Britt A. Snider
About Britt A. Snider
Executive Vice President and Chief Operating Officer (COO) at COPT Defense Properties (NYSE: CDP). Age 48; appointed COO on December 1, 2023, after senior development/asset management roles at Redbrick LMD, WS Development, and JBG Smith/The JBG Companies; earlier experience in real estate investment banking at Friedman Billings Ramsey . CDP’s 2024 one-year TSR was 26.1%, materially outperforming its office REIT benchmarks; 2024 FFO per share was $2.57, and AIA targets were exceeded (corporate scorecard paid at the 150% cap) .
| Company Performance | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | 619,847,000 | 671,366,000 |
| EBITDA (USD) | 339,596,000* | 369,735,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Redbrick LMD | Principal overseeing development, asset management, leasing | 2020–2023 | Led mixed‑use development and portfolio operations in Washington, DC region |
| WS Development | SVP – Mixed Use | 2019–2020 | Led select mixed‑use development initiatives |
| JBG Smith (JBGS) | EVP, Head of Commercial Asset Management | 2016–2019 | Oversaw office portfolio performance and strategy |
| The JBG Companies (predecessor to JBGS) | Principal, Development | 2006–2016 | Led development/pre‑development across a portfolio of properties |
| Friedman Billings Ramsey | Real Estate Investment Banking Group | Prior to 2006 | Capital markets and advisory experience |
Fixed Compensation
| Year | Base Salary (USD) | Target AIA (% of salary) | Actual AIA (USD) | Notes |
|---|---|---|---|---|
| 2024 | 425,000 | 115% (COO) | 733,125 (172.5% of salary) | Corporate scorecard achieved 150% (capped) |
| 2023 | 425,000 (from hire date) | Not eligible (joined Dec 1, 2023) | — | New‑hire cash bonus total $300,000 paid ratably over a year; $276,923 recorded in 2024 bonus column |
All Other Compensation: Company 401(k) match in 2024: $12,724; other $102 .
Performance Compensation
2024 Annual Incentive Award (AIA) – Corporate Scorecard
| Metric | Weight | Threshold | Target | High | Max | 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 change | 10% | 4.9% | 6.0% | 7.1% | 8.1% | 9.1% | 200.0% | 20.0% |
| Net debt / in‑place adj. EBITDA (year‑end) | 10% | 6.60x | 6.35x | 6.10x | 5.85x | 5.82x | 200.0% | 20.0% |
| Investment properties leased space (000s sf) | 20% | 250 | 350 | 450 | 550 | 285 | 67.6% | 13.5% |
| Vacant space leasing (000s sf) | 20% | 360 | 400 | 440 | 480 | 451 | 163.7% | 32.7% |
| Year‑end occupancy | 10% | 92.5% | 93.5% | 94.5% | 95.5% | 94.2% | 135.0% | 13.5% |
| Total | 100% | Calculated 152.3% (capped at 150.0%) | 150.0% |
AIA design: 100% formulaic, corporate objectives; COO target 115% of salary; payout curve 50%/100%/150% with a 150% aggregate cap .
Long‑Term Incentive Plan (LTIP) – 2024 Grants
| Award | Mix | Target value / base | Instrument | Grant date | Units | Accounting FV |
|---|---|---|---|---|---|---|
| Performance‑based (PB‑PIUs) | 60% of LTIP | 195% of salary × 60% = $497,243 | PB‑PIUs | 1/1/2024 | 39,370 (max) [number granted equals 200% of target] | $709,841 total (Monte Carlo $18.03 per PIU; $36.06 per target) |
| Time‑based (TB‑PIUs) | 40% of LTIP | 195% of salary × 40% = $331,511 | TB‑PIUs (3‑yr ratable vest) | 3/1/2024 | 13,498 | $331,511 (at $24.56) |
PB‑PIU performance measure: 3‑yr relative TSR vs FTSE Nareit Office Sector Index; 25th/50th/75th percentile payout grid at 25%/50%/100% of granted PB‑PIUs, with interpolation; guardrails for negative TSR and standalone TSR thresholds (≥6% → ≥25% earned; ≥10% → ≥50% earned) . Time‑based awards vest 1/3 annually over three years .
