To My12, 2024
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In view of these remarkable events, I want to change course this year. Instead of using this letter to summarize and highlight financial information that is contained in the accompanying Annual Report and proxy statement, I want to talk about how Boston Properties responded to these challenges and where we stand as we move into the second quarter of 2021. Spoiler alert: under the strong leadership of our CEO, Owen Thomas,company and our President, Doug Linde,directors and management team will be available to answer appropriate questions from stockholders.
COVID-19 Pandemic
Needless to say, the COVID-19 pandemic presented unprecedented and outsized challenges for everyone – people died, lives were disrupted, and the economy suffered massive dislocation. In addition, because COVID restrictions kept people out of offices, retail stores, restaurants and hotels for most of the pastdirectors. This year, it presented special challenges to our business. That reality, in turn, brought front-and-center one of our Board’s most important responsibilities – risk oversight. Of course, the Board is always aware that, as onepleased to announce the nomination of Timothy J. Naughton for election to BXP’s Board. Tim is the Chairman of the largest publicly traded ownersBoard of Class A office properties in the United States, BXP operates in a challenging environment, and attention to risk is a constant staple of our work. But COVID – and the consequent temporary shift in the locus of work (from office to home) – took that recognition to a new level,AvalonBay Communities, Inc., where he previously served as the world and our company navigated uncharted waters with no idea as to how long they would persist.
Right from the outset, therefore, the Board changed its usual way of operating in order to ensure that we remained fully abreast, in real time, of the risks posed by the pandemic and management’s responses to them. In particular, the Board and several of its committees held a significant number of additional meetings in 2020 to analyze and act on these matters, while all of the directors engaged with management evenChief Executive Officer. Our proxy statement includes more frequently in informal settings. We wrestled with the unpredictability of the pandemic, the uncertainty of its duration, its effect on our businessinformation about Tim, as well as onour continuing directors nominated for election at the businesses2024 annual meeting.
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We also took special precautions to protect employeesLead Independent Director and tenants from exposure to COVID. We worked with our own property management teams and brought in world-renowned health security experts to develop a Health Security Plan for operating our properties. The plan is now widely viewed as a world-class, market-leading safety protocol. Most importantly, as a result of this extraordinary work, we kept our commitment to our tenants by providing them with clean and safe buildings that remained open for business throughout the pandemic. In this regard, the Board wishes to express special thanks to BXP’s property-management teams, who were instrumental in helping us meet our tenants’ needs.
Although there were some inevitably choppy waters, especially at the outset, under the leadership of Owen and Doug, the Company moved forward with confidence and a focus on our long-term objectives, even when doing so may have had short-term negative implications. We refinanced a significant amount of debt, approved several development opportunities, effectively husbanded our assets, and dealt fairly with our tenants, many of whom faced their own serious economic challenges. I am pleased to report that positive results are beginning to show. Our stock has recovered a substantial portionChair of the early losses experienced throughout our industry, our buildings are now being safely reoccupied,Compensation Committee. The Board is deeply appreciative for her service and our employees remain committed and highly motivated.
As I write this letter, a year sincewishes her the outbreakbest of COVID, remarkably the U.S. is now providing its citizens with vaccines. Consequently, although the pandemic is not yet over, and we continueluck as she seeks election to adapt our day-to-day operations to respond to its effects and our tenants’ needs, as we move into the spring of 2021 there is no doubt that renewed hope and optimism are in the air. We expect that in a few months everyone that wants to be vaccinated will have had the opportunity to do so, and that our buildings will return to most of their pre-pandemic operations.
Nevertheless, as a leading company in the office business, we will inevitably face continuing questions and uncertaintiesof Governor of New Hampshire.
Social Justice
This past year, Americans also witnessed major social-justice movements that spotlighted the racial injustices and economic inequities that continue to plague our society. In response, and despite the separate challenges of COVID, the Company decided that we needed to expand and accelerate our longstanding commitment to diversity, equity and inclusion. Owen immediately set the tone-at-the-top by signing on to the CEO Action for Diversity and Inclusion campaign, the largest collective business commitment ever made on this issue. The Company also took internal steps to address these issues by establishing the BXP Diversity and Inclusion Committee in early 2020. The mission of this new committee is two-fold: (1) to promote and ingrain diversity, inclusion, equality and transparency as a cornerstone of BXP’s culture, business activities and decision-making practices; and (2) to provide a priority mechanism for developing specific D&I-based programs that will have a positive impact on the Company as well as in the broader community. In addition, the Board expressly committed to engaging with management to identify other ways by which we can drive further change, and, for the first time, our Compensation Committee has included goals and objectives to ensure that our executives are held accountable for progress on these issues. To be fully transparent, we intend to provide periodic updates on the results of these efforts.
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Commitment to ESG
Lastly, responding further to the past year’s challenges, the Company has stepped up its Environmental, Social and Governance (ESG) efforts, which you will be able to see in detail in the accompanying proxy statement. Our investment and operating philosophies are both shaped by our core strategy of long-term ownership and our commitment to making our communities the centers of commerce and civic life that make them thrive. We are increasingly focused on developing and maintaining healthy, high-performance buildings, while simultaneously mitigating operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions, and climate change. To these ends, we have publicly adopted long-term energy, emissions, water and waste goals containing aggressive reduction targets that are aligned with the United Nations Sustainable Development Goals. Indeed, as you will see more about in our proxy statement, Boston Properties is recognized as an international leader in sustainability and ESG, and our management and Board firmly intend to preserve and enhance those achievements. For transparency, we have committed to provide high-quality ESG data and information for evaluation by independent third parties and, as new ESG assessments, ratings and frameworks emerge, we intend to engage fully with our stakeholders to make sure that we remain nimble and responsive.
The accompanying proxy statement contains a great deal of other important information about Boston Properties, and we hope you will take the time to read it and vote at the annual meeting. Whether or not you are able to participate in the “virtual” annual meeting, we welcome your interest in our affairs and thankThank you for your continued support.
Sincerely,
Joel I. Klein
Chairmansupport of the Board
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Owen D. Thomas Chairman and Chief Executive Officer |
| Joel I. Klein Lead Independent Director | |||||||||||||
NOTICE OF 2021 ANNUAL
MEETING OF STOCKHOLDERS
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Date & Time Wednesday, May 9:00 a.m., | ||||||||||||||||||||||||||||||||
Location Salesforce Tower 415 Mission Street, 55th Floor San Francisco, CA 94105 | ||||||||||||||||||||||||||||||||
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ITEMS OF BUSINESS
| 1 | To elect the eleven (11) nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and | ||||
To hold a non-binding, advisory vote on named executive officer |
To approve the Fourth Amendment to the Boston Properties, Inc. |
To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
To consider and act upon any other matters that are properly brought by or at the direction of the Board of Directors before the annual meeting and at any adjournments or postponements |
IMPORTANT INFORMATION REGARDING OUR VIRTUAL ANNUAL MEETING
Due to the continuing public health concerns relating to the coronavirus, or COVID-19, Boston Properties’ 2021 annual meeting will be a “virtual” meeting conducted by live audio webcast. Stockholders will not be able to attend the meeting in person, but will be able to listen, vote and submit questions during the virtual annual meeting from any remote location that has internet connectivity. You or your proxyholder may participate and vote by visiting www.virtualshareholdermeeting.com/BXP2021 and using your 16-digit control number on your proxy card, voting instruction form, or the Notice of Internet Availability you previously received. For more information, see “Information about the Annual Meeting — Attending the Virtual Annual Meeting” on page 105 in the proxy statement.
A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting for at least ten days prior to May 20, 2021. The stockholder list will be available in electronic form during the annual meeting online at www.virtualshareholdermeeting.com/BXP2021.
Since becoming a public company in 1997 until 2020, we always held our annual meetings in person. However, due to COVID-19, we held a virtual annual meeting last year for the first time. We intend to hold our future annual meetings in person when it is safe to do so.
PROXY VOTING
By Order of the Board of Directors,
Frank D. Burt, ESQ.
Secretary
April 5, 2021
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 20, 2021. The proxy statement and our 2020 annual report to stockholders are available atwww.proxyvote.com.
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 | Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 22, 2024. The proxy statement and our 2023 annual report to stockholders are available at www.proxyvote.com. | ||||||||||||||||
| ERIC G. KEVORKIAN, ESQ. | |||||||||||||||||
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| › | Appendix B — Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | B-1 | |||||||||||||||
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2021 ANNUAL MEETING INFORMATION
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Date & Time Wednesday, May 22, 2024 9:00 a.m., | Location Salesforce Tower 415 Mission Street, 55th Floor San Francisco, CA 94105 | Record Date March 27, 2024 | ||||||||||||||||||||||||||||||
VOTING MATTERS AND RECOMMENDATIONS
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Vote by Internet Vote online at proxyvote.com | Vote by Telephone Vote by calling the toll-free number: 1-800-690-6903 | Vote by Mail Sign and date your proxy card and return it promptly in the postage-paid envelope provided | ||||||||||||||||||||||||||||||
| Proposal | Board voting recommendation | Where to find more information | ||||||||||||||
Proposal 1 | Election of Eleven (11) Directors |  | FOR each nominee | Page | ||||||||||||
Proposal 2 | Non-binding, Advisory Vote on Named Executive Officer Compensation | | Page | |||||||||||||
Proposal 3 | Approval of the Fourth Amendment to the Boston Properties, Inc. | | Page | |||||||||||||
Proposal 4 | Ratification of Appointment of Independent Registered Public Accounting Firm | | Page | |||||||||||||
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| Proxy Summary | ||||||||
BOARD NOMINEES
Following the recommendation of the
| 2016 | 2018 | 2019 | 2021 | 2023 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||
2 new directors | 1 new director | 2 new directors | 1 new director | 1 new director | 1 new nominee | |||||||||||||||||||||||||||||||||||||||||||||
| Karen E. Dykstra Bruce W. Duncan | Kelly A. Ayotte | Diane J. Hoskins William H. Walton, III | Mary E. Kipp | Derek Anthony West | Timothy J. Naughton | |||||||||||||||||||||||||||||||||||||||||||||
| Proxy Summary | / | |||||||
Name | Principal Occupation | Age(1) | Director Since | Independent | Current Committee Memberships | |||||
Joel I. Klein Chairman of the Board | Chief Policy and Strategy Officer of Oscar Health Corporation | 74 | 2013 | Yes | (2) | |||||
Kelly A. Ayotte | Former United States Senator for the State of New Hampshire | 52 | 2018 | Yes | Compensation (Chair); NCG | |||||
Bruce W. Duncan(3) | President and Chief Executive Officer and a Director of CyrusOne Inc. | 69 | 2016 | Yes | Audit; NCG | |||||
Karen E. Dykstra(3) | Former Chief Financial and Administrative Officer of AOL, Inc. | 62 | 2016 | Yes | Audit | |||||
Carol B. Einiger | President of Post Rock Advisors, LLC | 71 | 2004 | Yes | Compensation; NCG | |||||
Diane J. Hoskins | Chair and Co-Chief Executive Officer of M. Arthur Gensler Jr. & Associates, Inc. | 63 | 2019 | Yes | NCG; Sustainability (Chair) | |||||
Douglas T. Linde | President of Boston Properties, Inc. | 57 | 2010 | No | Sustainability | |||||
Matthew J. Lustig | Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. | 60 | 2011 | Yes | NCG (Chair); Sustainability | |||||
Owen D. Thomas | Chief Executive Officer of Boston Properties, Inc. | 59 | 2013 | No | Sustainability | |||||
David A. Twardock(3) | Former President of Prudential Mortgage Capital Company, LLC | 64 | 2003 | Yes | Audit (Chair); Compensation | |||||
William H. Walton, III | Co-Founder and Managing Member of Rockpoint Group, LLC | 69 | 2019 | Yes | Compensation | |||||
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| Name | Principal Occupation | Age(1) | Director Since | Independent | Current Committee Memberships(2) | ||||||||||||
Owen D. Thomas Chairman of the Board | Chief Executive Officer of Boston Properties, Inc. | 62 | 2013 |  | Sustainability | ||||||||||||
Joel I. Klein(3) Lead Independent Director | Chief Executive Officer of Retromer Therapeutics Corp. | 77 | 2013 | | ex officio(4) | ||||||||||||
Bruce W. Duncan(3)(5) | Former President and Chief Executive Officer of CyrusOne Inc. | 72 | 2016 | | Audit Compensation - Chair NCG | ||||||||||||
| Carol B. Einiger | President of Post Rock Advisors, LLC | 74 | 2004 | | Audit NCG | ||||||||||||
| Diane J. Hoskins | Global Co-Chair of M. Arthur Gensler Jr. & Associates, Inc. | 66 | 2019 | | NCG Sustainability - Chair | ||||||||||||
Mary E. Kipp(5) | President & Chief Executive Officer of Puget Sound Energy, Inc. | 56 | 2021 | | Audit - Chair Sustainability | ||||||||||||
| Douglas T. Linde | President of Boston Properties, Inc. | 60 | 2010 | | Sustainability | ||||||||||||
| Matthew J. Lustig | Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. | 63 | 2011 | | NCG - Chair Sustainability | ||||||||||||
Timothy J. Naughton(3)(5) | Chairman of the Board of AvalonBay Communities, Inc. | 63 | New Nominee | | N/A | ||||||||||||
| William H. Walton, III | Co-Founder and Managing Member of Rockpoint Group, LLC | 72 | 2019 | | Compensation | ||||||||||||
| Derek Anthony (Tony) West | Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. | 58 | 2023 | | Compensation | ||||||||||||
| Proxy Summary | ||||||||
SNAPSHOT OF 2021 BOARD NOMINEES
66.3 years | Average age of all BXP directors | |||||||||||||
67.3 years | Average age of BXP independent directors | |||||||||||||
63.3 years | Average age of independent directors for the S&P 500 | |||||||||||||
8.3 years | Average tenure of all BXP directors | |||||||||||||
7.3 years | Average tenure of BXP independent directors | |||||||||||||
7.8 years | Average tenure of all S&P 500 directors | |||||||||||||
| 27% | of BXP directors are women | |||||||||||||
| 33% | of all S&P 500 directors are women | |||||||||||||
| 18% | of BXP directors are from an underrepresented racial or ethnic group | |||||||||||||
| 24% | of all S&P 500 directors are from an underrepresented racial or ethnic group | |||||||||||||
| Proxy Summary | / | |||||||
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| Qualification/Experience | # of Directors | % of the Board | ||||||||||||||||||||||||||||||||||||||||||
 | Strategic Planning and Leadership | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
 | CEO/Executive Management | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
 | Risk Oversight | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
 | REITs and/or Real Estate | • | • | • | • | • | • | • | 7 | 64% | ||||||||||||||||||||||||||||||||||
 | Asset Management | • | • | • | • | • | • | • | 7 | 64% | ||||||||||||||||||||||||||||||||||
 | Capital Markets and Investment Banking | • | • | • | • | • | • | • | 7 | 64% | ||||||||||||||||||||||||||||||||||
 | Other Public Company Board Experience | • | • | • | • | • | • | • | • | 8 | 73% | |||||||||||||||||||||||||||||||||
 | Government and Public Policy | • | • | • | • | • | 5 | 45% | ||||||||||||||||||||||||||||||||||||
 | International | • | • | • | • | • | • | • | • | 8 | 73% | |||||||||||||||||||||||||||||||||
 | Financial Literacy | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
 | Audit Committee Financial Expert | • | • | • | 3 | N/A | ||||||||||||||||||||||||||||||||||||||
 | Technology Industry | • | • | • | • | 4 | 36% | |||||||||||||||||||||||||||||||||||||
 | Corporate Governance | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
 | Sustainability | • | • | • | • | • | • | 6 | 55% | |||||||||||||||||||||||||||||||||||
 | Talent Management | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | ||||||||||||||||||||||||||||||
| Proxy Summary | ||||||||
ENVIRONMENTAL, SOCIAL & GOVERNANCE
Environmental, social
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•Eleven (11) directors •Nine (9) directors (82%) are independent •On our current Board, four (4) directors (36%) are women and two (2) directors (27%) are African American •Of the eight first-time nominees for director since 2016, four (50%) were women and two (25%) were African American •Established guidelines on Board refreshment NEW(1) | |||||||||||||||
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•Each Board committee is authorized to retain separate legal counsel and engage other third-party advisors in its sole discretion •
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| Sustainability Highlights | •Corporate member of the U.S. Green Building Council •Fitwel Champion through a partnership with Fitwel, a leading healthy building certification system, to support healthy building design and operational practices across our portfolio •Since 2018, BPLP has issued an aggregate of $5.1 billion of green bonds in six separate offerings; allocation of net proceeds is restricted to “eligible green projects” •The Science-Based Targets initiative (SBTi) Target Validation Team classified BXP’s emissions reduction target as in line with a 1.5°C trajectory, the most ambitious designation available at the time of submission •33.4 million square feet LEED certified, of which 92% is certified at the highest Gold and Platinum levels (as of December 31, 2023) •We publish an annual Sustainability & Impact report, which is available on our website at http://www.bxp.com under the heading “Commitment,” but it is not incorporated by reference into this proxy statement or any other document we file with the SEC | |||||||||||||
| 2023 Awards and Recognitions | •Ranked among the top real estate companies in the 2023 GRESB assessment, earning an eighth consecutive 5-Star rating, and a twelfth consecutive “Green Star” designation •MSCI rating of "AA" and Carbon Disclosure Project score of "B" •Named to the Dow Jones Sustainability Index (DJSI) North America for the third consecutive year; one of seven real estate companies that qualified and the only office REIT in the index, scoring in the 94th percentile of real estate companies assessed for inclusion •Recognized at the Bronze Level by Commercial Property Executive for "Best ESG Program" •Named an ENERGY STAR Partner of the Year - Sustained Excellence Award Winner •Continued tenure as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy | |||||||||||||
PROXY STATEMENT
This proxy statement is being made available to stockholders of Boston Properties, Inc. (“we,” “us,” “our,” “Boston Properties” or the “Company”) on or about April 5, 2021 via the Internet or by delivering printed copies by mail, and is furnished in connection with the solicitation of proxies by the Board
Since becoming a public company in 1997 until 2020, we always held our annual meeting in person. Due to the health and safety concerns related to the COVID-19 pandemic, we held a virtual meeting in 2020 and will do so again this year. We intend to hold future annual meetings in person, provided that it is safe to do so.
ELECTION OF DIRECTORS
Boston Properties
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At the 20212024 annual meeting of stockholders, directors will be elected to hold office for a one-year term expiring at the 20222025 annual meeting of stockholders. Directors hold office until their successors are duly elected and qualified, or until their earlier resignation or removal. Any director appointed to fill a vacancy on our Board of Directors to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders following such appointment.
| Board of Directors Nominees | Bruce W. Duncan | Carol B. Einiger | ||||||||||||||||||
| Diane J. Hoskins | Mary E. Kipp | |||||||||||||||||||
| Joel I. Klein | Douglas T. Linde | |||||||||||||||||||
| Matthew J. Lustig | Timothy J. Naughton | |||||||||||||||||||
| Owen D. Thomas | William H. Walton, III | |||||||||||||||||||
| Derek Anthony (Tony) West | ||||||||||||||||||||
VOTE REQUIRED AND MAJORITY VOTING STANDARD
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Our Board of Directors also adoptedCorporate Governance Guidelines contain a related resignation policy, included in our Corporate Governance Guidelines, under which a director who fails to receive the required number of votes for re-election will tender his or her resignation to our Board of Directors for its consideration. The NCG Committee will then act on an expedited basis to determine whether it is advisable to accept the director’s resignation and will submit its recommendation for prompt consideration by our Board of Directors. Our Board of Directors will act on the tendered resignation within 90 days following certification of the stockholder vote and will promptly and publicly disclose its decision. Any director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. The NCG Committee and our Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation.
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The following biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2021 annual meeting, based on information furnished to Boston Properties by each nominee, as well as the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of Boston Properties.
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› SUMMARY OF BOARD NOMINEE QUALIFICATIONS, EXPERIENCE AND DIVERSITY
In addition to the minimum qualifications that our Board of Directors believes are necessary for all directors, the following chart highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of Boston PropertiesBXP and the execution of itsour long-term strategy .strategy. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the Boston PropertiesBXP Board of Directors. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee or any other person. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographical descriptions above.
| Qualification/Experience | Duncan | Einiger | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Thomas | Walton | West | ||||||||||||||||||||||||||||||||||||||||||||
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Strategic Planning and Leadership | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CEO/Executive Management | • | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Oversight | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||
| REITs and/or Real Estate | • | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Management | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Markets and Investment Banking | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other Public Company Board Experience | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Government and Public Policy | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||||
| International | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial Literacy | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||
| Audit Committee Financial Expert | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Technology Industry | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate Governance | • | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||
| Sustainability | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||||||
| Talent Management | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||||
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| Duncan | Einiger | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Thomas | Walton | West | ||||||||||||||||||||||||||||
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| White | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||||
| Gender | ||||||||||||||||||||||||||||||||||||||
| Male | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||||||
| Female | • | • | • | |||||||||||||||||||||||||||||||||||
| Board Tenure | ||||||||||||||||||||||||||||||||||||||
Years(2) | 8.0 | 20.0 | 5.0 | 2.4 | 11.3 | 14.3 | 13.3 | — | 11.1 | 5.0 | 1.0 | |||||||||||||||||||||||||||
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Owen D. Thomas Chairman of the Board and Chief Executive Officer of Boston Properties, Inc. Qualifications: Mr. Thomas is a recognized leader in the real estate industry with more than 35 years of executive leadership, strategic planning, management and international experience, as well as substantial experience in financial and capital markets. Our Board of Directors agreed to nominate Mr. Thomas for re-election to the Board for so long as he remains CEO, and he has agreed to resign from the Board upon termination of employment. Professional Background: •Chairman of the Board of Directors of BXP since May 2022 •Chief Executive Officer and a director of BXP since April 2013 •Member of the Board of Directors of Lehman Brothers Holdings Inc. (“LBHI”) since March 2012; Chairman of the Board of LBHI from March 2012 to March 2013 •Various positions at Morgan Stanley from 1987 to 2011 including: › Chief Executive Officer of Morgan Stanley Asia Ltd., › President of Morgan Stanley Investment Management, › Head of Morgan Stanley Real Estate, and › Managing Director •Member of Morgan Stanley’s Management Committee from 2005 to 2011 •Director of Grosvenor Group Limited from 2011 to 2013 Other Leadership Experience, Community Involvement and Education: •Member and former Global Chairman of the Urban Land Institute •Director of the Real Estate Roundtable •Member of the Advisory Board of Governors of Nareit •Member of The Economic Club of New York •Member and former Chairman of the Pension Real Estate Association •Chairman of the Board of Trustees of Woodberry Forest School •Former Director of the University of Virginia Investment Management Company •Received a BS in Mechanical Engineering from the University of Virginia and an MBA from Harvard Business School | ||||||||||||||
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Director since |April 2013 Age |62 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | ||||||||||||||
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DIVERSITY OF NOMINEES | ||||||||
| 9 of 11 | 8.2 years | 64.2 years | 4 | 1 | ||||
Independent Directors | Average Tenure of all Nominees | Average Age of all Nominees | Women | Ethnic Minority | ||||
Joel I. Klein Chief Executive Officer of Retromer Therapeutics Corp. Qualifications: Mr. Klein has worked for more than 50 years in private industry and government during which time he has gained significant experience in senior policy making and executive roles, as well as a broad range of legal and financial matters. Professional Background: •Chief Executive Officer of Retromer Therapeutics Corp., a biotech start-up, since December 2020 •Senior Advisor to CEO, Oscar Health Corporation, a health insurance company ("Oscar"), since January 2022; Chief Policy and Strategy Officer at Oscar from January 2016 to January 2022 •Director of Juul Labs since March 2021 •Director of News Corporation from January 2011 to November 2020 •Executive Vice President, Office of the Chairman of News Corporation from June 2003 to December 2015; Chief Executive Officer of Amplify, the education division of News Corporation, from January 2011 to December 2015 •Chancellor of the New York City Department of Education from 2002 through 2010, where Mr. Klein oversaw a system of over 1,600 schools with 1.1 million students, 136,000 employees and a $22 billion budget •U.S. Chairman and Chief Executive Officer of Bertelsmann, Inc. and Chief U.S. Liaison Officer to Bertelsmann AG, a media company, from 2001 to 2002 •Various roles with the Clinton administration, including Assistant U.S. Attorney General in charge of the Antitrust Division of the U.S. Department of Justice from 1997 to 2000 and Deputy White House Counsel to President Clinton from 1993 to 1995 •Entered the Clinton administration after 20 years of public and private legal work in Washington, DC Other Leadership Experience, Community Involvement and Education: •Chair of the Board of StudentsFirstNY •Member of the Board of The Foundation for Excellence in Education (ExcelinEd) •Member of the Advisory Boards of the Zuckerman Mind Brain Behavior Institute and Columbia College •Received honorary degrees from nine colleges and universities •Received a BA, magna cum laude, from Columbia University and a JD, magna cum laude, from Harvard Law School | ||||||||||||||
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Director Since |January 2013 Age |77 Independent Lead Independent Director Current BXP Board Committees •ex officio of all committees Other Public Company Boards •Current: None •Former (past 5 years): News Corporation | ||||||||||||||
| / | Proposal 1 | |||||||
Bruce W. Duncan Former President and Chief Executive Officer of CyrusOne Inc. Qualifications: Mr. Duncan provides more than 40 years of diverse real estate management and investment experience, including as a chairman, chief executive officer and a director of other publicly traded real estate investment trusts ("REITs"). Professional Background: •Former President, Chief Executive Officer and director of CyrusOne Inc., a REIT that develops, owns, operates and invests in data centers, from July 2020 to July 2021 •Various positions at First Industrial Realty Trust, Inc., an industrial REIT, including Chairman of the Board from January 2016 and director from January 2009 until retiring from both positions in July 2020; President and Chief Executive Officer from January 2009 until he stepped down as President in September 2016 and retired as Chief Executive Officer in November 2016 •Director of Marriott International, Inc. from September 2016 to July 2020 •Former Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a leading worldwide hotel and leisure company, from May 2005 until its acquisition by Marriott International, Inc. in September 2016; director of Starwood from 1999 to September 2016; interim Chief Executive Officer of Starwood from April 2007 to September 2007 •Trustee of Starwood Hotels & Resorts, a REIT and former subsidiary of Starwood, from 1995 to 2006 •Director of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. since September 2013 •Former senior advisor to Kohlberg Kravis Roberts & Co. ("KKR"), a global investment firm, from November 2018 to December 31, 2022; previously senior advisor to KKR from July 2008 to January 2009 •Various positions at Equity Residential, one of the largest publicly traded apartment REITs in the United States, from March 2002 to December 2005, including: › Trustee from March 2002 to December 2005, › Chief Executive Officer from January 2003 to December 2005, and › President from March 2002 to May 2005 •Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, one of North America’s largest owners and developers of retail and office properties, from December 1995 to March 2000 Other Leadership Experience, Community Involvement and Education: •Life Trustee of Rush University Medical Center in Chicago •Former member of the Executive Committee of the Board of Governors of Nareit •Former member of the Executive Committees of the Board of the Canadian Institute for Public Real Estate Companies (CIPREC) and the National Multi-Housing Council (NMHC) •Former trustee of the International Council of Shopping Centers (ICSC) •Received a BA in Economics from Kenyon College and an MBA in Finance from the University of Chicago | ||||||||||||||
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Director since |May 2016 Age |72 Independent Current BXP Board Committees •Audit •Compensation (Chair) •NCG Other Public Company Boards •Current: None •Former (past 5 years): CyrusOne Inc., First Industrial Realty Trust, Inc. and Marriott International, Inc. | ||||||||||||||
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Carol B. Einiger President of Post Rock Advisors, LLC Qualifications: Ms. Einiger has more than 45 years of experience as an investment banker and investment advisor, during which time she has gained significant expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities. Professional Background: •President of Post Rock Advisors, LLC, a private family investment office, since June 2018 •Founder and President of Post Rock Advisors, LLC, a registered investment advisory firm, from 2005 to 2016 and Senior Advisor to its successor firm from January 2017 to June 2018 •Chief Investment Officer of The Rockefeller University, responsible for management of the University’s endowment, from 1996 to 2005 •Chief Financial Officer and Acting President of the Edna McConnell Clark Foundation from 1992 to 1996 •Managing Director at Wasserstein Perella & Co. from 1989 to 1992 •Visiting Professor and Executive-in-Residence at Columbia Business School from 1988 to 1989 •Managing Director, Head of the Capital Markets Department and various positions at The First Boston Corporation from 1973 to 1988 •Various positions at Goldman, Sachs & Co. from 1971 to 1972 Other Leadership Experience, Community Involvement and Education: •Trustee and member of the Investment Committee, Albert Einstein College of Medicine •Chair of the Executive Council, Montefiore Einstein Comprehensive Cancer Center •Member of the Investment Committee, JPB Foundation •Former Director and Chair of the Investment Committee, UJA-Federation of New York •Former Trustee and member of the Investment Committees of the University of Pennsylvania, the Lasker Foundation and Horace Mann School •Former Vice Chair of the Investment Committee of The Museum of Modern Art •Former member of the Board of Overseers, Columbia Business School •Former member of the Advisory Board of Blackstone Alternative Asset Management •Former Director, Credit Suisse First Boston (USA) and the New York Stem Cell Foundation •Honored by numerous organizations, including the AJC, Albert Einstein College of Medicine, Anti-Defamation League, Catalyst, UJA-Federation of New York, Washington Institute for Near East Policy, Columbia Business School and University of Pennsylvania •Received a BA from the University of Pennsylvania and an MBA with honors from Columbia Business School | ||||||||||||||
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Director since |May 2004 Age |74 Independent Current BXP Board Committees •Audit •NCG Other Public Company Boards •Current: None •Former (past 5 years): None | ||||||||||||||
| / | Proposal 1 | |||||||
Diane J. Hoskins Global Co-Chair of M. Arthur Gensler Jr. & Associates, Inc. Qualifications: Ms. Hoskins has more than 40 years of architecture, design, real estate and business experience, including as a chief executive officer of a global brand. During this time, she has gained extensive leadership, strategic planning, financial stewardship and organizational development experience, as well as a deep understanding of markets and clients, including their current and future space needs and insight into how companies envision their workplaces of the future. Professional Background: •Global Co-Chair since January 2024 and Co-CEO since 2005 of M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”), the world’s largest architecture, design, and planning firm with more than 6,500 employees networked across 53 offices in the Americas, Europe, Asia, and the Middle East. As Global Co-Chair, Ms. Hoskins has broad responsibility for overseeing the company’s global strategy, growth, practice expansion and governance. •Director of Gensler since 2004; Co-Chair of the Gensler Board of Directors from 2016 to 2021 •Various other positions at Gensler since 1995, including Southeast Regional Managing Principal and Managing Director of the Washington, DC office •Founded the Gensler Research Institute in 2005 to generate new knowledge and develop a deeper understanding of the connection between design, business and the human experience •Senior Vice President of A. Epstein & Sons Architecture and Engineering from 1990 to 1994 •Development Analyst at Olympia & York from 1987 to 1990 •Architect Designer at Gensler from 1983 to 1985 •Architect at Skidmore Owings & Merrill from 1980 to 1983 Other Leadership Experience, Community Involvement and Education: •Trustee of the MIT Corporation serving on the Risk and Audit Committee; serves on the Visiting Committee of the MIT School of Architecture and School of Environmental and Civil Engineering •Trustee of the Board of Advisors of the University of California, Los Angeles ("UCLA") Anderson School of Management, Fellow of the Royal Society of Arts, Manufacturers and Commerce, London, UK •2023 Global Chair of the Urban Land Institute; Board Member of the Washington Board of Trade and member of several organizations, including the Economic Club of Washington, DC •Fellow of the American Institute of Architects •Received the 2022 Global Visionary Award from the World Trade Center Institute, the Spirit of Life Award from City of Hope and the Outstanding Impact Award from the Council of Real Estate Women •Inducted into the Washington Business Hall of Fame in 2016, and co-ranked on the Business Insider’s 100 “Creators” list, a who’s who of the world’s 100 top creative visionaries •Ms. Hoskins is sought after by the media to share her expertise in many top-tier media outlets, including The Wall Street Journal, The New York Times, Harvard Business Review, Fortune, Business Insider, Financial Times, Bloomberg TV, and global architecture and design trade publications •Frequent speaker at premier conferences, including the Bloomberg Business/CEO Summit, the Economist Human Potential Conference, and the Wall Street Journal Future of Cities Conference; featured panelist at the UN Climate Summit in the fall of 2019 •Graduated from MIT and received an MBA from the Anderson Graduate School of Management at UCLA | ||||||||||||||
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Director since |May 2019 Age |66 Independent Current BXP Board Committees •Sustainability (Chair) •NCG Other Public Company Boards •Current: None •Former (past 5 years): None | ||||||||||||||
Mary E. Kipp President & Chief Executive Officer of Puget Sound Energy, Inc. Qualifications: Ms. Kipp has extensive executive and leadership experience with public companies in the energy services industry, particularly in implementing the transition to supplying 100% clean electricity, and is a resident in BXP’s newest market of Seattle. Professional Background: •President, Chief Executive Officer and a director of both Puget Energy, Inc. ("PEI"), an energy services holding company, and its wholly owned subsidiary, Puget Sound Energy, Inc. ("PSE"), the largest electric and natural gas utility in the State of Washington, since January 2020 •Joined PEI and PSE as President in August 2019 •Member of the Board of Directors of Hawaiian Electric Company, Inc. since January 2023 •President and Chief Executive Officer of El Paso Electric Company ("EPE") from May 2017 to August 2019 •Director of EPE from December 2015 to August 2019 •Director of Landis+Gyr from June 2018 to June 2019 •Various positions at EPE from 2007 to 2019, including: › Chief Executive Officer from December 2015 to May 2017, › President from September 2014 to December 2015, › Senior Vice President, General Counsel and Chief Compliance Officer, and › Vice President, Legal and Chief Compliance Officer •Former prosecuting attorney for the Federal Energy Regulatory Commission (FERC) •Former attorney for El Paso Natural Gas Company and Greenberg Traurig, LLP Other Leadership Experience, Community Involvement and Education: •Co-chair of Edison Electric Institute's Institute for Electric Innovation •Member of the Williams College President's Advisory Council •Member of Challenge Seattle •Member of the Board of Directors of Edison Electric Institute •Former member of the Boards of Directors of Alliance to Save Energy and Energy Insurance Mutual •Former Chair of Smart Electric Power Alliance and Borderplex Alliance •Former Deputy Chair of the Federal Reserve Bank of Dallas •Former member of the executive committee of the Texas Business Leadership Council •Received a BA from Williams College and a JD from The University of Texas School of Law, and is an alumna of Exeter College, Oxford University | ||||||||||||||
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Director since |December 2021 Age |56 Independent Current BXP Board Committees •Audit (Chair) •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): El Paso Electric Company and Landis+Gyr | ||||||||||||||
| / | Proposal 1 | |||||||
Douglas T. Linde President of Boston Properties, Inc. Qualifications: Mr. Linde has more than 35 years of experience in the real estate industry, including as our current President and as our former Chief Financial Officer, during which time he gained extensive knowledge of the real estate industry, capital markets and real estate finance, as well as substantial experience in transactional, operational and accounting matters. Professional Background: •President of Boston Properties, Inc. since May 2007 •Various positions at BXP since January 1997 including: › President, Chief Financial Officer and Treasurer from May 2007 to November 2007 › Executive Vice President, Chief Financial Officer and Treasurer from January 2005 to May 2007, › Senior Vice President, Chief Financial Officer and Treasurer from September 2000 to January 2005, › Senior Vice President for Financial and Capital Markets from October 1998 to September 2000, and › Vice President of Acquisitions and New Business from January 1997 to October 1998 •President of Capstone Investments, a Boston real estate investment company, from 1993 to 1997 •Project Manager and Assistant to the Chief Financial Officer at Wright Runstad and Company, a private real estate developer in Seattle, from 1989 to 1993 •Began his career in the real estate industry with Salomon Brothers’ Real Estate Finance Group Other Leadership Experience, Community Involvement and Education: •Trustee of the Beth Israel Lahey Health Board of Trustees •Director Emeritus of the Board of Directors of Beth Israel Deaconess Medical Center (“BIDMC”) and co-chair of the BIDMC capital campaign •Member of the Real Estate Roundtable •Former Director of the Boston Municipal Research Bureau and Jobs for Massachusetts •Former Member of the Urban Studies and Planning Visiting Committee at MIT •Trustee Emeritus of the Wesleyan University Board of Trustees •Received a BA from Wesleyan University and an MBA from Harvard Business School | ||||||||||||||
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Director since |January 2010 Age |60 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | ||||||||||||||
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Matthew J. Lustig Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. Qualifications: Mr. Lustig has worked in the real estate industry for more than 35 years, during which time he has gained extensive experience providing strategic and financial advice and transaction execution to clients and their boards of directors, including leading real estate companies, and investing in real estate companies and assets as a principal. Professional Background: •Chairman of North America Investment Banking at Lazard Frères & Co. (“Lazard”), the investment bank, since 2019, and Head of North America Investment Banking from 2012 to 2019, with responsibility for the management of a range of Financial Advisory/Investment Banking businesses •Head of Real Estate & Lodging at Lazard, a position he has held for more than 20 years. In recent years, Mr. Lustig has played an active role in more than $400 billion of advisory assignments and transactions involving leading real estate and lodging companies in the public and private markets •Former Chief Executive Officer of the real estate investment business of Lazard and its successors, where he oversaw multiple funds with more than $2.5 billion of equity capital invested in REITs and real estate operating companies •Director of Ventas, Inc., a REIT with a portfolio of senior housing, research and innovation, and healthcare properties, since May 2011 •Former Chairman of Atria Senior Living Group, Inc., until it was acquired by Ventas, Inc. in May 2011 •Former director of several other public and private fund portfolio REITs and companies Other Leadership Experience, Community Involvement and Education: •Member of the Real Estate Roundtable, the Urban Land Institute, the Pension Real Estate Association (former Board and Executive Committee member) and the Council on Foreign Relations •Member of the Real Estate Centers at the Wharton School of Business at the University of Pennsylvania (former Chairman of the Advisory Board) and Columbia Business School •Member of the Board of Advisors at the School of Foreign Service at Georgetown University •Received a BSFS from Georgetown University | ||||||||||||||
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Director since |January 2011 Age |63 Independent Current BXP Board Committees •NCG (Chair) •Sustainability Other Public Company Boards •Current: Ventas, Inc. •Former (past 5 years): None | ||||||||||||||
| / | Proposal 1 | |||||||
Timothy J. Naughton Chairman of the Board of AvalonBay Communities, Inc. Qualifications: Mr. Naughton provides more than 30 years of real estate experience, including as a former chief executive officer of a publicly-traded REIT, as well as public company directorship experience. Professional Background: •Chairman of the Board of Directors of AvalonBay Communities, Inc. (“AvalonBay”), a REIT focused on multifamily communities, since May 2013 (served as Executive Chairman of the Board throughout 2022) and has been a director of AvalonBay since September 2005 •Various other positions at AvalonBay and its predecessor since 1989, including: › Chief Executive Officer from January 2012 to January 2022, › President from February 2005 to January 2021, › Chief Operating Officer from 2001 to 2005, › Senior Vice President, Chief Investment Officer from 2000 to 2001, and › Senior Vice President and Vice President, Development and Acquisitions from 1993 to 2000 •Director of Park Hotels & Resorts Inc. since January 2017 •Former Director of Welltower Inc. from December 2013 to May 2019 •Senior advisor to Navitas Capital, a property technology early-stage venture capital firm, and Energy Impact Partners, a climate technology venture capital firm Other Leadership Experience, Community Involvement and Education: •Member of the Real Estate Roundtable •Member and former Chairman of the Multifamily Council of the Urban Land Institute •Member of the Board of Directors of the Jefferson Scholars Foundation at the University of Virginia •Member of the Executive Committee and Advisory Board of the White Ruffin Byron Center for Real Estate •Member of the Board of Trustees of the Virginia Athletics Foundation •Member of the Board of Directors of First Tee, Virginia Blue Ridge •Member of The Economic Club of Washington, D.C. •Former Chairman of Nareit •Received an MBA from Harvard Business School and a BA in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa | ||||||||||||||
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New Director Nominee Age |63 Independent Current BXP Board Committees •N/A Other Public Company Boards •Current: AvalonBay Communities, Inc. and Park Hotels & Resorts Inc. •Former (past 5 years): Welltower Inc. | ||||||||||||||
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William H. Walton, III Co-Founder and Managing Member of Rockpoint Group, LLC Qualifications: Mr. Walton has more than 40 years of real estate investment, development and executive experience, as well as having served as a director of several public and private companies. Professional Background: •Co-Founder and Managing Member of Rockpoint Group, LLC (“Rockpoint”), a global real estate investment management firm, where Mr. Walton is responsible for the overall operations and management of Rockpoint, as well as overseeing the origination, structuring and asset management of all of Rockpoint’s investment activities; since 1994, the Rockpoint founding managing members have invested in approximately $80 billion of real estate •Co-founder of Westbrook Real Estate Partners, LLC (“Westbrook”), a real estate investment management firm •Prior to co-founding Westbrook, served as managing director in the real estate group of Morgan Stanley & Co., Inc. •Director of FRP Holdings, Inc., a publicly traded real estate investment and development company, since February 2015 •Director of Crow Holdings, a privately owned real estate and investment firm, since December 2007 •Former director of Dream Finders Homes, Inc. from January 2021 to May 2023 •Former trustee of Corporate Office Properties Trust, and former director of Florida Rock Industries and The St. Joe Company Other Leadership Experience, Community Involvement and Education: •Director, trustee or advisory board member of several non-profit organizations, with a particular interest in educational and policy entities, including the American Enterprise Institute, the University of Florida Investment Corporation, as well as Princeton University's Andlinger Center for Energy and the Environment, Griswold Center for Economic Policy Studies, Mpala Research Center and Art Museum •Former member of the boards of Communities in Schools, the Episcopal School of Jacksonville, the Jacksonville University Public Policy Institute, KIPP Jacksonville Schools, Princeton University and Princeton University Investment Company •Received an AB from Princeton University and an MBA from Harvard Business School | ||||||||||||||
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Director since |May 2019 Age |72 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: FRP Holdings, Inc. •Former (past 5 years): Dream Finders Homes, Inc. | ||||||||||||||
| / | Proposal 1 | |||||||
Derek Anthony (Tony) West Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. Qualifications: Mr. West has more than 25 years of experience working in the public and private sectors, including the federal government and leading technology and private equity companies, during which time he has gained extensive experience in the areas of public policy, executive management, risk oversight, governance and the law. Professional Background: •Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. ("Uber"), a global technology platform providing mobility as a service, since 2017, where Mr. West leads Uber's global Legal, Compliance and Ethics, and Security functions •Director of Ro, a direct-to-patient healthcare company, since 2020 •Former Director of Khosla Ventures Acquisition Co. from 2021 to 2023 •Former Executive Vice President of Public Policy and Government Affairs, General Counsel and Corporate Secretary at PepsiCo from 2014 to 2017 •Former Associate Attorney General of the United States from 2012 to 2014 •Former Assistant Attorney General for the Civil Division in the U.S. Department of Justice from 2009 to 2012 •Former litigation partner at Morrison & Foerster LLP from 2001 to 2009 •Former Special Assistant Attorney General, California Department of Justice from 1999 to 2001 •Former Assistant United States Attorney in the Northern District of California, U.S. Department of Justice from 1994 to 1999 •Former Special Assistant to the Deputy Attorney General, U.S. Department of Justice from 1993 to 1994 Other Leadership Experience, Community Involvement and Education: •Member of the board of the NAACP Legal Defense and Educational Fund •Member of the Obama Foundation's My Brother's Keeper Alliance Advisory Council •Graduated with honors from Harvard College, where he served as publisher of the Harvard Political Review, and received a JD from Stanford Law School, where he was President of the Stanford Law Review | ||||||||||||||
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Director since |May 2023 Age |58 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: None •Former (past 5 years): None | ||||||||||||||
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› 2021 INDEPENDENCE DETERMINATIONS
| 9 of 11 Current BXP Directors are Independent | Kelly A. Ayotte
| Bruce W. Duncan | ||||||||||||||||||
| Carol B. Einiger
| Diane J. Hoskins | |||||||||||||||||||
| Mary E. Kipp | Joel I. Klein | |||||||||||||||||||
| Matthew J. Lustig |
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| Derek Anthony (Tony) West | ||||||||||||||||||||
CONSIDERATION OF DIRECTOR NOMINEES
› SECURITYHOLDER RECOMMENDATIONS
| Proposal 1 | / | |||||||
•the name and address of record of the securityholder;
•a representation that the securityholder is a record holder of our securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act of 1934;
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•the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;
•a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;
•a description of all arrangements or understandings between the securityholder and the proposed director candidate;
•the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and
•any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the Securities andSEC.
