DEF 14A of Easterly Government Properties, Inc., Mar 23, 2026

DEF 14A of Easterly Government Properties, Inc.

Filed Mar 23, 2026 · FY20250001622194-26-000008

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 2026 annual meeting, all of the directors will be elected to serve until the 2027 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. 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 | 59 | President, Chief Executive Officer and Director | | William H. Binnie | 68 | Chairman of the Board of Directors* | | Michael P. Ibe | 79 | Vice Chairman of the Board of Directors and Executive Vice President- Development and Acquisitions | | Cynthia A. Fisher | 65 | Director* | | Scott D. Freeman | 62 | Director* | | Emil W. Henry, Jr. | 65 | 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 Emeritus 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. Mr. Freeman is involved in various volunteer and charitable organizations. Mr. Freeman received a BA in Political Science from Bates College, where he serves as trustee emeritus, 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. Until December 2025, Ms. Innes served as 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. Director Compensation

    Director Compensation

  7. Annual Director Compensation

    Annual Director Compensation In 2025, we paid to each of our non-employee directors an annual retainer equal to approximately $200,000, consisting of $75,000 payable in equal bi-annual cash installments and an equity award having a value of approximately $125,000 granted upon the election of the non-employee director following the 2025 annual meeting. The equity awards will vest upon the earlier of the anniversary of the date of grant or the Company’s 2026 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). Each non-employee director who served as a chair of one of the standing committees of the Board received an additional $25,000 cash retainer for service as a chair in 2025 and, as described in further detail below, our non-executive Chairman of the Board received an additional $200,000 for service as Board chair in 2025. The Compensation Committee periodically reviews the compensation of our non-employee directors. In 2025, our Compensation Committee engaged FTI Consulting, or FTI, 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 the recommendation of FTI and market trends, the Compensation Committee determined it was appropriate to increase the equity award portion of the annual retainer paid to non-employee directors from $115,000 to $125,000. In connection with its review of our non-employee director compensation program, FTI also evaluated the role of our non-executive Chairman of the Board within the context of our overall governance structure and recommended an additional cash retainer for his contributions to the Company that exceed the duties of a typical chairperson. Mr. Binnie’s financial expertise, investment and management experience, and business and strategic insight provide unique and meaningful benefits to the Company and the Board. Mr. Binnie regularly engages with the Company’s executive management team on matters such as operational strategy and acquisition opportunities, and brings a well‑established record of leadership, with an emphasis on corporate governance and alignment between management and stockholder interests. Based on this recommendation, the Compensation Committee determined that it was appropriate and in the best interests of the Company to provide Mr. Binnie with an additional cash retainer of $200,000 in light of his continued contributions to the Company. 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 total compensation paid to our non-employee directors during the fiscal year ended December 31, 2025:

  8. Annual Director Compensation

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | William H. Binnie | 300,000 | 1,068,192 | 1,368,192 | | Cynthia A. Fisher | 100,000 | 360,792 | 460,792 | | Scott D. Freeman | 75,000 | 360,792 | 435,792 | | Emil W. Henry, Jr. | 75,000 | 360,792 | 435,792 | | Tara S. Innes | 100,000 | 360,780 | 460,780 |

  9. Annual Director Compensation

    (1) In connection with our 2025 annual meeting, we granted (i) 5,499 shares of restricted common stock to each of Messrs. Binnie, Freeman and Henry and Ms. Fisher, and (ii) 3,959 shares of restricted common stock and 1,747 LTIP units to Ms. Innes, in each case pursuant to our 2024 Equity Incentive Plan. Such awards will vest upon the earlier of the anniversary of the date of grant or the 2026 annual meeting. In connection with the Company’s long-term stock appreciation grants, described below, we granted Mr. Binnie 80,000 LTIP units and each of Mr. Henry, Ms. Fisher, Ms. Innes and Mr. Freeman 20,000 LTIP units. 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.

