UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

EASTERLY GOVERNMENT PROPERTIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 5, 202018, 2021

Dear Stockholder:

You are invited to attend the 20202021 annual meeting of stockholders of Easterly Government Properties, Inc., a Maryland corporation, which will be held on Tuesday, May 5, 2020,18, 2021, at 1:00 p.m., Eastern Time, at 2101 L2001 K Street, NW, Suite 650,775 North, Washington, D.C. 20037.20006. The annual meeting will be held for the following purposes:

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed.

Our Board of Directors has fixed the close of business on March 20, 2020April 5, 2021 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof.  The proxy statement and proxy card are being mailed to you on or about April 6, 2020.[●], 2021.

By Order of our Board of Directors,

William C. Trimble, III
Chief Executive Officer, President and Director

Washington, D.C.

April 6, 2020[●], 2021

Whether or not you plan to attend the annual meeting, please complete, sign, date and promptly return the enclosed proxy card or authorize your proxy by telephone or the Internet. For specific instructions on voting, please refer to the instructions on the proxy card or the information forwarded by your broker, bank or other holder of record. If you attend the annual meeting, you may vote in person if you wish, even if you have previously returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from such bank, broker or other nominee.

We are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person on May 5,18, 2021 we will announce alternative arrangements for the meeting as promptly as practicable, which may include changes to the time, place and/or manner of the meeting. Please monitor our annual meeting website at http://ir.easterlyreit.com/news for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 5, 2020.18, 2021.  The Proxy Statement and our 20202021 Annual Report to Stockholders are available at: http://www.viewproxy.com/easterlygvtprop/20202021.

TABLE OF CONTENTS

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EASTERLY GOVERNMENT PROPERTIES, INC.
2101 L2001 K Street, NW, Suite 650775 NORTH
Washington, D.C. 2003720006

PROXY STATEMENT

FOR OUR 20202021 ANNUAL MEETING OF STOCKHOLDERS
to be held on May 5, 202018, 2021

We are sending these proxy materials to our stockholders in connection with the solicitation of proxies by the Board of Directors, or the Board, of Easterly Government Properties, Inc., a Maryland corporation, for use at our 20202021 annual meeting of stockholders to be held on Tuesday, May 5, 2020,18, 2021, at 1:00 p.m., Eastern Time, at 2101 L2001 K Street, NW, Suite 650,775 North, Washington, D.C. 20037,20006, or at any postponement or adjournment of the annual meeting. We are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person on May 5,18, 2021, we will announce alternative arrangements for the meeting as promptly as practicable, which may include changes to the time, place and/or manner of the meeting. Please monitor our annual meeting website at http://ir.easterlyreit.com/news for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

References in this proxy statement to “we,” “us,” “our,” “ours,” and the “Company” refer to Easterly Government Properties, Inc., unless the context otherwise requires. This proxy statement and a form of proxy have been made available to our stockholders on the Internet and will be mailed to stockholders on or about April 6, 2020.[●], 2021.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is entitled to vote at the annual meeting?

Holders of record of our common stock, $0.01 par value per share, at the close of business on March 20, 2020,April 5, 2021, the record date for the annual meeting, are entitled to receive notice of the annual meeting and to vote at the annual meeting.  If you are a holder of record of our common stock as of the record date, you may vote the shares that you held on the record date even if you sell such shares after the record date.  Each outstanding share as of the record date entitles its holder to cast one vote for each matter to be voted upon and, with respect to the election of directors, one vote for each director to be elected. Stockholders do not have the right to cumulate voting for the election of directors.

What is the purpose of the annual meeting?

At the annual meeting, you will be asked to vote on the following proposals:

You also may be asked to consider and act upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof.

What constitutesconstitutes a quorum?

The presence, in person or by proxy, of holders of a majority of the total number of outstanding shares entitled to vote at the annual meeting is necessary to constitute a quorum for the transaction of any business at the annual meeting.  As of the record date, there were 75,074,29283,856,953 shares outstanding and entitled to vote at the annual meeting.

Each share of common stock outstanding on the record date is entitled to one vote on each matter properly submitted at the annual meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions and “broker non-votes” (i.e., shares represented at the meeting held by brokers, as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on a particular matter, the broker does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.

What vote is required to approve each proposal?

In respect of Proposal 1, a director nominee is elected if he or she receives more votes for his or her election than votes against his or her election. Under our Amended and Restated Corporate Governance Guidelines, any incumbent director who fails to be elected by a majority of the votes cast in an uncontested election is required to promptly submit a written offer to resign to the Board. Our Nominating and Corporate Governance Committee is required to make a recommendation to the Board with respect to thesuch resignation. The Board is required to take action with respect to thisthe recommendation and to disclose its decision and, if applicable, the Board’s reasons for rejecting the tendered resignation. The policy is described more fully below under the caption “Corporate“Additional Corporate Governance Matters—Annual Elections; Majority Voting.” With respect to Proposal 1, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the election of directors.

