DEF 14A of Copt Defense Properties
Filed Mar 31, 2025 · FY20240000860546-25-000015
BIOGRAPHICAL INFORMATION
BIOGRAPHICAL INFORMATION Set forth below is certain biographical information with respect to the nominees for election as Trustees, including professional experience, Board Committee memberships, skills and qualifications.
BIOGRAPHICAL INFORMATION
| | | Robert L. Denton, Sr. | Age: 72 | | | | | Independent Trustee Since: 1999 | | | | BACKGROUND The Shidler Group >Managing Partner—New York (1994-2013) Providence Capital, Inc. >Co-Founder and Managing Director (1991-1994) Jefferies Group LLC (f/k/a Jefferies & Co.) >Co-Head Mergers and Acquisitions (1987-1991) Pacific Equity Ltd. >Head of Investment Research (1985-1987) Booz Allen & Hamilton, Inc. >Consulting-Principal (1980-1985) OTHER EXPERIENCE Co-Founder of several organizations sponsored by The Shidler Group, including: >COPT Defense Properties (NYSE: CDP) >First Industrial Realty Trust, Inc. (NYSE: FR) >Primus Guaranty, Ltd. (formerly NYSE: PRS) Structured execution of initial public offering for TriNet Corporate Realty Trust (formerly NYSE: TRI) Co-Inventor: Business process patent to create, price and manage electronic trading and distribution of credit risk transfer products (U.S. Pat. Appl. 20020055897) EDUCATION >BS in Economics—University of Pennsylvania >MBA—Wharton School of the University of Pennsylvania COPT BOARD SERVICE Mr. Denton’s extensive real estate, financial, and consulting career, including as a senior executive in a well-known private real estate investment and acquisition company, enables him to provide meaningful insight and leadership into our strategic initiatives, with specific focus on the analysis of our proposed investment, development and capital market initiatives. His professional experience and history with the Company, including being the former chair of the Nominating and Corporate Governance and Investment Committees, make Mr. Denton ideally suited to be our Chairman of the Board. | | | CHAIRMAN OF THE BOARD SINCE JANUARY 2024 | | | | | COMMITTEES Audit, Investment, Nominating and Corporate Governance | | | | | Skills and Qualifications | | | | | | Public Company Board Service | | | | | Financial Literacy/ Accounting | | | | | Finance/Capital Markets | | | | | Corporate Governance | | | | | Real Estate Investment | | | | | Strategic Planning + Leadership | | | | | Audit Committee Financial Expert | | |
BIOGRAPHICAL INFORMATION
| | 2025 Proxy Statement | 7 |
BIOGRAPHICAL INFORMATION
| | | Stephen E. Budorick | Age: 64 | | | | | Trustee Since: 2016 | | | | BACKGROUND COPT Defense Properties >President + Chief Executive Officer (“CEO”) (2016-Present) >Executive Vice President + Chief Operating Officer (“COO”) (2011-2016) Callahan Capital Partners, LLC >Executive Vice President of Asset Management (2006-2011) Trizec Properties, Inc. >Executive Vice President Central Region (1997-2006) Miglin Beitler Management Company >Executive Vice President (1991-1997) Lasalle Partners, Ltd. (now known as Jones Lang LaSalle, Inc.) >Vice President Asset Management (1988-1991) American Hospital Association >Facilities management and planning (1983-1988) EDUCATION >BS in Industrial Engineering—University of Illinois >MBA—University of Chicago COPT BOARD SERVICE Mr. Budorick’s experience as our President + CEO and his prior experience as our COO, as well as his depth of both operational and financial expertise, make him highly qualified to serve as a valued member of our Board. In his role as CEO, Mr. Budorick is a critical link between the Board and management. His experience at initiating and implementing strategic initiatives and continued engagement in the commercial real estate community are valuable assets to the Board. | | | PRESIDENT + CHIEF EXECUTIVE OFFICER (“CEO”) SINCE MAY 2016 | | | | | COMMITTEES None | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Financial Literacy/ Accounting | | | | | Finance/Capital Markets | | | | | Corporate Governance | | | | | Real Estate Investment | | | | | Strategic Planning + Leadership | | |