  10. Long-Term Stock Appreciation Grants

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | William H. Binnie | 300,000 | 124,992 | 424,992 | | Cynthia A. Fisher | 100,000 | 124,992 | 224,992 | | Scott D. Freeman | 75,000 | 124,992 | 199,992 | | Emil W. Henry, Jr. | 75,000 | 124,992 | 199,992 | | Tara S. Innes | 100,000 | 124,980 | 224,980 |

  11. 2025 Compensation Review

    | | Annual short-term incentive cash bonuses to our named executive officers for 2025 were reduced by approximately 36% in the aggregate from 2024, with our President and Chief Executive Officer receiving an approximately 46% reduction from his 2024 short-term incentive cash bonus. | | | Annual incentive equity awards granted to our named executive officers in early 2026 were reduced by approximately 22% for each of our named executive officers. |

  12. 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 For 2025, the Compensation Committee engaged the services of FTI Consulting, or FTI, as its independent outside compensation consultant. All executive compensation services provided by FTI were conducted under the direction or authority of the Compensation Committee, and all work performed by FTI was pre-approved by the Compensation Committee. Neither FTI nor any of its affiliates maintains any other material business relationships with the Company or our executive officers. As requested by the Compensation Committee, FTI’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 program for 2025. Management In 2025, 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 FTI, determined that our peer group should generally contain companies that are similar in size to us, defined as companies that are (i) generally between approximately one-half (0.5x) and twice (2.0x) our size, as defined by total capitalization at the time the peer group is selected, a commonly used metric for determining size in the REIT industry and (ii) geographic location (i.e., REITs headquartered in the mid-Atlantic region). In 2025, we removed Terreno Realty Corporation and Xenia Hotels & Resorts, Inc. from our peer group due primarily to changes in capitalization. Our peers used to assist the Compensation Committee in making 2025 executive compensation decisions consisted of the following public company REITs:

  13. 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) | | CareTrust REIT, Inc. (3) | CTRE | 8,075 | 8,969 | 7.5 | 3.3 | | COPT Defense Properties | CDP | 3,207 | 6,020 | 3.0 | 2.2 | | DiamondRock Hospitality Company | DRH | 1,835 | 3,021 | 1.7 | 1.1 | | LTC Properties, Inc. | LTC | 1,637 | 2,482 | 1.5 | 0.9 | | Elme Communities (4) | ELME | 1,534 | 2,244 | 1.4 | 0.8 | | American Assets Trust, Inc. | AAT | 1,464 | 3,170 | 1.4 | 1.2 | | JBG SMITH Properties | JBGS | 1,238 | 3,781 | 1.2 | 1.4 | | RLJ Lodging Trust | RLJ | 1,117 | 3,432 | 1.0 | 1.3 | | Easterly Government Properties, Inc. | DEA | 1,080 | 2,750 | NA | NA | | Piedmont Office Realty Trust, Inc. | PDM | 1,039 | 3,263 | 1.0 | 1.2 | | AH Realty Trust, Inc. | AHH | 686 | 2,337 | 0.6 | 0.9 | | Brandywine Realty Trust | BDN | 509 | 3,089 | 0.5 | 1.1 |

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

    (1) Total equity market capitalization and total capitalization numbers as of December 31, 2025. (Source: S&P Global) (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. (3) The market capitalization of CareTrust REIT, Inc. increased significantly following the Compensation Committee’s review of the peer group in connection with 2025 executive compensation decisions. (4) Elme Communities is currently undergoing a voluntary liquidation and dissolution, pursuant to a Plan of Sale and Liquidation approved by its stockholder on October 30, 2025. FTI provided market data and practices of our peer group for the Compensation Committee to consider, as well as executive compensation trends and developments. Specifically, FTI 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, FTI 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.

  15. 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 2025 annual incentive cash bonus program, the Compensation Committee set target bonuses for each of our named executive officers in late 2024 with each of Messrs. Crate and Ibe and Ms. Marino 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). As the Company’s General Counsel, Mr. Logan’s bonus was based 100% on individualized subjective performance criteria for 2025. The threshold, target and maximum bonus amounts allocated to each of our named executive officers for 2025 are listed below.

