Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay-Versus-Performance
The following table summarizes our financial performance and the compensation actually paid to our NEOs for 2022, 2021 and 2020, respectively:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of Initial Fixed $100 Investment
Based on(4)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Year
​ ​
Summary
Compensation
Table
Total for CEO(1)
​ ​
Compensation
Actually Paid
to CEO(2)
​ ​
Average Summary
Compensation Table
Total for Non-CEO
NEOs(3)
​ ​
Compensation
Actually Paid to Non-
CEO NEOs(2)
​ ​
COPT Total
Shareholder
Return
​ ​
FTSE Nareit All
Equity REITs Index
(Peer Group) Total
Shareholder Return(5)
​ ​
Net Income
​ ​
FFO per
Share(6)
​
2022 ​ ​ ​ $ 5,547,060 ​ ​ ​ ​ $ 8,518,704 ​ ​ ​ ​ $ 2,114,677 ​ ​ ​ ​ $ 2,814,964 ​ ​ ​ ​ $ 101.30 ​ ​ ​ ​ $ 100.62 ​ ​ ​ ​ $ 178,822 ​ ​ ​ ​ $ 2.36 ​ ​
2021 ​ ​ ​ $ 5,502,562 ​ ​ ​ ​ $ 7,170,639 ​ ​ ​ ​ $ 2,231,836 ​ ​ ​ ​ $ 2,539,830 ​ ​ ​ ​ $ 104.64 ​ ​ ​ ​ $ 134.06 ​ ​ ​ ​ $ 81,578 ​ ​ ​ ​ $ 2.29 ​ ​
2020 ​ ​ ​ $ 4,548,812 ​ ​ ​ ​ $ 4,844,929 ​ ​ ​ ​ $ 1,405,232 ​ ​ ​ ​ $ 550,795 ​ ​ ​ ​ $ 91.81 ​ ​ ​ ​ $ 94.88 ​ ​ ​ ​ $ 102,878 ​ ​ ​ ​ $ 2.12 ​ ​
​
(1)
Represents the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Budorick.
​
(2)
To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments for Mr. Budorick and for the average of the non-CEO NEOs are set forth following the footnotes to this table.
​
(3)
Represents the average of the total compensation reported in the Summary Compensation Table for the applicable year for our NEOs other than Mr. Budorick, including: for 2022 and 2021, Mr. Mifsud, our EVP + CFO, and Mr. Hartman, our EVP + COO during those years; and for 2020, Mr. Mifsud and Mr. Hartman (who served as our EVP + COO in November and December 2020), and Mr. Paul R. Adkins, who served as our EVP + COO until March 16, 2020.
​
(4)
Pursuant to SEC rules, the total shareholder return (“TSR”) comparison assumes $100 was invested on December 31, 2019 in either our common shares or common equity of the peer group.
​
(5)
Pursuant to SEC rules, we are utilizing the FTSE Nareit All Equity REITs index for TSR comparison within our Pay-Versus-Performance disclosure as the peer group, as it is the index utilized within our Annual Report on Form 10-K.
​
(6)
We consider the most important financial measure in linking our pay to performance to be FFO per share, which is the highest weighted objective in our AIA program.
