DEF 14A of Piedmont Realty Trust, Inc., Mar 18, 2026

DEF 14A of Piedmont Realty Trust, Inc.

Filed Mar 18, 2026 · FY20250001174947-26-000393

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information | 67 | | 2025 Executive Compensation Tables | 68 | | Summary Compensation Table | 68 | | Grants of Plan Based Awards | 70 | | Outstanding Equity Awards at Fiscal Year End | 72 | | Stock Vested | 74 | | Potential Payments Upon Termination or Change of Control | 74 | | Compensation Committee Report | 76 | | Director Compensation | 77 | | Equity Compensation Plan Information | 78 | | CEO Pay Ratio | 79 | | Pay Versus Performance | 80 | | Compensation Policies and Practices as they Relate to Risk Management | 84 | | Certain Relationships and Related Transactions | 84 | | Stock Ownership | 86 | | Audit Committee Report | 87 | | Stockholder Proposals | 88 | | Householding | 88 | | Attending the Annual Meeting | 89 | | Other Matters | 89 | | Questions and Answers | 90 | | APPENDIX A: Third Amended and Restated Omnibus Incentive Plan | 94 | | APPENDIX B: Reconciliation of Non-GAAP Measures | 112 |

  2. I N T R O D U C T I O N

    | • | motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives. |

  3. I N T R O D U C T I O N

    | What We Do | | What We Don’t Do | | | | DO require stockholder approval in the event a staggered board is ever proposed. | | NO staggered board. | | | DO have a board comprised of a super-majority of independent directors. Eight of our nine director nominees are independent in accordance with New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines. | | NO compensation or incentives that encourage risks reasonably likely to have a material adverse effect on the company. | | | DO have a separate Board Chair and Chief Executive Officer. | | NO tax gross ups for any executive officers. | | | DO require a majority vote for election of directors in uncontested elections. | | NO re-pricing or buyouts of underwater stock options. | | | DO permit stockholders to amend the bylaws. | | NO reportable transactions with any of our directors or executive officers. | | | DO restrict board terms to 15 years. | | NO hedging or pledging transactions involving our securities. | | | DO require an annual performance evaluation of our board. | | NO guaranteed cash incentive compensation or equity grants with executive officers. | | | DO align pay and performance by linking a majority of total compensation to the achievement of a balanced mix of company and individual performance criteria established by the Compensation Committee and the board. | | | | | DO deliver a substantial portion of the value of equity awards in multi-year performance shares. For 2025, 60% of all executive officers equity award opportunities were tied to our company’s 3-year total stockholder return relative to our peer group. | | | | | DO maintain stock ownership guidelines for directors and executive officers. | | | | | DO have a claw back policy covering all of our executive officers in accordance with applicable law and NYSE listing standards. | | | | | DO conduct annual assessments of compensation at risk. | | | | | DO have a Compensation Committee comprised solely of independent directors. | | | | | DO retain an independent compensation consultant that reports directly to the Compensation Committee. | | | | | DO cap incentive compensation. Incentive awards include minimum and maximum performance thresholds with funding that is based on actual results measured against pre-approved goals that are clearly defined. | | | | | DO have a board committee focused upon important Corporate Responsibility issues that meets quarterly with management and reports to the board. | | | | | DO require a 12-month holding period of stock issued to our employees with a title of Senior Vice President or higher. | | | | | DO have a minimum vesting requirement of one year for all equity awards. | | |

  4. I N T R O D U C T I O N

    | • | 85% of our NEO’s opportunity under our 2025 short-term cash incentive compensation program was tied to specific quantitative performance metrics derived from critical components of our annual business plan. |

  5. I N T R O D U C T I O N

    | • | 60% of our NEO’s opportunity under our 2025 long-term equity incentive compensation program was tied to our total stockholder return over a three-year performance period relative to a pre-determined peer group. |

  6. I N T R O D U C T I O N

    | • | Make certain other amendments to the Omnibus Incentive Plan as further described below. |

  7. I N T R O D U C T I O N

    The board of directors approved the A&R Incentive Plan on March 9, 2026, subject to stockholder approval. For a full description of the A&R Incentive Plan, see Proposal 4. Election of Directors Our current nine (9) member board of directors is comprised of eight (8) independent members and our Chief Executive Officer. Each nominee elected will serve as a director until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation, or removal from office. Each of the following nominees has served as a director since our 2025 annual meeting of stockholders. Each nominee has been nominated for re-election at the Annual Meeting by our board of directors in accordance with our established nomination procedures discussed in this proxy statement. The board of directors unanimously recommends a vote “FOR” all nine nominees listed for election of directors.

  8. I N T R O D U C T I O N

    | Kelly H. Barrett Chair of the Board* Director Since 2016 Chair Since 2024 Age: 61 | Former SVP-Home Services, among other roles, for The Home Depot (NYSE: HD) for sixteen years. While at Home Depot, Ms. Barrett served in various roles including Senior Vice President — Home Services, Vice President Corporate Controller, Senior Vice President of Enterprise Program Management, and Vice President of Internal Audit and Corporate Compliance. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated for eleven years in various financial roles, ultimately including that of Chief Financial Officer. During that time, she was very active in the National Association of Real Estate Investment Trusts (NAREIT) as an Accounting Committee Co-Chairperson and member of the Best Financial Practices Council as well as the Real Estate Group of Atlanta. She has been a licensed CPA in Georgia for over thirty years, is certified as a director by the National Association of Corporate Directors (NACD), and holds a Certificate in Cybersecurity oversight from the NACD. In addition, Ms. Barrett currently serves as: a director and member of both the Audit and Compensation Committees of Americold Realty Trust (NYSE: COLD); a director and member of the Compensation Committee and Information Technology Committee of EVERTEC, Inc. (NYSE: EVTC); and a director and member of the Finance and Audit Committee and Governance and Corporate Responsibility Committee of Louisiana - Pacific Corporation (NYSE: LPX). Furthermore, from May 2019 to October 2024 she served as a director, Audit Committee Chair, and member of the Compensation Committee of The Aaron’s Company, Inc. (formerly NYSE: AAN). Her leadership positions in the Atlanta community include currently serving on the NACD Atlanta Chapter Board, Board of the Metro Atlanta YMCA, where she was formerly Chair of the Board, a member of the Georgia Tech Foundation Board of Trustees and the Advisory Board of Scheller College of Business at Georgia Tech where she was formerly the Chair of the Board. She has previously served on the Board of the Girl Scouts of Greater Atlanta, Partnership Against Domestic Violence and the Atlanta Rotary Club. Ms. Barrett brings over 30 years of leadership and financial management expertise to the board. As a former member of NAREIT’s Accounting Committee and Best Financial Practices Council and former chief financial officer of an office REIT, she is well qualified to provide oversight and guidance for Piedmont and serve as Chair of the Audit Committee and an audit committee financial expert. |

