Anthony Mifsud
About Anthony Mifsud
Anthony Mifsud, 60, is Executive Vice President and Chief Financial Officer of COPT Defense Properties (CDP) since February 2015, after serving as SVP Finance & Treasurer (2011–2015) and joining CDP in 2007 as VP FP&A. Prior roles include Senior Vice President & Treasurer at Municipal Mortgage & Equity (MMA), Vice President, Financial Management at Enterprise Social Investment Corporation, various accounting and corporate finance positions at The Rouse Company (1990–2005; culminating as VP Finance in 1999–2005), and CPA/auditor at KPMG Peat Marwick . Under CDP’s pay-for-performance framework, Mifsud’s annual incentives are fully formulaic and tied to FFO/share, same-property cash NOI growth, leverage, leasing volume, and occupancy; LTIP awards are majority (60%) performance-based on 3-year TSR versus Nareit Office Sector peers, with consistent maximum payouts in recent cycles . CDP delivered rising FFO/share from 2020–2024 and strong TSR over 1-, 3-, and 5-year periods, underpinning high say‑on‑pay support (96.9% in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| COPT Defense Properties | EVP & CFO | Feb 2015–present | Finance leadership; capital markets; guidance; investor communications |
| COPT Defense Properties | SVP Finance & Treasurer | Jan 2011–Feb 2015 | Treasury, finance operations |
| COPT Defense Properties | VP, Financial Planning & Analysis | 2007–2011 | Corporate FP&A; budgeting; performance analytics |
| Municipal Mortgage & Equity (MMA) | SVP & Treasurer | Not disclosed | Corporate treasury and capital management |
| Enterprise Social Investment Corp. | VP, Financial Management | Not disclosed | Financial management responsibilities |
| The Rouse Company | Various roles; VP Finance | 1990–2005 (VP Finance 1999–2005) | Corporate finance leadership in major developer |
| KPMG Peat Marwick | CPA & Auditor | Not disclosed | Audit and accounting foundation |
External Roles
No public company directorships or committee roles disclosed for Mr. Mifsud .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $455,615 | $456,000 | $465,615 (paid) ; $466,000 (set for 2024) |
| Year-over-Year Increase | — | 0.0% | 2.2% |
All Other Compensation (primarily 401(k) match): $13,224 (2022), $13,200 (2023), $13,800 (2024) .
Performance Compensation
Annual Incentive Awards (AIA) – Structure and 2024 Corporate Scorecard
- AIA is 100% formulaic, based on corporate objectives approved at year-start; thresholds, targets, high and maximum levels are set per metric; aggregate outcome capped at 150% .
| Objective (Weight) | Threshold | Target | High | Maximum | Actual | Achievement % | Weighted Result % |
|---|---|---|---|---|---|---|---|
| FFO per share (30%) | $2.47 | $2.51 | $2.55 | $2.59 | $2.57 | 175.0% | 52.5% |
| Same Property cash NOI (10%) | 4.9% | 6.0% | 7.1% | 8.1% | 9.1% | 200.0% | 20.0% |
| Net Debt / in-place adj. EBITDA (10%) | 6.60x | 6.35x | 6.10x | 5.85x | 5.82x | 200.0% | 20.0% |
| Investment properties leased space (20%) | 250k sf | 350k sf | 450k sf | 550k sf | 285k sf | 67.6% | 13.5% |
| Vacant space leasing volume (20%) | 360k sf | 400k sf | 440k sf | 480k sf | 451k sf | 163.7% | 32.7% |
| Year-end occupancy (10%) | 92.5% | 93.5% | 94.5% | 95.5% | 94.2% | 135.0% | 13.5% |
| Calculated result | 152.3% | ||||||
| Final (cap) | 150.0% |
- AIA target (% of salary): CEO 140%; CFO 115%; COO 115% .
- Mifsud’s 2024 AIA: Base $466,000; Target 115%; Achievement 150%; Actual payout $803,850 (172.5% of salary) .
Long-Term Equity Incentives (LTIP) – Grants and Design
- Mix: 60% performance-based (PB-PIUs or PSUs, 3-year TSR vs Nareit Office Sector peers), 40% time-based (TB-PIUs or RSs, 3-year ratable vesting). PB-PIUs pay out up to 100% of granted units (200% of target) at ≥75th percentile TSR; minimums apply at absolute TSR ≥6%/10% .
- Payout track record: 2021–2023 cycle paid at 200% for Budorick and Mifsud; 2022–2024 cycle paid at 200% for Budorick and Mifsud .
2024 LTIP Grants (awarded Jan 1, 2024 and Mar 1, 2024)
| Type | Base for Equity | Total Target Equity (% of base) | % of Total | Grant Value ($) | Units Granted | Valuation Basis |
|---|---|---|---|---|---|---|
| PB-PIUs (performance) | $466,000 | 235% | 60% | $657,063 | 52,024 (max) | Monte Carlo $18.03 per PB-PIU; $36.06 per target award |
| TB-PIUs (time-based) | $466,000 | 235% | 40% | $438,052 | 17,836 | $24.56 NYSE close on 3/1/2024 |
Performance Payout Scale (relative TSR, 2024–2026)
| TSR Percentile Rank | Earned PB-PIUs Payout % |
|---|---|
| ≥75th | 100% of PB-PIUs granted |
| 50th (Target) | 50% |
| 25th | 25% |
| <25th | 0% |
Equity Ownership & Alignment
- Beneficial ownership: 300,093 common shares beneficially owned; includes 240,408 Operating Partnership common units exchangeable for common shares .