BIOGRAPHICAL INFORMATION
| | | Philip L. Hawkins | Age: 69 | | | | | Independent Trustee Since: 2014 | | | | BACKGROUND DCT Industrial Trust (formerly NYSE: DCT) >President and Chief Executive Officer (2006-2018) CarrAmerica Realty Corporation (formerly NYSE: CRE) >Various positions, including President and Chief Operating Officer (1996-2006) LaSalle Partners, Ltd. (now known as Jones Lang LaSalle, Inc.) >Various senior executive positions in real estate investment, development, leasing and management (1982-1996) OTHER PUBLIC COMPANY BOARDS Former (past 5 years) >DCT Industrial Trust (formerly NYSE: DCT) >Prologis Inc. (NYSE: PLD) >Welltower (NYSE: WELL) OTHER EXPERIENCE Hamilton College >Trustee (2012-Present) Link Logistics Real Estate >Executive Chairman (2020-Present) Pure Industrial >Board Member (2022-Present) WPG (formerly Washington Prime Group, Inc.; formerly NYSE: WPG) >Board Member (2022-Present) EDUCATION >BA in Economics—Hamilton College >MBA—University of Chicago COPT BOARD SERVICE Mr. Hawkins’ lengthy real estate career and current and past executive positions, both in the office and industrial sectors, with publicly traded companies, qualifies him to provide an experienced perspective on our strategic initiatives, to assess capital allocation and other investment decisions, as well as to evaluate compensation matters. In addition, Mr. Hawkins’ extensive public company board service enhances the insights he brings as a Board member. | | | COMMITTEES Compensation, Investment (Chair) | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Public Company Board Service | | | | | Financial Literacy/ Accounting | | | | | Finance/Capital Markets | | | | | Real Estate Investment | | | | | Strategic Planning + Leadership | | |
BIOGRAPHICAL INFORMATION
| 8 | COPT Defense Properties | |
BIOGRAPHICAL INFORMATION
| | | Letitia A. Long | Age: 66 | | | | | Independent Trustee Since: 2020 | | | | BACKGROUND US Government >Director, National Geospatial-Intelligence Agency (2010-2014) >Deputy Director, Defense Intelligence Agency (“DIA”) (2006-2010) >Deputy Undersecretary of Defense for Intelligence (2003-2006) >Deputy Director, Naval Intelligence (2000-2003) >Various positions with US Intelligence (1978-2000) OTHER PUBLIC COMPANY BOARDS Current >T-Mobile US, Inc. (NASDAQ: TMUS) >Parsons Corporation (NYSE: PSN) Former (past 5 years) >Raytheon Company (NYSE: RTX) >Urthecast (TSX: UR) OTHER EXPERIENCE Noblis, Inc. >Vice Chair of the Board of Trustees Virginia Polytechnic Institute and State University >Virginia Tech Board of Visitors EDUCATION >BS in Electrical Engineering—Virginia Polytechnic Institute and State University >MS in Engineering—Catholic University of America COPT BOARD SERVICE Ms. Long’s experience working in Director-level positions within the U.S. Department of Defense and multiple intelligence agencies, as well as her experience as a public company board member, positions her to contribute to our strategy, governance matters and risk management. | | | COMMITTEES Audit, Nominating and Corporate Governance (Chair) | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Public Company Board Service | | | | | Financial Literacy/Accounting | | | | | Risk Management | | | | | Corporate Governance | | | | | Strategic Planning + Leadership | | | | | Technology/Cybersecurity Experience | | | | | Government, Regulatory Affairs | | |
BIOGRAPHICAL INFORMATION
| | | Essye B. Miller | Age: 61 | | | | | Independent Trustee Since: 2022 | | | | BACKGROUND Executive Business Management LLC >President and Chief Executive Officer (2020 to present) US Government >Department of Defense (“DOD”) >Principal Deputy Chief Information Officer (“CIO”) (2018-2020) >Deputy CIO for Cybersecurity (“CISO”) (2016-2018) >Acting CIO (December 2017-May 2018) >Department of U.S. Army >CISO and Cybersecurity (2015-2017) >Department of U.S. Air Force >Director of Information Management (2006-2014) OTHER EXPERIENCE Concordance Academy and the National Cyber Scholarship Foundation >Non-Profit Board Member