  9. I N T R O D U C T I O N

    | | ANNUAL MEETING OF STOCKHOLDERS | 13 |

  10. I N T R O D U C T I O N

    | Glenn G. Cohen Director* Director Since 2020 Age: 62 | Executive Vice President, Chief Financial Officer of Kimco Realty Corp. (NYSE: KIM), North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. Additionally, Mr. Cohen is a member of the Cybersecurity committee at Kimco. Prior to his appointment as Kimco’s Chief Financial Officer in 2010, Mr. Cohen served in various other positions at Kimco including Treasurer from 1997 - 2024, as well as Director of Accounting and Taxation, since joining them in 1995. From 2016 to 2018, Mr. Cohen served as a director and member of the Audit Committee of Quality Care Properties, Inc. (formerly NYSE: QCP). He is a CPA and member of NAREIT and the International Council of Shopping Centers (ICSC). Mr. Cohen brings over 30 years of leadership and financial management experience to the board. As a Chief Financial Officer, Mr. Cohen is responsible for Kimco’s financial and capital strategy and oversees the accounting, financial reporting and planning, tax, treasury and capital market activities for another large, publicly traded REIT, making him well qualified to provide oversight and guidance for Piedmont and to serve as member and financial expert of the Audit Committee. In addition to his long history in the REIT industry, his knowledge of typical public company compensation programs and first-hand knowledge of the importance of fair and effective compensation plans for both management and stockholders make him well qualified to serve as Chair of the Compensation Committee. | | Jeffrey J. Donnelly, CFA Director* Director Since 2025 Age: 55 | Chief Executive Officer and Director of DiamondRock Hospitality (NYSE: DRH), a self-advised REIT owning a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. Prior to his appointment as Chief Executive Officer in 2024, Mr. Donnelly had served as DiamondRock’s Executive Vice-President and Chief Financial Officer beginning in 2019. Prior to joining DiamondRock, Mr. Donnelly was a Managing Director at Wells Fargo Securities, LLC and its predecessors for 22 years. Additionally, Mr. Donnelly spent seven years at AEW Capital Management, LP, as an Asset Manager and Capital Markets Officer, where he managed 12 million square feet of retail, office, multifamily, industrial and land assets and negotiated property sales, securitizations, and financings totaling more than $2 billion. Mr. Donnelly serves on the National Association of Real Estate Investment Trust’s (NAREIT) Advisory Board of Governors, American Hotel & Lodging Association’s (AHLA) Board of Directors, and is a founder of The Rubinstein-Taybi Syndrome Children’s Foundation. He is a CFA charter holder. Mr. Donnelly brings over 20 years of real estate asset management and capital markets experience, as well as REIT managerial experience to the board. In addition, his prior experience as a REIT CFO and CFA designation make him well qualified to serve as a member of, and financial expert for, the Audit Committee. | | Deneen L. Donnley Director* Director Since 2025 Age: 61 | Senior Vice President and General Counsel of Consolidated Edison, Inc. (NYSE: ED), one of the nation’s largest investor-owned energy-delivery companies. Prior to joining Consolidated Edison, Ms. Donnley served as Executive Vice President, Chief Legal Officer, and Corporate Secretary for USAA, a Fortune 150 diversified financial services company, where she was a strategic advisor to the Chief Executive Officer and to the board of directors. Additionally, Ms. Donnley has served on the boards of: M1 Finance since 2022; Orange and Rockland Utilities since 2025; and USAA Life Insurance and Property and Casualty subsidiaries from 2015-2019. She also served on the board of Consolidated Edison, Inc. clean energy and transmission subsidiaries from 2020 to 2025. Further, she serves on the board of directors of Girls Inc. of New York City, Fordham Law Alumni Association, and is a member of the General Counsel Steering Committee of the National Association of Corporate Directors. Ms. Donnley brings over 20 years of legal and corporate governance experience to the board, making her well qualified to provide oversight and guidance for Piedmont. |

  11. I N T R O D U C T I O N

    | Mary M. Hager Director* Director Since 2022 Age: 66 | Senior Advisor and member of the Board of Directors at global real estate firm, Greystar. Previously Ms. Hager co-led the Greystar-Thackeray business as well as Greystar’s commercial real estate businesses and served on the Greystar Global Investment Committee and Greystar Executive Committee. Prior to joining Greystar in 2021, Ms. Hager was the Co-CEO and co-founder of Thackeray Partners, a diversified private real estate company based in Dallas, TX. Since its inception in 2005, Thackeray Partners sponsored five private equity funds where Ms. Hager was responsible for overall strategy, partner communications, deal sourcing, asset management, and fund administration. Prior to founding Thackeray Partners, Ms. Hager was with Trammell Crow Company and other Crow-affiliated entities for sixteen years working in a variety of roles. Ms. Hager is currently an Executive Council member and past Chair of the Advisory Council for the University of Texas Real Estate Center. Ms. Hager was a 28-year member of the Urban Land Institute, where she served on the Board and the Investment Committee for the ULI Foundation. She is also a past Americas Global Governing Trustee and a past Chair of a national small-scale development product council. She brings to the board over 35 years of experience in virtually all aspects of managing a real estate portfolio as well as a wealth of industry contacts, particularly in Dallas, one of our largest markets, making her well qualified to serve as a member of our Board and both the Nominating and Corporate Governance Committee and the Compensation Committee. | | Barbara B. Lang Director* Director Since 2015 Age: 82 | Managing Principal & Chief Executive Officer of Lang Strategies, LLC, a business consulting firm, located in Washington, D.C., Ms. Lang served as president and Chief Executive Officer of the D.C. Chamber of Commerce from 2002 to 2014 and prior to joining the Chamber was the Vice President of Corporate Services and Chief Procurement Officer for Fannie Mae. Ms. Lang also had a long career with IBM where she served in several management positions in finance, administration and product forecasting. She has received numerous awards and accolades throughout her career, including being twice named one of Washingtonian Magazine’s 150 Most Powerful People in the Washington, D.C. region, Business Leader of the Year by the District of Columbia Building Industry Association and a Lifetime Legacy Award from Washington Business Journal. Ms. Lang also served on the board of Cardinal Financial Corporation (NASDAQ: CFNL) from 2014 to 2017 and currently serves on the advisory board of the Sibley Hospital Foundation, as Chair of the Alumni Leadership Council at Edward Waters University and as Member of the Business Advisory Council for the Comptroller of Maryland. Ms. Lang is the author of Madame President: Leadership Lessons from the Top of the Ladder, a book on leadership skills, particularly focused upon the challenges of race and gender facing African-Americans and women in corporate and governmental America. Ms. Lang brings to the board a broad personal network of corporate and governmental contacts in one of the Company’s operating markets. In addition, she has extensive senior management expertise with both private corporations and governmental agencies. Ms. Lang’s diverse business, financial, and governance expertise, as well as her life experience breaking leadership “glass ceilings” for women and minorities, make her highly qualified to serve as Chair of the Nominating and Corporate Governance Committee, which also provides oversight of the Company’s sustainability activities, and a member of the Compensation Committee. The Company’s most recent annual Corporate Responsibility report is available on the Company’s website, www.piedmontreit.com. | | Stephen E. Lewis Director* Director Since 2025 Age: 59 | Former Chair and Chief Executive Officer of Troutman Pepper, a national law firm. During his 33-year career with Troutman Pepper, Mr. Lewis served in a myriad of leadership roles, including Managing Partner and Corporate Department Chair, ultimately culminating with his appointment as Chair and Chief Executive Officer in 2016. He served in that role through 2023 and retired from the firm at the end of 2024. During Mr. Lewis’ tenure at Troutman Pepper, he represented clients across a wide range of industries, helping them evaluate and execute strategic transactions and navigate day-to-day business issues, specifically including mergers and acquisitions, joint ventures, and general corporate matters. Mr. Lewis currently serves on the board of directors of both Marine Products Corporation (NYSE: MPX) and RPC, Inc. (NYSE: RES) as well as the board of directors of the CF Foundation and of the UNC School of Law Alumni Association. Mr. Lewis has experience representing clients in the real estate industry and brings over 30 years of corporate, mergers and acquisitions, and legal governance experience to the board, making him well qualified to serve as a director for Piedmont. |

  12. I N T R O D U C T I O N

    | | ANNUAL MEETING OF STOCKHOLDERS | 15 |

  13. I N T R O D U C T I O N

    | C. Brent Smith President, Chief Executive Officer, and Director Director Since 2019 Age: 50 | President and Chief Executive Officer since 2019. For four years prior to his promotion to Chief Executive Officer, Mr. Smith served as our Chief Investment Officer. In addition, until 2019, Mr. Smith served as EVP of Piedmont’s Northeast Region where he was responsible for all leasing, asset management, acquisition, disposition and development activity for the Company’s then over three million square foot Boston and New York/New Jersey portfolio. Prior to joining Piedmont in 2012, Mr. Smith served as an Executive Director with Morgan Stanley in the Real Estate Investment Banking division advising a wide range of public and private real estate clients. He brings approximately 25 years of entity and asset level real estate transaction experience across both North America and Asia. Mr. Smith currently serves on the board of directors of Our House in Atlanta, a not-for-profit focused on providing help to families experiencing homelessness. Mr. Smith brings this approximately 20 years of experience plus a detailed working knowledge of each of Piedmont’s operating markets, experience in handling some of Piedmont’s largest and most complex tenants and properties, as well as negotiating complex purchase and sale agreements and mergers and acquisitions transactions, in addition to working relationships with each of Piedmont’s equity analysts. Furthermore, his extensive network of private and public pension equity investors and top-tier investment bankers is invaluable to the Company. | | Dale H. Taysom Vice-Chair of the Board* Director Since 2015 Vice-Chair Since 2017 Age: 77 | Former Global Chief Operating Officer for Prudential Real Estate Investors (PREI). Prior to his retirement in 2013, during his 36-year career with PREI, Mr. Taysom held various positions including Head of United States Transactions and Global Head of Transactions, among others, prior to completing his tenure as Global Chief Operating Officer (“COO”). He was a member of PREI’s domestic and international investment committees and a member of the Global Management Committee and is a former member of ULI, the National Multi-Housing Council, and the National Association of Real Estate Investment Managers (NAREIM). Mr. Taysom brings many years of experience dealing with almost every facet of owning and operating commercial real estate. He is familiar with many of the markets in which our properties are located and has an extensive personal network of contacts throughout the real estate industry. In addition to his financial and budgetary responsibilities as COO of PREI, Mr. Taysom also participated with the management committee in formulating the strategic vision of the company including the review, approval, and responsibility for financial performance. This financial and operational experience makes him well suited to serve as a member of the Audit and Compensation Committees. |

