DEF 14A of Easterly Government Properties, Inc., Apr 18, 2025

DEF 14A of Easterly Government Properties, Inc.

Filed Apr 18, 2025 · FY20240001140361-25-014569

Open on EDGAR

  1. 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 2025 annual meeting, all of the directors will be elected to serve until the 2026 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.

  2. Information Regarding the Director Nominees

    Information Regarding the Director Nominees The following table and biographical descriptions set forth certain information, as of the date of this proxy statement, 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.

  3. Information Regarding the Director Nominees

    | Name | Age | Position | | Darrell W. Crate | 58 | President, Chief Executive Officer and Director | | William H. Binnie | 67 | Chairman of the Board of Directors* | | Michael P. Ibe | 78 | Vice Chairman of the Board of Directors and Executive Vice President- Development and Acquisitions | | Cynthia A. Fisher | 64 | Director* | | Scott D. Freeman | 61 | Director* | | Emil W. Henry, Jr. | 64 | Director* | | Tara S. Innes | 67 | Director* |

  4. 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, as President since September 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. Ms. Fisher is an independent investor, entrepreneur, and advisor. She is Founder and Chairman of PatientRightsAdvocate.org, a nonprofit, non-partisan organization that seeks systemwide healthcare price transparency to empower American consumers and employers to know actual quality and prices of care and coverage upfront and create a functional marketplace in healthcare to lower costs, improve quality, and broaden affordable access through competition and choice. 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. 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. 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. After 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.

  5. 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.

  6. 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:

  7. 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; |

  8. Compensation Committee

    | • | reviewing and approving the compensation of other senior officers; |

  9. Compensation Committee

    | • | reviewing our executive compensation policies and plans; |

  10. Compensation Committee

    | • | implementing and administering our incentive compensation and equity-based remuneration plans; |

  11. Compensation Committee

    | • | assisting management in complying with our proxy statement and annual report disclosure requirements; |

  12. Compensation Committee

    | • | producing a report on executive compensation to be included in our annual proxy statement; and |

  13. Compensation Committee

    | • | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for non-employee directors. |

  14. Compensation Committee

    Mr. Binnie is the chair and Ms. Fisher, Mr. Freeman, Mr. Henry and Ms. Innes serve as members of the Compensation Committee.

  15. Director Compensation

    Director Compensation In 2024, 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 2024 annual meeting. The equity awards will vest upon the earlier of the anniversary of the date of grant or the Company’s 2025 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 2024. The Compensation Committee periodically reviews the compensation of our non-employee directors. In 2024, 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 2024. 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, 2024:

  16. Director Compensation

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | William H. Binnie | 100,000 | 114,989 | 214,989 | | Cynthia A. Fisher | 100,000 | 114,991 | 214,991 | | Scott D. Freeman | 75,000 | 114,991 | 189,991 | | Emil W. Henry, Jr. | 75,000 | 114,991 | 189,991 | | Tara S. Innes | 100,000 | 114,994 | 214,994 |

  17. Director Compensation

    | (1) In connection with our 2024 annual meeting, we granted (i) 9,527 shares of restricted common stock to each of Messrs. Freeman and Henry and Ms. Fisher, (ii) 7,042 shares of restricted common stock and 2,814 LTIP units to Ms. Innes, and (iii) 10,787 LTIP units to Mr. Binnie, in each case pursuant to our 2024 Equity Incentive Plan. Such awards were the only unvested equity awards to our non-employee directors outstanding on December 31, 2024, and will vest upon the earlier of the anniversary of the date of grant or the 2025 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. |