› BOARD MEMBERSHIP CRITERIA
•the candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;
•the candidate must be highly accomplished in his or her respective field, with superior credentials and recognition;
•the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;
•the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the candidate may serve;
•the candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us and our stockholders; and
•to the extent the candidate serves or has previously served on other boards, the candidate must have a history of actively contributing at board meetings.
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•a majority of the Board of Directors will be “independent” as defined by the NYSE rules;
•each of its Audit, Compensation and NCG Committees will be comprised entirely of independent directors; and
•at least one member of the Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.
•whether the candidate has direct experience in the real estate industry or in the markets in which we operate; and
•whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background (including geography, gender and ethnicity) and experience.
› IDENTIFYING AND EVALUATING NOMINEES
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The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a securityholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In identifying and evaluating proposed director candidates, the NCG Committee may consider, in addition to the minimum qualifications for NCG Committee-recommended director nominees, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience, his or her independence, the needs of our Board, and whether athe candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. Other than circumstances in which we may be legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a securityholder based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.
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Our Corporate Governance Guidelines provide that our Board of Directors doesLeadership Structure
June 1997-Jan 2010 •From our IPO in June 1997 until January 2010, the roles of Chairman and CEO were separate •Our founders, Mortimer B. Zuckerman and Edward H. Linde, served as Executive Chairman and CEO, respectively | Apr 2013 •The roles of Chairman and CEO were again separated when Mr. Thomas was hired as CEO •Mr. Zuckerman continued to serve as Executive Chairman of the Board | May 2016 •Mr. Zuckerman retired as Executive Chairman, and Mr. Zuckerman and Ivan G. Seidenberg did not stand for re-election •The Board conferred the honorary title of Chairman Emeritus upon Mr. Zuckerman •The independent directors selected Mr. Klein to serve as Lead Independent Director | May 2022 • The Board determined to again combine the roles of Chairman and CEO and appointed Mr. Thomas as Chairman • The independent directors selected Ms. Ayotte to serve as Lead Independent Director | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan 2010 •The roles of Chairman and CEO were combined when Mr. Zuckerman assumed the role of CEO upon the passing of Mr. E. Linde | May 2014 •The Board established a Lead Independent Director role •The independent directors selected Ivan G. Seidenberg to serve as the initial Lead Independent Director | May 2019 •The Board appointed Mr. Klein to serve as its independent Chairman | July 2023 •Ms. Ayotte stepped down as Lead Independent Director and the independent directors selected Mr. Klein to serve as Lead Independent Director | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| / | Corporate Governance | |||||||
When our Board of Directors amended ourif:
| › | the positions of Chairman of the Board and CEO are held by the same person, or |  | the independent directors shall select an independent director to serve as Lead Independent Director | ||||||||||||||
| › | the position of Chairman of the Board is held by a non-independent director, or | ||||||||||||||||
| › | none of the directors has been elected to serve as Chairman of the Board, | ||||||||||||||||
The independent directors selected Mr. Klein to serve as lead independent director in May 2016, a position he held until May 2019. Our Board of Directors appointed Mr. Klein as independent, non-executive Chairman of the Board and Lead Independent Director should be, and at BXP they are, substantially similar, and they should further the same goals of ensuring effective immediately following the 2019 annual meeting of stockholders,leadership and he continues to serve in that role.independent risk oversight. In addition to responsibilities that may be assigned from time to time by the fullindependent directors of the Board, Mr. Klein’sthe duties and responsibilities as Chairmanof a Lead Independent Director include:
✓Approving information sent to the Board
✓Approving Board meeting agendas and schedules to
✓Coordinating the work of each Board committee with the activities of the full Board
✓Calling meetings of the independent directors
✓Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of independent directors
✓Attending meetings of Board committees regularly
✓Encouraging and facilitating active participation of all directors ✓Providing leadership to the Board if circumstances arise in which the Chairman may have an actual or perceived conflict of interest with the
✓Serving as liaison between the CEO and the independent directors, including communicating feedback and direction to the CEO following executive sessions |
✓Ensuring that he is available, if requested by major investors, to engage in direct consultation and communication ✓Working with the CEO on matters of strategic importance to the Board and the Company
✓Working with the CEO and
✓Working with the CEO and the Compensation Committee to establish and review annual and long-term goals for assessing performance ✓Working with the Compensation Committee to evaluate the performance of the CEO
✓Conducting bi-annual, one-on-one interviews with individual directors regarding
✓Independently reviewing with the CEO the Company’s succession plan for executive officers | ||||||||||
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Board Leadership Structure Determinations & Disclosure
Numberdirectors: each current non-employee director is independent (9 out of Meetings and Attendance. Our Board of Directors met fourteen (14) times during 2020. Each incumbent director attended at least 75% of 11 directors),
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Annual Meeting Attendance. Directors are expected to attend annual meetings of our stockholders in person unless doing so is impracticable due to unavoidable conflicts. All directorsa successor director, then serving attended the 2020 annual meeting of stockholders.
Meetings of Non-Management Directors. Directors who qualify as “non-management” within the meaning of the rules of the NYSE meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of our entire Board and at such other times that the non-management directors deem appropriate, and they are chaired by our independent, non-executive Chairman of the Board. Each director has the right to call an executive session. Currently, all of our non-management directors are independent.
BOARD REFRESHMENT AND EVALUATIONS
› DIRECTOR SUCCESSION PLANNING
Led by our Chairmanpolicy of the Board and our NCGwill be to accelerate the vesting of any outstanding, unvested time-based equity awards held by the incumbent director that otherwise would have vested at the end of his or her then-current term.
identifies the collective mix of desired skills, experience, knowledge, diversity and independence for our Board of Directors, taken as a whole, and identifies potential opportunities for enhancement in one or more of those areas;
considers each current director’s experience, skills, principal occupation, reputation, independence, age, tenure, committee membership and diversity (including geography, gender and ethnicity); and
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Since 2016, our Board nominated, and our stockholders elected, five new directors, three of whom are women.
› BOARD COMMITTEE ROTATION
The NCG Committee also considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives to the fulfillment of the committees' duties.
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› DIRECTOR TENURE AND MANDATORY RETIREMENT AGE
To ensure that our Board has an appropriate balancewhich the directors may serve. Therefore, in evaluating the suitability of experience, continuitydirector candidates, including incumbent directors, and fresh perspective, our Board considers the lengthmaking its annual nominations of tenure and age when nominating candidates for election. Ourelection as directors, the Board does notwill consider, among other things, the employment status of individual directors (
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› BOARD AND COMMITTEE EVALUATIONS
Evaluation Process Our NCG Committee oversees the annual self-evaluation process to help ensure that actionable feedback is solicited on the effectiveness of our Board and its committees. | |||||||||||||||||
Topics considered during the Board and committee evaluations include: Board and Committee Operations | |||||||||||||||||
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| 1 | Written Questionnaires Individual directors provide feedback to the Board and each committee. | ||||||||||||||||
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| 2 | One-on-One Discussions Once every two years, our independent Chairman/Lead Independent Director conducts one-on-one interviews with each director regarding individual contributions and overall Board composition and planning. (Chair of the NCG Committee interviews the independent Chairman/Lead Independent Director) | ||||||||||||||||
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| 3 | Executive Session Executive session discussions of Board and committee evaluations led by our independent Chairman/Lead Independent Director and committee chairs. Discussion across our committees provides for a synergistic review of Board and committee performance. | ||||||||||||||||
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| 4 | Director Nominations; Policy Changes Directors nominated; policies and practices updated as appropriate. Examples include nominations of new director(s), changes to committee composition, skills, structure and authority; additional presentations on topics of importance; refinements to meeting materials and presentation format. | ||||||||||||||||
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Board of Directors Overall Risk Oversight | ← |  | |||||||||||||||||||||||||||
| Oversight of Designated Risks | |||||||||||||||||||||||||||||
| Audit Committee | ↑ | Compensation Committee | NCG Committee | ↓ | Sustainability Committee | ← | |||||||||||||||||||||||
| Reporting | Oversight and Direction | ||||||||||||||||||||||||||||
| Senior Management | ← | ||||||||||||||||||||||||||||
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Board of Directors Our Board of Directors administers its risk oversight function through: | ||||||||
•Regular periodic reports from management on key risks that we face, including, among others: ◦market conditions ◦client concentrations, credit worthiness and possible client bankruptcies ◦leasing activity and expected expirations ◦the status of development projects ◦compliance with debt covenants and credit ratings ◦management of debt maturities and interest-rate risk ◦access to debt and equity capital markets ◦existing and potential legal claims ◦environmental, social and governance risks ◦potential cyber incidents and intrusions ◦public health crises, pandemics and epidemics ◦succession planning | ||||||||
•Required approval by our Board of Directors (or a committee thereof) of significant transactions and other matters, including, among others: ◦acquisitions and dispositions of properties ◦development and redevelopment projects ◦new borrowings, refinancings and guarantees of debt, and the use of hedging instruments to manage interest-rate risk ◦the appointment of all officers ◦the compensation of executive officers ◦transactions with related persons and conflicts of interest | ||||||||
•Reports from the Audit, Compensation, NCG and Sustainability Committees, and other committees that may be established from time to time, on matters delegated to them | ||||||||
•Reports from outside advisors and consultants, including environmental and climate-related experts, and cyber, legal, accounting and tax professionals, regarding various areas of potential risk | ||||||||
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Board Committees Our Board of Directors uses its committees to assist in risk oversight as follows: | |||||||||||||||||
| Audit Committee | Compensation Committee | ||||||||||||||||
The Audit Committee oversees risks related to: •the independence and performance of our independent auditors; •the integrity of our financial statements and internal control over financial reporting; •compliance with GAAP and management's use of estimates and judgments; •our use of non-GAAP financial measures; •cybersecurity; •REIT compliance; •pending and threatened litigation, legal and regulatory requirements, and insurance; •the performance of our internal audit function; and •our anti-fraud program. | The Compensation Committee oversees risks related to: •our ability to attract, retain and motivate our executive officers; •the use of compensation practices and plans to align the interests of our executives with those of our stockholders; and •the influence of incentive compensation on excessive risk-taking. For more information, see “Compensation Discussion and Analysis—Other Compensation Policies—Assessment of Compensation-Related Risks” on page 100. | ||||||||||||||||
| NCG Committee | Sustainability Committee | ||||||||||||||||
The NCG Committee oversees risks related to: •the composition, leadership and independence of the Board and its committees; •the general operations of the Board; •the process of conducting the annual Board and committee self-evaluations; •our compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE; and •policies with respect to the consideration of director candidates recommended by stockholders. | The Sustainability Committee oversees risks related to: •environmental and climate action and resilience trends and issues; •our progress in achieving our sustainability goals and initiatives; and •regulatory compliance matters that may impact our sustainability objectives. | ||||||||||||||||
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8 Board meetings in 2023 | Number of Meetings and Attendance. Our Board of Directors met eight (8) times during 2023. Each incumbent director attended at least 75% of the aggregate of (x) the total number of meetings of our Board of Directors in 2023 held during the period for which he or she was a director and (y) the total number of meetings in 2023 of all committees of our Board of Directors on which the director served during the periods that he or she served. | |||||||||||||
100% attendance at the 2023 Annual Meeting | Annual Meeting Attendance. Directors are expected to attend annual meetings of our stockholders in person unless doing so is impracticable due to unavoidable conflicts. All directors then serving attended the 2023 annual meeting of stockholders. | |||||||||||||
97% In the aggregate, during 2023, our directors attended more than 97% of the total number of Board meetings and meetings of committees on which they served. | Meetings of Non-Management Directors. Directors who qualify as “non-management” within the meaning of the rules of the NYSE meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of our entire Board and at such other times that the non-management directors deem appropriate, and they are chaired by our independent Chairman of the Board, if one is elected, or our Lead Independent Director. Each director has the right to call an executive session. Currently, all of our non-management directors are independent. | |||||||||||||
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› AUDIT COMMITTEE
| Current Committee Assignments | ||||||||||||||
| Name | Audit | Compensation | NCG | Sustainability | ||||||||||
Kelly A. Ayotte(1) | | |||||||||||||
| Bruce W. Duncan |  |  | | |||||||||||
| Carol B. Einiger | | | ||||||||||||
| Diane H. Hoskins | | | ||||||||||||
| Mary E. Kipp | | | ||||||||||||
Joel I. Klein(2) | ex officio | ex officio | ex officio | ex officio | ||||||||||
| Douglas T. Linde | | |||||||||||||
| Matthew J. Lustig | | | ||||||||||||
| Owen D. Thomas | | |||||||||||||
| William H. Walton, III | | |||||||||||||
| Derek Anthony (Tony) West | | |||||||||||||
| Number of Meetings in 2023 | 8 | 7 | 3 | 2 | ||||||||||
| Committee Chair | | Committee Member | | Audit Committee Financial Expert | ||||||||||||||||||
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Audit Committee Number of Meetings in
2023 8 Members Mary E. Kipp (Chair) Bruce W. Duncan Carol E. Einiger* *Ms. Einiger was appointed to the Audit Committee on May 23, 2023. | The Audit Committee's authority and responsibilities include: •sole authority to appoint, retain, terminate and determine the compensation of our independent registered public accounting firm; •reviewing with our independent registered public accounting firm the scope and results of the audit engagement; •approving professional services provided by our independent registered public accounting firm; •reviewing the independence of our independent registered public accounting firm; •overseeing management of our cybersecurity risk; •overseeing the planning and conduct of our annual risk assessment; •evaluating the Company's internal audit function and reviewing the internal audit plan; and •performing such other oversight functions as our Board may request from time to time. | |||||||||||||
Financial Expertise:Our Board of Directors determined that each of Ms.
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Each member of the Audit Committee is an “independent” director as that term is defined in the rules of the For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal | ||||||||||||||
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› COMPENSATION COMMITTEE
Ayotte* | The Compensation •reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and certain designated senior executive officers; •evaluating the performance of the CEO and designated senior executive officers in light of such goals and objectives and determining and approving compensation of these officers based on such evaluation; •reviewing and approving the compensation of other executive officers; •reviewing and approving grants and awards under all incentive-based compensation plans and equity-based plans; •reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee directors; and •performing other functions and duties
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Each member of the Compensation Committee is an rules of the NYSE. The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and approves all equity awards for all employees and has delegated limited authority to the CEO to make equity grants to employees who are not executive officers. In The Compensation Committee Report is included in this proxy statement on page | ||||||||||||||
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› NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Nominating and Corporate Governance Committee Number of Meetings in 2023 3 Members Matthew J. Lustig (Chair)
Bruce W. Duncan Carol B. Einiger
| The •identifying individuals qualified to become Board members, consistent with criteria established by the NCG Committee, and recommending to the Board director nominees for election at each annual meeting of stockholders; •recommending to the Board the directors for appointment to •establishing a policy with regard to the consideration by the NCG Committee of director candidates recommended by securityholders; •establishing procedures to be followed by securityholders submitting such recommendations and establishing a process for identifying and evaluating nominees for our Board of Directors, including nominees recommended by securityholders; and •performing such other functions as | |||||||||||||
The NCG Committee is also responsible for annually reviewing our Corporate Governance Guidelines and recommending any changes to our Board of Directors. These Corporate Governance Guidelines provide that the NCG Committee, together with our CEO, is responsible for coordinating succession planning by our Board of Directors. A copy of the Corporate Governance Guidelines is available on our website at http://investors.bxp.com/governance-guidelines. Each member of the NCG Committee is an independent director | ||||||||||||||
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› SUSTAINABILITY COMMITTEE
Sustainability Committee Number of Meetings in 2023 2 Members Diane J. Hoskins (Chair) Mary E. Kipp Douglas T. Linde Matthew J. Lustig Owen D. Thomas | The •reviewing and sharing real estate industry sustainability best practices; •working with our Board and management to establish environmental performance goals (energy, emissions, water and waste), and initiatives related to climate action and resilience; •monitoring and evaluating the Company’s progress in achieving its sustainability goals and commitments, as well as relevant independent environmental, sustainability and governance ratings and rankings; •reporting to and advising our Board as appropriate on the Company’s sustainability objectives and its strategy; •periodically reviewing legal, regulatory and compliance matters that may have a material impact on the implementation of the Company’s sustainability objectives, and making recommendations to our Board and management, as appropriate, with respect to the Company’s response to such matters; •assisting our Board in fulfilling its oversight responsibility by identifying, evaluating and monitoring the environmental and climate trends, issues, risks and concerns that affect or could affect the Company’s business activities and performance; •advising our Board on significant stakeholder concerns related to sustainability; and •performing such other functions as | |||||||||||||
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BOARD’S ROLE IN RISK OVERSIGHT
Our Board of Directors has overall responsibility for our risk oversight. The Board discharges this responsibility either directly with respect to significant matters or indirectly through its committees. While the full Board of Directors is primarily responsible for risk oversight, its committees monitor and address risks that are within the scope of a particular committee’s expertise, the committee’s charter or the resolution(s) appointing the committee. Our Board and its committees exercise their oversight responsibilities in a variety of ways, but in all cases our directors are informed by regular reports from management that are intended to identify key risks and our strategies to mitigate them.
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Audit Committee Role in Risk Assessment. The Audit Committee oversees an annual risk assessment designed to identifyOther Governance Matters
Because of the role of our Board of Directors in the risk oversight of Boston Properties, our Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. Our Board of Directors recognizes that there are different leadership structures that could allow it to effectively oversee the management of these risks,Ethics and while our Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason our Board of Directors selected its current leadership structure over other potential alternatives. See the discussion under the heading “– Board Leadership Structure” beginning on page 25 for a discussion of why our Board of Directors has determined that its current leadership structure is appropriate.
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› CODE OF BUSINESS CONDUCT AND ETHICS AND OTHER POLICIES
Our Board of Directors adopted the following policies, copies of which are available on our website:
•Code of Business Conduct and Ethics (the(the “Code of Ethics”) — available on our website athttp://investors.bxp.com/code-conduct-and-ethics
•Corporate Governance Guidelines — available on our website at http://investors.bxp.com/governance-guidelines
•Policy on Company Political Spending — available on our website at http://investors.bxp.com/policy-political-spend
› COMMUNICATIONS WITH THE BOARD
Stockholders and other interested parties who wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, may do so by:
Communicate with any of our directors or the Board of Directors as a group: | Communicate with our non-management directors as a group: | |||||||
Name(s) of Director(s)/Board of Directors of Boston Properties, Inc. c/o Compliance Officer Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103 | Non-Management Directors of Boston Properties, Inc. c/o Compliance Officer Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103 | |||||||
| Communicate with our Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters: | ||||||||
Follow any of the | Chair of the Audit Committee of Boston Properties, Inc. c/o Compliance Officer Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103 | |||||||
writing to the Chair of the Audit Committee of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.
You are welcome to make any such reports anonymously, but we prefer that you identify yourself so that we may contact you for additional information if necessary or appropriate.
Stockholders
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We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Compliance Officer will be forwarded by the Compliance Officer promptly to the addressee(s).
› COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mses. Ayotte and Einiger and Messrs. Duncan, Klein, Twardock, Walton and Walton eachWest served on the Compensation Committee during 2020.2023. None of these persons has served as an officer or employee of Boston Properties. NoneBXP. Except as described below, none of these persons had any relationships with Boston PropertiesBXP requiring disclosure under Item 404 of Regulation S-K. None of Boston Properties’BXP's executive officers served as a director or a member of a compensation committee (or other committee serving a similar function) of any other entity, an executive officer of which served as a director of Boston PropertiesBXP or a member of the Compensation Committee during 2020.
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› PROXY ACCESS BY-LAW PROVISIONS
Effective September 1, 2021, we leased approximately 2,700 square feet of office space to Retromer Therapeutics Corp., a start-up company of which Mr. Klein, our Lead Independent Director, is the Chief Executive Officer. The lease expired on December 31, 2023. Retromer made aggregate payments to BXP of approximately $264,000 during the year ended 2023.
•have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock continuously for at least the prior three years;
•represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control and that such stockholder or group does not presently have such intent; and
•provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting).
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› DIVERSITY & INCLUSION
Ourbe, our policy is to recruit, hire, assign, promote and train in all job titles without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, or protected veteran status, or any other characteristic protected by applicable law.
In 2020,local, state, or federal laws, rules, or regulations. By implementing this policy, we formalizedaim to ensure that all employees have the opportunity to make their maximum contribution to us and elevated our focus on diversity and equity within our company.
We launched the BXPBXP’s Diversity, Equity & Inclusion (“D&I”Council (the “DEI Council”) Committee with theis an executive-sponsored, employee-led, voluntary committee unified by BXP’s mission of promotingto promote diversity, equity, inclusion equality and transparency as part of our organization’s culture, decision-making practices and business activities, while also providing a mechanism for positive impact in the communities in which we operate. Since its formation in 2020, the DEI Council has grown to include more than 42 members across our six regions, and decision-making practices. Priorities foreach member contributes to the D&Ioverall mission through leadership in one or more of the DEI Council’s three committees – the Employee Engagement Committee, include recruiting, retentionthe Supplier Diversity & Engagement Committee and professional development, reviewthe Community Outreach Committee – and/or four employee resource groups (“ERGs”). Including ERG members, as of December 31, 2023, BXP’s DEI community consisted of 255 members, or 35% of BXP’s workforce.
| DEI Goals and Initiatives | |||||
| Belonging | •Launched BXP’s 4th ERG – VALOR – consisting of BXP’s veteran employees and their allies with a primary mission of leveraging its members’ shared and unique experiences to champion veteran recruitment, professional growth and development, and outward engagement •Celebrated internally among employees and externally with BXP clients across the portfolio important holidays and other dates that are significant to BXP’s DEI community | ||||
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| DEI Goals and Initiatives | Notable 2023 Activities | ||||
| Education | •Provided consultant-led training to BXP’s employees and numerous company-wide opportunities for exposure to DEI topics and experiences •Sponsored instructional sessions for DEI Council members to enhance the effectiveness of DEI leadership positions | ||||
| Social Responsibility | •Renewed BXP's depository relationship with the nation's largest Black-led bank •Continued BXP’s positive track record of engaging underrepresented business enterprises (“UBEs”) defined as minority-, women-, disabled-, LGBTQ+-, and/or veteran- owned businesses, increasing UBE partnerships by 6% year-over-year and UBE spend by 12% year-over-year | ||||
| Transparency & Communication | •Used multiple internal and external platforms to discuss and promote BXP’s DEI initiatives, achievements and future programming, including via Town Hall discussions, BXP-hosted webcast to BXP’s investor community and a presentation to our Board led by the Co-Chairs of the DEI Council •Created official branding for the DEI Council and each of its ERGs | ||||
| Governance | •Adopted charters for the DEI Council and ERGs to formalize protocols, guidelines, and a framework for future iterations of the DEI Council’s members •Followed a rigorous assessment of the DEI Council’s objectives, execution and effectiveness conducted by the DEI Co-Chairs, developing a robust 2024 schedule of DEI initiatives informed by the assessments and employee feedback | ||||
Total Workforce(1,2,3) | Manager & | |||||
n Men n Women n Non-Binary |  | ||||||||||
n Black/African American n White n Hispanic/Latino n Asian n Other | n Men n Women n Non-Binary | n Black/African American n White n Hispanic/Latino n Asian n Other | |||||||||
› CULTURE
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TheEmployee Engagement
By providing a quality workplace and comprehensive benefit programs, we recognize the commitment of our employees to bring their talent, energy and experience to us. Our continued success is attributable to our employees’ expertise and dedication. Our workforce, as referred to in this section, excludes intern employees and union employees for which the unions control primary aspects of the hiring process.
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Thethe success of our efforts in the workplace is demonstrated by the satisfaction and long tenure of our employees:
32%employees, 33% of whom have worked at BXP for ten or more years
years. The average tenure is 9.8 years for employees and 18.2 years for our executive leadership.
› HEALTH, SAFETY & WELLNESS
We are keenly aware of the influence of buildings on human health and its importance to our tenants and employees. In light of the COVID-19 pandemic, our focus on healthy buildings has become even more important.
In early 2020, we established a Health Security Task Force of internal and external subject matter experts
Task force developed the BXP Health Security Plan, a comprehensive set of building operational measures, including cleaning and disinfection, air and water quality, physical distancing, screening and personal protective equipment, and health security communication
We also believe the success of our employees depends upon their physical health, mental health, work-life balanceis approximately 9.2 years and financial well-being. To support this,that of our employee benefits program includes:
an Employee Wellness Program to encourage employees to improve their health and well-being, and
an Employee Assistance Program that includes services for childcare, eldercare, personal relationship information, financial planning assistance, stress management, mental illness and general wellness and self-help.
› CAREER DEVELOPMENTCareer Development & TRAINING
Training
In 2020, we offered Unconscious/Implicit Bias These development opportunities include in-person and virtual training as partsessions, in-house learning opportunities, various management trainings, departmental conferences, executive townhalls and external programs. We foster an environment of growth and internal promotion and strive for a best-in-class candidate experience for our internal applicants. Open positions are posted, and employees are highly encouraged to apply for promotion within the organization. For 2023, 12% of our commitmentemployees were promoted to recognize that we all have a role to play to mitigate unconscious bias inelevated roles within our organization. Of the work environmentemployees promoted, 51% were women and support an inclusive workforce.
28% were ethnically diverse.
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In addition, since 2018 we We completed our Fitwel Champion commitments and have been an active participant in the green bond market, which provides access to sustainability-focused investors interested in the positive environmental externalities of our business activities. BXP and its employees also make a social impact through charitable giving, volunteerism, public realm investments and diversity and inclusion. Through these efforts, we demonstrate that operating and developing commercial real estate can be conducted with a conscious regard for the environment and wider society while mutually benefiting our stakeholders.
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› INDUSTRY LEADERSHIP
We continue to be recognized as an industry leader in sustainability. In 2020, BXP ranked among the top real estate companies in the Global Real Estate Sustainability Benchmark (“GRESB”) assessment, earning a fifth consecutive 5 Star rating, the highest rating and recognition for being an industry leader. It was the ninth consecutive year that BXP earned the GRESB “Green Star” designation, achieving the highest scores in several categories, including: Data Monitoring & Review, Targets, Policies, Reporting and Leadership. BXP was also named one of America’s Most Responsible Companies by Newsweek magazine in 2020. BXP ranked 56th overall out of 400 companies included. It was the second highest ranking of all property companies and the highest ranking of any office REIT. In 2014, 2015, 2017, 2018 and 2019, BXP was selected by Nareit as a Leader in the Light Award winner. Nareit’s annual Leader in the Light Awards honor Nareit member companies that have demonstrated superior and sustained sustainability practices.
BXP has adopted sustainable development and operational practices across its portfolio. In 2017, shortly after the U.S. withdrawal from the Paris Agreement, BXP became a proud signatory of the We Are Still In declaration, and aligned emissions reduction targets with climate science. The SBTi Target Validation Team has classified BXP’s emissions reduction target ambition and has determined that it is in line with a 1.5°C trajectory, currently the most ambitious designation available. As of the end of 2020, BXP is one of six North American Real Estate companies with this distinction and the only North American office company in that group. We have LEED certified 27.7added 25.0 million square feet of Fitwel-certified buildings across our total in-service portfolio of which 96% is certified at the highest Gold and Platinum levels. BXP’s master lease form includes green lease clauses that support a more sustainable tenant-landlord relationship. In 2020, BXP was named a Green Lease Leader at the highest Gold level by the Institute for Market Transformation and the U.S. Department of Energy for exhibiting a strong commitment to high performance and sustainability in buildings and best practices in leasing. Through active asset management and tenant engagement, BXP has been a leader in energy efficiency and healthy building practices. In 2020 BXP was recognized by the Environmental Performance Agency a 2020 ENERGY STAR Partner of the Year. BXP was named a 2020 Best in Building Health award winner. We completed the first Fitwel Design Certified project in the world in 2019 and executed more Fitwel certifications by count and building area than any other company in 2019. BXP has 11 Fitwel Ambassadors among our Sustainability, Development and Property Management teams.
› GREEN FINANCE
From 2018 to 2021, BPLP issued an aggregate of $2.7 billion of green bonds in three separate offerings. The terms of the green bonds have restrictions that limit our allocation of the net proceeds to “eligible green projects.” We published our first Green Bond Allocation Report in June 2019, disclosing the full allocation of approximately $988 million in net proceeds from BPLP’s inaugural green bond offering to the eligible green project at our Salesforce Tower property in San Francisco, California. We recently published our September 30, 2020 Green Bond Allocation Report disclosing the full allocation of approximately $841 million in net proceeds from BPLP’s green bond offering in June 2019. The Green Bond Allocation Reports are available on our website at http://www.bxp.com under the heading “Sustainability,” but they are not incorporated by reference into this proxy statement, our Annual Report on Form 10-K, or any other document we file with the SEC.