A majority of all of the votes cast at the annual meeting at which a quorum is present is required for approval of each of Proposals 2, 3 and 3.4.  In respect of Proposals 2, 3 and 3,4, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the votes for these proposals.

Can I change my vote after I submit my proxy card?

If you cast a vote by proxy, you may revoke it at any time before it is voted by:

If you attend the annual meeting, you may vote in person whether or not you previously have given a proxy, but your presence (without further action) at the annual meeting will not constitute revocation of a previously given proxy.  Unless you have received a legal proxy to vote the shares, if you hold your shares through a bank, broker or other nominee, that is, in “street name,” only that bank, broker or other nominee can revoke your proxy on your behalf.

You may revoke a proxy for shares held by a bank, broker or other nominee by submitting new voting instructions to the bank, broker or other nominee or, if you have obtained a legal proxy from the bank, broker or other nominee giving you the right to vote the shares at the annual meeting, by attending the annual meeting and voting in person.

How do I vote?

Voting in Person at the Annual Meeting.  If you hold your shares in your own name as a holder of record with our transfer agent, American Stock Transfer &Computershare Trust Company, LLC,N.A., and attend the annual meeting, you may vote in person at the annual meeting.  If your shares are held by a bank, broker or other nominee, that is, in “street name,” and you wish to vote in person at the annual meeting, you will need to obtain a legal proxy from the bank, broker or other nominee that holds your shares of record.

Voting by Proxy.  If your shares are registered directly in your name with our transfer agent, the proxy materials were mailed directly to you by us. In that case, you may instruct the proxy holders named in the enclosed proxy card how to vote your shares of common stock in one of the following ways:

Vote online.  You can access proxy materials and vote at www.viewproxy.com/easterlygvtprop/2020.2021. To vote online, you must have the stockholder identification number provided in the enclosed proxy card.

Vote by telephone.  You also have the option to vote by telephone by following the “Vote by Phone” instructions on the enclosed proxy card.

Vote by regular mail.  If you would like to vote by mail, then please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

Even if you plan to attend the annual meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be counted if you later are unable to attend the annual meeting.

How is my vote counted?

If you authorize your proxy to vote your shares electronically via the Internet or by telephone, or, if you properly marked, signed, dated and returned the proxy card mailed to you, the shares that the proxy represents will be voted in the manner specified on the proxy. If no specification is made, your shares will be voted “for” the election of the director nominees named in this proxy statement, “for” the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as described in this proxy statement, “for” the approval of an amendment to our bylaws to allow stockholders the right to amend our bylaws, and “for” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. It is not anticipated that any matters other than those set forth in this proxy statement will be presented at the annual meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders. In addition, since no stockholder nominations or proposals meeting the requirements of Rule 14a-8 under the Exchange Act that were not excluded or nominationswithdrawn pursuant to Rule 14a-8 were received, on a timely basis, no such matters will be brought to a vote at the annual meeting.

How does the Board recommend that I vote on each of the proposals?

The Board recommends that you vote:

What other information should I review before voting?

Our 20192020 Annual Report to Stockholders, or our annual report, including our Annual Report on Form 10-K, which contains financial statements for the fiscal year ended December 31, 2019,2020, is being mailed to you concurrently with the mailing of this proxy statement.  To access our annual report, go to the “Investor Relations—Financials” page on our website, and then click on “Annual Reports.”  In addition, documents we file with the Securities and Exchange Commission, or SEC, are available at a website maintained by the SEC at http://www.sec.gov. Our annual report and our Annual Report on Form 10-K, however, are not part of the proxy solicitation materials, and the information

found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.

Who is solicitingsoliciting my proxy?

This solicitation of proxies is made by and on behalf of the Board. We will pay the cost of the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies personally or by telephone. No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

No person is authorized on our behalf to give any information or to make any representations with respect to the proposals other than the information and the representations contained in this proxy statement, and, if given or made, such information and/or representations must not be relied upon as having been authorized.

PROPOSAL 1:  ELECTION OF DIRECTORS

The Board currently consists of eight members, whose terms expire at 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 annual meeting.  At thenext annual meeting director nominees will stand for election to hold office forand until their successors are duly elected and qualified. Our bylaws provide that a one-year term expiringmajority 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 2021 annual meeting, all of stockholdersthe directors will be elected to serve until the 2022 annual meeting and until his or her successor istheir successors are duly elected and qualified. Any director appointed to our board of directors to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders following such appointment.

The Board believes that periodic board refreshment is important to maintain an appropriate of mix of expertise, experience, reputation and diversity and provide fresh perspectives while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured directors. In keeping with this focus, based on the recommendation of the Nominating and Corporate Governance Committee, the Board approved the election of Tara S. Innes as a new independent director, effective February 18, 2020. With the addition of Ms. Innes, the Board increased from seven to eight members, five of whom are independent. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Scott D. Freeman as an independent director to stand for election at the annual meeting.  Upon his election at the annual meeting, Mr. Freeman will fill the seat vacated by James E. Mead, an incumbent director on the Board, who will serve until his term expires at the end of the annual meeting and then retire from service on the Board. Ms. Innes’s and Mr. Freeman’s nominations were initially recommended to the Nominating and Corporate Governance Committee by our Lead Independent Director and our Chairman, respectively.