  18. 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; |

  19. 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 |

  20. 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. |

  21. 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 2024 Equity Incentive Plan. Compensation Consultant The Compensation Committee retained Ferguson Partners Consulting, or FPC, as its independent outside compensation consultant until May 2024. FPC provided the Compensation Committee with peer group market data and practices used to determine the overall design of the Company's 2024 executive compensation program and to set 2024 base salaries and 2024 long-term incentive grants, which were issued to our named executive officers in January 2024. In May 2024, the Compensation Committee replaced FPC, as its independent outside compensation consultant, with FTI Consulting, or FTI. At the direction of the Compensation Committee, FTI conducted a review of the design, targets and criteria previously recommended by FPC with respect to the Company’s 2024 annual incentive cash bonus program. All executive compensation services provided by FTI and FPC were conducted under the direction or authority of the Compensation Committee, and all work performed by FTI and FPC was pre-approved by the Compensation Committee. Neither FTI, FPC nor any of their respective affiliates maintains any other material business relationships with the Company or our executive officers. Management In 2024, our 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 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 generally 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 2024, we removed Retail Opportunity Investments Corp. and Kite Realty Group Trust from our peer group due to M&A activity and changes in capitalization. Our peers used to assist the Compensation Committee in making 2024 executive compensation decisions consisted of the following public company REITs:

  22. Roles of the Compensation Committee, Compensation Consultant and Management

    | Company | 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 Corp | TRNO | 5,898 | 6,722 | 4.4 | 2.3 | | CareTrust REIT, Inc. | CTRE | 5,067 | 5,464 | 3.8 | 1.9 | | COPT Defense Properties | CDP | 3,547 | 5,989 | 2.6 | 2.0 | | DiamondRock Hospitality Company | DRH | 1,885 | 3,065 | 1.4 | 1.0 | | Xenia Hotels & Resorts, Inc. | XHR | 1,589 | 2,942 | 1.2 | 1.0 | | LTC Properties, Inc. | LTC | 1,564 | 2,248 | 1.2 | 0.8 | | Elme Communities | ELME | 1,344 | 2,043 | 1.0 | 0.7 | | Easterly Government Properties, Inc. | DEA | 1,340 | 2,941 | NA | NA | | Piedmont Office Realty Trust, Inc. | PDM | 1,135 | 3,357 | 0.8 | 1.1 | | Brandywine Realty Trust | BDN | 970 | 3,206 | 0.7 | 1.1 |

  23. Roles of the Compensation Committee, Compensation Consultant and Management

    | (1) Total equity market capitalization and total capitalization numbers as of December 31, 2024. (Source: S&P Global) |

  24. 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. |

  25. Roles of the Compensation Committee, Compensation Consultant and Management

    FPC provided market data and practices of our peer group for the Compensation Committee to consider, as well as executive compensation trends and developments. Specifically, FPC provided 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.

  26. Elements of the Compensation Program

    Elements of the Compensation Program We have designed our executive compensation programs to include three principal elements – (i) base salary, (ii) annual incentive cash bonus, and (iii) performance- and service-based long-term equity incentives, in the form of long-term incentive units in our operating partnership, or LTIP units, each of which is integrated into the Company’s executive compensation program and intended to achieve different objectives. We believe that an emphasis on annual incentive cash bonus and long-term equity incentive compensation creates greater alignment with the interests of our stockholders, ensures that our business strategy is executed by decision-makers in a manner that focuses on the creation of both long-term value and short-term results, and encourages prudent evaluation of risks. The following graphics illustrate the mix among base salary, incentive cash bonus and long-term equity compensation for our Chief Executive Officer and each of our other named executive officers as a percentage of his or her total compensation for 2024.

  27. Elements of the Compensation Program

    | (1) Amounts shown consist of (i) 2024 base salary, (ii) 2024 target incentive cash bonus compensation, and (iii) the grant date fair value of long-term equity incentive grants made in 2024 to each of our named executive officers, including Ms. Baivier, who resigned from the Company effective September 13, 2024. |

  28. 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. The Compensation Committee set target bonuses later than in previous years following its engagement of FTI as the committee’s new compensation consultant, based on a full review and reassessment of the 2024 annual incentive cash bonus program initially conducted by FPC. Following the transition, the Compensation Committee established the design of the 2025 annual incentive cash bonus program in late 2024, commensurate with timing in prior years. Under the 2024 annual incentive cash bonus program, each of Messrs. Crate and Ibe and Ms. Marino were 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). In light of his role as the Company’s General Counsel and his recent promotion to executive officer, Mr. Logan's bonus was based 100% on individualized subjective performance criteria for 2024. His total 2024 bonus opportunity was divided into two equal portions each having a target bonus opportunity of $150,000, with 50% determined and paid during the third quarter of 2024 based on his performance during the first half of the year and the balance determined and paid in 2025 based on his performance during the second half of 2024. The final threshold, target and maximum bonus amounts allocated to each of our named executive officers, other than Ms. Baivier, for 2024 are listed below. Ms. Baivier was not considered for an annual incentive cash bonus in 2024, as she resigned from the Company on September 13, 2024, and is therefore not included in the following discussion regarding the Company's 2024 annual incentive cash bonus program.