  16. Annual Incentive Cash Bonus

    | Named Executive Officer | Threshold (50%) ($) | Target (100%) ($) | Maximum (200%) ($) | | Darrell W. Crate | 600,000 | 1,200,000 | 2,400,000 | | Allison E. Marino | 250,000 | 500,000 | 1,000,000 | | Michael P. Ibe | 350,000 | 700,000 | 1,400,000 | | Franklin V. Logan | 175,000 | 350,000 | 700,000 |

  17. Annual Incentive Cash Bonus

    2025 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 achievement of rigorous “threshold,” “target” and “maximum” performance levels tied to the Company’s 2025 Core FFO per share on a fully diluted basis. Each performance level corresponded to the payout level of the objective component of each such named executive officer’s target cash incentive bonus payout, with performance: • below the threshold representing a 0% payout level, • at threshold representing a 50% payout level, • at target representing a 100% payout level, and • at maximum or greater representing a 200% payout level. The Compensation Committee decided that it was appropriate to use 2025 Core FFO per share on a fully diluted basis as the sole objective performance measure, because Core FFO per share is a widely-accepted measure of a REIT’s earnings as well as the most 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. Overall, the Compensation Committee increased the rigor of the Core FFO hurdle from the one established in 2024 to reflect the Company's stated goal of achieving year-over-year two to three percent Core FFO growth, as a result of which the 2024 target performance Core FFO hurdle of $2.95 per share was equal to the 2025 threshold Core FFO performance hurdle. The following table sets forth the final threshold, target and maximum levels established by the Compensation Committee, our actual 2025 results and the payout as a percentage of the objective component achieved. In establishing the hurdles, 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.

  18. Annual Incentive Cash Bonus

    | Performance Criteria | Target Weighting Level | Threshold ($) | Target ($) | Maximum ($) | Actual 2025 Results ($) | Actual 2025 Payout Percentage Achieved (%) | | Core FFO per share - fully diluted basis | 50% | 2.95 | 2.98 | 3.04 | 2.99 | 100% |

  19. Annual Incentive Cash Bonus

    2025 Individual Subjective Criteria. Individual goals for each of Messrs. Crate and Ibe and Ms. Marino accounted for up to 50% of such officer’s 2025 annual incentive cash bonus and for Mr. Logan 100% of his 2025 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, as well as the Company's overall performance during 2025, as it navigated unique circumstances, including challenging conditions in the capital markets, headwinds in the broader real estate industry and rapidly evolving priorities of a new federal government administration.

  20. Annual Incentive Cash Bonus

    | 2025 Named Executive Officer | | 2025 Individual Performance Criteria | | Darrell W. Crate Chief Executive Officer and President | | Guiding the Company in establishing goals and objectives to maximize shareholder value. | | | | 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. |

  21. Annual Incentive Cash Bonus

    | 2025 Named Executive Officer | | 2025 Individual Performance Criteria | | Allison E. Marino Executive Vice President and Chief Financial 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. |

  22. Annual Incentive Cash Bonus

    In its determination, the Compensation Committee took into account the following accomplishments as measured against the foregoing individualized subject criteria: (i) for Mr. Crate, fostering a culture of accountability and creativity to promote strategic execution of objectives across all verticals, achieving the Company’s year-over-year FFO per share growth objectives despite significant market headwinds and creating the framework for sustained future growth, (ii) for Ms. Marino, successfully performing the role of Chief Financial Officer while transitioning her duties as Chief Accounting Officer, executing on a $300 million term loan recast and a $125 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 and identifying and executing on cost efficiencies in the organization, (iii) for Mr. Ibe, successfully completing the development of the state-of-the-art FDA – Atlanta laboratory, expanding the Company’s total addressable acquisition market by acquiring three properties for an aggregate contractual purchase price of $169.9 million, despite significant market constraints, and being awarded a new development project in Medford, Oregon with a 20-year lease, and (iv) for Mr. Logan, providing strategic insight across our corporate and operational initiatives, ensuring compliance with regulatory agencies, supporting the Chief Executive Officer in board and committee meetings and effectively managing outside legal counsel. While the Compensation Committee viewed the subjective performance of each our named executive officers in 2025 favorably, the Compensation Committee ultimately determined that it was appropriate to pay 78% of such named executive officer’s aggregate target bonus after taking into account the Company’s short-term stock price performance and the long-term stock appreciation incentive and retention grants awarded in August 2025, which the Compensation Committee believes are more closely aligned with the long-term interest of our stockholders and the Company's long-term strategic plan. For more information, see “—Long-Term Equity Incentive Compensation–Long-Term Stock Appreciation LTIP Unit Awards.” 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 2025 annual incentive cash bonuses in the amounts set forth in the table below.