For 2020, upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eight individuals for election at the annual meeting: Darrell W. Crate, William C. Trimble, III, Michael P. Ibe, William H. Binnie, Cynthia A. Fisher, Scott D. Freeman, Emil W. Henry, Jr. and Tara S. Innes.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.

Under our bylaws, a director nominee isin an uncontested election will be elected if he or she receives more votes for his or her election than votes against his or her election. Under our Amended and Restated Corporate Governance Guidelines, any incumbent director who fails to be elected by a majority of the votes cast in an uncontested election is required to promptly submit a written offer to resign to the Board. Our Nominating and Corporate Governance Committee is required to make a recommendation to the Board with respect to thesuch resignation. The Board is required to take action with respect to thisthe recommendation and to disclose its decision and, if applicable, the Board’s reasons for rejecting the tendered resignation. The policy is described more fully below under the caption “Corporate“Additional Corporate Governance Matters—Annual Elections; Majority Voting.”

We will treat abstentions and broker non-votes as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes, if any, will have no effect on this proposal.

The Board unanimously recommends that you vote “FOR” each of its director nominees.

Information Regarding the Director Nominees

The following table and biographical descriptions set forth certain information with respect to each nominee for election as a director at the annual meeting, based upon information furnished by each director. The biographical information includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.

William C. Trimble, III has served as our Chief Executive Officer, President and a director since February 2015. Mr. Trimble co-founded Easterly Partners, LLC and had been its chief executive officer and managing partner from August 2011 until our initial public offering completed in February 2015. Prior to joining Easterly Partners, LLC, Mr. Trimble served from April 2009 to August 2011 as the chief operating officer and as a member of the Investment Committee of PRP, LLC, an investment management firm that managed funds that invested in properties leased to the U.S. General Services Administration, or GSA. Mr. Trimble also spent ten years as head of client relations for Red Comb, LLC, a Baltimore, Maryland-based asset management firm specializing in domestic, small capitalization equity securities. Mr. Trimble previously spent five years as head of marketing and a member of the Investment Committee of Winston Capital Management in McLean, Virginia. In 1994, he co-founded the Winston Growth Fund, a long-short equity fund of funds. Mr. Trimble’s board memberships presently include serving as chairman of the board of the Aircraft Owners and Pilots Association, a global organization supporting general aviation, and as a member of the boards of Bessemer Securities Corporation and The Bessemer Trust Company, N.A. Mr. Trimble earned his MBA and BA from Duke University.

Darrell W. Crate has served as Chairman of the Board since February 2015.  Mr. Crate founded Easterly Capital, LLC in 2009 and holds various titles in its related entities. Since 2015, Mr. Crate has been the Managing Principal of Easterly Partners Group.  From 2015 to 2018, Mr. Crate was also the Chairman of the Board of Directors of Easterly Acquisition Corp., a blank check company that combined with Sirius International Insurance Group, (NASDAQ: SG).a NASDAQ listed company, which subsequently merged with Third Point Reinsurance Ltd. (NYSE: TPRE) in 2020. 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 the Chairman of the Massachusetts Republican Party from 2003 to 2007. He subsequently served as Treasurer and on the executive committee of Romney for President during each of the 2008 and 2012 election cycles. Mr. Crate’s board memberships presently include serving as a member of the Executive Committee of the Board of Trustees of Bates College, as the Vice Chairman of the Aircraft Owners and Pilots Association, and on the Board of Governors of the Westminster Kennel Club. Mr. Crate is also on the Advisory Board of the Robert F. Kennedy Children’s Action Corps, an organization that advocates for children encumbered in the juvenile justice system. Mr. Crate earned his BA from Bates College and his MBA from Columbia Business School.

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.

William H. Binnie has served as a director since February 2015 and Lead Independent Director since May 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.

Cynthia A. Fisher has served as a director since February 2015. In 2011, Ms. Fisher founded WaterRev, LLC, an investment company located in Newton, Massachusetts, focused on innovative technology companies that enable sustainable practices of water use. She is an independent investor and consultant to corporate boards and executive management teams. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as chairman and chief executive officer of Viacord,ViaCord, Inc. from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company, and served as its president and as a member of the board of directors. ViaCell, the successor to ViaCord, went public in 2005 (Nasdaq: VIAC) and was subsequently sold to PerkinElmer (NYSE: PKI) in 2007. Ms. Fisher also serves on the board of directors of another public company, the Boston Beer Company, Inc. (NYSE: SAM), and on the board of directors of several not-for-profit businesses. Ms. Fisher is founder and chairman of PatientRightsAdvocate.org focused on price transparency and a functional market in healthcare.  She also co-founded and is Chairman of Fitmoney.org which provides curriculum for K-12 financial literacy. Ms. Fisher serves on the board of the National Park Foundation and previously served on the board of directors of Water.org. Ms. Fisher holds an MBA from Harvard Business School and a BS and honorary Doctorate of Science from Ursinus College.