EDUCATION >Honorary Doctor of Science—Talladega College >MBA in Business Administration—Troy State University >Master of Strategic Studies—U.S. Air Force, Air University COPT BOARD SERVICE Ms. Miller’s extensive experience in senior positions in the U.S. Government, and her experience with information technology and cybersecurity positions her to contribute to our strategy, cybersecurity and risk management matters. | | | COMMITTEES Audit, Nominating and Corporate Governance | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Risk Management | | | | | Corporate Governance | | | | | Strategic Planning + Leadership | | | | | Technology/Cybersecurity Experience | | | | | Government, Regulatory Affairs | | |
BIOGRAPHICAL INFORMATION
| | 2025 Proxy Statement | 9 |
BIOGRAPHICAL INFORMATION
| | | Raymond L. Owens | Age: 66 | | | | | Independent Trustee Since: 2021 | | | | BACKGROUND Piedmont Office Realty Trust (NYSE: PDM) >Chief Investment Officer and Executive Vice President of Capital Markets (2016-2017) >Executive Vice President, Capital Markets (2007-2016) Wells Real Estate Funds >Managing Director and Executive Vice President of Capital Markets (2002-2007) PM Realty Group, LP >Senior Vice President (1997-2002) Various Roles, Capital Markets and Real Estate Investment >General Electric Investments, HPI Realty Partners, Travelers Realty Investment Company and Aetna Realty Investors (1982-1997) OTHER EXPERIENCE Stephen M. Ross School of Business at the University of Michigan >Member, Advisory Board Ross Real Estate Fund (2016-2020) >Member, Alumni Board of Governors (2010-2016) EDUCATION >BA in Economics—University of Michigan, Ann Arbor >MBA in Marketing and Real Estate—Stephen M. Ross School of Business at the University of Michigan, Ann Arbor COPT BOARD SERVICE Mr. Owens’ lengthy real estate career and past executive positions overseeing capital markets transactions and investments at both publicly-traded and private companies qualifies him to provide an experienced perspective on our strategic initiatives and to assess capital allocation and other investment decisions. | | | COMMITTEES Compensation, Investment | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Financial Literacy/Accounting | | | | | Finance/Capital Markets | | | | | Real Estate Investment | | | | | Strategic Planning + Leadership | | |
BIOGRAPHICAL INFORMATION
| | | C. Taylor Pickett | Age: 63 | | | | | Independent Trustee Since: 2013 | | | | BACKGROUND Omega Healthcare Investors, Inc. (NYSE: OHI) >Chief Executive Officer (2001-Present) Integrated Health Services, Inc. >Executive Vice President and Chief Financial Officer (1998-2001) >Various executive positions (1993-1998) PHH Corporation >Vice President of Taxes (1991-1993) KPMG >Certified public accountant (1984-1991) OTHER PUBLIC COMPANY BOARDS Current >Omega Healthcare Investors, Inc. (NYSE: OHI) EDUCATION >BA in Accounting—University of Delaware >JD—University of Maryland School of Law >Certified Public Accountant COPT BOARD SERVICE Mr. Pickett’s extensive executive experience at various public companies and his financial expertise are assets to considering our strategic initiatives, capital allocation decisions and compensation matters, and supplement our financial oversight. In addition, his active role as a chief executive officer of a publicly-traded REIT serves as a valuable resource for both management and the Board. | | | COMMITTEES Compensation (Chair), Investment | | | | | Skills and Qualifications | | | | | | Executive Leadership | | | | | Public Company Board Service | | | | | Financial Literacy/Accounting | | | | | Finance/Capital Markets | | | | | Real Estate Investment | | | | | Strategic Planning + Leadership | | |
BIOGRAPHICAL INFORMATION
| 10 | COPT Defense Properties | |
BIOGRAPHICAL INFORMATION
