Raymond L. Owens
About Raymond L. Owens
Raymond L. Owens, age 66, has served as an independent Trustee of COPT Defense Properties since 2021; he brings deep finance and capital markets expertise from senior real estate roles, with committee service on Compensation and Investment that centers on capital allocation and pay governance oversight . He holds a BA in Economics from the University of Michigan and an MBA in Marketing and Real Estate from the University of Michigan’s Ross School of Business, supporting credentials in strategic planning, finance, and real estate investment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Office Realty Trust (NYSE: PDM) | Chief Investment Officer & EVP Capital Markets; EVP Capital Markets | 2016–2017; 2007–2016 | Led capital markets/investment strategy for large office REIT; perspective on capital allocation and financing |
| Wells Real Estate Funds | Managing Director & EVP Capital Markets | 2002–2007 | Oversaw capital markets for non-traded REIT sponsor; financing/investment execution |
| PM Realty Group, LP | Senior Vice President | 1997–2002 | Senior real estate operating role; asset/capital market execution |
| GE Investments; HPI Realty Partners; Travelers Realty Investment Co.; Aetna Realty Investors | Various capital markets/real estate investment roles | 1982–1997 | Early career investment roles; foundational finance/investment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Michigan Ross Real Estate Fund | Advisory Board Member | 2016–2020 | Advised academic real estate investment fund |
| University of Michigan Alumni Board of Governors | Board Member | 2010–2016 | Alumni governance; network breadth |
Board Governance
- Committee assignments: Compensation Committee member; Investment Committee member; not a committee chair .
- Independence: The Board determined all nominees except the CEO are independent; Owens is independent .
- Board leadership: Independent Chairman separate from CEO; regular executive sessions of independent Trustees at each scheduled meeting .
- Attendance and engagement: Board met 5 times in 2024; each incumbent Trustee attended ≥75% of combined Board and committee meetings on which they served; all Trustee nominees attended the 2024 annual meeting .
- Governance policies: Anti-hedging and anti-pledging policy for Trustees and NEOs; ownership guidelines require Trustees to own 5× annual retainer and four quarterly meeting fees; Trustees met or were within accumulation timeframe .
| Governance Item | Data |
|---|---|
| Committees Served (Owens) | Compensation; Investment |
| Committee Meeting Counts (2024) | Audit 10; Compensation 5; Investment 4; Nominating 5 |
| Board Meetings (2024) | 5 |
| Attendance Threshold Disclosure | Each incumbent Trustee attended ≥75% of aggregate Board and committee meetings |
| Independence | Independent Trustee |
| Executive Sessions | Independent Trustees meet in executive session at each scheduled meeting |
Fixed Compensation
| Fee Schedule Component (Directors) | Amount |
|---|---|
| Annual Trustee Retainer (cash) | $70,000 |
| Annual Chair of Board fee | $70,000 |
| Committee chair fees: Audit / Compensation / Investment / Nominating | $17,500 / $15,000 / $13,000 / $15,000 |
| Committee member fees: Audit / Compensation / Investment / Nominating | $14,000 / $12,000 / $10,000 / $12,000 |
| Meeting fee (after first 12 per calendar year) | $2,000 per meeting |
| Change vs 2023 | No changes |
| Owens – 2024 Director Compensation | Amount |
|---|---|
| Cash fees earned | $92,000 |
| Equity awards (grant-date fair value) | $108,455 (at $24.66 per share/unit) |
| Total | $200,455 |
Notes: Beginning 2025, Trustees may elect to receive annual retainer and Board/committee annual fees in RSs, deferred share awards, or time-based profit interest units (PIUs), valued using the 15-day trailing average share price as of the grant date; grants are made on the annual meeting date and vest on the first anniversary subject to continued service .