Scott D. Freeman ishas served as a director nominee.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 Inc 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 B.A. in Political Science from Bates College and an M.B.A. with concentrations in Real Estate and Finance from the Kellogg School at Northwestern University.

Emil W. Henry, Jr. has served as a director since February 2015. Mr. Henry is a former Assistant Secretary of the U.S. Treasury for Financial Institutions and currently is the chief executive officer of Tiger Infrastructure Partners, a private equity firm he founded that is focused on infrastructure investment opportunities. Prior to founding Tiger Infrastructure Partners in 2009, Mr. Henry was head of the Lehman Brothers Private Equity Infrastructure businesses, where he oversaw infrastructure investments. In 2005, Mr. Henry was appointed Assistant Secretary of the U.S. Treasury for Financial Institutions by the President of the United States. Until his departure in 2007, he was a key advisor to two Treasury secretaries on economic, legislative and regulatory matters affecting U.S. financial institutions and markets. Before joining the U.S. Treasury, Mr. Henry was a partner of Gleacher Partners LLC, an investment banking and investment management firm, where he served as chairman of asset management and managing director, and where he oversaw the firm’s investment activities. Before attending business school, Mr. Henry was a member of the principal investing arm of Morgan Stanley, where he was involved in the execution of leveraged buyouts on the firm’s behalf. Mr. Henry’s board memberships presently include StoneCastle Financial Corp, a NASDAQNasdaq listed company, Colonnade Acquisition Corp., a NYSE 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.

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 Ratings in 2004, Ms. Innes served in various positions at MetLife, Inc. and Merrill Lynch Hubbard, Inc.  Ms. Innes is a member of the Advisory Board, 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 earned her BA from Boston College.

Biographical Information Regarding Executive Officers Who Are Not Directors

As of the date of this proxy statement, our executive officers who are not directors are as follows:

Meghan G. Baivier is our Executive Vice President, Chief Financial Officer and Chief Operating Officer. Ms. Baivier has served as our Executive Vice President and Chief Operating Officer since joining our company in May 2015 and as our Chief Financial Officer since March 2016. Prior to joining our company, Ms. Baivier served as Vice President of Citigroup’s Real Estate and Lodging Investment Banking group, from August 2010 to April 2015, where she was involved in a wide range of financial advisory and capital markets transactions. From March 2005 to June 2007, Ms. Baivier was an Equity Research Associate with Chilton Investment Co. Ms. Baivier was also previously employed by Fidelity Management and Research as a High Yield Research Associate from September 2001 to February 2005. Since July 2017, Ms. Baivier has served as a director of Sun Communities, Inc., a NYSE listed REIT.  Ms. Baivier earned her MBA from Columbia Business School where she was awarded the prestigious Feldberg Fellowship and her BA from Wellesley College.  

Alison M. Bernard is our Executive Vice President and Chief Accounting Officer. Ms. Bernard served as our Chief Financial Officer from our initial public offering in February 2015 to March 2016, when she transitioned to the role of Chief Accounting Officer. Ms. Bernard previously was chief financial officer of Easterly Capital, LLC from December 2011 and of Easterly Partners, LLC from April 2012 until our initial public offering in February 2015. Prior to that, Ms. Bernard was a financial professional at Summit Partners, a growth equity investment firm, in the General Partner Services Group from February 2011 to December 2011. Ms. Bernard was also previously employed by PricewaterhouseCoopers LLP, a global professional services firm, where she performed a broad range of audit functions in the assurance practice from August 2008 through February 2011. Ms. Bernard earned her MS from Boston College and her BA from the College of the Holy Cross. Ms. Bernard is also a licensed CPA.

Ronald E. Kendall is our Executive Vice President - Government Relations. From February 2011 until he joined our company in February 2015, Mr. Kendall served as president of Ron Kendall & Associates, a company that provided strategic and tactical consulting to organizations pursuing or renewing federal real estate contracts. From March 2010 to January 2011, Mr. Kendall was staff director of the Transportation and Infrastructure Committee at the U.S. House of Representatives, Subcommittee on Economic Development, Public Buildings and Emergency Management within the Transportation and Infrastructure Committee. Prior to that, Mr. Kendall served as the director of facilities planning and special assistant to the assistant director for Facilities and Security of the Administrative Office of the Courts from August 2005 to March 2010. From 1978 to 2004, Mr. Kendall worked in the GSA Public Buildings Service, in a variety of positions, including leasing chief in the National Capital Region, chief asset officer, and director of national leasing policy. Mr. Kendall is vice chairmenchairman of the board of directors of the National Federal Development Association and serves as a contributing editor of The Journal of Government Real Estate. Mr. Kendall earned his MPA from American University and his BA from the University of Rochester.

