C. Taylor Pickett
About C. Taylor Pickett
C. Taylor Pickett, age 63, has served as an independent Trustee of COPT Defense Properties (CDP) since 2013 and currently chairs the Compensation Committee and serves on the Investment Committee, bringing deep executive leadership and financial expertise as the long‑time CEO of Omega Healthcare Investors (OHI). He holds a BA in Accounting (University of Delaware), a JD (University of Maryland School of Law), and is a Certified Public Accountant, with prior senior finance roles at Integrated Health Services, PHH Corporation, and KPMG. His independence is affirmed under NYSE rules (CDP’s Board determined all nominees except the CEO are independent), and he participated in at least 75% of Board and committee meetings in 2024 alongside full Trustee attendance at the 2024 Annual Meeting. These credentials position him to influence capital allocation, compensation governance, and strategic oversight at CDP.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Health Services, Inc. | Executive Vice President & Chief Financial Officer; prior executive roles | 1993–2001 | Financial leadership; healthcare operations perspective |
| PHH Corporation | Vice President of Taxes | 1991–1993 | Tax strategy; corporate finance |
| KPMG | Certified Public Accountant | 1984–1991 | Accounting, audit; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Healthcare Investors, Inc. (NYSE: OHI) | Chief Executive Officer; current public company board service | 2001–Present | REIT leadership; real estate capital markets; governance linkage |
Board Governance
- Committee assignments: Compensation Committee Chair; Investment Committee Member.
- Independence: Independent Trustee; Board majority independent (all nominees except CEO).
- Engagement and attendance: Each incumbent Trustee attended ≥75% of aggregate Board and committee meetings in 2024; all Trustees nominated at the time attended the 2024 Annual Meeting.
- Board leadership: Independent Chairman separate from CEO; independent Trustees meet in executive session at each regularly scheduled meeting.
- Committee composition/governance: Compensation Committee comprised solely of independent Trustees (Pickett—Chair; Brady; Hawkins; Owens); uses an independent consultant (Ferguson Partners Consulting, L.P.) with no conflicts.
- Meeting cadence (2024): Board 5; Audit 10; Compensation 5; Investment 4; Nominating & Corporate Governance 5.
- Shareholder alignment safeguards: Ownership guidelines for Trustees (5x annual retainer and fees for four quarterly meetings); anti‑hedging and anti‑pledging policies; none of Trustees or NEOs pledge/hedge.
Fixed Compensation
| Component (Director Fees) | Amount (USD) | Notes |
|---|---|---|
| Annual Trustee Retainer | $70,000 | Cash; unchanged from 2023 |
| Compensation Committee Chair Fee | $15,000 | Annual chair fee |
| Compensation Committee Membership Fee | $12,000 | Annual member fee |
| Investment Committee Membership Fee | $10,000 | Annual member fee |
| Fees Earned (Paid in Cash) – 2024 (Pickett) | $107,000 | Sum of components above; reported total |
| Equity Awards (Grant Date Fair Value) – 2024 (Pickett) | $108,455 | Annual grant valued at $24.66 per share/unit on 5/9/2024 |
| Total Director Compensation – 2024 (Pickett) | $215,455 | Fees + equity awards |
| Standard Annual Equity Grant (Directors) | $105,000 | Valued using 15‑day trailing average price; time‑based |
- Vesting & instruments: RSs, deferred share awards, or time‑based profit interest units (Operating Partnership); forfeiture restrictions lapse on first anniversary of grant; RSs carry voting rights; deferred awards/time‑based units do not.
- 2025 election feature: Trustees may elect to receive annual retainer and fees entirely in RSs, deferred share awards, or time‑based profit interest units (valued using 15‑day trailing average).
Performance Compensation
- Non‑employee Trustee compensation has no disclosed performance metrics; equity awards are time‑based, not tied to TSR or operating measures.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Omega Healthcare Investors (OHI) | CEO; current public company board service | Distinct sector focus (healthcare REIT) vs. CDP’s Defense/IT office portfolio; no related‑party transactions in 2024 disclosed by CDP. |
- Related‑party transactions policy: Audit Committee review/approval required; none involving Trustees or NEOs in 2024.
Expertise & Qualifications
- Executive leadership and public company board service; financial literacy/accounting; finance/capital markets; real estate investment; strategic planning.
- Education: BA in Accounting (University of Delaware); JD (University of Maryland School of Law); Certified Public Accountant.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Shares Outstanding | Awards Available Within 60 Days | Ownership Notes |
|---|---|---|---|---|
| C. Taylor Pickett | 91,284 | <1% | 15,188 | Includes 19,298 Operating Partnership common units exchangeable into common shares; 5,000 shares via C. Taylor Pickett Family Trust; 20,000 shares via Laura Stees Pickett Trust (no voting/investment power over trust shares). |
- Ownership alignment: Trustees are expected to meet share ownership guidelines (5x annual retainer/fees); as of proxy date, Trustees/NEOs either met guidelines or were within accumulation timeframe.
- Risk controls: Anti‑hedging and anti‑pledging policies; none of Trustees/NEOs hedge or pledge CDP equity.
Governance Assessment
- Strengths: Independent status; Compensation Committee Chair role aligns with robust pay‑for‑performance oversight; use of independent compensation consultant with no conflicts; very strong say‑on‑pay support (96.9% in 2024), signaling shareholder confidence.
- Engagement: Meets attendance expectations (≥75% of Board/committee meetings); Board operates with independent Chair and regular executive sessions, supporting effective oversight.
- Alignment: Mix of cash and equity (roughly balanced) and mandatory ownership guidelines; time‑based director equity with one‑year vesting supports long‑term alignment without undue risk.
- RED FLAGS: None disclosed—no related‑party transactions; anti‑hedging/pledging in place; no tax gross‑ups for CIC; director compensation structure unchanged vs. 2023 and reviewed bi‑annually against peers.
Implications: Pickett’s dual experience as a REIT CEO and finance executive enhances CDP’s compensation and investment oversight, with independence and strong shareholder support mitigating conflict concerns. Ongoing monitoring of time commitments and any future related‑party exposures remains prudent under CDP’s policies.