  14. I N T R O D U C T I O N

    Ratify the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm For Fiscal 2026 Engagement of Deloitte & Touche LLP On February 17, 2026, the Audit Committee approved the engagement of Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2026. This proposal asks you to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Although we are not required to obtain such ratification from our stockholders, the board of directors believes it is good practice to do so. Notwithstanding the ratification, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that the change would be in the best interests of Piedmont and our stockholders. If the appointment of Deloitte & Touche LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm. Deloitte & Touche LLP has served as the Company’s independent registered public accounting firm since 2018. A representative of Deloitte & Touche LLP will be available at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions from stockholders. The board of directors unanimously recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2026. Pre-approval Policies The Audit Committee must pre-approve all auditing services performed for us by our independent registered public accounting firm, as well as all permitted non-audit services (including the fees and terms thereof), in order to ensure that the provision of such services does not impair the registered public accounting firm’s independence. Unless a type of service to be provided by our independent registered public accounting firm has received “general” pre-approval, it will require “specific” pre-approval by the Audit Committee. All requests or applications for services to be provided by our independent registered public accounting firm that do not require specific pre-approval by the Audit Committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by our independent registered public accounting firm. Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both our independent registered public accounting firm and our chief financial officer, treasurer, or chief accounting officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the rules of the Securities and Exchange Commission (the “SEC”) on registered public accounting firm independence. The Chair of the Audit Committee has been delegated the authority to specifically pre-approve all services not covered by the general pre-approval guidelines, up to an amount not to exceed $100,000 per occurrence. Amounts requiring pre-approval in excess of $100,000 per occurrence require specific pre-approval by our Audit Committee prior to engagement of Deloitte & Touche LLP, our current independent registered public accounting firm. All amounts specifically pre-approved by the Chair of the Audit Committee in accordance with this policy must be disclosed to the full Audit Committee at its next regularly scheduled meeting. For the year ended December 31, 2025, all services rendered by Deloitte & Touche LLP were pre-approved by the Audit Committee in accordance with the policies and procedures described above. Fees Paid to Independent Registered Public Accounting Firms The Audit Committee reviewed the audit and non-audit services performed by Deloitte & Touche LLP and Deloitte Tax LLP (collectively, “Deloitte”) for fiscal 2025 and 2024, as well as the fees charged for such services. In its review of any non-audit service fees, the Audit Committee considered whether the provision of such services was compatible with maintaining the independence of our independent registered public accounting firms. The following table sets forth the aggregate fees paid to Deloitte during the years ended December 31, 2025 and 2024:

  15. I N T R O D U C T I O N

    | | 2025 | 2024 | | Audit Fees | $1,310,000 | $1,315,000 | | Audit-Related Fees | -- | -- | | Tax Fees | $365,259 | $408,496 | | All Other Fees | -- | -- | | Total | $1,675,259 | $1,723,496 |

  16. I N T R O D U C T I O N

    For purposes of the preceding table, the professional fees are classified as follows: Audit Fees: These are fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements, and services that generally only the independent registered public accounting firm reasonably can provide, such as services associated with filing registration statements, periodic reports, and other filings with the SEC. Audit-Related Fees: These are fees for assurance and related services that traditionally are performed by independent registered public accounting firms, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews, non-recurring agreed-upon procedures and other professional fees associated with transactional activity. Tax Fees: These are fees for all professional services performed by professional staff in our independent registered public accounting firm’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance filings, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax notices, audits and appeals before the Internal Revenue Service and similar state and local agencies. All Other Fees: These are fees for other permissible work performed that do not meet the above-described categories, including assistance with internal audit plans and risk assessments.

  17. I N T R O D U C T I O N

    | | ANNUAL MEETING OF STOCKHOLDERS | 19 |

  18. I N T R O D U C T I O N

    Annual Advisory Vote to Approve Compensation of the Named Executive Officers Pay that reflects performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), stockholders have the opportunity to vote, on an advisory basis, on the compensation of our named executive officers. This is often referred to as a “say on pay” and provides you, as a stockholder, with the ability to cast a vote with respect to our 2025 executive compensation programs and policies and the compensation paid to the named executive officers as disclosed in this proxy statement through the following resolution: “RESOLVED, that the stockholders approve the compensation of the named executive officers, as described in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in this proxy statement.” As discussed in “Executive Compensation — Compensation Discussion and Analysis” below, the compensation paid to our named executive officers is designed to meet the following objectives:

  19. I N T R O D U C T I O N

    | • | attract and retain candidates capable of performing at the highest levels in our industry; |

  20. I N T R O D U C T I O N

    | • | create and maintain a performance-focused culture, by rewarding company and individual performance based upon objective pre-determined metrics; |

  21. I N T R O D U C T I O N

    | • | reflect the qualifications, skills, experience, and responsibilities of each named executive officer; |

  22. I N T R O D U C T I O N

    | • | link incentive compensation levels with the creation of stockholder value; |

  23. I N T R O D U C T I O N

    | • | align the interests of our executives and stockholders by creating opportunities and incentives for executives to increase their equity ownership in us; and |

  24. I N T R O D U C T I O N

    | • | motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives. |

  25. I N T R O D U C T I O N

    | • | Changing the name of the Omnibus Incentive Plan to “Third Amended and Restated Omnibus Incentive Plan”, and |

  26. I N T R O D U C T I O N

    | • | Updating the default treatment of performance awards in the event of a change in control to more closely align with the Executive Severance Plan, dated September 30, 2024. |