  29. Annual Incentive Cash Bonus

    | Named Executive Officer | Threshold (50%) ($) | Target (100%) ($) | Maximum (200%) ($) | | Darrell W. Crate | 700,000 | 1,400,000 | 2,800,000 | | Allison E. Marino | 150,000 | 300,000 | 600,000 | | Michael P. Ibe | 350,000 | 700,000 | 1,400,000 | | Franklin V. Logan | 150,000 | 300,000 | 600,000 |

  30. Annual Incentive Cash Bonus

    2024 Objective Criteria. Fifty percent of the annual incentive cash bonus for each Messrs. Crate and Ibe and Ms. Marino was determined in a formulaic manner based on the Company’s attainment of performance and strategic objectives tied to the Company’s 2024 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 2024. The objective component of the 2024 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:

  31. Annual Incentive Cash Bonus

    | • | below the threshold representing a 0% payout level for each of the performance measures, |

  32. Annual Incentive Cash Bonus

    | • | at threshold representing a 50% payout level for each of the performance measures, |

  33. Annual Incentive Cash Bonus

    | • | at target representing a 100% payout level for each of the performance measures, and |

  34. Annual Incentive Cash Bonus

    | • | at maximum or greater representing a 200% payout level for each of the performance measures. |

  35. Annual Incentive Cash Bonus

    The Compensation Committee decided that it was appropriate to use 2024 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. Overall, the Compensation Committee increased the rigor of the 2024 objective performance hurdles from those established in 2023, including (i) year-over-year increases to the threshold, target and maximum Core FFO per share performance hurdles, as a result of which the 2023 maximum performance Core FFO hurdle of $1.14 per share was below the 2024 threshold Core FFO performance hurdle of $1.16, and (ii) year-over-year changes to the threshold, target and maximum of the ratio of Adjusted Net Debt to Annualized Quarterly Pro Forma EBITDA performance hurdle resulting in the 2023 target and maximum performance hurdles equaling the threshold and target 2024 performance hurdles of 7.5x and 7.4x, respectively. The following table sets forth, for each of the 2024 objective performance criteria, the final threshold, target and maximum levels established by the Compensation Committee, our actual 2024 results and the payout as a percentage of the objective component achieved. In establishing the hurdles for each of the performance objectives, the Compensation Committee considered the uniquely stable nature of our operations and determined that the narrow band between performance levels was consistent with our strategy to deliver long-term value to our shareholders.

  36. Annual Incentive Cash Bonus

    | Performance Criteria | Target Weighting Level | Threshold ($) | Target ($) | Maximum ($) | Actual 2024 Results ($) | Actual 2024 Payout Percentage Achieved (%) | | Core FFO per share—fully diluted basis | 50% | 1.16 | 1.17 | 1.19 | 1.17 | 100 | | Adjusted Net Debt / Annualized Quarterly Pro Forma EBITDA | 50% | 7.5x | 7.4x | 7.2x | 7.1x | 200 |

  37. Annual Incentive Cash Bonus

    2024 Individual Subjective Criteria. Individual goals for each of Messrs. Crate and Ibe and Ms. Marino accounted for up to 50% of such officer’s 2024 annual incentive cash bonus and for Mr. Logan 100% of his 2024 annual incentive cash bonus. In each case, determination of performance included a subjective evaluation of the leadership and managerial performance of each such named executive officer. In determining each of such named executive officer's achievement of his or her individual goals, the Compensation Committee assessed the performance of each such 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.