​
The table below reconciles the amounts reported above for NEO Summary Compensation Table amounts to the amounts reported above as compensation actually paid:
​ ​ ​
CEO
​ ​
Non-CEO NEOs
​
​ ​ ​
2022
​ ​
2021
​ ​
2020
​ ​
2022
​ ​
2021
​ ​
2020
​
Summary Compensation Table Total Compensation ​ ​ ​ $ 5,547,060 ​ ​ ​ ​ $ 5,502,562 ​ ​ ​ ​ $ 4,548,812 ​ ​ ​ ​ $ 2,114,677 ​ ​ ​ ​ $ 2,231,836 ​ ​ ​ ​ $ 1,405,232 ​ ​
Subtract: Grant Date Fair Value of Awards in Year(1) ​ ​ ​ ​ (3,583,054) ​ ​ ​ ​ ​ (3,278,200) ​ ​ ​ ​ ​ (2,741,199) ​ ​ ​ ​ ​ (1,044,106) ​ ​ ​ ​ ​ (976,715) ​ ​ ​ ​ ​ (822,167) ​ ​
Add: Year End Fair Value of Outstanding and Unvested
Awards Granted in Year(2)
​ ​ ​ ​ 4,228,174 ​ ​ ​ ​ ​ 3,454,244 ​ ​ ​ ​ ​ 2,552,887 ​ ​ ​ ​ ​ 1,232,094 ​ ​ ​ ​ ​ 1,029,165 ​ ​ ​ ​ ​ 489,327 ​ ​
Add/Subtract: Change in Fair Value of Outstanding and
Unvested Prior Year Grants(3)
​ ​ ​ ​ 1,066,829 ​ ​ ​ ​ ​ 338,161 ​ ​ ​ ​ ​ (73,623) ​ ​ ​ ​ ​ 307,193 ​ ​ ​ ​ ​ 74,414 ​ ​ ​ ​ ​ (7,703) ​ ​
Add/Subtract: Change in Fair Value of Vested Prior
Year Grants(4)
​ ​ ​ ​ 892,804 ​ ​ ​ ​ ​ 892,746 ​ ​ ​ ​ ​ 533,320 ​ ​ ​ ​ ​ 146,828 ​ ​ ​ ​ ​ 140,535 ​ ​ ​ ​ ​ 33,458 ​ ​
Subtract: Prior Year End Value of Grants Forfeited in
Year(5)
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (550,372) ​ ​
Add: Dividends and Distributions on Stock Awards Not
Included in Award Fair Value(6)
​ ​ ​ ​ 366,891 ​ ​ ​ ​ ​ 261,126 ​ ​ ​ ​ ​ 24,732 ​ ​ ​ ​ ​ 58,278 ​ ​ ​ ​ ​ 40,595 ​ ​ ​ ​ ​ 3,020 ​ ​
Compensation Actually Paid ​ ​ ​ $ 8,518,704 ​ ​ ​ ​ $ 7,170,639 ​ ​ ​ ​ $ 4,844,929 ​ ​ ​ ​ $ 2,814,964 ​ ​ ​ ​ $ 2,539,830 ​ ​ ​ ​ $ 550,795 ​ ​
​
(1)
Represents the fair value as of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year, as reported in the Summary Compensation Table.
​
(2)
Represents the fair value as of the end of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year.
​
(3)
Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and remained outstanding and unvested as of the last day of the indicated fiscal year.
​
(4)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year, and vested during the indicated fiscal year.
​
(5)
Represents the fair value as of the last day of the prior fiscal year of stock awards that were forfeited in the indicated fiscal year.
​
(6)
Represents the dividends and distributions paid in cash on stock awards in the indicated fiscal year not included in the award fair value, which applies to PSU and PB-PIU awards issued in 2018, 2019 and 2020 with a cash settlement feature for dividends or distributions on earned awards.
   
Company Selected Measure Name FFO per Share    
Named Executive Officers, Footnote [Text Block]
(1)
Represents the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Budorick.
​
(2)
To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments for Mr. Budorick and for the average of the non-CEO NEOs are set forth following the footnotes to this table.
​
(3)
Represents the average of the total compensation reported in the Summary Compensation Table for the applicable year for our NEOs other than Mr. Budorick, including: for 2022 and 2021, Mr. Mifsud, our EVP + CFO, and Mr. Hartman, our EVP + COO during those years; and for 2020, Mr. Mifsud and Mr. Hartman (who served as our EVP + COO in November and December 2020), and Mr. Paul R. Adkins, who served as our EVP + COO until March 16, 2020.
   
Peer Group Issuers, Footnote [Text Block]
(4)
Pursuant to SEC rules, the total shareholder return (“TSR”) comparison assumes $100 was invested on December 31, 2019 in either our common shares or common equity of the peer group.
​
(5)
Pursuant to SEC rules, we are utilizing the FTSE Nareit All Equity REITs index for TSR comparison within our Pay-Versus-Performance disclosure as the peer group, as it is the index utilized within our Annual Report on Form 10-K.