  23. Annual Incentive Cash Bonus

    | | 2025 Incentive Cash Bonus | | 2024 Incentive Cash Bonus | 2024-2025 Incentive Cash Bonus | | Named Executive Officer | Earned ($) | Percentage of Target Earned (%) | Earned ($) | Earned Change Percentage (%) | | Darrell W. Crate | 930,000 | 78% | 1,750,000 | -47% | | Allison E. Marino | 387,500 | 78% | 375,000 | 3% | | Michael P. Ibe | 542,500 | 78% | 875,000 | -38% | | Franklin V. Logan | 271,250 | 78% | 375,000 | -28% |

  24. 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. 2025 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 2025 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, and (iii) annualized TSR performance as a percentile rank relative to the FTSE Nareit Office REITs Index, or Nareit Office Index Relative TSR. The TSR Performance LTIP Unit awards are based 50% on Absolute TSR, 25% on Nareit Equity Index Relative TSR and 25% on Nareit Office Index 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):

  25. Long-Term Equity Incentive Compensation

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  26. Long-Term Equity Incentive Compensation

    The LTIP units subject to Absolute TSR performance will be forfeited in their entirety if Absolute TSR is less than 4% and 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. In the event that Absolute TSR, Nareit Equity Index Relative TSR, Nareit Office Index or 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 50% on the Company’s average annual acquisition volume over a three-year period and 50% on the Company’s average quarterly occupancy percentage over a three-year period. With respect to each of the operational criteria, grants may only be earned if the Company performs at or above the applicable target. Average annual acquisition volume must be at least $300 million and the average quarterly occupancy percentage must be at least 94%. If target is not met at the end of the performance period, the LTIP units tied to the applicable performance measure are forfeited in their entirety. If performance for the relevant 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 2025 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 2025 will vest on December 31, 2027. 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 2025.

  27. 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 (#) | Occupancy Percentage (#) | Acquisition Volume (#) | Service- Based LTIP Units (#) | | Darrell W. Crate | 10,976 | 5,097 | 4,972 | 18,485 | 18,485 | 63,868 | | Allison E. Marino | 2,823 | 1,311 | 1,278 | 4,753 | 4,753 | 16,423 | | Michael P. Ibe | 4,704 | 2,184 | 2,131 | 7,922 | 7,922 | 27,372 | | Franklin V. Logan | 784 | 364 | 354 | 1,321 | 1,321 | 4,562 |