Director IndependenceIndependence

Under the corporate governance listing standards of the NYSE, at least a majority of our directors and all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be “independent” as defined by the NYSE.  The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

The Board has determined that each of the following existing directors is an “independent director” as defined by the NYSE rules: William H. Binnie, Cynthia A. Fisher, Scott D. Freeman, Emil W. Henry, Jr., James E. Mead and Tara S. Innes. In addition, the Board has determined that our new director nominee, Scott D. Freeman, qualifies as independent under applicable NYSE rules. Our independent directors meet regularly in executive sessions without the presence of our executive officers and non-independent directors.

The Board and its Committees

The Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees currently is composed exclusively of independent directors, in accordance with the NYSE listing standards. The principal functions of each committee are briefly described below. The current charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our website at www.easterlyreit.com under the “Investor Relations—Governance—Governance Guidelines” section. Additionally, the Board may from time to time establish certain other committees to facilitate the management of our company.

The Board held five meetings in 2019.2020. Our Audit Committee met four times in 2019.2020. Our Compensation Committee met sixfive times in 2019.2020. Our Nominating and Corporate Governance Committee met foursix times in 2019.2020. Each of our directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board which were held during the period that such person served on the Board and (ii) the total number of meetings of committees of the Board held during the period that such person served on such committee.

Audit Committee

Our Audit Committee currently consists of threefour of our directors, each of whom is an independent director. Each of Ms. Innes and Messrs. MeadHenry and HenryFreeman qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. The Board has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards.

We have an Audit Committee charter that details the principal functions of the Audit Committee, including oversight related to:

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in this proxy statement. Additional information regarding the functions performed by our Audit Committee is set forth in the Audit Committee report. Mr. MeadMs. Innes is the chair and Ms. Fisher, Mr. Freeman and Mr. Henry serve as members of the Audit Committee.

Following the election of the director nominees at the annual meeting, the Board expects that the Audit Committee will be comprised of Ms. Innes (chair), Ms. Fisher, Mr. Freeman and Mr. Henry, each of whom the Board has determined qualifies as independent and “financially literate” as that term is defined by the NYSE corporate governance listing standards. In addition, the Board has determined that each of Ms. Innes and Messrs. Freeman and Henry qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards.

Compensation Committee

Our Compensation Committee currently consists of fourfive 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:

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

Following the election of the director nominees at the annual meeting, the Board expects that the Compensation Committee will be comprised of Mr. Binnie (chair), Ms. Fisher, Mr. Freeman, Mr. Henry and Ms. Innes, each of whom the Board has determined qualifies as independent.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of three of our directors, each of whom is an independent director. We have adopted a Nominating and Corporate Governance Committee charter that details the principal functions of the Nominating and Corporate Governance Committee, including:

Ms. Fisher is the chair and Mr. Binnie and Mr. Henry serve as members of the Nominating and Corporate Governance Committee.  Following the election of the director nominees at the annual meeting, the Board expects the composition of the Nominating and Corporate Governance Committee to remain the same.

Board and CommitteeCommittee Composition

The composition of the Board and each of the committees of the Board reflects a diversity of experiences, qualifications and skills.  The median age of our director nomineesdirectors is 5960 and 40% of our independent director nomineesdirectors are female.  Key attributes that led the Nominating and Corporate Governance Committee to recommend the nominees for election as directors are highlighted below and described in greater detail under the heading “—Information Regarding the Director Nominees.”

Committee Experience Name Independent Audit Compensation Nominating and Corporate Governance Business Leadership RREIT / Real Estate Public Company Executive / Director Investment / Financial William C. Trimble, III Darrell W. Crate Michael P. Ibe William H. Binnie Cynthia A. Fisher Scott D. Freeman Emil W. Henry, Jr. Tara S. Innes CC =Chair =Member CC CC CC

Director Compensation

In 2019,2020, we paid to each of our non-employee directors an annual retainer equal to approximately $174,990,$175,000, consisting of $75,000 payable in equal bi-annual cash installments and a grant of shares of restricted stock having a value of $99,990approximately $100,000 following the 20192020 annual meeting. We also reimbursed each of our directors for travel expenses incurred in connection with his or her attendance at full Board and committee meetings.  Under our director compensation program, directors do not receive meeting attendance fees for any meeting of our Board of Directors or a committee thereof that he or she attends.