  38. Annual Incentive Cash Bonus

    | 2024 Named Executive Officer | | 2024 Individual Performance Criteria | | Darrell W. Crate Chief Executive Officer and President | | Ensuring the Company achieves its overall strategic and operational objectives. | | | | Providing leadership and direction in implementing the Company’s overall strategic business plans. | | | | Promoting the Company’s vision, strategy and culture throughout the organization. | | | | Leading the Company’s investor relations efforts and engaging with major stockholders and other market participants to effectively communicate the Company’s strategic and financial goals and objectives. | | | | Identifying and developing departmental leaders and establishing clear objectives for senior management to align individual and Company goals and deliver superior results. | | | | Establishing and ensuring implementation of corporate initiatives to drive growth and value optimization. | | Allison E. Marino Executive Vice President, Chief Financial Officer and Chief Accounting Officer | | Executing the Company’s capital sourcing 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. | | | | Communicating effectively the Company’s business strategy to investors and other market participants. | | | | Overseeing the Company’s accounting, financial reporting, tax and risk management activities and ensuring implementation of internal accounting policies and controls consistent with applicable SEC, GAAP and SOX compliance. | | Michael P. Ibe Vice Chairman of the Board and Executive Vice President—Development and Acquisitions | | Identifying and executing government and other 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. | | Franklin V. Logan Executive Vice President, General Counsel and Secretary | | Providing effective oversight over the Company’s compliance with federal security laws, NYSE requirements and other legal requirements. | | | | Providing strategic support and advice to the Board and the Chief Executive Officer on emerging legal issues affecting the Company’s operations and new Company initiatives. | | | | Advising the Board and senior management on governance, oversight and disclosure matters, including in the areas of ESG, cybersecurity, and compensation. | | | | Overseeing and managing filings of non-quarterly SEC reports and supplemental reports. | | | | Providing effective support and advice to the asset management and acquisitions teams on real estate and government contracting matters. |

  39. Annual Incentive Cash Bonus

    The decision to pay each of Messrs. Crate and Ibe and Ms. Marino 100% of their target bonus with respect to their individual subjective component was based on an assessment of each individual’s contributions to the Company’s performance during 2024. The decision to pay Mr. Logan 125% of his target bonus was based on an assessment of both his execution of his individual goals as well as the Company's performance relative to the same objective criteria set forth above and his contributions toward meeting those objectives. In its determination, the Compensation Committee took into account the following accomplishments: (i) for Mr. Crate, resetting the Company’s culture to foster accountability and creativity using the “Leadership team” to promote strategic objectives across all verticals, achieving 3% year-over-year FFO per share growth, despite significant market headwinds and creating the framework for sustained future growth, and successfully transitioning to the role of Chief Executive Officer, (ii) for Ms. Marino, successfully transitioning to the role of Chief Financial Officer while maintaining her duties as Chief Accounting Officer, executing on a $400 million revolver recast and a $200 million senior unsecured notes offering, at attractive spreads in light of challenging interest rate environment, maintaining a flexible balance sheet and the Company’s strong corporate credit rating with KBRA, identifying and executing on cost efficiencies in the organization, including reducing portfolio operating costs and streamlining the Company’s accounting functions, (iii) for Mr. Ibe, acquiring 10 properties in 2024 for an aggregate purchase price of approximately $230.0 million, representing higher acquisition volume than in each of 2022 and 2023, successfully expanding the Company’s total addressable acquisition market, by acquiring two mission-critical facilities leased to Northrup Grumman and a portfolio of properties leased primarily to the Wake County, North Carolina, Public School System and being awarded a new development project (a net-zero courthouse) in Flagstaff, Arizona with a 20-year lease and identified other potential opportunities, and (iv) for Mr. Logan, providing strategic insight across our corporate and operational initiatives in line with his promotion to executive officer, ensuring compliance with regulatory agencies, supporting the CEO in board and committee meetings and effectively managing outside legal counsel. 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 of Messrs. Crate, Ibe and Logan and Ms. Marino under the pre-established subjective criteria, the Compensation Committee awarded 2024 annual incentive cash bonuses in the amounts set forth in the table below.