  28. Long-Term Equity Incentive Compensation

    Long-Term Stock Appreciation LTIP Unit Awards. On August 26, 2025, the Compensation Committee granted to certain members of the Company’s senior management team, including its named executive officers, long-term incentive and retention LTIP unit awards to further align the interests of grantees with the interests of the Company’s long-term stockholders, and to support, over the long-term, the retention of key members of the senior management team as well as other contributors to the Company’s future goals. The decision to award these LTIP units to the senior management team was driven by turnover in several executive and senior management roles in recent years, underscoring the importance of appropriately calibrated long-term incentive grants to retain the services of grantees over a critical five- to eight-year period, to encourage leadership continuity and to drive the execution of the Company’s long-term strategic plan. The Compensation Committee also considered the challenging operating environment over the past few years and the substantial decrease in the value of equity awards received by grantees in recent years. Ultimately, the Compensation Committee determined it was necessary to make significant grants to a broad group of officers to maximize their alignment with the interests of the Company’s stockholders over the longer timelines associated with the Company's portfolio of mission-critical assets and the real estate industry in general. In consideration of the long-term stock appreciation LTIP unit grants, the Compensation Committee determined it was appropriate to reduce (i) the amount payable to each of the named executive officers under the subjective component of the 2025 short-term cash incentive program and (ii) the value of annual long-term LTIP units grants awarded to each named executive officer in January 2026. The performance-based LTIP units will vest in full on August 26, 2030, subject to the recipient’s continued employment or service, as applicable, with the Company through such date and further subject to achieving the following performance conditions based on the appreciation of the Company’s common stock price during the period beginning on August 26, 2025 and ending on August 26, 2033: • No performance-based LTIP units will be earned if the Applicable Price (defined below) is less than $33.78 (50% above the Baseline Price (defined below)). • At an Applicable Price of $33.78 (50% above the Baseline Price), 75% of the performance-based LTIP units will be earned. • At an Applicable Price of $36.03 (60% above the Baseline Price), 100% of the performance-based LTIP units will be earned. Linear interpolation will be used to determine the number of LTIP units earned if the Applicable Price falls between $33.78 and $36.03. “Applicable Price” means the highest average consecutive 20-trading day closing trading price of the Company’s common stock on the New York Stock Exchange (“NYSE”) during the eight-year performance period. “Baseline Price” means $22.52, representing the closing trading price of the Company’s common stock on the NYSE on August 25, 2025. On the Grant Date, Mr. Crate, Mr. Ibe, Ms. Marino and Mr. Logan received 425,000, 160,000, 70,000 and 12,000 LTIP units, respectively. In setting the Applicable Price at which the LTIP units may be earned, the Compensation Committee took into account a number of factors, including the historical performance of the S&P 500. Based on the S&P 500 performance over the past period, the Applicable Price at which 100% of the LTIP units will be earned equates to an estimated 13% compounded annual return for stockholders over the eight-year unit performance period. Consistent with the Company’s other performance-based LTIP units, Award recipients will receive 10% of the distributions paid to holders of common units prior to satisfaction of the performance-based vesting conditions set forth above. After August 26, 2030, Award recipients will be eligible to receive a catch-up distribution equal to 90% of the distributions paid to holders of common units from grant date through the date that the LTIP units are earned and become fully vested and, after such date that the LTIP units are earned and fully vested, the LTIP units will receive 100% of the distributions paid to holders of common units. In connection with a change in control, if the acquirer of the Company assumes or replaces the LTIP units on substantially the same terms, the LTIP units will remain outstanding. Otherwise, the LTIP units will vest immediately upon the change in control to the extent earned based on the fair market value of the total consideration per share received in the change in control. If, within six months prior to or 18 months following the change in control, the grantee’s service to the Company (or its successor) is terminated either (i) by the Company (or its successor) without “cause” or (ii) as applicable, by the grantee for “good reason,” then any unvested LTIP units will become fully vested, with any such vested LTIP units still subject to satisfaction of the performance conditions to the extent not yet satisfied at such time. Upon a termination of service for “cause” or resignation by an employee without “good reason,” all unvested LTIP units will be forfeited. Upon the death or disability of a recipient, such recipient’s LTIP units will vest in full, though the LTIP units will remain subject to achieving the performance conditions set forth above through the remainder of the performance period. With respect to award recipients who are employees of the Company, including our named executive officers, if the employee is terminated without “cause” or resigns for “good reason,” the following vesting provisions apply: (i) if the termination occurs on or prior to August 26, 2027, 25% of the performance-based LTIP units will vest and (ii) if the termination occurs after August 26, 2027, 50% of the performance-based LTIP units will vest. In each case, the LTIP units will remain subject to achieving the performance conditions set forth above through the remainder of the performance period.

  29. 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 2021, 2022 and 2023, each of which has ended, and the projected outcomes of our 2024 and 2025 LTIP unit performance awards, based on the closing price of our common stock on the NYSE as of December 31, 2025. 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, 2025. 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, 2025. 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. Note: Excludes long-term stock appreciation LTIP units granted in August 2025, none of which have been earned as of the date of this proxy statement.

  30. 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.

  31. 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.

