COPT Defense Properties Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation and Other Compensation Matters

Share-Based Compensation and Other Compensation Matters

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation and Other Compensation Matters

Share-Based Compensation Plans

In May 2017, we adopted the 2017 Omnibus Equity and Incentive Plan following the approval of such plan by our common shareholders, and we amended the plan in November 2018 (as amended, the “2017 Plan”). We may issue equity-based awards under this plan to officers, employees, non-employee trustees and any other key persons of us and our subsidiaries, as defined in the plan. The plan provides for a maximum of 3.4 million of our common shares to be issued in the form of options, share appreciation rights, restricted share unit awards, restricted share awards, unrestricted share awards, PIUs, dividend equivalent rights and other equity-based awards and for the granting of cash-based awards. This plan expires on May 11, 2027. Shares for the 2017 Plan are issued under a registration statement on Form S-8 that became effective upon filing with the Securities and Exchange Commission.

The table below sets forth our reporting for share based compensation cost (in thousands):


	For the Years Ended December 31,
	2021		2020		2019
General, administrative and leasing expenses	$	6,881	$	5,385	$	5,748
Property operating expenses	1,098		1,119		966
Capitalized to development activities	719		556		742
Share-based compensation cost	$	8,698	$	7,060	$	7,456

The amounts included in our consolidated statements of operations for share-based compensation reflected an estimate of pre-vesting forfeitures of 0% for awards to our executives and non-employee Trustees and 0% to 8% for awards to all other employees.

As of December 31, 2021, unrecognized compensation costs related to unvested awards included:

•$5.2 million on restricted shares expected to be recognized over a weighted average period of approximately two years;

•$3.0 million on performance-based PIUs (“PB-PIUs”) expected to be recognized over a weighted average performance period of approximately two years;

•$2.7 million on time-based PIUs (“TB-PIUs”) expected to be recognized over a weighted average period of approximately two years; and

•$34,000 on deferred share awards expected to be recognized through May 2022.

Restricted Shares

The following table summarizes restricted shares under the share-based compensation plans for 2019, 2020 and 2021:


	Shares		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2018	438,685		$	28.38
Granted	195,520		$	26.56
Forfeited	(56,341)		$	29.44
Vested	(185,001)		$	28.01
Unvested as of December 31, 2019	392,863		$	27.49
Granted	166,918		$	25.22
Forfeited	(25,773)	(1)	$	27.12
Vested	(173,191)		$	28.14
Unvested as of December 31, 2020	360,817		$	26.16
Granted	177,995		$	26.17
Forfeited	(39,664)		$	26.62
Vested	(164,575)		$	25.95
Unvested as of December 31, 2021	334,573		$	26.22
Unvested shares as of December 31, 2021 that are expected to vest	306,658		$	26.22

(1)Includes 9,064 restricted shares previously awarded to our former Executive Vice President and Chief Operating Officer that were forfeited upon his resignation.

Restricted shares granted to employees vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. Restricted shares granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position.

The aggregate intrinsic value of restricted shares that vested was $4.3 million in 2021, $4.4 million in 2020 and $4.9 million in 2019.

PIUs

We granted two forms of PIUs: TB-PIUs; and PB-PIUs. TB-PIUs are subject to forfeiture restrictions until the end of the requisite service period, at which time the TB-PIUs automatically convert into vested PIUs. PB-PIUs are subject to a market condition in that the number of earned awards are determined at the end of the performance period (as described further below) and then settled in vested PIUs. Vested PIUs carry substantially the same rights to redemption and distributions as non-PIU common units.

TB-PIUs

TB-PIUs granted to senior management team members vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. TB-PIUs granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. Prior to vesting, TB-PIUs carry substantially the same rights to distributions as non-PIU common units but carry no redemption rights. The following table summarizes TB-PIUs under the share-based compensation plan for 2019, 2020 and 2021:


	Number of TB-PIUs		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2018	—		N/A
Granted	61,820		$	26.01
Unvested as of December 31, 2019	61,820		$	26.01
Granted	98,318		$	25.47
Forfeited	(20,622)	(1)	$	25.50
Vested	(25,182)		$	26.30
Unvested as of December 31, 2020	114,334		$	25.57
Granted	93,983		$	26.16
Vested	(45,244)		$	25.28
Unvested as of December 31, 2021	163,073		$	25.99
Unvested TB-PIUs as of December 31, 2021 that are expected to vest	162,472		$	25.99

(1)Represents TB-PIUs previously awarded to our former Executive Vice President and Chief Operating Officer that were forfeited upon his resignation.

The aggregate intrinsic value of TB-PIUs that vested was $1.2 million in 2021 and $640,000 in 2020.

PB-PIUs

We made the following grants of PB-PIUs to executives in 2019, 2020 and 2021 (dollars in thousands, except per share data):


Grant Date	Number of PB-PIUs Granted	Grant Date Fair Value		Number of PB-PIUs Outstanding as of December 31, 2021 (1)





1/1/2019	193,682	$	2,415	156,104
1/1/2020	176,758	$	2,891	141,152
1/1/2021	227,544	$	3,417	227,544

(1)Excludes 73,184 PB-PIUs previously awarded to our former Executive Vice President and Chief Operating Officer that were forfeited upon his resignation.

