Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
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
Summary Compensation
Table Total for CEO(1)		 Compensation Actually Paid to CEO(2) Average Summary Compensation Table Total for Non-CEO NEOs(3) Compensation Actually Paid to Non-CEO NEOs(2) Value of Initial Fixed $100 Investment Based on(4)
Year
COPT Defense TSR
Nareit Office Sector Index TSR(5)
 Net Income(6) FFO per Share(7)
2024 $ 7,576,091  $ 13,057,617  $ 2,574,268  $ 3,637,948  $ 130.99  $ 76.95  $ 143,942  $ 2.57 
2023 $ 6,168,342  $ 7,178,869  $ 1,672,030  $ 559,464  $ 103.90  $ 63.34  $ (74,347) $ 2.42 
2022 $ 5,547,060  $ 8,518,704  $ 2,114,677  $ 2,814,964  $ 100.32  $ 62.07  $ 178,822  $ 2.36 
2021 $ 5,502,562  $ 7,170,639  $ 2,231,836  $ 2,539,830  $ 103.69  $ 99.51  $ 81,578  $ 2.29 
2020 $ 4,548,812  $ 4,844,929  $ 1,405,232  $ 550,795  $ 92.89  $ 81.56  $ 102,878  $ 2.12 
       
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 2024: Mr. Snider, our EVP + COO, and Mr. Mifsud, our EVP + CFO;
>for 2023: Mr. Snider, our EVP + COO in December 2023, Mr. Todd 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 Nareit Office Sector 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 $ 7,576,091 $ 6,168,342 $ 5,547,060 $ 5,502,562 $ 4,548,812
PEO Actually Paid Compensation Amount $ 13,057,617 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
2024 2023 2022 2021 2020
Summary Compensation Table Total Compensation
$ 7,576,091  $ 6,168,342  $ 5,547,060  $ 5,502,562  $ 4,548,812 
Subtract: Grant Date Fair Value of Awards in Year(1) (5,129,176) (3,951,507) (3,583,054) (3,278,200) (2,741,199)
Add: Year-End Fair Value of Outstanding and Unvested Awards Granted in Year(2)
7,040,392  3,997,691  4,228,174  3,454,244  2,552,887 
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3)
1,878,281  20,856  1,066,829  338,161  (73,623)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4)
1,692,029  627,112  892,804  892,746  533,320 
Subtract: Prior Year-End Value of Grants Forfeited in Year(5)
—  —  —  —  — 
Add: Dividends and Distributions on Stock Awards Not Included in Award Fair Value(6)
—  316,375  366,891  261,126  24,732 
Compensation Actually Paid
$ 13,057,617  $ 7,178,869  $ 8,518,704  $ 7,170,639  $ 4,844,929 
Non-CEO NEOs
2024 2023 2022 2021 2020
Summary Compensation Table Total Compensation $ 2,574,268  $ 1,672,030  $ 2,114,677  $ 2,231,836  $ 1,405,232 
Subtract: Grant Date Fair Value of Awards in Year(1) (1,208,699) (1,009,455) (1,044,106) (976,715) (822,167)
Add: Year-End Fair Value of Outstanding and Unvested Awards Granted in Year(2) 1,659,078  610,005  1,232,094  1,029,165  489,327 
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3) 338,419  2,096  307,193  74,414  (7,703)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4) 274,882  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) —  35,577  58,278  40,595  3,020 
Compensation Actually Paid $ 3,637,948  $ 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 2018, 2019, and 2020 with a cash settlement feature for dividends or distributions on earned awards. 		       
Non-PEO NEO Average Total Compensation Amount $ 2,574,268 1,672,030 2,114,677 2,231,836 1,405,232
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,637,948 559,464 2,814,964 2,539,830 550,795
Adjustment to Non-PEO NEO 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
2024 2023 2022 2021 2020
Summary Compensation Table Total Compensation
$ 7,576,091  $ 6,168,342  $ 5,547,060  $ 5,502,562  $ 4,548,812 
Subtract: Grant Date Fair Value of Awards in Year(1) (5,129,176) (3,951,507) (3,583,054) (3,278,200) (2,741,199)
Add: Year-End Fair Value of Outstanding and Unvested Awards Granted in Year(2)
7,040,392  3,997,691  4,228,174  3,454,244  2,552,887 
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3)
1,878,281  20,856  1,066,829  338,161  (73,623)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4)
1,692,029  627,112  892,804  892,746  533,320 
Subtract: Prior Year-End Value of Grants Forfeited in Year(5)
—  —  —  —  — 
Add: Dividends and Distributions on Stock Awards Not Included in Award Fair Value(6)
—  316,375  366,891  261,126  24,732 
Compensation Actually Paid
$ 13,057,617  $ 7,178,869  $ 8,518,704  $ 7,170,639  $ 4,844,929 
Non-CEO NEOs
2024 2023 2022 2021 2020
Summary Compensation Table Total Compensation $ 2,574,268  $ 1,672,030  $ 2,114,677  $ 2,231,836  $ 1,405,232 
Subtract: Grant Date Fair Value of Awards in Year(1) (1,208,699) (1,009,455) (1,044,106) (976,715) (822,167)
Add: Year-End Fair Value of Outstanding and Unvested Awards Granted in Year(2) 1,659,078  610,005  1,232,094  1,029,165  489,327 
Add/Subtract: Change in Fair Value of Outstanding and Unvested Prior Year Grants(3) 338,419  2,096  307,193  74,414  (7,703)
Add/Subtract: Change in Fair Value of Vested Prior Year Grants(4) 274,882  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) —  35,577  58,278  40,595  3,020 
Compensation Actually Paid $ 3,637,948  $ 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 2018, 2019, and 2020 with a cash settlement feature for dividends or distributions on earned awards. 		       
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 Nareit Office Sector Index):
3376
        