  40. Annual Incentive Cash Bonus

    | Named Executive Officer | 2024 Incentive Cash Bonus | | 2023 Incentive Cash Bonus | | | Earned ($) | Percentage of Target Earned (%) | Earned ($) | | Darrell W. Crate | 1,750,000 | 125% | 832,500 | | Allison E. Marino | 375,000 | 125% | 127,500 | | Michael P. Ibe | 875,000 | 125% | 832,500 | | Franklin V. Logan | 375,000 | 125% | — |

  41. Annual Incentive Cash Bonus

    Year-over-year increases were driven by increases to the target performance levels in connection with the review conducted by FPC and FTI discussed above and, in the cases of Mr. Crate and Ms. Marino, their promotions effective January 1, 2024. Mr. Logan was promoted to Executive Vice President in 2023 and did not become a named executive officer until the year ending December 31, 2024.

  42. 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 2024 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. 2024 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 2024 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 40% 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) annualized TSR performance on an absolute basis, or Absolute TSR, (ii) annualized TSR performance as a percentile rank relative to the FTSE Nareit Equity REITs Index, or Nareit Equity Index Relative TSR, (iii) annualized TSR performance as a percentile rank relative to the FTSE Nareit Office REITs Index, or Nareit Office Index Relative TSR, and (iv) annualized TSR performance 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. For awards that may be earned based on our relative TSR performance, target performance is only achieved if we are in the 55th percentile. 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): 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 the 35th percentile 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. 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 60% 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 2024 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 2024 will vest on December 31, 2026. 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.

  43. Long-Term Equity Incentive Compensation

    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 2024.

  44. Long-Term Equity Incentive Compensation

    | | TSR Performance LTIP Units | | | | Operational Performance LTIP Units | | | Named Executive Officer(1) | Absolute (#) | Equity REIT Index Relative (#) | Office REIT Index Relative (#) | US Treasury Relative (#) | Occupancy Percentage (#) | Service- Based LTIP Units (#) | | Darrell W. Crate | 6,948 | 6,822 | 6,884 | 8,307 | 46,093 | 79,423 | | Allison E. Marino | 1,009 | 991 | 1,000 | 1,207 | 6,696 | 11,538 | | Michael P. Ibe | 4,256 | 4,179 | 4,218 | 5,088 | 28,236 | 48,653 | | Franklin V. Logan | 447 | 439 | 443 | 535 | 2,968 | 5,115 |

  45. Long-Term Equity Incentive Compensation

    | (1) Ms. Baivier’s 2024 LTIP unit grants were forfeited upon her resignation on September 13, 2024. |

  46. 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 2020, 2021 and 2022, each of which has ended, and the projected outcomes of our 2023 and 2024 LTIP unit performance awards, based on the closing price of our common stock on the NYSE as of December 31, 2024. 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, 2024. As shown below, in the aggregate, our outstanding performance LTIP unit awards and awards for which the applicable performance has ended are expected to perform below target as of December 31, 2024. This outcome illustrates the rigor of our compensation program, our pay-for-performance philosophy and the alignment of our management team with our stockholders. We provide a significant portion of annual compensation in the form of performance-based equity awards, the value of which are ultimately linked to our TSR performance.

  47. 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.

  48. 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 its compensation consultant 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.

  49. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to our named executive officers:

