William Binnie
About William H. Binnie
William H. Binnie (age 67) is the independent Chairman of the Board of Easterly Government Properties (DEA), serving as a director since February 2015, Chairman since January 1, 2024, and previously Lead Independent Director from 2016 to 2023 . He is President & CEO of Carlisle Capital Corporation (since 1996), former founder/Chairman/CEO of Carlisle Plastics, Inc. (NYSE) from 1984 until its acquisition in 1996, and holds an AB and MBA from Harvard University; he is a former member of the Board of Overseers of Harvard University . Binnie is classified as “independent” under NYSE standards and presides over executive sessions as independent Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlisle Plastics, Inc. (NYSE) | Founder, Chairman & CEO | 1984–1996 | Built and led consumer plastics company; sold to Tyco International in 1996 |
| Easterly Government Properties | Director (pre-Chairman) | Feb 2015–Dec 2023 | Lead Independent Director (2016–2023), strengthened independent board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carlisle Capital Corporation | President & CEO | 1996–present | Private investment and management firm focused on media and real estate |
| NH1 News / Carlisle Media | Chairman (NH1), President of 19 radio stations | Ongoing | Media operations leadership |
| U.S. Senate (NH) | Candidate | 2010 | Public service engagement |
| Harvard University | Board of Overseers (former member) | Not disclosed | University governance experience |
Board Governance
- Independent Chairman role separated from management effective Jan 1, 2024; Binnie presides over board meetings, executive sessions of independent directors, approves board information/agendas/schedules, liaises with management, and is available for shareholder consultations .
- Committees: Compensation Committee Chair; Nominating & Corporate Governance Committee member (Audit Committee chaired by Tara S. Innes; Binnie not listed as Audit member) .
- Independence: Board determined Binnie is independent; majority independent board, fully independent Audit, Compensation, and Nominating & Corporate Governance Committees .
- Attendance: Board held 8 meetings in 2024; Compensation 6; Nominating & Corporate Governance 4; each director attended at least 75% of board/committee meetings; 6 of 7 directors attended the 2024 annual meeting (in person or telephonically) .
- Executive sessions: Independent directors meet at regularly scheduled executive sessions without management; Chairman presides .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid in equal bi-annual installments |
| Committee chair cash retainer | $25,000 | Compensation Committee chair fee |
| Total cash fees (Binnie) | $100,000 | Reported fees earned in cash |
| Meeting fees | $0 | No attendance fees; travel reimbursed |
Performance Compensation
| Equity Award (2024) | Instrument | Grant Detail | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director equity grant | LTIP units | Binnie elected LTIP units; 10,787 LTIP units granted following 2024 annual meeting under 2024 EIP | $114,989 | Vests upon earlier of 1-year anniversary of grant or 2025 annual meeting |
- Options: Company did not grant stock options in 2024 and currently has no plans to grant options, SARs or similar instruments (executive programs disclosure) .
- Director equity is time-based (not performance-conditioned) for non-employee directors as described in director program; performance metrics are applied to executive compensation (context for pay-for-performance oversight by the Compensation Committee chaired by Binnie) .
Executive Performance Metrics (context for committee oversight)
| Metric Category | 2024 Measures Used by Compensation Committee |
|---|---|
| Operating/Financial | Core FFO per share (fully diluted); Occupancy percentage; Adjusted net debt to annualized quarterly pro forma EBITDA |
| Market-relative | TSR relative to FTSE Nareit Equity REITs Index; TSR relative to FTSE Nareit Office REITs Index; TSR adjusted for zero-coupon 10-year Treasury price change |
| Individual performance | Operational leadership, leasing/acquisitions, capital markets, balance sheet, JV activities |
Other Directorships & Interlocks
- Current public company directorships disclosed: none beyond DEA (biography lists executive roles and prior NYSE-listed CEO experience, but does not disclose other current public boards) .
- Compensation Committee interlocks: None; during 2024, members (Binnie, Fisher, Freeman, Henry, Innes) had no relationships requiring disclosure under Item 404; no reciprocal executive overlap with other entities’ compensation committees .
Expertise & Qualifications
- Education: AB and MBA from Harvard University; former Harvard Board of Overseers—strong governance/academic credentials .
- Industry/functional experience: Public-company CEO experience (Carlisle Plastics, NYSE), investment/financial management (Carlisle Capital), real estate/media operations; entrepreneurial background .
- Board leadership: Independent Chairman with defined responsibilities enhancing board effectiveness and oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Shares | Shares & Units Beneficially Owned | % of Shares & Units | Notes |
|---|---|---|---|---|---|
| William H. Binnie | 34,272 | <1% | 50,565 | <1% | Footnote: excludes 10,787 LTIP units subject to vesting from 2024 director grant |
- Ownership policy: Non-employee directors must hold equity equal to 5x annual cash retainer; compliance required within 5 years; all outside directors are in compliance .
- Anti-hedging/anti-pledging: Company prohibits hedging/pledging absent Nominating & Corporate Governance Committee approval; 2025 waivers granted to CEO and Vice Chairman for legacy IPO-related pledges; no pledging disclosed for Binnie .
Governance Assessment
- Strengths: Independent Chairman structure with clear responsibilities; fully independent key committees; active executive sessions; majority independent board; robust ownership guidelines; anti-hedging/anti-pledging framework .
- Engagement/attendance: Committees met frequently in 2024; all directors achieved at least 75% attendance; policy expects annual meeting attendance (6/7 present in 2024) .
- Compensation oversight: As Compensation Committee Chair, Binnie leads pay-for-performance program using FFO/occupancy/leverage and market-relative TSR measures; no options grants planned—mitigates risk of option-repricing and excessive risk-taking .
- Conflicts/related-party exposure: Related party services disclosed with EAM (controlled by CEO) at ~$529k in 2024; oversight via Related Person Transaction policy; no Item 404 relationships disclosed for Compensation Committee members (including Binnie) .
- RED FLAGS: Legacy pledging waivers for CEO and Vice Chairman increase alignment risk; not applicable to Binnie but relevant to overall governance environment .