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› CLIMATE RESILIENCE
Climate Resilience
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› PUBLIC SUSTAINABILITY GOALS AND PROGRESS
communication infrastructure for extreme heat, weather events, sea-level rise and flooding. We will continue to encourage the adaptation of our cities and management of physical and transition risks by maintaining a voice in policy decision-making at the local level through direct engagement and/or advocacy through collective membership-based groups.
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› ESG REPORTING
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Name | Age | Position | Joined BXP | |||
Raymond A. Ritchey | 70 | Senior Executive Vice President | 1980 | |||
Michael E. LaBelle | 57 | Executive Vice President, Chief Financial Officer and Treasurer | 2000 | |||
Peter D. Johnston | 62 | Executive Vice President, Washington, DC Region | 1987 | |||
Bryan J. Koop | 62 | Executive Vice President, Boston Region | 1999 | |||
Robert E. Pester | 64 | Executive Vice President, San Francisco, Region | 1998 | |||
John F. Powers | 74 | Executive Vice President, New York Region | 2014 | |||
Frank D. Burt | 62 | Senior Vice President, Chief Legal Officer and Secretary | 1986 | |||
Michael R. Walsh | 54 | Senior Vice President, Chief Accounting Officer | 1986 | |||
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| Name | Age(1) | Position | Joined BXP | ||||||||
| Raymond A. Ritchey | 73 | Senior Executive Vice President | 1980 | ||||||||
| Michael E. LaBelle | 60 | Executive Vice President, Chief Financial Officer & Treasurer | 2000 | ||||||||
| Bryan J. Koop | 65 | Executive Vice President, Boston Region | 1999 | ||||||||
| Rodney C. Diehl | 59 | Executive Vice President, West Coast Regions | 2005 | ||||||||
| Peter V. Otteni | 50 | Executive Vice President, Co-Head of the Washington, DC Region | 2000 | ||||||||
| Hilary J. Spann | 48 | Executive Vice President, New York Region | 2021 | ||||||||
| John J. Stroman | 45 | Executive Vice President, Co-Head of the Washington, DC Region | 2005 | ||||||||
| Donna D. Garesché | 58 | Executive Vice President, Chief Human Resources Officer | 2010 | ||||||||
| Eric G. Kevorkian | 53 | Senior Vice President, Chief Legal Officer & Secretary | 2003 | ||||||||
| Michael R. Walsh | 57 | Senior Vice President, Chief Accounting Officer | 1986 | ||||||||
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Michael E. LaBelle
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| Executive Officers | / | |||||||
•Senior Executive Vice President of BXP since January 2016, supporting BXP's Washington, DC, Los Angeles, and Seattle regional businesses, as well as coordinating companywide leasing and cross-regional client relationships •Various positions at BXP since 1980, including Executive Vice President, Head of our Washington, DC Office and National Director of Acquisitions and Development and Senior Vice President and Co-Manager of our Washington, DC office •Joined BXP in 1980, leading our expansion to become one of the dominant real estate firms in the Washington, DC metropolitan area •A leading commercial real estate broker in the Washington, DC area with Coldwell Banker from 1977 to 1980 •Immediate past president of the Board of Spanish Education Development (SED) Center •Member of the Federal City Council and The Economic Club of Washington •Founding member of the National Association of Industrial and Office Properties (NAIOP), Northern Virginia •Professional honors include: ULI Lifetime Achievement Award; Man of the Year, CREW; Brendan McCarthy Award; CREBA; Good Scout of the Year, Boy Scouts; Trendsetter of the Year, Transwestern; Developer of the Year (numerous organizations); Junior Achievement Man of the Year; and Washington Business Hall of Fame •Graduate of the U.S. Naval Academy and U.S. Naval Post Graduate School in Monterey, California | ||||||||||||||
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Raymond A. Ritchey Senior Executive Vice President | ||||||||||||||
•Executive Vice President, Chief Financial Officer & Treasurer of BXP since January 2016, with responsibility for overseeing the finance, accounting, tax, internal audit and investor relations departments, as well as capital markets, treasury management, credit underwriting, financial strategy and planning •Various positions at BXP since March 2000, including Senior Vice President, Chief Financial Officer & Treasurer from November 2007 to January 2016 and Senior Vice President, Finance from February 2005 to November 2007 •Former Vice President & Relationship Manager with Fleet National Bank from 1991 to 2000, with responsibility for financing large-scale commercial real estate developments •Former Associate National Bank Examiner with the Office of the Comptroller of the Currency in New York City specializing in commercial real estate debt portfolio analysis and valuation in commercial banks located throughout the Mid-Atlantic and Northeastern United States •Member of the National Advisory Board for the University of Colorado Real Estate Center •Member of the Board of the Legacy Fund of the Medfield Foundation •Received a BS in Economics from the University of Colorado | ||||||||||||||
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Michael E. LaBelle Executive Vice President, Chief Financial Officer & Treasurer | ||||||||||||||
| / | Executive Officers | |||||||
•Executive Vice President, Boston Region of BXP since January 2016, with responsibility for overseeing the operation of our existing regional portfolio in the Boston area, which includes the Boston CBD, Cambridge and Waltham/Lexington submarkets and developing new business opportunities in the area •Senior Vice President and Regional Manager of our Boston office from 1999 to 2016 •Various positions at Trammell Crow Company from 1982 to 1999, where his career covered high-rise office building leasing and the development of commercial office buildings and shopping centers, including Managing Director and Regional Leader for Trammell Crow | ||||||||||||||
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Bryan J. Koop Executive Vice President, Boston Region | ||||||||||||||
•Executive Vice President, West Coast Regions of BXP since February 2024, with responsibility for overseeing existing operations in the San Francisco Bay Area, Los Angeles and Seattle regions and developing new business opportunities in those areas •Senior Vice President and Co-Head of the West Coast Regions of BXP from September 2023 to February 2024 and Senior Vice President, Leasing of BXP from May 2005 to September 2023, with responsibility for all Bay Area leasing activities •Former Senior Vice President of Acquisitions from June 2004 to April 2005 and Regional Manager for Northern California from June 1997 to June 2004 of Bedford Property Investors •Various positions with Koll Management Services and Cushman & Wakefield throughout his 30+ years in the commercial real estate industry •Licensed California officer and real estate broker •Member of Urban Land Institute, NAIOP and the International Council of Shopping Centers •Received a BA in Economics from the University of California at Davis and an MBA from St. Mary’s College | ||||||||||||||
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Rodney C. Diehl Executive Vice President, West Coast Regions | ||||||||||||||
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| Executive Officers | / | |||||||
•Executive Vice President, Co-Head of the Washington, DC Region of BXP since January 2022, with joint responsibility for business activities and direct responsibility for overseeing project development, construction and marketing activities for our Washington, DC region •Various positions at BXP since 2000, including Senior Vice President, Co-Head of the Washington, DC Region from April 2021 to December 2021; Senior Vice President and Head of Development from January 2016 to April 2021; and Vice President, Development from January 2006 to January 2016 •Member of the Board of Directors of National Capital Area Region for the March of Dimes •Received a BS in Commerce from the University of Virginia and an MBA from the University of North Carolina, Kenan-Flagler Business School | ||||||||||||||
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Peter V. Otteni Executive Vice President, Co-Head of the Washington, DC Region | ||||||||||||||
•Executive Vice President, New York Region of BXP since September 2021 and Head of the New York Region since January 2022 with responsibility for overseeing all aspects of our New York and Princeton, New Jersey activities, including development, acquisitions, leasing, property management and construction activities •Various positions at CPP Investments from March 2016 to July 2021, including (1) Managing Director, Head of Real Estate Investments Americas from July 2017 to July 2021, with responsibility for leading all aspects of the real estate business, including investment strategy, talent acquisition and management, and portfolio management, and (2) Managing Director, Head of United States Real Estate Investments from March 2016 to July 2017 •Various positions at the Global Alternatives Group at J.P. Morgan Asset Management, including Managing Director, Head of Northeast Acquisitions, from May 2001 to February 2016 •Independent Director and member of the Sustainability Committee of Goodman Group (ASX: GMG) since April 2022 •Trustee of the Urban Land Institute ("ULI") •Trustee of the Madison Square Park Conservancy •Board of Governors of Real Estate Board of New York •Real Estate Life Science Advisory Board, New York City •Former director of the ULI Foundation •Received a BS in Architecture and a Masters of City Planning from the College of Architecture at the Georgia Institute of Technology •Studied architecture at the Ecole d’Architecture de Paris – La Villette | ||||||||||||||
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Hilary J. Spann Executive Vice President, New York Region | ||||||||||||||
| / | Executive Officers | |||||||
•Executive Vice President, Co-Head of the Washington, DC Region of BXP since January 2022, with joint responsibility for business activities and direct responsibility for overseeing the leasing, legal and property management activities for our Washington, DC region •Various positions at BXP since 2005, including •Senior Vice President, Co-Head of the Washington, DC Region of BXP from April 2021 to December 2021; Senior Vice President, Leasing from 2020 to April 2021; Vice President, Leasing from 2019 to 2020; and Vice President, Development from 2011 to 2019 •Received a BS in Civil Engineering from Johns Hopkins University and an MBA, Real Estate Development from the University of North Carolina, Kenan-Flagler Business School | ||||||||||||||
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John J. Stroman Executive Vice President, Co-Head of the Washington, DC Region | ||||||||||||||
•Executive Vice President, Chief Human Resources Officer of BXP since February 2023, with responsibility for leading and executing BXP's human capital strategy, providing strategic direction on human resource initiatives related to talent management, leadership development, succession planning, structuring competitive benefit and compensation systems, performance management, training and development, and employee relations •Various positions at BXP since 2010, including Senior Vice President, Chief Human Resources Officer from 2020 to February 2023: Senior Vice President, Human Resources from 2016 to 2020; and Vice President, Human Resources from 2010 to 2016 •Former Vice President, Human Resources for AEW Capital Management •Former Director, Human Resources for Beacon Properties •Received a BA from Saint Anselm College, an MA from Boston College, and holds an Executive & Organizational Coaching Professional certification from Columbia University | ||||||||||||||
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Donna D. Garesché Executive Vice President, Chief Human Resources Officer | ||||||||||||||
| Executive Officers | / | |||||||
•Senior Vice President, Chief Legal Officer & Secretary of BXP since June 2022, with responsibility for overseeing the legal and risk management departments •Senior Vice President, Senior Corporate Counsel of BXP from 2008 to June 2022 and Vice President, Corporate Counsel of BXP from 2003 to 2008. In those roles, Mr. Kevorkian was responsible for advising the Board of Directors and senior management on all securities law, corporate governance, general corporate law, executive compensation, REIT compliance, and tax matters. He also participates in the •Former attorney at Goodwin Procter LLP from 1995 to 2003, where he was a member of | ||||||||||||||
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Eric G. Kevorkian Senior Vice President, Chief Legal Officer & Secretary | |||||||||||
•Senior Vice President, Chief Accounting Officer of BXP since May 2016, with responsibility for overseeing BXP's financial reporting, property accounting and tax compliance and providing transactional support on capital markets activity •Executive Vice President, Chief Financial Officer and Treasurer of Paramount Group, Inc., a REIT focused on Class A office properties in New York City, Washington, DC and San Francisco, from March 2015 to March 2016 •Various positions at BXP from 1986 to 2015, including Senior Vice President, Finance and Capital Markets with responsibility for overseeing its accounting, financial reporting, financial analysis and tax functions and participated extensively in investor relations matters •Co-chair of Nareit's Accounting Committee •Member of Nareit's Best Financial Practices Council •Board member of the Boston Athletic Academy, a non-profit youth development organization that combines athletics with education •Received a BS, magna cum laude, from Eastern Nazarene College | |||||||||||||||
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Michael R. Walsh Senior Vice President, Chief Accounting Officer | ||||||||||||||
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PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The table below shows the amount of BXP common stock of Boston Properties, Inc. and units of partnership interest in our Operating Partnership beneficially owned as of February 5, 202112, 2024 by:
•each director and nominee for director;
•each of our named executive officers (“NEOs”);
•all directors and executive officers of Boston Properties Inc.BXP as a group; and
•each person known by Boston Propertiesus to be the beneficial owner of more than 5% of our outstanding common stock.
155,805,445•157,010,980 shares of our common stock outstanding;
16,097,110•16,508,277 common units of partnership interest in our Operating Partnership (“common units”) outstanding (other than the common units held by Boston Properties, Inc.), each of which is redeemable for one share of Boston Properties, Inc.’sBXP common stock (if Boston PropertiesBXP elects to issue common stock rather than pay cash upon such redemption);
1,587,923•2,687,398 long term incentive units of partnership interest in our Operating Partnership (“LTIP units”) outstanding that were issued as part of our long-term incentive (“LTI”) program, excluding LTIP units issued pursuant to 2019 Multi-Year Long-Term Incentive Program (“MYLTIP”) awards, 2020 MYLTIP awards and 2021 MYLTIP awards, each of which, upon the satisfaction of certain performance and service conditions, is convertible into one common unit; and
73,744•121,153 deferred stock units outstanding.
| Principal and Management Stockholders |
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| Common Stock | Common Stock and Units | ||||||||||||||||||||||
| Name and Address of Beneficial Owner* | Number of Shares Beneficially Owned(1) (#) | Percent of Common Stock(2) (%) | Number of Shares and Units Beneficially Owned(1) (#) | Percent of Common Stock and Units(3) (%) | |||||||||||||||||||
Directors, Nominees and Named Executive Officers(4) | |||||||||||||||||||||||
| Kelly A. Ayotte | 747 | ** | 10,822 | ** | |||||||||||||||||||
Bruce W. Duncan(5) | 21,000 | ** | 33,138 | ** | |||||||||||||||||||
Carol B. Einiger(6) | 46,779 | ** | 61,927 | ** | |||||||||||||||||||
| Diane J. Hoskins | 10,328 | ** | 10,328 | ** | |||||||||||||||||||
| Mary E. Kipp | 542 | ** | 5,436 | ** | |||||||||||||||||||
| Joel I. Klein | 16,547 | ** | 30,785 | ** | |||||||||||||||||||
Douglas T. Linde(7) | 183,563 | ** | 657,344 | ** | |||||||||||||||||||
Matthew J. Lustig(8) | 24,940 | ** | 42,036 | ** | |||||||||||||||||||
| Timothy J. Naughton | — | ** | — | ** | |||||||||||||||||||
| Owen D. Thomas | 10,483 | ** | 620,048 | ** | |||||||||||||||||||
| William H. Walton, III | 5,713 | ** | 14,741 | ** | |||||||||||||||||||
| Derek Anthony (Tony) West | 4,330 | ** | 4,330 | ** | |||||||||||||||||||
Raymond A. Ritchey(9) | — | ** | 259,076 | ** | |||||||||||||||||||
| Michael E. LaBelle | 23,894 | ** | 200,480 | ** | |||||||||||||||||||
| Bryan J. Koop | 10,284 | ** | 126,906 | ** | |||||||||||||||||||
All directors and executive officers as a group (22 persons)(4) | 395,003 | ** | 2,386,871 | 1.35 | % | ||||||||||||||||||
| 5% Holders | |||||||||||||||||||||||
The Vanguard Group(10) | 23,446,379 | 14.93 | 23,446,379 | 13.30 | % | ||||||||||||||||||
BlackRock, Inc.(11) | 18,575,604 | 11.83 | 18,575,604 | 10.54 | % | ||||||||||||||||||
Norges Bank (The Central Bank of Norway)(12) | 12,695,570 | 8.09 | 12,695,570 | 7.20 | % | ||||||||||||||||||
State Street Corporation(13) | 12,135,782 | 7.73 | 12,135,782 | 6.88 | % | ||||||||||||||||||
| Principal and Management Stockholders | ||||||||
| Common Stock | Common Stock and Units | |||||||||||||||
| Name and Address of Beneficial Owner* | Number of Shares Beneficially Owned(1) | Percent of Common Stock (2) | Number of Shares and Units Beneficially Owned (1) | Percent of Common Stock and Units (3) | ||||||||||||
Directors and Named Executive Officers |
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Kelly A. Ayotte(4) | 213 | * | * | 4,109 | * | * | ||||||||||
Bruce W. Duncan(5) | 21,000 | * | * | 26,959 | * | * | ||||||||||
Karen E. Dykstra(6) | 7,420 | * | * | 7,945 | * | * | ||||||||||
Carol B. Einiger(7) | 29,185 | * | * | 38,154 | * | * | ||||||||||
Diane J. Hoskins(8) | 4,149 | * | * | 4,149 | * | * | ||||||||||
Joel I. Klein(9) | 9,081 | * | * | 17,140 | * | * | ||||||||||
Douglas T. Linde(10) | 259,131 | * | * | 554,901 | * | * | ||||||||||
Matthew J. Lustig(11) | 8,799 | * | * | 19,716 | * | * | ||||||||||
Owen D. Thomas(12) | 63,624 | * | * | 402,264 | * | * | ||||||||||
David A. Twardock(13) | 8,060 | * | * | 8,060 | * | * | ||||||||||
William H. Walton, III(14) | 1,610 | * | * | 4,459 | * | * | ||||||||||
Raymond A. Ritchey(15) | — | * | * | 371,015 | * | * | ||||||||||
Michael E. LaBelle(16) | 11,333 | * | * | 135,195 | * | * | ||||||||||
Bryan J. Koop(17) | 17,919 | * | * | 87,145 | * | * | ||||||||||
All directors and executive officers as a group (19 persons)(18) | 499,708 | * | * | 1,912,747 | 1.10 | % | ||||||||||
5% Holders | ||||||||||||||||
The Vanguard Group(19) | 22,350,551 | 14.35 | % | 22,350,551 | 12.88 | % | ||||||||||
BlackRock, Inc.(20) | 16,207,690 | 10.40 | % | 16,207,690 | 9.34 | % | ||||||||||
Norges Bank (The Central Bank of Norway)(21) | 13,037,554 | 8.37 | % | 13,037,554 | 7.51 | % | ||||||||||
State Street Corporation(22) | 8,745,065 | 5.61 | % | 8,745,065 | 5.04 | % | ||||||||||
TCI Fund Management Limited | 8,362,038 | 5.37 | % | 8,362,038 | 4.82 | % | ||||||||||
| Name | Common Stock(a) (#) | Deferred Stock Units(b) (#) | Common Units (#) | LTIP Units(a) (#) | |||||||||||||
| Kelly A. Ayotte | — | 747 | — | 10,075 | |||||||||||||
| Bruce W. Duncan | 21,000 | — | — | 12,138 | |||||||||||||
| Carol B. Einiger | 18,000 | 28,779 | — | 15,148 | |||||||||||||
| Diane J. Hoskins | 10,328 | — | — | — | |||||||||||||
| Mary E. Kipp | 542 | — | — | 4,894 | |||||||||||||
| Joel I. Klein | — | 16,547 | — | 14,238 | |||||||||||||
| Douglas T. Linde | 183,563 | — | — | 473,781 | |||||||||||||
| Matthew J. Lustig | 10,000 | 14,940 | — | 17,096 | |||||||||||||
| Timothy J. Naughton | — | — | — | — | |||||||||||||
| Owen D. Thomas | 10,483 | — | — | 609,565 | |||||||||||||
| William H. Walton, III | — | 5,713 | — | 9,028 | |||||||||||||
| Derek Anthony (Tony) West | 3,390 | 940 | — | — | |||||||||||||
| Raymond A. Ritchey | — | — | 130,570 | 128,506 | |||||||||||||
| Michael E. LaBelle | 23,894 | — | — | 176,586 | |||||||||||||
| Bryan J. Koop | 10,284 | — | — | 116,622 | |||||||||||||
| All directors and executive officers as a group (22 persons) | 327,337 | 67,666 | 171,996 | 1,819,872 | |||||||||||||
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8.Includes 10,000 shares of common stock held indirectly through a trust of which Mr. Lustig is the beneficiary and trustee. 9.Includes, only under the “Number of Shares and Units Beneficially Owned” column, (x) 31,265 common units held by a trust of which Mr. Ritchey is a beneficiary and Mr. Ritchey’s spouse is the sole trustee and (y) 10,500 common units held by a grantor retained annuity trust of which Mr. Ritchey is the beneficiary and trustee. 10.Information regarding The Vanguard Group (“Vanguard”) is based solely on a Schedule 13G/A filed by Vanguard |
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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the executive officers and directors of Boston Properties, and persons who own more than ten percent of a registered class of Boston Properties’ equity securities, to file reports of ownership and changes in ownership with the SEC on February 13, 2024. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A indicates that Vanguard does not have sole voting power with respect to any shares of common stock and the NYSE. Officers, directorshas shared voting power with respect to 316,534 shares of common stock, sole dispositive power with respect to 22,684,658 shares of common stock and greater than ten percent beneficial owners are required by SEC regulationsshared dispositive power with respect to furnish Boston Properties with copies761,721 shares of all Section 16(a) forms they file. To our knowledge,common stock.
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› CASH COMPENSATION
During 2020,thereof. Instead, during 2023, we paid our non-employee directors the following cash compensation pursuant toretainers for Board and committee service under the Director Compensation Plan:
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| Role/Committee | Annual Cash Retainer(1)(2) ($) | Committee Chair Retainer(1)(2) ($) | Committee Member Retainer(1)(2) ($) | |||||||||||
| All Non-Employee Directors for Board Services | 85,000 | |||||||||||||
Chairman of the Board(2) | 125,000 | |||||||||||||
Lead Independent Director(2) | 50,000 | |||||||||||||
| Audit Committee | 20,000 | 15,000 | ||||||||||||
| Compensation Committee | 15,000 | 10,000 | ||||||||||||
| NCG Committee | 15,000 | 10,000 | ||||||||||||
| Sustainability Committee | 15,000 | 10,000 | ||||||||||||
› EQUITY COMPENSATION
•Annual Grant.Grant. Each continuing non-employee director is entitled to receive,received, on the fifth business day after the 2023 annual meeting of stockholders, an annual equity award with an aggregate value of $150,000.
•Initial Grant. Grant. Any new non-employee director that is appointed to our Board of Directors other than at an annual meeting of stockholders would be entitled to receive, on the fifth business day after the appointment, an initial equity award with
| Compensation of Directors | / | |||||||
•Annual and initial equity awards are made in the form of shares of restricted common stock or, if offeredelected by the Board of Directors and elected by such director, LTIP units (or a combination of both).
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•The actual number of shares of restricted common stock orand LTIP units that we grant isgranted was determined by dividing the fixed value of the grant by the closing market price of our common stock on the NYSE on the grant date.
•Annual and initial grants of LTIP units and restricted common stock will vest 100% on the earlier of (1) the first anniversary of the grant date and (2) the date of the next annual meeting of stockholders.
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| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | |||||||||
Kelly A. Ayotte | $ | 112,174 | $ | 135,000 | $ | 247,174 | ||||||
Bruce W. Duncan | $ | 121,535 | $ | 135,000 | $ | 256,535 | ||||||
Karen E. Dykstra | $ | 102,500 | $ | 150,000 | $ | 252,500 | ||||||
Carol B. Einiger | $ | 95,000 | $ | 135,000 | $ | 230,000 | ||||||
Diane J. Hoskins | $ | 95,000 | $ | 150,000 | $ | 245,000 | ||||||
Joel I. Klein | $ | 185,000 | $ | 135,000 | $ | 320,000 | ||||||
Matthew J. Lustig | $ | 112,500 | $ | 135,000 | $ | 247,500 | ||||||
David A. Twardock | $ | 130,000 | $ | 150,000 | $ | 280,000 | ||||||
William H. Walton, III | $ | 97,649 | $ | 135,000 | $ | 232,649 | ||||||
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | |||||||||||
| Kelly A. Ayotte | 118,071 | 148,500 | 266,571 | |||||||||||
| Bruce W. Duncan | 120,666 | 148,500 | 269,166 | |||||||||||
| Carol B. Einiger | 108,063 | 148,500 | 256,563 | |||||||||||
| Diane J. Hoskins | 120,000 | 165,000 | 285,000 | |||||||||||
| Mary E. Kipp | 122,143 | 148,500 | 270,643 | |||||||||||
| Joel I. Klein | 129,243 | 148,500 | 277,743 | |||||||||||
| Matthew J. Lustig | 120,000 | 148,500 | 268,500 | |||||||||||
David A. Twardock(3) | 51,429 | — | 51,429 | |||||||||||
| William H. Walton, III | 95,000 | 148,500 | 243,500 | |||||||||||
Derek Anthony (Tony) West(3) | 57,679 | 165,000 | 222,679 | |||||||||||
| Name | Deferred Stock Units Earned During (#) | ||||||||||||
| Kelly A. Ayotte | 1,984.31 | ||||||||||||
Bruce W. Duncan | 1,988.48 | ||||||||||||
Carol B. Einiger | 1,790.15 | ||||||||||||
Mary E. Kipp | 2,017.70 | ||||||||||||
| Joel I. Klein | 2,139.10 | ||||||||||||
Matthew J. Lustig | 1,992.43 | ||||||||||||
David A. Twardock | 972.69 | ||||||||||||
William H. Walton, III | 1,574.27 | ||||||||||||
| Derek Anthony (Tony) West | 913.90 | ||||||||||||
| Compensation of Directors |
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| LTIP Units (#) | (#) | ||||||||||
| Kelly A. Ayotte | 3,390 | — | |||||||||
| Bruce W. Duncan | 3,390 | — | |||||||||
| Carol B. Einiger | 3,390 | — | |||||||||
| Diane J. Hoskins | — | 3,390 | |||||||||
| Mary E. Kipp | 3,390 | — | |||||||||
| Joel I. | 3,390 | — | |||||||||
| Matthew J. Lustig | 3,390 | — | |||||||||
| David A. Twardock | — | — | |||||||||
| William H. Walton, III | 3,390 | — | |||||||||
| Derek Anthony (Tony) West | — | 3,390 | |||||||||
COMPENSATION DISCUSSION AND ANALYSIS
This “Compensation
| 2023 Named Executive Officers ("NEOs") |
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Owen D. Thomas | Chief Executive Officer | |||||||||||||||||||
Douglas T. Linde President |
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Raymond A. Ritchey | Senior Executive Vice President | |||||||||||||||||||
Michael E. LaBelle | Executive Vice President, Chief Financial Officer & Treasurer | |||||||||||||||||||
Bryan J. Koop | Executive Vice President, Boston Region | |||||||||||||||||||
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Our
| Compensation Discussion and Analysis | / | |||||||
| Considerations | Decisions & Results | |||||||||||||||||||
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Received ~89% stockholder support for BXP's executive compensation program for four consecutive years (2020-2023) | Maintained the same overall design, structure & components of BXP's executive compensation program for 2023 | |||||||||||||||||||
Exceeded 2023 goals and generated 2023 TSR of +11%, significantly improved from 2022 TSR | CEO's 2023 actual TDC was 2.8% greater than 2023 target TDC and 2.2% greater than 2022 actual TDC | |||||||||||||||||||
| / | Compensation Discussion and Analysis | |||||||
| Exceeded Financial Target | •Achieved FFO per share of $7.30(1) under the 2023 Annual Incentive Plan, exceeding BXP's diluted FFO per share target goal by $0.17 per share | ||||||||||||
 | Strong Leasing | •Signed leases for a total of approximately 4.2 million(2) square feet despite challenging operating environments for our clients and the corresponding impact on space demand •Signed leases having an aggregate weighted-average lease term of 8.2 years(2) | ||||||||||||
 | Capital Management | Enhanced liquidity, repaid or extended maturing debt, and accessed capital despite extremely challenged debt and capital market conditions, high interest rates and negative office sentiment that deeply and negatively impacted commercial real estate •Completed debt and private equity market activities totaling approximately $4.5 billion (of which our share was approximately $4.0 billion), including ✓entered into a $1.2 billion unsecured term loan in January 2023, a portion of the proceeds of which were used to fully repay a $730 million unsecured term loan maturing in May 2023 ✓issued $750 million of “green bonds” in May 2023 ✓raised approximately $750 million in private equity commitments in November 2023 from an institutional investor for a 45% joint venture interest in each of 290 Binney and 300 Binney Streets(3) | ||||||||||||
 | BXP Life Sciences Expansion | •Commenced the development/redevelopment of two, 100% pre-leased life sciences projects totaling 802,000 square feet in Kendall Square in Cambridge, Massachusetts ✓290 Binney Street, a ground-up laboratory/life sciences development project ✓300 Binney Street, a laboratory/life sciences redevelopment project •Completed and fully placed in-service 751 Gateway in South San Francisco, California, an approximately 231,000 net rentable square feet laboratory/life sciences development project that is 100% leased and in which BXP owns a 49% interest in the property. | ||||||||||||
| Compensation Discussion and Analysis | / | |||||||
| Opportunistic Capital Allocation | •Acquired joint venture interests from two institutional partners in three assets that BXP expects will be accretive to BXP's short-term and long-term earnings for an aggregate cash purchase price of $48 million. The acquired ownership interests include: ✓a 45% interest in Santa Monica Business Park in Santa Monica, California, which is 88% leased(4) ✓an ~29% interest in 360 Park Avenue South in New York, New York, which is under redevelopment ✓a 50% interest in 901 New York Avenue in Washington, DC, which is 84% leased(4) | ||||||||||||
| Leadership in Sustainability | •Maintained BXP's industry leadership position in sustainability evidenced by continued recognition from industry groups and the receipt of other key distinctions, including: ✓ranking among the top real estate companies in the GRESB assessment, earning the highest 5-Star rating and BXP’s twelfth consecutive GRESB “Green Star” designation ✓being named to the Dow Jones Sustainability Index (DJSI) North America for the 3rd consecutive year, the only office REIT in the index ✓being named a 2024 ENERGY STAR Partner of the Year – Sustained Excellence Award for the 4th consecutive year | ||||||||||||
| / | Compensation Discussion and Analysis | |||||||
| Compensation Discussion and Analysis | / | |||||||
| 2023 Executive Compensation Framework | In 2023, the Committee maintained the following framework: •the percentage of target TDC that is variable: ~93% of our CEO’s target TDC is “at risk,” and more than 90% of our NEOs’ target TDC is “at risk” › ~75% of our CEO’s target TDC is paid in equity › ~68% of our NEOs’ target TDC is paid in equity •the overall design, structure and categories of the AIP, including the same three categories - (1) diluted FFO per share, (2) leasing and (3) business & individual goals - upon which each NEO's bonus is determined formulaically, ranging from zero to a max opportunity of 150% of target •the LTI equity allocations: 55% performance-based and 45% time-based equity for our CEO; 50% performance-based and 50% time-based equity for all other NEOs •the design and structure of the performance-based MYLTIP program, including the same, two equally weighted components with payout opportunities based on BXP’s relative and absolute TSR performance over a three-year performance period. | ||||
| 2023 AIP Payouts | In January 2024, the Committee determined and approved bonus payments as provided under the 2023 AIP as follows: •BXP’s diluted FFO per share for 2023 resulted in a payout of 124% of each NEO’s target for that category •for all executives subject to the 2023 AIP, earned short-term leasing payouts ranging from 0% to 137% of target and earned total leasing payouts ranging from 53% to 146% of target, in each case, depending on regional leasing results ◦for the NEOs specifically, earned short-term leasing payouts ranging from 76% to 90% of target and earned total leasing payouts ranging from 114% to 120% of target •for all executives subject to the 2023 AIP, earned payouts for the business & individual goals category ranging from 80% to 150% of target ◦for the NEOs specifically, earned payouts ranging from 100% to 150% of target for this category Our NEOs received total cash bonuses that ranged between 104.0% to 127.8% of their respective target bonus amounts. | ||||
| 2023 Long-Term Incentive Equity Decisions | For 2023, the Committee awarded the NEOs 100% of their target LTI equity amounts (granted on February 6, 2024). The ultimate value of these awards will depend on BXP’s performance over the multi-year performance and vesting periods. See “2023 Executive Compensation —LTI Equity Compensation” for more information regarding these awards. | ||||
| / | Compensation Discussion and Analysis | |||||||
When we established the target compensation levels for each component of our NEOs’ compensation in early 2020, our Committee did not foresee the widespread, negative impact that the COVID-19 pandemic would havewhich is dependent on our business and our stockholders. The unprecedented issues Boston Properties faced dueBXP’s TSR over three years, both on a relative basis compared to the global health crisis created a remarkably challenging year for our NEOs. In addition to the global pandemic, in 2020, major social-justice movementsCompany’s most directly comparable peers and demonstrations highlighted the racial injustices and economic inequities plaguing our society and called for companies to act. There was also a heightened focus on the importancean absolute basis.
Despite the sudden and significant impacts of the pandemic on our business, the Committee did not modify the components or the target compensation levelsExecutive Compensation
| Component | Why We Pay It | ||||
| Base Salary | Provide a fixed, competitive level of cash compensation that reflects the NEO’s leadership role, job function and the market rate for the executive’s experience and responsibilities | ||||
| Annual Cash Incentive | Reward NEOs for the achievement of annual financial, operational and strategic goals that drive stockholder value, thereby aligning our NEOs’ interests with those of our stockholders •Annual cash bonuses for each NEO are linked to performance against goals in three weighted categories, and each NEO has target and maximum bonus opportunities that allow for payouts ranging from 0 to 150% of target | ||||
| Performance-Based Equity (MYLTIP) | Align the interests of our NEOs with those of our stockholders Motivate, retain and reward NEOs to achieve multi-year, strategic business objectives that are intended to drive company and executive outperformance •Create a direct link between executive pay and relative and absolute TSR performance •Enhance executive officer retention with 100% vesting after completion of a three-year performance period (i.e., “cliff vesting”), with one additional year of post-vesting transfer restrictions | ||||
| Time-Based Equity | Align the interests of our NEOs with those of our stockholders Motivate, retain and reward NEOs to achieve multi-year, strategic business objectives that drive absolute TSR outperformance •Create a direct link between executive pay and absolute TSR performance •Enhance executive officer retention with time-based, multi-year vesting schedules for equity incentive awards | ||||
| Compensation Discussion and Analysis | / | |||||||
Our NEOs showed exceptional leadership in addressing all of the significant challenges and issues presented to them in 2020, but with business conditions dominated by the pandemic, they were unable to achieve their FFO and leasing targets under the 2020 Annual Incentive Plan. Our NEOs did not earn any payout under the FFO per share category and only one NEO earned a portion of the target payout for the leasing category; for the third category of the 2020 Annual Incentive Plan, the business and individual goals, each NEO exceeded his goals. As a result, the Committee awarded final bonus payments to our NEOs that ranged from 50% to 75% of target. While these same challenging business conditions had a severe, negative impact on office REITs generally, leading to negative absolute total stockholder returns (“TSR”) across the sector in 2020, the Committee noted that Boston Properties’ TSR for the one-year and three-year periods ending December 31, 2020 placed it at the 80th percentile, or third, among its most directly comparable office peers for both periods. (For a list of these peers, see “– II. Executive Compensation Program – LTI Equity Compensation – 2021 MYLTIP” below.) Although the Committee did not base its decisions on BXP’s relative TSR rankings, the Committee believes they validated the appropriateness of the final bonus payments to our NEOs.
| What We Do | What We Don't Do | |||||||||||||||||
| ~93% of our CEO’s target TDC is at risk. The vast majority of target TDC is variable (i.e., not guaranteed); salaries comprise a small portion of each NEO’s total compensation opportunity. | |
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| Bonus pay linked to pre-established goals. Annual cash bonuses for our NEOs are linked to performance against goals in three categories, and each NEO has target and maximum bonus opportunities. | | No hedging, pledging or short sales. We do not allow hedging, pledging or short sales of Company securities. | |||||||||||
The Committee remains proud of the extraordinary leadership demonstrated by our NEOs and their efforts in protecting our tenants’ and employees’ health and safety and preserving our properties, financial condition, culture of excellence and ultimately the Boston Properties’ brand in 2020.