   
PEO Total Compensation Amount $ 5,547,060 $ 5,502,562 $ 4,548,812
PEO Actually Paid Compensation Amount $ 8,518,704 7,170,639 4,844,929
Adjustment To PEO Compensation, Footnote [Text Block]
The table below reconciles the amounts reported above for NEO Summary Compensation Table amounts to the amounts reported above as compensation actually paid:
​ ​ ​
CEO
​ ​
Non-CEO NEOs
​
​ ​ ​
2022
​ ​
2021
​ ​
2020
​ ​
2022
​ ​
2021
​ ​
2020
​
Summary Compensation Table Total Compensation ​ ​ ​ $ 5,547,060 ​ ​ ​ ​ $ 5,502,562 ​ ​ ​ ​ $ 4,548,812 ​ ​ ​ ​ $ 2,114,677 ​ ​ ​ ​ $ 2,231,836 ​ ​ ​ ​ $ 1,405,232 ​ ​
Subtract: Grant Date Fair Value of Awards in Year(1) ​ ​ ​ ​ (3,583,054) ​ ​ ​ ​ ​ (3,278,200) ​ ​ ​ ​ ​ (2,741,199) ​ ​ ​ ​ ​ (1,044,106) ​ ​ ​ ​ ​ (976,715) ​ ​ ​ ​ ​ (822,167) ​ ​
Add: Year End Fair Value of Outstanding and Unvested
Awards Granted in Year(2)
​ ​ ​ ​ 4,228,174 ​ ​ ​ ​ ​ 3,454,244 ​ ​ ​ ​ ​ 2,552,887 ​ ​ ​ ​ ​ 1,232,094 ​ ​ ​ ​ ​ 1,029,165 ​ ​ ​ ​ ​ 489,327 ​ ​
Add/Subtract: Change in Fair Value of Outstanding and
Unvested Prior Year Grants(3)
​ ​ ​ ​ 1,066,829 ​ ​ ​ ​ ​ 338,161 ​ ​ ​ ​ ​ (73,623) ​ ​ ​ ​ ​ 307,193 ​ ​ ​ ​ ​ 74,414 ​ ​ ​ ​ ​ (7,703) ​ ​
Add/Subtract: Change in Fair Value of Vested Prior
Year Grants(4)
​ ​ ​ ​ 892,804 ​ ​ ​ ​ ​ 892,746 ​ ​ ​ ​ ​ 533,320 ​ ​ ​ ​ ​ 146,828 ​ ​ ​ ​ ​ 140,535 ​ ​ ​ ​ ​ 33,458 ​ ​
Subtract: Prior Year End Value of Grants Forfeited in
Year(5)
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (550,372) ​ ​
Add: Dividends and Distributions on Stock Awards Not
Included in Award Fair Value(6)
​ ​ ​ ​ 366,891 ​ ​ ​ ​ ​ 261,126 ​ ​ ​ ​ ​ 24,732 ​ ​ ​ ​ ​ 58,278 ​ ​ ​ ​ ​ 40,595 ​ ​ ​ ​ ​ 3,020 ​ ​
Compensation Actually Paid ​ ​ ​ $ 8,518,704 ​ ​ ​ ​ $ 7,170,639 ​ ​ ​ ​ $ 4,844,929 ​ ​ ​ ​ $ 2,814,964 ​ ​ ​ ​ $ 2,539,830 ​ ​ ​ ​ $ 550,795 ​ ​
​
(1)
Represents the fair value as of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year, as reported in the Summary Compensation Table.
​
(2)
Represents the fair value as of the end of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year.
​
(3)
Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and remained outstanding and unvested as of the last day of the indicated fiscal year.
​
(4)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year, and vested during the indicated fiscal year.
​
(5)
Represents the fair value as of the last day of the prior fiscal year of stock awards that were forfeited in the indicated fiscal year.