  50. Summary Compensation Table

    | Named Executive Officer and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Darrell W. Crate President and Chief Executive Officer | 2024 | 800,000 | — | 2,065,428 | 1,750,000 | 9,875 | 4,625,303 | | | 2023 | 575,000 | — | 1,266,665 | 832,500 | — | 2,674,165 | | | 2022 | 525,000 | — | 1,264,946 | 832,500 | — | 2,622,446 | | Allison E. Marino Executive Vice President, Chief Financial and Accounting Officer | 2024 | 425,000 | — | 300,043 | 375,000 | 14,194 | 1,114,237 | | | 2023 | 385,000 | — | 200,245 | 127,500 | 13,735 | 726,480 | | | 2022 | 335,000 | — | 199,934 | 112,500 | 12,796 | 660,231 | | Michael P. Ibe Director, Vice Chairman of the Board of Directors and Executive Vice President—Development and Acquisitions | 2024 | 600,000 | — | 1,265,242 | 875,000 | 13,461 | 2,753,703 | | | 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 | | Franklin V. Logan Executive Vice President, General Counsel and Secretary | 2024 | 425,000 | — | 132,990 | 375,000 | 15,682 | 948,672 | | Meghan G. Baivier Former Executive Vice President, Chief Operating Officer | 2024 | 462,500 | — | 1,000,190 | — | 16,900 | 1,479,590 | | | 2023 | 625,000 | — | 846,096 | 862,500 | 13,729 | 2,347,325 | | | 2022 | 575,000 | — | 844,981 | 862,500 | 12,719 | 2,295,201 |

  51. Summary Compensation Table

    | (1) Represents actual base salary earned by each named executive officer during the applicable year. |

  52. Summary Compensation Table

    | (2) Amounts shown do not reflect compensation actually received by the named executive officer. For each year, represents the grant date fair value of performance-based and service-based LTIP unit 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 2024 performance-based LTIP units awards, assuming that the highest level of performance is achieved, are as follows: Mr. Crate-$1,033,565; Ms. Marino-$150,136; Mr. Ibe-$633,132; Mr. Logan-$66,534; and Ms. Baivier-$500,496. A discussion of the assumptions used in calculating these values can be found in Note 9 to our audited financial statements beginning on page F-26 of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  53. Summary Compensation Table

    | (3) For 2024, represents matching 401(k) plan contributions for each named executive officer, $500 matching contributions made by the Company to Mr. Crate and Ms. Marino and $250 to Mr. Logan, in each case pursuant to the Company's charitable donation-matching program. |

  54. 2024 Grants of Plan-Based Awards

    2024 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, 2024.

  55. 2024 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 ($) | Threshold (#) | Target (#) | Maximum (#) | All other Stock Awards (#) | Grant date fair value of Stock and Option Awards(2) ($) | | Darrell W. Crate | | 700,000 | 1,400,000 | 2,800,000 | | | | | | | | 1/2/24(3) | | | | | | | 79,423 | 1,032,499 | | | 1/2/24(4) | | | | 7,627 | 15,255 | 30,507 | | 207,038 | | | 1/2/24(5) | | | | | 46,093 | | | 619,490 | | | 1/19/24(4) | | | | 6,853 | 13,707 | 27,411 | | 206,401 | | Allison E. Marino | | 150,000 | 300,000 | 600,000 | | | | | | | | 1/2/24(3) | | | | | | | 11,538 | 149,994 | | | 1/2/24(4) | | | | 995 | 1,991 | 3,982 | | 29,984 | | | 1/2/24(5) | | | | | 6,696 | | | 89,994 | | | 1/19/24(4) | | | | 1,107 | 2,216 | 4,431 | | 30,071 | | Michael P. Ibe | | 350,000 | 700,000 | 1,400,000 | | | | | | | | 1/2/24(3) | | | | | | | 48,653 | 632,489 | | | 1/2/24(4) | | | | 4,198 | 8,397 | 16,792 | | 126,441 | | | 1/2/24(5) | | | | | 28,236 | | | 379,492 | | | 1/19/24(4) | | | | 4,672 | 9,345 | 18,687 | | 126,820 | | Franklin V. Logan | | 150,000 | 300,000 | 600,000 | | | | | | | | 1/2/24(3) | | | | | | | 5,115 | 66,495 | | | 1/2/24(4) | | | | 441 | 882 | 1,764 | | 13,283 | | | 1/2/24(5) | | | | | 2,968 | | | 39,890 | | | 1/19/24(4) | | | | 490 | 982 | 1,963 | | 13,322 | | Meghan G. Baivier | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 1/2/24(3) | | | | | | | 38,461 | 499,993 | | | 1/2/24(4) | | | | 3,318 | 6,637 | 13,274 | | 99,951 | | | 1/2/24(5) | | | | | 22,321 | | | 299,994 | | | 1/19/24(4) | | | | 3,693 | 7,386 | 14,772 | | 100,251 |

