cdp-20260327

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 invited to participate in our 2026 Annual Meeting of Shareholders on May 14, 2026, at 9:30 a.m. Eastern Time. We will hold this year’s Annual Meeting virtually through an online webcast, which we believe provides each shareholder an opportunity to meaningfully participate in the Annual Meeting.

During the Annual Meeting, you will have the opportunity to vote on the matters noted below and to submit questions to the Trustees and senior management by visiting www.virtualshareholdermeeting.com/CDP2026. 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 Shareholders

TIME + DATE

PLACE

RECORD DATE

9:30 a.m. Eastern Time
on Thursday, May 14, 2026

Virtual Meeting
www.virtualshareholdermeeting.com/CDP2026

March 6, 2026

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 6, 2026.

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 2026 Annual Meeting, related rules of conduct and other materials for the 2026 Annual Meeting will be available at www.virtualshareholdermeeting.com/CDP2026.

Technical support will be available beginning at 9:00 a.m. Eastern Time on May 14, 2026, 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 Sustainability						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 5 Grants of Plan-Based Awards						39
Outstanding Equity Awards at December 31, 2025						40
Stock Vested in 202 5						41

CEO Pay Ratio						41
Pay V ersus 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 14, 2026						51
Questions + Answers						51
Non-GAAP Measure Definitions						56

Proxy Statement Summary

This summary highlights selected information about COPT Defense Properties (“COPT Defense” or the “Company”) contained in this proxy statement, but it does not contain all the information you should consider in making your vote. 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 30, 2026.

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	73	1999
STEPHEN E. BUDORICK President + Chief Executive Officer	65	2016
PHILIP L. HAWKINS	70	2014
LETITIA A. LONG	67	2020
ESSYE B. MILLER	62	2022
RAYMOND L. OWENS	67	2021
C. TAYLOR PICKETT	64	2013
LISA G. TRIMBERGER	65	2017

Chair

Member


			2026 Proxy Statement			1

Proxy Statement Summary

2025 BUSINESS HIGHLIGHTS

95% leased /

94% occupied

557,000

square feet of

vacancy leasing

78%

tenant retention

rate

468,000

square feet placed in service

498,000

square feet in new development capital commitments

142,000

square foot strategic operating property acquisition

$1.34

diluted earnings per share

$2.72

diluted FFO per share, as adjusted for comparability

Our 2025 business highlights included:

•strong occupancy and leased rates, vacancy leasing and tenant retention driven by strong demand for space across our Defense/IT Portfolio sub-segments and unique advantages associated with our Defense/IT strategy;

•continued growth through development, with three fully-leased properties placed in service and new capital commitments to develop four properties, three of which were fully pre-leased;

•strategic acquisition of a fully-leased operating property in one of our existing supply-constrained Defense/IT Portfolio submarkets;

•successful closing on three new financings, which pre-funded the repayment at maturity of a bond in March 2026 and provided additional liquidity to fund our external growth;

•growth in results of operations due primarily to increased rental and occupancy rates in our Same Property portfolio and from external growth in our portfolio, including newly-developed properties placed in service and property acquisitions; and

•strong liquidity and financial position at year end, with 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 exceed all but one of the objectives established in its 2025 corporate scorecard used under our executive compensation program, as described below under “Compensation Discussion and Analysis.”


2			COPT Defense Properties

Proxy Statement Summary

ANNUAL SHAREHOLDER SAY-ON-PAY VOTES


SHAREHOLDER SUPPORT						Shareholders will have the opportunity at our 2026 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 2025 Annual Meeting of Shareholders, our shareholders overwhelmingly approved our say-on-pay proposal, casting 96.4% 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.

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 2025, we held approximately 90 meetings, either in person or virtually, amounting to approximately 245 touchpoints with investors and sell-side analysts. We participated in seven real estate conferences throughout 2025, sponsored by Nareit, Citi, Wells Fargo, Evercore ISI, BofA Securities, and Jefferies. In addition, to deepen our investors’ understanding of the Company and our assets, we hosted 12 property tours, amounting to approximately 45 additional touchpoints with investors and sell-side analysts. These tours were an effective means of communicating to investors and analysts how our strategy provides a distinct competitive advantage, which includes our unique and advantaged land positions, expertise in developing and operating secured, specialized space, credentialed workforce and long-standing customer relationships.


			2026 Proxy Statement			3

Proxy Statement Summary

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 2025.

Frequently discussed topics through our shareholder outreach include:

•outlook for the 2026 fiscal year’s U.S. Department of Defense budget and implications for tenant demand;

•leasing environment;

•market fundamentals such as supply, demand, and price;

•progress towards vacancy and investment leasing goals;

•external growth opportunities from development and acquisitions;

•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 11th consecutive year.
						Reported information with respect to the Company’s risks and emissions data to align with applicable frameworks under both Task Force on Climate-related Financial Disclosures, Sustainability Accounting Standards Board, and Global Reporting Initiative.
						Recognized by Newsweek as one of America’s Most Responsible Companies in 2025, based on 2024 data, in the Real Estate and Housing Industry.
						Accelerated the completion of our Corporate Sustainability Report to facilitate publishing in advance of the Annual Shareholder meeting, improving insight into how we address sustainability issues.


