Essye B. Miller
About Essye B. Miller
Essye B. Miller (age 61) is an independent Trustee of COPT Defense Properties (CDP) since 2022. She is a former Principal Deputy CIO and Acting CIO at the U.S. Department of Defense with deep cybersecurity leadership, and currently serves as President & CEO of Executive Business Management LLC. Education includes an Honorary Doctor of Science (Talladega College), MBA (Troy State University), and Master of Strategic Studies (U.S. Air Force, Air University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Principal Deputy CIO | 2018–2020 | Senior IT governance; enterprise risk and cyber oversight |
| U.S. Department of Defense | Acting CIO | Dec 2017–May 2018 | Acting head of DoD IT; policy and operational oversight |
| U.S. Department of Defense | Deputy CIO for Cybersecurity (CISO) | 2016–2018 | Led cybersecurity strategy and risk management |
| U.S. Department of the Army | CISO and Cybersecurity | 2015–2017 | Army-wide cyber defense leadership |
| U.S. Department of the Air Force | Director of Information Management | 2006–2014 | Enterprise IT operations and modernization |
| Executive Business Management LLC | President & CEO | 2020–present | Private-sector advisory; governance and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Concordance Academy | Non-Profit Board Member | Not disclosed | Community-focused governance |
| National Cyber Scholarship Foundation | Non-Profit Board Member | Not disclosed | Cyber talent development oversight |
| Public company boards | — | — | None disclosed for Miller |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent under NYSE rules; Miller is independent .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member. Not a chair. In 2024, the NCG chair role moved to Letitia A. Long; Miller continues as member .
- Attendance and engagement: Board held five meetings in 2024; each incumbent Trustee attended at least 75% of Board and committee meetings. All nominated Trustees attended the 2024 Annual Meeting of Shareholders .
- Oversight focus: Audit Committee oversees financial reporting, internal controls, and cybersecurity risk management—areas aligned with Miller’s expertise .
- Leadership: CDP separates Chair and CEO; independent Chairman structure supports robust executive sessions at each regular meeting .
Fixed Compensation
| Component | Amount/Policy | Detail |
|---|---|---|
| Annual Trustee Retainer (cash) | $70,000 | Paid to non-employee Trustees |
| Committee Chair Fees (annual) | Audit: $17,500; Compensation: $15,000; Investment: $13,000; NCG: $15,000 | Not applicable to Miller (not a chair) |
| Committee Membership Fees (annual) | Audit: $14,000; Compensation: $12,000; Investment: $10,000; NCG: $12,000 | Applies to Miller’s Audit and NCG memberships |
| Meeting Fees (after first 12/year) | $2,000 per meeting | As applicable |
| Trustee Equity Grant | $105,000 grant value (RSs, deferred share awards, or time-based OP units) | Vests after one year; holders receive dividends; some award types non-voting pre-vesting |
| 2024 Actual for Miller | Fees: $96,000; Equity Awards: $108,455; Total: $204,455 | 2024 equity grant at $24.66 fair value per share/unit (May 9, 2024) |
Notes:
- Beginning in 2025, Trustees may elect to receive all annual retainers and committee fees in equity (RSs, RSUs, or time-based OP units) valued at the 15-day trailing average share price at the grant date .
Performance Compensation
- Non-employee Trustee compensation at CDP does not include performance-based metrics; annual equity grants are time-based and vest on the first anniversary (or ratably for certain unit types). No option awards outstanding for Trustees as of year-end 2024 .
Other Directorships & Interlocks
| Category | Entity | Role/Notes |
|---|---|---|
| Public company boards | — | None disclosed for Miller |
| Non-profit boards | Concordance Academy | Board member |
| Non-profit boards | National Cyber Scholarship Foundation | Board member |
| Interlocks | — | No related-party transactions involving Trustees or NEOs in 2024 |
Expertise & Qualifications
- Technology/Cybersecurity Expert; Government/Regulatory Affairs; Risk Management; Corporate Governance; Strategic Planning & Leadership .
- Audit Committee alignment: Committee charter includes cybersecurity risk oversight, matching Miller’s career background .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Awards Available within 60 Days |
|---|---|---|---|
| Essye B. Miller | 7,353 | <1% | 7,353 |
Additional alignment policies:
- Ownership guidelines: Trustees must own 5× annual retainer and fees for four quarterly meetings; Trustees and NEOs either met guidelines or were within the 5-year accumulation period at the time of the proxy .
- Anti-hedging/anti-pledging: Policy prohibits hedging and pledging; none of the Trustees or NEOs hedge or pledge CDP securities .
Insider Trades
| Date Filed | Form | Transaction Summary | Citation |
|---|---|---|---|
| May 13, 2024 | Form 4 | Reported director equity grant consistent with annual Trustee program | |
| May 22, 2025 | Form 4 | Reported director equity grant consistent with annual Trustee program |
Governance Assessment
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Strengths
- Independence and relevant domain expertise: Miller’s DoD cybersecurity leadership adds material value to Audit Committee oversight of cyber risk—key for CDP’s tenant base and secured facilities footprint .
- Board structure: Independent Chair, annual elections, majority-independent board, robust executive sessions, and majority voting standard in uncontested elections support investor confidence .
- Engagement and attendance: Board met five times in 2024; incumbents’ attendance ≥75% with full annual meeting participation among nominees; committee cadence (Audit 10; NCG 5) indicates active governance .
-
Pay and alignment
- Director pay is moderate relative to CDP’s scale, with balanced cash retainer and annual equity; time-based vesting supports long-term orientation without encouraging short-termism .
- Ownership guidelines and trading controls (no hedging/pledging; pre-clearance; blackout periods) reinforce alignment and reduce tail risk .
-
Conflicts and red flags
- Related-party transactions: None involving Trustees or NEOs in 2024; Audit Committee review process is explicit and pre-approval is required—reducing conflict risk .
- Equity award practices: No options/repricing; clawback policy in place; equity plan overhang metrics reviewed and benchmarked (ISS thresholds) .
Overall, Miller’s cybersecurity and government operations background enhances board effectiveness in risk oversight and aligns with CDP’s Defense/IT portfolio. The absence of related-party transactions, strict trading controls, and clear ownership requirements indicate low governance risk and solid investor-alignment signals .