Franklin Logan
About Franklin Logan
Franklin V. Logan, age 55, serves as Executive Vice President, General Counsel and Secretary of Easterly Government Properties (DEA). He joined the company in January 2018 and was promoted to Executive Vice President in February 2023; prior roles include associate in Goodwin Procter LLP’s Real Estate Industry Group, Government Affairs Representative at Stuntz, Davis and Staffier, PC, and a staff role to a U.S. Senator. He holds a JD from Georgetown University Law Center and a BA from Rice University . Company performance during his tenure includes 2024 net income of $20.6 million and Core FFO of $126.9 million ($1.17 per share fully diluted), 97% portfolio occupancy, and increased acquisitions and financing activities; however, DEA’s 2024 total shareholder return (TSR) measured at $66 vs a $100 base in 2019, below its peer group’s $97 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwin Procter LLP | Associate, Real Estate Industry Group | 2010–January 2018 | Represented REITs across securities law, M&A, governance; contributed legal expertise in capital markets and transactions . |
| Stuntz, Davis and Staffier, PC | Government Affairs Representative | Before 2010 | Advanced client interests before Congress and federal agencies on appropriations, homeland security, telecom, immigration, criminal justice, healthcare . |
| U.S. Senate | Staff member | Not disclosed | Legislative and policy experience; groundwork for federal regulatory and governance understanding . |
External Roles
None disclosed in the proxy and 8-K filings reviewed .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $425,000 |
| All Other Compensation ($) | $15,682 (401(k) match and charitable donation match) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Timing/Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Cash) | Individual subjective goals (compliance, governance, board/CEO support, legal oversight, asset/acquisition support) | 100% | $300,000 | $375,000 | 125% of target | 50% paid Q3’24; 50% paid in 2025 . |
| LTIP Units – Service-based | Service-based LTIP units | 50% of LTIP program | 5,115 units | — | — | Vest on 12/31/2026; dividends paid at common rate; acceleration on certain terminations . |
| LTIP Units – Performance (TSR) | Absolute TSR, Equity REIT Index Relative TSR, Office REIT Index Relative TSR, U.S. Treasury Relative TSR | 40% of performance LTIP | 447; 439; 443; 535 units | — | — | 3-year performance to 12/31/2026; forfeiture thresholds; linear interpolation; acceleration on certain terminations . |
| LTIP Units – Performance (Operational) | Average quarterly occupancy ≥94% over 3 years | 60% of performance LTIP | 2,968 units | — | — | Target-or-bust design; vest when earned at period end; acceleration on certain terminations . |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Stock Beneficially Owned (shares) | 1,051 (<1%) . |
| Shares and Units Beneficially Owned (incl. vested LTIPs and OP units) | 23,676 (<1%) . |
| Earned and Vested LTIP Units (included above) | 15,668 . |
| Outstanding Awards Not Vested (12/31/2024) | 9,041 units; market/payout value: $102,706 (at $11.36) . |
| Equity Incentive Plan Awards: Unearned (Not Vested) | 8,952 units; market/payout value: $101,695 (at $11.36) . |
| 2024 Vested (Value Realized) | 3,601 units vested; $43,587 value realized . |
| Stock Ownership Guidelines | Other NEOs must hold ≥2x base salary; compliance required within 5 years; all Section 16 officers in compliance . |
| Hedging/Pledging | Company prohibits hedging and pledging without committee approval; 2025 waivers applied only to CEO and Vice Chairman; no pledging disclosed for Logan . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | January 2018 (joined DEA) . |
| Current Role Commencement | Promoted to Executive Vice President in February 2023; continues as General Counsel and Secretary . |
| Employment Agreement | None; no cash severance rights disclosed . |
| Restrictive Covenants | Non-compete and non-solicit during employment and 12 months post-termination (Ibe exception due to CA law) . |
| Clawback Policy | Mandatory recovery of incentive comp upon material restatement; 3-year lookback; no-fault recovery; filed as exhibit to 10-K . |
| Change-of-Control (CIC) Mechanics | Performance LTIPs re-measured to CIC date (prorated if before final year); earned LTIPs remain subject to service vesting; fully vest upon termination without cause/for good reason within 18 months after CIC . |
| Potential Payments (12/31/2024) | Without Cause/Good Reason: $217,681 (performance-based $114,975; service-based $102,706). Death/Disability: $217,681. CIC (No Termination): $0. CIC + Termination (WC/FG): $147,685 (performance-based $44,979; service-based $102,706) . |
Performance & Track Record
- Company operating achievements in 2024: 97% leased portfolio; renewed 144,172 square feet for a 19.3-year weighted average term; 10 acquisitions for ~$230.0 million (including federal and high-credit state/local tenants), new development awards (Flagstaff Federal courthouse), financing actions (new $400 million revolver, KBRA BBB rating), and maintained $1.06 per-share dividends .