| | | Lisa G. Trimberger | Age: 64 | | | | | Independent Trustee Since: 2017 | | | | BACKGROUND Mack Capital Investments LLC >Principal and owner (2014-Present) Deloitte & Touche LLP >Audit partner and other positions (1983-2014) >Co-chair of the Nominating Committee of the Board of Directors >Leader of the firm’s National Women’s Initiative for development and retention of women professionals OTHER PUBLIC COMPANY BOARDS Current >EPR Properties (NYSE: EPR) >Luxfer Holdings PLC (NYSE: LXFR) OTHER EXPERIENCE NACD >Member and Board Leadership Fellow National Association of Real Estate Investment Trusts >Member EDUCATION >BS in Accounting—St. Cloud State University >Certified Public Accountant >CERT Certificate in Cybersecurity Oversight—NACD, Ridge Global and Carnegie Mellon University’s CERT division >Women’s Director Development Executive Program—J.L. Kellogg School of Management of Northwestern University COPT BOARD SERVICE Ms. Trimberger’s experience as an audit partner in a Big Four firm positions her to contribute significantly as a financial expert in areas including financial and audit oversight, corporate governance and risk management matters. | | | COMMITTEES Audit (Chair), Nominating and Corporate Governance | | | | | Skills and Qualifications | | | | | | Public Company Board Service | | | | | Financial Literacy/Accounting | | | | | Risk Management | | | | | Corporate Governance | | | | | Strategic Planning + Leadership | | | | | Audit Committee Financial Expert | | |
BIOGRAPHICAL INFORMATION
| | 2025 Proxy Statement | 11 |
TRUSTEE COMPENSATION
| Name of Trustee | Fees Earned (Paid in Cash)(1) | Equity Awards(2) | Total | | Robert L. Denton, Sr. | $178,102 | $108,455 | $286,557 | | Thomas F. Brady | $104,000 | $108,455 | $212,455 | | Philip L. Hawkins | $105,000 | $108,455 | $213,455 | | Steven D. Kesler(3) | $33,571 | $— | $33,571 | | Letitia A. Long | $108,898 | $108,455 | $217,353 | | Essye B. Miller | $96,000 | $108,455 | $204,455 | | Raymond L. Owens | $92,000 | $108,455 | $200,455 | | C. Taylor Pickett | $107,000 | $108,455 | $215,455 | | Lisa G. Trimberger | $113,500 | $108,455 | $221,955 |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned in 2024, 2023 and 2022 by our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary | Equity-Based Compensation Awards(1) | Non-Equity Incentive Plan Compensation(2) | Bonus(3) | All Other Compensation(4) | Total | | Stephen E. Budorick | 2024 | $784,615 | $5,129,176 | $1,648,500 | $— | $13,800 | $7,576,091 | | President + CEO | 2023 | $775,000 | $3,951,507 | $1,428,635 | $— | $13,200 | $6,168,342 | | | 2022 | $774,038 | $3,583,054 | $1,177,768 | $— | $12,200 | $5,547,060 | | Britt A. Snider | 2024 | $425,000 | $1,041,352 | $733,125 | $276,923 | $12,826 | $2,489,226 | | EVP + COO | 2023 | $17,981 | $599,995 | $— | $23,077 | $— | $641,053 | | Anthony Mifsud | 2024 | $465,615 | $1,376,045 | $803,850 | $— | $13,800 | $2,659,310 | | EVP + CFO | 2023 | $456,000 | $1,214,185 | $743,599 | $— | $13,200 | $2,426,984 | | | 2022 | $455,615 | $1,092,238 | $613,024 | $— | $13,224 | $2,174,101 |
Summary Compensation Table
(1)Represents the grant date fair value of performance- and time-based equity awarded during the calendar year. The settlement value of performance-based awards, if any, will be realized by the executive at the end of the defined performance period based on the Company’s relative and stand-alone TSR over such period of performance. See Notes 2 and 12 to our consolidated financial statements included in our Annual Report for the year ended December 31, 2024 for additional information regarding performance- and time-based equity awards. (2)Represents AIAs paid in 2025, 2024 and 2023 determined by actual performance against the pre-established objectives as compensation for services performed during 2024, 2023 and 2022, respectively. (3)Mr. Snider received a new hire cash bonus in 2023 in the total amount of $300,000, which was paid ratably on a biweekly basis over a one-year period, contingent upon his remaining employed by the Company throughout such period. (4)Refer to the table below entitled “All Other Compensation” for details on these amounts, which include programs available to all officers or employees, including Company match on employee contributions to the 401(k) plan.
