Management

Roles of the Compensation Committee, Compensation Consultant and Management

Roles of the Compensation Committee, Compensation Consultant and Management

Roles of the Compensation Committee, Compensation Consultant and Management

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Annual Incentive Cash Bonus

Long-Term Equity Incentive Compensation

Long-Term Equity Incentive Compensation

Long-Term Equity Incentive Compensation

Long-Term Equity Incentive Compensation

Status of Outstanding Performance-Based LTIP Unit Awards

Separation Agreement with Mr. Trimble

Other Elements of Compensation

Accounting Standards

Risk Considerations in Our Compensation Programs

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Grants of Plan-Based Awards

2023 Option Exercises and Stock Vested

2023 Option Exercises and Stock Vested

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Pay Ratio Disclosure

Pay Ratio Disclosure

Pay Ratio Disclosure