​
(6)
Represents the dividends and distributions paid in cash on stock awards in the indicated fiscal year not included in the award fair value, which applies to PSU and PB-PIU awards issued in 2018, 2019 and 2020 with a cash settlement feature for dividends or distributions on earned awards.
   
Non-PEO NEO Average Total Compensation Amount $ 2,114,677 2,231,836 1,405,232
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,814,964 2,539,830 550,795
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
The table below reconciles the amounts reported above for NEO Summary Compensation Table amounts to the amounts reported above as compensation actually paid:
​ ​ ​
CEO
​ ​
Non-CEO NEOs
​
​ ​ ​
2022
​ ​
2021
​ ​
2020
​ ​
2022
​ ​
2021
​ ​
2020
​
Summary Compensation Table Total Compensation ​ ​ ​ $ 5,547,060 ​ ​ ​ ​ $ 5,502,562 ​ ​ ​ ​ $ 4,548,812 ​ ​ ​ ​ $ 2,114,677 ​ ​ ​ ​ $ 2,231,836 ​ ​ ​ ​ $ 1,405,232 ​ ​
Subtract: Grant Date Fair Value of Awards in Year(1) ​ ​ ​ ​ (3,583,054) ​ ​ ​ ​ ​ (3,278,200) ​ ​ ​ ​ ​ (2,741,199) ​ ​ ​ ​ ​ (1,044,106) ​ ​ ​ ​ ​ (976,715) ​ ​ ​ ​ ​ (822,167) ​ ​
Add: Year End Fair Value of Outstanding and Unvested
Awards Granted in Year(2)
​ ​ ​ ​ 4,228,174 ​ ​ ​ ​ ​ 3,454,244 ​ ​ ​ ​ ​ 2,552,887 ​ ​ ​ ​ ​ 1,232,094 ​ ​ ​ ​ ​ 1,029,165 ​ ​ ​ ​ ​ 489,327 ​ ​
Add/Subtract: Change in Fair Value of Outstanding and
Unvested Prior Year Grants(3)
​ ​ ​ ​ 1,066,829 ​ ​ ​ ​ ​ 338,161 ​ ​ ​ ​ ​ (73,623) ​ ​ ​ ​ ​ 307,193 ​ ​ ​ ​ ​ 74,414 ​ ​ ​ ​ ​ (7,703) ​ ​
Add/Subtract: Change in Fair Value of Vested Prior
Year Grants(4)
​ ​ ​ ​ 892,804 ​ ​ ​ ​ ​ 892,746 ​ ​ ​ ​ ​ 533,320 ​ ​ ​ ​ ​ 146,828 ​ ​ ​ ​ ​ 140,535 ​ ​ ​ ​ ​ 33,458 ​ ​
Subtract: Prior Year End Value of Grants Forfeited in
Year(5)
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (550,372) ​ ​
Add: Dividends and Distributions on Stock Awards Not
Included in Award Fair Value(6)
​ ​ ​ ​ 366,891 ​ ​ ​ ​ ​ 261,126 ​ ​ ​ ​ ​ 24,732 ​ ​ ​ ​ ​ 58,278 ​ ​ ​ ​ ​ 40,595 ​ ​ ​ ​ ​ 3,020 ​ ​
Compensation Actually Paid ​ ​ ​ $ 8,518,704 ​ ​ ​ ​ $ 7,170,639 ​ ​ ​ ​ $ 4,844,929 ​ ​ ​ ​ $ 2,814,964 ​ ​ ​ ​ $ 2,539,830 ​ ​ ​ ​ $ 550,795 ​ ​
​
(1)
Represents the fair value as of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year, as reported in the Summary Compensation Table.
​
(2)
Represents the fair value as of the end of the indicated fiscal year of the outstanding and unvested stock awards granted during such fiscal year.
​
(3)
Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and remained outstanding and unvested as of the last day of the indicated fiscal year.
​
(4)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year, and vested during the indicated fiscal year.
​
(5)
Represents the fair value as of the last day of the prior fiscal year of stock awards that were forfeited in the indicated fiscal year.