Summary Compensation Table
| 38 | COPT Defense Properties | |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth information about equity and non-equity awards granted to the NEOs for 2024:
2024 Grants of Plan-Based Awards
| Name | Type | Grant Date | Date of Board Action(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(3) | | | All Other Stock Awards: Number of Shares of Stock (#)(4) | Grant Date Fair Value of Stock Awards ($)(3)(4)(5) | | | | | | Threshold | Target | High | Threshold | Target | Maximum | | | | Stephen E. Budorick | AIA | | 11/9/2023 | 549,500 | 1,099,000 | 1,648,500 | | | | | | | | PB-PIU | 1/1/2024 | 11/9/2023 | | | | 48,480 | 96,960 | 193,920 | | 3,496,378 | | | TB-PIU | 3/1/2024 | 11/9/2023 | | | | | | | 66,482 | 1,632,798 | | Britt A. Snider | AIA | | 11/9/2023 | 244,375 | 488,750 | 733,125 | | | | | | | | PB-PIU | 1/1/2024 | 11/9/2023 | | | | 9,842 | 19,685 | 39,370 | | 709,841 | | | TB-PIU | 3/1/2024 | 11/9/2023 | | | | | | | 13,498 | 331,511 | | Anthony Mifsud | AIA | | 11/9/2023 | 267,950 | 535,900 | 803,850 | | | | | | | | PB-PIU | 1/1/2024 | 11/9/2023 | | | | 13,006 | 26,012 | 52,024 | | 937,993 | | | TB-PIU | 3/1/2024 | 11/9/2023 | | | | | | | 17,836 | 438,052 |
2024 Grants of Plan-Based Awards
(1)Represents the date on which the Board established the range of potential AIAs for 2024 performance by NEOs employed on January 1, 2024; we also made all of the 2024 performance- and time-based grants following the establishment of the range of awards under the LTIP for NEOs employed as of that date. (2)As described in the section entitled “Compensation Discussion and Analysis,” the Board approved AIAs for the NEOs, as a percentage of base salary, for three levels of aggregate performance. These columns show the estimated future payouts of AIAs for the three aggregate levels of performance approved by the Board for 2024, as converted from the percentages of 2024 base salary. (3)The maximum column reflects the PB-PIU awards made under the LTIP granted by the Board effective on the dates indicated in the Grant Date column. The threshold and target columns reflect the estimated payout at those levels as indicated by the terms of the award agreements described in the section of this proxy statement entitled “Compensation Discussion and Analysis.” The actual awards issued will be a function entirely of our TSR performance over the defined performance period relative to that of peer comparator companies. At the end of the performance period, we will issue, in settlement of the award, a number of vested PIUs equal to the number of earned awards in settlement of the award plan, and issue additional vested PIUs equal to the excess, if any, of (1) the aggregate distributions that would have been paid with respect to the vested PIUs issued in settlement of the earned awards through the date of settlement had such vested PIUs been issued on the grant date over (2) the aggregate distributions made on the PB-PIUs during the performance period, divided by the price of our common shares over a defined period of time. (4)This column reflects the TB-PIUs granted under the LTIP. The TB-PIUs granted to the NEOs on March 1, 2024 vest as the individual remains with the Company in equal annual installments over a three-year period. (5)The grant date fair value of PB-PIUs on January 1, 2024 was $36.06 per target award as calculated using a Monte Carlo model, which included assumptions of, among other things, the following: baseline common share value of $25.63; expected volatility for our common shares of 25.9%; and risk-free interest rate of 4.13%. The grant date fair value of TB-PIUs granted on March 1, 2024 were calculated using the closing prices of our common shares on the NYSE of $24.56 on March 1, 2024.
2024 Grants of Plan-Based Awards
| | 2025 Proxy Statement | 39 |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The table below provides information about unvested time- and performance-based equity as of December 31, 2024 for the NEOs.