›2020 COMPENSATION DECISIONS
As described in detail later in this CD&A, below are the key actions that our Compensation Committee took with respect to our NEOs’ 2020 compensation and the impact of those decisions on 2020 compensation.
| ~75% of our CEO's target
| | Risk mitigation factors in compensation policies and | |||||||||||
| Capped bonuses and LTI awards. We have caps on annual cash and long-term equity incentives. | | No stock option repricing. We do not allow for the repricing of stock options. | |||||||||||
| Clawback policy. We have a clawback policy that requires the recovery of any erroneously awarded incentive-based compensation in
| | We do not pay full dividends on unearned performance-based LTI awards. Recipients of performance-based LTI equity
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93% | 74%
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91% | 66%
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| Stock ownership guidelines for | |||||||||||||
| Independent compensation consultant. We engage an independent compensation consultant to advise the | |||||||||||||
| / | Compensation Discussion and | |||||||
›2020 SAY-ON-PAY VOTE
Investor Outreach
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Investor Outreach & Feedback
us, and we are pleased that in 2023
Institutional Investor ranked us #3 among all REITs in four categories (as voted by buy-side analysts): Best Company Board, Best ESG Program, Best IR Program and Best Analyst Days, and #1 among office REITs in these categories.BXP successfully hosted three investor outreach series to meet(1) non-deal roadshows in Chicago, Toronto, Montreal and New York City meeting with more than 30 potential and existing investors, and (2) its second annual ESG Virtual Investor Call, which more than 170 individuals viewed.
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held one-on-one meetings at four non-REIT conferences: the Morgan Stanley Sustainable Futures conference, the Stifel Cross-Sector conference, BofA Financial Futures conference and the Goldman Sachs Financials conference; and
held meetings at other ESG-focused engagements, including numerous one-on-one meetings with ESG-dedicated funds and an investor webinar focused on our efforts related to ESG matters.
In total,2023, we engaged directly with representatives of more than 200300 firms, including approximately 50133 U.S. and international institutional investors who own,owned, in the aggregate, approximately 45%63% of the total number of outstanding shares of BXP common stock and approximately 80%as of the total number of outstanding shares of BXP common stock held by actively managed funds.
The topics discussed at these meetings varied, but generally focused on the impacts of the pandemic and our responses thereto. Among other things, we heard questions about the long-term impact of the hybrid or partial “work-from-home” trend on demand for office space, the impact of new sublease space on overall supply and rental rates and the financial strength of various industries and sectors (including co-working, retail stores, restaurants, theaters and fitness clubs). We also discussed with them the details of our Health Security Plan for repopulating our buildings. The questions expressed in dialogue with our investors were echoed by REIT analysts and even the media, and they helped guide us in establishing the pandemic-related goals.
December 31, 2023.
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›COMPENSATION GOVERNANCE
The objectives of our executive compensation program are to attract, retain and motivate executives who have the experience and skills to lead the Company and continue our long-term track record of profitability, growth and TSR. The following table highlights key features of our executive compensation program that demonstrate the Company’s ongoing commitment to promoting stockholder interests through sound compensation governance practices.
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II. EXECUTIVE COMPENSATION PROGRAM
›COMPONENTS OF EXECUTIVE COMPENSATION
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›2020 ANNUAL TARGET COMPENSATION
In the first quarterJanuary of each year, the Committee establishes annuala target total compensationamount for TDC for each NEO by considering competitive benchmarking data, executive position, and level of responsibility and experience, and, for executives other than our CEO,EVPs, our CEO’s recommendation.and President's recommendations, and for our President, our CEO's recommendations. Targets are reviewed annually and adjusted if determinedthe Committee determines that it is appropriate to be appropriate by the Committee.do so. The Committee may also adjust target compensation to reflect changes in or new responsibilities.
| Compensation Discussion and Analysis | |
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For 2023, the Committee remained committed to the established executive compensation framework and did not change its overall design, structure or components. As a result, the Committee (1) maintained identical target cash bonus amounts for each NEO for 2023 for the second consecutive year and (2) approved increases to the NEOs' base salaries (2.7% for our CEO and 2.6% for the NEOs as a group, including Mr. Ritchey) and target LTI equity awards (5.3% for our CEO and 6.3% for the NEOs as a group, excluding Mr. Ritchey). As noted above, Mr. Ritchey's employment agreement did not change his base salary for 2023, and provided that he would not be entitled to receive LTI equity for 2023.
| Name | Salary ($) | Target Bonus ($) | Target LTI Equity ($) | Total Target Compensation ($) | |||||||||||||
| Owen D. Thomas | 950,000 | 2,350,000 | 10,000,000 | 13,300,000 | |||||||||||||
| Douglas T. Linde | 800,000 | 1,900,000 | 6,300,000 | 9,000,000 | |||||||||||||
| Raymond A. Ritchey | 750,000 | 1,650,000 | — | 2,400,000 | |||||||||||||
| Michael E. LaBelle | 550,000 | 1,250,000 | 2,500,000 | 4,300,000 | |||||||||||||
| Bryan J. Koop | 440,000 | 1,250,000 | 1,600,000 | 3,290,000 | |||||||||||||
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The total target direct compensation for each NEO was as follows:
| Name | Salary | Target Bonus | Target LTI Equity | Total Target Compensation | ||||||||||||
Owen D. Thomas | $ 900,000 | $ 2,350,000 | $ 9,250,000 | $ 12,500,000 | ||||||||||||
Douglas T. Linde | $ 750,000 | $ 1,900,000 | $ 5,850,000 | $ 8,500,000 | ||||||||||||
Raymond A. Ritchey | $ 740,000 | $ 1,650,000 | $ 4,410,000 | $ 6,800,000 | ||||||||||||
Michael E. LaBelle | $ 510,000 | $ 1,250,000 | $ 1,990,000 | $ 3,750,000 | ||||||||||||
Bryan J. Koop | $ 410,000 | $ 1,250,000 | $ 1,490,000 | $ 3,150,000 | ||||||||||||
›CASH COMPENSATION
levels.
| Compensation Component | CEO | NEOs (as a group)(1) | ||||||||||||
| Salary | 7.1% | 9.2% | ||||||||||||
| Cash Bonus | 17.7% | 22.6% | ||||||||||||
| LTI Equity Compensation | 75.2% | 68.2% | ||||||||||||
| / | Compensation Discussion and Analysis | |||||||
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The Committeefive NEOs’ base salaries by approximately 2.6% in the aggregate. As previously noted, Mr. Ritchey's base salary did not increasechange. In January 2024, the Committee determined to maintain the same base salaries for all NEOs for 2024 other than Mr. Koop, whose base salary of anyincreased by $10,000 or ~2%. Base salaries for 2022 and 2023, and the year-over-year change, for each NEO for 2021 and has not changed the base salary for any NEO since 2019.
Name
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2019 Salary
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% Change
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Owen D. Thomas | $900,000 | $900,000 | — | |||||
Douglas T. Linde | $750,000 | $750,000 | — | |||||
Raymond A. Ritchey | $740,000 | $740,000 | — | |||||
Michael E. LaBelle | $510,000 | $510,000 | — | |||||
Bryan J. Koop | $410,000 | $410,000 | — | |||||
Total | $3,310,000 | $3,310,000 | — | |||||
2020are set forth below.
| Name | 2022 Base Salary ($) | 2023 Base Salary ($) | Year-over-Year (% Change) | |||||||||||
| Owen D. Thomas | 925,000 | 950,000 | 2.7 | |||||||||||
| Douglas T. Linde | 775,000 | 800,000 | 3.2 | |||||||||||
| Raymond A. Ritchey | 750,000 | 750,000 | — | |||||||||||
| Michael E. LaBelle | 525,000 | 550,000 | 4.8 | |||||||||||
| Bryan J. Koop | 425,000 | 440,000 | 3.5 | |||||||||||
(AIP)
| Performance Level for Each Category | Payout (% of Target) | |||||
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•Diluted FFO per Share. Share. The Committee selected diluted FFO per share was selected as a key financial metric for the 2020 Annual Incentive Plan2023 AIP because it is the earnings metric most commonly used by investors and analysts to evaluate ourthe performance of REITs, both on an absolute basis and relative to other REITs.basis. As such, the Committee considers this to be the corporate componentan important, company-wide performance metric that is objective, drives near-term business strategies and ensures alignment of the scorecard asinterests of our executives with those of our stockholders. For 2023,the target for diluted FFO per share was determined using the midpoint of BXP’s 2023 diluted FFO per share guidance, which was publicly announced to our investors in late
| Compensation Discussion and Analysis | / | |||||||
Leasing.the amounts paid. The Committee established specific leasing goals, starting at the property level, rolling up by region and then aggregating to corporate leasing goals, as the second component. The leasing goals were then categorized as short-term leasing and total leasing goals to encourage the executives to focus on current addressable vacancies and near-term roll-over and to avoid scenarios in which leasing goals are met solely due to unexpected early renewals. The Committee selected this category because it links objective measures ofleasing goals are measured at the regional level for Mr. Koop and the other regional EVPs and at the corporate regionallevel for our CEO, President and individual performance by formula to the amounts paid.
•Business & Individual Goals. Business goals include milestone-oriented objectives related to management of capital expenditures and G&A expense, acquisitions, dispositions, delivering development and construction projects on time and budget, and achieving the desired returns on cost,investments, securing entitlements for future development projects, launching new developments, the opportunistic use of joint ventures, securing entitlements, and/or launching new developments.and the management of capital expenditures and general and administrative expense. Business goals are based on regional priorities for Mr. Koop and the other regional EVPs. For the CEO and President, business goals include a relevant subset of those regional goals as well asand goals related to overall corporate strategy and executive management of the Company. For the CFO,management. The CFO’s business goals relate to balance sheet management, capital raising, and other finance departmentFinance Department priorities.
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| Compensation Discussion and Analysis | ||||||||
| Weightings (%) | |||||||||||||||||
| Annual Cash Bonus Performance Measures | Thomas | Linde | LaBelle | Koop | |||||||||||||
| FFO per Share | 30 | 30 | 30 | 20 | |||||||||||||
Leasing (Short-Term and Total)(1) | |||||||||||||||||
| Overall BXP | 30 | 30 | 30 | ||||||||||||||
| Boston Region | 40 | ||||||||||||||||
| Business & Individual Goals | |||||||||||||||||
| Overall BXP | 40 | 40 | |||||||||||||||
| Finance | 40 | ||||||||||||||||
| Boston Region | 40 | ||||||||||||||||
| Total | 100 | 100 | 100 | 100 | |||||||||||||
| Weightings | ||||||||||||||||||||
| Annual Incentive Performance Measures | Thomas | Linde | LaBelle(1) | Ritchey | Koop | |||||||||||||||
| FFO per Share | 33.3 | % | 33.3 | % | 33.3 | % | 33.3 | % | 33.3 | % | ||||||||||
| Leasing (Short-Term and Total) | ||||||||||||||||||||
Overall BXP | 33.3 | % | 33.3 | % | 16.7 | % | ||||||||||||||
DC Region(2) | 24.8 | % | ||||||||||||||||||
LA Region(2) | 8.5 | % | ||||||||||||||||||
Boston Region | 33.3 | % | ||||||||||||||||||
| Business & Individual Goals | ||||||||||||||||||||
Overall BXP | 33.3 | % | 33.3 | % | ||||||||||||||||
Finance | 50.0 | % | ||||||||||||||||||
DC Region + LA Region | 33.3 | % | ||||||||||||||||||
Boston Region | 33.3 | % | ||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||
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NEOs’ Responseeach category and the goals within each category under the AIP with the objective of directly linking each executive’s performance against the goals to the World Health Crisis and Important Social and Environmental Issues
At the time we filed our 2020 proxy statement, the COVID-19 pandemic was in its infancy and, in lightamount of the rapidly changing business environment and fluid natureannual cash bonuses paid to such executive. Since the adoption of the potential implications on the Company’s business, the Committee reserved its right to re-evaluate the categories and targets, as appropriate, in light of the pandemic’s actual impact on Boston Properties. Soon thereafter, Americans witnessed the social movements that spotlighted racial and social injustices that plague society that called for action, and we experienced a much-heightened awareness of the importance of environmental and sustainability issues.
Despite the sudden and significant impact of the global pandemic on our business, the Committee prioritized maintaining a strong alignment with our shareholders’ interests and decided not to modify any aspects of the executive compensation program despite the unexpected and unprecedented economic and social conditions. In deciding not to change the 2020 Annual Incentive Plan, the Committee considered (1) the importance of demonstrating its commitment to the more formulaic bonus plan in its first2020, the Committee has generally used the same process to ensure that the goals are sufficiently rigorous and motivate our executives to meaningfully advance BXP’s business strategies, regardless of the economic conditions under which the Company is then operating.
| Compensation Discussion and Analysis | / | |||||||
For the third performance category under the 2020 Annual Incentive Plan,these considerations, the Committee established Business and Individual goals for each NEO in January 2020. This category represented 33.3% of the potential payout opportunity for each NEO other than Mr. LaBelle (for whom it represented 50%). As it became clear that the pandemic was causing severe strain on the economy, our tenants and our business, the Board shifted its priorities for management and the Committee appended to each NEO’s Business and Individual goals a set of pandemic-related goals intended to assess and reward the NEOs for their success in meeting those priorities.
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In determining that our NEOs exceeded their pandemic-related goals, the Committee noted the following achievements:
although physical occupancy was low, all office properties throughout the Boston Properties portfolio remained open2023 targets for tenants,
in early April 2020, we formed a Health Security Task Force comprised of Boston Properties’ employees, as well as outside experts in health care, industrial hygiene, cleaningshort-term and security,
in May 2020, the Heath Security Task Force issued a Heath Security Plan for repopulating the workplace, which provided a framework for health security at BXP’s office properties, including enhanced cleaning and disinfection, air and water quality protocols, physical distancing, screening and personal protective equipment (PPE) requirements,
following the release of the Health Security Plan in early May, our NEOs and management teams conducted town halls and one-on-one sessions with tenants across BXP’s regions to support their office repopulation processes, which slowly began in June in Boston,
our NEOs demonstrated remarkable discipline and flexibility in maximizing rent collections while concurrently addressing tenants’ needs:
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when appropriate, our NEOs worked with our tenants (primarily in retail businesses)total leasing that were less than actual short-term and total leasing achieved in financial distress to modify lease agreements2022: 3.2 million square feet and otherwise provide relief3.4 million square feet, respectively. The Committee determined these leasing targets were appropriately rigorous in light of the economic downturn. During 2020, these lease modification agreements covered approximately 4.7 million square feet
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leasing opportunities available in elevating2023 in our focus on diversityoperating asset portfolio and equity, we constituted our Diversity and Inclusion Committee in early 2020. Our NEOs demonstrated strong commitment to fostering its success and supporteddevelopment pipeline, the D&I Committee in promoting diversity both within BXP and in the communities in which we operate
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Although it was not a factor in assessing our NEOs’ performance against their pandemic-related goals, the Committee noted that Boston Properties and its NEOs were ranked #1 among all office REITs by Institutional Investors Magazine in 2020 in the category “Crisis Management amid COVID-19.” They also ranked #1 in the following categories:
Overall All-American Executive Team,
Best CEO and
Best CFO.
Despite the severe, negativeanticipated impacts of the pandemicslowing economy on office REITs generally, which led to negative absolute total stockholder returns acrossour clients' operations and long-term decision-making, and the sectorweakening supply and demand fundamentals in 2020,our markets.
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Set forth in the following tables is a summary of each NEO’s performance measures and weightings, with specific threshold, targetstarget and maximum goalspayout opportunities for each of the diluted FFO per share and leasing performance measures,categories, and the principal business, individual and pandemic-relatedBusiness & Individual goals, along with each NEO’s performance results for 2020.
Owen D. Thomas | ||||||||||||||||
Performance Category | Weighting | Payout (% of target) | Threshold 50% | Target 100% | Maximum 150% | 2020 Results | Category Payout % | |||||||||
FFO per Share |  | $7.35 | $7.55 | $7.75 | $6.29(1) | 0% | ||||||||||
Leasing (in million square feet) |
| Short-term | 3.2 | 3.6 | 4.4 | 1.7 | 0% | |||||||||
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Business & Individual Goals |
| | The Committee assessed Mr. Thomas’ performance against his | 150.0% | ||||||||||||
| / | Compensation Discussion and Analysis | |||||||
| Owen D. Thomas | ||||||||||||||||||||||||||
| Performance Category | Weighting | Threshold | Target | Maximum | 2023 Results | Category Payout % | ||||||||||||||||||||
| FFO per Share |  | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | ||||||||||||||||||||
Leasing (in square feet) |  | Short-term | 1.9M | 3.2M | 4.4M | 2.9M | 90.0(2) | |||||||||||||||||||
| Total | 2.0M | 3.4M | 4.8M | 3.7M | 114.0(2) | |||||||||||||||||||||
| Business & Individual Goals |  | 120.0 | ||||||||||||||||||||||||
| Key 2023 Business & Individual Goals | ||
| Compensation Discussion and Analysis | / | |||||||
| Assessment | ||
| / | Compensation Discussion and Analysis | |||||||
| Douglas T. Linde | ||||||||||||||||||||||||||
| Performance Category | Weighting | Threshold | Target | Maximum | 2023 Results | Category Payout % | ||||||||||||||||||||
| FFO per Share | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | ||||||||||||||||||||
Leasing (in square feet) | | Short-term | 1.9M | 3.2M | 4.4M | 2.9M | 90.0(2) | |||||||||||||||||||
| Total | 2.0M | 3.4M | 4.8M | 3.7M | 114.0(2) | |||||||||||||||||||||
| Business & Individual Goals | | 120.0 | ||||||||||||||||||||||||
| Key 2023 Business & Individual Goals | ||
| Compensation Discussion and Analysis | / | |||||||
| Assessment | ||
| / | Compensation Discussion and Analysis | |||||||
| Michael E. LaBelle | ||||||||||||||||||||||||||
| Performance Category | Weighting | Threshold | Target | Maximum | 2023 Results | Category Payout % | ||||||||||||||||||||
| FFO per Share | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | ||||||||||||||||||||
Leasing (in square feet) | | Short-term | 1.9M | 3.2M | 4.4M | 2.9M(2) | 90.0(2) | |||||||||||||||||||
| Total | 2.0M | 3.4M | 4.8M | 3.7M(2) | 114.0(2) | |||||||||||||||||||||
| Business & Individual Goals | | 150.0 | ||||||||||||||||||||||||
| Key 2023 Business & Individual Goals | ||
| Compensation Discussion and Analysis | / | |||||||
| Assessment | ||
| / | Compensation Discussion and Analysis | |||||||
| Bryan J. Koop | ||||||||||||||||||||||||||
| Performance Category | Weighting | Threshold | Target | Maximum | 2023 Results | Category Payout % | ||||||||||||||||||||
| FFO per Share |  | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | ||||||||||||||||||||
Leasing (in square feet) |  | Short-term | 545.4K | 909.0K | 1.27M | 735.8K | 76.0 | |||||||||||||||||||
| Total | 564.6K | 941.0K | 1.32M | 1.09M | 120.0 | |||||||||||||||||||||
| Business & Individual Goals | | 100.0 | ||||||||||||||||||||||||
| Key 2023 Business & Individual Goals | ||
| Assessment | ||
| Compensation Discussion and Analysis | / | |||||||
| Raymond A. Ritchey | ||||||||||||||||||||||||||
| Key 2023 Leasing and Business & Individual Goals | ||
| Threshold | Target | Maximum | ||||||||||||
Leasing (in square feet) | Short-term | 378.2K | 630.3K | 882.5K | ||||||||||
| 446.2K |
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| Compensation Discussion and Analysis | ||||||||
Douglas T. Linde | ||||||||||||||||
Performance Category | Weighting | Payout (% of target) | Threshold 50% | Target 100% | Maximum 150% | 2020 Results | Category Payout % | |||||||||
FFO per Share | | $7.35 | $7.55 | $7.75 | $6.29 | 0% | ||||||||||
Leasing (in million square feet) |
| Short-term | 3.2 | 3.6 | 4.4 | 1.7 | 0% | |||||||||
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| Total
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| 5.0
| 5.6
| 6.9
| 3.7
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Business & Individual Goals |
| | The Committee assessed Mr. Linde’s performance against his | 150.0% | ||||||||||||
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Raymond A. Ritchey | ||||||||||||||||
Performance Category | Weighting | Payout (% of target) | Threshold 50% | Target 100% | Maximum 150% | 2020 Results | Category Payout % | |||||||||
FFO per Share |
| $7.35 | $7.55 | $7.75 | $6.29 | 0% | ||||||||||
Leasing (in million square feet) |
| Short-term | * | |||||||||||||
| DC: | 1.1 | 1.3 | 1.6 | 1.2 | DC: 65.6% | |||||||||||
| LA: | 0.5 | 0.6 | 0.7 | 0.1 | LA: 0% | |||||||||||
| Total | * | |||||||||||||||
| DC: | 1.8 | 2.0 | 2.5 | 1.9 | DC: 70.1% | |||||||||||
| LA: | 0.5 | 0.6 | 0.7 | 0.1 | LA: 0% | |||||||||||
* For more detail on the weightings for Mr. Ritchey’s leasing goal, see page 58.
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Business & Individual Goals |
| | The Committee assessed Mr. Ritchey’s performance against | 150.0% | ||||||||||||
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Michael E. LaBelle | ||||||||||||||||
Performance Category | Weighting | Payout (% of target) | Threshold 50% | Target 100% | Maximum 150% | 2020 Results | Category Payout % | |||||||||
FFO per Share |
| $7.35 | $7.55 | $7.75 | $6.29 | 0% | ||||||||||
Leasing* (in million square feet) |
| Short-term | 3.2 | 3.6 | 4.4 | 1.7 | 0% | |||||||||
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| Total
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| 5.0
| 5.6
| 6.9
| 3.7
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* Mr. LaBelle’s leasing goal (weighted 16.7% in total) is evenly split between short-term and total leasing (8.35% each). | ||||||||||||||||
Business & Individual Goals |
| | The Committee assessed Mr. LaBelle’s performance against | 150.0% | ||||||||||||
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•exceeded the target total leasing square footage for each of the Washington, DC, Los Angeles and Seattle regions by executing a total of approximately 979,000 square feet of leases. In addition, Mr. Ritchey actively contributed to the successful execution of the long-term, approximately 467,000 square foot, multi-building lease extension at Santa Monica Business Park
| Name | 2020 Actual Annual Incentive | 2020 Target Annual Incentive | 2020 Actual as % of Target | |||
Owen D. Thomas | $1,175,000 | $2,350,000 | 50.0% | |||
Douglas T. Linde | $950,000 | $1,900,000 | 50.0% | |||
Raymond A. Ritchey | $1,103,850 | $1,650,000 | 66.9% | |||
Michael E. LaBelle | $937,500 | $1,250,000 | 75.0% | |||
Bryan J. Koop | $625,000 | $1,250,000 | 50.0% |
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Changes for 2021 Annual Incentive Plan
As part of the Committee’s annual executive compensation process, the Committee reviewed and reassessed the annual cash incentive program, including its structure. Based on that review, the Committee concluded that the categories were appropriate, but that market practice among peers was that more weight should be given to the Business and Individual Goals. For 2021, the Committee changed the weighting of the categories under the Annual Incentive Plan for Mr. LaBelle so that it is the same for all five NEOs, and changed the weightings of the categories so they will be FFO per Share – 30%, Leasing – 30% and Business and Individual goals – 40%.
›Name 2023 Target
Annual Cash Bonus
($)2023 Actual
Annual Cash Bonus
($)Owen D. Thomas 2,350,000 2,721,300 115.8 Douglas T. Linde 1,900,000 2,200,200 115.8 Raymond A. Ritchey 1,650,000 1,980,000 120.0 Michael E. LaBelle 1,250,000 1,597,500 127.8 Bryan J. Koop 1,250,000 1,300,000 104.0
Equity Compensation
The ultimate value, if any, of these awards is driven significantly by our TSR.
| Compensation Discussion and Analysis | / | |||||||
2020
| Compensation Component | CEO | Other NEOs | ||||||||||||
| Time-Based LTI | 45% | 50% | ||||||||||||
| Performance-Based LTI | 55% | 50% | ||||||||||||
| Executive | Total LTI Equity Awards ($) | Performance- Based LTI Equity Awards ($) | % of Total Equity (%) | Time-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | |||||||||||||||
| Owen D. Thomas | 9,500,000 | 5,225,000 | 55 | 4,275,000 | 45 | |||||||||||||||
| Douglas T. Linde | 6,100,000 | 3,050,000 | 50 | 3,050,000 | 50 | |||||||||||||||
| Raymond A. Ritchey | 4,410,000 | 2,205,000 | 50 | 2,205,000 | 50 | |||||||||||||||
| Michael E. LaBelle | 2,250,000 | 1,125,000 | 50 | 1,125,000 | 50 | |||||||||||||||
| Bryan J. Koop | 1,600,000 | 800,000 | 50 | 800,000 | 50 | |||||||||||||||
| Total | 23,860,000 | 12,405,000 | 52 | 11,455,000 | 48 | |||||||||||||||
Under the 2020 MYLTIP:
the Company’s relative TSR performance is measured against a single index – the FTSE Russell Nareit Office Index (the “Nareit Office Index”) (which is adjusted to include Vornado Realty Trust because it is a publicly-traded office REIT that we consider one of our most directly comparable peers despite being categorized as a diversified REIT by FTSE Nareit);
the awards arewere denominated in a fixed number of LTIP units; and
relative TSR is the sole determinant of how many LTIP units are earned and eligible to vest; there are no absolute TSR modifiers that can increase or decrease the final payout.
For 2020 MYLTIP awards, theunits. The number of LTIP units initially issued to each award recipient on the grant date is the maximum number of units that can be earned, whether in whole, in part orthe award recipient may earn under the 2023 MYLTIP (it is not at all, isa projection of the number of units the executive will actually earn). The 2023 MYLTIP awards have a three-year performance period (February 7, 2023 to February 6, 2026) and an additional one-year, post-vesting holding period (see
| / | Compensation Discussion and Analysis | |||||||
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CEO Reported vs. Realized Pay
The following graph shows for our CEO (1) the reported valuesearn and vest in any of the MYLTIP units and hold the units for an additional year. As a result, recipients can not monetize the awards granted between 2015—2020 as of their respectiveuntil at least four years after the grant dates, (2) the actual realized pay for each of thedate.
|
2021 MYLTIP
In 2020,Structure & Design
After consideration, the Committee modified the design of the 20212023 MYLTIP soare the same as those for the 2022 MYLTIP, except JBG Smith Properties was not included in the 2023 custom peer group index (the “Custom Index”) used to compare BXP's TSR performance against because it publicly announced a strategic shift to change the composition of its portfolio to majority multifamily. Therefore, the Committee concluded that it nowincluding JBG Smith Properties in the Custom Index was no longer appropriate.
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BXP’s relative and absolute TSR performance over a three-year performance period. The objectives of the 2021 MYLTIP program are (1) retention (similar to time-based equity awards), (2) alignment with stockholders and (3) pay-for-performance. The Committee believes that, particularly in light of COVID-19, the performance targets are rigorous, but achievable, and challenge our executive team to achieve strong performance over time, on both an absolute and relative basis. The Committee added the second component, in part, to limit the scenarios in which our investors may suffer losses due to a decline in absolute TSR while our NEOs realize outsized payouts for relative TSR. As a result, BXP performance above the maximum goal under the
|
The first component of the 2021 MYLTIP, which represents one-halfComponent
| BXP Annualized TSR Relative to Index | Percentage of Target MYLTIP Units that are Earned | ||||
| >= +1,000 basis points | 200% | ||||
| 0 basis points | 100% | ||||
| <= -1,000 basis points | Zero | ||||
interpolated on a straight-line basis.
| Custom Index | ||||||||
| Douglas Emmett, Inc. | Kilroy Realty Corporation | Vornado Realty Trust | ||||||
Empire State Realty Trust | Paramount Group, Inc. | |||||||
| Hudson Pacific Properties, Inc. | ||||||||
| ||||||||
| SL Green Realty Corp. | |||||||
| ||||||||
The Committee back-tested our performance versus the Custom Index. From February 6, 2018 through February 5, 2021, which was the performance period for the 2018 MYLTIP, our annualized TSR was 235 bps above the Custom Index, which would have resulted in payout of 123.5% of the target LTIP units. However, our absolute TSR was negative over that period. To align management with our stockholders and hold them more accountable for our absolute TSR, the 2021 MYLTIP includes an absolute TSR component, as described below. If the absolute TSR component had also been in effect, the resulting payout would have been reduced to approximately 87.7% of target.
| Compensation Discussion and Analysis | |
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Absolute TSR Component
| BXP Cumulative aTSR | Percentage of Target MYLTIP Units that are Earned | ||||
| >= +60% | 200% | ||||
| +10% | 100% | ||||
| <= -40% | Zero | ||||
|
Dividends. Consistent with previous2023 MYLTIP programs, during
Allocation6, 2027.
| / | Compensation Discussion and Analysis | |||||||
| (A) | BXP's Share of Net Debt as of September 30, 2026 | |||||||||||||
BXP's Share of EBITDAre – cash for the quarter ended September 30, 2026 x 4 | ||||||||||||||
| (B) | BXP's Share of Net Debt as of December 31, 2026 | |||||||||||||
BXP's Share of EBITDAre – cash for the quarter ended December 31, 2026 x 4 | ||||||||||||||
2020 for 2023 Performance Grants
The
In light of the economic circumstances and challenges the NEOs faced in 2020, including the sudden shift in priorities,2023, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards granted to the NEOs in 2021on February 6, 2024 and February 2, 2024, respectively, for performance in 2020. The Committee awarded Messrs. Thomas and Linde the same dollar value in2023. These total LTI equity awardsaward amounts reflect 100% of each NEO’s target LTI award value for 2020 as was awarded last year for 2019 performance, the result of which was an award of less than target for each, and awarded2023. Under his employment agreement, Mr. Ritchey his targetwas not eligible to receive an LTI equity awards in acknowledgment of his continued leadership in the Washington, DC and Los Angeles regions. The Committee assessed Messrs. LaBelle and Koop’s performance in 2020 as strong and awarded each LTI equity that was above target.
| Executive | Total LTI Equity Awards | Total LTI Equity Awards as % of Target | Performance- Equity Awards | % of Total Equity Awards | Time-Based LTI Equity Awards | % of Total Equity Awards | ||||||||||||||||
Owen D. Thomas | $ 9,050,000 | 98% | $ 4,977,500 | 55% | $ 4,072,500 | 45% | ||||||||||||||||
Douglas T. Linde | $ 5,655,000 | 97% | $ 2,827,500 | 50% | $ 2,827,500 | 50% | ||||||||||||||||
Raymond A. Ritchey | $ 4,410,000 | 100% | $ 2,205,000 | 50% | $ 2,205,000 | 50% | ||||||||||||||||
Michael E. LaBelle | $ 2,189,000 | 110% | $ 1,094,500 | 50% | $ 1,094,500 | 50% | ||||||||||||||||
Bryan J. Koop | $ 1,788,000 | 120% | $ 894,000 | 50% | $ 894,000 | 50% | ||||||||||||||||
Total | $23,092,000 | 100% | $11,998,500 | 52% | $11,093,500 | 48% | ||||||||||||||||
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The performance-based portion of LTI equity awardsaward for 2020 performance was granted in the form of 2021 MYLTIP awards, which have a three-year performance period (February 2, 2021 to February 1, 2024), and an additional year of post-vesting restrictions on transfer. The dollar values of the awards were converted into a fixed number of MYLTIP units on the initial grant date, and the number of units initially granted equals 200% of the target number of units, and it is the maximum number of units that may be earned. Following completion of the three-year performance period, the Committee will determine the final payout based on computations from our independent valuation consultant for this plan, and if the number of units initially awarded exceeds the number of units ultimately earned, then the excess will be forfeited. The units determined to be earned shall vest 100% as of the final day of the performance period, but shall be subject to an additional one-year, no-sale holding period. Therefore, while the award of 2021 MYLTIP units is partially in recognition for performance in 2020, award recipients must continue to perform over the three-year term of the 2021 MYLTIP program in order to earn and vest in any of the MYLTIP units and must generally remain employed for the three years to earn the full amount. 2023 performance.
| Executive* | Total LTI Equity Awards ($) | Total LTI Equity Awards as % of Target (%) | Performance-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | Time-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | |||||||||||||||||
| Owen D. Thomas | 10,000,000 | 100 | 5,500,000 | 55 | 4,500,000 | 45 | |||||||||||||||||
| Douglas T. Linde | 6,300,000 | 100 | 3,150,000 | 50 | 3,150,000 | 50 | |||||||||||||||||
| Michael E. LaBelle | 2,500,000 | 100 | 1,250,000 | 50 | 1,250,000 | 50 | |||||||||||||||||
| Bryan J. Koop | 1,600,000 | 100 | 800,000 | 50 | 800,000 | 50 | |||||||||||||||||
| Total | 20,400,000 | 100 | 10,700,000 | 52 | 9,700,000 | 48 | |||||||||||||||||
The 2021fair value of the 2024 MYLTIP awards areis generally amortized into earnings over the three-year plan period under the graded vesting method unless(unless accelerated in certain circumstances such as a “Qualified Retirement” as defined under “–“—
| Compensation Discussion and Analysis | / | |||||||
2019 Performance Grants
The following table sets forth the dollar values$1.5 million) from their value as of the performance-based anddates earned. Similarly, the value of the time-based equity awards granted to NEOs in February 2020 for performance in 2019:
| Executive | Total LTI Equity Awards | Performance-Based LTI Equity Awards | % of Total Equity Awards | Time-Based LTI Equity Awards | % of Total Equity Awards | |||||||||||||||
Owen D. Thomas | $ 9,050,000 | $ 4,977,500 | 55% | $ 4,072,500 | 45% | |||||||||||||||
Douglas T. Linde | $ 5,655,000 | $ 2,827,500 | 50% | $ 2,827,500 | 50% | |||||||||||||||
Raymond A. Ritchey | $ 4,240,000 | $ 2,120,000 | 50% | $ 2,120,000 | 50% | |||||||||||||||
Michael E. LaBelle | $ 1,945,000 | $ 972,500 | 50% | $ 972,500 | 50% | |||||||||||||||
Bryan J. Koop | $ 1,370,000 | $ 685,000 | 50% | $ 685,000 | 50% | |||||||||||||||
Total | $22,260,000 | $11,582,500 | 52% | $10,677,500 | 48% | |||||||||||||||
The performance-based portion of LTI equity awards for 2019 performance wasMr. Thomas received in calendar years 2018-2023 declined by approximately $8.6 million as of December 31, 2023. These outcomes underscore the difference in reported pay versus realized pay and substantiate the continuous alignment of our investors' experiences with those of our executives.
n - Interim Valuations for MYLTIPs for which the performance periods have not ended | ||
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| 2018 MYLTIP ($) | 2019 MYLTIP ($) | 2020 MYLTIP ($) | 2021 MYLTIP ($) | Total (2018-2021 MYLTIP) ($) | |||||||||||||
| Reported Pay | 4,339,000 | 4,375,000 | 4,977,500 | 4,977,500 | 18,669,000 | ||||||||||||
| Realized Pay | 1,543,905 | 2,782,676 | 1,389,360 | 4,113,466 | 9,829,407 | ||||||||||||
| Compensation Discussion and Analysis | ||||||||
III. DETERMINING EXECUTIVE COMPENSATION
› PROCESS FOR DETERMINING EXECUTIVE COMPENSATION
Starting
•industry and market conditions;
•the Company’s financial and strategic performance, on both an absolute basis and versus competitors;
•market compensation data among comparable companies;
•individual executive past performance, future potential, roles and responsibilities, experience, retention risk, and succession planning;
•total NEO compensation over time, both on an awarded basis and on a realized basis after forfeitures; and
•current and evolving practices and trends among our peers, and the market generally, especially in light of the impact of the COVID-19 pandemic on global and national economies, and other input received from FW Cook.
› COMPENSATION ADVISOR’S ROLE & BENCHMARKING PEER GROUP
Compensation Advisor’s Role
Committee’s purview. A representative of FW Cook attends meetings of the Committee, as requested, and communicates with the Committee Chair and management between meetings. Consistent with its charter and as required by SEC rules and NYSE listing standards, the Committee considered all factors relevant to FW Cook’s independence from management before retaining FW Cook as its consultant.