​
(6)
Represents the dividends and distributions paid in cash on stock awards in the indicated fiscal year not included in the award fair value, which applies to PSU and PB-PIU awards issued in 2018, 2019 and 2020 with a cash settlement feature for dividends or distributions on earned awards.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our TSR, as well as the relationship of our TSR to that of the peer group (the FTSE Nareit All Equity REITs index):
[MISSING IMAGE: bc_comppaidvstsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our net income:
[MISSING IMAGE: bc_comppaidvsnetincome-pn.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our FFO per share:
[MISSING IMAGE: bc_comppaidvsffo-pn.jpg]
Our executive compensation program is designed to align pay to performance, rewarding our executives for benefiting our shareholders. We believe that the stability of our TSR from 2020 through 2022 relative to the FTSE Nareit All Equity REITs Index aligns with the increases to compensation actually paid to our CEO and other NEO compensation year to year. In addition, we significantly and consistently outperformed the TSR of the Office Property Sector of the FTSE Nareit All Equity REITs Index from 2020 through 2022; our TSR return relative to the constituent companies of the Office Property Sector of the FTSE Nareit All Equity REITs index directly results in 100% of the performance-based equity payouts for our CEO and other NEOs, thereby directly linking this performance measure and shareholder success to our executive compensation.
Our FFO per share has increased from 2020 through 2022, which correlates directly to our increases in NEO compensation actually paid over this period. We consider the most important financial measure in linking our pay to performance to be FFO per share, which is the highest weighted objective in our AIA program. Our NEO compensation is less correlated to our net income than FFO per share; this is because net income includes the effects of certain items that we believe are not pertinent in evaluating the operating performance of an equity REIT.
   
Tabular List [Table Text Block]
Additional Important Financial Performance Measures for Executive Compensation
The performance measures most important to us in linking our executive compensation to our Company performance are set forth below:
>
FFO per share;
​
>
Same Properties cash NOI;
​
>
Net debt to in-place adjusted EBITDA ratio, which we refer to as “debt ratio”;
​
>
Development leasing volume; and
​
>
Core portfolio occupancy.
   
Total Shareholder Return Amount $ 101.3 104.64 91.81
Peer Group Total Shareholder Return Amount 100.62 134.06 94.88
Net Income (Loss) $ 178,822 $ 81,578 $ 102,878
Company Selected Measure Amount 2.36 2.29 2.12
PEO Name Mr. Budorick Mr. Budorick Mr. Budorick
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name FFO per share    
Non-GAAP Measure Description [Text Block]
(6)
We consider the most important financial measure in linking our pay to performance to be FFO per share, which is the highest weighted objective in our AIA program.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Same Properties cash NOI    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Net debt to in-place adjusted EBITDA ratio, which we refer to as “debt ratio”    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Development leasing volume    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Core portfolio occupancy    
PEO [Member] | Grant Date Fair Value of Awards in Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (3,583,054) $ (3,278,200) $ (2,741,199)
PEO [Member] | Year End Fair Value of Outstanding and Unvested Awards Granted in Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,228,174 3,454,244 2,552,887
PEO [Member] | Change in Fair Value of Outstanding and Unvested Prior Year Grants      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,066,829 338,161 (73,623)
PEO [Member] | Change in Fair Value of Vested Prior Year Grants      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 892,804 892,746 533,320
PEO [Member] | Dividends and Distributions on Stock Awards Not Included in Award Fair Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 366,891 261,126 24,732
Non-PEO NEO [Member] | Grant Date Fair Value of Awards in Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,044,106) (976,715) (822,167)
Non-PEO NEO [Member] | Year End Fair Value of Outstanding and Unvested Awards Granted in Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,232,094 1,029,165 489,327
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Prior Year Grants      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 307,193 74,414 (7,703)
Non-PEO NEO [Member] | Change in Fair Value of Vested Prior Year Grants      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 146,828 140,535 33,458
Non-PEO NEO [Member] | Prior Year End Value of Grants Forfeited in Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (550,372)
Non-PEO NEO [Member] | Dividends and Distributions on Stock Awards Not Included in Award Fair Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 58,278 $ 40,595 $ 3,020