Early in 2020,For 2021, based on the Compensation Committee conducted itsCommittee’s annual review of our director compensation program including reviewingand a benchmark analysis prepared by FPL Associates, L.P. (“FPL”), or FPL, the Compensation Committee’s independent compensation consultant,Committee recommended and determined not to make any adjustments tothe Board approved a $15,000 increase in the annual equity retainer portion of our director compensation program for 2020.and no changes to the annual cash retainer portion of our director compensation program. The increase in the annual equity retainer portion, which is the first in director compensation since 2018, is intended to more closely align our aggregate director compensation with the median aggregate director compensation paid to non-employee directors in our peer group. As a result,, we intend to grant non-employee compensation for each of our non-employee directors upon election at the 2020 annual meeting, sharesfor 2021 will consist of restricted common stock under our 2015 Equity Incentive Plan with$75,000 payable in equal bi-annual cash installments and an equity award having a value of approximately $100,000, which$115,000 to be granted upon the election of the non-employee director at the 2021 annual meeting.  The equity awards will vest upon the earlier of the anniversary of the date of grant or the nextCompany’s 2022 annual meeting.meeting of stockholders and will be 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).

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, 2019:2020:

The following graphics illustrate the mix among base salary, incentive cash bonus compensation 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 2019.2020.

CEO Compensation Annual Incentive Cash Bonus 42.8% Base Salary 17.8% Long-Term Equity Incentive 39.4% 82.2% At-Risk Other NEO Compensation Annual Incentive Cash Bonus 45.3% Base Salary 21.8% Long-Term Equity Incentive 32.9% 78.2% At-Risk

(1) Amounts shown consist of (i) 2020 base salary, (ii) 2020 incentive cash bonus compensation and (iii) the grant date fair value of LTIP Units granted in January 2020.

Base Salary

The base salary payable to each named executive officer provides a fixed component of compensation that reflects the executive’s position and responsibilities. The goal of our base salary program is to provide salaries at a level that allows us to attract and retain highly qualified executives while preserving significant flexibility to recognize and reward individual performance within the overall executive compensation program.  Base salaries are reviewed annually by the Compensation Committee and may be adjusted to better match competitive market levels or to recognize an executive’s professional growth, development and increased responsibility.

In connection with its annual review of base salaries, the Compensation Committee reviewedapproved the results of benchmarking analysis prepared by FPL and determined that it was appropriate to increase 2019following 2020 base salaries from 2018 levels for each of our named executive officers, in light of (i) the Company’s substantial growth since its initial public offering, (ii)taking into account each named executive officer’s individual performance, scope of responsibilities and prospects, and (iii) market data provided by FPL.  In addition,Based on these considerations, the Compensation Committee feltdetermined that thean increase of $25,000 per named executive officer was appropriate, representing increases from 2019 base salaries of 3.4% for Mr. Trimble, 4.5% for Ms. Baivier, 5.0% for Messrs. Crate and Ibe and 8.3% for Ms. Bernard.  Even with these adjustments, 2020 base salary increases reflected below were particularly important to incentivize and retain a senior management team that has been in place since shortly afterfor our initial public offering, has historically been compensatedChief Executive Officer was well below the median of base salaries paid to other chief executive officers within our peer group and has served as the foundation for the Company’s operational and financial achievements and particularly strong TSR performance.  group.

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.  In 2017 and 2018,The structure of our annual incentive cash bonus program continued to evolve fromreflects a purely discretionarycontinuum of an evolution, in which for the first few years following our initial public offering in 2015, our annual cash bonus program was based entirely on a subjective framework to a program structured on the achievementthat beginning in 2019 is consistent with those of formulaic Company objectives as well as specific individual qualitative goals, each of which were set early in the year. our peers.

Under the 20192020 annual incentive cash bonus program, the Compensation Committee set target bonuses for each of our named executive officers early in the year,December 2019, with such officers initially eligible to earn up to a maximum of 150% of target based on the Company’s achievement of objective performance criteria and up to a maximum of 200% of target based on the named executive officer’s attainment of the applicable subjective performance criteria.  Below areFollowing the end of the Company’s second quarter 2020, the Compensation Committee increased the maximum objective performance hurdles, with a commensurate increase in the maximum payout associated with these hurdles, as described in more detail below under “— 2020 Objective Criteria.”  No changes were made to the threshold and target hurdles of the objective performance criteria or to the subjective component of the program that was approved in December 2019.  The final threshold, target and maximum bonus amounts allocated to each of our named executive officers for 2019.2020 were as follows:

20192020 Objective Criteria. Fifty percent of each named executive officer’s annual incentive cash bonus was determined in a formulaic manner based on the Company’s attainment of performance and strategic objectives tied to the Company’s 20192020 FFO per share on a fully diluted basis and acquisition volume during 2019. Instead of using a discretionary range of outcomes to determine payout, the2020. The objective component of the 20192020 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:

Long-Term Equity Incentive Compensation

The Compensation Committee believes that a substantial portion of each named executive officer’s annual compensation should be in the form of long-term equity incentive compensation.  Equity incentive awards encourage management to create stockholder value over the long-term, because the value of the equity awards is directly attributable to changes in the price of our common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years.  