In 2020, the Committee again retained
Benchmarking Peer Group
FW Cook (1) advised the Committee that size, as measured by total capitalization, best depicts the scale, complexity and breadth of the Company’s operations as well asand the amount of capital and assets managed, and therefore is the most appropriate scope measure for peer company selection and (2) reviewedselection. Following a review of the peer group for 20192022, FW Cook recommended, and recommended that the
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Committee agreed, to maintain the same peer group for 2020. Based on that advice, the Committee selected the same peer group for benchmarking 2020 executive compensation that it used for 2019. That peer group consists of sixteen publicly traded real estate companies that are of comparable size to the Company in terms of total capitalization and assets, irrespective of property focus.2023. Notably, fourteenthirteen out of the sixteen members of this Benchmarking Peer Group also listed Boston PropertiesBXP as a peer company in their 20202023 proxy statements.
| Compensation Discussion and Analysis | / | |||||||
| Company | Sector | Location | Total Capitalization (in millions)(1) | |||||||
Alexandria Real Estate Equities, Inc. | Office | Pasadena, CA | $ | 33,988 | ||||||
American Tower Corporation (REIT) | Specialty | Boston, MA | $ | 137,133 | ||||||
AvalonBay Communities, Inc. | Multifamily | Arlington, VA | $ | 30,132 | ||||||
Digital Realty Trust, Inc. | Specialty | Austin, TX | $ | 56,308 | ||||||
Equity Residential | Multifamily | Chicago, IL | $ | 31,307 | ||||||
Essex Property Trust, Inc. | Multifamily | San Mateo, CA | $ | 22,547 | ||||||
Host Hotels & Resorts, Inc. | Hotel | Bethesda, MD | $ | 16,583 | ||||||
Prologis, Inc. | Industrial | San Francisco, CA | $ | 96,667 | ||||||
Public Storage | Self-Storage | Glendale, CA | $ | 47,025 | ||||||
Regency Centers Corporation | Shopping Center | Jacksonville, FL | $ | 11,952 | ||||||
Simon Property Group, Inc. | Regional Mall | Indianapolis, IN | $ | 59,516 | ||||||
SL Green Realty Corp. | Office | New York, NY | $ | 10,451 | ||||||
UDR, Inc. | Multifamily | Highlands Ranch, CO | $ | 17,564 | ||||||
Ventas, Inc. | Health Care | Chicago, IL | $ | 30,811 | ||||||
Vornado Realty Trust | Office | New York, NY | $ | 17,144 | ||||||
Welltower Inc. | Health Care | Toledo, OH | $ | 42,188 | ||||||
Median | $ | 31,059 | ||||||||
Average | $ | 41,332 | ||||||||
Boston Properties, Inc. | $ | 31,782 | ||||||||
Relative Percentile Rank | 55%-ile | |||||||||
| Company | Sector | Location | Total Capitalization (in millions)(1) ($) | ||||||||||||||||||||
| Alexandria Real Estate Equities, Inc. | Office | Pasadena, CA | 37,643 | ||||||||||||||||||||
| American Tower Corporation | Specialty | Boston, MA | 154,487 | ||||||||||||||||||||
| AvalonBay Communities, Inc. | Multifamily | Arlington, VA | 34,725 | ||||||||||||||||||||
| Digital Realty Trust, Inc. | Specialty | Austin, TX | 62,573 | ||||||||||||||||||||
| Douglas Emmett, Inc. | Office | Santa Monica, CA | 8,469 | ||||||||||||||||||||
| Essex Property Trust, Inc. | Multifamily | San Mateo, CA | 22,903 | ||||||||||||||||||||
| Host Hotels & Resorts, Inc. | Hotel | Bethesda, MD | 18,853 | ||||||||||||||||||||
| Kilroy Realty Corporation | Office | Los Angeles, CA | 9,948 | ||||||||||||||||||||
| Prologis, Inc. | Industrial | San Francisco, CA | 159,361 | ||||||||||||||||||||
| Regency Centers Corporation | Shopping Center | Jacksonville, FL | 17,183 | ||||||||||||||||||||
| Simon Property Group, Inc. | Regional Mall | Indianapolis, IN | 80,242 | ||||||||||||||||||||
| SL Green Realty Corp. | Office | New York, NY | 7,992 | ||||||||||||||||||||
| UDR, Inc. | Multifamily | Highlands Ranch, CO | 19,632 | ||||||||||||||||||||
| Ventas, Inc. | Health Care | Chicago, IL | 34,084 | ||||||||||||||||||||
| Vornado Realty Trust | Office | New York, NY | 16,376 | ||||||||||||||||||||
| Welltower Inc. | Health Care | Toledo, OH | 67,871 | ||||||||||||||||||||
| Median | 28,494 | ||||||||||||||||||||||
| Average | 47,021 | ||||||||||||||||||||||
| Boston Properties, Inc. | Office | Boston, MA | 30,590 | ||||||||||||||||||||
| Relative Percentile Rank | 51%-ile | ||||||||||||||||||||||
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2023
› ROLE OF MANAGEMENT IN COMPENSATION DECISIONS
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| Compensation Discussion and Analysis | ||||||||
IV. OTHER COMPENSATION POLICIES
› DOUBLE-TRIGGER ACCELERATION OF VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROL
•Aligning executives’ interests with stockholders’ interests: When |
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›CLAWBACK POLICY
We have a formalchange of control may be imminent, it is important to ensure that executives’ interests are aligned with stockholders to maximize stockholder value.
The Committee may take into account any factors it deems reasonable in determining (1) whetherNew Clawback Policy has been filed as an exhibit to seek recoupment of previously paid excess compensation, (2) the amount of excess compensation to recoup from each individual officer, which may reflect whether the Committee concluded that he or she engaged in wrongdoing or committed grossly negligent acts or omissions, and (3) the form of the compensation to be recouped. The Committee intends to periodically review this policy and, as appropriate, conform it to any applicable final rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.
›GROSS-UP FOR EXCESS PARACHUTE PAYMENTS
our Annual Report on Form 10-K.
›POLICY CONCERNING HEDGING AND PLEDGING TRANSACTIONS
We prohibit all employees, including our executive officers,
| Compensation Discussion and Analysis | / | |||||||
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purchases and sales of publicly traded put and call options, short sales, hedging transactions such as prepaid variable forwards, equity swaps and collars create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an employee or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities.
›MANDATORY MINIMUM EQUITY OWNERSHIP POLICY FOR SENIOR EXECUTIVES
Therefore, we prohibit all employees, including our executive officers, and directors from engaging in short sales and derivative transactions, purchasing our securities on margin and pledging our securities as collateral for a loan.
| Title | Multiple of Base Salary | |||||
Chief Executive Officer | 6.0x | |||||
President | 5.0x | |||||
Senior Executive Vice President | 5.0x | |||||
Executive Vice President, Chief Financial Officer | 3.0x | |||||
Executive Vice President, Regional Manager | 2.0x | |||||
Senior Vice President | 1.5x | |||||
| à | |||||||||||||||||||||||||||||
| CEO Mandatory Minimum |
| CEO Actual Stock Ownership | |||||||||||||||||||||||||||
| 6x | base salary | 43x | base salary | ||||||||||||||||||||||||||
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| / | Compensation Discussion and Analysis | |||||||
Units
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Under the MYLTIP awards, during the performance period, holders of LTIP units will receive distributions equal to one-tenth (1/10th) of the amount of regular quarterly distributions paid on a common unit, but will not receive any special distributions. After the end of the performance period, holders of earned LTIP units, both vested and unvested, will be entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on a common unit (which equal per share dividends (both regular and special) on our common stock). Beginning withFor the 2021 MYLTIP – 2024 MYLTIP awards, following the completion of thetheir respective three-year performance period,periods, BXP will also make a “catch-up”“catch-up” cash payment on the 2021 MYLTIP UnitsLTIP units that are ultimately earned in an amount equal to the regular and special distributions,dividends, if any, declared during the performance period on BXP common stock, less the distributions actually paid to holders of 2021the applicable MYLTIP Unitsawards, during the applicable performance period on all of the awarded 2021 MYLTIP Units.corresponding LTIP units. LTIP units awarded with time-based vesting conditions only, both vested and unvested, are entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special distributions payable on a common unit.
› EMPLOYMENT AGREEMENTS
We have
› CHANGE IN CONTROL ARRANGEMENTS
agreements.
| Compensation Discussion and Analysis | / | |||||||
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› PERQUISITES
We provide Messrs. Linde, Ritchey and Koop a monthly car allowance of $750 and we provide all of our executive officers a designated parking space. Perquisites
›DEFERRED COMPENSATION PLAN
›RETIREMENT AND HEALTH AND WELFARE BENEFITS
beginning on page
109.›DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Executive Compensation
›ACCOUNTING FOR STOCK-BASED COMPENSATION
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| Compensation Discussion and Analysis | ||||||||
›ASSESSMENT OF COMPENSATION-RELATED RISKS
Risk Mitigation Factors | ||
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›EQUITY AWARD GRANT POLICY
| Compensation Discussion and Analysis |
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| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($)(8) | |||||||||||||||||||
Owen D. Thomas Chief Executive Officer | 2020 | 900,000 | — | 8,644,379 | (3) | 1,175,000 | 17,910 | 10,737,289 | ||||||||||||||||||
| 2019 | 898,077 | 2,550,000 | 8,452,063 | (4) | — | 17,460 | 11,917,600 | |||||||||||||||||||
| 2018 | 875,000 | 2,875,000 | 7,927,786 | (5) | — | 17,160 | 11,694,946 | |||||||||||||||||||
Douglas T. Linde President | 2020 | 750,000 | — | 5,373,381 | (3) | 950,000 | 35,310 | 7,108,691 | ||||||||||||||||||
| 2019 | 748,077 | 2,095,000 | 5,211,300 | (4) | — | 34,680 | 8,089,057 | |||||||||||||||||||
| 2018 | 725,000 | 2,180,000 | 5,163,416 | (5) | — | 34,380 | 8,102,796 | |||||||||||||||||||
Raymond A. Ritchey Senior Executive Vice President | 2020 | 740,000 | — | 4,028,000 | (3) | 1,103,850 | 34,326 | 5,906,176 | ||||||||||||||||||
| 2019 | 738,462 | 1,820,000 | 3,990,000 | (4) | — | 33,876 | 6,582,338 | |||||||||||||||||||
| 2018 | 720,000 | 2,080,000 | 4,278,466 | (5) | — | 33,576 | 7,112,042 | |||||||||||||||||||
Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer | 2020 | 510,000 | — | 1,848,139 | (3) | 937,500 | 26,310 | 3,321,949 | ||||||||||||||||||
| 2019 | 509,231 | 1,295,000 | 1,916,801 | (4) | — | 25,680 | 3,746,712 | |||||||||||||||||||
| 2018 | 500,000 | 1,450,000 | 1,973,150 | (5) | — | 25,380 | 3,948,530 | |||||||||||||||||||
Bryan J. Koop Executive Vice President, Boston Region | 2020 | 410,000 | — | 1,301,500 | (3) | 625,000 | 35,310 | 2,371,810 | ||||||||||||||||||
| 2019 | 409,231 | 1,370,000 | 1,235,000 | (4) | — | 34,680 | 3,048,911 | |||||||||||||||||||
| 2018 | 400,000 | 1,550,000 | 1,257,523 | (5) | — | 34,380 | 3,241,903 | |||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||
Owen D. Thomas Chief Executive Officer | 2023 | 950,000 | 9,261,028 | (2) | 2,721,300 | 31,636 | 12,963,964 | |||||||||||||||||||
| 2022 | 925,000 | 9,157,428 | (3) | 2,949,250 | 19,110 | 13,050,788 | ||||||||||||||||||||
| 2021 | 900,000 | 8,745,377 | (4) | 3,231,250 | 17,910 | 12,894,537 | ||||||||||||||||||||
Douglas T. Linde President | 2023 | 800,000 | 5,929,505 | (2) | 2,200,200 | 38,712 | 8,968,417 | |||||||||||||||||||
| 2022 | 775,000 | 5,837,052 | (3) | 2,384,500 | 37,110 | 9,033,662 | ||||||||||||||||||||
| 2021 | 750,000 | 5,443,503 | (4) | 2,612,500 | 35,310 | 8,841,313 | ||||||||||||||||||||
Raymond A. Ritchey Senior Executive Vice President | 2023 | 750,000 | 4,079,250 | (2) | 1,980,000 | 37,280 | 6,846,530 | |||||||||||||||||||
| 2022 | 750,000 | 4,079,250 | (3) | 1,430,550 | 35,526 | 6,295,326 | ||||||||||||||||||||
| 2021 | 740,000 | 4,079,250 | (4) | 2,268,750 | 34,326 | 7,122,326 | ||||||||||||||||||||
Michael E. LaBelle Executive Vice President, Chief Financial Officer & Treasurer | 2023 | 550,000 | 2,202,834 | (2) | 1,597,500 | 29,385 | 4,379,719 | |||||||||||||||||||
| 2022 | 525,000 | 1,921,544 | (3) | 1,718,750 | 28,110 | 4,193,404 | ||||||||||||||||||||
| 2021 | 510,000 | 2,139,966 | (4) | 1,618,750 | 26,310 | 4,295,026 | ||||||||||||||||||||
Bryan J. Koop Executive Vice President, Boston Region | 2023 | 440,000 | 1,555,280 | (2) | 1,300,000 | 37,993 | 3,333,273 | |||||||||||||||||||
| 2022 | 425,000 | 1,438,744 | (3) | 1,753,750 | 37,110 | 3,654,604 | ||||||||||||||||||||
| 2021 | 410,000 | 1,653,900 | (4) | 1,711,250 | 35,310 | 3,810,460 | ||||||||||||||||||||
| NEO | Time-Based Awards Grant Date Value | 2020 MYLTIP Awards Grant Date Value | 2020 MYLTIP Awards Maximum Value | |||||||||
| Mr. Thomas | $ | 3,666,879 | $ | 4,977,500 | $ | 10,643,375 | ||||||
| Mr. Linde | $ | 2,545,881 | $ | 2,827,500 | $ | 6,046,077 | ||||||
| Mr. Ritchey | $ | 1,908,000 | $ | 2,120,000 | $ | 4,533,257 | ||||||
| Mr. LaBelle | $ | 875,639 | $ | 972,500 | $ | 2,079,496 | ||||||
| Mr. Koop | $ | 616,500 | $ | 685,000 | $ | 1,464,682 | ||||||
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| Compensation of Executive Officers | |
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| NEO | Time-Based Awards Grant Date Value ($) | 2023 MYLTIP Awards Grant Date Value ($) | 2023 MYLTIP Awards Maximum Value ($) | |||||||||||
| Mr. Thomas | 4,036,028 | 5,225,000 | 9,437,621 | |||||||||||
| Mr. Linde | 2,879,505 | 3,050,000 | 5,509,046 | |||||||||||
| Mr. Ritchey | 1,874,250 | 2,205,000 | 3,982,745 | |||||||||||
| Mr. LaBelle | 1,077,834 | 1,125,000 | 2,032,055 | |||||||||||
| Mr. Koop | 755,280 | 800,000 | 1,445,010 | |||||||||||
| NEO | Life Insurance ($) | 401(k) Company Match ($) | Car Allowance ($) | Parking ($) | Advisor Fees ($) | Total ($) | |||||||||||||||||
| Mr. Thomas | 810 | 18,900 | — | — | 11,926 | 31,636 | |||||||||||||||||
| Mr. Linde | 810 | 19,662 | 9,000 | 9,240 | — | 38,712 | |||||||||||||||||
| Mr. Ritchey | 810 | 20,054 | 9,000 | 7,416 | — | 37,280 | |||||||||||||||||
| Mr. LaBelle | 810 | 19,335 | — | 9,240 | — | 29,385 | |||||||||||||||||
| Mr. Koop | 810 | 18,943 | 9,000 | 9,240 | — | 37,993 | |||||||||||||||||
| Compensation of Executive Officers | ||||||||
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| NEO | Life Insurance | 401(k) Company Match | Car Allowance | Parking | Total | |||||||||||||||
| Mr. Thomas | $ | 810 | $ | 17,100 | $ | — | $ | — | $ | 17,910 | ||||||||||
| Mr. Linde | $ | 810 | $ | 17,100 | $ | 9,000 | $ | 8,400 | $ | 35,310 | ||||||||||
| Mr. Ritchey | $ | 810 | $ | 17,100 | $ | 9,000 | $ | 7,416 | $ | 34,326 | ||||||||||
| Mr. LaBelle | $ | 810 | $ | 17,100 | $ | — | $ | 8,400 | $ | 26,310 | ||||||||||
| Mr. Koop | $ | 810 | $ | 17,100 | $ | 9,000 | $ | 8,400 | $ | 35,310 | ||||||||||
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GRANTS OF PLAN-BASED AWARDS IN 2020
Date of Compensation Committee Approval (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date of Stock | ||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | |||||||||||||||||||||||||||||||||
Owen D. Thomas | — | 1/22/2020 | 1,175,000 | 2,350,000 | 3,525,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 1/31/2020 | 1/22/2020 | — | — | — | — | — | — | 28,409 | 3,666,879 | |||||||||||||||||||||||||||||||
| 2/4/2020 | 1/22/2020 | — | — | — | — | 36,813 | 73,626 | — | 4,977,500 | |||||||||||||||||||||||||||||||
Douglas T. Linde | — | 1/22/2020 | 950,000 | 1,900,000 | 2,850,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 1/31/2020 | 1/22/2020 | — | — | — | — | — | — | 19,724 | 2,545,881 | |||||||||||||||||||||||||||||||
| 2/4/2020 | 1/22/2020 | — | — | — | — | 20,912 | 41,824 | — | 2,827,500 | |||||||||||||||||||||||||||||||
Raymond A. Ritchey | — | 1/22/2020 | 825,000 | 1,650,000 | 2,475,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 1/31/2020 | 1/22/2020 | — | — | — | — | — | — | 14,788 | 1,908,000 | |||||||||||||||||||||||||||||||
| 2/4/2020 | 1/22/2020 | — | — | — | — | 15,679 | 31,359 | — | 2,120,000 | |||||||||||||||||||||||||||||||
Michael E. LaBelle | — | 1/22/2020 | 625,000 | 1,250,000 | 1,875,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 1/31/2020 | 1/22/2020 | — | — | — | — | — | — | 6,784 | 875,639 | |||||||||||||||||||||||||||||||
| 2/4/2020 | 1/22/2020 | — | — | — | — | 7,192 | 14,385 | — | 972,500 | |||||||||||||||||||||||||||||||
Bryan J. Koop | — | 1/22/2020 | 625,000 | 1,250,000 | 1,875,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 1/31/2020 | 1/22/2020 | — | — | — | — | — | — | 4,778 | 616,500 | |||||||||||||||||||||||||||||||
| 2/4/2020 | 1/22/2020 | — | — | — | — | 5,066 | 10,132 | — | 685,000 | |||||||||||||||||||||||||||||||
| Name | Grant Date | Date of Compensation Committee Approval(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||||||||||||
Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | ||||||||||||||||||||||||||||||
| Owen D. Thomas | — | 1/25/2023 | 1,175,000 | 2,350,000 | 3,525,000 | — | — | — | — | — | |||||||||||||||||||||||||
| 2/3/2023 | 1/25/2023 | — | — | — | — | — | — | 56,637 | 4,036,028 | ||||||||||||||||||||||||||
| 2/7/2023 | 1/25/2023 | — | — | — | — | 64,202 | 128,403 | — | 5,225,000 | ||||||||||||||||||||||||||
| Douglas T. Linde | — | 1/25/2023 | 950,000 | 1,900,000 | 2,850,000 | — | — | — | — | — | |||||||||||||||||||||||||
| 2/3/2023 | 1/25/2023 | — | — | — | — | — | — | 40,408 | 2,879,505 | ||||||||||||||||||||||||||
| 2/7/2023 | 1/25/2023 | — | — | — | — | 37,477 | 74,953 | — | 3,050,000 | ||||||||||||||||||||||||||
| Raymond A. Ritchey | — | 2/13/2023 | — | 1,650,000 | — | — | — | — | — | — | |||||||||||||||||||||||||
| 2/3/2023 | 1/25/2023 | — | — | — | — | — | — | 29,213 | 1,874,250 | ||||||||||||||||||||||||||
| 2/7/2023 | 1/25/2023 | — | — | — | — | 27,094 | 54,187 | — | 2,205,000 | ||||||||||||||||||||||||||
| Michael E. LaBelle | — | 1/25/2023 | 625,000 | 1,250,000 | 1,875,000 | — | — | — | — | — | |||||||||||||||||||||||||
| 2/3/2023 | 1/25/2023 | — | — | — | — | — | — | 14,904 | 1,077,834 | ||||||||||||||||||||||||||
| 2/7/2023 | 1/25/2023 | — | — | — | — | 13,823 | 27,647 | — | 1,125,000 | ||||||||||||||||||||||||||
| Bryan J. Koop | — | 1/25/2023 | 625,000 | 1,250,000 | 1,875,000 | — | — | — | — | — | |||||||||||||||||||||||||
| 2/3/2023 | 1/25/2023 | — | — | — | — | — | — | 10,598 | 755,280 | ||||||||||||||||||||||||||
| 2/7/2023 | 1/25/2023 | — | — | — | — | 9,830 | 19,660 | — | 800,000 | ||||||||||||||||||||||||||
| Compensation of Executive Officers |
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| Compensation of Executive Officers | ||||||||
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| Name | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | |||||||||||||||||||||
Owen D. Thomas | 54,282 | 95.69 | 4/2/2023 | 91,118 | 8,613,385 | 99,987 | 9,451,771 | |||||||||||||||||||||
Douglas T. Linde | 34,476 | 100.77 | 2/3/2022 | 60,500 | 5,719,065 | 61,036 | 5,769,733 | |||||||||||||||||||||
| 41,092 | 98.46 | 2/1/2023 | — | — | — | — | ||||||||||||||||||||||
Raymond A. Ritchey | — | — | — | 9,749 | 921,573 | 46,111 | 4,358,873 | |||||||||||||||||||||
Michael E. LaBelle | — | — | — | 23,236 | 2,196,499 | 20,928 | 1,978,324 | |||||||||||||||||||||
Bryan J. Koop | 7,067 | 100.77 | 2/3/2022 | 10,918 | 1,032,079 | 13,918 | 1,315,669 | |||||||||||||||||||||
| 8,267 | 98.46 | 2/1/2023 | — | — | — | — | ||||||||||||||||||||||
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Stock Awards(1) | ||||||||||||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||||||||||||||||||||||
| Owen D. Thomas | — | — | 195,911 | 13,747,075 | ||||||||||||||||||||||
| Douglas T. Linde | 86,064 | 6,039,111 | 112,903 | 7,922,404 | ||||||||||||||||||||||
| Raymond A. Ritchey | 3,920 | 275,066 | 84,594 | 5,935,961 | ||||||||||||||||||||||
| Michael E. LaBelle | 30,980 | 2,173,867 | 41,503 | 2,912,266 | ||||||||||||||||||||||
| Bryan J. Koop | 22,890 | 1,606,191 | 31,849 | 2,234,844 | ||||||||||||||||||||||
| Award/Grant Date(a) | Mr. Thomas | Mr. Linde | Mr. Ritchey(d) | Mr. LaBelle | Mr. Koop(d) | |||||||||||||||
| Time-Based Awards(b) | ||||||||||||||||||||
2/3/2017 | 3,283 | 2,284 | — | 1,607 | — | |||||||||||||||
2/2/2018 | 16,130 | 10,349 | — | 3,823 | — | |||||||||||||||
2/6/2018 | — | — | — | 975 | — | |||||||||||||||
2/1/2019 | 25,014 | 15,423 | — | 5,574 | 3,717 | |||||||||||||||
1/31/2020 | 28,409 | 19,724 | — | 6,784 | 4,778 | |||||||||||||||
| 2017 MYLTIP Award(c) | 18,282 | 12,720 | 9,749 | 4,473 | 2,423 | |||||||||||||||
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| Award(a) | Mr. Thomas | Mr. Linde | Mr. Ritchey | Mr. LaBelle | Mr. Koop | |||||||||||||||
| 2018 MYLTIP Award(b) | 27,390 | 18,060 | 13,256 | 5,760 | 3,535 | |||||||||||||||
| 2019 MYLTIP Award(c) | 35,784 | 22,064 | 17,176 | 7,975 | 5,317 | |||||||||||||||
| 2020 MYLTIP Award(d) | 36,813 | 20,912 | 15,679 | 7,193 | 5,066 | |||||||||||||||
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2020 OPTION EXERCISES AND STOCK VESTED
2.The following table sets forth the aggregate number of options to purchaseunvested time-based LTIP units and/or shares of ourrestricted common stock, exercisedand unvested LTIP units earned under the 2020 MYLTIP, held by each NEO as of December 31, 2023.
Award/Grant Date(a) | Mr. Thomas(d) | Mr. Linde | Mr. Ritchey(d) | Mr. LaBelle | Mr. Koop | |||||||||||||||
Time-Based Awards(b) | ||||||||||||||||||||
| 1/31/2020 | — | 4,931 | — | 1,696 | 1,195 | |||||||||||||||
| 1/29/2021 | — | 15,490 | — | 5,996 | 4,898 | |||||||||||||||
| 1/28/2022 | — | 20,007 | — | 6,586 | 4,932 | |||||||||||||||
| 2/3/2023 | — | 40,408 | — | 14,904 | 10,598 | |||||||||||||||
2020 MYLTIP Award(c) | — | 5,228 | 3,920 | 1,798 | 1,267 | |||||||||||||||
| Compensation of Executive Officers | / | |||||||
Award(a) | Mr. Thomas | Mr. Linde | Mr. Ritchey | Mr. LaBelle | Mr. Koop | |||||||||||||||
2021 MYLTIP Award(b) | 86,606 | 49,197 | 38,366 | 19,044 | 15,555 | |||||||||||||||
2022 MYLTIP Award(c) | 45,103 | 26,229 | 19,135 | 8,635 | 6,464 | |||||||||||||||
2023 MYLTIP Award(d) | 64,202 | 37,477 | 27,093 | 13,824 | 9,830 | |||||||||||||||
| / | Compensation of Executive Officers | |||||||
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | |||||||||
Owen D. Thomas(2) | 180,931 | 10,980,308 | |||||||||
| Douglas T. Linde | 37,326 | 2,712,566 | |||||||||
| Raymond A. Ritchey | 39,059 | 2,948,173 | |||||||||
| Michael E. LaBelle | 13,297 | 966,220 | |||||||||
| Bryan J. Koop | 9,625 | 698,568 | |||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | ||||||||||||
Owen D. Thomas | — | — | 57,198 | $ | 8,067,183 | |||||||||||
Douglas T. Linde | 27,455 | $ | 1,587,136 | 38,819 | $ | 5,479,164 | ||||||||||
Raymond A. Ritchey | — | — | 34,119 | $ | 4,887,658 | |||||||||||
Michael E. LaBelle | 16,337 | $ | 617,061 | 15,798 | $ | 2,220,867 | ||||||||||
Bryan J. Koop(1) | — | — | 14,592 | $ | 1,801,210 | |||||||||||
| Compensation of Executive Officers |
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Benefits underName of Fund Name of Fund 2023 Rate of Return
(%)American Beacon Small Cap Value Fund Class R5 16.68 T. Rowe Price Retirement 2030 Fund 16.30 American Beacon Small Cap Value Fund R6 Class 16.68 T. Rowe Price Retirement 2035 Fund 18.08 Artisan Mid Cap Fund Institutional Class 24.30 T. Rowe Price Retirement 2040 Fund 19.53 Dodge & Cox Income Fund Class I 7.70 T. Rowe Price Retirement 2045 Fund 20.46 Dodge & Cox International Stock Fund Class I 16.70 T. Rowe Price Retirement 2050 Fund 20.78 Dodge & Cox International Stock Fund Class X 16.81 T. Rowe Price Retirement 2055 Fund 20.82 Dodge & Cox Income Fund Class X 7.76 T. Rowe Price Retirement 2060 Fund 20.82 Oakmark Equity and Income Fund Investor Class 17.34 T. Rowe Price Retirement 2065 Fund 20.81 PIMCO Low Duration Fund Institutional Class 5.31 T. Rowe Price Retirement Balanced Fund 11.32 T. Rowe Price Dividend Growth Fund 13.65 Vanguard FTSE Social Index Fund Admiral 31.79 T. Rowe Price Growth Stock Fund 45.27 Vanguard Small-Cap Index Fund Admiral Shares 18.20 T. Rowe Price Mid-Cap Value Fund 18.75 Vanguard Total Bond Market Index Fund Admiral Shares 5.70 T. Rowe Price Retirement 2005 Fund 11.94 Vanguard Total International Stock Index Fund Admiral Shares 15.52 T. Rowe Price Retirement 2010 Fund 12.46 Vanguard Total Stock Market Index Fund Institutional Shares 26.02 T. Rowe Price Retirement 2015 Fund 12.97 Virtus Duff & Phelps Real Estate Securities Fund Class I 11.16 T. Rowe Price Retirement 2020 Fund 13.45 Virtus Duff & Phelps Real Estate Securities Fund Class R6 11.51 T. Rowe Price Retirement 2025 Fund 14.57
| / | Compensation of Executive Officers | |||||||
| Name | Executive Contributions in 2020(1)(2) | Registrant Contributions in 2020 | Aggregate Earnings in 2020 | Aggregate | Aggregate Balance at 12/31/2020(3) | |||||||||||||||
Owen D. Thomas | $ | 186,923 | — | $ | 247,622 | — | $ | 1,746,748 | ||||||||||||
Douglas T. Linde | — | — | — | — | — | |||||||||||||||
Raymond A. Ritchey | — | — | $ | 629,566 | — | $ | 4,674,386 | |||||||||||||
Michael E. LaBelle | — | — | $ | 253,923 | $ | 199,519 | $ | 1,220,377 | ||||||||||||
Bryan J. Koop | $ | 228,266 | — | $ | 294,960 | — | $ | 2,314,995 | ||||||||||||
| Name | Executive Contributions in 2023(1)(2) ($) | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023(3) ($) | |||||||||||||||
| Owen D. Thomas | 189,615 | — | 358,706 | — | 2,527,465 | |||||||||||||||
| Douglas T. Linde | — | — | — | — | — | |||||||||||||||
| Raymond A. Ritchey | — | — | 819,302 | — | 5,516,467 | |||||||||||||||
| Michael E. LaBelle | — | — | 264,030 | — | 1,387,054 | |||||||||||||||
| Bryan J. Koop | 65,827 | — | 399,017 | — | 2,936,626 | |||||||||||||||
| Name | Salary for 2023 ($) | Salary for 2022 ($) | Salary for 2021 ($) | Non-Equity Incentive Plan Compensation for 2022 (paid in 2023) ($) | Non-Equity Incentive Plan Compensation for 2021 (paid in 2022) ($) | |||||||||||||||
| Mr. Thomas | 189,615 | 184,808 | 180,000 | — | — | |||||||||||||||
| Mr. Ritchey | — | — | — | — | — | |||||||||||||||
| Mr. LaBelle | — | — | — | — | — | |||||||||||||||
| Mr. Koop | 65,827 | — | 93,750 | — | 256,688 | |||||||||||||||
| Compensation of Executive Officers |
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› SUMMARY OF OWEN
Thomas’ Employment Agreement
April 2, 2018•July 1, 2023 through June 30, 2023
•As CEO, Mr. Thomas reports directly to the Board of Directors, and he must devote substantially all of his working time and efforts to the performance of his duties.
•Our Board agreed to continue to nominate Mr. Thomas for re-election to the Board of Directors for so long as he remains CEO, and heMr. Thomas has agreed to resign from the Board upon termination of employment.
