Cynthia Fisher
About Cynthia A. Fisher
Independent director of Easterly Government Properties (DEA) since February 2015; age 64. Entrepreneur and investor with decades of operating and board experience in healthcare and consumer sectors. Founder/Chair of PatientRightsAdvocate.org; previously founded ViaCord (CEO, 1993–2000) and co‑founded ViaCell (President; IPO in 2005, sold to PerkinElmer in 2007). Education: MBA, Harvard Business School; BS and honorary Doctor of Science, Ursinus College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ViaCord, Inc. | Founder; Chairman & CEO | 1993–2000 | Built leading cord blood stem cell bank; healthcare operating expertise |
| ViaCell, Inc. | Co‑founder; President; Director | Founded 2000; IPO 2005; sold 2007 | Public company leadership and M&A exit to PKI |
| WaterRev, LLC | Founder (investment firm) | Founded 2011 | Focus on sustainability tech investing |
| PatientRightsAdvocate.org | Founder & Chair | Current | Healthcare transparency advocacy; policy/governance experience |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Boston Beer Company (NYSE: SAM) | Director | Current | Public company director experience; consumer sector insight |
| FitMoney.org | Co‑founder & Chair | Current | K‑12 financial literacy; ESG/governance perspective |
| National Park Foundation | Board Member | Current | Non‑profit governance |
| Water.org | Director (prior) | Past | Global non‑profit experience |
Board Governance
- Independence: DEA classifies Fisher as independent under NYSE standards .
- Committees and roles:
- Nominating & Corporate Governance Committee – Chair; oversees ESG initiatives, risks, strategies, and policies .
- Compensation Committee – Member .
- Audit Committee – Member .
- Board and committee activity: In 2024, Board met 8x; Audit 5x; Compensation 6x; Nominating & Corporate Governance 4x. Each director attended at least 75% of applicable meetings .
- Executive sessions: Independent directors meet in executive sessions; independent Chair leads Board (role separated from CEO in 2024) .
- Anti‑hedging/pledging: Prohibited absent committee approval; 2025 waivers granted only to CEO and Vice Chairman (not Fisher) for legacy pledges; no Fisher waivers disclosed .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director cash retainer |
| Committee chair cash fee | $25,000 | For service as Nominating & Corporate Governance Chair |
| Total cash fees earned | $100,000 | Matches director comp table for Fisher |
Performance Compensation (Director Equity; structure and metrics)
| Grant | Instrument | Shares/Units | Grant Date/Timing | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity (2024) | Restricted common stock | 9,527 | Granted following 2024 annual meeting | $114,991 | Vests at earlier of 1‑year from grant or 2025 annual meeting |
- Director equity is time‑based; no performance metrics apply to director awards at DEA .
Other Directorships & Interlocks
- Current public company board: Boston Beer Company (SAM) – Director .
- Compensation Committee Interlocks: DEA discloses no interlocks or insider participation concerns; Compensation Committee (which includes Fisher) had no relationships requiring Item 404 disclosure, and no reciprocal executive/board overlaps with DEA executives .
- Related‑party transactions: DEA discloses services from an entity controlled by the CEO; no related‑party transactions disclosed involving Fisher .
Expertise & Qualifications
- Entrepreneur/Operator: Founded and led healthcare companies through IPO and strategic sale (ViaCord/ViaCell) .
- Policy/ESG: Chairs Nominating & Corporate Governance Committee; founder of PatientRightsAdvocate.org; non‑profit board experience .
- Education: MBA (HBS); BS and honorary Doctor of Science (Ursinus College) .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficially owned common shares (2/28/2025) | 135,428 | As reported by DEA |
| % of shares outstanding | ~0.13% | 135,428 ÷ 107,970,559 outstanding shares (2/28/2025) |
| Additional holdings excluded from “beneficial” total | 20,942.79 (pension), 9,392.68 (profit sharing) | Fisher is administrator and holds remainder interest; excluded from beneficial tally |
| Unvested director equity outstanding at 12/31/2024 | 9,527 restricted shares (from 2024 grant) | Annual grant was only unvested director equity outstanding; vest at earlier of 1‑year or 2025 annual meeting |
| Shares pledged as collateral | None disclosed | Company prohibits pledging absent approval; no Fisher waiver disclosed |
| Ownership guidelines | 5x annual cash retainer for non‑employee directors | All outside directors are in compliance |
| Illustrative value of holdings at 12/31/2024 price | ~$1.54 million | 135,428 × $11.36 closing price on 12/31/2024 |
Insider Trades and Section 16 Compliance
| Date Filed | Form | Transaction(s) | Period Covered | Notes |
|---|---|---|---|---|
| 2025‑04‑08 | Form 4 | Acquisition of shares via broker‑administered dividend reinvestment | Quarterly DRIP transactions from Sep 2016–Aug 2024 | Report filed late; brokerage account removed from DRIP after filing |
Governance Assessment
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Strengths
- Independent director with deep operating experience; chairs Nominating & Corporate Governance and serves on Compensation and Audit, providing broad oversight and ESG governance leadership .
- Strong ownership alignment: directors must hold 5× cash retainer; all outside directors are compliant; Fisher’s reported holdings are substantial, with no pledged shares disclosed .
- Active Board/committee cadence with minimum attendance threshold met by all directors; independent Chair structure reinforces oversight .
- No related‑party transactions disclosed involving Fisher; no compensation committee interlocks .
-
Watch items / RED FLAGS
- Section 16 administrative lapse: late Form 4 filed April 8, 2025 for historical DRIP acquisitions (2016–2024). Company notes account is no longer enrolled in DRIP post‑filing .
- Company‑level related‑party spend with CEO‑controlled entity (IT/administrative services), though unrelated to Fisher; continue to monitor oversight by Audit/Nominating committees .
-
Director Compensation Mix (signal)
- Balanced cash/equity structure with additional $25k for committee chairs; 2024 Fisher total director comp $214,991 (cash $100,000; equity $114,991). No meeting fees; equity grants are time‑based and vest at next annual meeting/anniversary, aligning tenure with shareholder interests .
-
Independence and Engagement
- Fisher is explicitly independent; participates across three key committees. Board reports at least 75% attendance for all directors; committee counts suggest meaningful engagement load during 2024 (Audit 5x; Comp 6x; N&G 4x; Board 8x) .
Notes:
- All citations refer to DEA’s 2025 DEF 14A proxy statement.