Performance Compensation
Director equity is time-based (not performance-based), designed for alignment and retention; annual grants of RSs, deferred share awards, or time-based PIUs have forfeiture restrictions that lapse on the first anniversary, with dividend/distribution rights and voting limited to RSs .
| Director Equity Grant Parameters | Detail |
|---|---|
| Annual equity grant value | $105,000 (15-day trailing avg price used at grant) |
| 2024 grant date and fair value context | May 9, 2024; non-employee Trustee equity awards measured at $24.66 per share/unit |
| Grant types | RSs; Deferred Share Awards; Time-based PIUs |
| Vesting | Forfeiture restrictions lapse on first anniversary of grant |
| Dividends/Distributions | RSs and deferred share awards receive dividends; PIUs receive distributions per OP terms |
| Voting rights | RSs vote; deferred awards/PIUs do not |
Compensation Committee performance framework (signal of governance rigor overseen by Owens):
| 2024 AIA Corporate Metric | Weight | Target | Actual | Achievement % |
|---|---|---|---|---|
| FFO per share | 30% | $2.51 | $2.57 | 175.0% |
| Same Property cash NOI change | 10% | 6.0% | 9.1% | 200.0% |
| Net debt / in‑place adjusted EBITDA (year-end) | 10% | 6.35x | 5.82x | 200.0% |
| Investment properties leased space (000s sf) | 20% | 350 | 285 | 67.6% |
| Vacant space leasing volume (000s sf) | 20% | 400 | 451 | 163.7% |
| Year-end occupancy | 10% | 93.5% | 94.2% | 135.0% |
| Weighted result | — | — | — | 152.3% (capped at 150%) |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No current public company board service disclosed for Owens in the proxy biography |
| Prior executive affiliation | Piedmont Office Realty Trust (NYSE: PDM) | 2007–2017 | Prior executive at a peer used in CDP’s compensation benchmarking; not a related-party transaction |
Expertise & Qualifications
- Expertise: Executive leadership; financial literacy/accounting; finance/capital markets; real estate investment; strategic planning & leadership .
- Board skills matrix: Owens is marked for Executive Leadership; Financial Literacy/Accounting; Finance/Capital Markets; Real Estate Investment; Strategic Planning & Leadership .
- Qualifications align with Investment Committee oversight and compensation decision-making context .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Awards Available within 60 days | Notes |
|---|---|---|---|---|
| Raymond L. Owens | 12,786 | <1% | — | Includes 11,880 OP common units exchangeable for common shares |
Ownership alignment policies:
- Trustee ownership guideline: 5× annual retainer and fees for four quarterly meetings; Trustees meet or are within accumulation timeframe; company prohibits hedging and pledging and reports none by Trustees/NEOs .
Governance Assessment
- Board effectiveness: Independent Board majority; independent Chairman; robust committee structure with clear charters and oversight of audit, compensation, investment, and nominating/governance; Owens serves on Compensation and Investment—roles directly tied to capital allocation discipline and incentive design oversight .
- Engagement/attendance signals: Board met 5 times in 2024; all incumbents ≥75% attendance; independent Trustees meet in executive session each meeting; Owens’ committee memberships indicate meaningful engagement in core governance areas .
- Pay governance quality: Strong say‑on‑pay support (96.9% in 2024); independent consultant (Ferguson Partners Consulting) with no management work; no excise tax gross‑ups; no option repricing; clawback policy adopted per NYSE/SEC; multi‑metric, formulaic AIA and TSR‑based LTIP for executives—signals disciplined oversight by Compensation Committee (of which Owens is a member) .
- Conflict checks: No related‑party transactions involving Trustees/NEOs in 2024; anti‑hedging/anti‑pledging in place and none reported—reduces alignment risk; prior executive affiliation with PDM noted while PDM is in peer group, but no current transactional ties disclosed .
- Director compensation alignment: Mix of cash retainer/committee fees plus time‑based equity grants ($105k standard grant; Owens $108,455 in 2024 at $24.66/share) with one‑year vesting; option to take fees in equity from 2025—encourages skin‑in‑the‑game .
RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, stable fee schedule, majority‑independent Board, strong say‑on‑pay support; attendance threshold disclosure (≥75%) is acceptable though investors typically prefer near‑full attendance .