4			COPT Defense Properties

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

Proposal

ELECTION OF EIGHT TRUSTEES

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 our eight 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.

Our Board represents a mix of members whose varied tenure with the Company and experiences provides an in-depth historical knowledge of our business and insights from a variety of experiences relevant to public companies and our tenants. 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 to ensure we maintain the right mix of experience and skills appropriate for the Company’s strategy and risk management. 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 and periodic refreshment, we believe that our Board is well positioned for the future.


			2026 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: 73

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 DEFENSE 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


			2026 Proxy Statement			7

Proposal 1 - Election of Trustees

Stephen E. Budorick

Age: 65

Trustee Since: 2016

BACKGROUND

COPT Defense Properties

•President + Chief Executive Officer (“CEO”) (2016-Present)

•Executive Vice President + Chief Operating Officer (“COO”) (2011-2016)

Callahan Capital Partners, LLC

•Executive Vice President of Asset Management (2006-2011)

Trizec Properties, Inc.

•Executive Vice President Central Region (1997-2006)

Miglin Beitler Management Company

•Executive Vice President (1991-1997)

Lasalle Partners, Ltd. (now known as Jones Lang LaSalle, Inc.)

•Vice President Asset Management (1988-1991)

American Hospital Association

•Facilities management and planning (1983-1988)

EDUCATION

•BS in Industrial Engineering—University of Illinois

•MBA—University of Chicago

COPT DEFENSE BOARD SERVICE

Mr. Budorick’s experience as our President + CEO and his prior experience as our COO, as well as his depth of both operational and financial expertise, make him highly qualified to serve as a valued member of our Board. In his role as CEO, Mr. Budorick is a critical link between the Board and management. His experience at initiating and implementing strategic initiatives and continued engagement in the commercial real estate community are valuable assets to the Board.

PRESIDENT + CEO
SINCE MAY 2016

COMMITTEES
None

Skills and Qualifications

Executive Leadership

Financial Literacy/ Accounting

Finance/Capital Markets

Risk Management

Corporate Governance

Real Estate Investment

Strategic Planning + Leadership

Philip L. Hawkins

Age: 70

Independent Trustee Since: 2014

BACKGROUND

DCT Industrial Trust (formerly NYSE: DCT)

•President and Chief Executive Officer (2006-2018)

CarrAmerica Realty Corporation (formerly NYSE: CRE)

•Various positions, including President and Chief Operating Officer (1996-2006)

LaSalle Partners, Ltd. (now known as Jones Lang LaSalle, Inc.)

•Various senior executive positions in real estate investment, development, leasing and management (1982-1996)

OTHER PUBLIC COMPANY BOARDS

Former (past 5 years)

•Prologis Inc. (NYSE: PLD)

•Welltower (NYSE: WELL)

OTHER EXPERIENCE

Hamilton College

•Trustee (2012-Present)

Link Logistics Real Estate

•Executive Chairman (2020-2025)

Pure Industrial

•Board Member (2022-Present)

Washington Prime Group (formerly NYSE: WPG)

•Board Member (2022-2025)

EDUCATION

•BA in Economics—Hamilton College

•MBA—University of Chicago

COPT DEFENSE BOARD SERVICE

Mr. Hawkins’ lengthy real estate career and current and past executive positions, both in the office and industrial sectors, with publicly-traded companies, qualifies him to provide an experienced perspective on our strategic initiatives, to assess capital allocation and other investment decisions, as well as to evaluate compensation matters. In addition, Mr. Hawkins’ extensive public company board service enhances the insights he brings as a Board member.

COMMITTEES

Compensation,
Investment (Chair)

Skills and Qualifications

Executive Leadership

Public Company Board Service

Financial Literacy/ Accounting

Finance/Capital Markets

Real Estate Investment

Strategic Planning + Leadership


8			COPT Defense Properties

Proposal 1 - Election of Trustees

Letitia A. Long

Age: 67

Independent Trustee Since: 2020

BACKGROUND

US Government

•Director, National Geospatial-Intelligence Agency (2010-2014)

•Deputy Director, Defense Intelligence Agency (“DIA”) (2006-2010)

•Deputy Undersecretary of Defense for Intelligence (2003-2006)

•Deputy Director, Naval Intelligence (2000-2003)

•Various positions with US Intelligence (1978-2000)

OTHER PUBLIC COMPANY BOARDS

Current

•T-Mobile US, Inc. (NASDAQ: TMUS)

•Parsons Corporation (NYSE: PSN)

Former (past 5 years)

•Raytheon Company (NYSE: RTX)

•Urthecast (TSX: UR)

•Chain Bridge I (SPAC)

OTHER EXPERIENCE

Noblis, Inc.

•Vice Chair of the Board of Trustees

Virginia Polytechnic Institute and State University

•Virginia Tech Board of Visitors

EDUCATION

•BS in Electrical Engineering—Virginia Polytechnic Institute and State University

•MS in Engineering—Catholic University of America

COPT DEFENSE BOARD SERVICE

Ms. Long’s experience working in Director-level positions within the U.S. Department of Defense and multiple intelligence agencies, as well as her experience as a public company board member, positions her to contribute to our strategy, governance matters and risk management.

COMMITTEES

Audit, Nominating and Corporate Governance (Chair)

Skills and Qualifications

SEC Form DEF 14A filed by COPT Defense Properties