  27. I N T R O D U C T I O N

    As of February 27, 2026, the closing price of shares of our common stock, as reported on NYSE, was $7.58 per share. As of February 27, 2026, 1,589,649 shares of common stock underlying deferred stock awards and 3,101,438 shares of common stock underlying performance-based awards (assuming maximum performance) were granted and remain outstanding under the Omnibus Incentive Plan. If the Amended and Restated Incentive Plan is not approved by our stockholders, it could materially adversely affect us because we may be unable to retain the services of our senior management and may be unable to provide the incentives necessary to attract qualified replacements and other personnel. Summary of the Amended and Restated Incentive Plan A summary of the material terms of the Amended and Restated Incentive Plan is set forth below and the full text of the proposed Amended and Restated Incentive Plan is attached hereto as Appendix A. The below summary of the provisions of the Amended and Restated Incentive Plan is qualified in its entirety by reference to the full text of the Amended and Restated Incentive Plan. To the extent that there is a conflict between this summary and the Amended and Restated Incentive Plan, the Amended and Restated Incentive Plan will govern. Capitalized terms used but not defined herein will have the meanings ascribed to them in the Amended and Restated Incentive Plan. The adoption of the Amended and Restated Incentive Plan is subject to stockholder approval. Background and Purpose The Amended and Restated Incentive Plan amends and restates our existing Omnibus Incentive Plan, which was approved by our stockholders and became effective on March 18, 2021. On March 12, 2024 and April 9, 2024, respectively, the Omnibus Incentive Plan was amended to, among other things, increase the total number of shares of common stock available for issuance by 5,000,000 shares. Effective as of June 6, 2025, the Board amended the Omnibus Incentive Plan to replace all references to “Piedmont Office Realty Trust, Inc.” with “Piedmont Realty Trust, Inc.” The Amended and Restated Incentive Plan was approved by the Board, which consulted with its legal advisors and an employment compensation consultant to survey and study the market compensation ranges of our competitors. The purpose of the Amended and Restated Incentive Plan is to provide us with the flexibility to offer performance-based compensation, including stock-based and incentive cash awards as part of an overall compensation package to attract and retain qualified personnel. Certain officers, key employees, non-employee directors, or consultants of ours and our subsidiaries would be eligible to be granted cash awards, stock options, stock appreciation rights, restricted stock, deferred stock awards, other stock-based awards, dividend equivalent rights, and performance-based awards (collectively, “awards”) under the Amended and Restated Incentive Plan. We anticipate that providing such persons with interests and awards of this nature will result in a closer alignment of their interests with our interests and those of our stockholders, thereby incentivizing their efforts on our behalf and strengthening their desire to remain with us. In addition, we have certain employment agreements with our senior management which may provide, among other things, for incentive compensation awards and performance bonuses that will be paid pursuant to the Amended and Restated Incentive Plan. Administration The Amended and Restated Incentive Plan is administered by a compensation or other committee consisting of at least two individuals, each of whom shall be a “non-employee director” as defined under Rule 16b-3 under the Exchange Act, or, if no committee is designated by our Board to act for these purposes, our Board. The Amended and Restated Incentive Plan is administered by the Compensation Committee of our Board. References below to our Compensation Committee include a reference to our Board for those periods in which our Board is administering the Amended and Restated Incentive Plan. The Compensation Committee will have the power and authority to administer and interpret the Amended and Restated Incentive Plan, including the power and authority: (1) to authorize the granting of awards, (2) to determine the eligibility of officers, key employees, directors, or consultants of ours to receive an award, (3) to determine the number of shares of common stock to be covered by each stock-based award (subject to the individual participant limitations provided in the Amended and Restated Incentive Plan), (4) to determine the terms, conditions and restrictions of each award, including setting applicable performance criteria (which may not be inconsistent with the terms of the Amended and Restated Incentive Plan), (5) to accelerate the exercisability or vesting of the awards, (6) to extend the time period for exercising stock options, (7) to correct any defect, omission or inconsistency in the Amended and Restated Incentive Plan or in any award agreement, in a manner and to the extent it shall deem necessary or expedient to make the Amended and Restated Incentive Plan fully effective, (8) to waive any restrictions, conditions or limitations imposed on an Award at the time the Award is granted or at any time thereafter, including but not limited to forfeiture, vesting and treatment of Awards upon a Termination of Service, and (9) to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Amended and Restated Incentive Plan or the administration or interpretation thereof. In connection with this authority, the Compensation Committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. In addition, the Compensation Committee may, in its discretion, delegate to our Chief Executive Officer, or his or her delegate, all or part of the Committee’s authority and duties with respect to awards. The Amended and Restated Incentive Plan also has certain limitations of liability for Compensation Committee and Board members as long as such members are not acting in bad faith or committing fraud. Eligibility and Types of Awards Certain of our officers, employees, non-employee directors and consultants are eligible to be granted awards under the Amended and Restated Incentive Plan. Eligibility for awards under the Amended and Restated Incentive Plan will be determined by the Compensation Committee. No new award may be granted under the Amended and Restated Incentive Plan after March 17, 2031. There are approximately six officers, 29 employees, eight non-employee directors and no consultants eligible to be granted Awards under the Amended and Restated Incentive Plan.. Available Shares

  28. I N T R O D U C T I O N

    a stock option shall not become available again for grant under the Amended and Restated Incentive Plan; and (6) any shares of stock subject to “substitute awards” pursuant to Section 3(e) of the Amended and Restated Incentive Plan shall not be counted against the number of shares of common stock available for grant under the Amended and Restated Incentive Plan, nor shall they reduce the shares of common stock authorized for grant to any person in any calendar year. Subject to potential adjustments upon the occurrence of certain corporate transactions or events, award grants will be subject to the following limitations: (1) the maximum number of shares of common stock subject to stock options or stock appreciation rights that can be awarded under the Amended Incentive Plan to any person eligible for an award is 3,500,000 per calendar year; (2) the maximum number of shares of common stock that can be awarded in an award under the Amended Incentive Plan, other than pursuant to stock options or stock appreciation rights, to any person eligible for an award is 1,000,000 per calendar year; and (3) the maximum value that any grantee may receive with respect to any fiscal year included in the applicable performance period is $10 million. To conform to industry best practices, the Board has established compensation caps so that the maximum aggregate fair value of awards granted to any non-employee director during any calendar year shall not exceed $250,000 provided that this annual award limit shall not apply to awards granted in lieu of all or any portion of such non-employee director’s cash-based director fees. Awards Under the Amended and Restated Incentive Plan Stock Options. The terms of stock options, including whether options will constitute “incentive stock options” for purposes of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), will be determined by the Compensation Committee. The exercise price of an option will be determined by the Compensation Committee and reflected in the applicable award agreement. Incentive stock options will only be granted to our key employees or a “subsidiary corporation” within the meaning of Section 424(f) of the Code. The exercise price with respect to incentive stock options may not be less than 100% (or 110% in the case of an incentive stock option granted to a 10% stockholder) of the fair market value of our shares of common stock on the date of grant. Each stock option will be exercisable after the period or periods specified in the award agreement, which will not exceed 10 years from the date of grant (or five years from the date of grant in the case of an incentive stock option granted to a 10% stockholder). Options will be exercisable at such times and subject to such terms as determined by the Compensation Committee. If the aggregate fair market value of all shares of common stock subject to a grantee’s “incentive stock option” which are exercisable for the first time during any calendar year exceeds $100,000, the excess options shall be treated as non-qualified options. The Company has not awarded stock options since the inception of the 2007 Omnibus Incentive Plan. Stock Appreciation Rights. Subject to the requirements of the Amended and Restated Incentive Plan, the Compensation Committee may grant stock appreciation rights in tandem with a stock option or alone and unrelated to a stock option. Stock appreciation rights may be exercised by the delivery to us of a written notice of exercise. The exercise of a stock appreciation right will entitle the grantee to receive shares of common stock having a value equal to the fair market value of a share of common stock on the date of exercise over the exercise price of the stock appreciation right. The exercise price of a stock appreciation right will be no less than the fair market value of the common stock on the date of grant. In its sole discretion, the Compensation Committee may settle the stock appreciation rights in a combination of shares of common stock and cash, or exclusively with cash. The Company has not awarded stock appreciation rights since the inception of the Omnibus Incentive Plan. Restricted Stock. A restricted stock award is an award of shares of common stock that is subject to restrictions on transferability and such other restrictions, if any, as the Compensation Committee may impose at the date of grant. Grants of restricted stock will be subject to vesting schedules as determined by the Compensation Committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine. Except to the extent restricted under the award agreement relating to the restricted stock, a participant granted restricted stock has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive cash dividends on the restricted stock. Although dividends are paid on all restricted stock, whether or not vested, at the same rate and on the same date as our shares of common stock, such dividends will be held by us and not distributed to participants until the applicable restrictions lapse. Holders of restricted stock are prohibited from selling such shares with certain limited exceptions as provided under the Amended and Restated Incentive Plan. Deferred Stock Awards. A deferred stock award is an award of phantom stock units subject to restrictions and conditions as the Compensation Committee may determine at the time of the grant. The granting of deferred stock will be contingent on the execution of a deferred stock agreement by the grantee. The terms of such agreements will be determined by the Compensation Committee and may differ among awards and grantees. A phantom stock unit represents a right to receive the fair market value of a share of our common stock or, if provided by the Compensation Committee, the right to receive a share of our common stock. Phantom stock units will be settled with a single-sum distribution however, the Compensation Committee may, in its discretion and under certain circumstances, permit a participant to receive as settlement of the phantom stock units, installments over a period not to exceed ten years. Unless otherwise provided in the applicable award agreement, or pursuant to a permissible election, the settlement date with respect to a phantom stock unit generally is the first day of the month to follow the date on which the phantom stock unit vests. During the deferral period, a grantee shall have no rights as a stockholder however, the grantee may be granted dividend equivalent rights (as described below).