- Ownership guidelines: CFO required ownership = 3x base salary; executives and trustees either meet guidelines or are within 5-year accumulation period; cannot sell company-granted equity until compliant .
- Anti-hedging/pledging policy: Pledging, margin accounts, hedging or monetization transactions are prohibited; none of trustees or NEOs pledge or hedge Company securities .
- Options: CDP has not issued stock options since 2009; current NEOs hold no options; no option repricing .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Type | Units Unvested | Market Value ($) | Notes |
|---|---|---|---|---|
| 3/1/2022 | TB-PIUs | 4,920 | $152,274 | Fully vested 3/1/2025 |
| 3/1/2023 | TB-PIUs | 11,111 | $343,885 | ½ vested 3/1/2025; ½ vests 3/1/2026 |
| 3/1/2024 | TB-PIUs | 17,836 | $552,024 | ⅓ vested 3/1/2025; ⅓ vests 3/1/2026 & 3/1/2027 |
| 1/1/2023 | PB-PIUs (unearned units est.) | 53,172 | $1,645,673 | Performance period ends 12/31/2025 |
| 1/1/2024 | PB-PIUs (unearned units est.) | 44,898 | $1,389,593 | Performance period ends 12/31/2026 |
Equity Vesting Realized
| Year | Shares/PIUs Vested | Value Realized ($) |
|---|---|---|
| 2023 | 63,849 | $1,633,581 |
| 2024 | 62,367 | $1,826,818 |
Employment Terms
- Agreements: No individual employment contract; covered by Change in Control and Severance (CIC) Plan .
- CIC/severance economics for CFO:
- Termination without cause/constructive discharge: severance = 1.0 × (current annualized base salary + average of last 3 AIAs); pro‑rated annual bonus; continued medical/dental/vision; time-based awards vest up to 18 months; performance awards vest per agreements .
- Change in Control: severance = 2.99 × same formula; pro‑rated annual bonus; accelerated vesting per plan; paid in lump sum; no excise tax gross‑ups .
- Non‑compete: 12 months post‑termination; non‑solicit and confidentiality covenants required for benefits .
Potential Payments (assuming event on Dec 31, 2024)
| Scenario | Cash Severance ($) | Benefits ($) | Value of Time-Based Vesting ($) | Value of Performance-Based Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Premature/Constructive Termination | $1,710,558 | $9,108 | $1,048,184 | $1,557,623 | $4,325,473 |
| CIC + Constructive Termination | $4,048,127 | $9,108 | $1,048,184 | $1,557,623 | $6,663,042 |
| Change in Control (vesting only) | — | — | — | $1,557,623 | $1,557,623 |
| Death/Disability (vesting only) | — | — | — | $1,557,623 | $1,557,623 |
Other Benefits
- 401(k) plan match: 4% on first 6% of contributions .
- Executive wellness, standard employee benefits; clawback policy aligned with NYSE/SEC 10D‑1; 3-year lookback on restatements, applies to Section 16 officers .
Company Performance Context (during Mifsud’s tenure)
FFO per Share (2020–2024)
| Year | FFO/share ($) |
|---|---|
| 2020 | 2.12 |
| 2021 | 2.29 |
| 2022 | 2.36 |
| 2023 | 2.42 |
| 2024 | 2.57 |
Revenue and EBITDA (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $580,169,000 | $619,847,000 | $671,366,000 |
| EBITDA ($) | $326,752,000* | $339,596,000* | $369,735,000* |
| Values with * retrieved from S&P Global. |
TSR (as of Dec 31, 2024)
- CDP: 1‑year 26.1%; 3‑year 26.3%; 5‑year 31.0% .
- Peer Median (Comp peers): 1‑year 12.6%; 3‑year (31.7%); 5‑year (36.8%) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 96.9% for .
- 2023 say‑on‑pay support: 97.7% for .
- 2024 equity plan amendment approved (added 3.5M shares reserve); Mifsud signed related 8‑K as CFO .
Compensation Benchmarking Peer Group
- 2024 peers (12): AAT, BDN, CUZ, DEI, DEA, ESRT, HIW, HPP, JBGS, KRC, PDM, STAG .
- 2023 peers (14, including ELME and VRE later removed) .
Investment Implications
- Pay-for-performance alignment: CFO incentives are tightly linked to FFO/share, NOI growth, leverage, leasing, and relative TSR. Maximum PB-PIU payouts in recent cycles reflect CDP’s sector‑leading TSR despite office headwinds, supporting strong say‑on‑pay outcomes .
- Retention risk: Moderate. CIC plan offers meaningful protections; ongoing unvested TB‑PIUs (2025–2027 tranches) and active PB‑PIU cycles (2023–2025, 2024–2026) incentivize tenure. Anti‑hedging/pledging controls and ownership guidelines enhance alignment .
- Trading signals: Watch vesting windows around March 1 each year (TB‑PIUs) and PB‑PIU settlement dates following cycle ends (e.g., Feb 1, 2025 for 2022–2024 awards) that can create incremental share liquidity and potential selling pressure; recent vesting for Mifsud totaled ~$1.83M in 2024 and ~$1.63M in 2023 .
- Governance risk: No options or repricing; no tax gross‑ups; robust clawback and strict trading controls limit adverse incentives .
- Performance backdrop: Rising FFO/share and strong TSR vs peers support continued high performance-based payouts; management indicated budget tailwinds and demand drivers (ISR, cybersecurity, missile defense) with increased guidance during 2025, reinforcing incentive attainment prospects .