Historically, we have granted most of the long-term equity incentive awards to our named executive officers in the form of LTIP units. LTIP units are designed to qualify as “profits interests” in our operating partnership for federal income tax purposes, meaning that initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our 2015 Equity Incentive Plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units, but, as stated above, can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. Prior to the performance measurement date, performance-based LTIP units are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common units. The remaining nine-tenths (90%) of the distributions are treated as “re-invested” and are only earned at the end of the applicable performance period to the extent the underlying LTIP units are also earned. Until and unless parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.

Evolution of the Long-Term Equity Incentive Program. Following our initial public offering in 2015, we made long-term grants of LTIP units to our named executive officers in order for them to establish an initial meaningful equity stake in our Company that would be earned based on our TSR performance, both on an absolute and relative basis, through December 31, 2017.  Because these awards were designed to provide competitive levels of long-term compensation over a multi-year period following our initial public offering, no additional long-term incentive awards were made until 2018.   In 2018, the Compensation Committee approved newawards of performance-based LTIP unit awardsunits for our named executive officers consistingconsisted of three tranches, with three-year, two-year and one-year performance periods and, in 2019, LTIP unit awards consisted of two tranches with two-year and one-year performance periods, in each case to ensure that our named executive officers maintainmaintained an appropriate level of overall long-term incentive compensation opportunity during the transition from the grants made at the time of our initial public offering to annual awards of performance-based LTIP unitsour current long-term incentive grant program that will measure ourmeasures performance consistently over a three-year performance periods, as illustrated by the diagram below:period.

Note: As described in more detail below, the Company also granted service-based awards of restricted stock subject to two- and three-year vesting terms in 2019 and service-based awards of2020 LTIP units subject to three-year vesting terms in 2020.

Unit Awards. For 2019,2020, the Compensation Committee adopted a long-term incentive program with a few modifications to the 2018 long-term incentive program, including awarding only multi-year grants, in orderdesigned 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 TSR performance,and key Company operational metrics, and (iii) serve as a retention tool for our executives.  In light of these considerations, as well as input from FPL, the Compensation Committee approved 2019 long-term incentiveThe 2020 LTIP unit awards to our named executive officers consistingconsist of a mix of (i) performance-based LTIP unit awards (72.6%(60%) and (ii) service-based restricted stock awards (27.4%).  The 2019 LTIP unit awards include tranches(40%).  The performance-based LTIP unit awards may be earned based on the Company’s TSR performance (“TSR Performance LTIP Units”) or based on the Company’s performance with two- and three-year performance periodsrespect to facilitate, as noted above, our transition to long-term awards with only three-year performance periods.  Similarly, the 2019 restricted stock awards include tranches with two- and three-year vesting schedules.certain Company operational metrics (“Operational Performance LTIP Units”).

2019 Performance-BasedTSR Performance LTIP Unit AwardsUnits. . In order to reinforce our “pay-for-performance” compensation philosophy, the performance-basedTSR Performance LTIP unitsUnits can only be earned if we achieve rigorous performance goals over a multi-yearthree-year period based on (i) TSR performance on an annualized absolute basis (“Absolute TSR”), (ii) TSR performance on an annualized basis relative to the FTSE Nareit Equity REITs Index (“Index Relative TSR”) and (iii) TSR performance on an annualized basis adjusted for the change in price of a zero-coupon 10-year Treasury note (“US Treasury Relative TSR”).  The performance-based2020 TSR Performance LTIP unitUnit awards wereare based 36.1%37.5% on Absolute TSR, 12.0%12.5% on Index Relative TSR and 51.9%50% on US Treasury Relative TSR.  

The number of earned TSR Performance LTIP unitsUnits will be determined by the Compensation Committee following the end of the applicable performance period in accordance with the following payout matrices:

Absolute TSR percentage of absolute LTIP Units Earned less than 4% 4% 5% 6% 7% 8% 9% 10% 0% 50% 75% 100% 125% 150% 175% 200% Relative TSR percentage of relative LTIP units Earned Equal or less than 75% of index 87.5% of Index 100% of Index 103.3% of index 106.7% of index 110% of Index or greater 0% 50% 100% 150% 175% 200% US treasury relative TSR Percentage of US Treasury relative LTIP Units Earned Less than 3% 3% 4% 5% 6% 7% 8% 9% or greater 0% 50% 75% 100% 125% 150% 175% 200%

Earned awards (if any) will vest 50% when earned and 50% will vest on January 2, 2022 and January 2, 2023 for the tranches with two- and three-year performance periods, respectively,2024, subject to the grantee’s continued employment.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, disability or retirement.

The table below sets forth the total number of performance-basedOperational Performance LTIP units awardedUnits. In order to motivate our named executive officers with respect to certain critical operating performance objectives and in 2019.support of our strategic focus on long-term stable and consistent growth, the Compensation Committee awarded 44% 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% based 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 $200 million and the average quarterly occupancy percentage must be at least 95%.  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 performance period, no additional LTIP units will be issued.  

Earned awards (if any) will vest when earned, 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, disability or retirement.