  29. I N T R O D U C T I O N

    Other Stock-Based Awards. The Amended and Restated Incentive Plan authorizes the granting of other awards based upon (1) the shares of common stock (including the grant of securities convertible into shares of common stock and stock appreciation rights), and subject to terms and conditions established at the time of grant, (2) equity interests in one of our subsidiaries, (3) awards valued by reference to book value, fair value or performance parameters relative to us or any subsidiary or group of subsidiaries, and (4) any class of profits interest or limited liability company interest created or issued that qualifies as a “profits interest” within the meaning of IRS Revenue Procedures 93-27 and 2001-43. Our Compensation Committee will determine the specific terms of such awards and the conditions, if any, which will need to be satisfied before the grant will be effective and the conditions, if any, under which the grantee’s interest in the other awards will be forfeited. Dividends may be payable with respect to such other stock-based awards and will be subject to the same vesting conditions as the award with respect to which such dividends were paid (and forfeited if the award is forfeited. The Compensation Committee may also award dividend equivalent rights under these awards as described below. Dividend Equivalent Rights. A dividend equivalent right is an award entitling the grantee credits based on the amount of cash dividends declared on shares of common stock specified in the dividend equivalent right (or other award to which it relates) in the same manner as if such shares had been issued to and held by the grantee. The Compensation Committee may provide that amounts payable with respect to dividend equivalents will be converted into cash or additional shares of common stock. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate. Dividend Equivalent Rights. A dividend equivalent right is an award entitling the grantee credits based on the amount of cash dividends declared on shares of common stock specified in the dividend equivalent right (or other award to which it relates) in the same manner as if such shares had been issued to and held by the grantee. The Compensation Committee may provide that amounts payable with respect to dividend equivalents will be converted into cash or additional shares of common stock. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate. Performance Awards. An award may be granted as a performance award that vests, becomes exercisable, is settled or payable or is granted contingent upon the attainment during one or more performance cycles of one or more performance goals, each as specified by the Compensation Committee. A performance award may, but need not, also require the completion of a specified period of employment or other service with the Company or our subsidiaries. The performance goals may be based on the performance criteria selected by the Compensation Committee for purposes of establishing the performance goals for a performance award, which include, but are not limited to the following criteria, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group and any of which may be measured on an aggregate or per share basis: earnings before any one or more of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in our financial reports for the applicable period; net income either before or after interest, taxes, depreciation and/or amortization; changes (or the absence of changes) in the per share or aggregate market price of our common stock; economic value-added; Funds from operations (FFO) or similar measure; sales or revenues; acquisitions or strategic transactions; operating income; cash flow; return on capital, assets, equity or investment; total return to stockholders; various “non-GAAP” financial measures customarily used in evaluating the performance of REITs; return on sales; gross or net profit levels; productivity; expense levels or margins; operating efficiency; customer tenant satisfaction; working capital; earnings per share of stock; revenue or earnings growth; number of securities sold; our ranking against selected peer groups; same store performance from period to period; leasing or occupancy rates; objectively determinable capital deployment; objectively determinable expense management; sales or market shares; number of customers; and establishment of a trading market for our stock. Performance goals are to be established at the beginning of any applicable performance cycle or at such other date as determined by the Compensation Committee. In the discretion of the Compensation Committee, settlement of performance awards shall be in cash, common stock, other awards, or property. Subject to potential adjustments upon the occurrence of certain corporate transactions or events, the maximum value that any grantee may receive with respect to any fiscal year included in the applicable performance period shall be $10 million.

  30. I N T R O D U C T I O N

    Awards granted under the Amended and Restated Incentive Plan may not vest or be settled, or become exercisable, prior to the one year anniversary of the date of grant except that the Compensation Committee may provide for earlier vesting (or exercisability) in the event of a participant’s death or disability or as otherwise provided in connection with certain corporate transactions or change in control events under the Amended and Restated Incentive Plan. Notwithstanding the foregoing, the Amended and Restated Incentive Plan permits up to 5% of the shares reserved and available for issuance to be granted pursuant to awards that are not subject to this one-year minimum vesting (or exercisability) condition. The Amended and Restated Incentive Plan imposes a 12-month post-issuance holding period on shares issued to grantees who, on the date shares are issued upon or following the exercise, vesting, or settlement of an award, hold the title of Senior Vice President or higher. During this period, such grantees may not sell, transfer, or otherwise dispose of those shares, other than shares sold or withheld to cover the exercise price and/or applicable tax withholding. The holding period ends on the earlier of the first anniversary of the issuance date or the grantee’s termination of service. Amendment and Termination Our Board may at any time amend or terminate the Amended and Restated Incentive Plan; however, we must obtain stockholder approval of any amendment to the Amended and Restated Incentive Plan (other than amendments that curtail the scope of the plan) that would materially amend the Amended and Restated Incentive Plan, including any amendment that would:

  31. I N T R O D U C T I O N

    | • | Increase the maximum number of shares of common stock that may be issued under the Amended and Restated Incentive Plan; |

  32. I N T R O D U C T I O N

    The Compensation Committee may at any time amend or cancel any previously granted award under the Amended and Restated Incentive Plan for the purpose of satisfying changes in law or for any other lawful purpose, but no such action may adversely affect in any material way the rights under a previously granted award without the consent of the grantee. Notwithstanding the above, any amendment to an award or other action by the Compensation Committee that (i) decreases the exercise price or other similar price applicable thereto, (ii) cancels an award at a time when its exercise price or other similar price exceeds the fair market value of the underlying stock in exchange for another award or any cash payment or (iii) constitutes the repricing of the exercise price or base value of an option, stock appreciation right, or any other award granted under the Amended and Restated Incentive Plan, will be subject to the approval of our stockholders unless undertaken in connection with a merger or other transaction as set forth in Section 3(c) or Section 3(d) of the Amended and Restated Incentive Plan. The Amended and Restated Incentive Plan shall terminate on March 17, 2031. Any awards outstanding under the Amended and Restated Incentive Plan at the time of its termination shall remain outstanding until they expire by their terms. Certain U.S. Federal Income Tax Consequences The following discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. federal income tax penalties, and was written to support the “promotion or marketing” (within the meaning of Internal Revenue Service Circular 230) of the Amended and Restated Incentive Plan. Non-Qualified Stock Options No income will be recognized by an option holder at the time a non-qualified stock option is granted. At the time a non-qualified stock option is exercised, however, ordinary income will generally be recognized by an option holder in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price of the option. We will generally be entitled to a deduction for U.S. federal income tax purposes in the same amount as the amount included in ordinary income by the option holder with respect to his or her non-qualified stock option. Gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a non-qualified stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and will generally be long-term or short-term capital gain depending on the holding period involved. The tax basis of the shares acquired upon the exercise of any non-qualified stock option will be equal to the sum of the exercise price of the non-qualified stock option and the amount included in income with respect to the option. Notwithstanding the foregoing, in the event that exercise of the option is permitted other than pursuant to a cash payment of the exercise price, various special tax rules may apply. Incentive Stock Option In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an option holder or a deduction for us. To receive this tax treatment, however, shares acquired upon the exercise of an incentive stock option, must not be disposed of within two years after the incentive stock option is granted nor within one year after the transfer of the shares to the option holder pursuant to his or her exercise of the option. In addition, the option holder must be an employee of us or a qualified subsidiary at all times between the date of grant and the date which is three months (one year in the case of disability) before exercise of the option. (Special rules apply in the case of the death of the option holder.) Incentive stock option treatment under the Code generally allows the sale of our shares of common stock received upon the exercise of an incentive stock option to result in any gain being treated as a capital gain to the option holder, and we will not be entitled to a tax deduction. The exercise of an incentive stock option (if the holding period rules described in this paragraph are satisfied), however, will give rise to income includable by the option holder in his or her alternative minimum taxable income for purposes of the alternative minimum tax in an amount equal to the excess of the fair market value of the stock acquired on the date of the exercise of the option over the exercise price. If the holding period rules noted above are not satisfied, gain recognized on the disposition of the shares acquired upon the exercise of an incentive stock option will be characterized as ordinary income. This gain will be equal to the difference between the exercise price and the fair market value of the shares at the time of exercise. (Special rules may apply to disqualifying dispositions where the amount realized is less than the value at exercise.) We would generally then be entitled to a deduction equal to the amount of such gain included by an option holder as ordinary income. Any excess realized upon such a disposition over the fair market value at the date of exercise will generally be long-term or short-term capital gain depending on the holding period involved. Notwithstanding the foregoing, in the event that exercise of the option is permitted other than pursuant to a cash payment of the exercise price, various special tax rules may apply. Reinstated Stock Unless a holder of restricted stock makes an “83(b) election” (as discussed below), there generally will be no tax consequences as a result of a grant of restricted stock until the restricted stock is either no longer subject to a substantial risk of forfeiture or is transferable (free of the risk). Generally, when the restrictions are lifted, the holder will recognize ordinary income, and we will be entitled to a deduction, equal to the difference between the fair market value of the stock at that time and the amount, if any, paid by the holder for the restricted stock. Subsequently realized changes in the value of the stock generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the shares are held prior to disposition of the shares. In general terms, if a holder makes an 83(b) election (under Section 83(b) of the Code) upon the award of restricted stock, the holder will recognize ordinary income on the date of the award of restricted stock, and we will be entitled to a deduction, equal to (1) the fair market value of the restricted stock as though the stock were (A) not subject to a substantial risk of forfeiture or (B) not transferable, minus (2) the amount, if any, paid for the restricted stock. If an 83(b) election is made, there will generally be no tax consequences to the holder upon the lifting of restrictions, and all subsequent appreciation in the restricted stock generally would be eligible for capital gains treatment. In the event of a forfeiture after an 83(b) election is made, no deduction or loss will be available, other than with respect to amounts actually paid for the stock. Dividend Equivalents There generally will be no tax consequences as a result of the award of a dividend equivalent. When payment of the dividend equivalent is made, the holder of the dividend equivalent generally will recognize ordinary income, and we will be entitled to a deduction, equal to the amount received in respect of the dividend equivalent. Stock Appreciation Rights

