Michael Ibe
Executive Vice President - Development and Acquisitions at Easterly Government Properties
Executive
Board
About Michael Ibe
Michael P. Ibe is Vice Chairman of the Board and Executive Vice President—Development and Acquisitions at Easterly Government Properties, serving since February 2015. He is 78 years old, attended Mesa College and San Diego State University, and co-founded Western Devcon, Inc. in 1987, where he has served as president focused on acquisition and development, including build-to-suit GSA-leased properties; earlier roles include Vice President of Construction at Ibe Investments (1980–1987) and contract administrator/Vice President and General Manager at Lampco Industries (1970–1980) . DEA’s executive compensation is explicitly linked to Core FFO per share and leverage (Adjusted Net Debt/Annualized Quarterly Pro Forma EBITDA), with objective bonus outcomes in 2024 of 100% payout for Core FFO and 200% payout for leverage, aligning incentives with key REIT performance drivers . DEA’s long-term equity awards for executives are LTIP units with performance components tied to absolute TSR, index-relative TSR, and U.S. Treasury-relative TSR, plus service-based vesting, and are structured with double-trigger acceleration on change in control, supporting retention while conditioning upside on performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Devcon, Inc. | President | 1987–present | Led acquisition/development, including build-to-suit GSA-leased properties; principal in all phases of development |
| Ibe Investments | Vice President of Construction | 1980–1987 | High-density residential (Phoenix) and luxury single-family (San Diego) development experience |
| Lampco Industries | Contract Administrator; Vice President & General Manager | 1970–1980 | Precision components for jet engines and nuclear reactors manufacturing leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Devcon, Inc. | Co-founder and President | 1987–present | Platform for federal-leased property development expertise feeding DEA sourcing/execution capabilities |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 525,000 | 525,000 | 575,000 | 600,000 |
| Target Bonus ($) | 575,000 | 555,000 | 555,000 | 700,000 |
| Actual Bonus Paid (Non-Equity Incentive Plan) ($) | 1,387,500 | 832,500 | 832,500 | 875,000 |
| All Other Compensation ($) | 11,903 | 12,214 | 13,222 | 13,461 |
| Total Compensation ($) | 3,187,585 | 2,634,661 | 2,687,387 | 2,753,703 |
| Stock Awards (grant-date fair value) ($) | 1,263,182 | 1,264,946 | 1,266,665 | 1,265,242 |
All Other Compensation primarily reflects matching 401(k) contributions and small charitable matching amounts; no tax gross-ups are provided under the employment agreements discussed, and severance for other executives is subject to 280G cutback to avoid excise taxes .
Performance Compensation
| Incentive | Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Core FFO per share (fully diluted) | 25% of total (50% of objective) | 1.16 | 1.17 | 1.19 | 1.17 | 100% of objective component for this metric | Cash, paid after year-end |
| Annual Cash Bonus (2024) | Adjusted Net Debt / Annualized Quarterly Pro Forma EBITDA (4Q) | 25% of total (50% of objective) | 7.5x | 7.4x | 7.2x | 7.1x | 200% of objective component for this metric | Cash, paid after year-end |
| LTIP Units (2022 grant) | Absolute TSR | Part of performance award (37.5%) | 50% payout at threshold | 100% payout at target | 200% at max | Not disclosed | Formulaic per TSR grid | Vests when earned after performance period ends 12/31/2024 |
| LTIP Units (2022 grant) | Index-relative TSR | Part of performance award (12.5%) | 50% payout at threshold | 100% payout at target | 200% at max | Not disclosed | Formulaic per TSR grid | Vests when earned after performance period ends 12/31/2024 |
| LTIP Units (2022 grant) | U.S. Treasury-relative TSR | Part of performance award (50%) | 50% payout at threshold | 100% payout at target | 200% at max | Not disclosed | Formulaic per TSR grid | Vests when earned after performance period ends 12/31/2024 |
| LTIP Units (2021 grant) | Absolute/Relative/Treasury TSR | Same structure as 2022; performance period ends 12/31/2023 | 50% at threshold | 100% at target | 200% at max | Not disclosed | Formulaic per TSR grid | Vests when earned after 12/31/2023 |
DEA reported no stock options granted in 2024 and currently has no plans to grant options, emphasizing RSU/LTIP structures over options risk .
Equity Ownership & Alignment
| As of | Common Shares Beneficially Owned (#) | % of Shares | Shares and Units Beneficially Owned (#) | % of Shares and Units | Pledged Shares (#) |
|---|---|---|---|---|---|
| Feb 28, 2025 | 5,793,348 | 5.4% | 6,555,859 | 5.8% | 5,000,000 (collateral for line of credit; contractual IPO right; waiver in Apr 2025 permitted increase by up to 750,000 additional shares) |
| Feb 29, 2024 | 5,793,348 | 5.7% | 6,522,832 | 6.1% | Not numerically disclosed; anti-pledging policy with limited legacy rights and Oct 2022 waiver to modify existing pledge |
- Minimum ownership guidelines: Section 16 officers must hold ≥2x base salary; non-employee directors ≥5x annual cash retainer; compliance indicated for all covered individuals .
- Anti-hedging/anti-pledging policy in place; exceptions limited to pre-IPO contractual rights for Vice Chairman (Ibe) and CEO; waivers granted Oct 2022 and Apr 2025 to modify existing pledges within specified limits .
