Scott Freeman
About Scott D. Freeman
Independent director at Easterly Government Properties (DEA); age 61 . Director since May 2020; Managing Partner of FHR Capital LLC (private real estate investment and advisory) . Education: BA, Bates College; MBA, Kellogg School of Management at Northwestern University . The Board has determined he is independent under NYSE standards and the Exchange Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FHR Capital, LLC | Managing Partner | Jul 2019–present | Private real estate investing; portfolio oversight |
| Colony Capital, Inc. | Managing Director; Global Head of Portfolio Management; Co-founder, Colony Realty Partners | Apr 2005–Jun 2019 | Portfolio management leadership; platform co-founder |
| TA Associates Realty, LLC | Partner; Director of Acquisitions; Executive Committee & Investment Committee; chaired Acquisition Committee | Feb 1994–Feb 2004 | Led acquisitions; governance committee roles |
| General Electric Investments | Asset Manager | Not disclosed | Asset management experience |
| Aetna Realty Investors | Asset Manager | Not disclosed | Asset management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bates College | Trustee | Not disclosed | Board/volunteer service |
No other current public company directorships disclosed for Freeman .
Board Governance
- Committees and roles:
- Audit Committee: Member; designated “audit committee financial expert”; committee chaired by Tara S. Innes .
- Compensation Committee: Member; committee chaired by William H. Binnie .
- Nominating & Corporate Governance Committee: Member; committee chaired by Cynthia A. Fisher .
- Independence: Independent director per NYSE/Exchange Act; independent committees .
- Attendance: Board held 8 meetings in 2024; Audit 5; Compensation 6; Nominating/Governance 4; each director attended at least 75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors meet in executive session after each regularly scheduled Board meeting; presided over by the independent Chairman .
- Annual meeting attendance policy: Directors expected to attend; six of seven attended the 2024 annual meeting (individual attendance not itemized) .
- Board leadership: Independent Chairman (William H. Binnie) since Jan 1, 2024; majority independent Board (≈71%) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid in equal bi-annual installments |
| Committee chair fee | $25,000 (if chair) | Freeman not disclosed as chair; thus no chair fee |
| Meeting fees | $0 | No meeting attendance fees; travel reimbursed |
Director compensation program: ~$190,000 total target (cash + equity), comprised of $75,000 cash and ~$115,000 equity granted after the annual meeting; equity vests at the earlier of one-year anniversary or the next annual meeting .
Performance Compensation
DEA does not use performance-based equity for non-employee directors; director equity grants are time-based restricted stock or LTIP units vesting within ~1 year . No director performance metrics (e.g., TSR, operational hurdles) apply to Freeman’s director awards .
| Equity Grant (Director) | Grant Form | Grant Size | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 Annual Grant | Restricted common stock | 9,527 shares | $114,991 | Earlier of 1-year from grant or 2025 annual meeting |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed for Freeman |
| Committee interlocks | Compensation Committee members (incl. Freeman) had no relationships requiring Item 404 disclosure; no insider participation |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards .
- Deep real estate investment, acquisitions, and portfolio management experience across private and institutional platforms .
- Education: BA (Bates), MBA (Kellogg/Northwestern) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 33,366 shares; <1% | |
| Vested vs. unvested | Unvested director award outstanding at 12/31/2024: 9,527 restricted shares | |
| Pledged shares | None disclosed for Freeman; Company prohibits pledging absent committee approval; limited waivers granted only to CEO and Vice Chairman (not Freeman) | |
| Hedging policy | Prohibits hedging by directors absent Nominating & Corporate Governance Committee approval; no waivers entertained | |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; all outside directors in compliance |
Shareholder Voting Signals
| Vote | Result | Implication |
|---|---|---|
| 2024 election of Scott D. Freeman | For 72,551,322; Against 2,469,617; Abstain 126,509; Broker non-votes 15,226,655 | Strong support for continued board service |
| 2024 Say-on-Pay (executives) | For 59,321,826; Against 15,566,183; Abstain 259,439; BNV 15,226,655 | Majority support for pay program |
| 2024 Say-on-Pay frequency | “1 year” received 73,351,205 votes (more than 97% of votes cast favored annual frequency) |
Policy & Controls Relevant to Governance
- Clawback: Compensation recovery policy (amended/restated; applies regardless of fault) .
- Insider trading: Formal policy filed with 10‑K; adherence required .
- Related-party transaction controls: Audit Committee pre-approval, annual review; Item 404 policy .
- ESG and risk oversight: Nominating & Corporate Governance oversees ESG; Audit oversees risk and cybersecurity .
Governance Assessment
- Board effectiveness: Freeman’s committee load and “audit committee financial expert” designation support robust oversight of financial reporting and compensation design . Attendance thresholds met; independent executive sessions after each Board meeting reinforce oversight quality .
- Alignment: Director equity is time-based and paired with ownership guidelines (≥5x retainer) with full board compliance, indicating skin-in-the-game; no hedging/pledging by Freeman under stringent policies .
- Conflicts/related-party exposure: No Item 404 relationships for Compensation Committee members including Freeman; related-party services disclosed for CEO-associated entity (EAM) are governed by policy; no Freeman-specific transactions disclosed .
- Shareholder confidence: Strong 2024 vote support for Freeman’s re-election and for annual say-on-pay suggests investor acceptance of governance practices .
RED FLAGS: None disclosed specific to Freeman. Company-level exceptions to anti-pledging policy apply only to CEO/Vice Chairman—not to Freeman . No Section 16(a) delinquency noted for Freeman; policy infrastructure (clawback, independence) appears robust .