  33. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T Executive Officers The following individuals served as executive officers as of March 4, 2026:

  34. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    | | Age | Role | | C. Brent Smith | 50 | President, Chief Executive Officer and Director | | Sherry L. Rexroad | 60 | Executive Vice President, Chief Financial Officer and Corporate Secretary | | Christopher A. Kollme | 55 | Executive Vice President, Investments | | Laura P. Moon | 55 | Executive Vice President, Chief Accounting Officer and Treasurer | | Alex Valente | 40 | Executive Vice President, Co-Chief Operating Officer | | George M. Wells | 63 | Executive Vice President, Co-Chief Operating Officer |

  35. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    The following is detailed information about each of our executive officers other than Mr. Smith, whose biographical information in included under “Proposal 1: Election of Directors.”

  36. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    | Sherry L. Rexroad | Sherry L. Rexroad has served as Chief Financial Officer since November 2024. She has over 30 years of experience in REITs and real estate, finance, and capital markets and most recently served as CFO of STORE Capital, a publicly traded net-lease REIT from October of 2021 to February 2023. Prior to her tenure at STORE, she spent a decade at BlackRock Global Real Asset Securities (“Blackrock”) as Global Head of Business Development as well as Co-Global Chief Investment Officer and Chair of the Investment Committee, where she led fundraising efforts, was instrumental in building and leading the global real asset securities team and leading the development of an ESG scoring system that was ultimately incorporated into Blackrock’s investment strategy. Ms. Rexroad also served as a member of BlackRock’s Investment Stewardship Advisory Committee and was the first investor to be elected to Nareit’s Advisory Board of Governors. Earlier in her career, Ms. Rexroad worked in various capacities for Aviva Investors, ING Clarion Real Estate Securities, AEW Capital Management, the U.S. Environmental Protection Agency, and the U.S. General Services Administration. She is currently a member of the board of directors of Apartment Investment Management Company (“AIMCO”) (NYSE: AIV) where she serves on the Audit Committee and is Chair of the Compensation and Human Resources Committee. | | Christopher A. Kollme | Christopher A. Kollme has served as Executive Vice President — Investments since October 2021. In this role, he is responsible for acquisitions and dispositions. Prior to his transition to his current role, Mr. Kollme served as Executive Vice President — Capital and Strategy since joining the Company in 2017. In that role, he worked with the Piedmont senior management team to further establish and advance the strategic initiatives of the company and provided counsel on capital raising activities and banking relationships. Prior to joining Piedmont, Mr. Kollme served as Managing Director & Head of Real Estate Investment Banking for SunTrust Robinson Humphrey where he managed the origination of advisory and capital raising transactions on behalf of the bank’s public and private real estate clients. Mr. Kollme’s approximately 20-year career has also included tenures with Morgan Keegan & Company, Inc.’s Real Estate Investment Banking group as Managing Director & Group Head and Duke Realty as Vice President of Acquisitions. |

  37. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    | Laura P. Moon | Laura P. Moon has served as Chief Accounting Officer since 2007 and Treasurer since 2023. She has almost 35 years of experience with accounting and reporting for public companies and at Piedmont she is responsible for all treasury, general ledger accounting, SEC and tax reporting functions. Prior to joining us, Ms. Moon served as Vice President and Chief Accounting Officer at our former advisor where she had responsibility for all general ledger accounting, financial and tax reporting, and internal audit supervision for 19 public registrants as well as several private real estate partnerships. Ms. Moon is a CPA and began her career in 1991 with Deloitte & Touche LLP. | | Alex Valente | Alex Valente has served as Executive Vice President and Co-Chief Operating Officer since February 2026. Prior to his promotion to Co-Chief Operating Officer, Mr. Valente served as Executive Vice President of Piedmont’s Southeast Region since 2019. Mr. Valente has been with the Company for almost 20 years and has been responsible for leasing, asset management, construction, and redevelopment activities for numerous assets throughout the Company’s portfolio during his tenure, including negotiating leases with some of the Company’s largest tenants. Mr. Valente leads new operational initiatives across the Company and oversees substantially all of the Company’s Eastern portfolio comprised of approximately nine million square feet located in Atlanta, Orlando, Northern Virginia/D.C., and Boston. Mr. Valente is a member of NAIOP and a member of the board for the Cobb County Chamber, Select Cobb, and the Cumberland Community Improvement District. | | George M. Wells | George M. Wells has served as Executive Vice President and Co-Chief Operating Officer since 2021. His responsibilities include leading our company’s asset and property management divisions and providing oversight to our construction management team with regard to developments, re-developments and tenant build outs. Prior to assuming this role, Mr. Wells served as Executive Vice-President — Real Estate Operations for two years and Executive Vice-President of our Southeast Region for approximately four years. Mr. Wells has over 30 years of commercial real estate experience including almost twenty years of service with Piedmont and its former advisor, and previous tenures with Lend Lease Real Estate Investments and Equitable Real Estate. Mr. Wells is a member of NAIOP. Since 2024, he has been a board member for the Office Technology and Operations Consortium. |

  38. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    There are no family relationships among our directors or executive officers. Officers are elected annually by our board of directors, and each officer serves until his or her successor is duly elected and qualified, or until his or her death, resignation, or removal from office. The board of directors retains the power to remove any officer at any time.

  39. C E R T A I N I N F O R M A T I O N A B O U T M A N A G E M E N T

    | | ANNUAL MEETING OF STOCKHOLDERS | 33 |

  40. C O R P O R A T E E N V I R O N M E N T A L R E S P O N S I B I L I T Y

    | • | Information learned through industry groups and peers, as well as short-term impacts we are already experiencing such as increasing utility and insurance rates. |

  41. C O R P O R A T E E N V I R O N M E N T A L R E S P O N S I B I L I T Y

    | • | The GRESB Real Estate Assessment underpins the investor-driven global ESG benchmark and reporting framework for listed property companies, private property funds, developers, and investors that invest directly in real estate. |

  42. 2 0 2 5 P E R F O R M A N C E H I G H L I G H T S

    | • | We performed in the top quartile of our peer group in terms of total shareholder return (“TSR”), with TSR for the year reflecting an approximately 3% loss. |

  43. 2 0 2 5 C O M P E N S A T I O N H I G H L I G H T S

    | • | 2025 STIC - Payouts under the STIC were calculated in accordance with the formula and performance goals established by the board and based on this formula, we achieved approximately 113% of our STIC target, with our CEO’s individual STIC award representing 117% of his established target. |

  44. 2 0 2 5 C O M P E N S A T I O N H I G H L I G H T S

    | • | 2023 - 2025 Performance Shares - Our TSR for the three-year performance period ended December 31, 2025 was approximately 8% and ranked at the 62nd percentile compared to our peers, resulting in a payout of 146% of Target. |

  45. H I G H L I G H T S

    | • | 65% of our Chief Executive Officer’s 2025 pay opportunity was in the form of long-term equity based compensation; |

  46. H I G H L I G H T S

    | • | 60% of our NEO’s target from our LTIC Plan is delivered in the form of performance shares, which are earned based on our multi-year TSR relative to our peers; |

  47. H I G H L I G H T S

    | • | Our short-term and long-term incentive programs contain caps on payouts; |

  48. H I G H L I G H T S

    | • | Our Performance Share Program includes an absolute TSR modifier which reduces above target payouts in the event of negative absolute TSR; |

  49. H I G H L I G H T S

    | • | The quantitative metrics of our STIC Plan are tied to operational, financial, or market performance measures derived from our annual business plan, and our Compensation Committee reserves the right to decrease payouts in their discretion; |

  50. H I G H L I G H T S

    | • | Our executive officers are required to hold any shares received pursuant to our Omnibus Incentive Plan for a minimum of one year after vesting; |