Compensation Actually Paid vs. Net Income
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our net income:
3491
        
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:
3609
        
Total Shareholder Return Vs Peer Group
The graph set forth below illustrates the relationship of our NEO compensation actually paid to our TSR, as well as the relationship of our TSR to that of the peer group (the Nareit Office Sector Index):
3376
        
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”;
>Investment properties leased space volume;
>Vacant space leasing volume; and
>Year-end occupancy. 		       
Total Shareholder Return Amount $ 130.99 103.90 100.32 103.69 92.89
Peer Group Total Shareholder Return Amount 76.95 63.34 62.07 99.51 81.56
Net Income (Loss) $ 143,942,000 $ (74,347,000) $ 178,822,000 $ 81,578,000 $ 102,878,000
Company Selected Measure Amount | $ / shares 2.57 2.42 2.36 2.29 2.12
PEO Name Mr. Budorick Mr. Budorick Mr. Budorick Mr. Budorick 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 (the Nareit Office Sector Index). 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. For further disclosure pertaining to this measure, refer to Appendix A of this proxy statement.        
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 Investment properties leased space volume        
Measure:: 5          
Pay vs Performance Disclosure          
Name Vacant space leasing volume        
Measure:: 6          
Pay vs Performance Disclosure          
Name Year-end occupancy        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (5,129,176) $ (3,951,507) $ (3,583,054) $ (3,278,200) $ (2,741,199)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,040,392 3,997,691 4,228,174 3,454,244 2,552,887
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,878,281 20,856 1,066,829 338,161 (73,623)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,692,029 627,112 892,804 892,746 533,320
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 316,375 366,891 261,126 24,732
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,208,699) (1,009,455) (1,044,106) (976,715) (822,167)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,659,078 610,005 1,232,094 1,029,165 489,327
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 338,419 2,096 307,193 74,414 (7,703)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 274,882 65,331 146,828 140,535 33,458
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (816,120) 0 0 (550,372)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 35,577 $ 58,278 $ 40,595 $ 3,020