  56. 2024 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. |

  57. 2024 Grants of Plan-Based Awards

    | (2) Represents the grant date fair value of LTIP units granted to our named executive officers in 2024, 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 9 to our audited financial statements beginning on page F-26 of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  58. 2024 Grants of Plan-Based Awards

    | (3) Represents service-based LTIP units granted to each of the named executive officers in 2024. For each named executive officer, the service-based LTIP units will vest on December 31, 2026, subject to the grantee’s continued employment. |

  59. 2024 Grants of Plan-Based Awards

    | (4) Represents TSR performance-based LTIP unit awards granted to each of our named executive officers in 2024. The awards may be earned at threshold, target or maximum based on a performance period ending on December 31, 2026. 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. The LTIP units based on the Company's absolute total shareholder return performance and on the Company's U.S. Treasury relative total shareholder performance were granted on January 2, 2024. The LTIP units based on the Company's total shareholder return performance relative to the FTSE Nareit Equity REITs Index and relative to the FTSE Nareit Office REITs Index were granted on January 19, 2024. For a description of threshold, target and maximum performance for each tranche, see “Executive Compensation – Compensation Discussion and Analysis– Long-Term Equity Incentive Compensation.” |

  60. 2024 Grants of Plan-Based Awards

    | (5) Represents operational performance-based LTIP unit awards granted to each of our named executive officers in 2024. The performance criteria are based on the Company’s average quarterly occupancy percentage over a three-year performance period ending on December 31, 2026. 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. |

  61. 2024 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.

  62. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth the aggregate number of LTIP units and shares of restricted stock that vested in 2024. 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 2024.

  63. 2024 Option Exercises and Stock Vested

    | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Darrell W. Crate | 42,706 | 517,414 | | Allison E. Marino | 3,621 | 41,135 | | Michael P. Ibe | 42,706 | 517,414 | | Franklin V. Logan | 3,601 | 43,587 | | Meghan G. Baivier | 13,202 | 171,494 |

  64. 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 Ms. Baivier, who resigned effective September 13, 2024, 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, 2024 (the closing price per share of our common stock was $11.36 as of December 31, 2024). 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. Ms. Baivier received no severance payments or other benefits upon her resignation and forfeited all of her outstanding equity awards for no value.

  65. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Without Cause/ For GoodReason ($) | Death/ Disability ($) | Change in Control (No Termination)(2) ($) | Change in Control (Termination WithoutCause/ For Good Reason) ($) | | Darrell W. Crate | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Award(1) | 18,165 | 18,165 | — | 569,189 | | Service-Based Awards | 1,424,476 | 1,424,476 | — | 1,424,476 | | Benefits Continuation | — | — | — | — | | Total | 1,442,641 | 1,442,641 | — | 1,993,665 | | Allison E. Marino | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | 9,815 | 9,815 | — | 87,764 | | Service-Based Awards | 263,916 | 263,916 | — | 263,916 | | Benefits Continuation | — | — | — | — | | Total | 273,731 | 273,731 | — | 351,680 | | Michael P. Ibe | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | — | — | — | 502,247 | | Service-Based Awards | 1,074,929 | 1,074,929 | — | 1,074,929 | | Benefits Continuation | — | — | — | — | | Total | 1,074,929 | 1,074,929 | — | 1,577,176 | | Franklin V. Logan | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | 114,975 | 114,975 | — | 44,979 | | Service-Based Awards | 102,706 | 102,706 | — | 102,706 | | Benefits Continuation | — | — | — | — | | Total | 217,681 | 217,681 | — | 147,685 |

  66. Potential Payments Upon Termination or Change in Control

    | (1) In accordance with the terms of our performance-based LTIP unit awards outstanding as of December 31, 2024, 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, 2024, in the event of a change in control as of December 31, 2024, a portion of all of our outstanding performance LTIP unit awards would have been earned. |