Historical vesting/realization: 2024 vested shares from prior awards: 4,694 (value $154,667) for Snider; CEO/CFO 2022 PB‑PIUs paid at 200% on 12/31/24 based on 100th percentile relative TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 12,193 common shares/OP units; includes 9,193 common units in OP exchangeable for common shares; <1% of shares outstanding |
| Unvested time‑based units | 18,780 TB‑PIUs (12/1/2023 grant; 4‑year remaining vest over 2025–2028); 13,498 TB‑PIUs (3/1/2024 grant; vest 2025–2027) |
| Unearned performance units | 33,977 PB‑PIUs estimated as of 12/31/24 (reflects 167% estimate including excess distribution mechanics); performance period runs 1/1/2024–12/31/2026 |
| Market values at 12/31/24 | TB‑PIUs: $581,241 (12/1/23) and $417,763 (3/1/24); PB‑PIUs: $1,051,588 (all at $30.95) |
| Ownership guidelines | COO 3× base salary requirement; NEOs must hold all company‑granted equity until in compliance; newly covered executives have 5 years to comply; NEOs either met or are within accumulation period |
| Hedging/pledging | Prohibited; executives and trustees may not hedge or pledge company securities . Company further states none of its Trustees or Named Executive Officers engage in pledging or hedging . |
| Trading controls | Pre‑clearance required; regular blackout periods; 10b5‑1 plans permitted subject to approval |
Vesting calendar (selling pressure assessment):
- TB‑PIUs: One‑third of the 3/1/24 grant vested 3/1/25; remaining tranches vest 3/1/26 and 3/1/27. 12/1/23 new‑hire TB‑PIUs vest 25% annually on 12/1/25, 12/1/26, 12/1/27, 12/1/28 .
- PB‑PIUs: 2024–2026 cycle ends 12/31/26 with settlement in early 2027, contingent on relative TSR .
Employment Terms
| Term | Detail |
|---|---|
| Start date / tenure | Appointed COO December 1, 2023 |
| Employment agreement | No individual employment agreement; covered under the Change in Control and Severance (CIC) Plan |
| CIC / Severance | Cash severance equals (current base salary + average of last 3 AIAs) × 2.99 upon CIC termination, or ×1.0 for termination without cause/constructive discharge (CEO has 2.0 multiple); pro‑rated AIA for year of termination; continued medical benefits; time‑based equity continues to vest up to 18 months post‑termination; performance‑based equity vests per plan, pro‑rated upon CIC |
| Non‑compete | 12‑month non‑compete post‑termination under CIC Plan |
| Clawback | Dodd‑Frank compliant Incentive‑Based Compensation Recovery Policy adopted Nov 2023 (3‑year lookback on restatements) |
| Tax gross‑ups | None; no 280G excise tax gross‑ups |
Potential payments (as of 12/31/2024)
| Scenario | Cash Severance | Benefits Continuation | Time‑based Equity Vest Value | Performance‑based Equity Vest Value | Total |
|---|---|---|---|---|---|
| Premature/Constructive Termination | $1,402,500 | $18,928 | $999,004 | $349,588 | $2,770,020 |
| Constructive Termination with CIC | $3,220,863 | $18,928 | $999,004 | $349,588 | $4,588,383 |
| CIC (no termination) | — | — | — | $349,588 | $349,588 |
| Death or Disability | — | — | — | $349,588 | $349,588 |
Performance & Track Record
- 2024 one‑year TSR: 26.1% vs office sector benchmarks; 3‑ and 5‑year TSR also outperformed peer medians (companywide) .
- 2024 FFO per share: $2.57; company exceeded most AIA objectives, with scorecard results capped at 150% .
- Revenue and EBITDA increased year‑over‑year in FY 2024 (see table above). EBITDA figures from S&P Global; revenue aligns with CDP’s filings . Values retrieved from S&P Global.
Compensation Structure Analysis
- Strong pay‑for‑performance design: 100% formulaic AIA tied to financial/operational metrics and 60% of LTIP in 3‑year relative TSR PB‑PIUs; remaining 40% time‑based for retention .
- No options, repricing, hedging, pledging, or excise tax gross‑ups; ownership guidelines enforced with sale restrictions until compliance .
- Shareholder support: 96.9% say‑on‑pay approval in 2024, indicating broad investor endorsement of program design .
- 2024 COO outcomes: Target AIA 115% of salary; actual payout at cap‑constrained 150% corporate score leads to 172.5% of salary for COO; 2024 LTIP sized at 195% of salary (60% PB‑PIUs; 40% TB‑PIUs) .
Related Party Transactions and Governance
- Related party transactions: None involving Trustees or NEOs in 2024 .
- Anti‑hedging/pledging and trading controls in force; pre‑clearance mandatory .
Investment Implications
- Alignment: High—COO’s pay is largely at‑risk (AIA tied to FFO/NOI/occupancy/debt targets; LTIP tied to relative TSR), with robust clawback and anti‑hedging/pledging provisions; share ownership guideline (3× salary) supports durable alignment .
- Retention risk: Moderate—meaningful unvested TB‑PIUs vest through 2028 and PB‑PIUs run through 2026, creating multi‑year retention hooks; CIC plan features standard non‑compete and competitive protection, but not excessive (no tax gross‑ups; pro‑rata performance treatment) .
- Selling pressure: Manageable—time‑based tranches vesting annually (3/1/26, 3/1/27; 12/1/25–12/1/28) and potential PB‑PIU settlement in early 2027 could create periodic liquidity events; pre‑clearance and blackout policies mitigate short‑term trading risk .
- Signal from metrics: 2024 scorecard over‑achievement (capped at 150%) plus 1‑yr TSR outperformance indicate strong execution momentum in Defense/IT portfolio strategy; continued focus on FFO growth, NOI, occupancy, and leverage discipline is embedded in 2025 plan design .