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•Because Mr. Thomas is at least 62 years of age and has completed at least ten (10) years of employment with the Company, Mr. Thomas is deemed to have satisfied the requirements for retirement eligibility and, as a result, the Agreement provides that (1) his time-based equity awards, whether currently outstanding or granted in the future, shall be deemed to be fully vested and (2) performance-based equity awards that are earned will vest in full (without any proration of the award based on service time). In addition, upon a Qualified Retirement, Mr. Thomas shall be entitled to a prorated portion of his annual bonus for the year in which he retires (see “—Potential Payments upon Termination or Change in Control" beginning on page 115). •The expiration of Mr. Thomas’ agreement on •While he is an officer and until the later of (1) one year after the termination of his employment for any reason or (2) the latest date of full vesting of any performance-based LTI equity award, Mr. Thomas is prohibited from: Potential Payments Upon Termination or Change in Control •a termination by the Company without “cause” (as defined in the applicable agreement or plan) or by the NEO with “good reason” (as defined in the applicable agreement or plan) prior to a change in control, •a termination by the Company without “cause” or by the NEO •a change in control without termination, •termination due to death or disability, or •a qualified retirement. Messrs. Thomas and Ritchey: Not applicable Termination by the Company without “Cause” or by the NEO for “Good Reason” within 24 Months after a Change in Control benefit. Equity Awards If an NEO retires after satisfying the conditions for a Qualified Retirement, the number of LTIP units the NEO earns (if any) under performance-based LTI equity awards will be determined in the same manner and at the same time as otherwise would have been the case if he had remained employed through the entire performance period for the applicable award, including with respect to performance hurdles and lapse of restrictions on transfer, without any proration of the award due to service time. Any earned, unvested LTIP units will no longer be subject to forfeiture but the NEO will not be permitted to transfer the LTIP units until they otherwise would have 2023 •Each of Messrs. •Mr. Ritchey satisfied the Pre-2019 Policy and Payments and Benefits Upon Termination Involuntary Not for Cause or Good Reason Termination Payments and Benefits Upon Termination Involuntary Not for Cause or Good Reason Termination Following Change in Control(4) Change in Control Without Termination Death or Disability Qualified Retirement 2.Includes the following unvested shares of restricted common stock and LTIP units (including outstanding performance-based LTI equity awards for which the three-year performance period has ended and that have been earned (i.e., 2020 MYLTIP awards)) that would have vested upon the occurrence of each triggering event: •accrued salary and vacation pay; •the median of the annual total compensation •the annual total compensation of our CEO, as reported in the Summary Compensation Table on page 1. As of December 31, SEC regulations permit registrants to use reasonable estimates and Summary of the Material Provisions of the ESPP Stock options granted (A) Time-based, full-value shares/units granted(1) (B) Performance-based, full-value shares/units earned(2) (C) Total (A+B+C) Weighted-average common shares + units(3) (D) Burn Rate ((A+B+C)/D) B, together with a copy of the Fourth Amendment. Equity compensation plans approved by security holders(1) Equity compensation plans not approved by security holders(4) Total Proposal Audit Fees Recurring audit, quarterly reviews and accounting assistance for new accounting standards and potential transactions Comfort letters, consents and assistance with documents filed with the SEC and securities offerings Subtotal Audit-Related Fees Audits required by lenders, joint ventures, tenants and other attestation reports Tax Fees Recurring tax compliance and REIT and other compliance matters Tax planning and research State and local tax examinations Subtotal All Other Fees Software licensing fee Total Audit Committee Report Annual Meeting •filing a written revocation with the Secretary of Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103; •submitting a new proxy by telephone, Internet or proxy card after the time and date of the previously submitted proxy; or •attending the 2.5. Closing Price for any day of a Valuation Period shall mean the closing price for a share of Stock as reported for such day in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, in any trade publication selected by the Committee or, if no closing price is so reported during such Valuation Period the fair market value of a share of Stock as determined by the Committee. this Plan. This Plan shall •Annual base salary of $875,000, annual review and may be increased but not decreased. Mr. Thomas’ current base annual salary is $900,000 (see “Compensation Discussion and Analysis – II. Executive Compensation Program – Cash Compensation” beginning on page 56).Target annual bonus equal to 250% of his annual base salary, with the actual amount toreview and may be determined atincreased but not decreased in the discretion of the Compensation Committee.Incentive•For each calendar year during the term, Mr. Thomas shall have the opportunity to earn a bonus based on the achievement of Company and individual performance goals and other criteria, as determined by the Compensation Committee. Mr. Thomas’ target annual bonus shall be $2,350,000, and this target may be increased but not decreased. The actual earned bonus may range from 0 to 150% of the target based on the Compensation Committee’s evaluation of the achievement of Company and individual performance goals and other criteria. The earned bonus for any calendar year shall be paid in cash no later than March 15 of the following calendar year. For the avoidance of doubt, if the term of the agreement ends on December 31, 2026, Mr. Thomas shall be entitled to receive his bonus for 2026, without any pro ration, notwithstanding that Mr. Thomas may no longer be employed by the Company on the date on which such bonuses for 2026 are paid in 2027.an amountamounts determined at the discretion of the Compensation Committee based on Company and individual performance and competitive peer group information. LTI equity awards may be provided in the form of stock options, restricted stock, restricted stock units and/or LTIP units and may be subject to time-based or performance-based vesting, or both, as determined byin the discretion of the Compensation Committee.Participation/ Compensation of Executive Officers orand programs as in effect from time to time for our senior executive employees, including medical/dental insurance, life insurance, disability insurance and deferred compensation plans, plusplans.automobile.automobile, a benefit he has declined every year since becoming our CEO eleven (11) years ago.•Mr. Thomas’ employment with us is at-will, but his employment agreement provides for certain payments and benefits to him upon his separation from the Company in certain circumstances (see “– Potential Payments upon Termination or Change in Control” below). | 2021 Proxy Statement838› COMPENSATION OF EXECUTIVE OFFICERS
•Mr. Thomas' employment with us is at-will, but his employment agreement provides for certain payments and benefits to him upon his separation from the Company in certain circumstances (see "—Potential Payments upon Termination or Change in Control” beginning on page 115).•Mr. Thomas’ employment agreement provides for the acceleration of vesting of equity awards granted after April 2, 2018 upon attainment of age 62 with 10 years of service (see “– Potential Payments upon Termination or Change in Control” below).programs. As such, Mr. Thomasprograms and he is not entitled to receive any tax gross-up payments. In the event that any payment or benefit to be paid or provided to Mr. Thomas would be subject to the golden parachute excise tax under Section 280G of the Internal Revenue Code, the payments and benefits will be reduced to the extent necessary to avoid the imposition of the excise tax if doing so would result in a greater after-tax benefit to Mr. Thomas.June 30, 2023December 31, 2026 (1) will not constitute or result in a termination of employment by the Company without cause,Cause or termination of employment by Mr. Thomas for Good Reason, and the severance provisions (other than retirement eligibility and related benefits) shall not apply.›engaging, participating or assisting, directly or indirectly, in the acquisition, development, construction, operation, management, or leasing of any commercial real estate property of a type which is the subject of a significant portion of the Company’s business (measured as at least 10% of the Company’s revenues on a trailing 12-month basis) at the time of termination of his employment;›intentionally interfering with the Company’s relationships with its tenants, suppliers, contractors, lenders or employees or with any governmental agency; or›competing for, soliciting or diverting the Company’s tenants or employees, either for himself or any other business, person or entity.Mr. Thomas is also subject to confidentiality requirements› participating as a significant owner or performing services in a senior leadership position of any business that owns, develops and post-termination litigationmanages primarily commercial office space real estate property at the time of termination of his employment; and regulatory cooperation obligations.In addition,› intentionally interfering with the Company’s relationships with certain of its tenants or employees, either for himself or any other business, person or entity.20122021 Stock Option and Incentive Plan, as amended from time to time (the ”2012 Plan”"2021 Plan")).› SUMMARY OF EMPLOYMENT AGREEMENTS WITH MESSRS. LINDE, RITCHEY, LABELLE AND KOOPCompensation of Executive Officers / the other NEOs – i.e.,Messrs. Linde, Ritchey, LaBelle and Koop – under which each has agreed to devote substantially all of his business time to our business and affairs. The initial term of each of these employment agreements was two years beginning November 29, 2002 (January 24, 2008 in the case of Mr. LaBelle), with automatic one-year renewals commencing on the second anniversary of the start of the initial term and each anniversary date thereafter unless written notice of termination is given at least 90 days prior to such date by either party. The base salary for each of these NEOs is reviewed annually by the Compensation Committee and may be increased but not decreased in its discretion. Each NEO is also eligible to receive a cash bonus and equity-based compensation to be determined at the discretion of the Compensation Committee.Similar to Mr. Thomas’ employment agreement, the other NEOs’Committeesenior executive severance plan)Company's Senior Executive Severance Plan discussed below)) and permit them to participate as an officer or director of, or advisor to, any charitable or other tax exempt organization only and theonly. The geographic scope of the noncompetition provision in each employment agreement is limited to our markets at the time of termination of theirthe NEO's employment. In consideration for the benefits and protections afforded by the employment agreements, each of these NEOs agreed to confidentiality, non-competition, non-interference and non-solicitation covenants and to provide to the Company post-termination litigation and regulatory cooperation. These NEOs’NEOs' employment with us is at-will, but their employment agreements also provide for certain payments and benefits to them upon separation from the Company in certain circumstances as described below under “– —Potential Payments upon Termination or Change in Control” below.Control."/ Compensation of Executive Officers 84Compensation of Executive Officers | 2021 Proxy Statement8› COMPENSATION OF EXECUTIVE OFFICERSPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL– —Employment Agreements”above) beginning on page 111) and, except for Mr.Messrs. Thomas and Ritchey, the Company’s Senior Executive Severance Plan. In addition, our LTI equity award agreements (including performance-based MYLTIP awards) provide for the vesting and forfeiture of LTI equity awards under different circumstances.termination scenarios. The availability, nature and amount of severance and other benefits differ depending on whether the type of triggering event, is:which include:withfor “good reason” within 24 months following a change in control,NEOs areNEO is not entitled to any additional or special payments under any plan, agreement or arrangement, and any unvested LTI equity awards will be immediately forfeited.› EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL SEVERANCE PLANour CEOMr. Thomas is eligible to receive under his employment agreement, (2) Mr. Ritchey was eligible to receive as of December 31, 2023 under the Ritchey 2023 Agreement (which expired as of December 31, 2023), (3) Messrs. Linde, LaBelle and (2) the NEOs other than our CEOKoop are eligible to receive under their respective employment agreements and our Senior Executive Severance Plan. NEOs other than our CEOPlan and (4) each NEO is entitled to receive under his performance-based LTI equity award agreements. As of the effective date of the Ritchey 2023 Agreement, Mr. Ritchey is no longer entitled to participate in ourany of the Company’s change in control severance plans or programs and he is no longer entitled to receive any tax gross-up payments. Mr. Thomas has never been a covered employee under the Senior Executive Severance Plan whereasand the severance and benefits to which our CEOhe is entitled following a termination within twenty-four (24) months after a change in control are provided in his employment agreement. ScenarioComponentComponent(1)(2)(1)Termination by the Company without “Cause” or by the NEO for “Good Reason” within 24 Months after a Change in Control BonusChange in Control Without TerminationTermination due to Death or Disability Bonus AllMr. Ritchey: Target bonus/ Compensation of Executive Officers Component Termination by the Company without “Cause” or by the NEO for “Good Reason” within 24 Months after a Change in Control Change in Control Without Termination Termination due to Death or Disability Cash Severance Time-Based LTI Equity Awards Mr. Thomas: Additional 24 months of vestingHealth Benefits at active employees’ rateCompensation of Executive Officers | 2021 Proxy Statement858›Component COMPENSATION OF EXECUTIVE OFFICERSScenarioComponent(1)Change in Control Without Termination Bonus• Mr. Thomas: Target bonus prorated for number of days employed in year of terminationTax Gross-Up Payment Other NEOs: Not applicableCash Severance Mr. Thomas: Lump-sum equal to 3x the sum of (a) Mr. Thomas’ base salary plus (b) the amount of his average annual cash bonus (or his target bonus, if greater) with respect to the three calendar years preceding the change in control• Other NEOs: Lump-sum equal to 3x the sum of (a) the NEO’s base salary plus (b) the amount of his average annual cash bonus with respect to the three calendar years preceding the change in controlTime-Based LTI Equity Awards• Full vesting for all NEOsHealth Benefits• Participation by the NEO, his spouseMessrs. Thomas and dependents for up to 36 months, subject to payment of premiums at active employees’ rateOther Benefits• Financial counseling, tax preparation assistance and outplacement counseling for up to 36 monthsTax Gross-Up Payment• Mr. Thomas isRitchey are not entitled to receive any tax gross-up payments from the Company. In the event that payments. If any payment or benefit would be subject to the golden parachute excise tax under Section 280G of the paymentsInternal Revenue Code, the payment and benefitsbenefit will be reduced to the extent necessary to avoid the imposition of such excise tax if the reduction would result in a greater after-tax benefit to Mr. Thomas.Analysis – IV. Analysis—Other Compensation Policies – Policies—Gross-Up for Excess Parachute Payments”on page 72)96).Termination due to Death or DisabilityBonus• Target bonus prorated for number of days employed in year of terminationOther Benefits Time-Based LTI Equity Awards��� Full vesting for allHealth Benefits• Participation by the NEO, his spouse other than Mr. Ritchey: Financial counseling, tax preparation assistance and dependentsoutplacement counseling for up to 1836 months subject to payment of premiums at active employees’ rate(1)Performance-based LTI equity awards are governed by the relevant award agreements. The treatment of these awards under certain termination scenarios, including a change in control, is described under “– Performance-Based LTI Equity Awards” and “– Retirement Eligibility Provisions for LTI Equity Awards” below.(2)Receipt of these payments and benefits (other than the prorated target bonus) is subject to the NEO’s execution of a general release of claims with us.› DOUBLE-TRIGGER ACCELERATION OF VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL“double-trigger”"double-trigger” vesting, provisions, meaning that, if there is a “change in control” (as defined in the 20122021 Plan) and the awards are not otherwise cancelled in connection with the change in control transaction, then they only become fully vested if, within 24 months after the change in control, the NEO’s employment is terminated by the Company or its successor without “cause” or the NEO resigns for “good reason.”86 | 2021 Proxy Statement8›/Compensation of Executive Officers COMPENSATION OF EXECUTIVE OFFICERS› PERFORMANCE-BASEDEQUITY AWARDSThe treatment of performance-based LTI equity awards (e.g., MYLTIP awards) upon certain terminations of employment or a change in control is governed by the NEOs’ relevant award agreements. The following chart summarizes the treatment of these awards under each scenario assuming it occurs prior to the end of the applicable three-year performance period. ScenarioTreatment of AwardTermination by the Company without “Cause” or by the NEO for “Good Reason” without a Change in Control• The number of LTIP units the NEO will earn, if any, will be determined at the end of the applicable three-year performance period based on our performance and will then be prorated based on the portion of the three-year performance period during which the NEO was employed by us.• Any earned LTIP Units will not be subject to forfeiture but the NEO will not be permitted to transfer the LTIP units until they otherwise would have vested under the terms of the awards.Termination due to Death or Disability• The number of LTIP units the NEO will earn, if any, will be determined at the end of the applicable three-year performance period based on our performance.• Any earned LTIP units will not be prorated due to service time and will be fully vested.Change in Control Without Termination• The number of LTIP units the NEO will earn, if any, will be determined as of the date of the change in control based on our performance through such date.• Any earned LTIP units will not be prorated due to service time and will be fully vested.In the case of each of the foregoing scenarios following the end of the applicable three-year performance period, any LTIP units that had been earned prior to the date of such termination or change in control will become fully vested, but, in the case of a termination by the Company without “cause” or by the NEO for “good reason” without a change in control, the NEO will not be permitted to transfer the LTIP units until they otherwise would have vested under the terms of the awards.› RETIREMENT ELIGIBILITY PROVISIONS FOR LTI EQUITY AWARDSfor LTI equity granted after April 2, 2018July 1, 2023 shall provide that ifbecause Mr. Thomas is employed by us when he attainshas attained age 62 and has completed at least ten (10) years of employment with us, then his time-based LTI equity awards will be fully vested upon grant and performance-based LTI equity awards that are earned will vest in full (without any proration of the award based on service time). (1) (2) (3) | 2021 Proxy Statement878› COMPENSATION OF EXECUTIVE OFFICERSvestedthe right to transfer the LTIP units under the terms of the awards.“Pre-2019 Policy”"Pre-2019 Policy"). In addition, time-based LTI awards made to employees who, on or prior to January 31, 2019, attained age 65 or attained age 62 with 20 years of service are “grandfathered”retain their status under the Pre-2019 Policy such that subsequent time-based LTI awards will continue to be fully vested on the date of grant.20202020:2023:RitcheyLinde, LaBelle and Koop is eligible for a Qualified Retirement (i.e., he satisfied the Rule of 70) with respect to all time-based and performance based LTI equity awards granted in 20202019 and subsequent thereto.is grandfatheredthus retains his status under such policy with respect to his time-based LTI equity awards. Therefore, all of Mr. Ritchey’sRitchey's time-based equity awards were fully vested as of December 31, 2020 and subsequent awards will continue2023. Mr. Ritchey is also eligible for a Qualified Retirement with respect to vest on the grant date.Mr. Koop attained age 62 with 20 years of service on August 18, 2020, and as a result, all of Mr. Koop’s unvested time-basedperformance-based LTI equity awards that were granted prior to January 1,in 2019 fully vested on that date.› ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLCompensation of Executive Officers / thatto which our NEOs would have been provided to our NEOsentitled assuming each scenario occurred on December 31, 2020. Scenario Owen D. Thomas Douglas T. Linde Raymond A. Ritchey Michael E. LaBelle Bryan J. Koop Bonus $ 2,350,000 $ 1,900,000 $ 1,650,000 $ 1,250,000 $ 1,250,000 Severance $ 6,900,000 $ 2,845,000 $ 2,560,000 $ 1,805,000 $ 1,780,000 Unvested Equity Awards(1)(2) $ 6,482,395 $ 2,859,533 $ 921,573 $ 1,137,385 $ 459,038 2018 MYLTIP Awards(1)(3) $ 1,652,730 $ 1,089,752 $ 799,853 $ 347,587 $ 213,288 2019 MYLTIP Awards(1)(3) $ 708,522 $ 436,849 $ 340,071 $ 157,916 $ 105,237 2020 MYLTIP Awards(1)(3) $ 84,153 $ 47,806 $ 35,833 $ 16,431 $ 11,573 Benefits Continuation $ 48,523 $ 24,261 $ 22,056 $ 24,261 $ 22,056 Total $ 18,226,323 $ 9,203,201 $ 6,329,386 $ 4,738,580 $ 3,841,192
2023.88 | 2021 Proxy StatementScenario Payments and Benefits Upon Termination Owen D. Thomas
($)Douglas T. Linde
($)Raymond A. Ritchey
($)Michael E. LaBelle
($)Bryan J.
Koop
($)Involuntary Not for Cause or Good Reason Termination Bonus 2,350,000 1,900,000 1,650,000 1,250,000 1,250,000 Severance 7,798,500 3,184,500 — 2,268,750 2,193,750 — 2,433,145 275,066 870,950 645,845 4,147,334 2,355,912 1,892,625 911,889 744,865 1,212,658 705,159 807,025 232,145 173,818 537,805 313,715 759,450 115,692 82,290 Benefits Continuation 50,168 25,084 22,804 21,636 22,804 Total 16,096,465 10,917,515 5,406,970 5,671,062 5,113,372 Bonus 2,350,000 — 1,650,000 — — Severance 10,205,500 8,347,000 — 5,925,000 5,410,000 — 6,039,111 275,066 2,173,867 1,606,191 4,272,300 2,426,900 1,892,625 939,366 767,309 1,902,379 1,106,230 807,025 364,182 272,681 1,799,580 1,050,515 759,450 387,409 275,557 Benefits Continuation 75,252 77,682 22,804 67,338 70,841 150,000 150,000 — 150,000 150,000 — 6,821,708 — 3,796,950 3,583,427 Total 20,755,011 26,019,146 5,406,970 13,804,112 12,136,006 Change in Control Without Termination 4,272,300 2,426,900 1,892,625 939,366 767,309 1,902,379 1,106,230 807,025 364,182 272,681 1,799,580 1,050,515 759,450 387,409 275,557 Total 7,974,259 4,583,645 3,459,100 1,690,957 1,315,547 Death or Disability Bonus 2,350,000 1,900,000 1,650,000 1,250,000 1,250,000 — 6,039,111 275,066 2,173,867 1,606,191 4,272,300 2,426,900 1,892,625 939,366 767,309 1,902,379 1,106,230 807,025 364,182 272,681 1,799,580 1,050,515 759,450 387,409 275,557 Benefits Continuation 37,626 37,626 34,206 32,454 34,206 Total 10,361,885 12,560,382 5,418,372 5,147,278 4,205,944 Qualified Retirement Bonus 2,350,000 — — — — — 6,039,111 275,066 2,173,867 1,606,191 4,272,300 2,426,900 1,892,625 939,366 767,309 1,902,379 1,106,230 807,025 364,182 272,681 1,799,580 1,050,515 759,450 387,409 275,557 Total 10,324,259 10,622,756 3,734,166 3,864,824 2,921,738 8›/Compensation of Executive Officers COMPENSATION OF EXECUTIVE OFFICERS Scenario Owen D. Thomas Douglas T. Linde Raymond A. Ritchey Michael E. LaBelle Bryan J. Koop Bonus $ 2,350,000 — — — — Severance $ 10,550,000 $ 8,460,000 $ 8,200,000 $ 5,600,000 $ 5,430,000 Unvested Equity Awards(1)(2) $ 8,613,385 $ 5,719,065 $ 921,573 $ 2,196,499 $ 1,032,079 2018 MYLTIP Awards(1)(3) $ 1,708,913 $ 1,126,798 $ 827,043 $ 359,403 $ 220,538 2019 MYLTIP Awards(1)(3) $ 1,116,305 $ 688,273 $ 535,796 $ 248,803 $ 165,806 2020 MYLTIP Awards(1)(3) $ 278,391 $ 158,149 $ 118,541 $ 54,355 $ 38,285 Benefits Continuation $ 72,784 $ 75,214 $ 68,598 $ 75,214 $ 68,598 Other Benefits(5) $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 Excise Tax Gross-Up(6) — $ 4,364,986 $ 3,865,898 $ 2,747,823 $ 2,647,611 Total $ 24,839,778 $ 20,742,485 $ 14,687,449 $ 11,432,097 $ 9,752,917 2018 MYLTIP Awards(1)(3) $ 1,708,913 $ 1,126,798 $ 827,043 $ 359,403 $ 220,538 2019 MYLTIP Awards(1)(3) $ 1,116,305 $ 688,273 $ 535,796 $ 248,803 $ 165,806 2020 MYLTIP Awards(1)(3) $ 278,391 $ 158,149 $ 118,541 $ 54,355 $ 38,285 Total $ 3,103,609 $ 1,973,220 $ 1,481,380 $ 662,561 $ 424,629 Bonus $ 2,350,000 $ 1,900,000 $ 1,650,000 $ 1,250,000 $ 1,250,000 Unvested Equity Awards(1)(2) $ 8,613,385 $ 5,719,065 $ 921,573 $ 2,196,499 $ 1,032,079 2018 MYLTIP Awards(1)(3) $ 1,708,913 $ 1,126,798 $ 827,043 $ 359,403 $ 220,538 2019 MYLTIP Awards(1)(3) $ 1,116,305 $ 688,273 $ 535,796 $ 248,803 $ 165,806 2020 MYLTIP Awards(1)(3) $ 278,391 $ 158,149 $ 118,541 $ 54,355 $ 38,285 Benefits Continuation $ 36,392 $ 36,392 $ 33,084 $ 36,392 $ 33,084 Total $ 14,103,386 $ 9,628,677 $ 4,086,037 $ 4,145,452 $ 2,739,792 Unvested Equity Awards(1)(2) — — $ 921,573 — $ 1,032,079 2018 MYLTIP Awards(1)(3) — — $ 827,043 — $ 220,538 2019 MYLTIP Awards(1)(3) — — $ 535,796 — $ 165,806 2020 MYLTIP Awards(1)(3) — — $ 118,541 — $ 38,285 Total — — $ 2,402,953 — $ 1,456,708 (1)Restricted common stock, LTIP units and LTIP units that would have been earned pursuant to 2018 MYLTIP awards, 2019 MYLTIP awards and 2020 MYLTIP awards are valued based on the closing price of the Company’s common stock on December 31, 2020, which was $94.53 per share.(2)Includes the following unvested shares of restricted common stock and LTIP units (including outstanding performance-based LTI equity awards for which the three-year performance period has ended and that have been earned (i.e., 2017 MYLTIP awards)) that would have vested upon the occurrence of each triggering event:•Involuntary not for cause termination or a good reason termination prior to a change in control: Mr. Thomas — 68,575 LTIP units; Mr. Linde — an aggregate of 30,250 LTIP units and shares of restricted common stock; Mr. Ritchey — 9,749 LTIP units; Mr. LaBelle — an aggregate of 12,032 LTIP units and shares of restricted common stock; and Mr. Koop — 4,856 LTIP units.•Involuntary not for cause termination or a good reason termination within 24 months following a change in control and death or disability: Mr. Thomas — 91,118 LTIP units; Mr. Linde — an aggregate of 60,500 LTIP units and shares of restricted common stock; Mr. Ritchey — 9,749 LTIP units; Mr. LaBelle — an aggregate of 23,236 LTIP units and shares of restricted common stock; and Mr. Koop — 10,918 LTIP units.•Qualified Retirement: Mr. Ritchey — 9,749 LTIP units and Mr. Koop — 10,918 LTIP units.(3)As of December 31, 2020, the three-year performance periods had not ended for the 2018 MYLTIP awards, 2019 MYLTIP awards and 2020 MYLTIP awards. The values set forth above relating to the number of LTIP units that would have been earned in the event of a Qualified Retirement, involuntary not for cause termination/good reason termination, death or disability assume our performance for the three-year performance period under the 2018 MYLTIP awards, 2019 MYLTIP awards and 2020 MYLTIP awards continued at the same annualized rate as we experienced from the first day of the respective performance period through December 31, 2020 with proration, as applicable, but are not discounted to reflect the fact that such LTIP units would not be earned until a later date and would be subject to continuing transfer restrictions in the case of Qualified Retirement and involuntary termination prior to a change in control. | 2021 Proxy Statement898› COMPENSATION OF EXECUTIVE OFFICERS(4)Assumes termination occurs simultaneously with a change in control.(5)Includes outplacement services valued at 15% of the sum of current base salary plus bonus with respect to the immediately preceding year up to a maximum of $75,000 paid in a lump sum, and financial counseling and tax preparation services valued at $25,000 per year for 36 months.(6)Under his employment agreement, Mr. Thomas is not entitled to receive tax gross-up payments in the event he becomes subject to the golden parachute excise tax. Instead, if any payment or benefit to be paid or provided to Mr. Thomas would be subject to the golden parachute excise tax, the payments and benefits will be reduced to the extent necessary to avoid the imposition of such tax if such reduction would result in a greater after-tax benefit to Mr. Thomas. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might apply.•accrued salary and vacation pay;•distribution of plan balances under our 401(k) plan and the non-qualified deferred compensation plan (see “– Nonqualified Deferred Compensationin 2020” for the plan balances of each NEO under the non-qualified deferred compensation plan); andCompensation of Executive Officers / 2020,2023, our last completed fiscal year:ofpaid to all employees of the Company (other than our CEO) was $108,126;$134,611; and77,102, was $10,737,289.2020,2023, the ratio of the annual total compensation of Mr. Thomas to the median of the annual total compensation of all other employees was 9996.3 to 1.20202023 and (2) the value of LTI equity awards that were granted in 20202023 and subject to time-based vesting, for all individuals, excluding our CEO, who we employed on December 31, 20202023 (whether on a full-time, part-time, temporary or seasonal basis). In addition, we annualized the wages of full-time employees who were hired during 20202023 but did not work for us the entire fiscal year. We did not make any other assumptions, adjustments, or estimates with respect to total cash compensation or LTI compensation.After identifying the median employee, we20202023 for the median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table.90 | 2021 Proxy Statement8› COMPENSATION OF EXECUTIVE OFFICERS2020,2023, we employed 740820 full-time and 1016 part-time employees, all of whom are located in the United States. The average tenure of our employee population (excluding union employees and intern employees) was 9.89.2 years. The average tenure of our officers and non-officers was 18.218.5 years and 8.77.6 years, respectively. Our employees are organized into the following functions: FunctionNumber ofEmployeesAccounting96Accounting Operations16Administrative Management19Construction46Development25Executive Management12Finance & Capital Markets28Human Resources11 FunctionNumber ofEmployeesInformation Systems35Internal Audit3Leasing31Legal37Marketing24Property Management373Risk Management3Function Number of Employees Function Number of Employees Accounting 95 Information Systems 44 Accounting Operations 18 Internal Audit 3 Administrative 19 Leasing 33 Construction 44 Legal & Risk Management 42 Development 28 Marketing 32 Executive Management 9 Property Management 418 Finance & Capital Markets 30 Sustainability 3 Human Resources 18 certain prescribed alternative methodologies. As a result, our calculation of the CEO pay ratio may differ from the calculations used by other companies and may not be comparable./ Compensation of Executive Officers Boston Properties has reviewed and discussed the years presented.Year BXP Total Stockholder Return
($)2023 12,963,964 9,975,923 5,881,985 6,592,675 61.55 63.34 190.2 7.30 2022 13,050,788 2,646,769 5,794,249 2,530,706 55.54 62.07 848.9 7.53 2021 12,894,537 19,747,684 6,017,281 8,297,877 90.43 99.51 496.2 6.56 2020 10,737,289 (220,724) 4,677,157 1,126,865 71.65 81.56 862.2 6.29 Compensation of Executive Officers / CEO 2023 2022 2021 2020 SCT Total for CEO $ 12,963,964 $ 13,050,788 $ 12,894,537 $ 10,737,289 Minus Grant Date Value of Equity Awards Reported in the SCT $ (9,261,028) $ (9,157,428) $ (8,745,377) $ (8,644,379) $ 7,506,247 $ 5,183,625 $ 13,972,914 $ 4,950,613 Plus/Minus Change in Value of Prior Years’ Awards Unvested at Applicable Year End $ (878,774) $ (7,437,052) $ 1,493,773 $ (7,796,208) Plus/Minus Change in Value of Prior Years’ Awards that Vested in the Applicable Year $ (652,734) $ 642,971 $ (206,106) $ 251,319 Plus Dividends Paid on Unvested Equity Awards During the Applicable Year $ 298,248 $ 363,865 $ 337,943 $ 280,642 Total Adjustments $ (2,988,041) $ (10,404,019) $ 6,853,147 $ (10,958,013) Compensation Actually Paid $ 9,975,923 $ 2,646,769 $ 19,747,684 $ (220,724) Average for Non-CEO NEOs 2023 2022 2021 2020 Average SCT Total for Non-CEO NEOs $ 5,881,985 $ 5,794,249 $ 6,017,281 $ 4,677,157 Minus Grant Date Value of Equity Awards Reported in the SCT $ (3,441,717) $ (3,319,148) $ (3,329,155) $ (3,137,755) $ 4,144,496 $ 2,148,528 $ 5,185,663 $ 2,020,765 Plus/Minus Change in Value of Prior Years’ Awards Unvested at Applicable Year End $ (246,050) $ (2,412,962) $ 427,396 $ (2,568,567) Plus/Minus Change in Value of Prior Years’ Awards that Vested in the Applicable Year $ 88,654 $ 203,632 $ (95,399) $ 58,798 Plus Dividends Paid on Unvested Equity Awards During the Applicable Year $ 165,307 $ 116,407 $ 92,091 $ 76,467 Total Adjustments $ 710,690 $ (3,263,543) $ 2,280,596 $ (3,550,292) Average Compensation Actually Paid $ 6,592,675 $ 2,530,706 $ 8,297,877 $ 1,126,865 Item 402(b)Regulation G, refer to Appendix A to this proxy statement./ Compensation of Executive Officers 
Compensation of Executive Officers / 
S-KG, refer to Appendix A to this proxy statement./ Compensation of Executive Officers Performance Measures Diluted FFO Per Share Leasing TSR Relative TSR Same Property NOI Development Activities Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)Weighted-average exercise price of outstanding options, warrants and rights
(b)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)4,568,244 (2) N/A (2) 4,275,908 (3) N/A N/A 39,941 Total 4,568,244 N/A 4,315,849 management and, based onLTIP units, common units, 2021 MYLTIP Awards, 2022 MYLTIP Awards, 2023 MYLTIP Awards or deferred stock units, such review and discussions,shares are not included in the Compensation Committee recommendedweighed-average exercise price calculation.Compensation Discussion and Analysis be included in this proxy statement.Submitted byfirst day of a purchase period. Under the ESPP, each eligible employee may purchase shares of our common stock at semi-annual intervals each year at a purchase price equal to 85% of the average closing prices of our common stock on the NYSE during the last ten business days of the purchase period. Each calendar year, an eligible employee may contribute no more than the lesser of (a) 10% of his or base salary or (b) $25,000 to purchase our common stock under the ESPP. Committee:Kelly A. Ayotte, ChairCarol B. EinigerDavid A. TwardockWilliam H. Walton, III | 2021 Proxy Statement919› PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION“Say-on-Pay”“Say-on-Pay” proposal or resolution.20172023 annual meeting of stockholders, our stockholders voted on among other matters, a proposal regarding the frequency of holding a non-binding, advisory vote on the compensation of our NEOs. More than 85%97% of the votes cast on the frequency proposal in 2023 were cast in favor of holding a non-binding, advisory vote on the compensation of the Company’s NEOs every year, which was consistent with the recommendation of our Board of Directors. Our Board of Directors considered the voting results with respect to the frequency proposal in 2023, as well as the voting results in 2011 and 2017, and other factors and the Board of Directors currently intends forcaused the Company to hold a non-binding, advisory vote on the compensation of the Company’s NEOs every year until thesince 2011. The next required advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of our NEOs which will occur not later thanat the 20232029 annual meeting of stockholders.20212024 annual meeting:Boston Properties,BXP, our Board of Directors or the Compensation Committee. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and intend to take into accountwill consider the results of the vote when considering future compensation decisions for our NEOs.✓THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THECOMPENSATION PAID TO THE COMPANY’S NEOS AS DISCLOSED IN THIS PROXY STATEMENT. PROPERLYAUTHORIZED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THIS PROPOSALUNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN.92 | 2021 Proxy Statement10›Recommendation of the Board PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANAPPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANOn March 18, 2021, following the recommendationCompensation Committee, our Board of Directors approvedFourth Amendment to the Boston Properties, Inc. 20211999 Non-Qualified Employee Stock IncentivePurchase Plan“2021 Plan”“Fourth Amendment”), subject to the approvalBoston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as the same has been amended from time to time (the “ESPP”). A copy of the ESPP (with prior amendments reflected by underlines and strike-throughs) is attached to this proxy statement as Appendix B, together with a copy of the Fourth Amendment.stockholders.common stock for issuance under the ESPP. As of March 27, 2024, 31,622.94 shares remained available for purchases under the ESPP. The 2021 Plan will become effective if and when it is approved by our stockholders, and it will replace the Company’s existing equity plan, originally adopted in 2012 (the “Prior Plan”). From and after the effective datesole purpose of the 2021 Plan, no further awards will be made under the Prior Plan.We believe that having an equity incentive plan in placeFourth Amendment is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and to ensure that the Company’s compensation program is structured in a manner that aligns employee interests with the success of the Company. By adopting the 2021 Plan, we will be able to continue using equity awards to attract, retain and motivate employees.The following highlights key reasons why we believe stockholders should approve the 2021 Plan:› Reasonable Plan CostWe requested a reasonable number of shares of common stock – 5,400,000 shares less one (1) share for every one (1) share that was granted after March 4, 2021 under the Prior Plan. Following the effective date of the 2021 Plan, no awards may be granted under the Prior Plan.Awards would not have a substantially dilutive effect (issuance of all shares is 3.1% the sum ofincrease the number of shares of common stock authorized for issuance under the ESPP by 250,000 shares. Our Board of Directors approved the Fourth Amendment on January 25, 2024, subject to stockholder approval at the 2024 annual meeting. The ESPP is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).units of partnership interest in our Operating Partnership ofstock that were issued and outstanding as of the record date).› Stockholder-Friendly Plan FeaturesLiberal share recycling shall be limiteddate of March 27, 2024) will become effective on May 22, 2024. All other existing provisions of the ESPP will remain in effect without change. If our stockholders do not approve the Fourth Amendment, then (1) the proposed 250,000 additional shares will not become available for issuance under the ESPP, and (2) after issuance of the remaining 31,622.94 shares authorized for issuance under the ESPP as of March 27, 2024, we will not have sufficient shares to full-value awards; shares of stock tendered or withheld uponcontinue to offer our employees this valuable benefit. We believe that the exercise of a stock option or stock appreciation right for tax withholding, net settlement or exercise payment shall not be added back.No evergreen feature providing for automatic increases.•We may not reprice stock options, nor exchange “underwater” stock options (i.e., options for which the exercise price is greater than the market value of the underlying common stock) for another award or cash, without stockholder approval.No liberal changeproposed increase in control definition.› Responsible Grant Practices by the CompanyOur Compensation Committee designs our executive compensation program to be competitive with our peers.Low three-year average burn ratePerformance-based equity awards (in the form of LTIP units) for executive officers are tied to performance metrics, such as TSR, over three-year, overlapping measurement periods.55% of our Chief Executive Officer’s LTI equity awards (and 50% of our other NEO’s LTI equity awards) for 2020 consisted of performance-based MYLTIP awards earned based on TSR performance over a three-year performance period.Time-based restricted stock and LTIP unit awards generally vest ratably over four years for all executive officers.Robust stock ownership requirements for our executive officers.“Double-trigger” acceleration of vesting upon change in control, which requires a qualified termination of employment following a change in control before vesting of time-based equity awards is accelerated for executive officers.Our clawback policy applies to equity awards granted to executive officers and certain other specified officers. | 2021 Proxy Statement9310› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLAN✓THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE BOSTONPROPERTIES, INC. 2021 STOCK INCENTIVE PLAN. PROPERLY AUTHORIZED PROXIES SOLICITED BY THEBOARD OF DIRECTORS WILL BE VOTED FOR THIS PROPOSAL UNLESS INSTRUCTIONS TO THE CONTRARY AREGIVEN.Shares Available for Issuance and Outstanding AwardsUnder the 2021 Plan, the number of shares authorized for issuance under the ESPP pursuant to the Fourth Amendment is reasonable, appropriate, and in the best interests of our stockholders.to be available for issuance for new awards will be 5,400,000 shares less one (1) share for every one (1) share that was granted afterreported on the NYSE on March 4, 2021 under27, 2024, the Prior Plan. Following the effective datemaximum aggregate market value of the 2021 Plan, no awards may be granted under the Prior Plan.› Overhang as of March 4, 2021The following table sets forth, as of March 4, 2021:all outstanding stock options granted pursuant to our equity compensation plans (including the weighted average exercise price and weighted average remaining term),the number of31,622.94 shares of common stock subject to all outstanding unvested full value awards granted pursuant to our equity compensation plans,the number of shares of common stock to be availablethat remain authorized for issuance of new awards under the 2021 Plan, andthe total number of outstanding shares of common stock and common units in our Operating Partnership (other than common units held by Boston Properties). Overhang DetailStatus as of March 4, 2021Stock options outstandingRecommendation of the Board 297,558Weighted-average exercise price$98.80Weighted-average remaining term0.86 yearsUnvested full value shares outstanding(1)1,329,611Proposed shares reserved under 2021 Plan(2)5,400,000Total Common Stock and Common Units outstanding(3)171,916,558(1)Includes (x) 486,716 LTIP units and 67,680 restricted sharescommon stock that remain subject to vesting based solely on continued employment or service and (y) 775,215 LTIP units granted pursuant to 2019, 2020 and 2021 MYLTIP Awards, which remain subject to performance-based vesting conditions in addition to vesting conditions based on continued employment or service.(2)Proposed share reserve is subject to reduction for any awards granted underDirectors unanimously recommends a vote "FOR" the Prior Plan after March 4, 2021. Upon stockholder approval of the 2021 Plan, no awards mayFourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. Properly authorized proxies solicited by the Board of Directors will be granted undervoted "FOR" this proposal unless instructions to the Prior Plan.(3)Includes 155,858,332 shares of common stock and 16,058,226 common units in our Operating Partnership outstanding as of March 4, 2021. Excludes 1,576,297 LTIP units outstanding as of March 4, 2021 and common units in our Operating Partnership held by Boston Properties.Other than the foregoing and vested LTIP units (or common units into which they were converted) and vested deferred stock units that were outstanding but not yet settled or exchanged for shares of common stock, no other awards pursuant to which shares of common stock were issuable under any of our existing or prior equity compensation plans, including the Prior Plan, were outstanding as of March 4, 2021.Proposal 3 94 | 2021 Proxy Statement10› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANtable sets forth information regarding historical awards granted during 2018, 2019 and 2020, and the corresponding “burn rate,” which is defined as the number of stock options and time-based, full value shares/units granted plus the number of performance-based, full-value shares/units earned in a year divided by the weighted-average number of shares of common stock and common units outstanding for that year, for each of the last three fiscal years:› Burn Rate Detail: 2018-2020 Award Type 2018 2019 2020 0 0 0 232,481 216,998 249,101 28,771 106,599 123,979 261,252 323,597 373,080 171,912,377 172,199,852 172,642,577 0.15% 0.19% 0.22% (1)Time-based, full-value shares/units granted consists of all restricted stock awards, deferred stock units and LTIP units granted during the applicable year that, upon grant, either were vested or were subject to vesting based solely on continued employment or service.(2)Performance-based, full-value shares/units earned consists of all LTIP units for which performance-based vesting occurred with respect to a performance period that ended during such year even if the LTIP units remained subject to vesting based on continued employment or service. All performance-based, full-value awards granted or earned during 2018 – 2020 were LTIP unit awards. 2018 performance-based, full-value shares/units earned reflects LTIP units earned from the 2015 MYLTIP awards. 2019 performance-based, full-value share/units earned reflects LTIP units earned from the 2016 MYLTIP awards. 2020 performance-based full-value share/units earned reflects LTIP units earned from the 2017 MYLTIP awards. The following table provides further detail regarding performance-based, full-value awards that were granted, earned, forfeited and outstanding during 2018, 2019 and 2020: 2018 2019 2020 Unearned at beginning of period(a)(b) 1,239,978 1,211,816 951,850 Units granted(b) 342,659 220,734 203,278 Units earned 28,771 106,599 123,979 Units forfeited(c) 342,050 374,101 271,760 Unearned at end of period(a)(b) 1,211,816 951,850 759,389 (a)Includes the outstanding number of LTIP units subject to performance-based vesting.(b)For performance-based LTIP unit awards granted prior to 2019, the number of LTIP units that could be earned was based on a dollar amount earned divided by an average of the closing prices of our common stock measured at the end of the performance period. As a result, the number of LTIP units issued was an estimate of the maximum number of LTIP units that could be earned based on certain assumptions. The number of units granted and unearned is based on the number of LTIP units actually issued and outstanding, respectively.(c)Represents LTIP units forfeited (based on the number initially issued, which, for awards granted prior to 2019, was an estimate of the maximum number of LTIP units that could be earned based on certain assumptions) upon determination of performance-based vesting or due to termination of employment or service relationship.