  51. C O M P E N S A T I O N P H I L O S O P H Y A N D O B J E C T I V E S

    | • | to motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives. |

  52. C O M P E N S A T I O N C O M M I T T E E R E S P O N S I B I L I T I E S

    | • | analyzing peer company compensation awards; |

  53. C O M P E N S A T I O N C O M M I T T E E R E S P O N S I B I L I T I E S

    | • | evaluating the CEO’s compensation (including annual base salary level, annual cash bonus, long-term incentive compensation awards, perquisites and any special or supplemental benefits), based on such evaluations. |

  54. C O M P E N S A T I O N C O M M I T T E E R E S P O N S I B I L I T I E S

    | • | analyzing peer company compensation awards; |

  55. M A R K E T R E F E R E N C E A N D B E N C H M A R K C O M P E N S A T I O N D A T A

    M A R K E T R E F E R E N C E A N D B E N C H M A R K C O M P E N S A T I O N D A T A In October 2025, FPC provided our Compensation Committee with a competitive market analysis of our NEOs’ pay levels relative to the practices of a peer group of 13 public REITs. The peer group utilized for 2025 was modified from the peer group utilized for 2024 as follows: Retail Opportunity Investment Corp., Elme Communities, and Paramount Group were all removed from the peer group because each was privatized; Tanger, Inc. was removed because of its disproportional size compared to the Company; and AH Realty Trust and Urban Edge Properties were added to the peer group. The peer group includes companies that either primarily invest in office properties or select other companies similar in terms of size.

  56. M A R K E T R E F E R E N C E A N D B E N C H M A R K C O M P E N S A T I O N D A T A

    We apply our compensation policies to all of our NEOs on the same basis, with differences in compensation opportunities between each of our executive officers reflecting each of the officers’ roles, responsibilities and personal performance within our Company, as well as market pay practices. In October 2025, FPC provided our Compensation Committee with an analysis of our NEO’s 2025 target pay opportunity relative to the compensation paid to executives employed by the peer group above in comparable positions. The analysis utilized the most recently filed proxy for each company in the peer group and FPC’s proprietary compensation database. The pay opportunities for each NEO were benchmarked to the peer group based on positional match as disclosed in 2025 proxy statements with supplemental peer group data for applicable benchmark peers based on FPC’s proprietary compensation database utilized as appropriate. Benchmark results were generally as follows:

  57. T O T A L 2 0 2 5 B E N C H M A R K C O M P E N S A T I O N (1)

    (1)Total 2025 Benchmark Compensation includes most recently reported base salary, target annual cash incentive, target long-term equity incentives (if target is not reported, market or notional value of equity award on grant date) for peer companies. Additional results of the benchmark peer data included the following key findings:

  58. T O T A L 2 0 2 5 B E N C H M A R K C O M P E N S A T I O N (1)

    | • | On an absolute dollar basis, Piedmont is slightly below the 25th percentile of the Peer Group. |

  59. T O T A L 2 0 2 5 B E N C H M A R K C O M P E N S A T I O N (1)

    | • | Our CEO’s target pay opportunity is slightly above the 25th percentile and is approximately .86x the median of the peer group. |

  60. B A S E S A L A R Y

    | • | market data provided by the compensation consultant; |

  61. S H O R T - T E R M I N C E N T I V E C O M P E N S A T I O N P L A N

    | | Annual Short-Term Cash Incentive Compensation as a % of Base Salary | | | | Name and Position | Threshold | Target | Maximum | | C. Brent Smith President & Chief Executive Officer | 75% | 150% | 225% | | Sherry L. Rexroad EVP & Chief Financial Officer | 50% | 100% | 150% | | Christopher A. Kollme EVP, Investments | 50% | 100% | 150% | | Laura P. Moon EVP & Chief Accounting Officer | 32.5% | 65% | 97.5% | | George M. Wells EVP & Chief Operating Officer | 50% | 100% | 150% |

  62. E L E M E N T S O F 2 0 2 5 E X E C U T I V E C O M P E N S A T I O N

    | • | continuing to maintain above average ISS ESG scores relative to its peer group; |

  63. E L E M E N T S O F 2 0 2 5 E X E C U T I V E C O M P E N S A T I O N

    As a result of these considerations, as well as consideration of each NEO’s individual accomplishments and contributions achieved, our Compensation Committee and the board of directors determined to assess the achievement of the strategic priorities component within our NEO’s STIC Plan at target level. Based on the above performance metrics in the aggregate, the STIC payout pool was approximately 113% of target for the year, with individual awards subject to further adjustment based on individual performance and other considerations as described below. Actual awards are calculated based on performance against the above metrics with performance below threshold for an individual component resulting in no payout for that particular component, performance at threshold resulting in a payout of 50% of target, and out performance for each component being capped at 150%. If performance is between the threshold and target performance levels or between the target and maximum performance levels, the percentage of target amount earned is determined by linear interpolation. In February 2026, after (i) reviewing the results of the quantitative performance measures as set forth in the table above; (ii) considering the CEO’s assessment of each of the other NEO’s performance; and (iii) assessing the CEO’s performance, the Compensation Committee determined actual awards for the 2025 performance period for each individual NEO as follows:

  64. E L E M E N T S O F 2 0 2 5 E X E C U T I V E C O M P E N S A T I O N

    | Name | 2025 Target Annual Incentive ($) | 2025 Actual Annual Incentive ($) | 2025 Actual Annual Incentive as a % of Target | | C. Brent Smith | 1,065,000 | 1,250,000 | 117% | | Sherry L. Rexroad | 500,000 | 600,000 | 120% | | Christopher A. Kollme | 383,750 | 432,500 | 113% | | Laura P. Moon | 195,325 | 245,000 | 125% | | George M. Wells | 440,000 | 515,000 | 117% |

  65. E L E M E N T S O F 2 0 2 5 E X E C U T I V E C O M P E N S A T I O N

    | Name | 2025 Target Performance Share Program(1) ($) | 2025 Deferred Stock Unit Award(2) ($) | Total 2025 LTIC Opportunity ($) | | C. Brent Smith | 2,040,000 | 1,360,000 | 3,400,000 | | Sherry L. Rexroad | 570,000 | 380,000 | 950,000 | | Christopher A. Kollme | 240,000 | 160,000 | 400,000 | | Laura P. Moon | 180,000 | 120,000 | 300,000 | | George M. Wells | 450,000 | 300,000 | 750,000 |

  66. E L E M E N T S O F 2 0 2 5 E X E C U T I V E C O M P E N S A T I O N

    (1)As further described below, actual Performance Share Program awards may range from 0% - 200% of target based on Piedmont’s relative TSR performance for the three-year performance period ended December 31, 2027. (2)Shares granted vest over four years beginning on the anniversary of the grant date. To date, LTIC awards have only been granted in the form of performance shares or deferred stock units pursuant to the A&R Incentive Plan approved by our stockholders. The Compensation Committee has determined that, as a REIT, the grant of such awards is appropriate because our high dividend distribution requirements lead to a significant portion of our total stockholder return being delivered through our dividends. Although our Omnibus Incentive Plan permits the issuance of other types of equity awards, including stock options, we have never issued stock options to any of our employees, including our NEOs, and anticipate that any future equity awards granted will continue to be similar in form to our previous awards. Further, our Compensation Committee has prohibited the cash buyout of underwater options, should any options ever be issued. Finally, we have: applied a minimum one-year holding period after vesting for our equity-based awards; instituted a minimum one-year vesting requirement for equity awards; and required each of our executive officers, including our NEOs, to maintain a minimum level of stock ownership (see Stock Ownership Guidelines below). We feel that appropriately designed equity-based awards, particularly those with future vesting provisions, promote a performance-focused culture and align our employees’ interests with those of our stockholders, thereby motivating their efforts on our behalf and strengthening their desire to remain with us for an extended period of time.

