Lisa G. Trimberger
About Lisa G. Trimberger
Lisa G. Trimberger, 64, is an independent trustee of COPT Defense Properties (CDP) since 2017 and serves as Chair of the Audit Committee. A former Deloitte & Touche LLP audit partner (1983–2014) and current principal/owner of Mack Capital Investments LLC (2014–present), she is a CPA with deep financial reporting, audit oversight, corporate governance, and risk management expertise; she also holds NACD Board Leadership Fellow status and a CERT Certificate in Cybersecurity Oversight. Her education includes a BS in Accounting from St. Cloud State University, with additional director education through Kellogg’s Women’s Director Development Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner and other positions | 1983–2014 | Co-chair of Deloitte Board Nominating Committee; led National Women’s Initiative focused on development and retention |
| Mack Capital Investments LLC | Principal and Owner | 2014–present | Investment leadership; beneficial holder of 3,000 CDP shares via Mack Capital (50% controlling interest) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EPR Properties (NYSE: EPR) | Director | Current | Public company board service |
| Luxfer Holdings PLC (NYSE: LXFR) | Director | Current | Public company board service |
| NACD | Member; Board Leadership Fellow | Current | Governance and board education designation |
| Nareit | Member | Current | Industry affiliation relevant to REIT governance |
Board Governance
- Committee assignments: Audit (Chair); Nominating and Corporate Governance (Member) .
- Independence: Board determined all trustee nominees except the CEO are independent under NYSE rules; Trimberger is an independent trustee .
- Audit Committee Financial Expert: Board determined Trimberger is an “audit committee financial expert” per SEC rules .
- Attendance:
- Board held 5 meetings in 2024; Audit 10, Compensation 5, Investment 4, Nominating 5 .
- Each incumbent trustee attended at least 75% of aggregate Board and committee meetings; all trustees nominated at the time attended the 2024 annual meeting .
- Independent trustee executive sessions: Held at each regular meeting, presided by the independent Chairman .
- Governance structure: Independent Chairman separate from CEO; mandatory retirement policy at age 75; majority vote standard in uncontested elections; anti-hedging and anti-pledging policies apply to trustees; trustees expected to meet share ownership guidelines .
2024 Committee Meetings
| Committee | Meetings Held |
|---|---|
| Audit | 10 |
| Compensation | 5 |
| Investment | 4 |
| Nominating and Corporate Governance | 5 |
Fixed Compensation
Director Fee Schedule (2024)
| Component | Amount (USD) |
|---|---|
| Annual trustee retainer | $70,000 |
| Audit Committee chair fee | $17,500 |
| Audit Committee membership fee | $14,000 |
| Nominating & Corporate Governance membership fee | $12,000 |
| Equity grant (RSs/deferred units/time-based PIUs) | $105,000 award value (15-day trailing avg) |
Lisa G. Trimberger – 2024 Director Compensation
| Item | Amount |
|---|---|
| Fees earned (cash) | $113,500 (sum of retainer + Audit chair/membership + Nominating membership) |
| Equity awards (grant-date fair value) | $108,455 at $24.66 per share/unit (May 9, 2024 grant) |
| Total | $221,955 |
Performance Compensation
- Director equity structure: Annual grants of restricted shares, deferred share awards, or time-based profit interest units with one-year forfeiture restriction lapse; dividends paid on RSs/deferred awards; voting rights only for RSs; profit interest units receive distributions but carry no voting rights until conversion .