2019 Service-Based Restricted StockLTIP Unit Awards. In order to encourage the long-term retention of our named executive officers, the Compensation Committee granted 25%40% of the 20192020 long-term incentive awards in the form of service-based restricted stockLTIP unit awards.  The Compensation Committee believes that service-based restricted stockLTIP 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 2020 will vest on December 31, 2022. 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, disability or retirement.  

The table below sets forth the total number of shares of restricted common stockTSR Performance LTIP Units (at target), Operational Performance LTIP Units and Service-Based LTIP Units awarded to our named executive officers in 2019.2020.

2019 Year-End Performance Equity Grants. On December 19, 2019, the Compensation Committee approved one-time equity awards to our named executive officers to recognize their significant contributions to the Company’s performance and to further incentivize our named executive officers’ continued service to the Company. The Compensation Committee recognized, among other things, that our named executive officers have been the linchpin of the Company’s achievements with respect to the attainment of key operational and strategic goals as well as its stock performance since its initial public offering and particularly in 2019.  The Compensation Committee, after consultation with FPL, and after considering each named executive officer’s performance as well as his or her current level of compensation relative to peer company compensation, recommended approval of a one-time equity award in the form of LTIP units, that vested immediately upon grant but are subject to restrictions on transfer and redemption until the third anniversary of the grant date.  The LTIP units were granted out of, and in accordance with, our 2015 Equity Incentive Plan. The Compensation Committee does not expect the one-time equity award to be a recurring portion of our named executive officers’ compensation.

2020 Long-Term Incentive Awards. On January 3, 2020, the Compensation Committee approved the grant of long-term incentive awards to each of our named executed officers based on the same structure as the 2019 long-term incentive awards but with an additional component to further incentivize grantees with respect to the Company’s achievement of meaningful operating metric goals.  With input from FPL and based on the results of a benchmark of peers prepared by FPL, the Compensation Committee approved 2020 long-term incentive awards to our named executive officers consisting of the following three components:

Clawback Policy

On February 21,In 2019, the Board adopted a formal clawback policy, which allows the Compensation Committee to recoup compensation paid to a covered officer if the related financial results are subsequently restated as described below. The policy covers all of the Company’s current and former named executive officers. Pursuant to this policy, if the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement, then the Compensation Committee may require an employee covered by the policy to repay or forfeit to the Company “excess compensation.” Excess compensation includes annual cash incentive bonus and long-term incentive compensation in any form (including restricted stock and LTIP units, whether time-basedservice-based or performance-based) received by that employee during the three-year period preceding the publication of the restated financial statements that the Compensation Committee determines was in excess of the amount that such employee would have received if such compensation had been determined based on the financial results reported in the restated financial statements. In making its determination to recoup compensation from an officer, the Compensation Committee may take into account any factors it deems reasonable, including any determination whether the officer engaged in fraud, willful misconduct or committed acts or omissions which materially contributed to the events that led to the restatement.

Other Elements of Compensation

Employee Benefits and Perquisites. Our full-time employees are eligible to participate in health and welfare benefit plans, such as medical, dental, life and long-term disability insurance. Pursuant to the terms of their respective employment agreements, Mr. Trimble and Ms. Baivier are also entitled to certain perquisites. See “—Severance and Change in Control Benefits” below.

401(k) Plan. The Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We established a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

Tax Considerations

Deductibility of Executive Compensation. Under Section 162(m) of the Code, a publicly held corporation generally may not deduct compensation of more than $1 million paid to any “covered employee” in any year. Based on our interpretation of certain private letter rulings, we have historically taken the position that compensation payable to our executive officers that is attributable to services for our operating partnership is not subject to Section 162(m), because we are structured as an umbrella partnership REIT, or UPREIT, and our operating partnership is not a “publicly held corporation” within the meaning of Section 162(m).

In December 2019, the Internal Revenue Service proposed new regulations that may cause the limits on deductibility under Section 162(m) of the Code to apply to our executive compensation programs despite our UPREIT structure. Although our Compensation Committee is currently considering the impact of these proposed regulations, and intends to continue to review the application of Section 162(m) with respect to any future compensation arrangements, we are committed to providing competitive compensation and willing to exceed the limit on deductibility to attract and retain talented executives. Accordingly, we do not expect Section 162(m) to have a significant impact on our Compensation Committee’s compensation decisions for our executive officers.

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 2015 Equity Incentive Plan will be accounted for under ASC Topic 718.

Risk Considerations in Our Compensation Programs

OurThe Compensation Committee has discussed the concept of risk as it relates to our compensation programs with management and FPL, 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.

Compensation Committee Report

OurThe Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and, based on such review and discussions, our Compensation Committee recommended to the Board of Directors that our Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee

William H. Binnie (Chair)

Cynthia A. Fisher

Scott D. Freeman

Emil W. Henry, Jr.

Tara S. Innes

Summary Compensation Table

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

20202019 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, 2019.2020.