- DEA’s 2024 pay-versus-performance disclosure shows TSR of $66 vs peer group TSR of $97 since 2019; Core FFO per share on fully diluted basis was $1.17; net income $20.6 million .
- Logan’s individual contributions cited by the Compensation Committee included strategic legal support, compliance, governance, effective management of outside counsel, and support for asset management and acquisitions, resulting in a 125% bonus payout of his 2024 target .
Company revenue and EBITDA trend:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 291,817,000* | 284,924,000* | 298,447,000* |
| EBITDA ($) | 170,039,000* | 158,791,000* | 177,238,000* |
| Values retrieved from S&P Global.* |
DEA TSR context:
| Measure | 2020 Base | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| DEA TSR (Value of $100 investment) | 100 | 106 | 70 | 71 | 66 |
| Peer Group TSR (Value of $100 investment) | 86 | 107 | 80 | 85 | 97 |
Compensation Structure Analysis
- Logan’s annual incentive was 100% subjective vs. peers’ 50% objective/50% subjective, but the committee explicitly considered DEA’s Core FFO and leverage outcomes in assessing his payout; his total 2024 cash bonus was paid 125% of target ($375,000) .
- Long-term incentives are predominantly LTIP units with rigorous TSR and occupancy hurdles; 2023–2024 TSR LTIPs projected at/below threshold and operational LTIPs target-or-bust, illustrating stronger downside alignment; performance LTIPs generally vest below target, reinforcing pay-for-performance rigor .
- No employment agreement and no tax gross-ups; clawback policy is robust; anti-hedging and anti-pledging policies in place, with waivers only to CEO and Vice Chairman .
Say-on-Pay & Peer Benchmarking
- 2024 say-on-pay showed strong support despite one proxy advisor’s “against” recommendation driven solely by vesting acceleration for the former CEO upon retirement, a common REIT practice .
- Stockholders supported annual say-on-pay frequency by more than 97% in 2024; Board intends to continue annual votes until at least 2030 .
- Compensation consultants transitioned from Ferguson Partners Consulting (peer group and long-term plan design) to FTI Consulting (annual incentive review); committee comprised solely of independent directors .
Equity Awards – 2024 Detail
| Award Type | Units (Franklin Logan) | Key Terms |
|---|---|---|
| Service-based LTIP units | 5,115 | Vest 12/31/2026; dividends at common rate; acceleration on specified terminations . |
| Performance LTIP – Absolute TSR | 447 | 3-year TSR; forfeiture if Absolute TSR <4%; interpolation; acceleration mechanics as disclosed . |
| Performance LTIP – Equity REIT Index Relative TSR | 439 | 3-year relative TSR vs FTSE Nareit Equity REITs; forfeiture ≤35th percentile; target at 55th percentile . |
| Performance LTIP – Office REIT Index Relative TSR | 443 | 3-year relative TSR vs FTSE Nareit Office REITs; forfeiture ≤35th percentile; target at 55th percentile . |
| Performance LTIP – U.S. Treasury Relative TSR | 535 | 3-year TSR adjusted for zero-coupon 10-year Treasury; forfeiture if <3% . |
| Performance LTIP – Operational (Occupancy) | 2,968 | Average quarterly occupancy ≥94% over 3 years; target-or-bust; vest when earned . |
Risk Indicators & Red Flags
- No disclosed pledging or hedging by Logan; company-wide prohibitions exist with limited grandfathered waivers for CEO and Vice Chairman only .
- No options repricings; no employment agreement severance multiples; potential payments are primarily equity acceleration under defined COE/CIC triggers .
- Related-party transactions exist with EAM (entity controlled by CEO) for IT/admin support ($529k in 2024), not involving Logan; Board policy governs related party approvals .
Investment Implications
- Alignment: Logan’s compensation structure ties long-term value to stringent TSR and occupancy hurdles, with below-target LTIP outcomes expected—indicative of strong downside alignment if performance lags .
- Retention and selling pressure: Significant unvested service-based and performance LTIPs (9,041 not vested; 8,952 unearned as of 12/31/2024) suggest continued retention incentives; no pledging or hedging disclosed reduces forced-selling risk .
- Execution risk: DEA underperformed peers on TSR in 2024 (66 vs 97), while maintaining Core FFO stability and high occupancy; Logan’s role in legal, governance, and transaction support is central to strategy execution amid elevated leverage focus and capital market actions .
- Governance quality: No tax gross-ups, robust clawbacks, anti-hedging/pledging policies, and independent committee oversight with external consultants are positives for pay discipline and shareholder alignment .