  32. Summary Compensation Table

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

  33. 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 | 2025 | 825,000 | — | 8,508,519 | 930,000 | 14,000 | 10,277,519 | | President and | 2024 | 800,000 | — | 2,065,428 | 1,750,000 | 9,875 | 4,625,303 | | Chief Executive Officer | 2023 | 575,000 | — | 1,266,665 | 832,500 | — | 2,674,165 | | Allison E. Marino | 2025 | 500,000 | — | 1,724,693 | 387,500 | 14,450 | 2,626,643 | | Executive Vice President, | 2024 | 425,000 | — | 300,043 | 375,000 | 14,194 | 1,114,237 | | Chief Financial Officer | 2023 | 385,000 | — | 200,245 | 127,500 | 13,735 | 726,480 | | Michael P. Ibe | 2025 | 625,000 | — | 3,385,423 | 542,500 | 14,000 | 4,566,923 | | Director, Vice Chairman of the Board of Directors | 2024 | 600,000 | — | 1,265,242 | 875,000 | 13,461 | 2,753,703 | | and Executive Vice | 2023 | 575,000 | — | 1,266,665 | 832,500 | 13,222 | 2,687,387 | | President—Development and Acquisitions | | | | | | | | | Franklin V. Logan | 2025 | 450,000 | — | 391,336 | 271,250 | 14,000 | 1,126,586 | | Executive Vice President, | 2024 | 425,000 | — | 132,990 | 375,000 | 15,682 | 948,672 | | General Counsel and Secretary | | | | | | | |

  34. Summary Compensation Table

    (1) Represents actual base salary earned by each named executive officer during the applicable year. (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 2025 performance-based LTIP units awards, assuming that the highest level of performance is achieved, are as follows: Mr. Crate-$12,467,124; Ms. Marino-$2,279,435; Mr. Ibe-$4,820,891; and Mr. Logan-$457,642. 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-27 of our Annual Report on Form 10-K for the year ended December 31, 2025. For 2025, represents matching 401(k) plan contributions for each named executive officer and $450 matching contribution made by the Company to Ms. Marino, pursuant to the Company's charitable donation-matching program.

  35. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  36. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock | Grant date fair value of Stock and Option | | Named Executive Officer | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (#) | Awards(2) ($) | | Darrell W. Crate | | 600,000 | 1,200,000 | 2,400,000 | | | | | | | | 1/2/25(3) | | | | | | | 63,868 | 1,749,983 | | | 1/2/25(4) | | | | 10,522 | 21,045 | 42,088 | | 697,838 | | | 8/26/25(5) | | | | 318,750 | 371,875 | 425,000 | | 5,010,750 | | | 1/2/25(6) | | | | — | 36,970 | — | | 1,049,948 | | Allison E. Marino | | 250,000 | 500,000 | 1,000,000 | | | | | | | | 1/2/25(3) | | | | | | | 16,423 | 449,990 | | | 1/2/25(4) | | | | 2,706 | 5,412 | 10,822 | | 179,432 | | | 8/26/25(5) | | | | 52,500 | 61,250 | 70,000 | | 825,300 | | | 1/2/25(6) | | | | — | 9,506 | — | | 269,970 | | Michael P. Ibe | | 350,000 | 700,000 | 1,400,000 | | | | | | | | 1/2/25(3) | | | | | | | 27,372 | 749,993 | | | 1/2/25(4) | | | | 4,509 | 9,019 | 18,037 | | 299,061 | | | 8/26/25(5) | | | | 120,000 | 140,000 | 160,000 | | 1,886,400 | | | 1/2/25(6) | | | | — | 15,844 | — | | 449,970 | | Franklin V. Logan | | 175,000 | 350,000 | 700,000 | | | | | | | | 1/2/25(3) | | | | | | | 4,562 | 124,999 | | | 1/2/25(4) | | | | 751 | 1,502 | 3,005 | | 49,825 | | | 8/26/25(5) | | | | 9,000 | 10,500 | 12,000 | | 141,480 | | | 1/2/25(6) | | | | — | 2,642 | — | | 75,033 |

  37. 2025 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. (2) Represents the grant date fair value of LTIP units granted to our named executive officers in 2025, 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-27 of our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Represents service-based LTIP units granted to each of the named executive officers in 2025. For each named executive officer, the service-based LTIP units will vest on December 31, 2027, subject to the grantee’s continued employment. (4) Represents TSR performance-based LTIP unit awards granted to each of our named executive officers in 2025. The awards may be earned at threshold, target or maximum based on a performance period ending on December 31, 2027. The performance criteria are based 50.0% 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 and 25.0% on the Company’s total shareholder return performance relative to the FTSE Nareit Office REITs Index 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. For a description of threshold, target and maximum performance for each tranche, see “Executive Compensation—Compensation Discussion and Analysis–—Long-Term Equity Incentive Compensation.” (5) Represents stock price appreciation performance-based LTIP unit awards granted to each of our named executive officers in 2025. The awards will vest in full on August 26, 2030, subject to the grantee’s continued employment and further subject to achieving certain performance conditions based on the appreciation of the Company’s common stock price during the period beginning on August 26, 2025 and ending on August 26, 2033. For a description of the stock appreciation performance hurdles, see “Executive Compensation—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.” Represents operational performance-based LTIP unit awards granted to each of our named executive officers in 2025. The performance criteria are based on the Company’s average quarterly occupancy percentage over a three-year performance period ending on December 31, 2027. 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. Grants of all equity awards were made pursuant to our 2024 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.

