EASTERLY GOVERNMENT PROPERTIES INC (DEA)
Sector: Real Estate
2026 Annual Meeting Analysis
EASTERLY GOVERNMENT PROPERTIES INC · Meeting: April 22, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
The 3-year TSR gap versus the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark is -28.4 percentage points, which falls short of the 30 percentage point trigger threshold required for a negative absolute TSR period, so no TSR-based AGAINST vote is warranted; no other disqualifying factors (overboarding, attendance, independence issues) are present.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold for a negative absolute TSR period; Binnie has served since 2015 but the underperformance gap does not meet the policy trigger, and no other disqualifying factors apply.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold; Ibe is a non-independent executive director but serves on no board committees, so no independence-on-committee concern arises, and no other disqualifying factors apply.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold for a negative absolute TSR period; Fisher has served since 2015 and no other disqualifying factors (overboarding, attendance, independence, qualifications) apply.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold; Freeman joined in May 2020 and has relevant real estate expertise, and no other disqualifying factors apply.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold for a negative absolute TSR period; Henry has served since 2015 and no other disqualifying factors apply.
The 3-year TSR gap versus ^FNER is -28.4 percentage points, below the 30 percentage point trigger threshold; Innes joined in February 2020 and has strong fixed income and REIT analytical experience, and no other disqualifying factors apply.
All seven directors receive a FOR vote. DEA's 3-year price return of -15.3% produces a gap of -28.4 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark, which falls just short of the 30 percentage point threshold required to trigger an AGAINST vote for directors serving during a period of negative absolute TSR. No directors are overboarded, attendance is adequate across the full board, all committee members are independent, and the board skills matrix is disclosed.
Say on Pay
✗ AGAINSTCEO
Darrell W. Crate
Total Comp
$10,277,519
Prior Support
overwhelmingly supportive (specific percentage not disclosed, but described as showing 'overwhelming support')%
The CEO's reported total compensation of $10,277,519 for 2025 is heavily inflated by a single large stock appreciation award — worth $5,010,750 in reported value — that was granted all at once in August 2025 to cover a five-to-eight-year performance and retention period. Even setting aside that front-loaded grant, the CEO's 2025 annual pay of approximately $5.27 million represents a meaningful increase from $4.63 million in 2024 despite a stock price that has declined roughly 40% over five years and underperformed the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark by 28.4 percentage points over three years. While the company reduced annual cash bonuses and future equity grants in recognition of weak performance, and the long-term appreciation awards require 50-60% stock price gains to pay out, the aggregate reported incentive pay remains above benchmark levels against a backdrop of sustained shareholder value erosion, triggering the pay-for-performance misalignment rule under our policy.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
12 yrs
Audit Fees
$1,222,863
Non-Audit Fees
$160,320
Non-audit fees (audit-related fees of $158,200 plus all other fees of $2,120 = $160,320) represent approximately 13% of core audit fees ($1,222,863), well below the 50% threshold that would trigger an AGAINST vote. PwC has served since 2014 — approximately 12 years — which is comfortably below the 25-year tenure threshold. PwC is a Big 4 firm appropriate for a $1.1 billion market cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Easterly Government Properties annual meeting presents four proposals; all seven directors receive FOR votes because the company's 3-year TSR underperformance versus the ^FNER (FTSE NAREIT All Equity REITs Index) falls just short of the policy's trigger threshold, and PricewaterhouseCoopers is ratified without concern given a clean fee ratio and appropriate tenure. However, the Say on Pay vote receives an AGAINST determination because the CEO's $10.3 million reported compensation — driven by a front-loaded multi-year stock appreciation award — represents above-benchmark incentive pay against a backdrop of a 40% five-year stock decline and material underperformance of the equity REIT benchmark.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing