cdp-20250331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

COPT DEFENSE PROPERTIES

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Message from our President +
Chief Executive Officer

Dear Fellow Shareholders,

You are cordially invited to attend our 2025 Annual Meeting of Shareholders to be held on May 20, 2025, at 9:30 a.m. Eastern Time. To ensure that each shareholder has an opportunity to participate in the Annual Meeting regardless of where they live or the number of shares they own, we will hold this year’s Annual Meeting virtually through an online webcast.

You will be able to attend the Annual Meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/CDP2025. The notice of Annual Meeting and proxy statement accompanying this letter contain further information about the meeting, including the different methods you can use to vote your proxy and how to participate in the meeting.

At this year’s meeting, you will be asked to vote on the following:

>election of eight people to our Board of Trustees;

>approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement for this meeting; and

>ratification of PricewaterhouseCoopers LLP’s appointment as our independent registered public accounting firm for the current fiscal year.

Thank you for your continued support of COPT Defense Properties, and I encourage you to participate in our Annual Meeting.


Stephen E. Budorick President + Chief Executive Officer

Notice of Annual Meeting
of Stockholders

TIME + DATE

PLACE

RECORD DATE

9:30 a.m. Eastern Time
on Tuesday, May 20, 2025

Virtual Meeting
www.virtualshareholdermeeting.com/CDP2025

March 7, 2025

Items of Business

Board Recommendation

How to Vote

Elect eight Trustees.

Internet
www.proxyvote.com

Approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for this meeting.

Tablet or Smartphone
Scan the QR code on your proxy card, notice of internet availability of proxy materials or voting instruction form to vote with your mobile device.

Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the current fiscal year.

Telephone
1-800-690-6903
Call toll-free 24/7

Transact any other business properly brought before the Annual Meeting.

Mail
Complete, sign and date your proxy card and return it in the postage-paid envelope provided.

You may vote on these proposals if you were a shareholder of record at the close of business on March 7, 2025.

For information about how to attend and vote at the meeting, see “Questions and Answers—How do I attend the meeting and vote?” in the proxy statement accompanying this notice. Additional information regarding the ability of shareholders to ask questions during the 2025 Annual Meeting, related rules of conduct and other materials for the 2025 Annual Meeting will be available at www.virtualshareholdermeeting.com/CDP2025.

Technical support will be available beginning at 9:00 a.m. Eastern Time on May 20, 2025, through the conclusion of the Annual Meeting by contacting Broadridge at the phone number that will be provided on the website for the virtual meeting.

By order of the Board of Trustees,

David L. Finch
Vice President, General Counsel + Secretary

YOUR VOTE IS IMPORTANT.

Please consider the issues presented in this Proxy Statement and vote your shares as promptly as possible.

Table of Contents


						Page Number
Proxy Statement Summary						1
Proposal 1—Election of Trustees						5
Our Board of Trustees						12
Company’s Commitment to Sus tainability						19
Our Executive Officers						22

Proposal 2—Advisory Vote to Approve Executive Compensation						22
Compensation Committee Interlocks and Insider Participation						23
Report of the Compensation Committee						23
Compensation Discussion and Analysis						24
Compensation + Risk						38
Summary Compensation Table						38
All Other Compensation						39
202 4 Grants of Plan-Based Awards						39
Outstanding Equity Awards at December 31, 202 4						40
Stock Vested in 202 4						41

CEO Pay Ratio						41
Pay-versus-Performance						41
Potential Payments on Termination, Change in Control, Death or Disability						44

Equity Compensation Plan Information						46
Proposal 3 —Ratification of the Appointment of Independent Auditor						47
Independent Registered Public Accounting Firm						47
Report of the Audit Committee						48
Code of Ethics; Review and Approval of Related Party Transactions						49
Share Ownership of our Trustees, Executive Officers and 5% Beneficial Owners						50
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 20 , 20 25						51
Questions + Answers						51
N on-GAA P Measure Definitions						56

Proxy Statement Summary

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement before you vote. This proxy statement is being made available to shareholders on or about March 31, 2025.

SHAREHOLDERS WILL BE VOTING ON THE FOLLOWING MATTERS:

Agenda Item

Voting Recommendation

More Information

Election of eight Trustees.

FOR EACH NOMINEE

Page 5

Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement for this meeting.

FOR

Page 22

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

FOR

Page 47

TRUSTEE NOMINEES


			Board Committees
	Age	Trustee Since	Audit	Compensation	Investment	Nominating and Corporate Governance
ROBERT L. DENTON, SR. Chairman of the Board	72	1999
STEPHEN E. BUDORICK President + Chief Executive Officer	64	2016
PHILIP L. HAWKINS	69	2014
LETITIA A. LONG	66	2020
ESSYE B. MILLER	61	2022
RAYMOND L. OWENS	66	2021
C. TAYLOR PICKETT	63	2013
LISA G. TRIMBERGER	64	2017

Chair

Member


			2025 Proxy Statement			1

Proxy Statement Summary

2024 BUSINESS HIGHLIGHTS

95% leased /

94% occupied

86%

tenant retention

rate

500,000

square feet of

vacancy leasing

282,000

operating square feet acquired through new investments

399,000

square feet placed in service,

with 606,000 square

feet under development

at year end

$1.23

diluted earnings per share

6% increase

in diluted FFO per share, as adjusted for comparability

Our 2024 business highlights included:

>strong occupancy and leased rates, tenant retention and vacancy leasing driven by continued demand for space across our Defense/IT Portfolio sub-segments;

>our first operating property acquisitions in nine years, which we completed to provide space needed to service existing demand in two highly-leased Defense/IT Portfolio sub-segments;

>continued growth through development, with three properties placed in service and four under development at year end, including two on which we commenced development during the year;

>growth in results of operations driven in large part by increased income from newly-developed properties placed in service and from increased rental and occupancy rates in our Same Property portfolio; and

>strong liquidity and financial position at year end, with most of the borrowing capacity available under our Revolving Credit Facility and the ability to fund the equity portion of our investing activities with cash flow from operations for the foreseeable future.

These highlights positioned the Company to meet or exceed virtually all of the objectives established in its 2024 corporate scorecard used under our executive compensation program, as described below under “Compensation Discussion and Analysis.”

ANNUAL SHAREHOLDER SAY-ON-PAY VOTES


Shareholder Support			Shareholders will have the opportunity at our 2025 Annual Meeting of Shareholders to cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement, which is referred to as a “say-on-pay proposal.” At our 2024 Annual Meeting of Shareholders, our shareholders overwhelmingly approved our say-on-pay proposal, casting 96.9% of the votes in favor of the proposal. Our Compensation Committee believes that our shareholders’ continued substantial approval indicates strong support for our approach to executive compensation. The Committee considers shareholder feedback and the outcome of our shareholder say-on-pay proposal votes when making future NEO compensation decisions.


2			COPT Defense Properties

Proxy Statement Summary

COMPENSATION HIGHLIGHTS

We design our compensation programs to link executive compensation to annual financial results and long-term total shareholder return (“TSR”). Our executive compensation program is designed to:

>align pay to performance;

>be commensurate to the compensation levels of executives performing similar responsibilities for an appropriate group of peer companies; and

>provide an appropriate balance between the various components of our executives’ compensation.

Our executive compensation includes:

>base salary as the fixed component intended to attract and retain executives;

>annual incentive award (“AIA”) cash bonuses that are formulaic and based on achievement of objectives established at the beginning of each year, approved by the Compensation Committee, and set forth in our annual corporate scorecard; and

>annual long-term equity incentive plan (“LTIP”) awards.

The compensation of our NEOs is predominantly performance-based, including AIAs and LTIP awards that are subject to objective performance thresholds, as reflected in the graphic below:

AIAs

100% of NEO AIAs are formulaic and based on achievement of established corporate objectives.

LTIP Awards

60% of NEO LTIP awards are performance-based, with payout tied to the TSR of our common shares for a three-year period, and 40% are time-based awards.

SHAREHOLDER OUTREACH

We place a high value on our Investor Relations function, as we routinely engage with existing and prospective shareholders and sell-side analysts in a variety of forums throughout the year.

In 2024, we held over 90 meetings, either in person or virtually, amounting to approximately 275 touchpoints with investors and sell-side analysts. We participated in six real estate conferences throughout 2024, sponsored by Nareit, Citi, Evercore ISI, Bank of America, and Jefferies. In addition, we participated in five non-deal roadshows with equity and fixed-income investors. These road shows were a combination of in-person and virtual meetings. To deepen our investors’ understanding of the Company and our assets, we hosted multiple property tours with shareholders and sell-side analysts. These tours provided an effective tool to communicate to analysts and investors key aspects of our competitive advantage, including our unique and advantaged land positions, expertise in developing and operating secured, specialized space and long-standing customer relationships.

We believe that our engagement efforts have been well received, as we were one of six companies nominated by IR Magazine for best in sector for real estate in 2024.

Frequently discussed topics through our shareholder outreach include:

>outlook for the 2025 fiscal year’s U.S. Department of Defense budget and implications for tenant demand;

>leasing environment;

>market rent growth;

>progress towards vacancy and investment leasing goals;

>external growth opportunities from development and acquisitions;


			2025 Proxy Statement			3

Proxy Statement Summary

>sources and uses of capital;

>capital markets risk and exposure;

>financial position; and

>earnings and dividends growth outlook.

SUSTAINABILITY

As further detailed in the section below entitled “Company’s Commitment to Sustainability,” we remain committed to maintaining and enhancing our sustainable development and building operations programs, thereby creating a more resilient and efficient portfolio that benefits our tenants and our shareholders. Our governance structure positions the Board to provide oversight with respect to the Company’s environmental risks and opportunities.


						Recent Achievements
						Received Green Star recognition from GRESB for the 10th consecutive year.
						In 2019, we set Environmental Goals to be achieved by 2025 with respect to reducing our energy use intensity and Scope 1 and Scope 2 GHG Emissions and to maintain our water use intensity. We achieved those reduction goals ahead of our 2025 target date.
						Reported information with respect to the Company’s risks and emissions data to align with applicable frameworks under both SASB and Global Reporting Initiative.
						Recognized by Newsweek as one of America’s Most Responsible Companies in 2024 based on 2023 data, ranking in the top 30 in the Real Estate and Housing Industry.


4			COPT Defense Properties

Proposal

ELECTION OF EIGHT TRUSTEES

Our Board
recommends
a vote FOR
each of the
eight Trustee
nominees.

Our Bylaws provide for the annual election of Trustees at the Annual Meeting of Shareholders. Our Board, at the recommendation of its Nominating and Corporate Governance Committee, has nominated eight of our current Trustees for election at the Annual Meeting. Each nominee has agreed to serve a one-year term. If any nominee is unable to stand for election, the Board may provide for a lesser number of Trustees or designate a substitute. In the latter event, shares represented by proxies will be voted for a substitute nominee.

1.Robert L. Denton, Sr.

4.Letitia A. Long

7.C. Taylor Pickett

2.Stephen E. Budorick

5.Essye B. Miller

8.Lisa G. Trimberger

3.Philip L. Hawkins

6.Raymond L. Owens

Vote Required

In an uncontested election, to be elected to the Board, a nominee for Trustee must receive the affirmative vote of the majority of the votes cast for and against such nominee. The majority voting standard does not apply in contested elections. Broker non-votes, if any, and abstentions will not be treated as votes cast for or against the election of a nominee for Trustee and will have no effect on the outcome of the vote. Additional information with respect to voting procedures and the election of the Trustees are available in the Questions and Answers section of this proxy statement. Pursuant to our Corporate Governance Guidelines, the term of Thomas F. Brady, a member of the Board of Trustees since 2002, will expire on May 20, 2025 at the Annual Meeting, and he will not stand for re-election.

SNAPSHOT OF TRUSTEE NOMINEES

BOARD QUALIFICATIONS, TENURE AND REFRESHMENT

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills, and experience. The specific experience, qualifications, attributes and skills that led the Board to nominate Trustees for election are set forth in the summary biographical information below. Each year, the Board evaluates whether it has the right mix of skills and perspectives to provide oversight to the Company and whether it is the right size to effectively perform its duties. When appropriate, we refresh our Board, as exemplified by the nomination of three new Trustees in the last five years. We believe this activity aligns the Board’s composition to our long-term strategy and broadens its perspectives to enhance its performance. Through continued Trustee succession planning, development and periodic refreshment, we believe that our Board is well positioned for the future.


			2025 Proxy Statement			5

Proposal 1 - Election of Trustees

Trustee Skills and Experience

Robert L. Denton, Sr.

Stephen E. Budorick

Philip L. Hawkins

Letitia A. Long

Essye B. Miller

Raymond L. Owens

C. Taylor Pickett

Lisa G. Trimberger

Executive Leadership

Public Company Board Service

Financial Literacy/Accounting

Finance/Capital Markets

Risk Management

Corporate Governance

Real Estate Investment

Strategic Planning + Leadership

Technology/Cybersecurity Experience

Government/Regulatory Affairs

Audit Committee Financial Expert


6			COPT Defense Properties

Proposal 1 - Election of Trustees

BIOGRAPHICAL INFORMATION

Set forth below is certain biographical information with respect to the nominees for election as Trustees, including professional experience, Board Committee memberships, skills and qualifications.

Robert L. Denton, Sr.

Age: 72

Independent Trustee Since: 1999

BACKGROUND

The Shidler Group

>Managing Partner—New York (1994-2013)

Providence Capital, Inc.

>Co-Founder and Managing Director (1991-1994)

Jefferies Group LLC (f/k/a Jefferies & Co.)

>Co-Head Mergers and Acquisitions (1987-1991)

Pacific Equity Ltd.

>Head of Investment Research (1985-1987)

Booz Allen & Hamilton, Inc.

>Consulting-Principal (1980-1985)

OTHER EXPERIENCE

Co-Founder of several organizations sponsored by The Shidler Group, including:

>COPT Defense Properties (NYSE: CDP)

>First Industrial Realty Trust, Inc. (NYSE: FR)

>Primus Guaranty, Ltd. (formerly NYSE: PRS)

Structured execution of initial public offering for TriNet Corporate Realty Trust (formerly NYSE: TRI)

Co-Inventor: Business process patent to create, price and manage electronic trading and distribution of credit risk transfer products (U.S. Pat. Appl. 20020055897)

EDUCATION

>BS in Economics—University of Pennsylvania

>MBA—Wharton School of the University of Pennsylvania

COPT BOARD SERVICE

Mr. Denton’s extensive real estate, financial, and consulting career, including as a senior executive in a well-known private real estate investment and acquisition company, enables him to provide meaningful insight and leadership into our strategic initiatives, with specific focus on the analysis of our proposed investment, development and capital market initiatives. His professional experience and history with the Company, including being the former chair of the Nominating and Corporate Governance and Investment Committees, make Mr. Denton ideally suited to be our Chairman of the Board.

CHAIRMAN OF THE BOARD SINCE JANUARY 2024

COMMITTEES

Audit, Investment,
Nominating and Corporate Governance

Skills and Qualifications

Public Company Board Service

Financial Literacy/
Accounting

Finance/Capital Markets

Corporate Governance

Real Estate Investment

Strategic Planning + Leadership

Audit Committee Financial Expert


			2025 Proxy Statement			7

Proposal 1 - Election of Trustees

Stephen E. Budorick

Age: 64

Trustee Since: 2016

SEC Form DEF 14A filed by COPT Defense Properties