COPT Defense Properties Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


									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 Defense Total Shareholder Return		Office Property Sector of FTSE Nareit All Equity REITs Index Total Shareholder Return(5)		Net Income(6)		FFO per Share(7)
2023	$	6,168,342	$	7,178,869	$	1,672,030	$	559,464	$	103.90	$	63.34	$	(74,347)	$	2.42
2022	$	5,547,060	$	8,518,704	$	2,114,677	$	2,814,964	$	100.32	$	62.07	$	178,822	$	2.36
2021	$	5,502,562	$	7,170,639	$	2,231,836	$	2,539,830	$	103.69	$	99.51	$	81,578	$	2.29
2020	$	4,548,812	$	4,844,929	$	1,405,232	$	550,795	$	92.89	$	81.56	$	102,878	$	2.12

Company Selected Measure Name

FFO per share

Named Executive Officers, Footnote

Represents the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Budorick. 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 2023: Mr. Snider, our EVP + COO since December 2023, Mr. Hartman, who served as our EVP + COO until March 2, 2023, and Mr. Mifsud, our EVP + CFO;

>for 2022 and 2021: Mr. Hartman, our EVP + COO, and Mr. Mifsud, our EVP + CFO; and

>for 2020: Mr. Hartman who served as our EVP + COO in November and December 2020, Mr. Paul R. Adkins who served as our EVP + COO until March 16, 2020, and Mr. Mifsud, our EVP + CFO.

Peer Group Issuers, Footnote

Pursuant to SEC rules, we are utilizing the Office Property Sector of 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

$ 6,168,342

$ 5,547,060

$ 5,502,562

$ 4,548,812

PEO Actually Paid Compensation Amount

$ 7,178,869

8,518,704

7,170,639

4,844,929

Adjustment To PEO Compensation, Footnote

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.

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
	2023		2022		2021		2020		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	6,168,342	$	5,547,060	$	5,502,562	$	4,548,812	$	1,672,030	$	2,114,677	$	2,231,836	$	1,405,232
Subtract: Grant Date Fair Value of Awards in Year(1)	(3,951,507)		(3,583,054)		(3,278,200)		(2,741,199)		(1,009,455)		(1,044,106)		(976,715)		(822,167)
Add: Year End Fair Value of Outstanding and Unvested Awards Granted in Year(2)	3,997,691		4,228,174		3,454,244		2,552,887		610,005		1,232,094		1,029,165		489,327
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3)	20,856		1,066,829		338,161		(73,623)		2,096		307,193		74,414		(7,703)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4)	627,112		892,804		892,746		533,320		65,331		146,828		140,535		33,458
Subtract: Prior Year End Value of Grants Forfeited in Year(5)	—		—		—		—		(816,120)		—		—		(550,372)
Add: Dividends and Distributions on Stock Awards Not Included in Award Fair Value(6)	316,375		366,891		261,126		24,732		35,577		58,278		40,595		3,020
Compensation Actually Paid	$	7,178,869	$	8,518,704	$	7,170,639	$	4,844,929	$	559,464	$	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 2019 and 2020 with a cash settlement feature for dividends or distributions on earned awards.

Non-PEO NEO Average Total Compensation Amount

$ 1,672,030

2,114,677

2,231,836

1,405,232

Non-PEO NEO Average Compensation Actually Paid Amount

$ 559,464

2,814,964

2,539,830

550,795

Adjustment to Non-PEO NEO Compensation Footnote

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
	2023		2022		2021		2020		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	6,168,342	$	5,547,060	$	5,502,562	$	4,548,812	$	1,672,030	$	2,114,677	$	2,231,836	$	1,405,232
Subtract: Grant Date Fair Value of Awards in Year(1)	(3,951,507)		(3,583,054)		(3,278,200)		(2,741,199)		(1,009,455)		(1,044,106)		(976,715)		(822,167)
Add: Year End Fair Value of Outstanding and Unvested Awards Granted in Year(2)	3,997,691		4,228,174		3,454,244		2,552,887		610,005		1,232,094		1,029,165		489,327
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3)	20,856		1,066,829		338,161		(73,623)		2,096		307,193		74,414		(7,703)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4)	627,112		892,804		892,746		533,320		65,331		146,828		140,535		33,458
Subtract: Prior Year End Value of Grants Forfeited in Year(5)	—		—		—		—		(816,120)		—		—		(550,372)
Add: Dividends and Distributions on Stock Awards Not Included in Award Fair Value(6)	316,375		366,891		261,126		24,732		35,577		58,278		40,595		3,020
Compensation Actually Paid	$	7,178,869	$	8,518,704	$	7,170,639	$	4,844,929	$	559,464	$	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.

(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.

Compensation Actually Paid vs. Total Shareholder Return

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 Office Property Sector of the FTSE Nareit All Equity REITs index):

Compensation Actually Paid vs. Net Income

The graph set forth below illustrates the relationship of our NEO compensation actually paid to our net income:

Compensation Actually Paid vs. Company Selected Measure

The graph set forth below illustrates the relationship of our NEO compensation actually paid to our FFO per share:

Total Shareholder Return Vs Peer Group

Tabular List, Table

FFO per share;

>Same Property cash NOI;

>Net debt to in-place adjusted EBITDA ratio, which we refer to as “debt ratio”;

>Development leasing volume;

>New leasing annualized rental revenue; and

>Core portfolio occupancy.

Total Shareholder Return Amount

$ 103.90

100.32

103.69

92.89

Peer Group Total Shareholder Return Amount

63.34

62.07

99.51

81.56

Net Income (Loss)

$ (74,347,000)

$ 178,822,000

$ 81,578,000

$ 102,878,000

Company Selected Measure Amount | $ / shares

2.42

2.36

2.29

2.12

PEO Name

Mr. Budorick

Additional 402(v) Disclosure

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. Presented in thousands.

Measure:: 1

Pay vs Performance Disclosure

Name

FFO per share

Non-GAAP Measure Description

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:: 2

Pay vs Performance Disclosure

Name

Same Property cash NOI

Measure:: 3

Pay vs Performance Disclosure

Name

Net debt to in-place adjusted EBITDA ratio, which we refer to as “debt ratio”

Measure:: 4

Pay vs Performance Disclosure

Name

Development leasing volume