  67. P E R F O R M A N C E S H A R E P R O G R A M

    P E R F O R M A N C E S H A R E P R O G R A M The purpose of the Performance Share Program is to motivate and reward long term performance. Participants are provided with the opportunity to earn shares of Piedmont stock based on our TSR performance relative to a broad, pre-determined peer group over a three-year performance period. Performance cycles overlap, with a new three-year performance cycle beginning each year. The TSR Percentile Rank for each active plan will continue to change throughout the respective performance period. After the end of each three-year performance period, any earned awards will be paid by the Company based upon actual relative performance against the board- determined peer group. The peer group used for the Performance Share Program includes many of the same companies that our compensation consultant uses for market reference and benchmarking purposes (See “Market Reference and Benchmark Compensation Data” above); however, peers chosen for the Performance Share Program are typically chosen based on the asset class, geography, and size of their portfolio, whereas peers chosen by our compensation consultant for market reference and benchmarking purposes are typically chosen because they fit a desired size or cost of living profile so as not to unfairly skew the market compensation data used for comparison purposes. Participants in the Performance Share Program have a defined target award expressed as a number of shares which is calculated at the beginning of each performance period by dividing each participant’s targeted value (see table above) by the closing price of Piedmont’s stock on the grant date. The target number of shares established for each participant may be earned if Piedmont’s TSR is at the median of the peer group, up to 200% of target may be earned if Piedmont’s TSR is at or above the 75th percentile of the peer group, and 50% of target may be earned if Piedmont’s TSR is at the 25th percentile of the peer group. No shares are earned if Piedmont’s TSR is below the 25th percentile. If our return is between the 25th and 75th percentile, the payout will generally be determined by linear interpolation; however, any shares that would have been earned above target levels are subject to a reduction of up to 30% in the event of negative absolute TSR performance.

  68. P E R F O R M A N C E S H A R E P R O G R A M

    | The peer group for each of our active Performance Share Programs was established at the beginning of each respective Performance Period(1) and includes the following companies: | | Brandywine Realty Trust | | COPT Defense Properties, Inc. | | (fka Corporate Office Properties Trust) | | Cousins Properties Inc. | | Douglas Emmett, Inc. | | Empire State Realty Trust, Inc. | | Franklin Street Properties Corp. | | Highwoods Properties, Inc. | | Hudson Pacific Properties, Inc. | | JBG Smith Properties | | Kilroy Realty Corporation | | Orion Properties, Inc. | | Vornado Realty Trust | | (1) City Office REIT, Inc. and Paramount Group, Inc. were removed from the peer group for each active Performance Share Program during 2025 as both of these companies were acquired during 2025. |

  69. P E R F O R M A N C E S H A R E P R O G R A M

    | | TSR Percentile Rank as of December 31, 2025 | Actual or Estimated Payout Percentage of Target Based on Percentile Rank as of December 31, 2025 | | 2023-25 Performance Share Program | 62nd | 146% (Actual) | | 2024-26 Performance Share Program | 92nd | 200% (Estimated) | | 2025-27 Performance Share Program | 77th | 186% (Estimated) |

  70. E X E C U T I V E S E V E R A N C E P L A N

    E X E C U T I V E S E V E R A N C E P L A N Our Executive Severance Plan covers our executive NEOs and other executives with the title of executive vice president designated by the Compensation Committee who receive and execute a participation agreement under the Executive Severance Plan. Under the Executive Severance Plan, in the event that a NEO participant is terminated by the Company other than for Cause or any such participant resigns for Good Reason (in each case, not in connection with a Change in Control) (as such capitalized terms are defined in the Executive Severance Plan), such participant shall receive:

  71. E X E C U T I V E S E V E R A N C E P L A N

    | • | a cash amount equal the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target annual bonus, |

  72. E X E C U T I V E S E V E R A N C E P L A N

    | • | a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs, |

  73. E X E C U T I V E S E V E R A N C E P L A N

    | • | a lump sum payment of the participant’s Accrued Compensation (as defined in the Executive Severance Plan). |

  74. E X E C U T I V E S E V E R A N C E P L A N

    The severance multiplier applicable to a termination not for Cause or a resignation for Good Reason (in each case, not in connection with a Change in Control) shall be:

  75. E X E C U T I V E S E V E R A N C E P L A N

    | • | a cash amount equal the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target annual bonus, |

  76. E X E C U T I V E S E V E R A N C E P L A N

    | • | a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs, |

  77. B E N E F I T S

    B E N E F I T S The severance multiplier applicable to a termination not for Cause in connection with a Change in Control or a resignation for Good Reason in connection with a Change in Control shall be:

  78. P R O H I B I T I O N O N H E D G I N G A N D P L E D G I N G

    P R O H I B I T I O N O N H E D G I N G A N D P L E D G I N G Our insider trading policy prohibits our employees, officers, and directors from hedging their ownership of our stock, including a prohibition on short sales and buying or selling of puts and calls as well as pledging our securities or otherwise using our securities as collateral. None of our executive officers or directors holds any of our stock subject to pledge. P O L I C I E S A N D P R A C T I C E S R E L A T E D T O T H E G R A N T O F E Q U I T Y A W A R D S C L O S E I N T I M E T O T H E R E L E A S E O F M A T E R I A L N O N P U B L I C I N F O R M A T I O N The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2025, the Company did not grant stock options (or similar awards) to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.

  79. P R O H I B I T I O N O N H E D G I N G A N D P L E D G I N G

    | Name & Principle Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(6) | Total ($) | | C. Brent Smith President & Chief Executive Officer | 2025 | 710,000 | 3,766,342(3) | 1,250,000 | 31,000 | 5,757,342 | | | 2024 | 700,000 | 3,739,478(4) | 1,236,480 | 23,000 | 5,698,958 | | | 2023 | 700,000 | 5,377,972(2)(5) | 1,050,000 | 22,748 | 7,150,720 | | Sherry L. Rexroad EVP & Chief Financial Officer | 2025 | 500,000 | 1,052,355(3) | 600,000 | 8,688 | 2,161,043 | | | 2024 | 122,143(7) | 600,000(4) | 139,840(7) | 53,094 | 915,077 | | Christopher A. Kollme EVP, Investments | 2025 | 383,750 | 443,098(3) | 432,500 | 31,000 | 1,290,348 | | | 2024 | 378,750 | 412,442(4) | 389,204 | 30,500 | 1,210,896 | | | 2023 | 373,750 | 633,889(2)(5) | 340,000 | 30,250 | 1,377,889 | | Laura P. Moon EVP & Chief Accounting Officer | 2025 | 300,500 | 332,326(3) | 245,000 | 31,000 | 908,826 | | George M. Wells EVP & Chief Operating Officer | 2025 | 440,000 | 830,811(3) | 515,000 | 34,750 | 1,820,561 | | | 2024 | 410,000 | 756,144(4) | 500,000 | 30,500 | 1,696,644 | | | 2023 | 400,000 | 821,867(2)(5) | 425,000 | 30,250 | 1,677,117 |

  80. C O M P E N S A T A I O N

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation | Total ($) | | Kelly H. Barrett | 170,000 | 105,000 | -- | 275,000 | | Glenn G. Cohen | 115,000 | 105,000 | -- | 220,000 | | Jeffrey J. Donnelly | 76,778 | 121,670(3) | -- | 198,448 | | Deneen L. Donnley | 71,778 | 121,670(3) | -- | 193,448 | | Venkatesh S. Durvasula(2) | 31,758 | -- | -- | 31,758 | | Mary M. Hager | 85,000 | 105,000 | -- | 190,000 | | Barbara B. Lang | 102,500 | 105,000 | -- | 207,500 | | Stephen E. Lewis | 71,778 | 121,670(3) | -- | 193,448 | | Dale H. Taysom | 102,500 | 105,000 | -- | 207,500 |

  81. P A Y V S . P E R F O R M A N C E

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Compensation Table Total for Non-PEO NEOs ($) | Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return (“TSR”) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income (Loss) ($) in 000s | Core FFO(4) per Share ($) | | 2025 | 5,757,342 | 6,002,426 | 1,545,195 | 1,642,846 | 68.56 | 54.52 | (83,620) | 1.41 | | 2024 | 5,698,958 | 10,643,820 | 1,692,067 | 2,561,983 | 73.91 | 66.63 | (79,069) | 1.49 | | 2023 | 7,150,720 | 4,506,668 | 1,712,760 | 1,199,819 | 53.88 | 65.05 | (48,377) | 1.74 | | 2022 | 4,026,288 | 495,657 | 1,309,186 | 412,585 | 63.16 | 61.11 | 146,830 | 2.00 | | 2021 | 3,560,678 | 4,888,145 | 1,411,844 | 1,731,390 | 118.62 | 112.11 | (1,167) | 1.97 |

  82. P A Y V S . P E R F O R M A N C E

    | (1) Compensation actually paid” to our Principal Executive Officer (PEO) in each of the years included in the table above was calculated as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding the decisions made by our Compensation Committee with regard to the PEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above. |

  83. P A Y V S . P E R F O R M A N C E

    | (2) Average “Compensation actually paid” to our non-PEO NEOs in each of year included in the table above was calculated as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with regard to our non-PEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above. |