(3)For each applicable year, represents the weighted-average number of shares of common stock of the Company and common units in our Operating Partnership (other than common units held by Boston Properties) outstanding during the year. Because the Company is a REIT that conducts substantially all of its operations through the Operating Partnership, both shares of common stock of the Company and common units in our Operating Partnership not owned by Boston Properties are included for purposes of calculating our burn rate. Each common unit in our Operating Partnership is exchangeable into shares of common stock on a one-for-one basis, subject to certain conditions. | 2021 Proxy Statement9510› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANThe following descriptionsummary of certain materialessential features of the 2021 Plan is intended to be a summary only.ESPP. This summary is qualified in its entirety by the full text of the 2021 Plan thatESPP, which is attached hereto as Appendix A.of Common Stock Available. Available for Issuancecommon stock to be available for issuance for new awards will be 5,400,000 shares less one (1) share for every one (1) share that was granted after March 4,2021 under the Prior Plan. Following the effective date of the 2021 Plan, no awards may be granted under the Prior Plan. Based solely on the closing price of our common stock as reported on the NYSE on March 24, 2021, the maximum aggregate market value of the 5,400,000 shares that could potentially be issued under the 2021 Plan is $554,850,000.Shares of common stock underlying awards granted under the 2021 Plan or the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan. Additionally, with respect to full-value awards underESPP will be 500,000, which includes the 2021 Plan or the Prior Plan (i.e., an award other than a250,000 shares of common stock option, stock appreciation right or partnership unit with an economic structure similar to that of a stock option or stock appreciation right), shares tendered, held back or otherwise reacquired to cover tax withholding and shares previously reserved for issuance pursuant to such an award tounder the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g.,ESPP as in the event that a full-value award that may be settled in cash or by issuance of shares of Stock is settled in cash) will be added back to theeffect on May 22, 2024. The shares available for issuance under the 2021 Plan. SharesESPP may be authorized but unissued shares or shares we acquire on the open market. If our capital structure changes because of commona stock tendereddividend, stock split or held back for taxes or to coversimilar event, the exercise pricenumber of an option or stock appreciation right will not be added back to the reserved poolshares we can issue under the 2021 Plan. UponESPP will be appropriately adjusted.a stock appreciation right thatthose powers expressly granted to our Compensation Committee, BXP is settled in sharesresponsible for the administration of common stock, the full number of shares of common stock underlyingESPP and has the award will be chargedpower to interpret the reserved pool. In the event we repurchase shares of common stock on the open market, the shares shall not be addedESPP and to the shares of common stock available for issuance under the 2021 Plan.In addition,take such other actions in connection with the acquisitionadministration of another company, the Company may assume outstanding awards granted by another companyESPP as if they had been grantedBXP deems necessary or equitable under the 2021 Plancircumstances.grant awards underemployee of any of BXP, the 2021 PlanOperating Partnership, BP Management, L.P., or Boston Properties Management, Inc., and any other organization owned in substitutionwhole or in part, directly or indirectly, by BXP that our Compensation Committee may designate (each, a “participating employer”), who is shown on the payroll records of such outstanding awards, in each case,a participating employer as an employee prior to the extent thelast day of an applicable award recipientelection period is eligible to be granted such an award under the 2021 Plan. Any shares of common stock issued pursuant to such assumed or substituted awards will not reduce the number of shares authorized for grant under the 2021 Plan.Plan Administration. The 2021 Plan will be administered by either the Compensation Committee, the Board or by such other committee of the Board performing the functions of the Compensation Committee (in either case, the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the specific terms and conditions of each award, subject to the provisions of the 2021 Plan, to accelerate the exercisability or vesting of any award, to interpret the 2021 Plan and awards granted thereunder, and to otherwise administer the 2021 Plan and the awards granted thereunder. Subject to applicable law, the Administrator, in its sole discretion, may delegate to our Chief Executive Officer, all or part of the Administrator’s authority and duties with respect to the granting of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations.Types of Awards. The types of awards permitted under the 2021 Plan include stock options, stock appreciation rights, restricted stock unit awards, restricted stock awards, unrestricted stock awards, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to the overall limit on the number of shares that may be issued under the 2021 Plan, shares of common stock may be issued up to such maximum number pursuant to any type of award; provided that no more than 5,400,000 shares of common stock (plus, to the extent permitted by the Code, any shares added back to the 2021 Plan as described above) may be issued in the form of incentive stock options.Eligibility. All officers, employees, non-employee directors, consultants and advisors of the Company and its subsidiaries will be eligible to receive awards under the 2021 Plan. Persons eligible to participate in the 2021 Plan will be those officers,ESPP; provided, however, employees non-employee directors, consultants and advisors of the Company and its subsidiaries as selected from time to timewho are covered by the Administrator, as well as such other persons selected from time to time by the Administrator to whom issuances of shares96 | 2021 Proxy Statement10› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANunder the 2021 Plan may be registered and permitted under applicable securities laws. As of March 24, 2021, approximately 700 individuals would have beena collective bargaining agreement are not eligible to participate in the 2021 Plan had it been effective onESPP unless participation is provided for in such date. All personscollective bargaining agreement or previously approved pursuant to a plan amendment.arewould be eligible to receive awards formparticipate in the ESPP. Non-employee directors are not eligible to participate in the ESPP.single classrelated purchase period, which we refer to as an “election period.” The ESPP provides for six-month offerings, which we refer to as “purchase periods,” beginning each January 1 and July 1. Shares are purchased on the first business day following the end of a purchase period.2021 Plan, as awards are made on a discretionary basis andESPP for any calendar year is the termslesser of (a) ten percent (10%) of such participant’s base salary for such calendar year, or (b) $25,000. Cash contributions must be paid prior to the last ten (10) business days of the 2021 Plan dorelated purchase period (such 10-day period, a “valuation period”). The ESPP does not distinguish among variousprovide for or permit BXP or any participating employer to match contributions of an eligible persons.Adjustments for Stock Dividends, Stock Splits, Etc. The 2021 Plan requires the Administrator to make appropriate equitable adjustmentsemployee or otherwise contribute any funds to the numberESPP.kindall funds received by BXP under the ESPP are included in our general funds and may be used for any corporate purpose. No interest accrues for the benefit of eligible employees on contributions pending purchase of shares of common stock.that are subjectduring the related valuation period. Purchases will be made in whole shares and in any fraction of a whole share (computed to issuancethe number of decimal places set by the Plan Administrator) which can be purchased with the remaining balance of the participant’s contributions./ Proposal 3 2021 Plan,ESPP within one year of the related purchase date, the participant must pay to certain limits inBXP an amount equal to the 2021 Plan,product of (a) the difference between (i) the average of the ten (10) closing prices for a share of our common stock during the related valuation period for such purchase period and to any outstanding awards under the 2021 Plan, as well as equitable adjustments to(ii) the purchase price for such purchase period, and (b) the number of such shares sold, exchanged, assigned, encumbered, alienated, transferred, pledged or exercise price, as applicable,otherwise disposed of outstanding awards underby the 2021 Plan,participant.reflectsubsequent purchase periods by enrolling within the related election period. A participant may also withdraw all or any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock splitpart of his or similar changeher contributions (without interest) at any time prior to the related valuation period without affecting such participant’s eligibility to participate in future purchase periods. If a participant withdraws all of his or her contributions during a purchase period, that participant may not again participate in the Company’s capital stock, includingsame purchase period but may enroll in subsequent purchase periods. A participant’s withdrawal will be effective as a result of any merger or consolidation or sale of all or substantially allsoon as practicable following receipt of the assetsparticipant’s notice of the Company.Treatmentwithdrawal.Awards in Certain Transactions. In the eventDirectors. Our Board of a “Transaction,” as defined in the 2021 Plan, the Board or the board of directors of any corporation assuming the obligations of the Company,Directors may, in its discretion, takeat any onetime, terminate or moreamend the ESPP. Upon termination of the following actions asESPP, we will refund all amounts contributed by participating employees.outstanding awardsany individual or group of individuals under the 2021 Plan: provide thatESPP in the awards may be assumed or substituted, or upon written notice to participants provide that all awards will terminate upon consummationfuture are not determinable.Transaction. In the event that awards are not assumed or substituted, except as otherwise provided by the Compensation CommitteeUnited States federal income tax laws and regulations applicable to an employee and us with respect to an employee’s participation in the award agreementESPP. This summary does not purport to be a complete description of all federal income tax implications of participation in the ESPP, nor does it discuss the income tax laws of any municipality, state or other agreement between the holder offoreign country in which an award and the Company, upon the effective timeemployee may reside or otherwise be subject to tax.Transaction, all awardsCode. For federal income tax purposes, a participant generally will become vestednot recognize taxable income on the grant of a purchase right under the ESPP, nor will BXP be entitled to any deduction at that time. Upon the purchase of common stock under the ESPP, a participant will recognize ordinary income, and exercisable and vested awards, other than stock options, shallBXP will be fully settled in cash or in kind at such appropriate consideration as determined by the Compensation Committee in its sole discretion after taking into account the consideration payable per share pursuantentitled to the Transaction, or the “merger price”, and all stock options shall be fully settled in cash or in kinda corresponding deduction, in an amount equal to the difference between the merger price and the exercise price of the options; provided that each participant may be permitted to exercise all outstanding options within a specified period determined by the Compensation Committee prior to the Transaction.Term. No awards may be granted under the 2021 Plan ten years or more after the date of stockholder approval, and no incentive stock options may be granted after the tenth anniversary of the date the 2021 Plan is approved by the Board.Repricing. The Administrator may not, without stockholder approval, reduce the exercise price of outstanding stock options or stock appreciation rights or effect repricing through cancellation and re-grants or cancellation of stock options or stock appreciation rights in exchange for cash or other awards, other than as a result of a proportionate adjustment made in connection with a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar event.Stock Options. The 2021 Plan permits the granting of (1) options intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2021 Plan will be non-qualified stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Non-qualified stock options may be granted to any persons eligible to receive incentive stock options and to non-employee directors, consultants and advisors. Incentive stock options may be granted only to employees of the Company or any subsidiary. To qualify as incentive stock options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares of common stock subject to incentive stock options that first become exercisable by a participant in any one calendar year.The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of our shares of common stock on the date of grant, subject to certain exceptions set forth in the 2021 Plan. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. Options may be exercised in whole or in part by giving written or electronic notice to the Company. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership following such procedures as we may prescribe) of shares of common stock that are not subject to restrictions under any Company plan. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Administrator may permit non-qualified stock options to be exercised using a net exercise feature which reduces the number of shares of common stock issued to the optionee by the number of shares of common stock with a fair market value equal to the exercise price. | 2021 Proxy Statement9710› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANStock Appreciation Rights. The Administrator may award stock appreciation rights to participants subject to such conditions and restrictions as the Administrator may determine, provided that the exercise price may not be less than 100% of the fair market value of our shares of common stock on the date of grant, subject to certain exceptions set forth in the 2021 Plan. Stock appreciation rights are settled in cash or shares of common stock. In addition, no stock appreciation right shall be exercisable more than ten years after the date the stock appreciation right is granted.Restricted Stock Units. Restricted stock unit awards are payable in the form of shares of common stock (or cash, to the extent explicitly provided in the award agreement) and may be subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may be based on, among other things, the achievement of certain performance goals and/or continued employment or service with the Company through a specified vesting period. To the extent permitted by the Administrator, restricted stock units may be deferred to one or more dates specified in the applicable award certificate or elected by the grantee. Restricted stock unit awards with a deferred settlement date may be referred to as “deferred stock unit awards.” In addition, in the Administrator’s sole discretion, and subject to the participant’s compliance with the procedures established by the Administrator, it may permit a participant to make an advance election to receive cash compensation otherwise due in the form of a restricted stock unit award.Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain pre-established performance goals and/or continued employment or service through a specified restriction period. If the lapse of restrictions with respect to the shares of common stock is tied to attainment of vesting conditions, any cash dividends paid by the Company during the vesting period will be retained by, or repaid by the grantee to, the Company until and to the extent the vesting conditions are met with respect to the award; provided, that to the extent provided for in the applicable award agreement or by the Administrator, an amount equal to such cash dividends retained or repaid by the grantee may be paid by the grantee upon the lapsing of such restrictions.Unrestricted Stock. The 2021 Plan gives the Administrator discretion to grant stock awards free of any restrictions. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.Dividend Equivalent Rights. Dividend equivalent rights are awards entitling the grantee to current or deferred payments equal to cash dividends on a specified number of shares of common stock. Dividend equivalent rights may be settled in cash or stock and are subject to other conditions as the Administrator shall determine. Dividend equivalent rights may be granted to any grantee as a component of an award or as a freestanding award. Unless provided by the Administrator, dividend equivalent rights may be paid currently, be deemed reinvested in additional shares of stock, which may thereafter accrue additional dividend equivalents, or may otherwise accrue.Other Equity-Based Awards. The Administrator may grant units in the Company’s Operating Partnership or other units or any other membership or ownership interests (which may be expressed as units or otherwise) in a subsidiary, with any stock being issued in connection with the conversion of (or other distribution on account of) an interest granted under the provisions of the 2021 Plan.Cash-Based Awards. The Administrator may grant cash-based awards, such as annual cash bonuses, under the 2021 Plan. The cash-based awards may be subject to the achievement of one or more performance criteria selected by the Administrator, including those specifically referenced in the definition of Performance Criteria in the 2021 Plan. Cash-based awards may be paid in cash or shares of common stock. Cash-based awards that are only payable or actually paid in cash are not subject to and will have no impact on the number of shares of common stock available for issuance under the 2021 Plan.Tax Withholding. Participants in the 2021 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon any exercise, vesting or settlement of awards, as applicable. Subject to approval by the Administrator, participants may elect to have the tax withholding obligations satisfied by authorizing the Company to withhold shares of common stock to be issued (or, in the case of a restricted stock award, to reacquire shares previously issued pursuant to such award). Additionally, the Administrator may provide for mandatory share withholding up to the required withholding amount. The Administrator may also require tax withholding obligations to be satisfied by an arrangement where shares issued pursuant to an award are immediately sold and proceeds from such sale are remitted to the Company in an amount to satisfy such tax withholding obligations.98 | 2021 Proxy Statement10› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANAmendments and Termination. Generally, under current NYSE rules, all material amendments to the 2021 Plan, including those that materially increase the number of shares of common stock available (other than an increase solely to reflect a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or similar change), expand the types of awards available or the persons eligible to receive awards, extend the term of the 2021 Plan, change the method of determining the exercise price of options or delete or limit any provision prohibiting the repricing of options, must be approved by our common stockholders. The Board may determine to make amendments subject to the approval of the common stockholders for purposes of complying with the rules of the NYSE or to preserve the qualified status of incentive stock options. Otherwise, our Board may amend or discontinue the 2021 Plan at any time, provided that no such action will materially and adversely affect the rights under any outstanding awards without the holder’s consent.United States Federal Income Tax Consequences – Options and Stock Appreciation RightsThe following is a summary of the principal federal income tax consequences of certain transactions under the 2021 Plan relating to options and stock appreciation rights. It does not describe all federal tax consequences under the 2021 Plan, nor does it describe state or local tax consequences.Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (1) upon sale of such shares of common stock, any amount realized in excess of the option price (the amount paid for the shares of common stock) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above, generally: (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof; and (2) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of common stock.If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.Non-Qualified Stock Options. No taxable income is generally realized by the optionee upon the grant of a non-qualified stock option. Generally: (1) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock on the purchase date of exercise,(i.e., the first business day following the purchase period) and we receive a tax deductionthe purchase price paid for the same amount; and (2) at disposition, appreciation or depreciation aftershares. Upon the datesubsequent sale of exercise is treated as either short-term or long-termthe shares acquired under the ESPP, the participant will recognize capital gain or loss (long-term or short-term, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of common stock have been held. Special rules will apply where allthem). A capital gain or a portion of the exercise price of the non-qualified stock option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.Stock Appreciation Rights. No incomeloss will be recognized by a recipient uponlong-term if the grant of either tandemparticipant’s holding period is more than twelve (12) months, or freestanding stock appreciation rights. Forshort-term if the year in which the stock appreciation rightparticipant’s holding period is exercised, the recipient will generally be taxed at ordinary income rates on the amount equal to the cash received plus the fair market value of any unrestricted shares received on the exercise. | 2021 Proxy Statement9910› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANParachute Payments. The vesting of any portion of an optiontwelve (12) months or stock appreciation right that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments,” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).Limitation on Deductions. Under Section 162(m) of the Code, the Company’s deduction for awards under the 2021 Plan may be limited to the extent that any “covered employee” (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.Because the grant of awards under the 2021 Plan is within the discretion of the Administrator, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2021 Plan.Under our Charter and By-laws, the2021 Plan.Fourth Amendment. Abstentions shall be included in determining the number of shares present and entitled to vote on the proposal, thus having the effect of a vote against the proposal. Broker non-votes are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome.Equity Compensation Plan InformationThe following table summarizes the Company’s equity compensation plans asDecember 31, 2020. Plan category Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (a) (b) (c) 3,886,774 (2) $ 96.97 (2) 8,069,531 (3) N/A N/A 78,152 3,886,774 $ 96.97 8,147,683 (1)Includes information related to the Boston Properties, Inc. 1997 Stock Option and Incentive Plan and the Prior Plan.(2)Includes (a) 351,561 shares of common stock issuable upon the exercise of outstanding options (all of which are vested and exercisable), (b) 1,336,115 LTIP units (914,572 of which are vested) that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to the Operating Partnership for redemption and acquired by us for shares of our common stock, (c) 1,366,743 common units issued upon conversion of LTIP units, which may be presented to the Operating Partnership for redemption and acquired by us for shares of our common stock (all of which are vested), (d) 336,195 LTIP units issued in the form of 2018 MYLTIP awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to the Operating Partnership for redemption and acquired by us for shares of our common stock, (e) 219,916 LTIP units issued in the form of 2019 MYLTIP awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to the Operating Partnership for redemption and acquired by us for shares of our common stock, (f) 203,278 LTIP units issued in the form of 2020 MYLTIP awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to the Operating Partnership for redemption and acquired by us for shares of our common stock and (g) 72,966 deferred stock units (all of which are vested) which were granted pursuant to elections by certain of our non-employee directors to defer all cash compensation to be paid to such directors and to receive their deferred cash compensation in shares of our common stock upon their retirement from our Board of Directors.
Appointment of Independent Registered Public Accounting Firm100 | 2021 Proxy Statement10› PROPOSAL 3: APPROVAL OF THE BOSTON PROPERTIES, INC. 2021 STOCK INCENTIVE PLANDoes not include 55,616 shares of restricted stock, as they have been reflected in our total shares outstanding. Because there is no exercise price associated with LTIP units, common units, 2018 MYLTIP awards, 2019 MYLTIP awards, 2020 MYLTIP awards or deferred stock units, such awards are not included in the weighed-average exercise price calculation.(3)Represents awards available for issuance under the Prior Plan. “Full-value” awards (i.e., awards other than stock options) are multiplied by a 2.32 conversion ratio to calculate the number of shares available that are used for each full-value award (and thus the number that remains available) under the Prior Plan, as opposed to a 1.0 conversion ratio for each stock option awarded under the Prior Plan.(4)Includes information related to the 1999 Non-Qualified Employee Stock Purchase Plan (ESPP). The ESPP was adopted by our Board of Directors on October 29, 1998. The ESPP has not been approved by our stockholders. All of our employees are eligible to participate in the ESPP. Under the ESPP, each eligible employee may purchase shares of our common stock at semi-annual intervals each year at a purchase price equal to 85% of the average closing prices of our common stock on the NYSE during the last ten business days of the purchase period. Each eligible employee may contribute no more than $10,000 per year to purchase our common stock under the ESPP. | 2021 Proxy Statement10111› PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2021.2024. PricewaterhouseCoopers LLP has audited our consolidated financial statements continuously since our initial public offering in June 1997. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the PricewaterhouseCoopers LLP’s lead engagement partner, the Audit Committee and its Chair were directly involved in the selection of PricewaterhouseCoopers LLP’s lead engagement partner. The members of the Audit Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in the best interests of Boston PropertiesBXP and its stockholders.by our By-laws, the Audit Committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a changedoing so would be in the best interests of Boston PropertiesBXP and its stockholders. If our stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will consider that fact, together with such other factors it deems relevant, in determining its next selection of independent auditors.✓THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THEAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. PROPERLY AUTHORIZEDPROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THIS PROPOSAL UNLESSINSTRUCTIONS TO THE CONTRARY ARE GIVEN.102 | 2021 Proxy Statement11›Recommendation of the Board PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM/ Proposal 4 (“PwC”("PwC"). Aggregate fees for professional services rendered by PwC for the years ended December 31, 20202022 and 20192023 were as follows: 2020 2019 $ 2,733,710 $ 2,681,649 189,000 168,644 2,922,710 2,850,293 416,648 447,575 524,332 (1) 444,241 62,025 55,999 8,937 28,307 595,294 528,547 2,756 2,756 $ 3,937,408 $ 3,829,171 (1)Includes an annual subscription fee for tax allocation software of $50,000 for 2019 but billed in 2020.AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICYThe2023
($)2022
($)Audit Fees Recurring audit, quarterly reviews and accounting assistance for new accounting standards and potential transactions 3,102,247 2,688,026 Comfort letters, consents and assistance with documents filed with the SEC and securities offerings 210,000 180,000 Subtotal 3,312,247 2,868,026 Audit-Related Fees Audits required by lenders, joint ventures, tenants and other attestation reports 564,687 511,772 Tax Fees Recurring tax compliance and REIT and other compliance matters 279,692 360,524 Tax planning and research 105,379 28,570 State and local tax examinations 0 425 Subtotal 385,071 389,519 All Other Fees Software licensing fee 4,206 4,206 Total 4,266,211 3,773,523 has approvedto pre-approve all audit and non-audit services provided by our independent registered public accounting firm. In this regard, our Audit Committee adopted a policy concerning the pre-approval of audit and non-auditthese services to be provided by PwC, our independent registered public accounting firm. The policy requires that all services provided by PwC to us, including audit, services, audit-related, services, tax services and other services, must be pre-approved by the Audit Committee. In some cases, pre-approval is provided by the full Audit Committee for up to a year, relates to a particular category or group of services and is subject to a particular budgeted maximum. In other cases, specific pre-approval is required. The Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve additional services, and any such pre-approvals must then be communicated to the full Audit Committee.20202022 and 20192023 fiscal years, and none of the services described above were approved pursuant to Rule 2-01(c)(7)(i)(c) of Regulation S-X, which relates to circumstances where the Audit Committee pre-approval requirement is waived.Proposal 4 | 2021 Proxy Statement10311› PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20202023 as follows:1.The Audit Committee has reviewed and discussed with management the audited financial statements for Boston Properties, Inc. for the fiscal year ended December 31, 2020.2.The Audit Committee has discussed with representatives of PwC the matters required to be discussed with the Audit Committee by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.3.The Audit Committee has received the written disclosures and the letter from the independent accountant required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.20202023 for filing with the SEC.onin the Investors section of our website at http:https://www.bxp.cominvestors.bxp.com/ under the heading “Corporate Governance.“Governance.”David A. Twardock,Karen E. Dykstra104 | 2021 Proxy Statement12› INFORMATION ABOUT THE ANNUAL MEETINGINFORMATION ABOUT THE ANNUAL MEETINGATTENDING THE VIRTUAL ANNUAL MEETINGOur preferenceto hold an in-person annual meeting. However, duepromptly reviewed, approved and ratified by a majority of the independent directors of our Board of Directors. If any related person transaction is not approved or ratified by a majority of the independent directors of our Board, then to the ongoing public health concerns resulting fromextent permitted under applicable law, management shall use all reasonable efforts to amend, cancel or rescind the COVID-19 pandemic and to supporttransaction. In addition, any related person transaction previously approved by a majority of the health and well-beingindependent directors of our stockholders, employees and community, this year’s annual meeting willBoard or otherwise already existing that is ongoing in nature shall be reviewed by a virtual meetingmajority of the independent directors of our Board annually to ensure that such related person transaction has been conducted via live audio webcast. We have structured our virtual annual meeting to provide stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rulesprevious approval granted by such independent directors, if any, and remains appropriate.conductRegulation S-K (or any successor provision) promulgated by the SEC other than a transaction for which an obligation to disclose under Item 404 of Regulation S-K (or any successor provision) arises solely from the fact that a beneficial owner of more than 5% of a class of the Company’s voting securities (or an immediate family member of any such beneficial owner) has an interest in the transaction. For purposes of determining whether disclosure is required, a related person will not be deemed to have a direct or indirect material interest in any transaction that is deemed to be immaterial (or would be deemed immaterial if such related person was a director) for purposes of determining director independence pursuant to the Company’s categorical standards of director independence. Please refer to the categorical standards under “Proposal 1 / Election of Directors—Director Independence” beginning on page 23.Other Matters / meeting.All2025 Annual Meeting of Stockholdersrecordproxy. Additionally, stockholders who intend to solicit proxies in support of shares of common stock ofdirector nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Any such proposals should be mailed to: Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, Attn.: Secretary.March 24, 2021,the later of (1) the 180th day prior to the scheduled date of such annual meeting or (2) the 15th day following the day on which public announcement of the date of such annual meeting is first made.referredcurrently Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.thisBXP's proxy statement asand form of proxy for our 2025 annual meeting or stockholder proposals submitted pursuant to the “record date,”proxy access provision of our By-laws, must be received in writing at our principal executive office not earlier than January 22, 2025, nor later than March 8, 2025, unless our 2025 annual meeting of stockholders is scheduled to take place before April 22, 2025 or their designated proxies, are authorizedafter July 21, 2025. Our By-laws state that the stockholder must provide (1) timely written notice of such proposal or nomination and supporting documentation and (2) be present at such meeting, either in person or by a representative. A stockholder’s notice shall be timely received by BXP at its principal executive office not less than 75 days nor more than 120 days prior to attend the annual meeting. Cameras, recording devices and other electronic devices will not be permitted and attendees may be subject to other security precautions.› MEETING ACCESSIn order to attend the virtual annual meeting you must be a holder of Boston Properties stock as of March 24, 2021. To participateanniversary date; provided, however, that in the virtual annual meeting, visit www.virtualshareholdermeeting.com/BXP2021 and enter your unique 16-digit voting control number found on your proxy card, email, notice of internet availability of proxy materials or voting instruction form. Theevent the annual meeting is scheduled to beginbe held on a date more than 30 days before the annual meeting anniversary date or more than 60 days after the annual meeting anniversary date, a stockholder’s notice shall be timely if received by BXP at 9:00 a.m., Eastern Time,its principal executive office not later than the close of business on May 20, 2021. Online access will open at 8:45 a.m. Eastern Time to allow time for you to log in and test your device’s audio system. We encourage you to access the meetinglater of (1) the 75th day prior to the start time. If you encounter any difficulties accessing the virtualscheduled date of such annual meeting duringor (2) the check-in or meeting time, please call15th day following the technical support number that will be postedday on which public announcement of the virtualdate of such annual meeting website. Technical supportis first made by BXP. Proxies solicited by our Board of Directors will be available starting at 8:45 a.m. Eastern Timeconfer discretionary voting authority with respect to these proposals, subject to SEC rules and untilregulations governing the endexercise of the meeting.› SUBMITTING QUESTIONSIf you wish to submit a question during the annual meeting, type your question into the “Submit a question” field, and click “Submit.” Questions may be submitted beginning at 8:45 a.m. Eastern Time. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may groupthis authority. Any such questions together and provide a single response to avoid repetition. Responses to questions relevant to meeting matters that we do not have time to respond to during the meeting will be posted to our Investor Relations website following the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.› VOTING DURING THE VIRTUAL ANNUAL MEETINGYou will be able to vote your shares electronically during the annual meeting, except that if you hold shares through a Shareworks account, voting instructions for those sharesproposals must be submittedreceived by May 17, 2021our Secretary at 11:59 p.m.our principal executive office, which is currently Boston Properties, Inc., Eastern Time. Voting online during800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.annual meeting will replace any previous votes. See “– HowAnnual Meeting Vote” below for additional information on voting.› ADDITIONAL MEETING INFORMATIONIn the event of technical difficulties with the virtual annual meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/BXP2021. If necessary, the announcement will provide updated information regarding the date, time, and location of the annual meeting. Any updated information regarding the annual meeting will also be posted on our Investor Relations website at http://www.bxp.com/proxy.A replay of the annual meeting webcast, including the Q&A portion of the annual meeting, will be available on www.virtualshareholdermeeting.com/BXP2021 for at least 30 days following the annual meeting. | 2021 Proxy Statement10512› INFORMATION ABOUT THE ANNUAL MEETINGNOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALSIn order to both save money and help conserve natural resources, we are making this proxy statement and our 20202023 Annual Report, including a copy of our annual report on Form 10-K and financial statements for the year ended December 31, 2020,2023, available to our stockholders electronically via the Internet instead of mailing the full set of printed proxy materials, in accordance with the rules of the SEC.them. On or about April 5, 2021,12, 2024, we began mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our annual report online, as well as instructions on how to vote. Also on or about April 5, 2021,12, 2024, we began mailing printed copies of these proxy materials to stockholders that have requested printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting suchthe materials included in the Notice. Our 20202023 annual report is not part of the proxy solicitation material.Atannual meeting, stockholders will be asked to vote upon the matters set forth in the accompanying notice of annual meeting, including the election of directors, an advisory resolution on named executive officer compensation, the approval of the Boston Properties, Inc. 2021 Stock Incentive Plan and the ratification of the appointment of our independent registered public accounting firm.PRESENTATION OF OTHER MATTERS AT THE ANNUAL MEETING20212024 annual meeting other than those described in this proxy statement. If any other matters not described in this proxy statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders.24, 2021,27, 2024, you are entitled to receive notice of the 2024 annual meeting and to vote the shares of BXP common stock held as of the close of business on the record date. Each stockholder is entitled to one vote for each share of common stock you held as of the close of business on the record date. Holders of common units, LTIP units preferred stock and deferred stock units are not entitled to vote suchthose securities on any of the matters presented at the 20212024 annual meeting.virtuallyin person or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the 2024 annual meeting. As of the record date, there were 156,074,135157,049,172 shares of common stock outstanding and entitled to vote at the 2024 annual meeting. Each share of common stock outstanding on the record date is entitled to one vote on each matter properly submitted at the annual meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions or “broker non-votes” (i.e., shares represented at the meeting held by brokers, banks or other nominees, as to which the proxy has been properly executed but instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect toInformation About the Annual Meeting / 106 | 2021 Proxy Statementvirtual annual meeting you may vote your shares of BXP common stock electronically duringin person at the annual meeting using your 16-digit control number on your proxy card or Notice of Internet Availability, except that if you hold shares through a Shareworks account, voting instructions for those shares must be submitted by May 17, 2021 at 11:59 p.m., Eastern Time. See “ – Voting Shares Registered Directly in the Name of the Stockholder or Held in Shareworks” below.meeting. If you hold your shares of common stock in “street name” (i.e., your shares are held in an account maintained by a bank, broker or other nominee) and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may vote at the annual meeting with the 16-digit control number indicated on your voting instruction form or Notice of Internet Availability. Voting online during the meeting will replace any previous votes. If you hold your shares ofBXP common stock in street name and you do not have a 16-digit control number,wish to vote in person at the meeting, you will need to obtain a “legal proxy” from the broker, bank broker or other nominee that holds your shares of common stock of record to attend, participate in and vote at the annual meeting.› VOTING SHARES REGISTERED DIRECTLY IN THE NAME OF THE STOCKHOLDER OR HELD IN SHAREWORKSVote by Internet. You may vote via the Internet by following the instructions provided in the Notice or, if you received printed materials, on your proxy card. The website for Internet voting is printed on the Notice and also on your proxy card. Please have your Notice or proxy card in hand. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 19, 2021. You will receive a series of instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded.If you vote via the Internet, you do not need to return your proxy card.•Telephone.Internet19, 2021.21, 2024. When you call, pleasehave your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you did not receive printed materials and would like to vote by telephone, you must request printed copies of the proxy materials by following the instructions on your Notice./ Information About the Annual Meeting telephone, you do not need to return your proxy card.Vote by Mail.If you received printed materials, and would like to vote by mail, then please mark, sign and date your proxy card and return it promptlyProxy for Shares Registered in the postage-paid envelope provided. If you did not receive printed materials and would like to vote by mail, you must request printed copies of the proxy materials by following the instructions on your Notice.If you are a Boston Properties employee or former employee holding shares of common stock on the Shareworks equity portal, the control number you receive on your Notice or proxy card also covers shares of common stock held in your Shareworks account. You may vote these shares via the Internet, by telephone or by completing and returning a proxy card as described above. Your submission of voting instructions for shares of common stock held in your Shareworks account instructs the plan administrator how to vote those shares; it does not result in the appointment of a proxy to vote those shares. Instructions regarding shares held in your Shareworks account must be received by 11:59 p.m., Eastern Time, on May 17, 2021.› VOTING BY PROXY FOR SHARES REGISTERED IN STREET NAME
Pursuant to the NYSE rules, if you do not give instructions to your broker, bank or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (proposal 4) is considered to be a discretionary item under the NYSE rules and your broker, bank or other nominee will be able to vote on that item even if it does not receive instructions from you. The election of directors (proposal 1), the non-binding, advisory vote on NEO compensation (proposal 2) and the vote on the Fourth Amendment to the ESPP (proposal 3) are considered non-discretionary items. If you do not instruct your broker, bank or other nominee how to vote your shares with respect to these non-discretionary items, it may not vote with respect to these proposals and those votes will be counted as broker non-votes. We strongly encourage you to submit your proxy with instructions and exercise your right to vote as a stockholder. | 2021 Proxy Statement107 virtual annual meeting and voting electronically duringby ballot at the annual meeting.attendingand you attend the virtual2024 annual meeting, you may vote electronically during the meetingin person whether or not a proxy has been previously given, but your presence (without further action) at the virtual annual meeting will not constitute revocation of a previously given proxy.20202023 annual report are available at http:https://www.bxp.com/bxp.com/proxy. Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, Notices of Internet Availability of Proxy Materials, by mail, we encourage you to elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy materials online will save us the cost of producing and mailing the proxy materials or Notices of Internet Availability of Proxy Materials to you and help conserve natural resources. You may sign up for electronic delivery by visiting http:https://www.bxp.com/bxp.com/proxy.20202023 annual report or this proxy statement, please send your request to Investor Relations, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103; call us with your request at (617) 236-3822; or visit our website at http://www.bxp.com.TheInformation About the Annual Meeting / proxies will be borne by Boston Properties.proxies. In an effort to have as many votes cast at the 2024 annual meeting as possible, special solicitation of proxies may, in certain instances, be made personally or by telephone, electronic communication or mail by one or more employees of Boston Properties.our employees. We also may reimburse brokers, banks, nominees and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy materialmaterials to their principals who are beneficial owners of shares of our common stock. In addition, we retained MacKenzie Partners, Inc., a proxy solicitation firm, has been engaged by Boston Properties to act as proxy solicitor and will receiveon our behalf. We agreed to pay Mackenzie Partners a fee of $7,500 plus reimbursement of its reasonable out-of-pocket expenses.108 | 2021 Proxy StatementFor the year ended December 31, 2023 2022 2021 2020 (unaudited and in thousands, except per share amounts) Net income attributable to Boston Properties, Inc. common shareholders $ 190,215 $ 848,947 $ 496,223 $ 862,227 Add: Preferred stock redemption charge — — 6,412 — Preferred dividends — — 2,560 10,500 Noncontrolling interest—common units of the Operating Partnership 22,548 96,780 55,931 97,704 Noncontrolling interests in property partnerships 78,661 74,857 70,806 48,260 Net income 291,424 1,020,584 631,932 1,018,691 Add: Depreciation and amortization 830,813 749,775 717,336 683,751 Noncontrolling interests in property partnerships’ share of depreciation and amortization (73,027) (70,208) (67,825) (71,850) BXP’s share of depreciation and amortization from unconsolidated joint ventures 101,199 89,275 71,966 80,925 Corporate-related depreciation and amortization (1,810) (1,679) (1,753) (1,840) Non-real estate depreciation and amortization (1,681) — — — 272,603 50,705 — 60,524 Less: — — 10,257 5,958 28,412 — — — 35,756 — — — Gains on sales of real estate 517 437,019 123,660 618,982 Gain on sales-type lease — 10,058 — — Gain on sales-type lease included within loss from unconsolidated joint ventures 1,368 — — — Unrealized gain (loss) on non-real estate investment 239 (150) — — Noncontrolling interests in property partnerships 78,661 74,857 70,806 48,260 Preferred dividends — — 2,560 10,500 Preferred stock redemption charge — — 6,412 — Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) 1,274,568 1,316,668 1,137,961 1,086,501 For the year ended December 31, 2023 2022 2021 2020 (unaudited and in thousands, except per share amounts) Less: Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations 130,771 133,115 111,975 108,310 Funds from Operations attributable to Boston Properties, Inc. common shareholders $ 1,143,797 $ 1,183,553 $ 1,025,986 $ 978,191 Boston Properties, Inc.'s percentage share of Funds from Operations—basic 89.74 % 89.89 % 90.16 % 90.03 % Weighted average shares outstanding—basic 156,863 156,726 156,116 155,432 FFO per share basic $ 7.29 $ 7.55 $ 6.57 $ 6.29 Weighted average shares outstanding - diluted 157,201 157,137 156,376 155,517 FFO per share diluted $ 7.28 $ 7.53 $ 6.56 $ 6.29 Boardimpairment loss on investment in unconsolidated joint venture consists of Directors has adopted a Related Person Transaction Approvalan other-than-temporary decline in the fair value below the carrying value of our investments in (i) Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Disclosure PolicySafeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively, for the review, approval or ratification of any related person transaction. This written policy provides that all related person transactions, other than a transactionyear ended December 31, 2023, and (ii) the Dock 72 unconsolidated joint venture for which an obligation to disclose under Item 404 of Regulation S-K (or any successor provision) arises solely from the fact that a beneficial owner of more than 5% of a classyear ended December 31, 2022 and 2020.Company’s voting securities (or an immediate family memberportion of any such beneficial owner) has anincome from unconsolidated joint ventures related to the gain on sale of real estate associated with the sale of our ownership interest in the transaction, must be reviewedjoint venture that owned Annapolis Junction Buildings Six and approved by a majority ofSeven for the disinterested directors onyear ended December 31, 2021 and Annapolis Junction Building Eight and two land parcels for the year ended December 31, 2020.Board of Directors in advance of us or any of our subsidiaries entering into the transaction; provided that if we or any of our subsidiaries enter into a transaction without recognizing that such transaction constitutes a related person transaction, the approval requirement will be satisfied if such transaction is ratified by a majority of the disinterested directors on the Board of Directors promptly after we recognize that such transaction constituted a related person transaction. Disinterested directors are directors that do not have a personal financialjoint venture partner’s 45% ownership interest in the transaction that is adverse to our financial interest or that of our stockholders. The term “related person transaction” refers to a transaction required to be disclosed by us pursuant to Item 404 of Regulation S-K (or any successor provision) promulgated by the SEC. For purposes of determining whether such disclosure is required, a related person will not be deemed to have a direct or indirect material interest in any transaction that is deemed to be not material (or would be deemed not material if such related person was a director) for purposes of determining director independence pursuant to the Company’s categorical standards of director independence. Please refer to the categorical standards under “Proposal 1: Election of Directors – Director Independence” beginning on page 21.Since January 1, 2020, the Company has paid a firm controlled by Mr. Raymond A. Ritchey’s brother aggregate leasing commissions of approximately $3,587,393. The Company expects to pay additional commissions to this firm during 2021. In January 2018, Mr. Ritchey’s brother became an employee of a real estate firm with which the Company has entered into a contract for services that is nearly identical to the previous contract with the firm controlled by Mr. Ritchey’s brother. Given current and anticipated leasing activity, the Company expects to pay equivalent or increased leasing commissions to the real estate firm that currently employs Mr. Ritchey’s brother in 2021 as compared to leasing commissions paid to the firm controlled by him in prior years. Mr. Ritchey is the Senior Executive Vice President of Boston Properties. The Company believes the terms of the related agreements are comparable to, and in most cases more favorable to us than, similar arrangements with other brokers in relevant markets.We are partners with affiliates of Norges Bank Investment Management in joint ventures that own Times Square Tower, 601 Lexington Avenue, 100 Federal Street and Atlantic Wharf Office. Based on a Schedule 13G/A filed with the SEC on February 1, 2021, Norges Bank (The Central Bank of Norway), an affiliate of Norges Bank Investment Management, is the beneficial owner of more than 5% of our common stock.We lease office space at our Santa Monica Business Park property to an entity that was acquired by an affiliatelocated in Santa Monica, California for a purchase price of BlackRock, Inc.$38.0 million. We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park.August 2018. Based onwhich we owned a Schedule 13G/A filed with20% equity interest completed a two-step restructuring of the SEC on January 27, 2021, BlackRock isownership in Metropolitan Square, which resulted in, among other things, (i) the beneficial owner of more than 5%cessation of our common stock. Since January 1, 2020, BlackRock paidobligation to fund future investments through our then 20% equity interest, which caused us to recognize a gain on investment of approximately $35.8 million related to our deficit investment balance that resulted from distributions, (ii) the Company $1,413,434removal of the property from our in-service portfolio, (iii) the sale of the property, which resulted in lease payments.STOCKHOLDER NOMINATIONS FOR DIRECTOR AND PROPOSALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS› STOCKHOLDER PROPOSALS SUBMITTED FOR INCLUSION IN OUR PROXY STATEMENTAny stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in Boston Properties’ proxy statementa loss on the sale of approximately $1.5 million and formassignment of proxy for its 2022 annual meeting of stockholders must be received by Boston Properties on or before December 6, 2021 in order to be considered for inclusion in our proxy statement and form of proxy. The proposals must also comply with the requirements as to form and substance established by the SEC if they are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, Attn.: Secretary. | 2021 Proxy Statement10913› OTHER MATTERS› PROXY ACCESS DIRECTOR NOMINATIONS FOR INCLUSION IN OUR PROXY STATEMENTIn order for an eligible stockholder or group of stockholders to nominate a director candidate for election at Boston Properties’ 2022 annual meeting pursuantexisting senior loan to the proxy access provisionnew owner, and (iv) the closing of our By-laws, notice of such nomination and other required information must be received by Boston Properties on or before December 6, 2021, unless our 2022 annual meeting of stockholders is scheduled to take place before April 20, 2022 or after July 19, 2022. Our By-laws state that such notice and other required information must be received by Boston Properties not less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of stockholders; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days before the anniversary of the date of the immediately preceding annual meeting, or the annual meeting anniversary date, or more than 60 days after the annual meeting anniversary date, or if no annual meeting was held in the preceding year, the deadline for the receipt of such notice and other required information shall be the close of business on the later of (1) the 180th day prior to the scheduled date of such annual meeting or (2) the 15th day following the day on which public announcement of the date of such annual meeting is first made.In addition, our By-laws require the eligible stockholder or group of stockholders to update and supplement such information (or provide notice stating that there are no updates or supplements) as of specified dates. Notices and other required information must be received by our Secretary at our principal executive office, which is currently Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.› OTHER PROPOSALS OR NOMINATIONSStockholder proposals and nominations of directors to be presented at Boston Properties’ 2022 annual meeting, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in Boston Properties’ proxy statement and form of proxy for our 2022 annual meeting or submitted pursuant to the proxy access provision of our By-laws, must be received in writing at our principal executive office not earlier than January 20, 2022, nor later than March 6, 2022, unless our 2022 annual meeting of stockholders is scheduled to take place before April 20, 2022 or after July 19, 2022. Our By-laws state that the stockholder must provide timely written notice of such proposal or a nomination and supporting documentation as well as be present at such meeting, either in person or by a representative. A stockholder’s notice shall be timely received by Boston Properties at its principal executive office not less than 75 days nor more than 120 days prior to the annual meeting anniversary date; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days before the annual meeting anniversary date or more than 60 days after the annual meeting anniversary date, a stockholder’s notice shall be timely if received by Boston Properties at its principal executive office not later than the close of business on the later of (1) the 75th day prior to the scheduled date of such annual meeting or (2) the 15th day following the day on which public announcement of the date of such annual meeting is first made by Boston Properties. Proxies solicited by our Board of Directors will confer discretionary voting authority with respect to these proposals, subject to SEC rules and regulations governing the exercise of this authority. Any such proposals must be received by our Secretary at our principal executive office, which is currently Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.