Outstanding Equity Awards at December 31, 2024
| | | Stock Awards | | | | | Name | Grant Date | Number of Time-Based Equity Awards That Have Not Vested(1) | Market Value of Time-Based Awards That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Units(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units ($)(4) | | Stephen E. Budorick | 3/1/2022 | 16,141 | 499,564 | — | — | | | 1/1/2023 | — | — | 173,049 | 5,355,867 | | | 3/1/2023 | 36,159 | 1,119,121 | — | — | | | 1/1/2024 | — | — | 167,357 | 5,179,699 | | | 3/1/2024 | 66,482 | 2,057,618 | — | — | | Britt A. Snider | 12/1/2023 | 18,780 | 581,241 | — | — | | | 1/1/2024 | — | — | 33,977 | 1,051,588 | | | 3/1/2024 | 13,498 | 417,763 | — | — | | Anthony Mifsud | 3/1/2022 | 4,920 | 152,274 | — | — | | | 1/1/2023 | — | — | 53,172 | 1,645,673 | | | 3/1/2023 | 11,111 | 343,885 | — | — | | | 1/1/2024 | — | — | 44,898 | 1,389,593 | | | 3/1/2024 | 17,836 | 552,024 | — | — |
Outstanding Equity Awards at December 31, 2024
(1)This column represents the number of TB-PIUs awarded. The forfeiture restrictions on these awards that were unvested on December 31, 2024 lapsed or were scheduled to lapse on the following dates: >Granted 3/1/2022 - Fully vested on 3/1/2025. >Granted 3/1/2023 - One-half vested on 3/1/2025 and the remaining one-half is scheduled to vest on 3/1/2026. >Granted 12/1/2023 - One-fourth is scheduled to vest on each of 12/1/2025, 12/1/2026, 12/1/2027 and 12/1/2028. >Granted 3/1/2024 - One-third vested on 3/1/2025 and one-third is scheduled to vest on each of 3/1/2026 and 3/1/2027. (2)This column represents the value of TB-PIUs awarded. The value is calculated by multiplying the number of awards subject to vesting or issuable by $30.95, the closing price of our common shares on the NYSE on December 31, 2024. (3)The amount reported in this column represents the number of common shares that would be issuable in settlement of the PB-PIUs at estimated achievement levels as of December 31, 2024, which were 200% for 2023 awards and 167% for 2024 awards, including the effect of aggregate excess distributions declared through December 31, 2024 as described further below. The PB-PIUs have performance periods beginning on January 1, 2023 and January 1, 2024, respectively, and concluding on the earlier of: (1) December 31, 2025 and December 31, 2026, respectively; (2) the date of termination by the Company without cause, the death or disability of the executive or the constructive discharge of the executive (collectively, “qualified termination”); or (3) the date of a sale event. At the end of the performance period we will issue, in settlement of the award, fully-vested PIUs equal to the number of earned awards in settlement of the award plan plus additional vested PIUs equal to the excess, if any, of (1) the aggregate distributions that would have been paid with respect to vested PIUs issued in settlement of the earned awards through the date of settlement had such vested PIUs been issued on the grant date over (2) the aggregate distributions made on the PB-PIUs during the performance period, divided by the price of our common shares over a defined period of time. (4)This column represents the market value of PB-PIU awards. The value is calculated by multiplying the number of fully-vested PIUs that would be issuable in settlement of the earned awards at the applicable level of performance, as reported in the previous column, by $30.95, the closing price of our common shares on the NYSE on December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| 40 | COPT Defense Properties | |
Stock Vested in 2024
Stock Vested in 2024 The table below provides information about the value realized on TB-PIUs and PB-PIUs that vested during 2024 for the NEOs:
Stock Vested in 2024
| Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Stephen E. Budorick | 203,701 | $5,971,207 | | Britt A. Snider | 4,694 | $154,667 | | Anthony Mifsud | 62,367 | $1,826,818 |
Stock Vested in 2024
(1)The amount in this column is comprised of vested equity from the following: Mr. Budorick: 49,604 from TB-PIUs and 154,097 from PB-PIUs; Mr. Snider: 4,694 from TB-PIUs; and Mr. Mifsud: 15,393 from TB-PIUs and 46,974 from PB-PIUs. PB-PIUs included in this column represent actual payout of 200% of the January 1, 2022 award target for Mr. Budorick and Mr. Mifsud, and includes the effect of aggregate distributions declared through December 31, 2024. These PB-PIUs vested on December 31, 2024 and were settled on February 1, 2025. (2)Value realized on vesting of TB-PIUs is calculated by multiplying the number of TB-PIUs vesting by the closing price of our common shares as reported by the NYSE on the day before the vesting date. Value realized on vesting of PB-PIUs is calculated by multiplying the vested PIUs, as reported in the previous column, by $30.95, the closing price of our common shares on the NYSE on December 31, 2024, the end of the performance period.