- Beginning 2025, trustees may elect to receive the entirety of annual retainer and committee fees in equity (RSs/RSUs/profit interest units) valued using the 15-day trailing average price, granted at the annual meeting date .
| Instrument | Annual Grant Value | Grant Pricing | Vesting/Forfeiture | Dividends/Votes |
|---|---|---|---|---|
| RSs | $105,000 value | 15-day trailing average at grant | Forfeiture lapse at 1-year anniversary | Dividends; voting rights |
| Deferred Share Awards (RSUs) | $105,000 value | 15-day trailing average at grant | Forfeiture lapse at 1-year anniversary; settlement later at trustee election | Dividends; no votes |
| Time-based PIUs | $105,000 value | 15-day trailing average valuation | Forfeiture lapse at 1-year anniversary; same distributions as common units pre-vesting; no redemption rights pre book-up | Distributions; no votes |
No performance metrics are tied to director equity awards; the Company’s detailed performance metrics apply to executive incentives, not trustee compensation .
Other Directorships & Interlocks
| Company | Shared relationships with CDP | Notes |
|---|---|---|
| EPR Properties | None disclosed | No CDP-related party transactions in 2024 |
| Luxfer Holdings PLC | None disclosed | No CDP-related party transactions in 2024 |
- Compensation Committee interlocks: The Compensation Committee members were C. Taylor Pickett (Chair), Thomas F. Brady, Philip L. Hawkins, and Raymond L. Owens; Lisa G. Trimberger is not a member of the Compensation Committee .
- Independent compensation consultant: Ferguson Partners Consulting (FPC) advised the committee; the committee concluded no conflicts of interest and no management-directed work by FPC in 2024 .
Expertise & Qualifications
- CPA; extensive audit/financial reporting oversight; designated Audit Committee Financial Expert .
- Corporate governance and risk management leadership; co-chaired Deloitte’s board nominating committee .
- Cybersecurity oversight credential (CERT) and technology/cyber risk governance capabilities .
- REIT and real estate investment familiarity via Nareit membership and CDP’s sector exposure .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (as of March 7, 2025) | 24,261 |
| Ownership as % of outstanding | <1% (“*” per proxy) |
| Awards available within 60 days after March 7, 2025 | 7,444 |
| Indirect ownership | 3,000 shares via Mack Capital Investments LLC; Trimberger owns 50% controlling interest and has voting/investment power |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging; none of trustees/NEOs hedge/pledge company securities |
| Director ownership guidelines | Trustees: 5× annual retainer and fees for four quarterly meetings; as of proxy date, NEOs and trustees either met guidelines or were within accumulation timeframe |
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-09-17 | Sale | 7,896 | ~$30.64 | 20,287 | |
| 2025-09-17 | Sale (from controlled LLC) | 3,000 | ~$30.6 | Included above | |
| 2025-05-22 | Form 4 filed (details not summarized here) | — | — | — |
Trading controls require pre-clearance, blackout compliance, and prohibit hedging/pledging by executives and trustees .
Governance Assessment
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Strengths
- Independent trustee, Audit Committee Chair, and SEC-defined financial expert; strong fit for oversight of financial reporting, internal controls, and ERM including cybersecurity .
- Attendance threshold met (≥75%) and participation in executive sessions; independent Chairman structure enhances oversight .
- No related-party transactions involving trustees/NEOs in 2024; robust Code of Ethics and related-party approval process .
- Director compensation structure is market-reviewed, modest cash retainer, and standardized annual equity with one-year vesting; option to elect equity in lieu of fees beginning 2025 aligns interests .
- Anti-hedging/anti-pledging and ownership guidelines support alignment; trustees either met or were within accumulation timeframe as of the proxy date .
-
Watchpoints
- Multiple public company boards (EPR, LXFR) raise typical time-commitment considerations; CDP requires consent for new board service and encourages audit committee members to limit audit committees to three public companies .
- Insider sale on 2025-09-17 (7,896 shares including 3,000 via controlled LLC) is a neutral data point; reasons are not disclosed and should be monitored for patterns (no inference of motive) .
-
Shareholder sentiment context
- Say-on-pay support was 96.9% at the 2024 annual meeting, indicating broad investor confidence in compensation governance; although executive-focused, it reflects overall governance credibility .
RED FLAGS: None disclosed related to attendance, pledging/hedging, related-party transactions, or director pay anomalies in 2024 .