🧾 What This Document Is

This is a DEF 14A (Proxy Statement) filed with the SEC for COPT Defense Properties (CDP). It’s an official notice and information packet for shareholders ahead of the 2026 Annual Meeting. Think of it as the company’s “agenda and briefing book” for shareholders to vote on key issues.

👉 Why it matters: Shareholders use this to decide who runs the company (Board elections), how executives are paid, and who audits the books. It’s your voice as an owner.

📅 Key Date: The meeting is May 14, 2026, at 9:30 a.m. Eastern Time, held virtually at www.virtualshareholdermeeting.com/CDP2026.

🏢 What The Company Does

👉 In simple terms: COPT Defense Properties owns, operates, and develops office properties near U.S. defense installations and missions. Their tenants are mainly the U.S. Government and defense contractors needing high-security, mission-critical spaces. They focus on a niche called the “Defense/IT Portfolio” — which performs differently from typical office real estate.

Why it’s unique: Unlike traditional office REITs, their success isn’t tied to general market trends but to defense budgets and national security priorities.

🗳️ What Shareholders Are Voting On

Three main proposals:

Election of 8 Trustees (the Board of Directors)
- Board recommendation: Vote FOR each nominee.
- Trustees are elected annually; majority vote required.
Advisory Vote on Executive Compensation (“Say-on-Pay”)
- This is a non-binding vote to approve how top executives are paid.
- Last year: 96.4% of shareholders approved.
- Board recommendation: Vote FOR.
Ratification of Auditor (PricewaterhouseCoopers LLP / “PwC”)
- Standard yearly approval of the accounting firm.
- Board recommendation: Vote FOR.

💰 2025 Business Highlights

The company had a strong year:

Occupancy & Leasing:
- 94.0% occupied / 95.3% leased overall
- Defense/IT Portfolio: 95.5% occupied / 96.5% leased
- Leased 557,000 sq ft of vacant space
- Retained 78% of tenants
Growth:
- Placed 468,000 sq ft of new development into service
- Committed to 498,000 sq ft of new development
- Acquired a 142,000 sq ft fully leased property
Financial Results:
- Diluted EPS: $1.34
- FFO per share (adjusted): $2.72 (up 5.8% from 2024)
- Increased quarterly dividend by 3.4%

👉 Why it matters: These results exceeded their internal goals and drove strong shareholder returns compared to peers.

💼 Executive Compensation Summary

Compensation is designed to be performance-based and aligned with shareholder interests:

Base Salary: Fixed pay (increased in 2025: CEO to $800K, COO to $455K, CFO to $540K)
Annual Incentive Award (AIA): Cash bonus based on hitting yearly scorecard targets.
- 2025 payout: 150% of target (max allowed)
- CEO’s bonus: $1.68M (210% of salary)
Long-Term Incentive Awards (LTIP): Equity grants (60% performance-based, 40% time-based).
- 60% tied to 3-year Total Shareholder Return (TSR) vs. peers
- Recent performance: Max payout (200%) for 5 consecutive periods

CEO Pay Mix: ~67% variable/at-risk (tied to performance)
Say-on-Pay Support: 96.4% approval at 2025 meeting

👥 Board of Trustees Nominees

Eight nominees, all independent except the CEO:

Robert L. Denton, Sr. – Chairman (age 73, since 1999)
Stephen E. Budorick – President & CEO (65, since 2016)
Philip L. Hawkins (70, since 2014)
Letitia A. Long (67, since 2020)
Essye B. Miller (62, since 2022)
Raymond L. Owens (67, since 2021)
C. Taylor Pickett (64, since 2013)
Lisa G. Trimberger (65, since 2017)

Committee Roles: Each serves on committees like Audit, Compensation, Nominating & Governance, and Investment.

🌍 Sustainability & Governance Highlights

Environmental:

11 consecutive years of GRESB “Green Star” rating
Focus on LEED-certified buildings, energy efficiency, and climate risk reporting (TCFD, SASB)

Social:

Core values = “actiiVe” (Accountability, Commitment, Teamwork, Integrity, Innovation, Value Creation, Excellence)
Employee safety, training, and community involvement (e.g., “Donate 8” volunteer program)

Governance:

Independent Board & committees
Annual elections, majority voting, no poison pill
Risk oversight: Board reviews enterprise risks, including cybersecurity

📈 What This Signals for Investors

Strengths:
👍 Stable, government-linked tenant base — less tied to economic cycles
👍 Strong execution — exceeded 2025 operating & financial goals
👍 Compensation aligned with performance — executives paid for results
👍 Consistent shareholder returns — TSR outperforms office REIT peers

Risks:
⚠️ Dependence on U.S. defense spending — budget cuts could impact demand
⚠️ Concentration in one sector — less diversification than traditional REITs
⚠️ Office market headwinds — remote work trends could pressure leasing long-term

🧠 The Analogy

Think of COPT Defense as the “special ops” of real estate. While most office landlords are fighting in crowded, competitive markets, CDP operates in a niche — building and managing secured bases for defense and intelligence missions. Their tenants aren’t just any companies; they’re mission-critical players with high-security needs. This means steadier demand, higher switching costs, and performance that marches to its own drum — much like a specialized unit in the military.

📇 Key Contacts & People

Executive Officers:

Stephen E. Budorick – President & CEO
Britt A. Snider – Executive VP & COO
Anthony Mifsud – Executive VP & CFO
David L. Finch – VP, General Counsel & Secretary

Investor Relations:

Use the company’s main IR contact (not listed in excerpt, but typically found on their website).

Board Chair:

Robert L. Denton, Sr. – Chairman of the Board

🧩 Final Takeaway

COPT Defense Properties is a focused, well-run defense real estate company that rewards executives for hitting clear goals and returns capital to shareholders. If you believe in sustained U.S. defense and intelligence spending, this is a unique way to play that theme through real estate. Just watch the risks tied to government budgets and office market trends.

COPT DEFENSE PROPERTIES — DEF 14A Filing