CEO Pay Ratio
CEO Pay Ratio We are required by the SEC to disclose the ratio of the total 2024 compensation of our CEO, Mr. Budorick, to the annual compensation for 2024 of our median employee. We selected our median employee based on the 426 full- and part-time employees, excluding Mr. Budorick, employed as of December 31, 2024. We calculated the annual total compensation of all employees using W-2 and employee record information without any cost-of-living adjustments, and included the following compensation elements: salary, including overtime; non-equity incentive plan compensation; equity-based compensation awards; bonus payments; and the elements disclosed in the All Other Compensation table for our NEOs. Per the Summary Compensation Table, Mr. Budorick’s total compensation in 2024 was $7,576,091 and the median employee’s was $128,605. The ratio of Mr. Budorick’s total 2024 compensation to the total annual compensation for 2024 of our median employee was 58.9 to 1.
Pay-Versus-Performance
| | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based on(4) | | | | | Year | | | | | COPT Defense TSR | Nareit Office Sector Index TSR(5) | Net Income(6) | FFO per Share(7) | | 2024 | $7,576,091 | $13,057,617 | $2,574,268 | $3,637,948 | $130.99 | $76.95 | $143,942 | $2.57 | | 2023 | $6,168,342 | $7,178,869 | $1,672,030 | $559,464 | $103.90 | $63.34 | $(74,347) | $2.42 | | 2022 | $5,547,060 | $8,518,704 | $2,114,677 | $2,814,964 | $100.32 | $62.07 | $178,822 | $2.36 | | 2021 | $5,502,562 | $7,170,639 | $2,231,836 | $2,539,830 | $103.69 | $99.51 | $81,578 | $2.29 | | 2020 | $4,548,812 | $4,844,929 | $1,405,232 | $550,795 | $92.89 | $81.56 | $102,878 | $2.12 |
Relationship to Compensation Actually Paid
Relationship to Compensation Actually Paid The graph set forth below illustrates the relationship of our NEO compensation actually paid to our TSR, as well as the relationship of our TSR to that of the peer group (the Nareit Office Sector Index): The graph set forth below illustrates the relationship of our NEO compensation actually paid to our net income:
Relationship to Compensation Actually Paid
| | 2025 Proxy Statement | 43 |
Relationship to Compensation Actually Paid
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our FFO per share: Our executive compensation program is designed to align pay to performance, rewarding our executives for benefiting our shareholders. We believe that the stability and growth of our TSR from 2020 through 2024 relative to the Nareit Office Sector Index aligns with the increases to compensation actually paid to our CEO and other NEOs year to year. We significantly and consistently outperformed the TSR of the Nareit Office Sector Index from 2020 through 2024; our TSR return relative to the constituent companies of the Nareit Office Sector Index directly results in the entirety of the performance-based equity payouts for our CEO and other NEOs, thereby directly linking this performance measure and shareholder success to our executive compensation. Our FFO per share has increased from 2020 through 2024, which correlates directly to our increases in NEO compensation actually paid over this period. We consider the most important financial measure in linking our pay to performance to be FFO per share, which is the highest weighted objective in our AIA program. Our NEO compensation is less correlated to our net income than FFO per share; this is because net income includes the effects of certain items that we believe are not pertinent in evaluating the operating performance of an equity REIT.
