Share-Based Compensation and Other Compensation Matters (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Reporting for Share-Based Compensation Cost |
The table below sets forth our reporting for share based compensation cost (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
2025 |
|
2024 |
|
2023 |
| General, administrative, leasing and other expenses |
|
$ |
10,150 |
|
|
$ |
9,031 |
|
|
$ |
7,255 |
|
| Property operating expenses |
|
1,543 |
|
|
1,412 |
|
|
1,289 |
|
| Capitalized to development activities |
|
694 |
|
|
525 |
|
|
576 |
|
| Share-based compensation cost |
|
$ |
12,387 |
|
|
$ |
10,968 |
|
|
$ |
9,120 |
|
|
| Schedule of Restricted Share and TB-PIU Activity |
The following table summarizes restricted shares activity under our share-based compensation plan for 2023, 2024 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Weighted Average Grant Date Fair Value |
Unvested as of December 31, 2022 |
|
325,083 |
|
|
$ |
26.27 |
|
| Granted |
|
220,336 |
|
|
$ |
25.38 |
|
| Forfeited |
|
(39,474) |
|
|
$ |
26.03 |
|
| Vested |
|
(152,490) |
|
|
$ |
26.09 |
|
Unvested as of December 31, 2023 |
|
353,455 |
|
|
$ |
25.82 |
|
| Granted |
|
184,477 |
|
|
$ |
25.58 |
|
| Forfeited |
|
(25,152) |
|
|
$ |
26.20 |
|
| Vested |
|
(159,766) |
|
|
$ |
25.85 |
|
Unvested as of December 31, 2024 |
|
353,014 |
|
|
$ |
25.65 |
|
| Granted |
|
260,034 |
|
|
$ |
27.28 |
|
| Forfeited |
|
(32,261) |
|
|
$ |
26.73 |
|
| Vested |
|
(146,033) |
|
|
$ |
25.63 |
|
Unvested as of December 31, 2025 |
|
434,754 |
|
|
$ |
26.56 |
|
Unvested shares as of December 31, 2025 that are expected to vest |
|
390,047 |
|
|
$ |
26.50 |
|
The following table summarizes TB-PIUs activity under our share-based compensation plan for 2023, 2024 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of TB-PIUs |
|
Weighted Average Grant Date Fair Value |
Unvested as of December 31, 2022 |
|
187,330 |
|
|
$ |
26.19 |
|
| Granted |
|
123,900 |
|
|
$ |
25.40 |
|
| Forfeited |
|
(27,182) |
|
|
$ |
26.46 |
|
| Vested |
|
(89,633) |
|
|
$ |
25.95 |
|
Unvested as of December 31, 2023 |
|
194,415 |
|
|
$ |
25.76 |
|
| Granted |
|
127,795 |
|
|
$ |
24.57 |
|
|
|
|
|
|
| Vested |
|
(98,271) |
|
|
$ |
25.63 |
|
Unvested as of December 31, 2024 |
|
223,939 |
|
|
$ |
25.14 |
|
| Granted |
|
123,250 |
|
|
$ |
27.11 |
|
|
|
|
|
|
| Vested |
|
(111,286) |
|
|
$ |
25.33 |
|
Unvested as of December 31, 2025 |
|
235,903 |
|
|
$ |
26.08 |
|
Unvested TB-PIUs as of December 31, 2025 that are expected to vest |
|
235,260 |
|
|
$ |
26.08 |
|
|
| Schedule of PB-PIU's Granted |
We made the following grants of performance-based equity in the form of either PB-PIUs or PSUs to certain senior management team members from 2021 through 2025 as based on the election of the grant recipients (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PB-PIUs |
|
PSUs |
| Grant Date |
|
Number of Awards Granted (200% of Target Award) |
|
|
|
|
|
Grant Date Fair Value |
|
Number of Awards Outstanding as of December 31, 2025 |
|
Number of Awards Granted (200% of Target Award) |
|
Grant Date Fair Value |
Number of Awards Outstanding as of December 31, 2025 |
| 1/1/2021 |
|
227,544 |
|
|
|
|
|
|
$ |
3,417 |
|
|
— |
|
|
— |
|
|
N/A |
— |
|
| 1/1/2022 |
|
231,838 |
|
|
|
|
|
|
$ |
3,810 |
|
|
— |
|
|
— |
|
|
N/A |
— |
|
| 1/1/2023 |
|
275,402 |
|
|
|
|
|
|
$ |
4,343 |
|
|
225,590 |
|
|
— |
|
|
N/A |
— |
|
| 1/1/2024 |
|
299,766 |
|
|
|
|
|
|
$ |
5,405 |
|
|
299,766 |
|
|
— |
|
|
N/A |
— |
|
| 1/1/2025 |
|
246,230 |
|
|
|
|
|
|
$ |
5,335 |
|
|
246,230 |
|
|
20,296 |
|
|
$ |
444 |
|
20,296 |
|
|
| Schedule of Payouts for Defined Performance Under PB-PIU |
The number of earned awards following the end of the performance period will be determined based on the percentile rank of COPT Defense’s total shareholder return (“TSR”) relative to a peer group of companies, as set forth in the following schedule:
|
|
|
|
|
|
|
|
|
| Percentile Rank |
|
Earned Award Payout % |
| 75th or greater |
|
200% of target award |
| 50th (target) |
|
100% of target award |
| 25th |
|
50% of target award |
| Below 25th |
|
0% of target award |
|
| Schedule of Assumptions Used in Monte Carlo Models for PB-PIUs |
The grant date fair value and certain of the assumptions used in the Monte Carlo models for the performance-based equity granted in 2023, 2024 and 2025 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date |
|
Grant Date Fair Value Per PB-PIU at Target-Level Award |
|
Grant Date Fair Value Per PSU at Target-Level Award |
Baseline Common Share Value |
|
Expected Volatility of Common Shares |
|
Risk-free Interest Rate |
| 1/1/2023 |
|
$ |
31.54 |
|
|
N/A |
$ |
25.94 |
|
|
35.0 |
% |
|
4.3 |
% |
| 1/1/2024 |
|
$ |
36.06 |
|
|
N/A |
$ |
25.63 |
|
|
25.9 |
% |
|
4.1 |
% |
| 1/1/2025 |
|
$ |
43.33 |
|
|
$ |
43.75 |
|
$ |
30.95 |
|
|
28.3 |
% |
|
4.5 |
% |
|
| Schedule of Deferred Shares Granted |
We made the following grants of deferred share awards to non-employee Trustees in 2023, 2024 and 2025 (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 |
| 2023 |
|
9,046 |
|
|
$ |
215 |
|
|
$ |
23.75 |
|
| 2024 |
|
8,796 |
|
|
$ |
217 |
|
|
$ |
24.66 |
|
| 2025 |
|
3,922 |
|
|
$ |
108 |
|
|
$ |
27.47 |
|
|