Easterly Government Properties, Inc. appointed Darrell W. Crate as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Retirement of William C. Trimble, III and Separation Agreement 

On December 6, 2023, Easterly Government Properties, Inc. (the "Company") and William C. Trimble, III entered into a Transition and Separation Agreement and Release, dated as of December 6, 2023 (the "Separation Agreement"), pursuant to which Mr. Trimble will retire from his positions as Chief Executive Officer and President of the Company and as a member of the Company's board of directors (the "Board") effective December 31, 2023 (the "Effective Date"). Mr. Trimble's retirement is not the result of any disagreement or dispute between Mr. Trimble and the Company. In connection with Mr. Trimble's retirement, also on December 6, 2023, the Board reduced the size of the Board from eight to seven members, to be effective following Mr. Trimble's retirement on the Effective Date. 

Pursuant to the terms of the Separation Agreement, Mr. Trimble will be entitled to a lump sum severance payment of $400,000 following the Effective Date and will remain eligible to receive his annual cash bonus for 2023 based on his performance during the year, payable at the same time and subject to the same conditions as then-current employees of the Company. In addition, Mr. Trimble's long-term incentive units ("LTIP Units") in Easterly Government Properties LP, the Company's operating partnership, will be treated as follows: (i) all of the LTIP Units subject to only time-based vesting conditions will vest as of the Effective Date; and (ii) all of the LTIP Units subject to both time- and performance-based vesting conditions will remain eligible to be earned and will continue to vest following the Effective Date, with the number of LTIP Units earned under each award agreement to be calculated as of the end of the applicable performance period set forth in the corresponding award agreement in the same manner as if his retirement had not occurred. The foregoing payments and benefits are conditioned upon a customary release of claims in favor of the Company and compliance with the non-competition, non-solicitation, non-disclosure and non-disparagement covenants described in the Separation Agreement. 

This summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. 

Appointment of Darrell W. Crate and Promotions of Meghan G. Baivier and Allison E. Marino 

Also on December 6, 2023, the Board appointed Darrell W. Crate, Chairman of the Board, to serve as Chief Executive Officer of the Company, effective January 1, 2024. Upon his appointment, William H. Binnie, currently the Board's Lead Independent Director, will replace Mr. Crate as Chairman of the Board. Mr. Crate is expected to continue his service as a director following his appointment. In addition, on December 6, 2023, the Board promoted Meghan G. Baivier, Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company, to President and Chief Operating Officer of the Company, and Allison E. Marino, Senior Vice President and Chief Accounting Officer of the Company, to Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company, effective, in each case, January 1, 2024. Biographical information for Mr. Crate, Ms. Baivier and Ms. Marino can be found in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 4, 2023, which such information is incorporated herein by reference. There are no arrangements or understandings with any other person pursuant to which any of the foregoing appointments would occur, and there are no family relationships between any of Mr. Crate, Ms. Baivier and Ms. Marino, respectively, and any director or executive officer of the Company.