COPT DEFENSE PROPERTIES

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.

TRUSTEE NOMINEES

2024 BUSINESS HIGHLIGHTS

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

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:

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;

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.