  38. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth the aggregate number of LTIP units and shares of restricted stock that vested in 2025. 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 2025.

  39. 2025 Option Exercises and Stock Vested

    | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Darrell W. Crate | 22,437 | 495,847 | | Allison E. Marino | 5,317 | 117,450 | | Michael P. Ibe | 22,437 | 495,847 | | Franklin V. Logan | 1,916 | 42,344 |

  40. 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 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, 2025 (the closing price per share of our common stock was $21.19 as of December 31, 2025). 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.

  41. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Without Cause / For Good Reason ($) | Death / Disability ($) | Change in Control (No Termination)(2) ($) | Change in Control (Termination Without Cause / For Good Reason) ($) | | Darrell W. Crate | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Award(1) | 282,781 | 282,781 | — | 777,573 | | Service-Based Awards | 2,026,548 | 2,026,548 | — | 2,026,548 | | Benefits Continuation | — | — | — | — | | Total(5) | 2,309,329 | 2,309,329 | — | 2,804,121 | | Allison E. Marino | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | 44,732 | 44,732 | — | 133,808 | | Service-Based Awards | 445,795 | 445,795 | — | 445,795 | | Benefits Continuation | — | — | — | — | | Total | 490,527 | 490,527 | — | 579,603 | | Michael P. Ibe | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | 282,781 | 282,781 | — | 534,238 | | Service-Based Awards | 992,391 | 992,391 | — | 992,391 | | Benefits Continuation | — | — | — | — | | Total | 1,275,172 | 1,275,172 | — | 1,526,629 | | Franklin V. Logan | | | | | | Bonus | — | — | — | — | | Cash Severance | — | — | — | — | | Performance-Based Awards(1) | 24,135 | 24,135 | — | 55,934 | | Service-Based Awards | 140,024 | 140,024 | — | 140,024 | | Benefits Continuation | — | — | — | — | | Total | 164,159 | 164,159 | — | 195,958 |

  42. Potential Payments Upon Termination or Change in Control

    In accordance with the terms of our TSR and operational performance-based LTIP unit awards outstanding as of December 31, 2025, 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, 2025, in the event of a change in control as of December 31, 2025, a portion of all of our outstanding performance LTIP unit awards would have been earned. 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. In accordance with the terms of our stock price appreciation performance-based LTIP unit awards outstanding as of December 31, 2025, in the event of a change in control during the performance period, the LTIP Units will vest immediately upon the change in control to the extent earned based on the fair market value of the total consideration per share received in the change in control. If an executive’s employment is terminated before the end of a performance period as a result of death or disability, the executive’s LTIP Units will vest in full, though the LTIP Units will remain subject to achieving the applicable performance conditions through the remainder of the performance period If the executive is terminated by us without cause or by the executive for good reason (other than within 18 months following a change in control), the following vesting provisions apply: (i) if the termination occurs on or prior to August 26, 2027, 25% of the LTIP Units will vest and (ii) if the termination occurs after August 26, 2027, 50% of the LTIP units will vest. As of December 31, 2025, our named executive officers vested in performance-based LTIP units having the following values based on a per share value of $21.19, the closing price of our common stock on December 31, 2025, that were earned, upon determination by our Compensation Committee in February 2025, based on our performance for the period ending on December 31, 2025, and that would have vested upon such a termination: Mr. Crate - $282,781; Ms. Marino - $44,732; Mr. Ibe - $282,781 and Mr. Logan - $24,135. These amounts are included in the table above. (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. Note: table above excludes the impact of the Executive Cash Severance Plan, which became effective upon approval by the Compensation Committee on February 18, 2026.

