Robert L. Denton, Sr.
About Robert L. Denton, Sr.
Robert L. Denton, Sr., age 72, is the independent Chairman of the Board of COPT Defense Properties (CDP) since January 2024 and has served on the Board since 1999. He is designated an Audit Committee Financial Expert, and currently serves on the Audit, Investment, and Nominating & Corporate Governance Committees. He holds a BS in Economics from the University of Pennsylvania and an MBA from The Wharton School, with a career spanning consulting, investment research, M&A, and real estate investing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz Allen & Hamilton, Inc. | Consulting-Principal | 1980–1985 | Led consulting engagements in strategy/operations |
| Pacific Equity Ltd. | Head of Investment Research | 1985–1987 | Built investment research capabilities |
| Jefferies Group LLC (f/k/a Jefferies & Co.) | Co-Head, Mergers & Acquisitions | 1987–1991 | Executed M&A transactions; structured IPO for TriNet Corporate Realty Trust (formerly NYSE: TRI) |
| Providence Capital, Inc. | Co-Founder & Managing Director | 1991–1994 | Co-founded and managed investment firm |
| The Shidler Group | Managing Partner—New York | 1994–2013 | Co-founded several Shidler-sponsored organizations (including CDP); focus on investment and acquisitions |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| First Industrial Realty Trust, Inc. (NYSE: FR) | Co-Founder | Prior | Shidler-sponsored organization co-founder |
| Primus Guaranty, Ltd. (formerly NYSE: PRS) | Co-Founder | Prior | Shidler-sponsored organization co-founder |
| TriNet Corporate Realty Trust (formerly NYSE: TRI) | Structured IPO | Prior | Structured execution of initial public offering |
| Patent (U.S. Pat. Appl. 20020055897) | Co-Inventor | Filed | Business process patent for electronic trading/credit risk transfer products |
Board Governance
- Role: Independent Chairman of the Board (separate from CEO), presides over Board/shareholder meetings and sets agendas/master calendar with CEO input; independent trustees meet in executive session at each regularly scheduled meeting .
- Independence: Board determined all nominees are independent except the CEO; Denton is independent .
- Committees: Audit; Investment; Nominating & Corporate Governance; stepped down as Chair of Nominating & Corporate Governance effective February 21, 2024 (Ms. Long appointed Chair) .
- Attendance: In 2024, each incumbent Trustee attended at least 75% of Board and relevant committee meetings; all nominated trustees attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit 10; Compensation 5; Investment 4; Nominating & Corporate Governance 5 .
| Governance Attribute | Detail |
|---|---|
| Chairman–CEO split | Independent Chair; roles not combined |
| Independence threshold | Substantial majority independent; Denton independent |
| Executive sessions | Independent trustees meet each regular meeting; chaired by Chairman |
| Mandatory retirement | Trustees at/over 75 not nominated; annual Board refresh evaluation |
| Anti-hedging/pledging | Trustees prohibited; none pledge/hedge |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Paid in Cash) | $178,102 | Aggregate Board + Committee cash fees |
| Annual Trustee Retainer | $70,000 | Standard fee schedule |
| Annual Chair of Board Fee | $70,000 | Standard fee schedule |
| Committee Membership Fees | Audit $14,000; Compensation $12,000; Investment $10,000; Nominating & Corporate Governance $12,000 | Per committee, annual |
| Committee Chair Fees | Audit $17,500; Compensation $15,000; Investment $13,000; Nominating & Corporate Governance $15,000 | Per committee, annual |
| Meeting Fee (after first 12 per year) | $2,000 per meeting | Applies beyond 12 Board meetings/year |
Performance Compensation
Directors receive annual equity grants that are time-based (RSs, deferred share awards, or time-based Operating Partnership profit interest units). No performance-based metrics apply to director equity grants; forfeiture restrictions lapse on the first anniversary of grant date, provided continued Board service .
| Equity Award Detail | 2024 Value | Grant Date | Mechanics |
|---|---|---|---|
| Equity Awards (grant-date fair value) | $108,455 | May 9, 2024 | Director annual grant; RSs/deferred share awards/PIUs; value based on 15-day trailing average price |
| Standard Annual Director Equity Award | $105,000 | Annual | Calculated using 15-day trailing average share price; RSs/deferred share awards/PIUs |
| Grant-date fair value per share/unit | $24.66 | May 9, 2024 | Basis for director equity awards valuation |
| Vesting | Lapse at first anniversary | — | Votes on RSs; dividends on RSs/deferred; PIUs distributions as described |
No performance scorecard or TSR metrics apply to director compensation; performance programs described in CD&A apply to executives (NEOs), not Trustees .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Indicator |
|---|---|---|
| First Industrial Realty Trust, Primus Guaranty, TriNet Corporate Realty Trust | Co-founder/IPO structuring (historical) | No related-party transactions disclosed with CDP in 2024 |
No current external public company directorships for Denton are disclosed in the proxy; the company reports no related-party transactions involving Trustees in 2024 .
Expertise & Qualifications
- Skills: Public company board service; financial literacy/accounting; finance/capital markets; corporate governance; real estate investment; strategic planning/leadership; Audit Committee Financial Expert .
- Education: BS Economics (University of Pennsylvania); MBA (Wharton School) .
- Designation: Audit Committee Financial Expert (Board determination) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares | Awards Available within 60 Days | Notes |
|---|---|---|---|---|
| Robert L. Denton, Sr. | 162,662 | * | — | Includes 158,264 Operating Partnership common units exchangeable for common shares |
- Options: As of December 31, 2024, none of the Trustees held outstanding stock options .
- Anti-hedging/pledging: Policy prohibits trustees; none hedge or pledge .
- Ownership guidelines: Trustees expected to own equity equal to 5× annual retainer and fees for four quarterly meetings; trustees either met guidelines or were within the accumulation timeframe as of the proxy date .
Governance Assessment
- Strengths/Signals:
- Independent Chair separated from CEO; regular executive sessions of independent trustees improve oversight and board effectiveness .
- Denton designated an Audit Committee Financial Expert; serves on Audit, Investment, and Nominating & Corporate Governance Committees, indicating depth in financial and governance oversight .
- Board independence, attendance ≥75%, robust annual self-evaluation and refresh processes (including mandatory retirement at 75) support investor confidence .
- No related-party transactions in 2024; anti-hedging/pledging policies enforced; ownership guidelines in place .
- Compensation alignment:
- Director pay structure mixes fixed cash with time-based equity; standard annual grant and strong governance around fee/equity election mechanics; compensation reviewed bi-annually with external consultant .
- RED FLAGS:
- None identified in 2024 for related-party transactions, hedging/pledging, or attendance shortfalls .
- Insider Trades:
- Attempted to fetch recent Form 4 transactions for “Robert L. Denton” at CDP using the insider-trades skill; retrieval failed due to API authorization error. Will revisit and update when access is restored. (What was searched: insider trades for CDP from 2024-01-01 to 2025-11-19 filtered by person)
Additional context: Shareholder say-on-pay approval was 96.9% at the 2024 Annual Meeting, indicating strong investor support for compensation practices (applies to NEOs, but signals governance quality) .