  67. 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. |

  68. Potential Payments Upon Termination or Change in Control

    | As of December 31, 2024, our named executive officers vested in performance-based LTIP units having the following values based on a per share value of $11.36, the closing price of our common stock on December 31, 2024, that were earned, upon determination by our Compensation Committee in February 2025, based on our performance for the period ending on December 31, 2024, and that would have vested upon such a termination: Mr. Crate - $114,975; Ms. Marino - $18,165; Mr. Ibe - $114,975 and Mr. Logan - $9,815. These amounts are included in the table above. |

  69. Potential Payments Upon Termination or Change in Control

    | (2) 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. |

  70. 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, 2024:

  71. Pay Ratio Disclosure

    | • | Median employee total annual compensation (excluding our Chief Executive Officer): $161,886 |

  72. Pay Ratio Disclosure

    | • | Our Chief Executive Officer total annual compensation (as reported in the “Summary Compensation Table” presented above): $4,625,303 |

  73. Pay Ratio Disclosure

    | • | Ratio of median employee total annual compensation to Chief Executive Officer total annual compensation: 29:1 |

  74. 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, 2024, for all individuals who were employed by us on December 31, 2024, 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.

  75. 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

  76. 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) ($) | | 2024 | 4,625,303 | 4,070,331 | 1,574,051 | 909,529 | 66 | 97 | 20,578 | 1.17 | | 2023 | 4,581,607 | 4,473,852 | 2,108,839 | 2,064,389 | 71 | 85 | 21,060 | 1.14 | | 2022 | 4,125,176 | 1,508,380 | 2,053,135 | 939,493 | 70 | 80 | 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 |

  77. Pay Versus Performance Disclosure

    | (1) For 2024, our PEO was Mr. Crate. For 2020, 2021, 2022 and 2023, our PEO was Mr. Trimble. For 2024, our Non-PEO NEOs consisted of Ms. Baivier, Mr. Ibe, Ms. Marino and Mr. Logan. 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. |

  78. 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 the PEO 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. |

  79. 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) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 4,625,303 | (2,065,428) | 1,510,456 | 4,070,331 | | 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 |

  80. 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. |

  81. 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: |

  82. 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) ($) | | 2024 | 1,662,242 | (300,232) | — | (9,462) | — | 157,908 | 1,510,456 | | 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 |

  83. 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. |

  84. 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 our PEO 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 our PEO) 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. |

  85. 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) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,574,051 | (674,616) | 10,095 | 909,529 | | 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 |

  86. 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. |

  87. 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: |

  88. 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) ($) | | 2024 | 341,692 | (95,632) | — | (5,266) | (290,132) | 59,433 | 10,095 | | 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 |

  89. 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. |

  90. 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. |

  91. Pay Versus Performance Disclosure

    | (5) For each year, represents the TSR for the 2024 benchmarking peer group described in “Compensation Discussion and Analysis,” which includes the following peer companies: Brandywine Realty Trust, CareTrust REIT, Inc., COPT Defense Properties, DiamondRock Hospitality Company, Elme Communities, LTC Properties, Inc., Piedmont Office Realty Trust, Inc., Terreno Realty Corporation and Xenia Hotels and Resorts, Inc. As described in “Compensation Discussion and Analysis,” the 2024 benchmarking peer group is identical to the peer group we used for compensation benchmarking purposes in 2023, with the subtraction of Kite Realty Group Trust due to M&A activity and Retail Opportunity Investments Corp. because its total capitalization did not fit our size criteria. If we had continued to use the same peer group as we did in 2023, Peer Group Total Shareholder Return would be $122 for 2024, $89 for 2023, $83 for 2022, $107 for 2021, and $86 for 2020. |

  92. 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 2024. Fifty percent of the objective component of the Company’s annual incentive cash bonus program for 2024 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 $1.14 for 2024, $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. |

  93. Pay Versus Performance Disclosure

    Relationship Between Compensation Actually Paid and Financial Performance The following graphs illustrate the relationship across our last five 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.

  94. Compensation Actually Paid (CAP) vs Total Shareholder Return

    Compensation Actually Paid (CAP) vs Total Shareholder Return

  95. Compensation Actually Paid (CAP) vs Net Income

    Compensation Actually Paid (CAP) vs Net Income

  96. 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 /