  43. 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, 2025: • Median employee total annual compensation (excluding our Chief Executive Officer): $161,969 • Our Chief Executive Officer total annual compensation (as reported in the “Summary Compensation Table” presented above): $10,277,519 • Ratio of median employee total annual compensation to Chief Executive Officer total annual compensation: 63:1 We identified the median employee using the amount reported as compensation on the employee’s Form W-2 for the year ended December 31, 2025, for all individuals who were employed by us on December 31, 2025, 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.

  44. 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

  45. 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) ($) | | 2025 | 10,277,519 | 8,057,215 | 2,773,384 | 2,218,286 | 54 | 97 | 13,557 | 2.99 | | 2024 | 4,625,303 | 4,070,331 | 1,574,051 | 909,529 | 66 | 97 | 20,578 | 2.91 | | 2023 | 4,581,607 | 4,473,852 | 2,108,839 | 2,064,389 | 71 | 87 | 21,060 | 2.85 | | 2022 | 4,125,176 | 1,508,380 | 2,053,135 | 939,493 | 70 | 85 | 35,562 | 3.20 | | 2021 | 4,988,474 | 4,627,666 | 2,448,083 | 2,302,922 | 106 | 111 | 33,957 | 3.28 |

  46. Pay Versus Performance Disclosure

    (1) For 2024 and 2025, our PEO was Mr. Crate. For 2021, 2022 and 2023, our PEO was Mr. Trimble. For 2025, our Non-PEO NEOs consisted of Ms. Marino, Mr. Ibe and Mr. Logan. For 2024, our Non-PEO NEOs consisted of Meghan 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. (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.

  47. 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) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 10,277,519 | (8,508,519) | 6,288,215 | 8,057,215 | | 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 |

  48. 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. 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:

  49. 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) ($) | | 2025 | 6,756,519 | (547,778) | — | (198,053) | — | 277,528 | 6,288,215 | | 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 |

  50. 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. (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.

  51. 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) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2025 | 2,773,384 | (1,833,817) | 1,278,719 | 2,218,286 | | 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 |

  52. Pay Versus Performance Disclosure

    Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. 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:

  53. 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) ($) | | 2025 | 1,436,864 | (150,127) | — | (85,841) | — | 77,823 | 1,278,719 | | 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 |

  54. 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 and stock appreciation 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. (4) TSR is calculated assuming a $100 investment in the Company and the peer group on December 31, 2020, 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. (5) For each year, represents the TSR for the 2025 benchmarking peer group described in “Compensation Discussion and Analysis,” which includes the following peer companies: American Assets Trust, Inc., AH Realty Trust, Inc. (formerly Armada Hoffler Properties, Inc.), Brandywine Realty Trust, CareTrust REIT, Inc., COPT Defense Properties, DiamondRock Hospitality Company, Elme Communities, JBG SMITH Properties, LTC Properties, Inc., Piedmont Office Realty Trust, Inc. and RLJ Lodging Trust. As described in “Compensation Discussion and Analysis,” the 2025 benchmarking peer group is identical to the peer group we used for compensation benchmarking purposes in 2024, with the subtraction of Terreno Realty Corporation and Xenia Hotels & Resorts, Inc. and the addition American Assets Trust, Inc., AH Realty Trust, Inc. (formerly Armada Hoffler Properties, Inc.) and JBG SMITH Properties to better meet our size and geographic location criteria. If we had continued to use the same peer group as we did in 2024, Peer Group Total Shareholder Return would be $114 for 2025, $110 for 2024, $97 for 2023, $91 for 2022, and $121 for 2021. 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 2025. Fifty percent of the objective component of the Company’s annual incentive cash bonus program for 2025 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. 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 $2.95 for 2025, $2.85 for 2024, $2.83 for 2023, $3.18 for 2022 and $3.28 for 2021 (adjusted for the impact of Company’s reverse stock split that became effective on April 28, 2025). 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. 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.

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

    Compensation Actually Paid (CAP) vs Total Shareholder Return

  56. Compensation Actually Paid (CAP) vs Net Income

    Compensation Actually Paid (CAP) vs Net Income

  57. 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 /