Sector: Real Estate
COPT DEFENSE PROPERTIES · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Trustees
Trustee since 1999 with extensive real estate, finance, and capital markets experience; CDP's 3-year TSR of +59.4% outperforms the peer group median by +44.6pp, well below the 50pp threshold required to trigger a vote against, and the ^FNER benchmark gap of +51.2pp also falls below the 65pp ETF threshold; no overboarding, attendance, or independence concerns.
Serves as President and CEO and has been a trustee since 2016; under his leadership CDP's 3-year TSR of +59.4% outperforms the peer group median by +44.6pp, below the 50pp trigger threshold, and outperforms the ^FNER benchmark by +51.2pp, below the 65pp ETF threshold; no performance, overboarding, or independence concerns apply.
Trustee since 2014 with deep real estate operating experience as a former public company CEO; TSR performance does not trigger a vote against under either the peer group or ^FNER benchmark; holds outside board seats at Pure Industrial and formerly Washington Prime Group but does not reach the four-board overboarding threshold.
Trustee since 2020 with senior U.S. government intelligence and cybersecurity leadership experience highly relevant to CDP's defense-focused business; TSR performance does not trigger a vote against; holds two current outside public board seats (T-Mobile and Parsons), below the four-board overboarding threshold.
Trustee since 2022 with extensive government cybersecurity and information technology experience relevant to CDP's defense tenant base; joined within approximately four years ago so TSR trigger is assessed proportionally — performance does not trigger a concern; no overboarding or attendance issues.
Trustee since 2021 with a lengthy career in real estate capital markets at publicly traded companies; TSR performance does not trigger a vote against; no overboarding, attendance, or independence concerns identified.
Trustee since 2013 and sitting CEO of Omega Healthcare Investors (NYSE: OHI); as a sitting CEO he is permitted only one outside public board seat under policy — he holds one seat at CDP and no other disclosed outside public company boards, so the overboarding rule for sitting CEOs is not triggered; TSR performance does not trigger a vote against; CPA background adds financial expertise to the compensation committee.
Trustee since 2017 with Big Four audit partner background providing strong financial and audit oversight expertise; holds two outside public board seats (EPR Properties and Luxfer Holdings), below the four-board threshold; TSR performance does not trigger a vote against; serves as Audit Committee chair and qualifies as an audit committee financial expert.
All eight nominees receive a FOR vote. CDP's 3-year total shareholder return of +59.4% outperforms the company's disclosed compensation peer group median by +44.6 percentage points, which is below the 50pp threshold required to trigger a vote against in the strong-positive-TSR tier, and outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +51.2pp, below the 65pp ETF fallback threshold. No director has overboarding issues, attendance failures, independence concerns, or familial relationships with senior management. The board includes two audit committee financial experts, maintains full committee independence, and has a separate independent chairman and CEO.
CEO
Stephen E. Budorick
Total Comp
$7,582,340
Prior Support
96.4%%
The CEO's total reported compensation of approximately $7.6 million is consistent with expectations for a CEO of a $3.6 billion market cap specialty REIT, and the program structure is well-designed: approximately 67% of the CEO's pay is variable, with 60% of long-term equity awards tied to three-year relative total shareholder return performance versus the Nareit Office Sector Index and 40% in time-based retention awards — easily satisfying the policy requirement that at least 50-60% of senior executive pay be performance-based. Pay-for-performance alignment is strong: CDP's TSR ranked at the 86th percentile versus the Nareit Office Sector Index peer group for the 2023-2025 performance period, resulting in maximum payouts on performance stock awards, which is directly earned and appropriate given that shareholders received a 59.4% three-year total return well above the peer group median. Annual cash bonuses are fully formulaic with pre-set corporate objectives (not discretionary), a meaningful clawback policy meeting Dodd-Frank requirements is in place, and shareholders gave the program 96.4% approval at the 2025 annual meeting, indicating very strong ongoing shareholder support.
Auditor
PricewaterhouseCoopers LLP
Tenure
29 yrs
Audit Fees
$2,016,605
Non-Audit Fees
$456,349
PwC has served as CDP's auditor since 1997, giving it approximately 29 years of tenure, which exceeds the 25-year threshold that would normally trigger a vote against. However, the proxy provides specific and meaningful mitigating factors: the audit committee conducted a thorough multi-factor evaluation of PwC's continued engagement, PCAOB-mandated lead partner rotation every five years is in place (which refreshes the key personnel relationship), all services are pre-approved by the audit committee, and the committee explicitly considered audit quality metrics, PCAOB inspection reports, and fee appropriateness in deciding to retain PwC. The non-audit fee ratio — combining audit-related fees of $78,699 and tax fees of $377,650 for total non-audit fees of $456,349 against audit fees of $2,016,605 — is approximately 22.6%, well below the 50% threshold that would raise independence concerns. PwC is a Big Four firm fully appropriate for a $3.6 billion market cap REIT. Given the combination of a credible audit committee rationale, mandatory partner rotation, and a non-audit fee ratio far below the policy threshold, the tenure concern is sufficiently addressed to support ratification.
The 2026 COPT Defense Properties annual meeting presents a straightforward ballot with three proposals. All eight trustee nominees receive a FOR vote based on CDP's strong stock performance — a 59.4% three-year total return that outperforms both the company's compensation peer group and the ^FNER (FTSE NAREIT All Equity REITs Index) by comfortable margins below policy trigger thresholds — and no overboarding, attendance, or independence concerns. The Say on Pay and auditor ratification proposals also receive FOR votes: the executive compensation program is well-structured with strong performance linkage and 96.4% prior-year shareholder support, and while PwC's 29-year tenure exceeds the standard threshold, the audit committee has provided credible specific justification including mandatory partner rotation and a thorough annual evaluation process, and non-audit fees represent only 22.6% of audit fees.
14 companies disclosed in 2026 proxy filing