The PB-PIUs each have a three-year performance period concluding on the earlier of the respective performance period end dates, or the date of: (1) termination by us without cause, death or disability of the executive or constructive discharge of the executive (collectively, “qualified termination”); or (2) a sale event. The number of earned awards at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return (“TSR”) relative to a peer group of companies, as set forth in the following schedule:


Percentile Rank						Earned Awards Payout %
75th or greater						100% of PB-PIUs granted
50th (target)						50% of PB-PIUs granted
25th						25% of PB-PIUs granted
Below 25th						0% of PB-PIUs granted

If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the percentage of the earned awards will be interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. If COPT’s TSR during the measurement period is negative, the maximum number of earned awards will be limited to the target level payout percentage. During the performance period, PB-PIUs carry rights to distributions

equal to 10% of the distribution rights of non-PIU common units but carry no redemption rights. At the end of the performance period, we will settle the award by issuing vested PIUs equal to the number of earned awards and either:

•for awards granted January 1, 2019 and 2020, paying cash equal to the excess, if any, of: 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 the aggregate distributions made on the PB-PIUs during the performance period; or

•for awards granted January 1, 2021, issuing 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 on the settlement date.

If a performance period ends due to a sale event or qualified termination, the number of earned awards is prorated based on the portion of the three-year performance period that has elapsed. If employment is terminated by the employee or by us for cause, all PB-PIUs are forfeited.

Based on COPT’s TSR relative to its peer group of companies, for the 2019 PB-PIUs issued to executives that vested on December 31, 2021, we issued 156,104 PIUs in settlement of the PB-PIUs on February 1, 2022.

We computed grant date fair values for PB-PIUs using Monte Carlo models and are recognizing these values over the respective performance periods. The grant date fair value and certain of the assumptions used in the Monte Carlo models for the PB-PIUs granted in 2019, 2020 and 2021 are set forth below:


Grant Date	Grant Date Fair Value Per PB-PIU at Target-Level Award		Baseline Common Share Value		Expected Volatility of Common Shares		Risk-free Interest Rate
1/1/2019	$	24.94	$	21.03	21.0	%	2.51	%
1/1/2020	$	32.71	$	29.38	18.0	%	1.65	%
1/1/2021	$	30.03	$	26.08	34.7	%	0.18	%

PSUs

As of December 31, 2021, we had no PSU grants outstanding. Below is information for executive grants of PSUs with performance periods included in these consolidated financial statements (dollars in thousands):


Grant Date	Number of PSUs Granted	Grant Date Fair Value





1/1/2017	39,351	$	1,415
1/1/2018	59,110	$	1,890

The PSUs each had three-year performance periods concluding on the earlier of the respective performance period end dates or the date of: (1) termination by us without cause, death or disability of the executive or constructive discharge of the executive (collectively, “qualified termination”); or (2) a sale event. The number of PSUs earned (“earned PSUs”) at the end of the performance period were determined based on the percentile rank of COPT’s TSR relative to a peer group of companies, as set forth in the following schedule:


Percentile Rank						Earned PSUs Payout %
75th or greater						200% of PSUs granted
50th (target)						100% of PSUs granted
25th						50% of PSUs granted
Below 25th						0% of PSUs granted

If the percentile rank exceeded the 25th percentile and was between two of the percentile ranks set forth in the table above, then the percentage of the earned PSUs was interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. At the end of the performance period, we settled the award by issuing fully-vested COPT shares equal to the number of earned PSUs in settlement of the award plan and either:

•for awards granted January 1, 2017, issuing fully-vested COPT shares equal to the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned PSUs through the date of settlement had such shares been issued on the grant date, divided by the share price on the settlement date; or

•for awards granted January 1, 2018, paying cash equal to the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned PSUs through the date of settlement had such shares been issued on the grant date.

If employment was terminated by the employee or by us for cause, all PSUs were forfeited. PSUs do not carry voting rights.

Based on COPT’s TSR relative to its peer group of companies:

•for the 2017 PSUs that vested on December 31, 2019, we issued 23,181 common shares in settlement of the PSUs on January 13, 2020; and

•for the 2018 PSUs that vested on December 31, 2020, we issued 93,824 common shares in settlement of the PSUs on February 3, 2021.

We computed grant date fair values for PSUs using Monte Carlo models and recognized these values over the performance periods.

Deferred Share Awards

We made the following grants of deferred share awards to non-employee Trustees in 2019, 2020 and 2021 (dollars in thousands, except per share data):


Year of Grant	Number of Deferred Share Awards Granted	Aggregate Grant Date Fair Value		Grant Date Fair Value Per Award
2019	3,432	$	95	$	27.60
2020	10,679	$	253	$	23.68
2021	3,416	$	93	$	27.12

Deferred share awards vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. We settle deferred share awards by issuing an equivalent number of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a Trustee). We issued 3,097 common shares with a grant date fair value of $26.77 per award and an aggregate intrinsic value of $86,000 in settlement of deferred shares in 2019 (no award settlements occurred in 2020 or 2021).