Potential Payments on Termination, Change in Control, Death or Disability
Potential Payments on Termination, Change in Control, Death or Disability The CIC Plan provides for the following severance package in the event of termination of the covered executive’s employment (1) within six months prior through 12 months after a “change in control” of the Company or (2) by us
Potential Payments on Termination, Change in Control, Death or Disability
| 44 | COPT Defense Properties | |
Potential Payments on Termination, Change in Control, Death or Disability
Potential Payments on Termination, Change in Control, Death or Disability other than “for-cause” or by the executive based upon “constructive discharge” (as all of such terms are defined in the CIC Plan): >severance payment equal to the sum of (A) current annualized base salary plus (B) the average of the three most recent annual incentive awards, multiplied by 2.99 if due to change in control or 1.0 (or in the case of our CEO, 2.0) if due to termination without cause or constructive discharge; >a pro-rated annual incentive cash bonus for the year of termination; >continued medical, dental and vision benefits for a specified timeframe following termination unless such benefits are available through other employment after termination; >full vesting of equity awards subject to time-based vesting for up to 18 months following termination; and >vesting of performance-based equity awards in accordance with the terms of the applicable award agreements. We believe that the termination of the performance-based equity awards upon a change in control resulting in a pro-rata payout based on the portion of the performance period completed essentially compensates our executives only for the time worked and the results achieved to the date of the change in control. The severance payments will be paid in substantially equal monthly installments over 12 months, or if because of a change in control, severance will be paid in a lump sum. Such payments will be made in accordance with the provisions of Section 409A of the Internal Revenue Code, and do not provide for any gross-up on excise taxes. The table below reflects the payments that would be made to the NEOs pursuant to the provisions discussed above if the applicable termination event described occurred on December 31, 2024.
Potential Payments on Termination, Change in Control, Death or Disability
| Name | Cash Severance Payments | Continuation of Medical/Welfare Benefits(1) | Value of Time-Based Vestings(2) | Value of Performance-Based Vestings(3) | Total Termination Benefits | | Stephen E. Budorick | | | | | | | Premature/Constructive Termination | $5,381,602 | $25,395 | $3,676,303 | $5,287,766 | $14,371,066 | | Constructive Termination in Connection with Change in Control | $7,501,490 | $25,395 | $3,676,303 | $5,287,766 | $16,490,954 | | Change in Control | $— | $— | $— | $5,287,766 | $5,287,766 | | Death or Disability | $— | $— | $— | $5,287,766 | $5,287,766 | | Britt A. Snider | | | | | | | Premature/Constructive Termination | $1,402,500 | $18,928 | $999,004 | $349,588 | $2,770,020 | | Constructive Termination in Connection with Change in Control | $3,220,863 | $18,928 | $999,004 | $349,588 | $4,588,383 | | Change in Control | $— | $— | $— | $349,588 | $349,588 | | Death or Disability | $— | $— | $— | $349,588 | $349,588 | | Anthony Mifsud | | | | | | | Premature/Constructive Termination | $1,710,558 | $9,108 | $1,048,184 | $1,557,623 | $4,325,473 | | Constructive Termination in Connection with Change in Control | $4,048,127 | $9,108 | $1,048,184 | $1,557,623 | $6,663,042 | | Change in Control | $— | $— | $— | $1,557,623 | $1,557,623 | | Death or Disability | $— | $— | $— | $1,557,623 | $1,557,623 |
Potential Payments on Termination, Change in Control, Death or Disability
(1)These benefits were computed based on the monthly medical and welfare benefits for the NEOs as of December 31, 2024 multiplied by the number of months over which such benefits are to continue beyond such NEOs’ employment termination. (2)Value of a time-based equity vesting is calculated by multiplying the number of shares subject to vesting as of December 31, 2024 by $30.95, the closing price of our common shares on the NYSE on December 31, 2024. (3)Value of performance-based equity vestings is calculated by multiplying the number of common shares that would be issuable in settlement of unvested performance-based equity by $30.95, the closing price of our common shares on the NYSE on December 31, 2024. The number of shares issuable in settlement would be prorated based on the portion of the three-year performance period that has elapsed in the event of a change in control.
Potential Payments on Termination, Change in Control, Death or Disability
| | 2025 Proxy Statement | 45 |