Vesting Schedules and Outstanding Awards
| Category | 2024 | 2025 |
|---|---|---|
| Service-based LTIP units scheduled to vest (Ibe) (#) | 22,906 on 12/31/2024 | 45,971 on 12/31/2025 |
| Unvested Stock/LTIP units at 12/31 prior year (#) | 68,877 units; $925,707 market value @ $13.44 (12/29/2023 close) | Not disclosed in proxy details |
| Unearned performance LTIP units at 12/31 prior year (#) | 84,509 units; $1,135,801 market value @ $13.44 | Not disclosed in proxy details |
LTIP Grants of Plan-Based Awards (Counts and Fair Value)
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Service-based LTIP units granted (#) | 18,111 | 23,176 | 22,906 |
| Additional service-based LTIP units (#) | 13,092 | 16,736 | 16,556 |
| Performance LTIP units (Threshold/Target/Max) (#) | 8,290 / 16,580 / 33,160 | 8,364 / 16,729 / 33,458 | 8,186 / 16,372 / 32,744 |
| Grant-date fair value—Service LTIP ($) | 405,868 | 505,469 | 505,993 |
| Grant-date fair value—Performance LTIP ($) | 301,283 | 378,643 | 379,489 |
| Grant-date fair value—Additional Service LTIP ($) | 304,389 | 379,070 | 379,464 |
Employment Terms
- Restrictive covenants: All NEOs are subject to non-solicitation and other restrictive covenants during employment and for 12 months post-termination; Ibe’s agreement does not include a post-termination non-compete due to California law .
- Equity acceleration: LTIP units accelerate upon termination without cause/for good reason, death, disability or retirement; on change in control during performance period, earned LTIPs remain subject to service vesting but fully vest if terminated without cause/for good reason within 18 months (double trigger) .
- Severance economics: Ibe’s potential payments are primarily equity acceleration; bonus and cash severance show “—” in tables, indicating none under standard scenarios (2023 and 2024 tables) .
| Scenario (as of 12/31/2024; $11.36 close) | Without Cause / Good Reason | Death / Disability | Change in Control (No Termination) | Change in Control + Termination |
|---|---|---|---|---|
| Performance-Based Awards ($) | — | — | — | 502,247 |
| Service-Based Awards ($) | 1,074,929 | 1,074,929 | — | 1,074,929 |
| Bonus / Cash Severance ($) | — | — | — | — |
| Total ($) | 1,074,929 | 1,074,929 | — | 1,577,176 |
Board Governance
- Board service: Vice Chairman since Feb 2015; executive officer and director .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are composed exclusively of independent directors; committee membership lists do not include Ibe, indicating he does not serve on these committees .
- Independence: Independent directors named exclude Ibe, consistent with his executive status .
- Board activity: 8 meetings in 2024; each director attended at least 75% of board/committee meetings . Executive sessions of independent directors are held without executive officers and non-independent directors .
Compensation Structure Analysis
- Cash vs. equity mix: Ibe’s cash compensation increased modestly in 2024 (salary and bonus), while stock awards remained broadly stable ($1.26M–$1.27M over 2022–2024), maintaining significant equity-based incentives .
- Objective metrics tightening: 2024 thresholds/targets for Core FFO and leverage were raised versus 2023, with actual results achieving target FFO and better-than-maximum leverage, driving above-target objective payouts—suggesting the bonus framework rewards balance sheet strength in a higher-rate regime .
- Long-term performance orientation: TSR-based LTIP awards continue to anchor performance equity; awards vest after multi-year periods and are calibratable to threshold/target/max outcomes, preserving pay-for-performance alignment .
- Options: No options granted in 2024 and no current plans, reducing risk of option-related repricing or timing controversies .
Related Party Transactions and Alignment Risks
- Pledging: Ibe has 5,000,000 shares pledged as collateral under legacy IPO rights; waivers in Oct 2022 and Apr 2025 allowed modifications and additional pledging within limits. Pledging represents a governance red flag due to potential forced sales under adverse market conditions, though rights are contractually limited and board-approved .
- Anti-hedging: Hedging transactions are prohibited absent Nominating & Corporate Governance Committee approval; no waivers granted for hedging .
- Related party services: Company purchases IT/admin services from EAM (controlled by CEO), not from Ibe; oversight via Related Person Transaction policy (annual review by independent board body) .
Investment Implications
- Alignment: Ibe’s substantial ownership stake (5.4% of common shares and 5.8% including units) and sizeable unvested/service-based LTIP vesting through 2025 indicate strong long-term alignment; 2024 bonus metrics tied to Core FFO and leverage further reinforce cash compensation alignment with REIT fundamentals .
- Retention vs. liquidity: Accelerated vesting upon certain terminations and double-trigger change-in-control mechanics support retention, but the 5,000,000-share pledge introduces potential selling pressure in downside scenarios; investors should monitor any incremental pledged shares after the Apr 2025 waiver .
- Performance sensitivity: Objective bonus outcomes demonstrated sensitivity to leverage improvement and stable Core FFO, suggesting management incentives to delever and sustain FFO per share—constructive in a rising rate context .
- Governance: Dual role as Vice Chairman and executive officer means he is not independent and does not sit on key committees; independent committees and regular executive sessions mitigate dual-role risks, but the legacy pledging waivers warrant continued board oversight .