new mezzanine loan.110 | 2021 Proxy Statement2021INCENTIVEPURCHASE PLANSECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS name of the plan is the Boston Properties, Inc. 20211999 Non-Qualified Employee Stock IncentivePurchase Plan, as amended (the “Plan”). The purpose, is hereby further amended as follows:encourage“250,000” and enablereplacing it with “500,000.”officers, employees, Non-Employee Directors, Consultants andPlan is hereby confirmed in all other key personsrespects./ Appendix B (the “Company”) and1999 Non-Qualified Employee Stock Purchase Planemployees and other key persons of Boston Properties Limited Partnership (the “Operating Partnership”) and the Company’s other Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietarybelief that such ownership will increase his or her interest in the Company. It is anticipated that providing such persons with a direct stake insuccess of Boston Properties.Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.The following termsseparate bookkeeping account which shall be defined as set forth below:“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee that is designatedestablished and maintained by the Board asPlan Administrator for each Participant for each Purchase Period to record the administrator of the Plan.“Award”contributions made on his or “Awards,” means an awardher behalf to purchase Stock under the Plan and, except where referring to a particular category of grant underPlan.Plan,person designated as such in accordance with §10.include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Unrestricted Stock Awards, Dividend Equivalent Rights, Cash-Based Awards and other equity-based awards as contemplated herein.“Award Certificate” means a written or electronic agreement or document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.“Board” meansmean the Board of Directors of Boston Properties.Company.“Cash-Based Award” means an Award granted pursuant to Section 12 entitling the recipient to receive a cash denominated payment.“Change in Control” means the occurrence of any onelaws of the following events:(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its Subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its Subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company’s then- outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (other than as a result of an acquisition of securities directly from the Company);(ii)persons who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to such date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least two-thirds of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors;(iii)the consummation of (A) any consolidation or merger of the Company as a result of which the Voting Securities outstanding immediately prior to the consolidation or merger do not either (x) continue to represent 60 percent or more of the outstanding stock or other equity interests having the right to vote in an election of the board of directors (or other equivalent governing body) of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction or (y) convert into, or become immediately exchangeable for, 60 percent or more of the outstanding stock or other equity interest having the right to vote in an election of the board of directors (or other equivalent governing body) of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or
State of Delaware, and any successor to Boston Properties. | 2021 Proxy StatementA-1(B) any sale, lease, exchange or other transfer to an unrelated party (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or(iv)the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company.“Change in Control” shall not be deemed to have occurred for purposesmember of Local 32B-32J of the foregoing clause (i) solelyService Employees International Union or Local 94 of the International Union of Operating Engineers.(1)the result of an acquisition of securitiessuch by the CompanyCommittee.Appendix B / reducingBoston Properties. In the event of a stock dividend, stock split or similar capitalization affecting the Stock, the Committee shall make appropriate adjustment in the number of shares of Voting Securities outstanding, increasesStock available for issuance under the proportionate numberPlan and the Purchase Price.sharesthose powers expressly granted to the Committee to determine the Closing Price and who is a Participating Employer and to set the Election Period and the Purchase Period, the Plan Administrator shall be responsible for the administration of Voting Securities beneficially ownedthis Plan and shall have the power in connection with such administration to interpret the Plan and to take such other action in connection with such administration as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Plan Administrator for such function. Any action or inaction by any person (as defined in the foregoing clause (i)) to 25 percent or moreon behalf of the combined voting power of all then outstanding Voting Securities; provided, however, thatPlan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if such person shall thereafter become the beneficial ownerany, of any additional sharessuch Eligible Employee or Participant under this Plan.Voting Securities (other than pursuantan Election Period shall be a Participant in this Plan for the related Purchase Period if he or she properly completes and files an Election Form with the Plan Administrator on or before such date to a stock split, stock dividend,elect to participate in this Plan. An Election Form may require an Eligible Employee to provide such information and to agree to take such action (in addition to the action required under § 6) as the Plan Administrator deems necessary or similar transactionappropriate in light of the purpose of this Plan or for the orderly administration of this Plan.resultspecific dollar amount or a percentage of the Participant's compensation that his or her Participating Employer is authorized to deduct from his or her compensation each pay day during the Purchase Period, provided/ Appendix B acquisitionElection Period to reduce or to stop his or her payroll contributions, and such election shall be effective as soon as practicable after the Plan Administrator actually receives such amended Election Form. A Participant also shall have the right at any time on or before the last day prior to the related Valuation Period to withdraw (without interest) all or any part of securities directlythe contributions credited to his or her Account for such Purchase Period by delivering an amended Election Form to the Plan Administrator on or before the last day prior to the related Valuation Period. A as withdrawal shall be deducted from the Company), then a “Change in Control”Participant's Account as of the date the Plan Administrator receives such amended Election Form, and the actual withdrawal shall be deemedeffected by the Plan Administrator as soon as practicable after such date.have occurred for purposescontinue to satisfy the requirements of the foregoing clause (i).“Code” means§ 401(k) of the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.“Common Units”the Plan Administrator shall have the meaningright unilaterally to suspend such contributions.forthby the Plan Administrator) which can be purchased with the remaining balance credited to the Participant's Account. If a Participant is an Eligible Employee through the end of a Purchase Period, the balance which remains credited to his or her Account at the end of such Purchase Period automatically shall be applied in full to purchase Stock as of the next business day following the end of such Purchase Period at the Purchase Price for such Stock for such Purchase Period.(3)Appendix B / Partnership Agreement.“Consultant” means any natural person that provides bona fide servicesname of Boston Properties' transfer agent or its nominees. The number of shares credited to a Participant's account under the Company, and such services are not in connectionPlan will be shown on his or her statement of accounts. Subject to compliance with the offerprovisions of Section 8, upon the written request of a Participant, a stock certificate representing any shares of Stock purchased under this Plan shall be delivered to a Participant registered in his or saleher name or, if the Participant so elects on such Election Form and if permissible under applicable law, in the names of securities inthe Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship. However, (a) no stock certificate representing a capital-raising transactionfractional share of Stock shall be delivered to a Participant or to a Participant and do not directly or indirectly promote or maintainany other person, (b) cash which the Plan Administrator deems representative of the value of a market for the Company’s securities.“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid onParticipant's fractional share shall be distributed (when a Participant requests a distribution of all of the shares of Stock specifiedheld for such Participant) in lieu of such fractional share unless a Participant in light of Rule 16b-3 waives his or her right to such cash payment and (c) the Plan Administrator shall have the right to charge a Participant for registering Stock in the Dividend Equivalent Rightname of a Participant and any other person. No Participant (or other award to which it relates) ifany person who makes a claim for on behalf of or in place of a Participant) shall have any interest in any shares of Stock under this Plan until the certificate for such shares hadof Stock has been issueddelivered to such person or such shares have been credited to a brokerage account maintained for the benefit of such person.held(b) who shall receive the Stock, if any, purchased for the Participant under this Plan if the Participant dies after the end of a Purchase Period but before either the certificate representing such shares of Stock has been delivered to the Participant or before such Stock has been credited to a brokerage account maintained for the Participant. Such designation may be revised in writing at any time by the grantee.“Effective Date” means the date on whichParticipant by filing an amended Election Form, and his or her revised designation shall be effective at such time as the Plan becomes effective as set forth in Section 20.“Exchange Act” means the Securities Exchange Act of 1934, asAdministrator receives such amended and the rules and regulations thereunder.“Fair Market Value” on any given date means the last reported sale price at which Stock is traded on such dateelection Form. If a deceased Participant fails to designate a Beneficiary or, if no Stock is traded on such date, the next preceding date on which Stock was traded, as reflected on the principal stock exchangeperson so designated survives a Participant or, if applicable, any other national stock exchange on whichafter checking his or her last known mailing address, the Stock is traded or admitted to trading.“Family Member” of a grantee means a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenantwhereabouts of the grantee), a trust in which these persons (orperson so designated are unknown, then the grantee) have more than 50% of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50% of the voting interests.“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.“LTIP Units” shall have the meaning set forth in the Partnership Agreement.“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.“Operating Partnership” means Boston Properties Limited Partnership, a Delaware limited partnership, and any successor thereto.“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 29, 1998, among the Company, as general partner, and the limited partners who are parties thereto, as amended, restated or supplemented from time to time.“Performance Criteria” means the performance objectives that the Administrator selects for purposes of earning or attaining an Award for a Performance Cycle. The Performance Criteria whichParticipant's estate shall be applicable totreated as his or her designated Beneficiary under this § 10.organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, region, or Subsidiary of the Company, may include, but will not be limited to, any one or more of the following as selected by the Administrator: funds from operations (“FFO”), adjusted FFO, growth in FFO per share, leasing, rent growth, occupancy or percentageA-2 | 2021 Proxy Statementleased, operating income and/or net annual recurring revenue, net operating income, total stockholder return, revenue, earnings per share, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”), cash flow (including, but not limited to, operating cash flow and free cash flow), balance sheet management, ratios of net debt to EBITDAre and ratios of market capitalization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), stock price, economic value-added, acquisitions, dispositions, strategic transactions, portfolio or regional occupancy rates, return on capital, assets, equity, development, re-development, investment, capital deployment, development milestones or any other operational, financial or other performance metric selected by the Administrator, any of which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured in terms of rate of change, (C) compared to another company or companies or to results of a peer group, (D) measured against the market as a whole and/or as compared to applicable market indices, (E) measured on an adjusted basis, by including or excluding categories of items specifically identified in advance by the Compensation Committee or, if not so specified, items that the Compensation Committee determines, in its discretion, are appropriate to include or exclude whether or not specifically identified in advance, (F) measured on a pre-tax or post-tax basis (if applicable), (G) measured on an annualized basis, and/or (H) measured for all or a portion of the Company’s portfolio, including on a same property basis and/or relating to “BXP’s share” (calculated as the consolidated amount calculated in accordance with GAAP, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest and, in some cases, after priority allocations), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ percentage ownership interests and, in some cases, after income allocation to private REIT shareholders and their share of fees due to the Company)).“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured.“Person” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state or municipal government or any bureau, department or agency thereof, any other legal entity, or a “group” as that term is used for purposes of Rule 13d-5(b) or Section 13(d) of the Exchange Act and any fiduciary acting in such capacity on behalf of the foregoing.“Restricted Stock” means the shares of Stock underlying a Restricted Stock Award that remain subjectcredited to a risk of forfeiture or the Company’s right of repurchase.“Restricted Stock Award” means an Award of Restricted Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.“Restricted Stock Units” means the units underlying a Restricted Stock Unit Award, each of which represents the right to receive one share of Stock or a cash payment equal to the Fair Market Value of one share of Stock at the time and upon the conditions applicable to the Restricted Stock Unit Award.“Restricted Stock Unit Award” means an Award of Restricted Stock Units subject to such restrictions and conditions as the Administrator may determine at the time of grant.“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.“Service Relationship” meansParticipant's Account nor any relationship as an employee, director or Consultant of the Company or any Subsidiary; provided, however, a change in an individual’s status from a full-time employee or director to part-time employee or Consultant or from a director or Consultant to an employee shall be deemed to continue the Service Relationship.“Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.“Stock Appreciation Right” means an Award entitling the recipientrights to receive shares of Stock (or cash,under this Plan may be sold, exchanged, assigned, encumbered, alienated, transferred, pledged or otherwise disposed of in any way by a Participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplieddo so shall be without effect.number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.“Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation. | 2021 Proxy StatementA-3“Unit” means units of partnership interest in the Operating Partnership, including, without limitation, Common Units, LTIP Units or one or more other classes of units that are convertible into Common Units or LTIP Units on a specified date or at the election of the recipient based on appreciation in the value of the Stock, appreciation in the value of the assets of the Operating Partnership, total return generated by a specified number of shares of Stock or Common Units or such other basis as may be determined by the Administrator. Units may include units of partnership interest in the Operating Partnership that are intended to constitute profits interests for U.S. federal income tax purposes.“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS(a)Administration of Plan. The Plan shall be administered by the Administrator.(b)Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan and otherwise administer the Plan and the Awards granted hereunder, including, without limitation, the power and authority:(i)to select the individuals to whom Awards may from time to time be granted;(ii)to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Unrestricted Stock Awards, Dividend Equivalent Rights and other equity-based awards, or any combination of the foregoing, granted to any one or more grantees;(iii)to determine the number of shares of Stock to be covered by any Award;(iv)to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates; provided, however, that except as otherwise provided in Section 3(b), the Administrator is not permitted to reduce the exercise price of Stock Options through cancellation and re-grants or cancellation in exchange for cash;(v)to accelerate at any time the exercisability or vesting of all or any portion of any Award;(vi)subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised;(vii)to determine at any time whether, to what extent, and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the participant and whether and to what extent the Company shall pay or credit amounts constituting deemed interest, dividends, distributions or other earnings; and(viii)at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.All decisions and interpretations of the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be binding and conclusive on all persons, including the Company, the Operating Partnership, the Company’s other Subsidiaries and Plan grantees.(c)Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. Any such delegation by the Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.(d)Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award, which may include, without limitation, the term of an Award, and the provisions applicable in the event employment or service terminates.A-4 | 2021 Proxy Statement(e)Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries may from time to time operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION(a)Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be (i) 5,400,000 shares less (ii) one share for every one share of Stock underlying awards granted under the Company’s 2012 Stock Option and Incentive Plan (the “Prior Plan”) after March 4, 2021, subject to adjustment as provided in this Section 3. For purposes of this limitation, the following shares of Stock shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options: (i) the shares of Stock underlying any Awards under the Plan and any awards under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) and (ii) with respect to a full-value award under the Plan or the Prior Plan (i.e., an award other than a stock option, stock appreciation right or Unit with an economic structure similar to that of a stock option or stock appreciation right), (A) any shares tendered, held back or otherwise reacquired from the grantee to cover tax withholding owed upon vesting, settlement or the occurrence of any other event with respect to such an award that results in amounts being includable in the gross income of the grantee for income tax purposes and (B) any shares previously reserved for issuance pursuant to such an award to the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g., in the event that a full-value award that may be settled in cash or by issuance of shares of Stock is settled in cash). Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: (x) shares tendered or held back upon exercise of a Stock Option to cover the exercise price or tax withholding, and (y) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 5,400,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.(b)Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make appropriate equitable adjustments to the Plan and any outstanding Awards, which may include, without limitation, appropriate or proportionate adjustments in (i) the maximum number and kind of shares reserved for issuance under the Plan, including the maximum number and kind of shares that may be issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share of Restricted Stock subject to each outstanding Restricted Stock Award, (iv) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable and (v) other applicable terms of the Plan and any outstanding Awards. | 2021 Proxy StatementA-5The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.(c)Mergers. In contemplation of and subject to the consummation of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Stock are exchanged for securities, cash or other property of an unrelated corporation or business entity or in the event of a liquidation of the Company (in each case, a “Transaction”), the Board or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding Awards: (i) provide that such Awards shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), and/or (ii) upon written notice to the participants, provide that all Awards will terminate upon the consummation of the Transaction. In the event that, pursuant to clause (ii) above, Awards will terminate upon the consummation of the Transaction, all Awards shall become vested and fully exercisable as of the effective time of such Transaction (unless otherwise specified in the applicable Award Certificate or other agreement between the holder of such Award and the Company) and vested Awards, other than Stock Options, shall be fully settled in cash or in kind at such appropriate consideration as determined by the Administrator in its sole discretion after taking into account the consideration payable per share of Stock pursuant to the business combination (the “Merger Price”) and all Stock Options shall be fully settled, in cash or in kind, in an amount equal to the difference between (A) the Merger Price times the number of shares of Stock subject to such outstanding Stock Options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Stock Options; provided, however, that each participant may be permitted, within a specified period determined by the Administrator prior to the consummation of the Transaction, to exercise all outstanding Stock Options, including those that are not then exercisable, subject to the consummation of the Transaction.(d)Substitute Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards issued by another corporation or other entity that is acquired by the Company or a Subsidiary; provided that the recipient of such substituted Award is eligible to be granted an Award under the Plan. The Administrator may direct that the substitute Awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Substitute Awards will not reduce the number of shares of Stock authorized for grant under the Plan.SECTION 4. ELIGIBILITYGrantees under the Plan will be such full- or part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected from time to time to the extent that the Board deems necessary or appropriate; provided, however, no amendment shall be retroactive unless the Board in is discretion determines that such amendment is in the best interest of Boston Properties or such amendment is required by applicable law to be retroactive. The Board also may terminate this Plan and any Purchase Period at any time (together with any related contribution elections) or may terminate any Purchase Period (together with any related contribution elections) at any time, provided, however, no such termination shall be retroactive unless the Board determines that applicable law requires a retroactive termination of this Plan.in its sole discretion and such other Persons (toat the extentlocation, or by the issuance of shares of Stock to such Person underperson, designated by the Plan may be registered byAdministrator for the Company onreceipt of any such Election Form S-8and would be permitted in an “employee benefit plan” as defined in Rule 405 under the Securities Act of 1933, as amended) as are selected from timecommunications./ Appendix B time by the Administrator in its sole discretion. For avoidance of doubt, no Award may be granted under the Plan to a Person unless the issuance of shares of Stock to such Person under the Plan may be registered by the Company on Form S-8 and such Person is permittedelect to participate in this Plan shall not constitute an “employee benefit plan” as defined in Rule 405 under the Securities Actoffer of 1933, as amended.SECTION 5. STOCK OPTIONS(a)Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted onlyemployment, and no election to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.A-6 | 2021 Proxy Statement(b)Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant or (iii) the Stock Option is otherwise compliant with Section 409A.(c)Stock Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.(d)Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.(e)Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the applicable Award Certificate:(i)In cash, by certified or bank check or other instrument acceptable to the Administrator;(ii)Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;(iii)By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or(iv)With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price and the remainder of the aggregate exercise price to be paid by the optionee in cash or other method of payment permitted hereunder.Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the applicable Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.(f)Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. | 2021 Proxy StatementA-7SECTION 6. STOCK APPRECIATION RIGHTS(a)Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.(b)Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation Rights may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant or (iii) the Stock Appreciation Right is otherwise compliant with, or is not subject to, Section 409A.(c)Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.(d)Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.SECTION 7. RESTRICTED STOCK AWARDS(a)Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.(b)Rights as a Stockholder. Upon the grant of a Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the Restricted Stock granted thereunder, including voting of the Restricted Stock and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of vesting conditions, the Administrator may require any cash dividends paid by the Company during the vesting period with respect to unvested Restricted Stock to be retained by, or repaid by the grantee to, the Company. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock is vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.(c)Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 17 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Stock that is represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.(d)Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.”A-8 | 2021 Proxy StatementSECTION 8. RESTRICTED STOCK UNIT AWARDS(a)Nature of Restricted Stock Unit Awards. The Administrator may grant Restricted Stock Unit Awards under the Plan. A Restricted Stock Unit Award is an Award of Restricted Stock Units that, subject to the terms and conditions of the applicable Award Certificate, may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction of applicable restrictions and conditions at the time of grant. Conditions may be based on, among other things, continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. To the extent permitted by the Administrator, the settlement of Restricted Stock Units may be deferred to one or more dates specified in the applicable Award Certificate or elected by the grantee. Restricted Stock Unit Awards with a deferred settlement date may be referred to as Deferred Stock Unit Awards. Each Restricted Stock Unit Award that is subject to Section 409A may contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.(b)Election to Receive Restricted Stock Unit Awards in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive cash compensation otherwise due to such grantee in the form of a Restricted Stock Unit Award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with such rules and procedures established by the Administrator, which shall include rules and procedures intended to ensure compliance with Section 409A. Unless provided by the Administrator, any such cash compensation that the grantee elects to receive in Restricted Stock Units shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such election had not been made. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.(c)Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 10 and such terms and conditions as the Administrator may determine.(d)Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 17 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.SECTION 9. UNRESTRICTED STOCK AWARDSGrant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.SECTION 10. DIVIDEND EQUIVALENT RIGHTS(a)Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an Award, including a Restricted Stock Unit Award, or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the applicable Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently, may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents, or may otherwise accrue. Unless otherwise provided in the Award Certificate or by the Administrator, any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. | 2021 Proxy StatementA-9(b)Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 17 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.SECTION 11. OTHER EQUITY-BASED AWARDSThe Administrator shall have the right (i) to grant other Awards based upon the Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of convertible preferred shares, convertible debentures and other exchangeable or redeemable securities or equity interests, (ii) to grant limited-partnership or any other membership or ownership interests (which may be expressed as units or otherwise) in a Subsidiary or operating or other partnership, including, without limitation, Units, with any Stock being issued in connection with the conversion of (or other distribution on account of) an interest granted under the authority of this clause (ii) to be subject, for the avoidance of doubt, to Section 3 and the other provisions of the Plan, and (iii) to grant Awards valued by reference to book value, fair value or performance parameters relative to the Company or any Subsidiary or group of Subsidiaries.SECTION 12. CASH-BASED AWARDSThe Administrator may, in its sole discretion, grant Cash-Based Awards to any participant in such number or amount and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the Performance Cycle and Performance Criteria applicable to such Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Awards shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator, which may include either a “target” (100 percent attainment of the Performance Criteria) and/or a “minimum” hurdle and/or a “maximum” amount. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Administrator determines.SECTION 13. TRANSFERABILITY OF AWARDS(a)Transferability. Unless otherwise provided in the Award Certificate or by the Administrator, during a grantee’s lifetime, his or her Stock Options and Stock Appreciation Rights shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. Except as provided in Section 13(b) below and unless otherwise provided in the Award Certificate or by the Administrator, no Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; provided that, for the avoidance of doubt, the foregoing shall not apply to shares of Stock issued pursuant to an Award following the date on which such shares are vested. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.(b)Administrator Action. Notwithstanding Section 13(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee may transfer his or her Awards (other than Incentive Stock Options) to his or her Family Members for no value or consideration; provided that the transferee agrees in writing to be bound by all of the terms and conditions of this Plan and the applicable Award.(c)Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Company and shall not be effective until received by the Company. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.SECTION 14. TAX WITHHOLDING(a)Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, anyA-10 | 2021 Proxy StatementFederal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.(b)Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award (or, in the case of a Restricted Stock Award, to reacquire shares of Stock previously issued pursuant such Restricted Stock Award) a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid adverse accounting treatment or as determined by the Administrator. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the grantees. The Administrator may also require the Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.SECTION 15. SECTION 409A AWARDSAwards are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.SECTION 16. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.(a)Termination of Service Relationship. If the grantee’s Service Relationship is with a Subsidiary and such Subsidiary ceases to be a Subsidiary, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.(b)For purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:(i)a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or(ii)an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.SECTION 17. AMENDMENTS AND TERMINATIONThe Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. The Board, in its discretion, may determine to make any Plan amendments subject to the approval of the Company’s stockholders for purposes of complying with the rules of any securities exchange or market system on which the Stock is listed or ensuring that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code. Nothingparticipate in this Section 17Plan shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b). | 2021 Proxy StatementA-11SECTION 18. STATUS OF PLANWith respect to the portion of any Award that has not been exercised and any payments in cash, Stockconstitute an employment agreement for an Eligible Employee. Any such right or other consideration not received by a grantee, a granteeelection shall have no rights greater than thosebearing whatsoever on the employment relationship between an Eligible Employee and any other person. Finally, no Eligible Employee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to employment or continued employment.general creditortransfer between, or among, Participating Employers.the Company unless the Administrator shallreference only. Except as otherwise expressly determineindicated, all references to sections (§) in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creationthis Plan shall be to section (§) of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.SECTION 19. GENERAL PROVISIONS(a)No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.(b)Delivery of Stock. Notwithstanding anything herein to the contrary, the Company shall not be required to issue shares of Stock or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and/or delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or in the records of the Company or the transfer agent to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.(c)Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.(d)Trading Policy Restrictions. All actions taken with respect to Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.(e)Clawback Policy. Awards under the Plan shall be subject to the Company’s Policy for Recoupment of Incentive Compensation, as in effect from time to time, to the extent holders thereof are subject to such policy.(f)No Further Awards Under the Prior Plan. On and after the Effective Date, no further awards will be issued under the Prior Plan, but outstanding awards granted under the Prior Plan prior to the Effective Date shall continue to be governed by the terms and conditions of the Prior Plan.SECTION 20. EFFECTIVE DATE OF PLANbecome effective upon stockholder approval in accordance with Delaware law and the Company’s certificate of incorporation and bylaws, each as amended. No grants of Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.SECTION 21. GOVERNING LAWThis Plan and all Awards and actions taken thereunder shall be governed by,interpreted and construed in accordance with the laws of the State of Delaware, applied without regard to conflict of law principles.DATE APPROVED BY BOARD OF DIRECTORS: March 18, 2021DATE APPROVED BY STOCKHOLDERS:BOSTON PROPERTIES, INC. A-12 | 2021 Proxy Statement
Title: Executive Vice President
BOSTON PROPERTIES, INC.800 BOYLSTON STREET, SUITE 1900 BOSTON, MA 02199 ATTN: INVESTOR RELATIONSVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 19, 2021 for shares held directly and by 11:59 P.M. ET on May 17, 2021 for shares held in a Shareworks account. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/BXP2021You may attend the meeting via the Internet. Have the information that is printed in the box marked with the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 19, 2021 for shares held directly and by 11:59 P.M. ET on May 17, 2021 for shares held in a Shareworks account. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK THE BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D40576-P49725KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.BOSTON PROPERTIES, INC.The Board of Directors recommends you vote FOR all of the nominees for director listed.For Against Abstain1. Election of Directors:Nominees:1a. Joel I. Klein1b. Kelly A. Ayotte1c. Bruce W. Duncan1d. Karen E. Dykstra1e. Carol B. Einiger1f. Diane J. Hoskins1g. Douglas T. Linde1h. Matthew J. Lustig1i. Owen D. Thomas1j. David A. Twardock1k. William H. Walton, IIIFor Against AbstainThe Board of Directors recommends you vote FOR proposals 2, 3 and 4.2. To approve, by non-binding, advisory resolution, the Company’s named executive officer compensation.3. To approve the Boston Properties, Inc. 2021 Stock Incentive Plan.4. To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.NOTE: In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the direction of the Board of Directors before the Annual Meeting and at any adjournments or postponements thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] DateSignature (Joint Owners) Date
Important Notice Regarding the Availability ofMaterials for the Stockholders Meeting to be Held on May 20, 2021: The Notice and Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.comD40577-P49725BOSTON PROPERTIES, INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 20, 2021The undersigned hereby appoints Douglas T. Linde and Frank D. Burt, and each of them, as proxies for the undersigned, each with the power to appoint his substitute, and hereby authorizes them to attend the 2021 Annual Meeting of Stockholders of Boston Properties, Inc. (the “Annual Meeting”) to be held virtually via live audio webcast at www.virtualshareholdermeeting.com/BXP2021 on May 20, 2021 at 9:00 a.m., Eastern Time, and at any adjournments or postponements thereof, to vote, as designated on the reverse side, all of the shares that the undersigned is entitled to vote at the Annual Meeting and otherwise to represent the undersigned with all of the powers the undersigned would possess if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders, the Proxy Statement and the Annual Report to Stockholders and revokes any proxy heretofore given with respect to the Annual Meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. UNLESS DIRECTION IS GIVEN TO THE CONTRARY, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES FOR DIRECTOR AND “FOR” PROPOSALS 2, 3 AND 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS THAT ARE PROPERLY BROUGHT BY OR AT THE DIRECTION OF THE BOARD OF DIRECTORS BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE WITH RESPECT TO THE ELECTION OF ANY INDIVIDUAL FOR DIRECTOR WHERE ONE OR MORE NOMINEES ARE UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, AND WITH RESPECT TO MATTERS INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING.Continued and to be signed on reverse side
